Terms and Conditions

Game Expension Responsive version

Model No. 51-624 20 Rip

All Clients of CloudEnviron NAP, LLC (CNAP) agree to abide by the following acceptable use policies. Client is responsible for reviewing the AUP frequently to ensure compliance with the latest version of this AUP. Client’s continued use after changes are posted constitute Client’s acceptance of the modifications posted. Complaints about any Client’s violation of these AUPs should be sent to abuse@CloudEnviron.com.

These Acceptable Use Policies demonstrate what CNAP considers to be acceptable conduct when using its service and actions that CNAP may take, with or without notice, when the service is misused. These AUPs are drawn from applicable law and generally accepted Internet conduct standards and are used to ensure the protection of CNAP’s technical resources, ability to continue providing high quality service to Clients, and its reputation. Clients are expected to conform to the following AUPs:

Client’s use of the service is at Client’s own risk.
Client takes full responsibility for files and data transferred and to maintain all appropriate backup of files and data stored on CNAP’s infrastructure.
Client is responsible for all use of its own account(s) and keeping all passwords safe and confidential, and setting file protections correctly.
If a password is lost, stolen, or otherwise compromised, CNAP will suspend access or change Client account access immediately following notification by Client.
CNAP is not responsible for any usage or charges prior to the notification and account alteration.
CNAP makes email as safe as it possibly can, but no computer network can ever be considered completely safe from intrusion. Knowing this and that all email may pass through many computer networks it should not be considered a secure communication unless encrypted, and even then it is only as secure as the encryption method used.

Non-Transferability of Account
The right to use CNAP’s accounts is expressly limited to the Client whose name appears on the SOF and is not transferrable.

Unacceptable Conduct
The following types of conduct by Client are grounds for immediate suspension of service pending investigation by CNAP and may result in termination without refund for any and all accounts held by the Client (individual, corporation, or Website) found to be in violation. Client’s business relationships (referrers, associates, etc.) impacting CNAP are also Client’s responsibility, and client will make sure that they immediately cease non-compliant actions or Client discontinues its association with them. Continuing violations by Client's business relationships may result in CNAP, at its discretion, having to terminate the Client relationship without refund.

The following behaviors are unacceptable conduct:
Spamming or Harassment: Posting a single article or substantially similar articles to an excessive number of newsgroups (i.e., more than 20) or continued posting of articles which are off-topic according to the newsgroup charter, or which provoke complaints from the regular readers of the newsgroup for being inappropriate). Sending unsolicited mass E-mailings (i.e., to more than 25 users) that provoke complaints from the recipients.
Engaging in either (A.) from a provider other than CloudEnviron NAP to draw attention to a Web site housed within CloudEnviron NAP’S networks or covered by CloudEnviron NAP’S agreement with Client.
Engaging in abuse or harassment of other individuals on the Internet after being asked to stop by those individuals and/or by CloudEnviron NAP.
Email bombing, i.e., sending large volumes of unsolicited E-mail to individuals or to individual business accounts. Likewise, the sending of UBE (unsolicited bulk email) from another service provider advertising a web site, email address or utilizing any resource hosted on CloudEnviron NAP's servers, is prohibited.
Impersonating another user or otherwise falsifying one's user name in E-mail, Usenet postings, on Internet Relay Chat (IRC), or with any other Internet service. (This does not preclude the use of nicknames in IRC or the use of anonymous retailer services.)
Intellectual property right infringement: Using any means to transmit, publish, submit, copy, reproduce, steal, infringe on or distribute any information, software or other material that is protected by copyright, trademark, patent, trade secret, or other proprietary or intellectual property rights of any third party, including, but not limited to, the unauthorized use and/or copying of copyrighted material, the digitization and distribution of photographs from magazines, books, or other copyrighted sources, and the unauthorized transmittal of copyrighted software, unless you own or control the rights thereto or have received all necessary consents to do the same.

Network Unfriendly or Illegal Activity
Attempts, whether successful or not, to gain access to any other system or users' private data without express consent of the user.
Attempts to interfere with the regular workings of CloudEnviron NAP’S systems or network connections or which adversely affect the ability of other people or systems to use CloudEnviron NAP’S services or the Internet.
Any unauthorized attempts by a Client to gain access to any account not belonging to that Client on any of CloudEnviron NAP’S systems.
Any activity, which violates any local, state, U.S., or international law or regulation.
Repeated submissions of transactions to CloudEnviron NAP utilizing the same or similar IPs with varying identification information.

Export Control Violations
Exporting encryption software, over the Internet or otherwise, to locations outside of the U.S. is prohibited.

Violation of CloudEnviron Policy
Any attempt to bypass or remove CloudEnviron NAP’S name, logo, or customer support link from any page from CloudEnviron NAP’S servers.
The posting or display of any image or wording related to any Web site running, participating, or advertising acts allowing the subscriber to bet or gamble on an uncertain outcome, or to play a game of chance for stakes.
Any attempt to display, sell, or transfer materials that violate or infringe any copyright, trademark, right of publicity, patent, statutory, common law or proprietary rights of others, or contain anything obscene, libelous, or threatening.
Reproduction, storage, advertising, or transmission of any software, program, product, or service in violation of any local, state, U.S., or international law or regulation is prohibited. CloudEnviron NAP makes every attempt in such cases to work with both U.S. and foreign law enforcement agencies to provide information about the providers and purchasers of such material. This includes the posting or display of any image or wording instructing users how to make or perform devices or situations that may violate any state, federal, or international law.
Operating an account on behalf of, or in connection with, or reselling any service to, persons or firms listed in the Spamhaus Register of Known Spam Operations (ROKSO) database, located at www.spamhaus.org/rokso.

Compliance with Rules of Other Networks
Any access to other networks connected to CNAP’s Internet service must comply with the rules for that network as well as with CNAP’s rules.

CNAP reserves the right to monitor any and all communications through or with its facilities, as well as all Client’s sites, for compliance with this AUP and CNAP’s Terms and Conditions. CNAP is not a secure communication medium for purposes of the Electronic Communications Privacy Act, and no expectation of privacy is afforded. CNAP employees may be required to examine system accounting logs and other records to determine if privacy violations or other network unfriendly activities have occurred.

Cooperation with Authorities
CNAP cooperates with law enforcement and other authorities investigating claims of illegal activity, including without limit illegal transfer or availability of copyrighted material, trademarks, child pornography, postings, or email containing threats of violence, or other illegal activity.

Confidentiality of Personal Subscriber Information
CNAP will not release any Client or customer PII to any third party except upon presentation of a valid court order or other request CNAP is legally required to respond to. Client agrees that CNAP’s judgement of the validity of any court order, subpoena, or request shall be considered proper and final.

Privacy Agreement

CloudEnviron holds user privacy paramount and takes great care keeping information of site users and Clients private and secure. CloudEnviron adheres to the EU - U. S. Privacy Shield Framework and the Swiss - U. S. Privacy Shield Framework as set forth by the U. S. Department of Commerce and the European Union (EU).

The following explains our policies and procedures surrounding collected data, describing the information we collect, how we use, disclose, and share Client data, and how we protect the information. This Privacy Agreement does not apply to Third Party Services governed by their own privacy policies.

  1. Method; Types of Data Collected

    Data is collected using the following methods:

    • Online registration and online signup forms
    • Sales inquiries and transactions
    • Electronic Client communications
    • Telephone, in-person, paper, and other traditional forms of communication and interaction
    • Third party sources

    The data may include information about users from forms, registrations, transactions, financial, site usage, preferences, and privileges and can include names, titles, contact information, and payment information.

  2. What Data We Collect and How We Are Allowed to Use It

    Data that CNAP collects is or can be used for the following purposes:

    1. Engaging in transactions for service. Name, address, email, purchase details, and payment information may be collected and stored as part of the transaction history. Some of this data may need to be shared with credit card clearing houses, banking institutions, and/or similar agents (an entity—person or company—acting on our behalf) requiring the information to complete the transaction.

      CNAP will not transfer information to any of its agents without ascertaining that the Agent subscribes to Privacy Shield principles or is subject to the EU Directive on Data Protection (or other adequacy finding) or enters into a written agreement requiring at least the dame level of privacy protection as required by the relevant Privacy Shield principles.

    2. Providing future marketing, service, and support. Contact data and product/service/support information is collected and used to provide Client with support, service, updates, and similar notices, as well as to tailor future products and offerings to Clients.

    3. Selecting Content. Form data and site navigation data is collected and used to help create user friendly and easily navigable site content.

    4. Responding to user inquiries and requests for information. Contact information is collected and used to provide online newsletters, opt-in mailing lists, and specific answers to Client requests for further information.

    5. Responding to Law Enforcement, government officials, third party subpoenas, court orders, or applicable law, reporting or preventing suspected fraudulent or illegal activity while using CNAP services. CNAP will notify Client of information requests or submissions if and as allowed.

    6. Contractors. Data is shared if it is necessary for them to perform duties on our behalf.

    7. Affiliates. Shared data is subject to this PA.

    8. Another Entity. If we are acquired by or merged with another company, if substantially all of our assets are transferred to another company, or as part of a bankruptcy proceeding we will transfer all collected data.

    9. CNAP Communities (Resellers, sales representatives, et. al). Data is used to provide communities with relevant product alerts and updates related to product releases, prices, terms, special offers, and associated campaigns when a program member signs up to the relevant program or account as well as to follow up on Client requests for products or services.

    10. To CNAP from public discussions and forums. Some parts of the site allow interactive discussions that CNAP does not control the content of, some of which are moderated, all of which are subject to access for technical reasons by CNAP. Due to the public nature of the forums, Client should consider any data posted and tailor content submitted accordingly.

    11. The CNAP website uses cookies, tracking pixels and related technologies. Cookies are small data files that are served by our platform and/or third party vendors, which are stored on your device. Our site uses cookies dropped by us or third parties for a range of purposes including but not limited to operate and personalize the website. Furthermore, cookies might be used to collect data that track how you use the site so that we can serve targeted advertising to you.

      Data sharing: We will not disclose any data collected by cookies served on our site with any third party entities.

      Your choices and opting-out: We recognize how important your online privacy is to you, so we offer the following options for controlling how served cookies affect you:

      You can opt out of receiving targeted ads served by us or on our behalf by clicking on the blue icon that typically appears in the corner of the ads we serve or by clicking here. Please note that, if you delete your cookies or upgrade your browser after having opted out, you will need to opt out again. Further, if you use multiple browsers or devices you will need to execute this opt out on each browser or device.

      • To opt out of receiving targeted ads that are based on your behavior across different mobile applications follow the below instructions, for iOS and Android devices;

      • iOS 7 or Higher: Go to your Settings > Select Privacy > Select Advertising > Enable the “Limit Ad Tracking” setting.

      For Android devices with OS 2.2 or higher and Google Play Services version 4.0 or higher: Open your Google Settings app > Ads > Enable “Opt out of interest-based advertising”.

      Opting out will not prevent you from seeing ads, but those ads will likely be less relevant because they won’t be tailored to your interests. The ads might, for instance, be randomly generated or based on the web page you are visiting.

  3. Client Portal, Customization, Preferences, and Opt-Out

    New Clients are automatically registered for access to the Client Portal, which includes the ability to create, add, and delete users and privileges and opt in or out of some* services and/or mailing lists. The Client Portal allows you control over electronic information delivery, but not over CNAP’s collection and storage of information. A “Master Account” is provided to Clients, and that account has the ability to manage Client’s profile information as long as the account remains active.

    *Clients cannot opt out of communications regarding downloads, sales transactions, software updates, patches, and fixes, legal disclosures, network upgrades, or other related maintenance.

  4. Privacy Shield

    CNAP is committed to uphold the highest ethical standards in its business practices and strives to collect, use and disclose personal information in a manner consistent with the laws of countries in which it does business. This Privacy Shield Privacy Policy sets forth the privacy principles that CNAP follows with respect to personal information transferred from the European Union, European Economic Area (EEA) (which includes the twenty-eight member states of the European Union (EU) plus Iceland, Liechtenstein and Norway) and from Switzerland to the United States. CNAP complies with the EU – U.S Privacy Shield Framework and the Swiss – U.S Privacy Shield Framework as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of personal information from European Union member countries and Switzerland. CNAP has certified that it adheres to the Privacy Shield principles of notice, choice, onward transfer, security, data integrity, access, and enforcement within the scope of its Privacy Shield certification. In addition, certain personal information may be subject to more specific privacy policies of CNAP, which are also consistent with the requirements of the EU – U.S Privacy Shield Framework and the Swiss – U.S Privacy Shield Framework .

    If there is any conflict between the policies in this privacy policy and the Privacy Shield Principles, the Privacy Shield Principles shall govern.

    To learn more about the Privacy Shield program, and to view CNAP's certification, please visit the https://www.privacyshield.gov page.

    In compliance with the EU – U.S and Swiss – U.S Privacy Shield Principles, CNAP commits to resolve complaints about your privacy and our collection or use of your personal information. European Union or Swiss citizens with inquiries or complaints regarding this privacy policy should first contact CNAP at the address below.

    CNAP has further committed to refer unresolved privacy complaints under the Privacy Shield Principles to an independent dispute resolution mechanism, the BBB EU PRIVACY SHIELD, a non-profit alternative dispute resolution provider located in the United States and operated by the Council of Better Business Bureaus. If you do not receive timely acknowledgment of your complaint, or if your complaint is not satisfactorily addressed, please visit https://www.bbb.org/EU-privacy-shield/for-eu-consumers/ for more information and to file a complaint.

  5. Security

    CNAP uses commercially reasonable methods to keep collected data safe, including policies, procedures, employee training, physical access, and technical elements relating to data access controls. Standard security protocols and mechanisms are used to facilitate the exchange and transmission of sensitive data, like credit card details. Personally Identifiable Information (PII) is not processed in a way that is incompatible for the purposes it is collected for and authorized by the individual to be used for. CNAP will notify individuals affected due to actual or reasonably suspected breach by an unauthorized person in accordance with applicable law by email or Client Portal ticket, and, failing that, by regular mail promptly and consistent with the legitimate needs of law enforcement and measures necessary for CNAP or law enforcement to determine the scope of the breach and ensure/restore the integrity of the data system. Notification may be delayed if CNAP or a law enforcement agency determines that notification will impede a criminal investigation, in which case notification is not provided unless and until CNAP or the agency determines that the investigation will not be compromised by the investigation.

  6. Enforcement

    Internal mechanisms have been established to verify CNAP’s ongoing adherence to its privacy agreement, including Privacy Shield Principles. Individuals covered by this agreement are encouraged to raise any concerns about processing of personal information by contacting CNAP so that CNAP may seek to resolve any concerns. CNAP has agreed to participate in the Dispute Resolution Program provided by the BBB EU Privacy Shield, operated by the Council of Better Business Bureaus.

  7. Policy Updates

    If CNAP will be using Client PII in a manner that is different than provided in this agreement we will notify client by email. If changes are made that do not affect PII that we already have stored in our databases, we will notify Client by email or post changes in a prominent notice in the Client Portal.

Master Services AgreementMaster Services Agreement

  1. Legal
    This Master Services Agreement (also called the MSA or THIS AGREEMENT) is executed between the Client and CloudEnviron NAP, LLC. (CNAP). This MSA, accompanied by our Privacy Policy (PP), Service Level Agreement (SLA), Contracting Party Addendum (CPA), and Acceptable Use Policy (AUP)--governs the Core services that CNAP provides, and defines the terms of the basic agreement between Client and CNAP. Because CNAP offers many services, some of which require some auxiliary agreements, this document will provide the fundamental terms for Core services, and any additional services that Client would like to have us provide will be detailed in service-specific addendums. Examples of possible addendums include, but are not limited to, Colo Services, Cloud Services, and Managed Services.
  2. Acceptance
    Client accepts this MSA by clicking or checking an acceptance option provided on our web site, electronically signing an order form or addendum, or installing and using any of the provided services or products. By accepting these services Client is agreeing that:
    1. Client accepts the MSA entirely as it relates to the services Client is requesting.
    2. Client agrees that Client is bound by the MSA (as well as any future updates to the MSA that CNAP may make from time to time).
    3. This MSA, the PP, SLA, CPA, and AUP are binding and enforceable obligations.If Client does not agree with any of these statements, Client SHOULD NOT sign, click or check acceptance options, install, or use any services.
  3. Fees, Billing, and Payment Terms
    1. Client agrees to pay all fees, costs, and charges as outlined in this agreement and the Client Service Order Form (SOF). CNAP will provide Client with the services listed on the SOF and RM and gives Client the right to use and occupy the Client services/Area for permitted purposes.
    2. Additional services and/or space in the facility are available, for a fee; these changes shall be recorded in a new SOF or a Change Order.
    3. CNAP will bill Client monthly by sending Client an invoice. Payment for License Fees, costs, and charges is due, in full and in advance the first day of the term month. Other fees and charges on the invoice must be paid within 30 (thirty) days of Clients receipt of the invoice.
    4. Client must dispute an error to CNAP, in writing, within 30 (thirty) days of the receipt of the invoice. Undisputed fees still must be paid on time.
    5. CNAP only accepts US Dollars for payment. Payment may be made via check or money order mailed to our address (at the end of this page), or may be made by any electronic method made available in the control panel.
    6. Delinquent payments can harm Client credit with us, and CNAP may require Client payment terms to be modified—possibly requiring a security deposit (initially or an increase to), automatic payments, or payments prior to provisioning.
    7. If a security deposit is required, CNAP stores the funds in our general account. CNAP does not pay interest on security deposits, and CNAP only draw on the funds if Client becomes past due in an obligation to us. Client will need to replenish the security deposit promptly if CNAP has to draw against it. CNAP will refund the security deposit to Client within 60 (sixty) days of the termination of our agreement with each other as long as Client's account is paid in full.
    8. CNAP is required to collect taxes for some services and products; if taxes are due on a service CNAP will bill for them on the invoice.
    9. Occasionally, a utility provider might change the amounts that they charge us for power delivery, resulting an increased cost for power delivery that is passed on to Client.
    10. If Client orders something from us that requires a cost or expense to be incurred by us and Client pre-approved those expenses or those expenses are otherwise covered in this agreement, Client will be required to reimburse us for those expenses or costs.
    11. If CNAP or Client dispute any aspect of this agreement and litigation or dispute resolution is initiated, the prevailing party will be entitled to reasonable attorney's fees and costs incurred by it in connection with the legal process. Collection fees incurred by us are included in this provision.
    12. Licensing fees may change from time to time and fee increases are effective on the (yearly) anniversary of the date CNAP started billing Client.
    13. An Early Termination Fee (ETF) equal to seventy-five percent (75%) of the remaining contractual balance shall be assessed to Client in the event Client chooses early termination.
  4. Term and Termination
    1. This entire agreement is effective for the duration of the initial term listed on Client SOF and any subsequent terms.
    2. The Commencement Date listed on the SOF is the date that the term begins on. If services are not delivered to Client, for any reason, by the Commencement Date, the date of delivery of services becomes the new Commencement Date. A change may or may not result in lowering of License Fees.
    3. If Client orders several items on one SOF, those items may be delivered on different dates. In this instance the Commencement Date is the actual date of delivery of each specific item, which can result in multiple Commencement Dates on one SOF. Such changes may or may not result in adjustments to License Fees or other charges.
    4. This contract shall be in force for the initial term from the commencement date as provided in the Service Order Form (SOF) and any subsequent renewal term. Either party will have the right to terminate the contract by giving at least 30 days’ written notice to the other party to terminate the agreement at the end of the then current term.
  5. Default Events and Remedies
    1. The following events by Client will cause a default:
      • Failure to pay License Fees or other amounts due under this agreement.
      • Failure to execute, acknowledge, and return an estoppel certificate confirming the details of any document requested in accordance with this agreement within ten (10) days of CNAP's request.
      • Client becomes insolvent, has a negative tangible net worth, admits in writing that Client is unable to pay Client's debts when they are due, files a bankruptcy petition to take advantage of any insolvency statute, make assignment for the benefit of creditors, makes a fraudulent transfer, applies for or consent to the appointment of a receiver of itself or of the whole or any substantial part of its property, files a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States or any individual state.
      • A court enters an order, judgement, or decree adjudicating Client as bankrupt or appointing a receiver of Client's whole or a substantial part of Client's property Client's consent, or approving a petition filed against Client seeking reorganization or arrangement of Client's company under US or state bankruptcy laws, and that item is not vacated, set aside, or stayed within 30 days of entry.
      • Client's use of Client Area or our facility threatens the availability, resiliency, and/or routine operations of the facility in CNAP's reasonable discretion.
      • Client fails to perform any material obligation under this license within ten (10) days of notification of nonperformance from us.
      • Client becomes a "Repeat Infringer" of the DMCA (Digital Millennium Copyright Act), in our reasonable discretion.
    2. The following remedies are available to us in the occurrence of a default (or at any time thereafter without further notice or demand). These remedies can be exercised concurrently, alternatively, or in succession:
      • Suspension of some or all of the services CNAP provides to Client.
      • Termination of this agreement and Client's right to possession of Client Area; exclusive possession is returned to CNAP.
      • Release of any portion of Client Area with reasonable efforts to minimize damage to CNAP.
      • Recover accrued and unpaid license fees and damages arising from Client's breach of the license, as well as any applicable late charges and interest. The interest rate is 18% per year or the highest rate allowed by law, whichever is less.
      • Placing and enforcing a lien on Client's property.
      • Recovering all reasonable attorneys' fees and other expenses that CNAP incurs while enforcing this agreement, recovering a possession, and collecting amounts owed when CNAP is the prevailing party in any suit or proceeding.
      • Performing any obligation that Client fails to pay or do on Client's behalf and remove equipment installed by Client in violation of this agreement and recovering from Client any and all reasonable damages a breach causes us.
      • Pursuing of any other remedies available by law or in equity.
    3. The following events by us will cause a default:
      • Breach of any material term or condition of this agreement. Client must notify us in writing of any breach and CNAP has 30 days from receipt of notice to cure the breach.
      • CNAP become the subject of a voluntary petition in bankruptcy or any voluntary or involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors that is not dismissed within 60 days of filing.
    4. The following remedies are available to Client in the event of a default caused by CNAP, provided that all amounts due in accordance with Client agreement are paid:
      • Removal of equipment, materials, or other property owned by Client from the facility. Removal is required within ten business days of termination and Client must leave the Client Area in the same condition it was in on Client installation date (normal wear and tear excepted). Failure to remove said property within ten business days will result in CNAP moving Client property to storage and charging Client the actual cost of removal, storage, and restoration plus 10%; liquidation of the property after 30 days' notice to Client and applying the proceeds to any amount Client owes to CNAP under this agreement. During the removal or notice period(s) Client will be charged for a pro-rated portion of the most recent license fees. Client grants CNAP a security interest that is perfected by our possession of the property and agree to execute and deliver to us any financing statements deemed necessary or appropriate by us. Client waives any statutory notices to vacate or quit Client Area upon expiration or termination of this agreement.
    5. Holding Over
      • Client has no right to hold over after this agreement expires or terminates without our consent. If Client holds over after this agreement expires, Client become a month-to-month Client subject to all of the terms of this agreement, but the License Fees will be increased to 150% of Client's most recent license fees for 90 days, and increased to 200% of the same on the 91st day, OR the fair market value of the Client Area on the date of expiration (computed using recently executed agreements for space and related services in the same or similar facility). This provision is not a waiver by CNAP of any right to re-entry, and acceptance of License Fees by CNAP (or any affirmation of tenancy) does not waive our right to terminate the agreement for a breach of any terms, covenants, or obligations of Clients.
    6. Survival
      • Some of the rights and obligations of both Client and CNAP will survive the expiration of this agreement, including, but not limited to, provisions related to security deposits, taxes, dispute resolution and costs, remedies, and other general provisions.

General Provisions

    1. Governing Law, Lawsuits

      This agreement is governed by the laws in the state of Arizona, Maricopa County, exclusive of any Arizona choice of law principle that would require the application of the law of a different jurisdiction, and the laws of the United States of America, as applicable. The United Nations Convention on the International Sale of Goods is excluded in its entirety. The state or federal courts in Maricopa County, Arizona are the exclusive venue for any disputes arising from this agreement and neither party shall bring an action in any other venue. Client may not dispute personal jurisdiction or venue in these courts.

    2. Disclaimer of Warranties
      • Client's use of the site and services is at Client's own discretion and risk.
      • Site and services are provided as-is with no warranties or conditions, statutory or otherwise, of any kind, including, but not limited to, implied warranties of non-infringement, title, merchantability, and fitness for a particular purpose.
      • CNAP does not warrant that the service will meet Client's requirements or that the operation will be timely, uninterrupted, secure, or error-free or that any defects will be corrected.
      • CNAP does not warrant or make any representations or conditions about the results of the use of the service in terms of accuracy, reliability, timeliness, completeness, or otherwise.
      • Client assumes total responsibility for Client (and Client's end-users') use of the services.
    3. Disclaimer of Consequential Damages


    4. Maximum Liability

      In consideration of all of the benefits to the Client and with exception to anything contrary in the addendums to this document and/or the SOF, SOW, or RM, Client agrees to the following:

      • No personal liability or personal responsibility of any kind can be asserted or enforced against any individual member of CNAP with respect to any breaches of any terms in this agreement or any of its attachments.
      • Recourse against CNAP by Client or Client's successors is limited to the maximum aggregated liability which cannot exceed the total amount actually paid by Client to CNAP during the [up to] six months immediately preceding the month in which the claim arises.
      • Client has no recourse against the assets of any person other than CNAP's interest in the facility.
      • CNAP will have no liability at all for claims, losses, actions, damages, suits, or proceedings resulting from our efforts to address or mitigate security breaches (including, but not limited to, eavesdropping), third party access to Client data or assigned computers, third party access or misuse of passwords provided to CNAP, the interception of sent or received traffic, relicense or exposure for other reasons of personally identifiable information or private data (including that of Client's own Clients and of other users), denial of service attacks, viruses, worms and other third party interference, loss of data or access to data, actions of third parties, including without limitation agents or contractors of CNAP, actions of CNAP employees outside of the scope of their employment, mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation, or other failures of performance.
    5. Allocation of Liability

      The Disclaimer of Warranties, Disclaimer of consequential damages, and limitations of liability in this and other provisions of this agreement and the allocation of risk are essential elements of the bargain between the parties and without this CNAP would not enter into the agreement. The pricing of the products and services reflects the allocation of risk and these limitations.

    6. Applicability

      Limitations in this agreement apply to any and all claims and causes of action regardless of whether in contract, tort, strict liability, or other theory.

    7. Basis of the Bargain; Failure of Essential Purpose

      Client acknowledges that CNAP has set its prices and enters into this agreement by relying on the limitations of liability and disclaimers of warranties and damages listed in this agreement, making this an essential basis for the bargain between Client and CNAP. Client and CNAP both agree that the limitations and exclusions of liability and disclaimers of warranties and damages specified in this agreement will survive and apply even if they are found to have failed in their essential purpose.

    8. Indemnification by Client

      Client agrees to indemnify, defend, and hold harmless CNAP and its parents, affiliates, licensors, and providers of third party services (as well as their directors, officers, employees, contractors, agents, successors, and assigns (the Parties) from and against any and all liability (including without limiting all attorneys' fees and costs), incurred by the Parties in connection with actual or alleged claims arising from any of the following:

      • Client's use or misuse of the services or third party services.
      • Client's breach or alleged breach of this agreement.
      • Client's, or Client's end-customers', breach or alleged breach of the rights of any third party's rights, including without limiting, actual or alleged infringement or misappropriation of a copyright, trade secret, patent, trademark, privacy, publication, or other proprietary right.
      • Client violation or alleged violation of non-compliance by Client, or Client's end customer, with any law, court order, rule, or regulation in any jurisdiction.
      • Any counsel Client selects for defense or settlement of a claim must be approved in writing an advance by CNAP prior to the engagement of the counsel to represent indemnified parties.
      • Client may not consent to any judgement, settlement, attachment, lien, or other act adverse to the interests of CNAP or The Parties without the prior written consent of CNAP or the applicable Party. Client and Client's counsel will cooperate as fully as Client is reasonably required to provide information reasonably requested by CNAP or the Parties in the defense or settlement of any related matter.
      • Assertion of transfer of employment relationship claims made against CNAP under EU Directive 2001/23/EC or similar by one of Client's employees or a contracted third party providing contractual services prior to the start date.
    9. DMCA

      CNAP is an ISP (Internet Service Provider) under the DMCA (Digital Millennium Copyright Act). Clients are expected to comply with the DMCA. CNAP follows the notification and takedown procedures set forth in the U.S.C 17 Section 512 DMCA and may block access to, or terminate any or all services provided under this agreement for repeat infringers.

    10. SLA Credits

      Any credits issued to Client's account in accordance with the SLA may only be used as a credit toward future charges for services and may not be sold, converted to cash, or transferred. SLA credits expire on the termination or expiration of the agreement.

    11. Taxes
      • Prices and fees referred to in this agreement are not inclusive of any tax, withholding, sales, use, value added, levies, import, custom duties, excise, or other tax equivalent required as a result of the supply of services. All taxes will be paid by Client.
      • Client is not liable for CNAP's income taxes, and CNAP is not liable for Client's income taxes.
      • CNAP is required to collect taxes on behalf of Client unless Client provides us with a valid tax exemption certificate from the appropriate authority.
      • If withholding tax applies to any payments for services made in this agreement, Client may pay those taxes to the appropriate tax authority and provide CNAP with the official tax receipt, and notify CNAP that withholding tax is required, and Client will ensure that CNAP receives the full amount of the invoice.
      • Client agrees that Client and CNAP will cooperate as much as possible to minimize the amount of withholding tax due by making advance clearance applications under the relevant double taxation treaties, if applicable, to the relevant tax authority to reduce the rate or tax or exempt the amount if applicable.
      • Client will account for any tax withheld to the tax authorities on a timely basis.
    12. Arbitration
      • Claims or controversies arising from this agreement or any breach will be settled by arbitration in Maricopa County, Arizona and will follow the rules of the American Arbitration Association. There will be one arbitrator and that person will be an independent third party that Client and CNAP both agree to. The decision is final and binding and is the exclusive remedy for all claims covered by the arbitration provision.
      • Either Client or CNAP can bring an action in any court to compel arbitration.
      • Client understands that a breach of the Limitation of Liability and the Maximum Liability sections or any of the terms and conditions of the AUP would cause irreparable injury to CNAP and CNAP will be entitled to seek temporary and preliminary injunctive relief without the necessity of proving actual damages or posting any bond or other security.
    13. Confidential Information; Non-Solicitation
      • As a CNAP Client, Client has access to some confidential information, such as rates, plans, technology, quotations and other financial information relating to this agreement, internal documentation, and proprietary software, as well as other information. CNAP may, in turn, have access to similar confidential information about Client. Both Client and CNAP must keep all information confidential and only share information where this agreement allows or when Client is required to do so by law. Both parties will make every effort to keep this information confidential and promises to return all confidential information to the other party within 30 days of the expiration or termination of this agreement. Neither party may keep any copies of confidential information except as where required by law or for administrative record keeping.
      • Information deemed confidential becomes non-confidential if the information was known (and documented) to the receiving party before it was given, it becomes known by disclosure from a direct or indirect source who does not have an obligation of confidentiality to the disclosing party, it becomes publicly known or ceases to be confidential (not by breach of this agreement by the receiving party), of it is independently developed without the use of confidential information from the disclosing party.
      • Neither Client nor CNAP may hire, offer work to, or contract employees or contractors of the other party that become known to them through this relationship. This remains in effect during the entire term of Client agreement and for twelve months after the end date. A party in breach of this provision will compensate the other party liquidated damages of either 6 months' compensation offered to the employee by the breaching party or paid or offered to the employee by the non-breaching party, whichever is greater.
      • This remedy does not waive the right to seek any other remedies or injunctive relief permitted by this agreement.
    14. Force Majeure

      Neither Client nor CNAP is liable for failure or delay in performance under this agreement due to causes beyond their reasonable control, including without limitation acts of war or terrorism, acts of god, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental acts, or failure of the Internet. The effected party should promptly notify the other party and use its best effort to correct any failure or delay under this provision.

    15. Changes to this Agreement

      This agreement is subject to updates and modifications. Updates are always posted at https://cloudenviron.com and Client's continued use of the services serves as Client acceptance of the updates and updates are in effect as soon as they are posted. Modifications of any terms must be approved in writing by CNAP.

    16. Use of Trade Names
      • Neither Client nor CNAP will use the trade name or trademark of the other without prior written consent of the other party's authorized representative.
      • CNAP may disclose Client's name to its employees, vendors, contractors, and service providers that have a reasonable need to know.
      • CNAP may use Client name in a list of Client references or other similar marketing materials.
    17. Information Security
      • Client (a Service Provider) represents and warrants that its collection, access, use, storage, disposal, and disclosure of its end-Customer Personal Information does and will comply with all applicable federal, state, and foreign privacy and data protection laws, as well as all other applicable regulations and directives.
      • If, in the course of its engagement with its end Customer, Client (a Service Provider) has access to or will collect, access, use, store, process, dispose of, or disclose credit, debit or other payment cardholder information, Client shall at all times remain in compliance with 12.9 of the Payment Card Industry Data Security Standard ("PCI DSS") requirements, including remaining aware at all times of changes to the PCI DSS and promptly implementing all procedures and practices as may be necessary to remain in compliance with the PCI DSS, in each case, at Client's sole cost and expense.
    18. Export Matters
      • Client may not transfer or authorize the transfer of any services to a U.S. or U.N. embargoed country, anyone on the U.S. Treasury Department list of Specially Designated Nationals, U.S. Commerce Department's Table of Denial Orders or Entity List of proliferation concern, or on the U.S. State Department's Debarred Parties list.
      • Client may not be located in, under the control of, or a national resident of any country on any of the lists mentioned in item 1.
      • Client may not use CNAP's services for development, design, manufacture, production, stockpiling, or use of nuclear, chemical, or biological weapons, weapons of mass destruction in any country mentioned in Country Groups D: 4 and D: 3 in Supplement No. 1 to the Part 740 of the U.S. Export Administration Regulations.
      • Client may not transfer to our through CNAP services any data, materials, or other items controlled for export under the International Traffic in Arms Regulations (ITAR Data) or other applicable laws without CNAP's agreement to the transfer, 10 days' prior written notice of the ITAR Data transfer, and all necessary assistance necessary to help us obtain U.S. Government permission.
      • Client is responsible for, and will reimburse CNAP for, all costs, expenses, or damages incurred in connection with Client transfer of ITAR Data.
    19. Legal Process
      • CNAP reserves the right to comply with any and all warrants, court orders, subpoenas, summons, and other legal requirements.
      • Client authorizes CNAP to consent to any access, search, seizure, or other governmental action that is valid by our reasonable opinion.
      • CNAP will attempt to notify Client of any legal process within 48 hours of service. Failure of this notification will not restrict our rights under this section and does not constitute as a breach.
      • CNAP reserves the right to restrict or terminate access by Client or any representative to the facility from and after the service of a search or seizure warrant and/or after receiving an order of a court or government agency.
      • CNAP may shut down all or part of the facility, including and without limitation the Client Area, and to comply with an order of any city, county, state, provincial, federal, or other legitimate government official if CNAP reasonably determines that an emergency exists.
    20. Integration, Modifications, and Severability
      • This agreement and its attachments and addendums are the entire agreement and supersedes any prior agreements, promises, representations, understanding, and negotiations between the parties.
      • Any modifications, amendments, supplements, or waivers must be in writing and executed by authorized representatives of both Client and CNAP.
      • If any provision in this agreement is declared invalid the remaining provisions of the agreement will remain in full force and effect. Client and CNAP will renegotiate the invalid provision in good faith and be bound by the mutually agreed upon replacement provision.
    21. No Waiver
      • CNAP's failure or delay in exercising any of its rights under this agreement does not create a waiver of or modification to those rights.
      • CNAP's waiver of any right under this agreement must be in writing.
    22. Assignment
      • By Client:
        1. Client will not assign Client's rights or delegate Client's duties under this agreement (whole or part) without the prior written consent and discretion of CNAP. This includes the following:
          1. Partnerships and LLCs: By operation of law, voluntarily, or involuntarily withdrawing or changing a majority of partners or members or a transfer of a majority of ownership interests, aggregate or cumulative, or the dissolution of the partnership or LLC.
          2. Private Corporation: Dissolution, merger, consolidation, or other reorganization, sale or other transfer of more than a cumulative aggregate of 50% of the voting shares of Client's net assets (other than to immediate family members by gift or death), or sale, mortgage, hypothecation, or pledge of more than a cumulative aggregate of 50% of Client net assets.
      • By CNAP:
        1. CNAP may assign its rights and obligations of this agreement to one or more service providers for the provision of related facility services and will notify Client of any arrangement with a service provider and provide their contact information.
        2. CNAP may transfer all or any portion of its interest in the facility. In such an event the new owner (transferee) will assume the role and obligations of CNAP after the date of transfer and CNAP is automatically released from all liability accrued after the transfer date. Any attempts to assign or delegate in violation of this provision are null and void. This agreement binds and inures to the benefit of each party's successors and assigns.
    23. Notices

      Written notices for termination must be delivered by hand, mailed by registered or certified mail (return receipt requested, postage prepaid), or sent by overnight courier with proof of delivery (FedEx, UPS, etc.) to:

      CloudEnviron C/O Legal Department
      Yunque 602

      Electronic notification may be sent to support@cloudenviron.com. Delivery date is notification date.

    24. Estoppels

      When necessary CNAP gives 10 days written notice and requires that Client execute, acknowledge, and deliver a statement in writing that may be relied upon by a prospective mortgagee, purchaser, or other similar encumbrance certifying all matters reasonably requested. If Client fails to execute and deliver the certificate, CNAP and the addressee of the certificate are entitled to rely on the information contained in the certificate that CNAP submitted to Client as true, correct, and complete and Client may not later deny, contradict, or take any position inconsistent with the information in the certificate.

    25. Counterparts

      The agreement may be executed in two or more counterparts and each will be considered an original, but together constitute the same instrument.

    26. Relationship of Parties

      This agreement does not establish a relationship or partnership, joint venture, employment, franchise, or other agency between Client and CNAP except as CNAP and lessee. Neither Client nor CNAP has the power to bind the other or incur obligations on the other's behalf without the written consent of the other unless that power is specified in this agreement.

    27. Language

      CNAP's official language is English and it does not provide translations into any other language of any services, support, notices, designations, specifications, or communications.

    28. No Negative Construction

      Both Client and CNAP agree that it has reviewed and had the opportunity to have legal counsel review this agreement and its attachments and addendums and that this agreement is intended not to be construed against either party as the drafting party.

    29. Priority

      Conflicts or discrepancies between any portions of this agreement are governed by the following order of precedence:

      • Order of Service Order Form
      • Statement of Work (SOW)
      • Responsibility Matrix (RM)
      • This MSA
      • The contracting Party Addendum (CPA), other than the terms of this MSA
      • Acceptable Use Policy, Privacy Agreement, Service Level Agreement

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