T E R M S   AND   C O N D I T I O N S

ATLAS End User Service Agreement

This Service Agreement (“Agreement”) is made and effective upon accepting the terms within the purchase summary by and between Atlas Cloud LLC (“Atlas”) and company accepting the purchase summary (“Customer”).

TERMS AND CONDITIONS

1. Subject to the terms and conditions contained herein, ATLAS agrees to provide to Customer, during the term of this Agreement the following Services:

SERVICES TO BE PROVIDED:

Access to the ATLAS solution.

2. TERM: This Service Agreement is in effect for twelve (12) months from the effective date (“Initial Term”) and shall renew automatically for successive one (1) year terms unless terminated upon thirty (30) days’ written notice by either party prior to the expiration of the then-current Term (each a “Renewal Term” and together with the Initial Term, the “Term”).
3. ATLAS agrees to provide its proprietary Atlas Cloud Tools software (“The Software”) solely for Customer’s own business purposes. Subject to the terms of this Agreement ATLAS hereby grants a non-exclusive, non-transferable license to use the ATLAS proprietary Software as hosted online by ATLAS.

  3.1 Customer agrees it shall not or permit others to modify, customize, reverse engineer the Software or any part thereof.

  3.2 Customer agrees that it is acquiring the right to use the ATLAS Software during the term of this Agreement and that ATLAS shall retain all intellectual property rights of ownership of the Software, including but not limited to patent, trademark and copyright rights (including modifications). In no event shall Customer acquire any ownership rights to the Software. Customer further agrees that it shall copy or use the Software except as expressly set forth in this agreement. Any rights not expressly granted to the Customer shall be retained by ATLAS.

  3.3. Customer shall ensure that each end user of the Software is bound by and enters into ATLAS Application End User License Agreement / Terms of Use, a copy of which is attached hereto as Exhibit A.

CUSTOMER OBLIGATIONS

4. Customer warrants and agrees that in utilizing the data storage facilities of ATLAS it shall not place any data that 1. Infringes the intellectual property rights of any third party. 2. Violates any State, Federal or local law, ordinance or regulation. 3. Contains any computer virus, Trojan horse, worms or any program that can damage, destroy, expropriate or otherwise interfere with any ATLAS system or third-party data or information. Customer further agrees that it shall defend, indemnify and hold ATLAS harmless against any third-party claim, suit or proceeding arising out of the provisions of this section.

5. Restrictions on use of licensed Software.

Customer shall not modify, copy, duplicate, reproduce, license or sublicense the Software, or transfer or convey the Software or any right in the Software to anyone else without the prior written consent of ATLAS.

6. Payment.

Payment of the license fee shall be made upon delivery of access to the Software. ATLAS may charge a late fee at a rate equal to the lesser of 1.5% per month or the maximum rate allowed by law.

6.1 Termination of Services Due to Non-Payment – If 30 days or more have elapsed since the payment due date then ATLAS may terminate all services it is providing and accelerate any of the outstanding amount due in the annual contract period. For example, if Customer is 31 days late in a 12-month contract wherein the Customer pays monthly, then the remaining contract monthly payments are due and owing all at once. 

7. Taxes.

To the extent any sales or use taxes are imposed by a government entity, Customer shall be responsible for such taxes.

ATLAS OBLIGATIONS

8. Software Maintenance.

Standard maintenance: During the License, ATLAS shall provide to Customer any new, corrected or enhanced version of the Software as created by ATLAS. Such enhancement shall include all modifications to the Software which increase the speed, efficiency or ease of use of the Software, but shall not include any substantially new or rewritten version of the Software.

Custom upgrade or maintenance: Customer, may request an upgrade or modification to ATLAS software tailored to the needs of the Customer. Any such upgrades or maintenance may require an additional fee dependent upon the scope of additional services to be provided.

9. LIMITATION OF LIABILITY.

  9.1 ATLAS shall not be responsible for, and shall not pay, any amount of incidental, consequential or other indirect damages, whether based on lost revenue or otherwise, regardless of whether ATLAS was advised of the possibility of such losses in advance. In no event shall ATLAS’s liability hereunder exceed the amount of fees paid by Customer, regardless of whether Customer’s claim is based on contract, tort, strict liability, product liability or otherwise.

  9.2 If Customer provides reasonable notice of an alleged defect in the provided Software, ATLAS shall use reasonable commercial efforts to correct any defects in the software provided to Customer

or replace the Software as needed. If ATLAS is unable to correct any defects in its software after making reasonable commercial efforts or replacing said Software, Customer may terminate the Agreement and receive a prorated refund of amounts paid following notice of alleged defect.

  9.3 Except for the provisions set forth in the above paragraph 9.2, ATLAS makes no express or implied warranties regarding its services or software including but not limited to warranties of merchantability and fitness for a particular purpose. In no event shall ATLAS be liable for any consequential, indirect, exemplary, special or incidental damages, including loss of data or lost profits arising from or relating to this agreement.

10. Warranty Disclaimer: Except as otherwise expressly provided herein, User acknowledges and agrees that ATLAS may in its sole discretion from time to time make additions to, deletions from, modifications to, or changes the nature of the Data. THE DATA IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, ATLAS AND ITS LICENSORS EACH DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE DATA, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, INTERFERENCE WITH QUIET ENJOYMENT, AND NON-INFRINGEMENT. FURTHER, ATLAS DISCLAIMS ANY WARRANTY THAT USERS OF THE DATA WILL BE UNINTERRUPTED OR ERROR FREE.

Notice.

Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services.

11. Governing Law.

This Agreement shall be construed and enforced in accordance with the laws of the state of Texas.

12. Publicity.

ATLAS may publicize that Customer is an ATLAS client and display Customer’s name and logo on ATLAS’s website and marketing materials. In addition, Customer permits ATLAS to use any observations, processes, procedures, methodologies, work product or deliverables produced, derived, observed or acquired in connection with the provision of goods and services hereunder in aggregated, anonymized form to create a branded case study for publication and distribution by ATLAS.

13. No Assignment.

Neither this Agreement nor any interest in this Agreement may be assigned by Customer without the prior express written approval of ATLAS.

14. Arbitration.

In the event a dispute shall arise between the parties to this agreement, it is hereby agreed that the dispute shall be referred to the American Arbitration Association for arbitration. The arbitrator’s decision shall be final and binding and judgment may be entered thereon. In the event a party fails to proceed with arbitration, unsuccessfully challenges the arbitrator’s award, or fails to comply with arbitrator’s award, the other party is entitled to its costs of suit including a reasonable attorney’s fee for having to compel arbitration or defend or enforce the award.

15. Final Agreement.

This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties. This Service Agreement constitutes the complete and exclusive understanding of the parties and supersedes all prior agreements, proposals, term sheets, and other representations or communications. If a conflict arises between this Service agreement and any other prior agreement made between the parties, the terms of this Service Agreement shall be controlling. This agreement may not be modified unless agreed to in writing by an authorized representative of each party.

16. Severability.

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

17. Headings.

Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

IN WITNESS WHEREOF, ATLAS and Customer have executed this Software License Agreement on the day and year of the acceptance of the terms within the purchase summary.

___________________________ DATE: _____________________

[INSERT PRINTED NAME]

Exhibit A

ATLAS Application End User License Agreement/ Terms of Use

Your use of the ATLAS website at https://atlascloudco.com (the “Website”) is subject to and expressly conditioned on the terms set forth below, which may be amended or modified from time to time by Atlas Cloud LLC (“ATLAS”) in its sole discretion. Any such amendments or modifications shall become effective and legally binding upon you upon the posting of the same by ATLAS. If you do not agree with all of the terms of this agreement, you are not permitted to use the Website in any manner. Please check this page regularly for updates.

The term “ATLAS Application” includes the software, any updates or modifications to the ATLAS Application, online and/or electronic documentation, associated media, printed materials, computer

code, and other associated materials and components provided by ATLAS in its sole discretion. You are solely responsible for any and all telecommunications or other connectivity charges incurred through your use of the ATLAS Application and the Website. 

Authorized User means a person or user account that is licensed to use the Product, regardless of whether that person is an employee, contractor, subcontractor, vendor, partner or customer of the Customer. This agreement is between you and ATLAS. ATLAS is solely responsible for the ATLAS Application, the Website, and the content thereof.

License / Permitted Use

Subject to the terms and conditions set forth in this agreement, ATLAS grants you a personal, limited, non-transferable, non-exclusive, and revocable license to use the ATLAS Application on any mobile or similar device that you own or control and as permitted by the Usage Rules set forth in the App Store Terms and Conditions (the “Usage Rules”). The ATLAS Application is made available only for use by an Authorized User. Authorized User means a person or user account that is licensed to use the Product, regardless of whether that person is an employee, contractor, subcontractor, vendor, partner or customer of the Customer. This license does not allow you to distribute or make the ATLAS Application available over a network or otherwise in a manner it could be used by multiple devices at the same time. You may not copy, disassemble, decompile, attempt to derive the source code of, modify, reverse engineer, or create derivative works of the ATLAS Application, including any updates, or any part thereof.

Except as expressly mandated by law, you may not, without our prior written permission: (i) post, transmit, copy, modify, create derivative works from, distribute, sell, or republish anything you obtain or download from the Website or Application; or (ii) engage in systematic retrieval of data or other content from the Website or Application.

Ownership / Copyrights and Trademarks

Except where otherwise indicated all title, ownership rights, and intellectual property rights in and to the Website and the ATLAS Application are owned by ATLAS and/or its licensors. The Website and the ATLAS Application must not be used in any manner or for any purpose that is either unlawful or unauthorized by ATLAS.

The ATLAS logo and other ATLAS trademarks and service marks are owned by ATLAS and/or its affiliates or licensors and are protected by international copyright and trademark laws. Except as provided herein, you shall not use any portion of the Website or the ATLAS Application, or any other intellectual property of ATLAS, on any other application or Web site, in the source code of any other application or Web site, or in any other printed or electronic materials without the express written consent of ATLAS.

The license granted herein does not grant or confer any ownership right or title to the ATLAS Application. All rights not expressly granted under this agreement are reserved by ATLAS.

Consent to Use of Data / Privacy

ATLAS may collect and use information from the Website and the Application in order to better understand the Website and Application usage, improve the user experience, and facilitate the provision of updates, support, and other services to you. The following anonymous information is transmitted back to ATLAS for the uses described above:

• Frequency of user page or screen visits;
• Number of selections, starts, and completions; and
• Your location at the time of the recording

Some portions of the Website and Application are protected and require a user identification code (“User ID”) and password for access. Unauthorized access or use of such portions of the Website is prohibited. You agree that you will notify ATLAS immediately if you believe that a third party has obtained your User ID or password, or if you believe that any unauthorized access or use may occur or has occurred. For your protection, if ATLAS believes that any unauthorized access may occur or has occurred, ATLAS may terminate such access without prior notice to you. You also agree that ATLAS is permitted to act upon any instructions received using your User ID and password and to consider such instructions as authorized by you.

Services, Third Party Materials

The Website and the ATLAS Application may contain links to or enable access to ATLAS’s and third-party services and web sites (collectively and individually, “Services”). Your use of Services may require Internet access and that you accept additional terms of service. In order to use certain features of the Website and the ATLAS Application, you may be required to have a registered account with ATLAS.

Certain Services may display, include or make available content, data, information, application, or materials from third parties (“Third Party Materials”) or provide links to certain third-party websites. By using the Services, you acknowledge that ATLAS is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect of such Third-Party Materials or websites. ATLAS does not warrant or endorse and does not assume and will not assume and will not have any liability or responsibility to you or any other person for any third-party Services, Third Party Materials or websites, or for any other materials, products, or services of third parties. Third Party Materials and links to other websites are provided solely as a convenience to you.

Location data, if provided by any Services, is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Location data may not be accurate. Neither ATLAS, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data displayed by any Services.

You agree that any Services may contain proprietary content, information and material that is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary content, information or materials in any way whatsoever except for permitted use of the Services. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and you shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity. You further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that ATLAS is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that you may receive as a result of using any of the Services.

In addition, third party Services and Third-Party Materials that may be accessed from, displayed on or linked to from the iPhone, iPad, or iPod touch are not available in all languages or in all countries. ATLAS makes no representation that such Services and Materials are appropriate or available for use in any particular location. To the extent you choose to access such Services or Materials, you do so at your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. ATLAS, and its licensors, reserve the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will ATLAS be liable for the removal of or disabling of access to any such Services. ATLAS may also impose limits on the use of or access to certain Services, in any case and without notice or liability.

Limited Warranty / Limited Liability

To the extent a software application provided to you by ATLAS is found to be defective or fails to perform as designed and intended within 90 days of installation by you, ATLAS will replace or repair said copy of the application, provided that the software has not been damaged or altered by the user, or improperly installed. This limited warranty shall be void if ATLAS is not notified within 10 days of the discovery of the alleged defect. The repair or replacement shall be carried out at ATLAS’s expense. Your agreement to be bound by the terms and conditions of this license and the accompanying Terms of Use includes your recognition and understanding that the limited warranty described in the previous paragraph represents the entire warranty provided by ATLAS. This means that ATLAS shall not be liable in contract, in tort (including negligence), or otherwise for damage or loss of other property, loss of profits or revenue, loss of data, loss of use of property or equipment, personal injury claims, or for any special, indirect, incidental, or consequential damages whatsoever.

In no event shall ATLAS’s total liability to you for all damages exceed the cost of replacement or repair of the application.

Further, it is understood by the Customer that ATLAS shall be under no obligation to repair or replace the allegedly defective product(s) unless the Customer or its representative provides complete details in writing within 10 days of discovery of each alleged defect and adequate time is allowed for repair or replacement.

User acknowledges and agrees that ATLAS may in its sole discretion from time to time make additions to, deletions from, modifications to, or change the nature of the Data. THE DATA IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, ATLAS AND ITS LICENSORS EACH DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE DATA, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, INTERFERENCE WITH QUIET ENJOYMENT, AND NON-INFRINGEMENT. FURTHER, ATLAS DISCLAIMS ANY WARRANTY THAT USERS OF THE DATA WILL BE UNINTERRUPTED OR ERROR FREE.

Indemnity

You agree to indemnify, defend, and hold harmless ATLAS, its affiliates, officers, directors, employees, agents and contractors harmless from all damages, losses, and expenses (including

attorneys’ fees and costs) arising directly or indirectly from your acts or omissions in using the ATLAS Application pursuant to the terms and conditions set forth in this agreement.

Jurisdiction, Enforceability, and Termination

This agreement and your use of the ATLAS Application are governed in all respects by the laws of the State of Texas, without giving effect to any principles of conflicts of laws that would result in the application of the laws of another jurisdiction. Any dispute concerning the ATLAS Application or this agreement shall be subject to the exclusive venue of a court of competent jurisdiction in Panola County, Texas.

In the event that a court of competent jurisdiction holds any provision of this agreement to be invalid or unenforceable, then such provision shall be severable from and shall not affect the validity or enforceability of the remaining provisions.

The terms of this agreement are effective until terminated by ATLAS. ATLAS may terminate this agreement and/or the ATLAS Application, or any part thereof, at any time without notice, including and without limiting the foregoing, if ATLAS determines or believes, in its sole judgment, that you have breached any term or condition of this agreement. Upon termination, you shall cease all use of the ATLAS Application, and destroy all copies, full or partial, of the ATLAS Application.

This agreement states the entire agreement with regard to the items discussed above.