Terms and Conditions


Terms and Conditions

This Master Terms and Conditions for Data Colocation Service is between Atlas Cloud Enterprises Inc. (“Atlas Cloud”, “we,” “us,” or “our”), whose principal place of business is located at 308 East 5th Avenue, Vancouver B.C. Canada, V5T 1H4 and the Customer (“Customer,” “you” or “your”) specified in the order form annexed herein by reference (“Order”). The Agreement (as defined below) is made effective as of the date of the Order, and your signature on the Order serves as your acceptance of the entire Agreement, including the following terms and conditions.*

* Version 1, last updated 8/1/14.

The parties agree as follows:

1. OVERVIEW

When we use the term “Agreement,” we are referring to the Master Terms and Conditions of Service for Data Colocation Service, the Acceptable Use Policy, the Service Level Agreement (if applicable) and the Order, collectively. If there is any inconsistency or conflict between the provisions of any these documents, then the documents will be given precedence in the following order: (a) the Master Terms and Conditions of Service for Data Colocation Service, (b) the Acceptable Use Policy, and (c) the terms of your Order.

The Agreement contains the entire understanding between us with respect to the services described in the Order (“Services”) and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written. This Agreement applies to you and your employees, agents, contractors, customers or end users who use the Services (each such person or entity being a “User”).

The Agreement contains the entire understanding between us with respect to the services described in the Order (“Services”) and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written. This Agreement applies to you and your employees, agents, contractors, customers or end users who use the Services (each such person or entity being a “User”).

2. INITIAL TERM AND RENEWAL

This Agreement will be for the “Initial Term” as further described in the Order. If no term is listed in the Order, then the Initial Term will be one month. At the end of the Initial Term, the Agreement will renew on a month-to-month basis. When we use the term “Term,” we are referring to the Initial Term and any renewal term. If you do not wish to renew, then you must provide Atlas Cloud Data Centers a cancellation request, in writing, not less than thirty (30) days from the requested cancellation date.

3. OBLIGATIONS, RIGHTS AND RESPONSIBILITIES

3.1 Atlas Cloud Data Centers Obligations. For all Orders accepted by Atlas Cloud Data Centers and subject to this Agreement, Atlas Cloud Data Centers agrees to provide the Services and the applicable support listed on your Orders, subject to and in accordance with Atlas Cloud Data Centers’s Service Level Agreement (“SLA”).

3.2 Customer Obligations. You agree to do each of the following:
(a) pay when due the fees for the Services and applicable charges;
(b) use reasonable security precautions in light of your use of the Services;
(c) cooperate with Atlas Cloud Data Centers’s reasonable investigation of outages, security problems, and any suspected breach of the Agreement;
(d) keep your billing and contact information, and any other account information, complete and up to date;
(e) immediately notify Atlas Cloud Data Centers of any unauthorized use of your account or any other breach of the security of the Services; provided, that in the event of a dispute between the parties regarding the interpretation of applicable law or the Acceptable Use Policy, then Atlas Cloud Data Centers’s reasonable determination will control;
(f) pay all federal, provincial , and local sales, use, value added, surcharges, excise, franchise, property, gross receipts, license, privilege, and any other taxes assessed with respect to the Services; and
(g) provide Atlas Cloud Data Centers with accurate factual information to help Atlas Cloud Data Centers determine if any tax is due with respect to the provision of the Services, and if Atlas Cloud Data Centers is required by law to collect taxes on the provision of the Services, then you must pay Atlas Cloud Data Centers the amount of the tax that is due or provide satisfactory evidence of your exemption from the tax.

3.3 Acceptable Use Policy. You shall at all times comply with and help ensure that your Users comply with the terms and conditions of the current version of the Acceptable Use Policy (“AUP”) posted at www.atlascloud.ca. You agree that Atlas Cloud Data Centers may amend the terms of the AUP from time to time by posting a new or different version of the Acceptable Use Policy at www.atlascloud.ca. You agree to include the terms and conditions set out in the AUP in an acceptable use policy with your own Users.

3.4 Customer Facilities. You are responsible for the installation, testing, operation of, and costs associated with any facilities, services and equipment (the “Customer Facilities’”), other than those specifically to be provided by Atlas Cloud Data Centers as described in the Order. In no event will the untimely installation or non- operation of the Customer Facilities relieve the Customer of its obligation to pay for the Atlas Cloud Data Centers Services. Placement of Customer Facilities within a Atlas Cloud Data Centers Data Centre (defined below) is subject to Atlas Cloud Data Centers’s prior written consent and confirmation of your compliance with Atlas Cloud Data Centers’s standard insurance requirements applicable to such Data Centre. All Customer Facilities shall be clearly marked or tagged as belonging to Customer. Customer Facilities must be configured and run at all times in compliance with the manufacturer’s specifications, including power outlet, power consumption and clearance requirements.

3.5 Network Security. Atlas Cloud Data Centers is not responsible for any security breaches affecting servers or accounts under your sole control. If your server is responsible for or involved in an attack on or unauthorized access into another server or system, then you will notify Atlas Cloud Data Centers immediately, and Atlas Cloud Data Centers will have the right to respond accordingly, including without limitation the right to identify, isolate, and block the source of the attack. A compromised or “hacked” server is a serious threat to our network. Atlas Cloud Data Centers, at its sole discretion, will take any and all measures to prevent a compromised server from doing additional damage to its own system and files or to the rest of the network. If Atlas Cloud Data Centers believes your server is compromised and is a serious threat to our network, Atlas Cloud Data Centers reserves the right to: 1) contact you, 2) disconnect the server from the network, and 3) provide evidence of the server being “hacked.”

4. TERMS AND CONDITIONS OF ATLAS CLOUD DATA CENTERS

4.1a Alternate Carrier Access Policy. Circuits delivered by a carrier other than Atlas Cloud Data Centers must be delivered to a Carrier Access Point (“CAP”) in the Atlas Cloud Data Centers Data Centre by the third party carrier. Atlas Cloud Data Centers will cross connect the circuit from the CAP to the Customer cabinet. Inside wiring must be performed by Atlas Cloud Data Centers or its designated subcontractor. There will be a monthly cost and installation charge to third party carriers, for each circuit delivered to the CAP.

4.1b Power. Redundant power feeds will be subject to periodic audits to ensure they are used for redundancy purposes only. A redundant circuit will be deemed in use for non-redundant purposes if the power consumption on the subscribed primary and redundant power feeds exceeds the total power capacity of the primary feed. Any redundant power feeds that are used for purposes other than redundancy will be subject to price increase or deactivated.

4.1c Physical Security/Access. Only those individuals you authorize and identify in writing to Atlas Cloud Data Centers on the Customer Site Access Form (“Representatives”) may access a Atlas Cloud Data Centers Data Centre Colocation Site (“Data Centre”). You are entitled to two (2) Access key(s)/card(s) with your Order. Additional key(s)/card(s) are available for $50.00 per key/card. Maximum five (5) access key/card(s) per Customer. You agree to provide advance written notice to Atlas Cloud Data Centers of any changes to the Customer Site Access Form and the list of Representatives. You and your Representatives agree to adhere to and abide by all security and safety measures established by Atlas Cloud Data Centers and provided to you by Atlas Cloud Data Centers or posted conspicuously at the Data Centre. You and your Representatives shall not allow any unauthorized persons to have access to or enter any Atlas Cloud Data Centers Data Centre.

4.1d Structural Liability. In the event that a Data Centre or a building or premises that houses a Data Centre is destroyed or damaged in such a manner that it would not be possible for the Customer to continue to maintain the Customer Facilities therein or for Atlas Cloud Data Centers to provide the Services, Atlas Cloud Data Centers shall be under no obligation to rebuild or repair such Data Centre and shall not be responsible for any damages or losses which may be incurred by the Customer by reason of such damage or destruction. In such situation all fees and charges due under the affected Order will be apportioned from the time of such damage or destruction. If such damage or destruction occurs, Atlas Cloud Data Centers will use reasonable efforts to provide Customer with an alternate site.

4.2 Sustained Billing. If applicable, sustained billing for Internet transit is based on 95th percentile values determined using industry standard practices. The 95th percentile usage is calculated on inbound and outbound traffic statistics collected every 5 minutes for each month. For each category, (inbound and outbound), the top 5% of samples are eliminated from each list and the highest remaining sample in each list represents the customer’s 95th percentile for inbound and outbound internet bandwidth utilization. Only the higher of the two 95th percentile numbers is used to determine the customer’s sustained usage, we do not aggregate the inbound and outbound 95th percentile values. The higher 95th percentile value is multiplied by the customers contracted Mbps rate to determine billable usage.
Atlas Cloud Data Centers collects Internet usage stats using SNMP polling of the Layer 2 interface counters of our network gear. All Ethernet frames passing through the monitored interface are counted as billable usage and Atlas Cloud Data Centers has no ability to discern different traffic types to differentiate local traffic from Internet traffic. It is the customer’s responsibility to monitor and manage the Layer 2 network traffic passing through their Internet connection.

5. PRICING, PAYMENT AND CREDIT APPROVAL

5.1 Pricing. Pricing may be adjusted to the extent mandated by any regulatory authority to which Atlas Cloud Data Centers is or may become subject, or as a result of increases in rates charged to or costs incurred by Atlas Cloud Data Centers in order to provide the Services. Atlas Cloud Data Centers shall provide at least sixty (60) days prior written notice to you of any proposed pricing increase. In lieu of accepting the revised pricing, you may elect to terminate the affected Services upon thirty (30) days’ prior written notice to Atlas Cloud Data Centers, without early termination liability. The foregoing termination right shall not apply to with respect to price changes caused by publicly-noticed rate changes from the applicable electric utility provider.

5.2 Payment. Customer agrees to pay each invoice, in full, on or before the due date as specified on each invoice (the “Due Date”). Monthly recurring charges will be invoiced monthly, in advance; usage-based charges (for example, over-limit bandwidth usage), if any, will be invoiced monthly, in arrears. All rates and charges provided in the Order are computed exclusive of any applicable taxes. Customer will pay all sales and value-added taxes, duties or levies imposed by any governmental body in connection with the Services. You may not withhold any payment due unless you have provided, prior to the Due Date, written notice detailing the nature and amount of the incorrect charge, and pay the remaining undisputed portion of the invoice by the Due Date. If payment is not received on or before the Due Date, Atlas Cloud Data Centers’s standard late payment charge shall apply to any unpaid amounts. The standard late payment charge is currently 2.00% per month or 26.82% per year; we may amend this standard late payment charge from time to time, by providing notice of the change on your invoice. You will be responsible for reimbursing us for any bank charges we incur due to insufficient funds in for your account. Atlas Cloud Data Centers may, upon electronic or telephonic notice, draw payment(s) in the amount due from any deposit or other security arrangement you have made with us, in the event you fail to make payment by the Due Date.

5.3 Credit Approval. Except where expressly provided in this Agreement, all payments to Atlas Cloud Data Centers are nonrefundable. This includes but is not limited to any applicable setup fees and subsequent charges, regardless of usage. You must report any overcharges or billing disputes to Atlas Cloud Data Centers within sixty (60) days of the time on which you became aware, or should have become aware, of the existence of the overcharge or dispute. Atlas Cloud Data Centers’s obligation to provide the Services is subject to a satisfactory initial credit review and approval, and your maintaining satisfactory credit thereafter. Initial and/or continuing credit approval may be conditioned on your providing reasonable security for payment, acceptable to Atlas Cloud Data Centers in its sole, reasonable discretion, including, for example, a cash deposit or irrevocable letter of credit. If you exceed the approved credit limit, demonstrate difficulty in making payments to Atlas Cloud Data Centers, or your financial circumstances or payment history become unacceptable, Atlas Cloud Data Centers may, in addition to other remedies available, require a new or increased form of security, acceptable to Atlas Cloud Data Centers in its sole, reasonable discretion. Your failure to provide the required security, at any time, will be considered a breach of this Agreement.

5.4 Additional Services. Our standard hourly rate will apply for any additional work that is outside the scope of the Order. Emergency support after 5 PM Pacific and before 9 AM Pacific will be billed at such rate, with a three-hour minimum.

6. TERMINATION

6.1 General Termination Rights. Either Party may terminate this Agreement for material breach by the other Party upon written notice of not less than thirty (30) days and failure to cure the breach within the notice period, except that such notice period shall be shortened to ten (10) days for Customer’s failure to pay invoices by the Due Date. An event giving rise to a suspension or restriction under Section 6.3 below shall give rise to an immediate termination right if not satisfactorily resolved, in Atlas Cloud Data Centers’s sole discretion, within ten (10) days.

6.2 Customer’s Discretionary Termination. Customer may terminate this Agreement upon written notice of not less than thirty (30) days in the event of any of the following: a) Atlas Cloud Data Centers makes changes to its Acceptable Use Policy (the “AUP”) which materially and adversely impair Customer’s use of the Services; b) Atlas Cloud Data Centers modifies or updates the Services in a manner which materially and adversely impairs the function or performance of the Services provided to Customer;

6.3 Atlas Cloud Data Centers’s Additional Rights to Restrict or Suspend Services. Atlas Cloud Data Centers reserves the right (but shall have no obligation), with telephonic or email notice to Customer’s emergency contact (unless prohibited by court or governmental order), to modify or suspend any or all Services or restrict Customer’s use in whole or in part if, in Atlas Cloud Data Centers’s sole judgment, use of the Services by Customer or its Users:
(a) presents a material security risk or will interfere materially with the proper continued operation of a data centre or related services (Atlas Cloud Data Centers will notify Customer promptly of any security risks identified under this subsection and any action taken by Atlas Cloud Data Centers with respect to such security risks),
(b) is subject to an order from a court or governmental entity stating that such use, generally, or, for certain activities, must stop. Where permitted under the relevant court or governmental order, Atlas Cloud Data Centers will notify Customer of such order promptly so that Customer will have an opportunity to respond to the order.
(c) violates applicable laws or governmental regulations, including, without limitation, consumer protection, securities regulation, child pornography, obscenity, data privacy, data transfer and telecommunications laws;
(d) violates or infringes any intellectual property right of Atlas Cloud Data Centers or a third party;
(e) violates export control regulations of Canada or other applicable countries; or
(f) otherwise violates Atlas Cloud Data Centers’s AUP.

6.4 Termination Liability. If you terminate this Agreement before the end of the Initial Term other than for Atlas Cloud Data Centers’s material breach or as permitted by Customer’s Discretionary Termination rights per Section 6.2 above, or if Atlas Cloud Data Centers terminates the Agreement per Section 6.1 above, then you will be required to pay: (a) actual amounts that have been invoiced for the Services provided to the date the Agreement is terminated, and (b) an amount equal to one hundred (100%) percent of the total monthly charges for the Atlas Cloud Data Centers Services being terminated, for the remainder of the Term. If monthly charges are variable, the termination liability will be based on the average monthly charge for the previous six-month period, multiplied by the remaining months in the Term.

6.5 Procedures upon Termination. You agree to immediately remove any Customer Facilities from the Atlas Cloud Data Centers Data Centre. Upon termination of this Agreement,

6.6 Transition Period. Notwithstanding the foregoing, you will be entitled to a sixty (60) day period of continued service following any notice of termination in order to complete a transfer of service (“Transition Period”); provided that you must pay all past due fees and all fees for the Transition Period in advance and cure all grounds for termination under this Section.

7. OWNERSHIP OF INTELLECTUAL PROPERTY AND EQUIPMENT

7.1 Trademarks. Neither Party shall display or otherwise use the other Party’s trade marks, trade names, logos, symbols, coined words or combination of the words comprising the corporate name of the other Party or permit the same to be displayed or otherwise used in connection with any business conducted or controlled by such Party except
(a) as may be approved in advance by the other Party in writing, which approval shall not be unreasonably withheld, or
(b) which is in conformity with specifications for use previously provided by the other Party.

7.2 Title in Equipment and Customer Facilities. All equipment provided by Atlas Cloud Data Centers in connection with this Agreement shall remain the property of Atlas Cloud Data Centers. All Customer Facilities shall remain the property of Customer. Neither Party shall permit liens or encumbrances of any type to be placed on the property of the other Party, by reason of its placement in the Data Centre, or otherwise.

7.3 Intellectual Property. Atlas Cloud Data Centers shall retain title to and all rights in all intellectual property provided by Atlas Cloud Data Centers, including, but not limited to, any know-how, patents, copyrights, trade secrets, mask works, or other intellectual property rights related to the Services.

8. CONFIDENTIALITY

Any Confidential Information disclosed by one Party (“Disclosing Party”) to the other Party (“Recipient”) in connection with this Agreement that is marked confidential or that due to its character and nature, a reasonable person under like circumstances would treat as confidential will be protected and held in confidence by the Recipient. Confidential Information will be used only for the purposes of this Agreement. Disclosure of the Confidential Information will be restricted to the Recipient’s employees, contractors, affiliates, or agents (including outside counsel and consultants) or third party vendors required in order for Atlas Cloud Data Centers to provide the Services, on a “need to know” basis in connection with the Services, who are bound by confidentiality obligations no less stringent than these prior to any disclosure. Confidential Information does not include information which: (a) is already known to Recipient at the time of disclosure; (b) is or becomes publicly known through no wrongful act or failure of the Recipient; (c) is independently developed by Recipient without benefit of Disclosing Party’s Confidential Information; or (d) is received from a third party which is not under and does not thereby breach an obligation of confidentiality. Each Party agrees to protect the other’s Confidential Information at all times and in the same manner as each protects the confidentiality of its own proprietary and confidential materials, but in no event with less than a reasonable standard of care. A Recipient may disclose Confidential Information to the extent required by law, but that disclosure does not relieve Recipient of its confidentiality obligations with respect to any other person.

9. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

Customer acknowledges that it accepts all risk of any unauthorized or illegal use of the Atlas Cloud Data Centers network or any inter-connected network by third parties. ATLAS CLOUD DATA CENTERS PROVIDES NO WARRANTIES, MAKES NO REPRESENTATIONS, AND ACCEPTS NO LIABILITY FOR THE UNAUTHORIZED OR ILLEGAL ACCESS OR INTERFERENCE WITH THE CUSTOMER’S SERVER/NETWORK. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES, INCLUDING, WITHOUT LIMITATION, ALL INFORMATION, CONTENT, AND OTHER SERVICES MADE AVAILABLE BY ATLAS CLOUD DATA CENTERS OR ANY THIRD PARTY VENDORS ARE PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS AND ATLAS CLOUD DATA CENTERS MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE SERVICES. ATLAS CLOUD DATA CENTERS HEREBY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES AND CONDITIONS OF ANY KIND OR NATURE WHATSOEVER, INCLUDING, WITHOUT LIMITATION, WARRANTIES RELATED TO ANY COURSE OF DEALING, USAGE OR TRADE PRACTICE, OR IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER PARTY NOR ANY OF ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES OR REPRESENTATIVES WILL BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF PROFITS OR REVENUES OR COST OF REPLACEMENT SERVICES (WHETHER DIRECT OR INDIRECT) NOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES OF ANY KIND ARISING FROM THE USE OF THE SERVICES, EVEN IF SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR ATLAS CLOUD DATA CENTERS’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, ATLAS CLOUD DATA CENTERS LIABILITY TO YOU FOR ANY REASON AND UPON ANY CAUSE OF ACTION IS LIMITED TO THE LESSER OF THE TOTAL OF YOUR PROVEN DIRECT DAMAGES OR THE SUM OF FIVE HUNDRED DOLLARS ($500 CDN).. THE FEES FOR THE SERVICES SET BY ATLASCLOUD UNDER THIS AGREEMENT HAVE BEEN AND WILL CONTINUE TO BE BASED UPON THIS ALLOCATION OF RISK.

10. INDEMNIFICATION

Customer agrees to indemnify, defend and save harmless Atlas Cloud Data Centers and its shareholders, directors, officers, employees, agents, contractors, and representatives (“Indemnified Persons”) from and against all damages, losses, costs and expenses (including actual legal fees and costs), fines and liabilities (collectively, “Claims”) incurred by or awarded, asserted or claimed against Atlas Cloud Data Centers or its Indemnified Persons in connection with Customer’s negligence, activities or omissions, or breaches of its obligations under this Agreement. In addition, Customer will indemnify, defend and save harmless Atlas Cloud Data Centers and its Indemnified Persons from and against all Claims made by Customer’s Users, regardless of whether such Claim arose from Customer’s acts or omissions. Atlas Cloud Data Centers agrees to indemnify, defend, and hold harmless Customer and its Indemnified Persons from and against any and all Claims incurred by or awarded, asserted or claimed against Customer in connection with allegations that the Services as provided by Atlas Cloud Data Centers infringe any third party’s intellectual property rights.

11. GOVERNING LAW; DISPUTE RESOLUTION.

This Agreement shall be interpreted in accordance with and be governed in all respects by the laws of the Province of British Columbia and the laws of Canada applicable therein. The courts of British Columbia shall have exclusive jurisdiction to entertain any action or proceeding brought by the parties in connection with this Agreement or any alleged breach of this Agreement. The parties each attorn irrevocably to the jurisdiction of such courts.
Except for non-payment, any dispute between the Parties shall be resolved as set forth below. In a dispute relating to non-payment of an invoice, either Party may elect to proceed directly to its available legal remedies. Upon the written request of a Party, the other Party shall appoint a designated representative whose task it will be to meet for the purpose of attempting to resolve the dispute within seven (7) days of receiving the written request. The designated representatives shall meet as often as the Parties deem necessary in order to gather and furnish to each other all information with respect to the dispute which the Parties believe to be appropriate to its resolution. The representatives shall discuss the issue and negotiate in good faith in an effort to resolve the dispute without the necessity for any formal proceeding. During the course of negotiations, the Parties may request and exchange non-privileged information reasonably related to this Agreement. The specific format of the discussions shall be left to the discretion of the designated representatives, and may include the preparation of agreed-upon statements of facts or written statements of position. If a dispute cannot be resolved or settled informally, it shall be settled and determined by a Court of Law in the province of British Columbia.

12. INSURANCE

12.1 The Customer shall, at its sole cost and expense procure, maintain, pay for and keep in force at all time throughout the Term of this Agreement the insurance coverage as specified below:
(a) Comprehensive general liability coverage on an occurrence basis in an amount of two (2) million combined single limit for bodily injury and property damage. Said coverage shall include contractual owners and contractors protective, products/completed operations, occurrence property damage, personal injury and contingent employer’s liability endorsements, a cross liability clause naming Atlas Cloud Data Centers as an additional insured and contain a severability of interests clause.
(b) All risk Property coverage on a full replacement cost basis insuring the Equipment and the entire Customer’s real and personal property situated on or within any Atlas Cloud Data Centers premises with the Customer and Atlas Cloud Data Centers shown as loss payee to the extent of their respective interests. The policy shall contain a waiver by the Customer’s insurers of any right of subrogation such insurer may or might have against Atlas Cloud Data Centers.

12.2 The required limit set forth in Section 12.1 may be increased by Atlas Cloud Data Centers from time to time during the Term of this Agreement, upon thirty (30) days prior written notice to the Customer, including without limitation, to at least such minimum limits as shall then be customary in respect of comparable situations. Such required limit may be satisfied through a primary and an umbrella or excess coverage policy.

12.3 All insurance must be in effect on or before the effective date of this Agreement and shall remain in force as long as this Agreement is in effect. If the Customer fails to maintain the coverage, Atlas Cloud Data Centers may pay the premiums for such insurance and the Customer shall immediately reimburse Atlas Cloud Data Centers for the amount of such premiums.

12.4 The Customer shall submit certificates of insurance in a form satisfactory to Atlas Cloud Data Centers, confirming that the Customer has the coverage specified in this Section in place prior to the effective date of this Agreement. Such certificates shall be submitted annually thereafter or at anytime upon the written request of Atlas Cloud Data Centers. All policies of insurance to be maintained by the Customer shall provide that Atlas Cloud Data Centers will receive thirty (30) days advance notice from the Customer’s insurers of cancellation, termination or any material change to the Customer’s insurance policies.

12.5 The Customer will conform to any recommendations made by Atlas Cloud Data Centers’s insurers and of fire and safety protection consultants which Atlas Cloud Data Centers has already agreed to or to such recommendations they make during the Term of this Agreement that are adopted by Atlas Cloud Data Centers.

13. MISCELLANEOUS

(a) Atlas Cloud Data Centers and Customer confirm that they wish to have this Agreement written in English only. Les Parties aux présentes confirment leur volonté que cette Convention soit rédigée en langue anglaise seulement.
(b) Atlas Cloud Data Centers may modify terms and conditions of general applicability contained in this Agreement at any time at its sole discretion. Any modifications are effective upon posting of the revisions under the Master Terms and Conditions of Service page of the Atlas Cloud Data Centers website, www.atlascloud.ca. Your continued use of the Services following Atlas Cloud Data Centers’s posting of any modifications constitutes your acceptance of the modifications. If you do not agree to the terms of any modification, you may terminate the Agreement without early termination liability by providing written notice to Atlas Cloud Data Centers within thirty (30) days of the posting of any modifications of this Agreement by Atlas Cloud Data Centers.
(c) You and Atlas Cloud Data Centers are independent contractors and this Agreement does not establish any relationship of partnership, joint venture, employment, franchise or agency between you and Atlas Cloud Data Centers.
(d) The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving Party.
(e) You may not sell, assign or transfer your rights or delegate your duties under this Agreement either in whole or in part without the prior written consent of Atlas Cloud Data Centers, not to be unreasonably withheld, and any attempted assignment or delegation without such consent will be void.
(f) To the extent any portion of this Agreement is determined to be unenforceable by a court of competent jurisdiction, such unenforceability will not invalidate this Agreement as a whole, but only that specific portion held to be unenforceable, and all other terms and conditions contained in this Agreement will remain in full force and effect.
(g) Any provision of this Agreement that, by its nature, is applicable to circumstances arising after the termination of this Agreement will survive such termination and remain if full force and effect, and no termination of this Agreement will relieve either Party from any liability arising out of any breach of this Agreement occurring prior to termination.
(h) Neither Party will be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) to the extent such failures or delays are proximately caused by causes beyond that Party’s reasonable control and occurring without its fault or negligence, including, without limitation, acts of God, government restrictions (including without limitation the denial or cancellation of any export or other necessary license), wars, insurrections, acts of terrorism, failure of suppliers, subcontractors, and carriers, or third party to substantially meet its performance obligations under this Agreement.
(i) Unless otherwise specified herein, all notices, demands, requests or other communications required or permitted under this Agreement will be deemed given when delivered personally, sent by facsimile upon confirmation, sent and received by return receipt email, or upon receipt of delivery of overnight mail.