Last updated: August 9, 2026

This Privacy Policy explains how Cloud Tree, LLC (d/b/a Cloud Tree Technologies) ("Cloud Tree," "we," "us") handles information collected through this website, cloud-tree.com. It does not govern data we process for clients under a managed-services engagement, which is addressed in our Master Services Agreement and related contracts.

Information we collect

• Information you provide — when you submit our contact form (your name, email address, selected topic, and message).
• Automatically — standard technical data such as IP address, browser type, device information, and pages viewed, used to operate and secure the site.
• Preferences — a light/dark theme choice stored locally in your browser (see our Cookie Policy).

We do not collect or process protected health information (PHI) or payment card (PCI) data through this website.

How we use information

• To respond to your inquiries and provide information you request.
• To operate, maintain, secure, and improve the website.
• To comply with legal obligations and enforce our terms.

How we share information

We do not sell your personal information. We share it only with service providers that help us operate the site and our communications (for example, Microsoft Azure for hosting and Microsoft 365 for email), and where required by law.

Retention

We keep information only as long as needed for the purposes above or as required by law, then delete or de-identify it.

Security

We use reasonable administrative, technical, and physical safeguards to protect information. No method of transmission or storage is completely secure.

Your choices

You may contact us to access, correct, or delete personal information you have provided, or to opt out of non-essential communications.

Children

This website is intended for businesses and is not directed to children under 16.

Changes

We may update this policy; material changes are reflected by the "Last updated" date above.

Contact

Cloud Tree, LLC · 418 Broadway #8560, Albany, NY 12207 · contact@cloud-tree.com · (917) 341-0383

Last updated: August 9, 2026

These Terms of Use govern your use of cloud-tree.com. By using the site, you agree to them. Our services are provided under separate written agreements (such as our Master Services Agreement and Statements of Work); these Terms apply to the website only.

Use of the site

This site is provided for general information about Cloud Tree and our services. You agree to use it lawfully and not to disrupt it or attempt unauthorized access (see our Acceptable Use Policy).

Intellectual property

The content, design, and marks on this site are owned by Cloud Tree or its licensors. Third-party names and logos (including our technology partners) are the property of their respective owners and are shown for identification only.

No warranties

The site is provided "as is" and "as available," without warranties of any kind, to the fullest extent permitted by law.

Limitation of liability

To the fullest extent permitted by law, Cloud Tree is not liable for any indirect, incidental, or consequential damages arising from your use of the site.

Governing law

These Terms are governed by the laws of the State of New York, without regard to its conflict-of-law rules.

Changes / contact

We may update these Terms; the "Last updated" date reflects the current version. Questions: contact@cloud-tree.com.

Last updated: August 9, 2026

This Cookie Policy explains how cloud-tree.com uses cookies and similar technologies.

What they are

Cookies and similar technologies (such as browser local storage) are small pieces of data stored on your device that help a website function and remember your preferences.

What we use

We currently use only essential/functional storage — for example, remembering your light or dark theme choice. We do not use advertising cookies or cross-site tracking. If we add analytics in the future, we will update this policy and provide appropriate choices.

Managing cookies

You can control or delete cookies and local storage through your browser settings. Disabling them may affect minor site preferences but will not prevent you from using the site.

Changes / contact

We may update this policy. Questions: contact@cloud-tree.com.

Last updated: August 9, 2026

This Acceptable Use Policy applies to your use of the Cloud Tree website and any services or systems we make available. It supplements the terms of any applicable services agreement.

You agree not to

• Use the site or services in violation of any law or regulation.
• Attempt to gain unauthorized access to systems, accounts, or data.
• Introduce malware, viruses, or other harmful code.
• Send spam or unsolicited bulk communications.
• Infringe intellectual property or privacy rights.
• Disrupt, overload, probe, or scan our infrastructure, or interfere with others' use of it.
• Harvest or scrape data, or misrepresent your identity or affiliation.

Managed environments

Where we manage systems or networks on your behalf, you agree to follow applicable security requirements and not to use those systems for unlawful or abusive purposes.

Enforcement

We may investigate suspected violations and may suspend or terminate access to protect our systems, personnel, or other users.

Reporting

Report suspected abuse to support@cloud-tree.com.

Last updated: August 9, 2026

Cloud Tree is committed to making cloud-tree.com accessible to as many people as possible, and we aim to meet the WCAG 2.1 Level AA guidelines.

What we do

• Use semantic HTML and descriptive text alternatives for images.
• Support keyboard navigation and visible focus states.
• Maintain readable color contrast and offer light and dark themes.
• Design responsively for a range of devices and screen sizes.

Known limitations

Accessibility is an ongoing effort. Some third-party embedded content (for example, our order-tracking widget) is provided by external services and may not fully conform to these guidelines.

Feedback

If you encounter an accessibility barrier, please contact us at contact@cloud-tree.com or (917) 341-0383 and we will work to address it.

Last updated: August 9, 2026

Definitions

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than fifty percent (50%) of the voting interests or the ability to direct the management of such entity.

"Agreement" means this Master Services Agreement, together with any amendments executed by the parties.

"Business Day" means any day other than a Saturday, Sunday, or federal holiday observed by the United States federal government.

"Change Order" means a written document executed by authorized representatives of both parties that modifies the scope, schedule, pricing, deliverables, assumptions, or other terms of an existing Ordering Document.

"Cloud Tree" means Cloud Tree, LLC, doing business as Cloud Tree Technologies, together with its permitted successors and assigns.

"Confidential Information" has the meaning set forth in Section 12.

"Customer" means the legal entity executing this Agreement or any Ordering Document governed by this Agreement.

"Effective Date" means the date this Agreement is executed by the last party to sign it, unless another effective date is expressly stated.

"Intellectual Property Rights" means all worldwide rights relating to patents, copyrights, trademarks, trade secrets, know-how, moral rights, database rights, and other proprietary or intellectual property rights recognized under applicable law.

"Ordering Document" means any Statement of Work, Quote, Order Form, Change Order, Managed Services Agreement, Software Subscription & Licensing Master Agreement, or other written agreement executed by the parties that expressly incorporates or references this Agreement.

"Services" means the professional, technical, consulting, managed, implementation, procurement, subscription management, support, maintenance, or other technology-related services provided by Cloud Tree pursuant to an Ordering Document.

"Statement of Work" or "SOW" means a written agreement executed by the parties describing specific Services, deliverables, project scope, pricing, responsibilities, assumptions, schedules, or other engagement-specific terms.

"Third-Party Products" means any hardware, software, cloud service, subscription, telecommunications service, warranty, maintenance agreement, or other products or services provided by a third party and not owned or developed by Cloud Tree.

3. Services

Cloud Tree shall provide the Services described in the applicable Ordering Document in accordance with the terms of this Agreement. Each Ordering Document shall define the specific Services to be performed, the applicable Fees, project scope, assumptions, deliverables, schedule, responsibilities, and any additional terms applicable to that engagement.

Cloud Tree shall perform the Services in a professional and workmanlike manner using personnel possessing the appropriate experience, qualifications, and technical expertise reasonably necessary to perform the Services.

Unless expressly stated in an applicable Ordering Document, Cloud Tree shall determine the methods, procedures, personnel assignments, and technical approach used to perform the Services, provided such methods are consistent with generally accepted industry practices.

Any dates, schedules, milestones, or estimated completion times included in an Ordering Document are based upon the information available at the time of execution and are subject to reasonable adjustment due to changes in scope, Customer delays, third-party dependencies, supply chain constraints, force majeure events, or other circumstances beyond Cloud Tree's reasonable control.

Cloud Tree may utilize qualified employees, subcontractors, consultants, or third-party service providers to perform all or a portion of the Services, provided Cloud Tree remains responsible for the performance of the Services under this Agreement.

Customer acknowledges that certain Services may require cooperation from Customer, Customer's personnel, third-party vendors, internet service providers, telecommunications carriers, cloud providers, software publishers, equipment manufacturers, utility providers, or other third parties whose performance or availability is outside Cloud Tree's reasonable control. Cloud Tree shall not be responsible for delays, interruptions, increased costs, or failures resulting from the acts or omissions of such third parties.

Unless expressly stated in an applicable Ordering Document, the Services do not include:

custom software development;

application programming;

data entry or data cleansing;

legal, accounting, tax, or regulatory consulting;

architectural or engineering services;

physical construction, electrical work, or building modifications;

services outside the agreed scope of work; or

any other services not expressly identified in the applicable Ordering Document.

Cloud Tree may recommend hardware, software, cloud services, telecommunications services, or other third-party products as part of the Services. Customer acknowledges that such recommendations are based on information reasonably available at the time and that the availability, functionality, pricing, licensing, support, and lifecycle of third-party products remain subject to the policies and decisions of their respective manufacturers or providers.

Any Services requested by Customer that are outside the scope of an existing Ordering Document shall be subject to a mutually agreed Change Order or a separate Ordering Document before Cloud Tree is obligated to perform such Services.

Nothing in this Agreement guarantees that any particular technology, software, hardware, cloud service, telecommunications service, or third-party product will remain available, supported, or unchanged by its manufacturer or provider during the term of this Agreement.

4. Relationship of Ordering Documents

This Agreement establishes the general legal and commercial terms governing the relationship between the parties. The specific Services to be provided shall be described in one or more Ordering Documents executed pursuant to this Agreement.

Each Ordering Document shall constitute a separate and independent engagement between the parties. Unless expressly stated otherwise in the applicable Ordering Document or in a written amendment executed by both parties:

(a) each Ordering Document shall govern only the Services, Deliverables, Fees, schedules, assumptions, and obligations specifically described therein;

(b) the completion, expiration, suspension, amendment, or termination of one Ordering Document shall not affect the validity or enforceability of this Agreement or any other Ordering Document then in effect;

(c) multiple Ordering Documents may remain in effect concurrently, and each shall be interpreted independently except where this Agreement expressly provides otherwise; and

(d) a Change Order shall modify only the Ordering Document to which it expressly relates and shall not modify any other Ordering Document unless expressly stated therein.

In the event of any conflict between two or more Ordering Documents relating to different engagements, each Ordering Document shall govern the Services described therein without affecting the rights or obligations established under any other Ordering Document.

For the avoidance of doubt, this Agreement shall remain in effect for so long as at least one Ordering Document remains in effect, unless this Agreement is otherwise terminated in accordance with its terms.

5. Customer Responsibilities

Customer acknowledges that the timely and successful performance of the Services depends upon Customer's reasonable cooperation and fulfillment of the responsibilities set forth in this Agreement and the applicable Ordering Document.

Customer shall:

(a) designate one or more authorized representatives who shall have the authority to act on Customer's behalf with respect to the Services, including providing approvals, accepting Deliverables, authorizing changes, and making operational decisions necessary for Cloud Tree to perform the Services;

(b) provide Cloud Tree with timely access to facilities, equipment, systems, networks, accounts, documentation, personnel, and other resources reasonably necessary to perform the Services;

(c) ensure that all information, documentation, configurations, technical specifications, inventories, and other materials provided to Cloud Tree are accurate and complete to the best of Customer's knowledge;

(d) obtain and maintain all necessary rights, licenses, permissions, authorizations, and consents required for Cloud Tree to access or utilize Customer-owned systems, software, cloud services, facilities, or third-party services in connection with the Services;

(e) promptly review Deliverables, requests for information, recommendations, proposed changes, and other items requiring Customer action, and provide approvals, decisions, or feedback within a reasonable time;

(f) maintain current backups of Customer's systems, data, and applications unless Cloud Tree has expressly agreed in writing under an applicable Ordering Document to provide backup services;

(g) maintain reasonable physical, administrative, and technical safeguards for Customer's facilities, equipment, credentials, and information technology environment;

(h) promptly notify Cloud Tree of any known issues, security incidents, outages, changes, or circumstances that may reasonably affect the performance of the Services;

(i) comply with all applicable laws, regulations, licensing requirements, and contractual obligations applicable to Customer's business operations and use of the Services; and

(j) fulfill any additional responsibilities expressly identified in an applicable Ordering Document.

Customer acknowledges that delays in providing required information, approvals, access, equipment, facilities, personnel, or other cooperation may affect Cloud Tree's ability to perform the Services in accordance with the estimated schedule. Cloud Tree shall not be responsible for delays, increased costs, or impacts to the Services resulting from Customer's failure to timely fulfill its responsibilities under this Agreement or the applicable Ordering Document.

Cloud Tree may reasonably rely upon information, approvals, authorizations, and instructions provided by Customer's designated representatives unless Cloud Tree has actual knowledge that such representative lacks the authority to act on Customer's behalf.

Except as expressly provided in an applicable Ordering Document, Customer is solely responsible for the operation of its business, the use of its information technology systems, compliance with applicable legal and regulatory requirements, and all business decisions made in reliance upon recommendations or information provided by Cloud Tree. Cloud Tree provides technology services and recommendations but does not provide legal, accounting, tax, regulatory, investment, or other licensed professional advice.

6. Fees and Payment

Customer shall pay all Fees set forth in the applicable Ordering Document in accordance with the payment terms specified therein. Unless otherwise stated in the applicable Ordering Document, all Fees are stated in U.S. Dollars.

Invoices are due and payable within thirty (30) days from the invoice date unless a different payment term is expressly stated in the applicable Ordering Document. Payments shall be made without deduction, setoff, withholding, or counterclaim except as required by applicable law.

If Customer disputes any portion of an invoice, Customer shall notify Cloud Tree in writing within fifteen (15) days after receipt of the invoice, identifying the specific disputed amount and the basis for the dispute. Customer shall timely pay all undisputed amounts while the parties work in good faith to resolve the disputed portion. Failure to timely dispute an invoice shall constitute Customer's acceptance of the invoice as submitted.

Amounts not paid when due may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, calculated from the original due date until paid in full.

If Customer fails to make payment when due, Cloud Tree may, upon providing at least ten (10) Business Days' prior written notice, suspend performance of the affected Services until all undisputed past-due amounts have been paid in full. Cloud Tree shall not be liable for any delays, interruptions, or damages resulting from a suspension of Services exercised in accordance with this Section.

Customer shall reimburse Cloud Tree for all reasonable, pre-approved travel and out-of-pocket expenses incurred in connection with the Services only if such reimbursement is expressly provided for in the applicable Ordering Document.

Cloud Tree may require partial or full payment in advance for hardware, software, subscriptions, third-party products, special-order items, or other non-cancelable purchases where identified in the applicable Ordering Document.

Acceptance by Cloud Tree of any partial payment shall not constitute a waiver of its right to collect the remaining balance or any other amounts due under this Agreement.

Customer's issuance of a purchase order shall be for Customer's administrative convenience only. No purchase order, procurement document, or similar instrument shall modify or supersede the terms of this Agreement or any applicable Ordering Document unless Cloud Tree expressly agrees to such modification in a written agreement executed by authorized representatives of both parties.

Cloud Tree may invoice Customer electronically, and Customer agrees that electronic invoices satisfy any requirement for written billing under this Agreement.

7. Taxes

Unless expressly stated otherwise in an applicable Ordering Document, all Fees are exclusive of applicable federal, state, local, or foreign taxes, duties, levies, assessments, tariffs, or similar governmental charges imposed in connection with the Services or the sale, licensing, or delivery of products or services under this Agreement.

Customer shall be responsible for the payment of all applicable sales, use, excise, value-added, gross receipts, goods and services, or similar transaction-based taxes arising from the Services or any products or subscriptions provided under this Agreement, excluding taxes imposed on Cloud Tree's net income, franchise taxes, employment taxes, or taxes based upon Cloud Tree's property or business operations.

If Customer claims an exemption from applicable sales or use taxes, Customer shall provide Cloud Tree with a valid and properly completed tax exemption certificate or other documentation acceptable under applicable law before the applicable invoice is issued. If such documentation is not provided prior to invoicing, Cloud Tree may collect applicable taxes until satisfactory documentation is received. Any refund of taxes previously collected shall be subject to applicable law and the policies of the relevant taxing authority.

If any governmental authority determines that taxes should have been collected on amounts previously invoiced as tax-exempt due to Customer's failure to provide valid exemption documentation or because Customer's claimed exemption is determined to be invalid, Customer shall promptly reimburse Cloud Tree for such taxes, together with any applicable interest, penalties, or assessments imposed upon Cloud Tree to the extent resulting from Customer's claimed exemption.

Each party shall be responsible for its own income taxes, payroll taxes, employment-related taxes, and other taxes imposed upon its own business operations.

If Customer is required by applicable law to withhold any taxes from payments due to Cloud Tree, Customer shall promptly provide Cloud Tree with official documentation evidencing such withholding and shall cooperate in good faith to enable Cloud Tree to claim any available tax credits or exemptions. Unless otherwise required by applicable law, Customer shall pay such additional amounts as may be necessary so that Cloud Tree receives the full amount that would have been payable had no withholding been required.

8. Changes to Services

Either party may request changes to the scope, schedule, Deliverables, assumptions, or other requirements of an existing Ordering Document.

If Cloud Tree reasonably determines that a requested change will affect the scope of Services, Fees, project schedule, staffing, assumptions, or other commercial terms, Cloud Tree shall provide Customer with a written Change Order describing the proposed modifications. No requested change shall be binding unless the Change Order is executed by authorized representatives of both parties.

Until a Change Order becomes effective, Cloud Tree shall continue performing the Services in accordance with the existing Ordering Document to the extent reasonably practicable, unless the requested change prevents continued performance or the parties mutually agree otherwise.

Cloud Tree shall not be obligated to perform work that is outside the scope of the applicable Ordering Document unless the parties execute a Change Order or separate Ordering Document covering such work.

The following are examples of circumstances that may require a Change Order, including but not limited to:

(a) changes to project scope or objectives;

(b) additional locations, systems, users, devices, or environments;

(c) Customer-requested changes to Deliverables or technical requirements;

(d) changes resulting from inaccurate or incomplete information provided by Customer;

(e) delays caused by Customer or third parties;

(f) changes required due to newly identified technical conditions, site conditions, or environmental factors that could not reasonably have been anticipated at the commencement of the Services;

(g) manufacturer, software publisher, cloud provider, telecommunications carrier, utility, or other third-party changes affecting the Services; or

(h) any other modification that materially affects the cost, effort, schedule, or resources required to perform the Services.

If Customer requests Services outside the agreed scope before a Change Order has been executed and requests that Cloud Tree proceed immediately, Cloud Tree may, at its sole discretion, perform such Services on a time-and-materials basis at its then-current rates until the parties execute an applicable Change Order or separate Ordering Document.

Nothing in this Section shall require Cloud Tree to accept a requested change that would materially increase its risk, require services outside its capabilities, violate applicable law, or conflict with its existing contractual obligations.

9. Term and Termination

This Agreement shall become effective on the Effective Date and shall remain in effect until terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon thirty (30) days' prior written notice to the other party; provided, however, that such termination shall not affect any Ordering Document then in effect unless the applicable Ordering Document is also terminated in accordance with its terms or by mutual written agreement of the parties.

Unless otherwise expressly provided in the applicable Ordering Document, either party may terminate an individual Ordering Document for convenience upon thirty (30) days' prior written notice to the other party. If the Ordering Document includes a stated minimum term or other termination provisions, those provisions shall control.

Either party may terminate this Agreement or any applicable Ordering Document immediately upon written notice if the other party:

(a) materially breaches this Agreement or the applicable Ordering Document and fails to cure such breach within thirty (30) days after receiving written notice describing the breach in reasonable detail;

(b) becomes insolvent, makes an assignment for the benefit of creditors, files or has filed against it a petition in bankruptcy or similar insolvency proceeding that is not dismissed within sixty (60) days, or ceases to conduct business in the ordinary course; or

(c) engages in fraud, willful misconduct, or unlawful activity that materially affects the terminating party's rights or obligations under this Agreement.

Termination of this Agreement shall not affect the rights or obligations of either party that accrued prior to the effective date of termination.

Upon expiration or termination of an Ordering Document, Customer shall promptly pay Cloud Tree for:

(a) all Services performed through the effective date of termination;

(b) all non-cancelable commitments, third-party charges, subscriptions, licensing fees, hardware purchases, or other costs reasonably incurred by Cloud Tree on Customer's behalf prior to the effective date of termination; and

(c) any other amounts that became due prior to termination.

Upon termination, each party shall promptly return or securely destroy the other party's Confidential Information in accordance with Section 13, except to the extent retention is required by applicable law or for legitimate business recordkeeping purposes.

The expiration or termination of this Agreement shall not affect any provision that by its nature is intended to survive termination, including but not limited to provisions relating to payment obligations, confidentiality, intellectual property, limitation of liability, indemnification, dispute resolution, governing law, and any other provisions that are intended to survive.

Termination of this Agreement shall not, by itself, terminate any separately executed agreement between the parties unless expressly stated therein.

10. Suspension of Services

Cloud Tree may suspend all or a portion of the Services upon written notice to Customer if:

(a) Customer fails to pay any undisputed amount due under this Agreement and such failure continues for at least ten (10) Business Days after Cloud Tree provides written notice of the delinquency;

(b) Customer's use of the Services or Customer's systems presents a material threat to the security, integrity, or availability of Cloud Tree's systems, personnel, or other customers;

(c) Customer directs Cloud Tree to perform Services in a manner that Cloud Tree reasonably believes would violate applicable law, regulation, court order, or the rights of a third party;

(d) Cloud Tree is required to suspend the Services to comply with applicable law or a lawful governmental order; or

(e) a third-party provider upon whom the applicable Services materially depend suspends or terminates the underlying products or services for reasons beyond Cloud Tree's reasonable control.

Except where immediate suspension is reasonably necessary to protect persons, property, systems, or information, or where prohibited by law, Cloud Tree shall provide Customer with reasonable advance written notice of the suspension and, where applicable, an opportunity to cure the underlying condition.

Cloud Tree shall restore the affected Services as soon as reasonably practicable after the condition giving rise to the suspension has been resolved.

Customer shall remain responsible for all Fees that continue to accrue during any suspension resulting from Customer's breach of this Agreement or the applicable Ordering Document, including any recurring subscription fees, licensing costs, or third-party charges incurred by Cloud Tree on Customer's behalf.

Cloud Tree shall not be liable for any delay, interruption, loss of use, loss of data, loss of business, or other damages arising from a suspension of Services implemented in accordance with this Section.

Nothing in this Section limits either party's right to terminate this Agreement or an applicable Ordering Document in accordance with Section 9 if the circumstances giving rise to the suspension are not timely resolved.

11. Intellectual Property

Each party shall retain all right, title, and interest in and to its respective pre-existing intellectual property, including all associated Intellectual Property Rights. Except as expressly provided in this Agreement, neither party grants the other any ownership interest or license in its intellectual property.

Cloud Tree retains all right, title, and interest in and to its pre-existing methodologies, processes, techniques, know-how, software, scripts, templates, utilities, tools, frameworks, documentation formats, automation, configurations of general applicability, and other proprietary materials developed or owned by Cloud Tree before or independently of the Services (collectively, "Cloud Tree Materials").

Upon Customer's full payment of all applicable Fees, Customer shall own the Deliverables and Work Product specifically identified in the applicable Ordering Document as being created exclusively for Customer, excluding any Cloud Tree Materials, Third-Party Products, or pre-existing intellectual property incorporated therein.

To the extent any Cloud Tree Materials are incorporated into a Deliverable or Work Product provided to Customer, Cloud Tree grants Customer a perpetual, non-exclusive, non-transferable (except as permitted under this Agreement), royalty-free license to use such Cloud Tree Materials solely as incorporated into the applicable Deliverable or Work Product and solely for Customer's internal business purposes.

Nothing in this Agreement transfers ownership of any Third-Party Products or the intellectual property of any third party. Customer's rights with respect to Third-Party Products are governed solely by the applicable third-party license agreements, subscription terms, warranties, and other contractual terms established by the applicable third-party provider.

Unless otherwise expressly stated in an applicable Ordering Document, Cloud Tree may use, retain, and further develop any generalized knowledge, experience, skills, ideas, concepts, techniques, methodologies, processes, or know-how acquired during the performance of the Services, provided Cloud Tree does not disclose Customer's Confidential Information or incorporate Customer-specific proprietary information into work performed for another customer.

Neither party shall remove, alter, obscure, or modify any copyright, trademark, proprietary rights notice, or other ownership designation appearing on materials provided by the other party except with the prior written consent of the owning party.

Except as expressly provided in this Agreement, no license or other right is granted by implication, estoppel, or otherwise under any patent, copyright, trademark, trade secret, or other Intellectual Property Right of either party.

12. Confidentiality

Each party acknowledges that, during the course of performing or receiving Services under this Agreement, it may receive or have access to Confidential Information of the other party. Each party agrees to protect the Confidential Information of the other party in accordance with the terms of this Section.

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether in written, electronic, oral, visual, or other form, that is designated as confidential or that reasonably should be understood to be confidential under the circumstances of disclosure. Confidential Information includes, without limitation, business plans, financial information, pricing, customer information, technical information, system configurations, network diagrams, passwords, security procedures, software, documentation, trade secrets, proprietary methodologies, product roadmaps, and other non-public business or technical information.

Confidential Information does not include information that the Receiving Party can demonstrate:

(a) was publicly available at the time of disclosure or subsequently becomes publicly available through no wrongful act or omission of the Receiving Party;

(b) was lawfully known to the Receiving Party without restriction prior to disclosure by the Disclosing Party;

(c) was lawfully obtained from a third party without breach of any confidentiality obligation; or

(d) was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The Receiving Party shall:

(a) use the Confidential Information solely for purposes of performing or receiving Services under this Agreement;

(b) protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable standard of care;

(c) limit disclosure of Confidential Information to its employees, contractors, professional advisors, Affiliates, and subcontractors who have a legitimate need to know such information for purposes of this Agreement and who are bound by confidentiality obligations no less protective than those contained herein; and

(d) not disclose the Confidential Information to any other person without the prior written consent of the Disclosing Party except as expressly permitted by this Agreement.

If the Receiving Party is required by law, regulation, subpoena, court order, or other governmental process to disclose Confidential Information, the Receiving Party shall, to the extent legally permitted, provide the Disclosing Party with prompt written notice to allow the Disclosing Party an opportunity to seek a protective order or other appropriate remedy. The Receiving Party shall disclose only that portion of the Confidential Information that is legally required to be disclosed.

Each party acknowledges that unauthorized disclosure or use of Confidential Information may cause irreparable harm for which monetary damages alone may be an inadequate remedy. Accordingly, either party may seek appropriate equitable relief, including injunctive relief, in addition to any other remedies available at law or in equity.

Upon written request of the Disclosing Party or upon termination of this Agreement, the Receiving Party shall promptly return or securely destroy the Disclosing Party's Confidential Information in its possession or control, except to the extent retention is required by applicable law, professional recordkeeping requirements, disaster recovery systems, or routine backup media maintained in the ordinary course of business. Any retained Confidential Information shall remain subject to the confidentiality obligations of this Agreement for so long as it is retained.

The obligations set forth in this Section shall survive for a period of five (5) years following the expiration or termination of this Agreement; provided, however, that any trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

13. Warranties

Each party represents and warrants that:

(a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization;

(b) it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder; and

(c) the execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate or organizational action.

Cloud Tree warrants that the Services will be performed in a professional and workmanlike manner, consistent with generally accepted industry standards applicable to similar technology service providers.

If Customer reasonably believes that Cloud Tree has failed to comply with the foregoing warranty, Customer shall provide Cloud Tree with written notice describing the alleged nonconformity in reasonable detail within thirty (30) days after discovery. Cloud Tree shall be afforded a reasonable opportunity to investigate and, if the warranty has been breached, reperform the affected Services or otherwise correct the nonconforming portion of the Services at no additional charge.

The foregoing remedy shall constitute Customer's exclusive remedy, and Cloud Tree's sole obligation, for any breach of the express warranty contained in this Section.

Cloud Tree does not warrant, and expressly disclaims any representation, that:

(a) the Services will be uninterrupted or error-free;

(b) every defect, vulnerability, incompatibility, or operational issue will be identified or corrected;

(c) the Services will prevent every cybersecurity incident, unauthorized access, malware infection, ransomware event, data loss, denial-of-service attack, or other security event;

(d) Customer's systems or Third-Party Products will continue to operate without interruption, incompatibility, or failure;

(e) any Third-Party Product will remain available, supported, licensed, or compatible following changes made by its manufacturer, publisher, or provider; or

(f) the Services will achieve any particular business, financial, operational, regulatory, or commercial outcome unless expressly stated in an applicable Ordering Document.

Any warranty applicable to Third-Party Products is provided solely by the applicable manufacturer, publisher, licensor, or provider. To the extent such warranties are transferable, Cloud Tree shall assign or pass through those warranties to Customer when commercially reasonable, but Cloud Tree provides no independent warranty with respect to Third-Party Products.

14. Warranty Disclaimer

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 13, CLOUD TREE MAKES NO OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLOUD TREE EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

CUSTOMER ACKNOWLEDGES THAT INFORMATION TECHNOLOGY SERVICES ARE DEPENDENT UPON NUMEROUS FACTORS BEYOND CLOUD TREE'S REASONABLE CONTROL, INCLUDING THIRD-PARTY PRODUCTS, SOFTWARE, HARDWARE, INTERNET CONNECTIVITY, TELECOMMUNICATIONS SERVICES, CLOUD PROVIDERS, MANUFACTURER CHANGES, SECURITY THREATS, AND CUSTOMER'S OWN SYSTEMS AND OPERATIONS. ACCORDINGLY, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, CLOUD TREE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM SECURITY VULNERABILITIES OR THAT ANY PARTICULAR BUSINESS RESULT WILL BE ACHIEVED.

NO ORAL OR WRITTEN INFORMATION, ADVICE, RECOMMENDATION, DEMONSTRATION, OR OTHER COMMUNICATION PROVIDED BY CLOUD TREE OR ITS PERSONNEL SHALL CREATE ANY WARRANTY OR MODIFY THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT UNLESS EXPRESSLY SET FORTH IN A WRITTEN AMENDMENT OR ORDERING DOCUMENT EXECUTED BY BOTH PARTIES.

IF APPLICABLE LAW DOES NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THIS SECTION SHALL APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, LOSS OF ANTICIPATED SAVINGS, LOSS OF DATA, LOSS OF USE, BUSINESS INTERRUPTION, OR THE COST OF SUBSTITUTE GOODS OR SERVICES, REGARDLESS OF THE LEGAL THEORY UPON WHICH SUCH DAMAGES ARE BASED, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR THE EXCLUDED CLAIMS SET FORTH BELOW, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO A PARTICULAR ORDERING DOCUMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO CLOUD TREE UNDER THAT ORDERING DOCUMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

If a claim does not arise from a specific Ordering Document, each party's aggregate liability arising under this Agreement shall not exceed the total Fees paid or payable under all Ordering Documents during the twelve (12) months immediately preceding the event giving rise to the claim.

The limitations of liability contained in this Section shall not apply to:

(a) either party's fraud;

(b) either party's gross negligence or willful misconduct;

(c) either party's obligations under Section 16 (Indemnification);

(d) either party's breach of Section 12 (Confidentiality);

(e) Customer's obligation to pay Fees and other amounts properly due under this Agreement or any Ordering Document; or

(f) any liability that cannot be limited or excluded under applicable law.

The parties acknowledge that the Fees charged under this Agreement reflect the allocation of risk set forth herein and that each party has relied upon these limitations of liability in entering into this Agreement.

The limitations, exclusions, and allocations of liability set forth in this Section apply regardless of the form of action, whether arising in contract, tort (including negligence), strict liability, or otherwise, and shall survive the expiration or termination of this Agreement.

16. Indemnification

16.1 Cloud Tree Indemnification

Cloud Tree shall defend, indemnify, and hold harmless Customer and its respective directors, officers, employees, and agents from and against any third-party claim, demand, action, suit, or proceeding, and any resulting damages, judgments, settlements, liabilities, costs, and reasonable attorneys' fees, to the extent arising from:

(a) Cloud Tree's gross negligence or willful misconduct in performing the Services;

(b) Cloud Tree's material breach of this Agreement; or

(c) a claim that Deliverables developed exclusively by Cloud Tree under an applicable Ordering Document infringe a valid United States patent, copyright, trademark, or trade secret, except to the extent the claim results from:

(i) Customer-provided specifications, designs, instructions, or materials;

(ii) modifications made by Customer or a third party without Cloud Tree's written authorization;

(iii) use of the Deliverables in combination with products, software, or services not provided or approved by Cloud Tree where the infringement would not otherwise have occurred; or

(iv) Customer's continued use of the Deliverables after Cloud Tree has provided a commercially reasonable non-infringing replacement or workaround.

If an infringement claim under subsection (c) appears reasonably likely, Cloud Tree may, at its option and expense:

obtain the right for Customer to continue using the affected Deliverable;

modify or replace the Deliverable so it becomes non-infringing while providing substantially equivalent functionality; or

if neither option is commercially reasonable, terminate the affected portion of the applicable Ordering Document and refund any prepaid Fees applicable to the unused portion of the affected Services.

16.2 Customer Indemnification

Customer shall defend, indemnify, and hold harmless Cloud Tree, its Affiliates, and their respective directors, officers, employees, agents, and subcontractors from and against any third-party claim, demand, action, suit, or proceeding, and any resulting damages, judgments, settlements, liabilities, costs, and reasonable attorneys' fees, arising from:

(a) Customer's gross negligence or willful misconduct;

(b) Customer's material breach of this Agreement;

(c) Customer's violation of applicable law;

(d) Customer-provided data, content, software, specifications, instructions, documentation, or other materials;

(e) Customer's misuse of the Services or Deliverables; or

(f) claims alleging infringement of intellectual property rights arising from materials or instructions supplied by Customer.

16.3 Indemnification Procedure

The party seeking indemnification ("Indemnified Party") shall:

(a) promptly notify the other party ("Indemnifying Party") in writing of any claim for which indemnification is sought, except that failure to provide prompt notice shall not relieve the Indemnifying Party of its obligations unless it is materially prejudiced by the delay;

(b) permit the Indemnifying Party to assume control of the defense and settlement of the claim using counsel reasonably acceptable to the Indemnified Party; and

(c) provide reasonable cooperation in the defense of the claim at the Indemnifying Party's expense.

The Indemnified Party may participate in the defense using counsel of its own choosing at its own expense.

The Indemnifying Party shall not settle any claim without the prior written consent of the Indemnified Party if the settlement:

(a) admits liability or wrongdoing on behalf of the Indemnified Party;

(b) imposes any non-monetary obligation upon the Indemnified Party; or

(c) adversely affects the rights, business, reputation, or operations of the Indemnified Party.

Such consent shall not be unreasonably withheld, conditioned, or delayed.

The rights and obligations set forth in this Section constitute each party's exclusive indemnification obligations under this Agreement.

17. Insurance

Throughout the term of this Agreement, each party shall maintain, at its own expense, insurance coverage that is commercially reasonable and appropriate for the nature of its business operations and the obligations assumed under this Agreement.

Without limiting the foregoing, Cloud Tree shall maintain, as applicable to its business operations:

(a) Commercial General Liability insurance;

(b) Professional Liability (Errors and Omissions) insurance;

(c) Workers' Compensation insurance and employer's liability insurance as required by applicable law; and

(d) Cyber Liability or Cyber Risk insurance appropriate to the Services provided.

Upon reasonable written request, either party shall provide the other with a certificate of insurance evidencing the required coverage. The obligation to provide such certificate shall not require either party to disclose confidential policy terms or limits beyond those customarily included on a certificate of insurance.

The maintenance of insurance pursuant to this Agreement shall not be construed to expand or limit either party's liability under this Agreement, nor shall it be interpreted as creating any obligation beyond the coverage actually maintained by the applicable insurer.

Each party shall be solely responsible for any deductibles, self-insured retentions, or uninsured portions of any claim applicable to its own insurance coverage.

Nothing in this Agreement shall require either party to obtain insurance naming the other party as an additional insured unless expressly required by an applicable Ordering Document.

Failure by either party to maintain insurance required by this Section shall not automatically constitute a waiver of any rights or remedies available under this Agreement but may constitute a material breach if such failure is not cured within a reasonable period following written notice.

18. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement, other than payment obligations, to the extent such failure or delay results from events or circumstances beyond the reasonable control of the affected party ("Force Majeure Event").

Force Majeure Events include, without limitation:

(a) acts of God;

(b) fire, flood, earthquake, hurricane, tornado, or other natural disasters;

(c) epidemic, pandemic, public health emergency, or quarantine restrictions;

(d) war, terrorism, civil unrest, riot, sabotage, or acts of public enemies;

(e) labor disputes, strikes, lockouts, or other industrial disturbances not involving the affected party's own workforce;

(f) governmental actions, embargoes, sanctions, changes in law, or orders of any governmental authority;

(g) interruption or failure of utilities, telecommunications networks, internet service providers, cloud infrastructure providers, or other public infrastructure;

(h) widespread cyberattacks, internet outages, denial-of-service attacks, or other events affecting critical public communications or infrastructure; or

(i) shortages or delays in the manufacture, shipment, or delivery of hardware, software, equipment, or other materials caused by circumstances beyond the affected party's reasonable control.

The affected party shall use commercially reasonable efforts to:

(a) promptly notify the other party of the Force Majeure Event;

(b) minimize the effects of the Force Majeure Event;

(c) resume performance as soon as reasonably practicable; and

(d) continue performing those obligations not affected by the Force Majeure Event.

If a Force Majeure Event continues for more than ninety (90) consecutive days and materially prevents performance of a substantial portion of the Services, either party may terminate the affected Ordering Document upon written notice to the other party without further liability, except for payment obligations accrued prior to the effective date of termination.

Nothing in this Section shall excuse Customer from paying amounts that became due prior to the occurrence of the Force Majeure Event.

19. Non-Solicitation of Personnel

During the term of this Agreement and for a period of twelve (12) months following the expiration or termination of the applicable Ordering Document, neither party shall knowingly solicit for employment or engagement any employee of the other party who was materially involved in the performance or receipt of the Services under such Ordering Document.

Nothing in this Section shall prohibit either party from:

(a) hiring or engaging any individual who responds to a general advertisement, public job posting, recruiting campaign, career fair, or similar broad-based solicitation not specifically directed toward the other party's personnel;

(b) hiring or engaging any individual who independently seeks employment without prior solicitation by the hiring party;

(c) engaging any recruiting firm or employment agency that has not been specifically instructed to target employees of the other party; or

(d) hiring any individual whose employment with the other party has ended for at least six (6) months prior to the commencement of employment discussions.

For purposes of this Section, "solicit" means the direct and intentional recruitment of an employee for employment or engagement. General advertising, public recruiting efforts, and responses to unsolicited inquiries shall not constitute solicitation.

Each party acknowledges that a breach of this Section may result in substantial harm that may be difficult to quantify. Accordingly, the non-breaching party shall be entitled to seek appropriate equitable relief, including injunctive relief, in addition to any other remedies available at law or in equity.

Nothing in this Section shall restrict either party's ability to conduct its business generally or interfere with any individual's right to seek or accept employment.

20. Independent Contractor

The relationship of the parties under this Agreement is that of independent contracting parties. Nothing contained in this Agreement shall be construed to create any partnership, joint venture, agency, fiduciary relationship, franchise, employment relationship, or other legal association between the parties.

Neither party has the authority to bind, obligate, or incur any liability on behalf of the other party, nor shall either party represent to any third party that it possesses such authority unless expressly authorized in writing by the other party.

Cloud Tree shall have sole responsibility for the direction, control, supervision, compensation, and performance of its employees, subcontractors, consultants, and other personnel engaged in performing the Services.

Cloud Tree shall be solely responsible for the payment of all compensation, wages, salaries, benefits, payroll taxes, employment taxes, unemployment insurance, workers' compensation insurance, and other obligations relating to its personnel.

Customer shall have no responsibility or liability for the employment, supervision, compensation, benefits, or tax obligations of Cloud Tree's personnel.

Similarly, Cloud Tree shall have no responsibility or liability for the employment, supervision, compensation, benefits, or tax obligations of Customer's employees or contractors.

Nothing in this Agreement shall be interpreted as creating any exclusive relationship between the parties. Subject to the confidentiality obligations and any other applicable restrictions set forth in this Agreement, each party remains free to conduct business with other customers, vendors, suppliers, contractors, and service providers, including those that may compete with the other party.

Neither party shall make any public statement or representation suggesting that the parties are partners, joint venturers, or otherwise affiliated beyond the independent contractual relationship established by this Agreement.

21. Compliance with Laws

Each party shall comply with all applicable federal, state, and local laws, regulations, ordinances, and governmental requirements applicable to its performance under this Agreement.

Cloud Tree shall perform the Services in accordance with applicable laws governing the provision of the Services. Customer shall be responsible for complying with all laws, regulations, licensing requirements, industry standards, and governmental obligations applicable to Customer's business operations, the operation of Customer's information technology environment, and Customer's use of the Services.

Unless expressly stated in an applicable Ordering Document, Cloud Tree does not undertake responsibility for Customer's compliance with any specific legal, regulatory, industry, cybersecurity, privacy, or contractual requirements, including but not limited to those relating to healthcare, financial services, education, payment processing, government contracting, or data protection.

Any recommendations, assessments, reports, documentation, or guidance provided by Cloud Tree are intended to assist Customer in making informed business and technical decisions and shall not be construed as legal advice, regulatory advice, accounting advice, audit opinions, certifications, or guarantees of compliance.

Customer acknowledges that compliance with applicable laws and regulations remains Customer's responsibility, including determining whether the Services provided by Cloud Tree satisfy Customer's legal, regulatory, contractual, or internal governance requirements.

If performance of the Services would require Cloud Tree to violate applicable law or regulation, Cloud Tree may suspend the affected Services until the issue is resolved or terminate the affected Ordering Document in accordance with Section 9.

Nothing in this Agreement shall be interpreted as requiring either party to take any action that would violate applicable law or governmental regulation.

22. Assignment

Neither party may assign, transfer, delegate, or otherwise convey this Agreement or any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned, or delayed.

Notwithstanding the foregoing, Cloud Tree may assign this Agreement, in whole or in part, without Customer's consent:

(a) to any Affiliate;

(b) in connection with a merger, acquisition, corporate reorganization, or change in control;

(c) in connection with the sale or transfer of all or substantially all of Cloud Tree's assets or business relating to the Services; or

(d) as part of a financing transaction involving substantially all of Cloud Tree's business assets,

provided that the assignee assumes Cloud Tree's obligations under this Agreement.

Customer may assign this Agreement without Cloud Tree's consent only in connection with a merger, acquisition, corporate reorganization, or the sale of all or substantially all of Customer's business or assets to which this Agreement relates, provided that the assignee assumes Customer's obligations under this Agreement.

Any purported assignment in violation of this Section shall be null and void.

Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

The use of subcontractors by Cloud Tree to perform portions of the Services shall not constitute an assignment of this Agreement, provided that Cloud Tree remains responsible for the performance of the Services in accordance with this Agreement.

23. Notices

Any notice, request, demand, consent, approval, or other communication required or permitted under this Agreement (each, a "Notice") shall be in writing and shall be deemed given when:

(a) delivered personally;

(b) sent by nationally recognized overnight courier with tracking confirmation;

(c) mailed by certified or registered United States Mail, return receipt requested, postage prepaid; or

(d) transmitted by electronic mail to the email address designated by the receiving party, provided that no automated error message or notice of non-delivery is received by the sending party.

Notices shall be sent to the addresses or email addresses specified in this Agreement or in the applicable Ordering Document, or to such other address or email address as either party may designate by Notice in accordance with this Section.

A Notice shall be deemed received:

(a) on the date of personal delivery;

(b) on the next Business Day following deposit with a nationally recognized overnight courier;

(c) three (3) Business Days after deposit in the United States Mail; or

(d) on the date transmitted by electronic mail if sent before 5:00 p.m. local time at the recipient's location on a Business Day, or otherwise on the next Business Day.

Routine operational communications, including project updates, technical requests, support communications, scheduling matters, invoices, purchase orders, change requests, and other day-to-day business correspondence, shall not constitute formal Notices under this Agreement and may be transmitted through the parties' ordinary business communication channels, including electronic mail, ticketing systems, customer portals, collaboration platforms, or other mutually accepted communication methods.

Either party may change its designated Notice address or email address by providing Notice to the other party in accordance with this Section.

24. Governing Law and Dispute Resolution

This Agreement and any dispute, claim, or controversy arising out of or relating to this Agreement, any Ordering Document, or the Services provided hereunder shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles.

The parties agree that any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in the State of New York. Each party irrevocably submits to the personal jurisdiction and venue of such courts and waives any objection based upon improper venue or forum non conveniens.

Prior to commencing litigation, the parties shall make a good faith effort to resolve any dispute through discussions between individuals having authority to settle the matter. If the dispute is not resolved through such discussions within thirty (30) days after written notice of the dispute, either party may pursue any remedies available at law or in equity.

EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY ORDERING DOCUMENT.

Nothing in this Section shall prevent either party from seeking temporary, preliminary, or permanent injunctive relief, specific performance, or other equitable remedies from a court of competent jurisdiction where such relief is necessary to protect its Confidential Information, Intellectual Property Rights, or other legal rights pending final resolution of a dispute.

Except as otherwise provided by applicable law or this Agreement, each party shall bear its own attorneys' fees, costs, and expenses incurred in connection with any dispute arising under this Agreement.

25. General Provisions

25.1 Export Compliance

Each party shall comply with all applicable export control, import control, economic sanctions, and trade laws and regulations of the United States and any other applicable jurisdiction in connection with this Agreement. Neither party shall knowingly export, re-export, transfer, or provide any products, software, technology, or services in violation of such laws or regulations.

25.2 Entire Agreement

This Agreement, together with each applicable Ordering Document and any written amendments executed by authorized representatives of both parties, constitutes the complete and exclusive agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous proposals, quotations, discussions, negotiations, representations, understandings, and agreements, whether oral or written, relating to the same subject matter.

25.3 Order of Precedence

In the event of a conflict between the documents comprising the parties' agreement, the following order of precedence shall apply unless an applicable Ordering Document expressly states otherwise:

(a) a written amendment to this Agreement executed by authorized representatives of both parties;

(b) the applicable Ordering Document;

(c) this Master Services Agreement; and

(d) any exhibits, schedules, or attachments incorporated into the applicable Ordering Document.

Preprinted or standard terms contained in purchase orders, procurement portals, vendor registration systems, payment portals, click-through agreements, invoices, acknowledgements, or similar documents issued by Customer shall have no force or effect unless expressly accepted in writing by an authorized representative of Cloud Tree.

25.4 Amendments

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by authorized representatives of both parties.

25.5 Waiver

No failure or delay by either party to exercise any right, remedy, or privilege under this Agreement shall operate as a waiver of that right, remedy, or privilege. A waiver of any breach shall not constitute a waiver of any subsequent breach.

25.6 Severability

If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permitted by law, and the remaining provisions shall remain in full force and effect.

25.7 No Third-Party Beneficiaries

Except as expressly provided in this Agreement, nothing contained herein shall confer upon any person or entity other than the parties and their respective permitted successors and assigns any legal or equitable right, benefit, or remedy.

25.8 Counterparts; Electronic Signatures

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

Signatures exchanged electronically, including through electronic signature platforms or by electronic transmission in PDF or similar format, shall be deemed original signatures and shall be legally binding to the fullest extent permitted by applicable law.

25.9 Headings

Section headings are provided solely for convenience and shall not affect the interpretation of this Agreement.

25.10 Further Assurances

Each party agrees to execute such additional documents and perform such additional acts as may be reasonably necessary to carry out the intent and purposes of this Agreement.

Last updated: August 2, 2026

CloudTree ("CloudTree," "we," "us," or "our") operates CloudTree Aegis, a secure online portal that lets our customers view information about the products, services, and billing associated with their CloudTree account. This Privacy Policy explains what information we collect, how we use it, and the choices you have. It also describes how CloudTree Aegis accesses and uses data from Intuit QuickBooks Online.

1. Who this policy covers

This policy applies to users of the CloudTree Aegis portal and to data CloudTree accesses through connected third-party services (including Intuit QuickBooks Online) to provide the portal.

2. Information we collect

• Account & identity: your name, business email, company affiliation, and role, provided when CloudTree grants you portal access (via Microsoft sign-in). We record sign-in events for security.
• Billing and invoice data from QuickBooks Online: when you view the Billing section, we display invoice information CloudTree has sent to your organization from QuickBooks Online — including invoice numbers, dates, amounts, balances, due dates, line-item descriptions, customer-facing memos, invoice PDFs, and attachments CloudTree chose to include. We also read your organization's customer record and recurring-plan names to label and organize invoices.
• Information you provide: purchase-order numbers, general-ledger/cost-center codes, and billing questions or disputes you submit in the portal.
• Technical data: standard log data (request times, error diagnostics) used to operate and secure the service.

3. How we use QuickBooks Online data

CloudTree Aegis connects to Intuit QuickBooks Online using OAuth 2.0 and accesses your data on a strictly READ-ONLY basis. We use this data solely to:

• show your organization the invoices CloudTree has sent to you (paid, outstanding, and past-due), their details, and PDFs;
• resolve plan/subscription names and organize your billing history;
• let you attach your own PO/GL codes and raise billing questions.

CloudTree Aegis never creates, edits, voids, sends, or deletes anything in QuickBooks Online. All invoices are generated and sent by CloudTree from within QuickBooks; the portal only reflects what has already been sent.

4. How we store and protect data

QuickBooks data we display is stored as a read-only copy in CloudTree's secured databases hosted on Microsoft Azure in the United States. Access credentials (OAuth tokens) are stored securely and used only by CloudTree's backend. Data is transmitted over encrypted connections (HTTPS/TLS). Access to each organization's data is restricted to that organization's authorized users; you can only see your own organization's information.

5. How we share information

We do not sell your information and we do not share it with third parties for their own marketing. We share information only: (a) with service providers that host or support the platform (e.g., Microsoft Azure, Intuit) under appropriate obligations; (b) when required by law; or (c) with your consent.

6. Data retention and deletion

We retain the mirrored QuickBooks data while the QuickBooks connection is active and as needed to provide the portal. If CloudTree disconnects the QuickBooks Online connection, or upon a verified request, we remove or de-identify the associated mirrored data, subject to legal and recordkeeping requirements.

7. Your choices

You may request access to, correction of, or deletion of your personal information by contacting us. Your organization's administrator and CloudTree manage portal access and the QuickBooks connection.

8. Cookies

The portal uses only cookies/local storage necessary for authentication and to keep you signed in. We do not use advertising cookies.

9. Children's privacy

The service is intended for business use and is not directed to children under 16.

10. Changes to this policy

We may update this policy; we will revise the "Last updated" date and, where appropriate, notify you.

11. Contact

Cloud Tree, LLC (d/b/a Cloud Tree Technologies) · 418 Broadway #8560, Albany, NY 12207 · support@cloud-tree.com

Last updated: August 2, 2026

This End-User License Agreement ("Agreement") governs your access to and use of the CloudTree Aegis portal and related services (the "Service") provided by CloudTree ("CloudTree," "we," "us"). By accessing or using the Service, you agree to this Agreement. If you do not agree, do not use the Service.

1. License

CloudTree grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your organization's internal business purposes, in accordance with this Agreement and the access CloudTree grants you.

2. Accounts and access

Access is provided to authorized users designated by your organization and CloudTree. You are responsible for keeping your sign-in credentials confidential and for activity under your account. Notify us promptly of any unauthorized use.

3. Acceptable use

You agree not to: (a) access data that does not belong to your organization; (b) interfere with or disrupt the Service; (c) attempt to gain unauthorized access; (d) reverse engineer, copy, or resell the Service; or (e) use the Service unlawfully.

4. Third-party services (Intuit QuickBooks Online)

The Service displays billing information sourced from Intuit QuickBooks Online on a read-only basis. Your organization's use of QuickBooks Online and other Intuit products is governed by Intuit's own terms and privacy policy. CloudTree does not modify data in QuickBooks Online through the Service and is not responsible for third-party services.

5. Intellectual property

The Service, including its software, design, and content (excluding your organization's data), is owned by CloudTree and its licensors and is protected by law. No rights are granted except as expressly stated.

6. Customer data

As between the parties, your organization's data remains your organization's. You grant CloudTree the rights necessary to operate and provide the Service.

7. Disclaimers

The Service is provided "AS IS" and "AS AVAILABLE" without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. Billing information shown in the portal is provided for convenience; the authoritative record is maintained by CloudTree in QuickBooks Online, and CloudTree's official invoices govern in the event of any discrepancy.

8. Limitation of liability

To the maximum extent permitted by law, CloudTree will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits or revenues, arising from or related to your use of the Service. CloudTree's total liability for any claim relating to the Service will not exceed USD $100 (one hundred U.S. dollars).

9. Indemnification

You agree to indemnify and hold CloudTree harmless from claims arising out of your misuse of the Service or violation of this Agreement.

10. Term and termination

This Agreement applies while you use the Service. CloudTree may suspend or terminate access at any time, including for violation of this Agreement. Provisions that by their nature should survive termination will survive.

11. Governing law

This Agreement is governed by the laws of the State of New York, without regard to conflict-of-laws principles.

12. Changes

We may update this Agreement; continued use after changes constitutes acceptance. We will revise the "Last updated" date.

13. Contact

Cloud Tree, LLC (d/b/a Cloud Tree Technologies) · 418 Broadway #8560, Albany, NY 12207 · support@cloud-tree.com

CloudTree Aegis connects to Intuit QuickBooks Online on a strictly read-only basis to display your organization's sent invoices inside the CloudTree Aegis portal.

To disconnect the QuickBooks Online connection

1. CloudTree administrators can disconnect at any time from the CloudTree admin console; or
2. From within QuickBooks Online, go to Settings → Apps → CloudTree Aegis → Disconnect.

Once disconnected, CloudTree stops syncing new billing data and removes the mirrored QuickBooks data in accordance with our Privacy Policy.

Questions?

Email support@cloud-tree.com.

CloudTree Aegis  ·  Privacy Policy  ·  Terms of Use