1. Introduction

These Customer Terms & Conditions ("Terms") govern the sale of products, software, cloud services, subscriptions, maintenance, and professional services provided by vCloud Tech Inc. ("vCloud Tech," "we," "our," or "us") to the customer ("Customer," "you," or "your").

By accepting a quotation, issuing a purchase order, signing an agreement, accepting delivery, or making payment, Customer agrees to be bound by these Terms.

2. Definitions

• "Products" means hardware, software licenses, cloud subscriptions, maintenance, and any other items resold by vCloud Tech.
• "Services" means installation, configuration, migration, consulting, training, assessment, technical support, and other professional services performed by vCloud Tech.
• "Publisher" or "OEM" means the original manufacturer, developer, or licensor of a Product (for example, Microsoft, AWS, Adobe, Cisco, Google).
• "Distributor" means an authorized distributor through which vCloud Tech sources or fulfills Products (for example, Ingram Micro or Carahsoft).
• "Order" means a purchase order, accepted quotation, or ordering document for Products or Services.
• "Cooperative Contract" means a government purchasing vehicle or cooperative agreement (for example, GSA, NASPO ValuePoint, OMNIA Partners, or TIPS) under which Customer places an Order.

3. Scope

These Terms apply to all quotations, sales orders, invoices, renewals, subscriptions, cloud services, and professional services provided by vCloud Tech unless otherwise agreed in writing.

Any special terms stated on an individual quotation or executed agreement take precedence over these Terms for that specific transaction only, and do not modify these Terms for any other Order.

4. Quotations and Pricing

Unless otherwise stated, quotations are valid for thirty (30) calendar days from the quotation date.

Pricing is subject to manufacturer and Distributor availability.

Pricing may change prior to Order acceptance if manufacturer costs, exchange rates, tariffs, or Distributor pricing change.

Prices do not include applicable taxes, shipping, handling, customs duties, or governmental fees unless specifically stated.

5. Purchase Orders

A purchase order submitted by Customer constitutes an offer to purchase under these Terms. vCloud Tech reserves the right to accept or reject any purchase order.

Customer purchase order terms that conflict with these Terms do not apply unless expressly accepted by vCloud Tech in writing. These Terms govern over any pre-printed or standard terms on a Customer purchase order.

6. Payment Terms

Unless otherwise approved in writing, Payment Terms are Net 30 Days — payment is due within thirty (30) days from the invoice date.

vCloud Tech may require credit approval, advance payment, partial payment, or payment before shipment for new customers, large orders, custom configurations, or special-order products.

Late payments may result in suspension of services, delayed shipments, credit hold, and interest or late charges permitted by applicable law (up to 1.5% per month or the maximum rate permitted by law, if lower). Customer is responsible for all reasonable collection costs incurred due to overdue accounts.

Customer must notify vCloud Tech in writing of any good-faith invoice dispute within 10 business days of receipt, stating the reason for the dispute; undisputed amounts remain due on the original due date.

7. Taxes

Customer is responsible for all applicable sales, use, VAT, GST, excise, withholding, or similar taxes unless a valid tax-exemption certificate is provided before invoicing.

8. Product Availability

All Products are subject to manufacturer and Distributor availability. Estimated delivery dates are estimates only. vCloud Tech is not responsible for delays caused by manufacturer shortages, supply chain disruptions, customs delays, transportation delays, or force majeure events.

9. Shipping and Delivery

Risk of loss transfers to Customer upon delivery to the carrier, unless otherwise agreed.

Partial shipments may be made.

Delivery dates are estimates only.

Customer shall inspect shipments promptly and report visible damage within five (5) business days.

10. Software Licensing and End User License Agreements (EULA)

Software is licensed, not sold. Each software Publisher establishes its own licensing terms, restrictions, and permitted use.

By purchasing software through vCloud Tech, Customer agrees to comply with the applicable End User License Agreement (EULA), subscription agreement, or licensing terms issued by the Publisher. vCloud Tech acts solely as an authorized reseller and is not the Publisher, developer, or owner of third-party software.

vCloud Tech is not responsible for Publisher licensing terms, product functionality, software updates, feature availability, subscription restrictions, license enforcement, or software performance. Customer agrees to look solely to the Publisher for any claim, support obligation, or remedy arising from a EULA or software licensing terms. Questions regarding licensing should be directed to the applicable software Publisher.

11. Cloud Services and Subscriptions

Cloud services, including but not limited to Microsoft, AWS, Adobe, Zoom, and Google Cloud subscriptions, are governed by the applicable Publisher's service agreement.

Cloud subscriptions may automatically renew unless cancelled in accordance with the Publisher's policies; where vCloud Tech is notified of a renewal date by the Publisher, vCloud Tech will make reasonable efforts to notify Customer in advance, but Customer remains responsible for tracking renewal and cancellation deadlines.

Licensing changes are controlled by the Publisher.

Availability of cloud services depends on the Publisher's platform.

vCloud Tech cannot modify Publisher licensing terms.

12. Fulfillment Through Authorized Distributors

For certain Products, vCloud Tech fulfills Orders as an indirect reseller through authorized Distributors (for example, Microsoft Cloud Solution Provider volumes through Ingram Micro, or public-sector orders routed through Carahsoft). Where an Order is fulfilled through a Distributor, Customer acknowledges that the Distributor's or Publisher's program terms, pricing structure, and processing timelines may apply in addition to these Terms, and vCloud Tech will pass through any such additional terms made known to it.

13. Returns and Cancellations

Return requests are subject to manufacturer and Distributor approval. Unless otherwise permitted: opened software licenses are non-returnable; electronic software delivery is non-refundable; cloud subscriptions may be non-cancellable; special-order products are non-returnable.

Approved returns may be subject to restocking fees. Returned items must include all original packaging and accessories.

14. Warranty

Manufacturer warranties apply to hardware products. Software warranties, if any, are provided solely by the software Publisher. Except as expressly stated, vCloud Tech makes no additional warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement.

15. Professional Services

Professional services include, but are not limited to, installation, configuration, migration, consulting, training, assessments, and technical support, and are provided according to the applicable Statement of Work (SOW), proposal, or service agreement.

Where Services are performed at Customer's premises, Customer will provide safe and reasonable access to its facilities, staff, and systems, and each party will maintain adequate insurance appropriate to its role in the engagement.

16. Limitation of Liability

To the maximum extent permitted by law, vCloud Tech is not liable for lost profits, lost revenue, loss of data, business interruption, or any consequential, incidental, special, indirect, or punitive damages.

vCloud Tech's total liability arising from any transaction shall not exceed the amount paid by Customer for the applicable Product or Service giving rise to the claim.

17. Indemnification

As a reseller, vCloud Tech disclaims any obligation to indemnify Customer against claims relating to a Product's design, manufacture, or intellectual property, and Customer agrees to look solely to the applicable Publisher or manufacturer for any such claim. Each party will indemnify the other against third-party claims arising from that party's gross negligence or willful misconduct in connection with an Order, to the extent permitted by law.

18. Intellectual Property

All intellectual property rights remain the property of their respective owners. Nothing in these Terms transfers ownership of any software, documentation, trademarks, patents, copyrights, or proprietary materials.

19. Confidentiality

Each party will protect the other's non-public business, technical, or pricing information disclosed in connection with an Order using at least the same degree of care it uses to protect its own confidential information, and will not disclose it to third parties except as needed to perform the Order, to its professional advisors, or as required by law.

20. Privacy

Customer information is collected, used, and protected in accordance with the vCloud Tech Privacy Policy. vCloud Tech will use commercially reasonable measures to safeguard customer information. Where a cloud subscription places Customer's own data within a Publisher's platform, that data remains subject to the Publisher's privacy and data-processing terms, not this document.

21. Export Compliance

Customer agrees to comply with all applicable export control laws, trade restrictions, and sanctions administered by the United States and other applicable governmental authorities, and shall not export, transfer, or use Products in violation of applicable law.

22. Government and Public Sector Orders

Where Customer places an Order under a Cooperative Contract or a direct government contract, the terms of that Cooperative Contract or government contract will govern to the extent they conflict with these Terms, and these Terms apply to fill any gap the Cooperative Contract or government contract does not address.

23. Force Majeure

Neither party is liable for delays or failure to perform resulting from circumstances beyond its reasonable control, including natural disasters, floods, fires, epidemics or pandemics, government actions, labor disputes, cybersecurity incidents, utility failures, transportation disruptions, or manufacturer shortages.

24. Governing Law and Dispute Resolution

These Terms are governed by and interpreted under the laws of the State of California, without regard to conflict-of-law principles, unless otherwise agreed in writing or superseded by a Cooperative Contract's governing law provision under Section 22.

Before initiating litigation, the parties will attempt in good faith to resolve any dispute through direct negotiation between authorized representatives for a period of thirty (30) days following written notice of the dispute.

25. Assignment

Neither party may assign these Terms or any Order without the other party's prior written consent, except that vCloud Tech may assign its right to receive payment without Customer's consent.

26. Notices

Notices under these Terms must be in writing and are deemed received upon actual receipt, or three (3) business days after mailing by prepaid mail, or one (1) business day after sending by courier or email with confirmation of receipt.

27. Severability

If any provision of these Terms is found invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision will be interpreted to best reflect the original intent of the parties.

28. No Waiver

A party's failure to enforce any provision of these Terms is not a waiver of that provision or of the right to enforce it later.

29. Survival

Sections 14 (Warranty), 16 (Limitation of Liability), 17 (Indemnification), 18 (Intellectual Property), 19 (Confidentiality), and any payment obligations accrued prior to termination, survive the expiration or termination of an Order.

30. Electronic Acceptance

Customer consents to receiving quotations, invoices, and notices electronically. Electronic acceptance of a quotation, an email confirmation, or an electronic signature has the same legal effect as a signed written document.

31. Entire Agreement

These Terms, together with any quotation, purchase order accepted by vCloud Tech, Statement of Work, or written agreement, constitute the entire agreement between the parties regarding the applicable transaction, and supersede all prior or contemporaneous communications on the same subject.

32. Changes to These Terms

vCloud Tech may update these Terms from time to time. The version in effect on the date of the applicable quotation or Order governs that transaction.

33. Regulatory, Supplier & Terms Changes

vCloud Tech operates within a supply chain that includes manufacturers, software publishers, cloud service providers, authorized distributors, and government contracting agencies. Product availability, pricing, licensing, technical specifications, fulfillment processes, support offerings, and program requirements may change without notice as a result of actions taken by these third parties or changes in applicable United States laws, regulations, trade policies, tariffs, export controls, sanctions, or other governmental requirements.

These Terms and Conditions themselves — including payment terms, warranty and licensing pass-through language, and any other provision — may be updated by vCloud Tech at any time to reflect such regulatory changes or changes imposed by a manufacturer, Publisher, or Distributor. vCloud Tech reserves the right to modify quotations, pricing, delivery schedules, fulfillment methods, or other applicable terms to the extent reasonably necessary to comply with such changes. Where a change materially affects an accepted Order, vCloud Tech will make commercially reasonable efforts to notify the Customer and work in good faith to determine an appropriate resolution.

34. Contact Information

vCloud Tech Inc.

Website: https://vcloudtech.com/

Email: vcloud@vcloudtech.com

Phone: (833) 482-5683

609 Deep Valley Dr Suite 200, Rolling Hills Estates, CA 90274

35. Quote Notice

Every quotation issued by vCloud Tech includes the following notice, so these Terms attach automatically to each individual quote:

This quotation is subject to the vCloud Tech Customer Terms & Conditions. By accepting this quotation or issuing a purchase order, the Customer agrees to these Terms. Third-party software and cloud services remain subject to the applicable publisher's End User License Agreement (EULA), subscription agreement, and licensing policies. vCloud Tech acts solely as an authorized reseller and is not responsible for publisher licensing terms, software functionality, or service availability.