1. Acceptance of Terms

These Terms and Conditions (“Terms”, “Terms of Service”, or “Agreement”) constitute a legally binding agreement between you (“User”, “Client”, “you”, or “your”) and CloudVista Systems (“Company”, “we”, “us”, or “our”), a managed IT services provider located in Virginia, United States.

By accessing, browsing, or using our website at https://cloudvistasystems.com/ (the “Website”), or by engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms, as well as our Privacy Policy, which is incorporated herein by reference.

These Terms apply to all visitors, users, clients, and others who access or use the Website or our services.

If you do not agree to these Terms in their entirety, you must immediately discontinue use of our Website and services. Your continued use of the Website or services following any modifications to these Terms constitutes your acceptance of such changes.

For business entities, the individual accepting these Terms represents and warrants that they have the legal authority to bind the organization to this Agreement.

2. Services Description

CloudVista Systems provides professional managed IT services, including but not limited to:

• Managed IT Services and Infrastructure Support
• Cybersecurity Solutions and Threat Management
• Cloud Computing Services and Migration
• VoIP and Unified Communications Solutions
• Network Design, Implementation, and Monitoring
• IT Consulting and Strategic Planning
• Help Desk and Technical Support Services
• Disaster Recovery and Business Continuity Planning
• Data Backup Solutions

Service Modifications

We reserve the right, at our sole discretion, to:

• Modify, suspend, or discontinue any aspect of our services at any time, temporarily or permanently
• Change service features, functionality, or availability
• Update service specifications, pricing, or delivery methods
• Refuse service to anyone for any reason at any time

The specific scope, deliverables, service levels, and pricing for client engagements shall be defined in separate Service Agreements, Master Service Agreements (MSAs), Statements of Work (SOWs), or Service Level Agreements (SLAs) executed between CloudVista Systems and the Client. In the event of any conflict between these Terms and a separately executed written agreement, the separately executed agreement shall prevail.

3. User Responsibilities and Acceptable Use

By using our Website or services, you agree to the following responsibilities and restrictions:

Accurate Information

You must provide accurate, current, and complete information when requested, including but not limited to contact details, company information, and technical environment specifications. You are responsible for maintaining the accuracy of this information and promptly updating it as necessary.

Account Security

If you are provided with login credentials, passwords, or access to systems, you are responsible for maintaining the confidentiality of such credentials and for all activities that occur under your account. You must immediately notify us of any unauthorized use or security breach.

Prohibited Activities

You agree NOT to:

• Use our services for any unlawful, fraudulent, or malicious purpose
• Violate any applicable local, state, federal, or international laws or regulations
• Engage in any activity that compromises network security, including but not limited to:
  • Attempting unauthorized access to our systems or client networks
  • Distributing malware, viruses, or malicious code
  • Conducting denial-of-service attacks or network flooding
  • Attempting to bypass security measures or authentication protocols
• Interfere with or disrupt the integrity or performance of our services or systems
• Reverse engineer, decompile, or attempt to extract source code from our proprietary software
• Use our services to transmit spam, unsolicited communications, or engage in phishing
• Infringe upon intellectual property rights of CloudVista Systems or any third party
• Impersonate any person or entity or misrepresent your affiliation
• Harvest or collect information about other users without their consent
• Use automated systems (bots, scrapers) to access the Website without our express written permission

Cooperation

You agree to cooperate fully with CloudVista Systems in the delivery of services, including providing timely access to systems, necessary information, and decision-making authority. Delays caused by lack of client cooperation may affect service delivery timelines and outcomes.

Compliance

You are solely responsible for ensuring that your use of our services complies with all applicable laws, regulations, and industry standards relevant to your business operations.

Violation of these responsibilities may result in immediate suspension or termination of services and may expose you to legal liability.

4. Intellectual Property Rights

Company Ownership

All content, materials, and intellectual property on the Website and related to our services, including but not limited to:

• Website design, layout, graphics, and user interface
• CloudVista Systems logos, trademarks, service marks, and brand elements
• Proprietary software, code, scripts, and applications developed by CloudVista Systems
• Documentation, methodologies, processes, and procedures
• Marketing materials, written content, and multimedia
• Trade secrets and confidential business information

are the exclusive property of CloudVista Systems and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

Limited License

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Website and services solely for their intended business purposes. This license does not include any right to:

• Reproduce, duplicate, copy, or redistribute our content
• Modify, create derivative works, or reverse engineer our materials
• Remove or alter any copyright, trademark, or proprietary notices
• Use our intellectual property for commercial purposes without express written permission

Client Data and Materials

Client data, information, and materials provided to CloudVista Systems in the course of service delivery (“Client Data”) remain the property of the Client. By engaging our services, you grant CloudVista Systems a limited license to access, use, store, and process Client Data solely for the purpose of delivering the contracted services.

We will not claim ownership of Client Data, except for any pre-existing intellectual property or tools that we incorporate into deliverables, which shall remain our property.

Feedback and Suggestions

Any feedback, suggestions, ideas, or recommendations you provide to CloudVista Systems regarding our services (“Feedback”) shall become our exclusive property. You hereby assign all rights, title, and interest in such Feedback to CloudVista Systems, and we may use it for any purpose without compensation or attribution to you.

Third-Party Content

Our services may integrate with or reference third-party software, applications, or content. All third-party intellectual property remains the property of its respective owners. CloudVista Systems makes no claims to third-party intellectual property.

5. Disclaimer of Warranties

READ THIS SECTION CAREFULLY. IT LIMITS OUR LIABILITY AND AFFECTS YOUR LEGAL RIGHTS.

“AS IS” and “AS AVAILABLE” Basis

THE WEBSITE AND ALL SERVICES PROVIDED BY CLOUDVISTA SYSTEMS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

TO THE FULLEST EXTENT PERMITTED BY LAW, CLOUDVISTA SYSTEMS EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• Implied warranties of merchantability, fitness for a particular purpose, and non-infringement
• Warranties regarding accuracy, reliability, or completeness of content or services
• Warranties that services will be uninterrupted, timely, secure, or error-free
• Warranties that defects will be corrected
• Warranties regarding the results that may be obtained from use of services
• Warranties concerning third-party software, hardware, or services

No Guarantee of Uptime or Availability

While we strive to provide reliable and continuous service, CloudVista Systems does NOT guarantee that:

• Our services will be available 100% of the time without interruption
• The Website or services will be free from errors, bugs, or technical issues
• Systems will be immune to security breaches, hacking attempts, viruses, or malware
• Data transmission will be completely secure or free from unauthorized interception
• Third-party services, software, or infrastructure we rely upon will function without failure
• All vulnerabilities or security threats will be detected or prevented

Technology Limitations

You acknowledge and agree that:

• Technology is inherently imperfect and subject to failures, vulnerabilities, and limitations
• No IT security measures can guarantee absolute protection against all threats
• Internet-based services are subject to disruptions beyond our control
• Hardware and software can fail unexpectedly
• Cyber threats and attack methods continuously evolve
• Third-party vendors and service providers may experience outages or failures

No Warranty on Third-Party Products

CloudVista Systems does not warrant or guarantee the performance, reliability, or suitability of any third-party hardware, software, cloud services, or applications, even if recommended, implemented, or supported by us. Any warranties for third-party products are governed solely by the terms provided by the respective manufacturers or vendors.

Client Responsibility

You are solely responsible for:

• Evaluating the suitability of our services for your specific needs
• Maintaining adequate backups of your critical data
• Implementing redundancy and disaster recovery measures appropriate to your risk tolerance
• Ensuring business continuity planning independent of our services

NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CLOUDVISTA SYSTEMS OR ITS REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

Some jurisdictions do not allow the exclusion of implied warranties. In such cases, the above exclusions may not apply to you, and any implied warranties shall be limited to the shortest duration permitted by law.

6. Limitation of Liability

THIS IS THE MOST IMPORTANT SECTION OF THESE TERMS. IT SIGNIFICANTLY LIMITS OUR LIABILITY TO YOU.

Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CLOUDVISTA SYSTEMS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, PARTNERS, CONTRACTORS, OR SUPPLIERS BE LIABLE FOR ANY:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, or business opportunities
• Loss of data or information, whether recovered or not
• Business interruption or downtime costs
• Loss of goodwill or reputation
• Cost of procurement of substitute goods or services
• Loss of use or inability to use systems or services
• Corruption or loss of data transmissions
• Unauthorized access to or alteration of data
• Damages resulting from third-party actions or services

ARISING FROM OR RELATED TO:

• Use or inability to use our Website or services
• Any errors, mistakes, or inaccuracies in content or services
• Service interruptions, suspensions, or terminations
• Security breaches, hacking incidents, or data compromises
• Bugs, viruses, trojan horses, or malicious code
• Unauthorized access to our servers or systems
• Any conduct or content of third parties
• Any reliance on information obtained through our services

WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF CLOUDVISTA SYSTEMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Cap on Total Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF CLOUDVISTA SYSTEMS FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR THE USE OF OUR SERVICES SHALL NOT EXCEED THE LESSER OF:

• The total amount paid by the Client to CloudVista Systems in the three (3) months immediately preceding the event giving rise to the claim, or
• Five Hundred Dollars ($500.00 USD)

This limitation applies regardless of the number of claims or causes of action.

Essential Basis of Agreement

You acknowledge and agree that these limitations on liability are essential elements of the bargain between you and CloudVista Systems. Our pricing and willingness to provide services reflect these limitations. Without these limitations, we would not be able to offer services at current pricing levels.

Exceptions

Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. In such jurisdictions, our liability shall be limited to the greatest extent permitted by law.

Nothing in these Terms shall limit or exclude our liability for:

• Death or personal injury caused by our gross negligence or willful misconduct
• Fraud or fraudulent misrepresentation
• Any liability that cannot be excluded or limited under applicable law

Risk Allocation

By using our services, you expressly acknowledge that you have carefully considered the risks involved and agree to assume responsibility for such risks. You are encouraged to maintain adequate insurance coverage and implement independent safeguards, backups, and business continuity measures.

7. Indemnification

You agree to defend, indemnify, and hold harmless CloudVista Systems, its parent company, subsidiaries, affiliates, officers, directors, employees, agents, partners, contractors, licensors, and service providers (collectively, the “Indemnified Parties”) from and against any and all claims, damages, obligations, losses, liabilities, costs, expenses, and fees (including reasonable attorneys’ fees and legal costs) arising from or related to:

Scope of Indemnification

• Your violation of these Terms or any applicable law, regulation, or third-party rights
• Your use or misuse of our Website or services, including any actions taken through your account
• Your breach of any representations, warranties, or obligations set forth in these Terms
• Infringement or violation of any intellectual property rights or other rights of third parties resulting from your content, data, or use of services
• Any negligent or wrongful conduct by you or anyone accessing services through your account
• Disputes between you and any third party relating to your use of our services
• Your violation of any laws or regulations in connection with your use of our services
• Claims arising from Client Data you provide to us, including allegations that such data infringes or misappropriates third-party rights
• Failure to maintain adequate security of your systems, credentials, or data
• Any unauthorized access to your systems not caused by our gross negligence or willful misconduct

Defense Obligations

CloudVista Systems reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. You agree to cooperate fully with our defense of such claims. You shall not settle any claim that affects CloudVista Systems or imposes any obligation on CloudVista Systems without our prior written consent.

Survival

This indemnification obligation shall survive the termination or expiration of these Terms and your use of our services.

8. Governing Law and Jurisdiction

Governing Law

These Terms and any disputes arising out of or related to these Terms, the Website, or our services shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of law principles.

The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

Exclusive Jurisdiction and Venue

You irrevocably agree that any legal action, suit, or proceeding arising out of or related to these Terms or your use of our services shall be brought exclusively in the state or federal courts located in the Commonwealth of Virginia. You hereby consent to the exclusive jurisdiction and venue of such courts and waive any objection to such jurisdiction or venue, including any claim that such forum is inconvenient.

Waiver of Jury Trial

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND CLOUDVISTA SYSTEMS EACH WAIVE ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF OUR SERVICES.

Limitation on Time to Bring Claims

You agree that any claim or cause of action arising out of or related to these Terms or our services must be filed within one (1) year after such claim or cause of action arose, or be forever barred, regardless of any statute or law to the contrary.

Attorneys’ Fees

In any legal proceeding arising from these Terms, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, costs, and expenses from the non-prevailing party.

9. Modification and Termination of Services

Right to Modify Terms

CloudVista Systems reserves the right, at our sole discretion, to modify, amend, or update these Terms at any time without prior notice. Changes will be effective immediately upon posting the revised Terms on our Website with a new “Last Updated” date.

Your continued use of the Website or services after any such modifications constitutes your acceptance of the revised Terms. If you do not agree to the modified Terms, you must immediately discontinue use of our services.

It is your responsibility to review these Terms periodically. We may, but are not obligated to, provide notice of material changes through email or prominent Website notification.

Service Modifications and Discontinuation

We reserve the right to:

• Modify, suspend, or discontinue any aspect of our services at any time
• Change pricing, features, or service specifications
• Impose limits on certain features or restrict access to parts of the Website
• Update technical requirements or compatibility specifications

We shall not be liable to you or any third party for any modification, suspension, or discontinuance of services.

Termination by CloudVista Systems

We may, in our sole discretion, immediately suspend or terminate your access to our Website or services, without notice or liability, for any reason, including but not limited to:

• Violation of these Terms
• Fraudulent, abusive, or illegal activity
• Non-payment of fees
• Conduct that damages our reputation or business interests
• Upon reasonable belief that continued service poses a security risk

Termination by Client

Clients may terminate services in accordance with the terms of their specific Service Agreement, MSA, or SOW. Termination of services does not relieve you of any obligations to pay for services rendered prior to termination.

Effect of Termination

Upon termination:

• Your right to access and use the Website and services will immediately cease
• We may immediately deactivate or delete your account and access credentials
• We are not obligated to retain or provide access to any Client Data (except as required by applicable law or separate agreement)
• All provisions of these Terms that by their nature should survive termination shall survive, including but not limited to: ownership provisions, warranty disclaimers, indemnification obligations, and limitations of liability

10. General Provisions

Entire Agreement

These Terms, together with our Privacy Policy and any separately executed Service Agreements, MSAs, SOWs, or SLAs, constitute the entire agreement between you and CloudVista Systems regarding the subject matter herein and supersede all prior or contemporaneous communications, agreements, and understandings, whether oral or written.

Severability

If any provision of these Terms is found to be unlawful, void, or unenforceable by a court of competent jurisdiction, that provision shall be deemed severable and shall not affect the validity and enforceability of the remaining provisions, which shall remain in full force and effect.

Waiver

No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision. Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

Assignment

You may not assign, transfer, or delegate these Terms or your rights and obligations hereunder without our prior written consent. Any attempted assignment in violation of this provision shall be void. CloudVista Systems may freely assign these Terms and any rights hereunder without restriction.

Force Majeure

CloudVista Systems shall not be liable for any failure or delay in performance resulting from circumstances beyond our reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, telecommunications failures, internet service provider failures, power outages, or failures of third-party service providers.

No Third-Party Beneficiaries

These Terms are for the benefit of, and shall be enforceable by, only the parties hereto and their respective successors and permitted assigns. Nothing in these Terms, express or implied, is intended to confer upon any other person or entity any rights, remedies, obligations, or liabilities.

Independent Contractors

Nothing in these Terms shall be construed to create a partnership, joint venture, employment, or agency relationship between you and CloudVista Systems. Neither party has authority to bind the other or incur obligations on behalf of the other.

Headings

The section headings in these Terms are for convenience only and have no legal or contractual effect.

Language

These Terms are drafted in the English language. Any translations provided are for convenience only. In the event of any conflict between the English version and any translation, the English version shall prevail.

Electronic Communications

By using our Website or services, you consent to receive electronic communications from CloudVista Systems, including notices, agreements, and disclosures. You agree that any notices, agreements, or other communications that we send to you electronically satisfy any legal requirement that such communications be in writing.

Export Control

You agree to comply with all applicable export and import control laws and regulations. You represent that you are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services.

11. Contact Information

For questions, concerns, or legal inquiries regarding these Terms and Conditions, please contact us:

CloudVista Systems
Email: info@cloudvistasystems.com
Mailing Address: Virginia, United States
Website: https://cloudvistasystems.com/

For formal legal notices, correspondence must be sent in writing to the mailing address above, with a copy emailed to the address provided.

BY USING OUR WEBSITE OR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.

CloudVista Systems – Secure. Reliable. Professional.

Last Updated: February 15, 2026