TERMS OF SERVICE

TERMS AND CONDITIONS OF ORANGE CLOUD, LLC  

INTERNET SERVICE AGREEMENT 

Thank you for choosing Orange Cloud for your Internet needs. This document is important-please read it carefully. These Terms and Conditions of the Orange Cloud, LLC Internet Service Agreement and all documents referred to herein (collectively the “Agreement”) is a legal contract between the customer (“USER”) and Orange Cloud, LLC (“ORANGE CLOUD”) and sets forth the terms and conditions by which ORANGE CLOUD will provide the services that USER has elected to receive The ”Service(s)” refers to any internet-related service received from Orange Cloud or its affiliates including, but not limited to, dial-up, high speed internet access, dedicated internet access, managed service, web hosting, data center hosting, enterprise hosting, voice services, video services and/or unified messaging. 

ORANGE CLOUD reserves the right to change or modify this Agreement at any time by posting the revised and updated Agreement on ORANGE CLOUD’s website at least 30 days in advance of the effective date of any changes. ORANGE CLOUD may notify USER of any change by either posting notices of changes on ORANGE CLOUD’s website; notifying USER by email or U.S. mail; and/or notifying USER on USER’S monthly billing statement. USER should regularly review information posted online at https://orangecloudnow.com/terms-of-service/. USER’s non-termination or continued use of Services after changes are posted constitutes USER’s acceptance of this Agreement as modified by the posted changes.   

This Agreement takes effect once USER’s order for Services has been accepted by ORANGE CLOUD and USER accepts Services from ORANGE CLOUD. This Agreement shall continue until USER’s Services are terminated or cancelled in accordance with this Agreement. This Agreement governs both the Services and any equipment provided by ORANGE CLOUD and used in conjunction with the Services and includes all equipment installed by ORANGE CLOUD in or on USER premises including, without limitation, inside or outside optical network terminals (Units), wiring, Consumer Premises Equipment, an IP phone, Multimedia Terminal Adapter, Analog Telephone Adapter, or any other IP connection device (collectively, a “Device” or the “Equipment”). 

SERVICES 

Internet Access – Subject to the Service Characteristics contained herein, ORANGE CLOUD shall provide Internet connections between the ORANGE CLOUD provided wireless Equipment and ORANGE CLOUD’s Internet backbone. Internet connections are provided as “up-to” the speeds advertised within the Service plan purchased by USER reflecting performance under ideal conditions. ORANGE CLOUD reserves the right to interrupt those speeds if necessary for Equipment upgrades and network maintenance and will do its best to inform USER of any such interruptions ahead of time. ORANGE CLOUD shall have the unrestricted right to engage subcontractors in rendering Services under this Agreement. 

ACCEPTABLE USE 

USER accepts as part of this Agreement and agrees to be bound by and follow in all respects the ORANGE CLOUD ACCEPTABLE INTERNET USE POLICY (“AUP”), which is fully incorporated into and made part of this Agreement. In the event of any conflict between any provision of this Agreement and any provision of the AUP, the more stringent requirement/obligation shall control. 

SECURITY 

USER can best control the risks associated with security and is therefore solely responsible for maintaining and upholding the account security of their Service. ORANGE CLOUD will not be responsible for any disruption of Service, corrupted files or viruses that affect the USER of the Service. It is USER’s responsibility to safeguard USER’s network and equipment through appropriate means (e.g. using commercially available software), from theft, unauthorized use or system corruption. Any detriment caused to the network as a result of USER’s failure to properly secure USER’s network and devices may result in the immediate termination of USER’s Service. USER is entirely responsible for any actions, damages, or costs incurred via their account, regardless of who is using that account. 

SERVICE CHARACTERISTICS 

Service Availability – The Service is subject to availability as it is contingent on available ORANGE CLOUD facilities and unique signal path conditions between such facilities and the USER premises. Due to the nature of the Service technology, ORANGE CLOUD reserves the right to deem the Service unavailable to the USER up to, including, and after the installation. ORANGE CLOUD assumes no liability whatsoever for any claims, damages, losses or expenses arising out of or otherwise relating to the unavailability of the Service in USER’s geographical area, for any reason, even where such unavailability occurs after installation of the Service. 

Service Plans – ORANGE CLOUD offers a range of Service plans with different speeds and data usage. Service plans are subject to availability and may include other promotional terms and conditions including a minimum service term commitment (“Service Term”). A Service Term shall begin on the date that the Service has been installed and activated by ORANGE CLOUD. If USER signs up for a Service plan that includes special or promotional offers, such offers may only be in effect for the initial Service Term of the plan. If USER changes or upgrades their Service plan, any special or other promotions may be subject to discontinuance or removal. 

Performance Levels – Speed is a function of the traffic experienced upon the wider network architecture of the Internet itself. ORANGE CLOUD Services are provided as “up-to” speeds and ORANGE CLOUD does not guarantee the maximum Service performance (throughput speeds) levels. ORANGE CLOUD will make every reasonable effort to ensure that USERS receive the speeds under the Service plan they signed up for throughout most of a USER’s daily use and reflecting performance under ideal conditions. ORANGE CLOUD is not responsible for speeds from points anywhere else on the internet and USER understands that content that USER may access through the Service may be subject to “caching” or several other factors that are beyond ORANGE CLOUD’s control. 

IP Addresses – Internet Protocol (“IP”) addresses are not portable and are not assigned for independent administration or distribution. Customer understands that IP assignments are not guaranteed and may be modified as required by ORANGE CLOUD and/or the American Registry for Internet Numbers (ARIN). 

EQUIPMENT 

ORANGE CLOUD Equipment – ORANGE CLOUD will provide USER the authorized wireless Equipment for use with the ORANGE CLOUD Service. Only ORANGE CLOUD Consumer Premises Equipment (“CPEs”) are permitted and authorized to be connected to the Service. ORANGE CLOUD will own the CPE installed at the USER location and will monitor and upgrade said CPE as ORANGE CLOUD determines to be necessary and appropriate. This Equipment and other ORANGE CLOUD property and facilities delivered to USER and/or installed on the premises to receive the Service shall remain the sole and exclusive property of ORANGE CLOUD. USER assume the risk of loss, theft or damage to all Equipment at all times prior to the return of the Equipment to ORANGE CLOUD unless USER purchases the Equipment from ORANGE CLOUD outright. 

USER Equipment – It is USER’s responsibility to ensure that USER’s computer system meets the current minimum system requirements stated by ORANGE CLOUD as being necessary to use the Service. From time to time, the computer equipment required to access and use the Service may change. Accordingly, USER’s computer equipment may cease to be adequate to access the Service. In such event, USER’s sole remedy will be to upgrade computer equipment or terminate this Agreement. It is possible for hardware and software below ORANGE CLOUD’s stated minimum requirements to work on ORANGE CLOUD’s network. 

CANCELLATION OR TERMINATION BY USER / REFUND POLICY 

If USER chooses to cancel the Service at any point after the order is placed, but before the Service has been activated, USER will not be invoiced and will not be charged a processing fee. If USER wishes to cancel the Service before Service has been activated, USER is required to notify ORANGE CLOUD of USER’s intent to cancel prior to activation by calling ORANGE CLOUD customer service at 855-862-6698. 

USER may terminate the Service at any time upon notice to ORANGE CLOUD. Termination is effective on the date you contact ORANGE CLOUD to cancel the Service or as of a future date designated by USER or ORANGE CLOUD, provided ORANGE CLOUD can support such future date. However, charges are not subject to refund so if USER cancels Service before the end of a billing cycle, there will be no pro-rated refunds or credits for any partial-month periods remaining after the termination date. In addition, if USER agreed to a Service plan that requires a minimum term commitment (“Service Term”) and Service is terminated before the end of the Service Term, USER will be subject to an early termination fee of $200.00 USD. If the USER wishes to inquire about the no-refund policy, USER should call ORANGE CLOUD customer service at 855-862-6698. 

If USER changes or upgrades the Service plan, any applicable prior Service Term will be terminated, and USER will have a new Service Term as applicable to the new Service plan. Upon a change or upgrade to a Service plan, any special or other promotions applied to USER’s account may be subject to discontinuance or removal if such promotion is no longer available. 

Termination of the Service does not affect USER’s obligations under this Agreement, including USER’s obligation to pay all fees for Services rendered prior to termination and any termination, processing and administration fees incurred as a result of such termination. ORANGE CLOUD accounts must be paid in full before a cancellation will be considered complete. 

If all Equipment provided by ORANGE CLOUD is not returned within 30 days of cancellation or termination of Service, USER agrees to pay ORANGE CLOUD an equipment replacement fee of $300.00 or cost of Equipment, whichever is greater. 

USER authorizes ORANGE CLOUD and its agents to charge the Equipment replacement fee to the credit card on file with ORANGE CLOUD. If ORANGE CLOUD is unable to obtain a charge authorization for the full amount due, USER agrees to provide alternative payment in the form of a money order, cashier’s check, or other certified bank check within 10 days of notification of the amount due. USER bears all risk of loss or theft of casualty to or damage to the Equipment; from the time it is shipped to the USER until the time (if any) when it is returned to ORANGE CLOUD in accordance with this Agreement. 

Upon the termination of USER’s Service, ORANGE CLOUD may, in its sole and absolute discretion, release to the USER’s new service provider the telephone number that USER ported (transferred or moved over) to ORANGE CLOUD from USER’s previous service provider and used in connection with USER’s service if: such new service provider is able to accept such number; USER’s account has been properly terminated; USER’s account is completely current, including payment for all charges and applicable termination fees; and USER requests the transfer upon termination of the account. 

TERMINATION AND SUSPENSION BY ORANGE CLOUD 

Inappropriate use or abuse of the Services by USER, as determined in the sole discretion of ORANGE CLOUD, may result in account suspension, termination, and/or legal action. Inappropriate use or abuse of ORANGE CLOUD Services by others can be traced, documented, and reported to appropriate authorities and may be prosecuted to the fullest extent of the law. 

ORANGE CLOUD may terminate USER’s account immediately if it determines, in its sole discretion, that USER has violated any of the provisions of this Agreement, including but not limited to the ORANGE CLOUD AUP. ORANGE CLOUD reserves the right to unilaterally terminate or suspend an account at any time, without providing a reason. 

Further, ORANGE CLOUD may terminate USER’s Service for any reason by providing written notice to USER at least thirty (30) days prior to the termination date. 

If USER’s Service is terminated by ORANGE CLOUD for any reason, USER will remain fully liable and responsible to pay any fees that are still owed to ORANGE CLOUD pursuant to this Agreement and for all costs ORANGE CLOUD incurs to collect such amounts, including, without limitation, collection costs and attorney’s fees. 

FEES, PAYMENT AND BILLING 

Fees – Fees include, without limitation, set up or installation fees, monthly Service fees, monthly Equipment fees and other fees as set forth below. ORANGE CLOUD will invoice fees for Services and any Equipment in advance. USER agrees to pay all federal, state or local taxes arising under this Agreement. If, during the first thirty (30) days of service, the USER is having service or quality issues with the Services that ORANGE CLOUD cannot fix, USER may cancel the Service and ORANGE CLOUD will refund all monies paid (excluding installation cost). 

Payment Method and Timing – Accounts may be paid by check or credit card. USER’s ORANGE CLOUD account will be considered delinquent if payment is rejected for any reason or if any unpaid balance remains on the account. 

Late Fees and Service Interruption/Disconnect – ORANGE CLOUD shall charge USER late fees and other applicable fees to recover the costs of dealing with any late payments. These fees are in addition to all other fees. Additionally, ORANGE CLOUD may interrupt or disconnect USER’s Services for non-payment and USER shall be subject to a Reconnect Fee to resume Service. The late terms and associated charges are determined by the date payment is received by ORANGE CLOUD. A $15 late fee (per month delinquent) will be applied to any invoice that remains unpaid 8 days after its due date. 

INSTALLATION AND ACCESS TO USER’S PREMISES 

ORANGE CLOUD will provide installation Services at the USER premises at an agreed-upon price. As part of the installation process, modifications to the inside wiring in USER’s house may be required, and USER hereby consents to and authorizes any such modifications. USER authorizes ORANGE CLOUD, and its employees, agents, contractors, and authorized representatives, to enter USER’s premises in order to install, maintain, inspect, repair and remove the Equipment and/or Services. If USER is not the owner of the premises, upon request, USER will supply ORANGE CLOUD with the owner’s name and address and written consent or other evidence that USER is authorized to grant access to the premises on the owner’s behalf or ORANGE CLOUD may request permission from the owner to install the Services on the premises. This Agreement is contingent upon ORANGE CLOUD obtaining a right of entry onto the premises and ORANGE CLOUD shall not have any liability if access or right of entry to the premises is denied or limited for any reason. USER will not remove Equipment from the premises, modify the Equipment in any way, or connect the Equipment to any outlet other than the outlet to which the Equipment was initially connected to by the ORANGE CLOUD installer. For such charges as ORANGE CLOUD may determine, ORANGE CLOUD may relocate the Equipment for USER within the premises at USER’s request. 

WARRANTY DISCLAIMER; LIMITATION ON DAMAGES 

Services are provided on an “as is” and “as available” basis without warranties of any kind, either express or implied. ORANGE CLOUD does not warrant that Services will be uninterrupted or error free. In addition: 

 

• • ORANGE CLOUD makes no warranty, express or implied, including any warranty of merchantability, fitness for a particular purpose or non-infringement of either the Equipment or the Services furnished hereunder. 

 

• • Limitation of Liability – ORANGE CLOUD shall not be liable to USER for indirect, special, incidental, consequential, punitive, or exemplary damages arising out of or in connection with the Services or any acts or omission associated therewith, including any acts or omissions by subcontractors of ORANGE CLOUD, or relating to any Services furnished, whether such claim is based on breach of warranty, contract, tort or any other legal theory and regardless of the causes of such damages or loss or whether any other remedy herein provided fails. 

• • USER Exclusive Remedy – ORANGE CLOUD’s entire liability and USER’s exclusive remedy with respect to the receipt and use of the Services, or any breach by ORANGE CLOUD of any obligation ORANGE CLOUD may have under this Agreement, shall be USER’s ability to terminate the Services or to obtain the replacement or repair of any defective Equipment. In no event shall ORANGE CLOUD’s liability to USER for any claim arising out of or relating to this Agreement exceed the amount paid by USER during the preceding 30-day period. 

PRIVACY 

ORANGE CLOUD takes USER’s personally identifiable information and privacy seriously and has established a Privacy Policy which governs its collection, use, disclosure, management and security related to USER’s personal information. By using the Service, USER acknowledges that USER accepts the practices and policies outlined in ORANGE CLOUD’s Privacy Policy. USER’s continued use of the Service after notice of any changes to the Privacy Policy have been provided will indicate USER’s acceptance of such changes. 

USER OBLIGATIONS 

ORANGE CLOUD reserves the right to remove/delete any personal files after an account is terminated or associated with prohibited activities. 

USER shall notify ORANGE CLOUD immediately, in writing or by calling ORANGE CLOUD’s customer support line, if any Device is stolen or if USER becomes aware at any time that USER’s Service is being stolen, fraudulently used or otherwise being used in an unauthorized manner. When USER calls or writes, USER must provide an account number and a detailed description of the circumstances of the Device theft, fraudulent use or unauthorized use of Service. Failure to do so in a timely manner may result in the termination of USER’s Service and additional charges. Until such time as ORANGE CLOUD receives notice of the theft, fraudulent use or unauthorized use, USER will be liable for all use of the Service using a Device stolen from USER and any and all stolen, fraudulent or unauthorized use of the Service. 

USER will be liable for any and all liability that may arise out of the content transmitted by USER or to any person, whether authorized or unauthorized, using USER’s Service or Device. USER shall assure that all use of the Service and content comply at all times with all applicable laws, regulations and written and electronic instructions for use. ORANGE CLOUD reserves the right to terminate or suspend USER’s Services and remove any content from the Service, if ORANGE CLOUD determines, in its sole and absolute discretion, that such use or content does not conform to the requirements set forth in this Agreement or interferes with ORANGE CLOUD’s ability to provide Services to USER or others. ORANGE CLOUD action or inaction under this Section will not constitute any review or approval of USER’s use or content. 

USER has been advised and acknowledges that the Internet may contain information, materials, and language that may be deemed adult in nature and inappropriate or offensive. The USER is responsible for all information received, transmitted, and/or stored by the USER and the USER releases ORANGE CLOUD from and agrees to indemnify ORANGE CLOUD its officers, directors, agents and employees against any and all claims, losses or expenses relating to such information, materials and language. This indemnification shall survive any termination or cancellation of this Agreement. 

USER COMPLAINT RESOLUTION 

ORANGE CLOUD is working to provide the best service possible and welcomes USER’s ideas on how ORANGE CLOUD can improve the quality of our service. USER can communicate USER’s views to ORANGE CLOUD by emailing feedback@orangecloudnow.com or by calling 855-862-6698. 

USER complaints and disparaging remarks posted on social media without reasonable efforts to resolve the complaint with ORANGE CLOUD may result in termination of service. 

INDEMNIFICATION 

To the maximum extent permitted by applicable law, USER agrees to defend, indemnify and hold ORANGE CLOUD and its officers, directors, agents and employees harmless from any and all claims and damages, including attorney’s fees, resulting from USER’s violation or breach of any of the provisions of this Agreement or USER’s placement or transmission of any materials or content onto ORANGE CLOUD servers or through its network, or from any and all use of USER’s account, with or without USER’s knowledge or consent, or from all claims, damages, fines, penalties, costs and expenses (including, without limitation, attorney fees) related to any action taken by ORANGE CLOUD as part of ORANGE CLOUD investigation of a suspected violation of this Agreement or as a result of its conclusion that a violation of this Agreement has occurred, or to USER’s use of or inability to use ORANGE CLOUD Services, Equipment, bundled software, Internet or VoIP, including, without limitation, 911 dialing. This indemnification shall survive any termination or cancellation of this Agreement. 

MISCELLANEOUS 

Third Party Beneficiaries – No provision of this Agreement provides any person or entity not a party to this Agreement with any remedy, claim, liability, reimbursement, or cause of action or creates any other third party beneficiary rights. 

Transferability and Assignment – USER shall not sell, transfer or assign this Agreement. USER’s account and right to use ORANGE CLOUD Services and system are not transferable without ORANGE CLOUD’s prior written consent. USER agrees to protect its password and account and to keep them secure from unauthorized users and use, and to be solely responsible for the protection and security of USER’s password and account information. 

Jurisdiction/Venue/Choice of Law – USER agrees that exclusive jurisdiction for any claim or dispute with ORANGE CLOUD or relating in any way to USER’s account or USER’s use of the Services resides in the courts of Michigan and that this Agreement shall be governed by Michigan law. USER expressly consents to the exercise of personal jurisdiction in the courts of Michigan in connection with any such dispute. If an action at law or in equity is necessary to enforce or interpret the terms of this Agreement or compel performance thereof, the substantially prevailing party shall be entitled to reasonable attorney’s fees and costs in addition to any other relief to which such party may be entitled. 

Amendments – ORANGE CLOUD may modify this Agreement from time to time, and USER’s continued use of the Service following notice of such modification shall be deemed to be USER’s acceptance of such modification. If USER does not agree to any modification of this Agreement, USER must immediately stop using the Service and notify ORANGE CLOUD of USER’s desire to cancel the Service. 

Information – USER hereby acknowledges that ORANGE CLOUD and its affiliates may retain and use any information, comments or ideas conveyed by USER relating to the Service (including any products and services made available on the Service). This information may be used to provide USER with better service. ORANGE CLOUD may open and maintain a customer file. 

Entire Agreement – This Agreement, including the Service Quote and any and all other documents and ORANGE CLOUD policies referenced herein, constitutes the entire agreement between ORANGE CLOUD and USER pertaining to the subject matter hereof. ORANGE CLOUD’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. 

Severability – In the event that it is determined by a court of competent jurisdiction as a part of a final non-appealed judgment that any provision of this Agreement (or part thereof) is void, invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of the Agreement will remain in full force and effect. 

ACCEPTANCE 

USER represents and warrants to ORANGE CLOUD that USER is of lawful age to enter into this Agreement and that (i) USER has the full right, power and authority to enter into this Agreement and to perform the acts required of USER hereunder; and (ii) the acceptance of this Agreement by USER, and the performance by USER of its obligations and duties hereunder, do not and will not violate any agreement to which USER is a party or by which it is otherwise bound. 

By using and accepting Service from ORANGE CLOUD, USER acknowledges that he/she has read and understands the terms and conditions of this Agreement and agrees to be legally bound by all of the terms and conditions of this Agreement and any associated documents, the same as if USER had physically signed this Agreement. This Agreement supersedes all other written and oral communications or agreements with regard to the subject matter. Any waiver, modification or variation of any term or condition of this Agreement shall only be effective if in writing and/or in the form of a business contract signed by an authorized officer of ORANGE CLOUD. 

By providing ORANGE CLOUD with USER’s telephone number, cell phone number(s), or email address, USER gives consent for ORANGE CLOUD, or any of ORANGE CLOUD’ agents (including collection agents), to contact USER at these numbers or email address, or any other phone number or email address that is later acquired for USER, and, to leave live or pre-recorded messages, text messages, or emails to the extent that such are necessary to enforce any part of this Agreement. For greater efficiency, calls may be delivered by an auto-dialer. 

BY USER’s USE AND ACCEPTANCE OF THE SERVICE, USER IS INDICATING THAT USER HAS READ, UNDERSTOOD AND AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.