Terms of Service

Version: CWX-TOS-2026-05
Original Effective Date: January 1, 2022
Last Updated: May 12, 2026

1.0 DEFINITIONS

“Affiliate” of a party means any entity which controls, is under common control with, or is controlled by, that party.

“cloudworx” means cloudworx, its Affiliates, successors and assigns, and their respective employees, directors, and officers.

“Annual Contract Value” means the aggregate dollar value of the Service(s) set out in the applicable Service Schedule that the Customer has committed to for each year of the Initial Term and any renewal term.

“Charges” means the fees, rates and charges for the Services set out in the applicable Service Schedule or as otherwise invoiced by cloudworx in accordance with the MSA and which may include Third-Party charges incurred by cloudworx.

“Claims” means any claim, demand, liability, damage, loss, suit, action, investigation, proceeding or cause of action between cloudworx and the Customer or between either party and a Third-Party, and all related costs and expenses, including without limitation, legal fees and expenses.

“Confidential Information” means either party’s confidential technical and business information, including without limitation, information relating to inventions, software, research and development, future product specifications, engineering processes, network architecture, costs, profit or margin information, customer or prospective customer information, and marketing and business plans.

“Confidential Information” does not include information which:

(a) is or becomes publicly known otherwise than by reason of a breach of the MSA;

(b) has been independently developed outside the scope of the MSA and without reference to or knowledge of the other party’s Confidential Information;

(c) is previously known to a party free of any obligation to keep it confidential; or

(d) is required to be disclosed pursuant to subpoena, court order, or other governmental or legal process,

whereupon the receiving party shall provide prompt written notice to the disclosing party prior to such disclosure, so that the disclosing party may seek a protective order or other available relief.

“Content” means information made available, displayed or transmitted in connection with a Service including, without limitation, all trademarks and domain names as well as the contents of any bulletin boards or chat forums, all updates, upgrades, modifications and other versions of any of the foregoing, and information made available by means of an HTML “hot link,” a Third-Party posting or similar means.

“Customer” means the company or other corporate entity or organization whose name appears on the MSA as the recipient of the Services, and includes the Customer’s Affiliates, Users, and each of their respective employees, directors, and officers.

“Customer Location” means the Customer’s business address or location for the purposes of Service delivery, as set out in the applicable Service Schedule or otherwise agreed to by the parties in writing.

“Facilities” means any network facilities, fibre, conduit, equipment, hardware or software provided in connection with cloudworx delivery of the Services or the Customer’s use of the Services.

“Force Majeure Event” means any event beyond the reasonable control of a party.

“Initial Term” means the initial term of a Service Schedule specified in the applicable Service Schedule, MSA or Service Quote.

“Maintenance Activities” has the meaning set out in Section 5.6.

“MSA” means the Master Services Agreement between cloudworx and the Customer, which includes these Terms of Service, Fair Usage Policy, all Service Schedule(s), Estimates and Proposals accepted by the customer and all other subsequent written agreements or amendments between cloudworx and the Customer regarding the Services.

“Minimum Charge” has the meaning set out in Section 4.3.

“Service(s)” means collectively any product(s) and service(s) provided by cloudworx to the Customer including, but not limited to, any product(s) and service(s) provided under the MSA but does not include the provision of any non-forborne or regulated services.

cloudworx Terms of Service — Version CWX-TOS-2026-05