Terms of Service
Effective Date: October 13, 2026
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These Terms of Service (“Agreement”) govern your use of technology and managed services (“Services”) provided by Pro Cloud SaaS LLC (“Provider,” “we,” “us,” or “our”). By engaging with our services, you (“Client”) agree to be bound by these terms.
1. Company Information
2. Scope of Services
Provider delivers managed services, including but not limited to:
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Cybersecurity
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Cloud migrations
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Identity and access management
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Smart building access and security
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Elimination of legacy technical infrastructure
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Framework compliance and governance
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vCIO and automated vCISO services
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VOIP solutions
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Cloud-strategy consulting
Services may be delivered directly or through authorized third-party partners, including those performing SOC 2-compliant operations.
3. Client Responsibilities
Client agrees to:
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Provide necessary access and cooperation
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Provide Provider only the data needed for the contracted Services
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Maintain responsibility for their own network connectivity unless otherwise contracted
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Back up its own systems and data, unless Client purchases backup services from Provider under Exhibit A, a Statement of Work or an addendum. Where Client purchases backup services, Provider stores backup copies of Client data only; Client’s primary data remains in Client’s own systems, and Provider’s obligations are those in the applicable Statement of Work and Client’s Master Services Agreement.
4. Service Level Agreement (SLA)
Response times are defined as follows. While we strive to meet or exceed the times listed, they are not guaranteed:
Minimum Response Times: Response time refers to the length of time that Vendor support personnel will respond to a reported issue and the length of time that Vendor strives to resolve a reported issue. When end-user support issues are presented, Provider agrees to use reasonable commercial efforts to adhere to the Response Times set forth below. However, historical data has proven that levels 2–4 are on average addressed within the first 45-60 minutes.
5. Data Handling
Provider processes and stores Client data only as needed to deliver the contracted Services. Where Client subscribes to backup, disaster recovery, security monitoring, or credential management services, copies of Client data are stored on systems operated or controlled by Provider or its service providers; storage locations are set out in Client’s Master Services Agreement. Provider protects Client data with commercially reasonable administrative, technical, and physical safeguards, notifies Client of security incidents affecting Client data as set out in Client’s Master Services Agreement, and returns or deletes Client data at the end of service as directed by Client, subject to standard backup rotation and legal holds. Where applicable law requires, the parties will execute a Data Processing Addendum or Business Associate Agreement.
6. Third-Party Providers
Some service functions are delivered through subcontractors that Provider engages, including security monitoring and managed detection and response providers. Provider is responsible for the subcontractors it engages, as set out in Client’s Master Services Agreement. Provider is not liable for delays or failures caused by independent third parties that Provider does not engage on Client’s behalf, including internet service providers, carriers, software publishers, cloud platforms and vendors selected by Client.
7. Warranties and Disclaimers
Services are provided on an “as-is” and “as-available” basis. Provider disclaims all warranties, including merchantability, fitness for a particular purpose, and non-infringement. No advice or information shall create any warranty not expressly stated herein.
8. Limitation of Liability
To the fullest extent permitted by law, Provider shall not be liable for any indirect, incidental, special, or consequential damages, or for loss of profits, data, or use. Provider’s total liability is limited as set out in, and subject to the exceptions stated in, Client’s Master Services Agreement or Managed Services Contract: the amount paid by Client in the forty-five (45) days before the event giving rise to the claim. Liability arising from a security incident involving Client data is subject to the separate limit stated in Client’s Master Services Agreement.
9. Payment Terms
All invoices are due upon receipt. Late payments may incur interest at the lesser of 1.5% per month or the highest rate allowed by applicable law. Failure to pay on time may result in service suspension.
10. Indemnification
Indemnification between Provider and Client is governed by Client’s Master Services Agreement or Managed Services Contract. Without limiting those terms, Client agrees to indemnify, defend, and hold harmless Pro Cloud SaaS LLC and its officers, employees, and agents from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to:
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Client’s misuse of the Services,
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Violation of any applicable law or regulation,
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Breach of this Agreement.
11. Privacy Policy Alignment
Pro Cloud SaaS LLC is committed to protecting Client confidentiality and the Client data it processes. Provider complies with the privacy and data protection laws that apply to the Services, including the laws of the states where affected individuals reside. Where required, a Data Processing Addendum or Business Associate Agreement will be executed
12. Termination
Either party may terminate services with thirty (30) days written notice. Upon termination, Client must cease use of services and pay outstanding fees.
13. Governing Law, Disputes and Precedence
This Agreement shall be governed by the laws of the State of Arizona, without regard to its conflict of laws principles.
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Disputes are resolved as set out in Client’s signed agreement with Provider. Where no signed agreement provides otherwise, the parties will first negotiate in good faith for thirty (30) days after written notice of the dispute, then submit the dispute to non-binding mediation in Maricopa County, Arizona, and then, if mediation does not resolve it within sixty (60) days, to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules before a single arbitrator in Maricopa County, Arizona. Either party may seek emergency injunctive relief from a court of competent jurisdiction.
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If these Terms of Service conflict with the agreement Client has signed with Provider - the Master Services Agreement or the Managed Services Contract, depending on how Client’s services were contracted - that signed agreement controls. Each Statement of Work conforms to that signed agreement; where a Statement of Work requires a change to its terms, the signed agreement is amended rather than overridden by the Statement of Work.
14. Modifications
These Terms of Service are posted at https://www.procloudsaas.com/termsofservice with their effective date, and prior versions remain available at that address. Any modification of these Terms of Service for an existing Client requires a written addendum signed and executed by both Provider and Client, which is attached to and forms part of Client’s existing agreement documents. Until such an addendum is executed, the version in effect on Client’s effective date continues to apply.
15. Contact
Questions regarding these Terms should be directed to:
support@procloudsaas.com or (888) 585-5818
By using our services, you acknowledge that you have read, understood, and agreed to these Terms of Service.