Terms of Service
Last Updated: March 5, 2026
These Terms of Service ("Terms") constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("Client," "you," or "your") and TERACLOUD, INC. ("TeraCloud," "we," "us," or "our"), concerning your access to and use of the teracloud.ai website as well as any other media form, media channel, mobile website, or mobile application related, linked, or otherwise connected thereto (collectively, the "Site") and the managed IT services provided by TERACLOUD, INC. (the "Services").
By accessing the Site or engaging our Services, you agree that you have read, understood, and agreed to be bound by all of these Terms. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.
01.Description of Services
TERACLOUD, INC. provides a comprehensive suite of Managed IT Services tailored for small and medium-sized businesses (SMBs). These Services include, but are not limited to:
- Helpdesk and End-User Support: Comprehensive device management and remote support.
- AI Solutions: AI-driven analytics, predictive modeling, and process automation.
- Managed IT Security: Proactive security measures, attack surface reduction, and Security Operations Center (SOC) monitoring.
- Compliance as a Service (GRC): Managed regulatory alignment and data privacy advisory.
- Cloud Solutions & Migration: Management of Microsoft Azure, Office 365, Azure Virtual Desktop, and migration of on-premises infrastructure to the cloud.
- Unified Communications: Deployment and management of 3CX, Microsoft Teams, and Zoom Rooms.
02.Managed IT Services and Service Level Agreements (SLA)
2.1 Managed IT Services Scope
The Services may include (as applicable to Client’s plan and as further described in an applicable Statement of Work (“SOW”), order form, or service schedule) remote and/or on-site support; helpdesk and end-user support; endpoint and device management; monitoring and alerting; patching; identity and access management support; security services (including SOC monitoring/response, when purchased); backup and disaster recovery services (when purchased); cloud administration (including Microsoft Azure and Microsoft 365); and unified communications administration (including 3CX, Microsoft Teams, and Zoom Rooms).
2.2 SLA Documents Control
Any performance metrics, response times, maintenance windows, service availability targets, escalation paths, and service credits (if any) will be set forth in a separate SLA, SOW, or other written agreement executed by the parties (each, an “SLA Document”). If there is a conflict between an SLA Document and these Terms regarding service levels, the SLA Document will control only as to the applicable service level commitment.
2.3 No SLA Without Written Agreement
In the absence of an SLA Document expressly stating service levels and/or credits, the Services are provided on an “as-is” and “as-available” basis, and no service level commitments or credits apply.
2.4 Dependencies and Exclusions
Service levels, if any, may be conditioned on Client cooperation and reasonable access as required to deliver Services, and will not apply to issues caused by: (a) Client’s or Client’s users’ actions/omissions; (b) Client-managed or unmanaged third-party systems, software, or networks; (c) internet service provider failures; (d) force majeure events; (e) third-party provider outages or limitations (including Microsoft, 3CX, AWS, carriers, and data center providers); or (f) Client’s failure to maintain supported configurations and licensing.
2.5 Maintenance Windows; Emergency Work
TERACLOUD, INC. may perform scheduled maintenance that may impact Services. Where practicable, we will provide notice through reasonable channels. Emergency maintenance or security work may be performed without prior notice when necessary to protect Client environments, TERACLOUD, INC. systems, or other customers.
2.6 Service Credits (If Any)
Service credits are available only if expressly set forth in an SLA Document, are Client’s sole and exclusive remedy for any failure to meet stated service levels, and must be requested in writing within the time period set forth in the SLA Document (or, if silent, within thirty (30) days of the event).
03.Client Obligations and Conduct
To enable TERACLOUD, INC. to provide the Services effectively, Client agrees to:
- Provide timely access to necessary hardware, software, and network environments.
- Maintain the confidentiality of account credentials and notify TeraCloud immediately of any unauthorized use.
- Ensure that all software utilized by the Client is properly licensed.
- Designate a primary point of contact for technical authorizations.
04.Fees and Payment
- Billing: Services are billed according to the fee schedule established in your specific service plan or SOW.
- Payment Terms: Unless otherwise agreed in writing, payments are due within thirty (30) days of the invoice date.
- Taxes: Client is responsible for all applicable sales, use, or value-added taxes.
- Late Payments: Late payments may be subject to interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.
05.Intellectual Property Rights
- Our Property: Unless otherwise indicated, the Site and Services, including source code, databases, functionality, software, website designs, audio, video, text, and graphics, are owned or controlled by TERACLOUD, INC. and are protected by copyright and trademark laws.
- Your Property: Client retains all rights to any data, information, or material that Client submits to the Services in the course of using the Services ("Client Data").
06.Third-Party Providers and Pass-Through Terms
TERACLOUD, INC. utilizes third-party vendors and hosting partners (including, by example, Microsoft Azure/Microsoft 365, 3CX, Amazon Web Services, carriers, registrars, backup providers, security vendors, and other software and infrastructure providers) to deliver portions of the Services (“Third-Party Providers”). Client acknowledges and agrees that:
- Third-Party Terms Apply: Use of Third-Party Provider products and services may be subject to additional terms, acceptable use policies, licensing terms, and privacy terms imposed by the applicable Third-Party Provider (“Third-Party Terms”). Client is responsible for reviewing and complying with Third-Party Terms, and agrees that Third-Party Terms are incorporated by reference to the extent applicable to Client’s use of such products/services.
- Client Accounts and Licensing: Client may be required to maintain separate accounts, subscriptions, licenses, or administrator access with Third-Party Providers. Unless expressly included in an SOW, Client is responsible for all Third-Party Provider fees and ensuring proper licensing.
- No Control Over Third Parties: TERACLOUD, INC. does not control and is not responsible for Third-Party Providers’ acts or omissions, including their performance, outages, security incidents, changes to features, pricing, or availability.
- Third-Party Provider Warranties and Remedies: Any warranties, support obligations, or remedies relating to Third-Party Provider products/services are provided solely by the Third-Party Provider under the applicable Third-Party Terms, not by TeraCloud.
- Data Processing/Hosting: Client Data may be transmitted to, stored by, or processed within Third-Party Provider systems as necessary to provide the Services.
07.Security and Data Breach Disclaimer
While TERACLOUD, INC. employs proactive security measures and SOC monitoring, no IT environment is 100% secure. TERACLOUD, INC. does not warrant that the Services will be immune from cyber-attacks, unauthorized access, or data breaches. Client is responsible for maintaining independent backups of critical data unless "Managed Backup Services" are explicitly included in their service plan.
08.Compliance as a Service (GRC) Disclaimer
TERACLOUD, INC.’s Compliance as a Service (GRC) is an advisory and management service. While we assist the Client in meeting regulatory standards (such as HIPAA, GDPR, or SOC2), TERACLOUD, INC. does not provide legal advice. The Client remains solely responsible for their own legal and regulatory compliance.
09.AI Services Disclaimer
TERACLOUD, INC.’s AI Solutions and any AI-enabled features, outputs, recommendations, forecasts, analytics, predictive modeling, classifications, summaries, or other insights (collectively, “AI Outputs”) are provided for informational and analytical purposes only. AI Outputs may be based on statistical patterns and assumptions, may be incomplete or inaccurate, and are not guaranteed to be correct, current, or applicable to Client’s specific circumstances. AI Outputs do not constitute (and should not be relied upon as) professional advice, including legal, financial, tax, accounting, investment, medical, or other regulated professional advice. Client is solely responsible for (a) independently evaluating AI Outputs, (b) all decisions, actions, and omissions taken in reliance on AI Outputs, and (c) obtaining advice from qualified professionals as appropriate. Client is responsible for ensuring that its use of AI Services and AI Outputs complies with applicable laws, contracts, and internal policies.
10.Limitation of Liability
9.1 Disclaimer of Certain Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL TERACLOUD, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR CONTRACTORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOSS OR CORRUPTION OF DATA, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THE SITE OR SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 Cyber Threats; Data Breach and Security Incidents
WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY LAW, TERACLOUD WILL NOT BE LIABLE FOR ANY DAMAGES, LOSSES, COSTS, OR EXPENSES ARISING FROM OR RELATING TO ANY (A) SECURITY INCIDENT, (B) RANSOMWARE, MALWARE, PHISHING, SOCIAL ENGINEERING, DENIAL-OF-SERVICE ATTACKS, ZERO-DAY EXPLOITS, OR OTHER CYBER THREATS, (C) UNAUTHORIZED ACCESS TO, DISCLOSURE OF, ALTERATION OF, OR DESTRUCTION OF CLIENT DATA, OR (D) DATA BREACH OR SUSPECTED DATA BREACH, EXCEPT TO THE EXTENT DIRECTLY CAUSED BY TERACLOUD’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION.
9.3 Liability Cap
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, TERACLOUD’S TOTAL AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THE SITE OR SERVICES (INCLUDING ANY SECURITY INCIDENT OR DATA BREACH), REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO TERACLOUD FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO LIABILITY.
9.4 Allocation of Risk; Essential Purpose
THE PARTIES ACKNOWLEDGE THAT THE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THESE TERMS AND THAT TERACLOUD WOULD NOT ENTER INTO THESE TERMS WITHOUT THESE LIMITATIONS. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN DAMAGES; IN SUCH CASES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
11.Indemnification
Client agrees to defend, indemnify, and hold TERACLOUD, INC. harmless from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) Client Data; (2) use of the Services; or (3) breach of these Terms.
12.Account Terms; Term; Cancellation and Termination
12.1 Account Terms
If Client is provided access credentials, portals, or accounts as part of the Services (each, an “Account”), Client agrees that:
- Authorized Users: Client is responsible for all activity under its Accounts, including actions by employees, contractors, and other authorized users.
- Credentials: Client must keep usernames, passwords, API keys, MFA devices, and other credentials confidential and secure, and must promptly notify TeraCloud of any suspected unauthorized access.
- Accurate Information: Client will provide and maintain accurate contact, billing, and administrator information (including a primary point of contact authorized to approve requests and changes).
- Acceptable Use: Client will not use the Site or Services to violate any law, infringe third-party rights, transmit malicious code, or interfere with the integrity or performance of the Site, Services, or any Third-Party Provider systems.
- Access Changes: TeraCloud may require verification and reasonable security checks before acting on requests that could affect security or availability (e.g., password resets, bank detail changes, admin access changes).
12.2 Term
These Terms remain in effect while you use the Site or Services, and, for paid Services, for the term stated in the applicable SOW/order form/service agreement.
12.3 Cancellation by Client
Unless otherwise stated in an applicable SOW/order form/service agreement, Client may request cancellation by providing written notice to TERACLOUD, INC. at least thirty (30) days prior to the desired cancellation date. Cancellation requests must be submitted by Client’s authorized administrator or primary point of contact and must include sufficient information to identify the Account(s) and Services to be cancelled.
12.4 Effect of Cancellation; No Refunds
Unless otherwise required by law or expressly stated in a written agreement signed by TERACLOUD, INC., fees paid are non-refundable. Client remains responsible for all fees incurred through the effective cancellation date, including any committed term obligations in the applicable SOW/order form/service agreement.
12.5 Termination or Suspension by TeraCloud
We may suspend or terminate access to the Site or Services (in whole or in part) immediately upon notice if: (a) Client breaches these Terms, Third-Party Terms, or an applicable SOW/order form; (b) Client’s use creates a security risk or may adversely impact TeraCloud, the Services, other customers, or any Third-Party Provider; (c) required fees are overdue; or (d) required by law or by a Third-Party Provider. Where practicable, we will provide Client an opportunity to cure the breach; however, no cure period is required for security-related issues or unlawful activity.
12.6 Offboarding; Data Return/Deletion
Upon cancellation/termination, TERACLOUD, INC. may, upon request and subject to payment of any applicable professional services fees, provide reasonable transition assistance as described in an SOW or at then-current rates. Client is responsible for exporting/retrieving Client Data from any Third-Party Providers and for maintaining backups. TERACLOUD, INC. may delete Client Data in its possession after a commercially reasonable period following termination, except where retention is required by law, contract, or legitimate business purposes.
12.7 Survival
Sections intended by their nature to survive termination will survive, including Sections 5 (Intellectual Property Rights), 6 (Third-Party Providers and Pass-Through Terms), 7 (Security and Data Breach Disclaimer), 8 (Compliance as a Service (GRC) Disclaimer), 9 (AI Services Disclaimer), 10 (Limitation of Liability), 11 (Indemnification), 13 (Governing Law), and 14 (Modifications).
13.Governing Law
These Terms and your use of the Site and Services are governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles. Any legal action or proceeding related to these Terms shall be brought exclusively in the state or federal courts located in Texas, and the parties consent to personal jurisdiction and venue in such courts.
14.Modifications
TERACLOUD, INC. reserves the right to change, modify, or remove the contents of these Terms at any time or for any reason at our sole discretion without notice. Your continued use of the Services after such changes constitutes your acceptance of the new Terms.
15.Contact Information
In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at: