Terms and Conditions

Last Revision: June 16, 2025

SaaS and Subscription Services

By accessing or using our AbriaOffice website and services (“Services”), including any applications or tools provided by AbriaCloud Technologies (“Abria”, “Abria”, or “our”), to Customer (“Customer”, “User”, “You”, or “Your”) agree to be bound by these Terms and Conditions. If Customer do not agree to all of these terms, do not access or use the Service.

These Terms and Conditions are subject to any applicable Master Services Agreement (MSA) entered into by the parties. In the event of a conflict, the MSA shall take precedence.

1 - Scope of Service

AbriaCloud Technologies provides cloud-based communications, business, project and system management tools available through a subscription model. Abria reserve the right to modify or discontinue any feature or service at any time without notice.

2 - Account Registration

To use our SaaS platform, Customer must:

Register for an account
Provide accurate and complete information
Maintain the confidentiality of Customer login credentials

Customer are responsible for all activities under Customer account.

3 - Subscription and Billing

Our services are offered on a subscription basis, with billing recurring annually, monthly with annual terms or monthly, based on agreement and are subject to change with notice.
Subscriptions renew automatically unless canceled before the renewal date.
Customer may cancel the subscription at any time through Customer account settings. There is a 30 day notice required for all cancellations.
Abria does not offer prorated refunds for canceled subscriptions.

4 - Acceptable Use Policy

Customer agree not to use the Services:

For illegal or unauthorized purposes
To transmit harmful or malicious code
To reverse-engineer, duplicate, or exploit the service without permission
To upload or transmit any content Customer do not own or have the right to use

Abria reserves the right to suspend or terminate accounts that violate this policy.

5 - Grant of License

Subject to the terms and conditions of this Agreement and the Master Services Agreement (MSA), Abria agrees to grant Customer a non-exclusive, worldwide, non-transferable, and non-sublicensable license to use the Services identified in the SOW for the business specified therein. Customer agree not to copy, modify, de-compile, re-engineer, reverse engineer, adapt, translate or distribute the source code, screens, and / or business logic that comprise the Services or its documentation, or create derivative works based upon the Services or its documentation. Customer also agree not to transfer or sub-license the Services to any third party, in whole or in part, in any form, whether modified or unmodified, without Abria’s prior express written consent.

6 - Intellectual Property Rights

Abria and Customer agree that Abria is and shall be, the sole and exclusive owner of all right, title and interest throughout the world in and to all the results and proceeds of the Services performed under this Agreement (collectively, the “Deliverables”), including all patents, copyrights, trademarks, trade secrets and other intellectual property rights (collectively “Intellectual Property Rights”) therein. Customer agrees that the Deliverables are not deemed a “work made for hire” as defined in 17 U.S.C. § 101. If, for any reason, any of the Deliverables constitute a “work made for hire,” Customer hereby irrevocably assigns to Abria, in each case without additional consideration, all right, title and interest throughout the world in and to the Deliverables, including all Intellectual Property Rights therein.

Upon the request of Abria, Customer shall promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, as may be necessary to assist Abria to prosecute, register, perfect, record or enforce its rights in any Deliverables. In the event Abria is unable, after reasonable effort, to obtain Customer’s signature on any such documents, Customer hereby irrevocably designates and appoints Abria as Customer’s agent and attorney-in-fact, to act for and on Customer’s behalf solely to execute and file any such application or other document and do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights or other intellectual property protections related to the Deliverables with the same legal force and effect as if Customer had executed them. Customer agrees that this poAbriar of attorney is coupled with an interest.

Customer has no right or license to use, publish, reproduce, prepare derivative works based upon, distribute, perform, or display any Deliverables, without Abria’s prior express written consent.

Customer has no right or license to use or display Abria’s trademarks, service marks, trade names, logos, symbols or brand names without Abria’s prior express written consent.

7 - Data Protection & GDPR Compliance

If Customer are located in the EEA or UK, the General Data Protection Regulation (GDPR) applies to our handling of Customer data.

Abria processes personal data in accordance with our Privacy Statement, which outlines:

What data Abria collects
The legal basis for processing
How long Abria retains data
Customer rights under GDPR, including access, correction, deletion, and objection
How to contact us or file a complaint

Messages received from Abria include:

Service Notifications and Updates
Identification requests (ie: MFA)
Service Links (ie: AbriaOffice)

Message frequency will vary based on services in use.
Message and data rates may apply.

SMS Opt-Out - text STOP to unsubscribe to a given message stream.

EMail Opt-Out - click on the unsubscribe link at the bottom of a subscribed message or email unsubscribe@abria.cloud.

Help is always available by texting HELP or email help@abria.cloud.

Data requests may be sent to: privacy@abria.cloud

8 - Third-Party Services

Our platform may integrate with third-party services (e.g., payment gateways, communications providers, analytics tools). Abria is not responsible for the practices of those services and encourage Customer to read their terms and policies.

9 - Limitation of Liability

In no event shall Abria OR ANY OF ITS REPRESENTATIVES be liable for any incidental, consequential, special, indirect, punitive or third-Party damages or claims, including lost profits, lost savings, lost productivity, loss of data, and loss from interruption of business, even if previously advised of the possibility of such losses and regardless of whether the form of action is in contract, tort, statute or otherwise.

Customer’s exclusive remedy for any claim arising out of or relating to this Agreement will be for Abria, upon receipt of written notice, IN ITS SOLE DISCRETION, to use commercially reasonable efforts to cure the matter that gave rise to the claim for which Abria is at fault. Abria shall not be responsible for curing any issues that Abriare caused in whole or in part by third parties.

IN NO EVENT SHALL ABRIA’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS ACTUALLY PAID TO ABRIA PURSUANT TO THIS AGREEMENT, IN THE 90-DAY PERIOD PRECEDING THE EVENT, FOR THE SPECIFIC SERVICE THAT GAVE RISE TO THE CLAIM.

THE LIMITATION OF LIABILITY PROVISIONS SET FORTH IN THIS SECTION 17 SHALL APPLY EVEN IF CUSTOMER’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. Customer acknowledges and agrees that the Parties entered into this Agreement in reliance upon the limitations of liability set forth, that the same reflect an allocation of risk betAbriaen the Parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the same form an essential basis of the bargain betAbriaen the Parties.

10 - Indemnity

Customer irrevocably and unconditionally agrees to defend, indemnify, keep indemnified and hold harmless, Abria and/or its associated companies, officers, employees or agents, from and against any and all claims, liabilities, losses, causes of action, damages, costs, expenses (including reasonable attorney’s fees and other costs of litigation), fines, or penalties of whatever nature or kind resulting from or arising out of

a breach of this Agreement by Customer;
the use of the Services by Customer and/or its associated companies and their respective officers, employees or agents;
a violation or alleged violation by Customer of any federal, state, or local laws or regulations or reputation authorities (including but not limited to Health Insurance Portability Accountability Act (HIPAA), Controlling the Assault of Non-Solicited Pornography And Marketing Act (CAN-SPAM), General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), The Campaign Registry (TCR); or
any negligent or more culpable act or omission of Customer or its associated companies. This Indemnity shall be in addition to, and not in lieu of, any other remedies provided in this Agreement, at law, or in equity, and shall survive any termination or expiration of this Agreement.

11 - Termination

Either party may terminate this Agreement by providing at least ninety (90) days’ written notice (30 days for monthly agreements) prior to the end of the Initial Term or a Renewal Term, or if the other party is in breach of any material provision of this Agreement and fails to cure within (30) days after written notice (or after ten (10) days’ notice for nonpayment). Customer’s right to terminate for breach applies to the affected location and / or Services only.

Abria may limit, interrupt, suspend or terminate Services IMMEDIATELY if Customer or others acting through Customer:

use the Services in violation of Abria’s Acceptable Use Policy (AUP);
use the Services in a manner that affects Abria’s network or other customers,
use the services fraudulently or unlawfully;
use the Services in an excessive, abusive, or unreasonable manner that is not consistent with/for the type of Services; or,
use the Services in a manner that may cause or is causing an imminent and significant operational, financial, or security risk.

After termination due to breach, Abria may restore Service if Customer corrects any breach and pays all outstanding amounts oAbriad, including restoration charges. In addition to these terminations, if Abria determines that providing Services is not economically or technically feasible or because underlying facilities leased from third parties are no longer available to Abria due to legal / regulatory changes, Abria has the right to terminate this Agreement either prior to installation or on sixty (60) days’ notice after installation.

Effect of Termination

Pre-Installation - If Customer terminates this Agreement due to any reason other than Abria’s material breach or if Abria terminates this Agreement due to Customer’s material breach of the Effective Date but prior to the Commencement Date, Customer will pay Abria a Pre-Installation Cancellation Charge (“Cancellation Charge”) equal to (3) months of MRCs except that if Abria’s costs to other providers are greater than this amount, Customer shall also reimburse Abria for such additional costs. Customer agrees that the Cancellation Charge is a reasonable measure of the administrative costs and other fees incurred by Abria to prepare for installation.
Post-Installation - If Customer terminates this Agreement or PART or ALL Services provided hereunder after installation during the initial or renewal term for any reason other than for Abria’s material breach or if Abria terminates this agreement due to Customer’s material breach, Customer shall pay to Abria as liquidated damages, and not as penalty, an amount equal to one hundred (100%) of the Monthly Recurring Charges (MRCs) APPLICABLE TO THE SERVICES that Abriare terminated multiplied by the number of months remaining in the then-current TERM or Renewal Term EXCEPT THAT IF ABRIA’S COSTS TO OTHER PROVIDERS ARE GREATER THAN THIS AMOUNT, CUSTOMER SHALL ALSO REIMBURSE ABRIA FOR SUCH ADDITIONAL COSTS.

The termination of this Agreement shall not release Customer from the obligation to make payment of all amounts then or thereafter due and payable.

12 - Governing Law and Submission to Jurisdiction

This Agreement and all matters regarding the interpretation and/or enforcement hereof, shall be governed exclusively by the laws of the State of Georgia, except in so far as the Federal law of the United States of America may control any aspect of this Agreement, in which case Federal law shall govern such aspect.

Georgia law applies to this Agreement without regard to any choice-of-law rules that might direct the application of the laws of any other jurisdiction. All disputes arising out of or in connection with this Agreement will be brought in the courts of Cobb County, Georgia or the U.S. District Court for the Northern District of Georgia, and the Parties consent to the jurisdiction of such courts.

13 - Disputes

All disputes, issues, claims, or controversies arising in connection with this Agreement shall be settled initially by internal dispute resolution. The Parties agree to attempt in good faith to resolve any disputes, issues, claims, or controversies arising under this Agreement, provided, that this requirement shall not apply to disputes, issues, claims, or controversies requiring equitable relief.

In the event the parties are unable to resolve any disputes, issues, claims, or controversies themselves, the parties hereby consent that all unresolved disputes arising in connection with this Agreement shall be subject to mandatory mediation before a mutually agreed upon mediator in or around Atlanta, Georgia with costs to be split betAbriaen the Parties. In the event the Parties cannot agree upon a mediator, each Party shall select a mediator, and those two will choose another Atlanta-area mediator to hear the dispute.

14 - Modifications to Terms

Abria may update these Terms at any time without notice. Material changes will be announced via email or through the platform. Continued use after changes constitutes acceptance of the new terms.

15 - Notices and Communications

All notices and other communications required or permitted under this Agreement must be in writing (electronic transmission acceptable)

Abria, Inc.

4880 Lower Roswell Road,

Suite 165-208,

Atlanta, Georgia 30068

Email - accounts@abria.cloud