If you are entering into this Agreement on behalf of a business organization or entity, you represent and warrant that you are duly authorized to bind that entity to this Agreement.   
 
 
1. AGREEMENT  
 
As referred to herein, “Agreement” means this Cloud Services Agreement, together with all policies and addenda that are incorporated herein by reference. This Agreement sets forth the terms and conditions that apply to the Cloud Services.   
 
 
2. CLOUD SERVICES  
 
“Cloud Services” means the infrastructure comprising of the computing platform coupled with storage capacity, together with resources like the operating system, firewall, load balancer, and IP addresses, and support services like remote location backup, maintenance and support on the hypervisor, monitoring of server and network.  
 
Client subscribes to this Cloud Services governed by this Agreement.  
 
2.1 PROGENET hereby provides to the Client the Cloud Services upon the terms and subject to the conditions set forth in this Agreement.  
 
2.2 The Cloud Services is deployed on hardware that is controlled by PROGENET. Client may access the Cloud Platform, but has no right to the hardware of the Cloud Platform unless supplied or purchased by the Client.  
 
2.3 Client must have, at its premise(s), a high-speed Internet connection, hardware and software that are required by the Client’s Hosted Services. These items are outside the scope of this Cloud Services and PROGENET shall not be liable for any delay caused by Client in getting its portion of these items ready.  
 
2.4 Any modifications to the Cloud Services must be agreed by both parties.   
 
 
3. TERM  
 
3.1 The commencement of the Subscription Term is effective from the date stated in the Statement of Work for Cloud Services. This Agreement will remain in effect until terminated by PROGENET or Client in accordance with Section 7.   
 
 
4. CONDITIONS OF USE  
 
4.1 The Cloud Services provided to Client is exclusive, non-transferable, and are for Client’s business use only. Client is required to use the Cloud Services in accordance with the provisions of this Agreement. Client agrees to cooperate with any reasonable investigations by PROGENET regarding an actual or potential violation of the Conditions of Use.  
 
4.2 Client is solely responsible for the suitability of the Cloud Services chosen and for determining whether they meet Client’s capacity, performance and scalability. PROGENET is responsible for providing the platform for Cloud Services based on the requirement from Client. PROGENET is not in the position to advise Client on the Client Software and its operating environment to determine any additional capacity, performance and/or scalability required. In the event of request for additional capacity, performance and/or scalability, Client is to provide 6 weeks advance written notice to PROGENET.  
 
4.3 Client’s right to use the Cloud Services is conditional upon the following. Client shall not:  
 
  1. transfer to any other Person (which expression includes any firm, partnership, sole proprietorship, association, society, organization, entity or corporation and any other corporate body) any of its rights to use the Subscription Services, unless that Person is listed within the customer.
  2. sell, rent or lease the Subscription Services;
  3. make the Subscription Services available to anyone who is not an “Authorized User”. An Authorized User is an employee of Client, or of a person to whom Client has outsourced services, and who is authorized to access the Cloud Services
  4. create any derivative works based upon the Cloud Services or Documentation
  5. use the Cloud Services in a way that violates any applicable laws, rules, regulatories, directives or guidelines. Transmission, distribution or storage of any material in violation of any applicable laws, rules, regulatories, directives or guidelines is prohibited. This includes, without limitation, material protected by copyright, trademark, trade secret or other intellectual property right used without proper authorization, and material that is libelous, defamatory, constitutes an illegal threat, violates export control laws or regulations or encourages conduct that would constitute a criminal offense or give rise to civil liability
  6. carry out the following acts which are considered to be abusive of the PROGENET Cloud Managed Platform network and are prohibited
  1. any conduct which violates the accepted norms and expectations of the Internet community at large including, without limitation, posting or distributing information or materials which are abusive or threatening. PROGENET reserves the rights determine, in its sole discretion, whether any particular conduct violates such norms and expectations.
  2. resale of any PROGENET services or products unless expressly authorized in writing by PROGENET
  3. falsifying Subscriber information in applications, contracts and other materials provided to PROGENET including fraudulent use of credit card numbers or "bill to" numbers
  4. falsifying identity or contact information to circumvent this Conditions of Use or otherwise
  5. attempting to circumvent or alter the processes or procedures to measure time, bandwidth utilization or other methods to document use of PROGENET services.
  
 
 
5. CLIENT DATA  
 
5.1 Client must provide all data for use in the Cloud Services, and PROGENET is not obliged to modify or add to the Client Data. Client is solely responsible for the content and accuracy of the Client Data.  
 
5.2 The Client Data belongs to Client, and PROGENET makes no claim to any right of ownership in it.  
 
5.3 PROGENET must keep the Client Data confidential in accordance with laws in Malaysia applicable to PROGENET in respect of the Cloud Services provided by PROGENET under this Agreement and Section 14 of this Agreement.  
 
5.4 The Client hereby consent and authorize PROGENET to use the client’s data as necessary to carry out its obligations under this Agreement, and for no other purpose. However, PROGENET:  
 
  1. may observe and report back to Client on Client’s usage of the Cloud Services, and make recommendations for improved usage of the Cloud Services
  2. may identify trends and publish reports on its findings provided the reports include data aggregated from more than one Client site and do not identify Client
  3. must ensure that the data center containing the Client Data meets the following physical and electronic security requirements:
  4.  
    1. single point of entry
    2. main access monitored with additional access for emergency purposes only
    3. surveillance cameras in facility
    4. access validation with identity check
    5. access only to persons on PROGENET approved access list
    6. log-in validation
    7. creation of accounts only as verified by PROGENET or sub- contracted hosting provider
    8. access to servers via encrypted means
    9. servers running behind secure firewall
 
 
5.5 PROGENET must take reasonable technical and organizational measures to keep personal data secure and to protect it against accidental loss or unlawful destruction, alteration, disclosure or access; and, must deal with the information only in accordance with Client’s instructions, provided they are reasonable and lawful.  
 
5.6 PROGENET Cloud Services complies with the Personal Data Protection Act 2010.   
 
 
6. SERVICE LEVEL GUARANTEE  
 
6.1 Service Provision Guarantee  
 
  1. PROGENET and the Client shall agree on the Service Provision Guarantee Date/Target Service Date (hereinafter referred to as “Service Provision Guarantee Date”). PROGENET shall provide the Service on the Service Provision Guarantee Date.
6.2 Service Availability Guarantee  
 
  1. PROGENET will meet the following service level agreements based on the below:
  • 99.95% network uptime standard
  • 99.95% server uptime guarantee
  • 2 hours support response time guarantee
6.3 Exclusion  
 
  1. Any act of omission by the Client or its agents, resulting in the late installation of the Cloud Services including but not limited to non-availability of the Client at times necessary for testing or connection or amendments to the original Order Form after confirmation of the order
  2. The Client fails to complete cabling facilities specifically requested by PROGENET in time after receiving notice of the delivery of the Cloud Services from PROGENET
  3. Any scheduled maintenance or emergency maintenance of the Cloud Service notified to the Client
  4. Any fault identified as arising from a fault in Client Equipment and/or Client Software
  5. Any fault in third party networks, local or public Internet traffic exchange points
  6. Any unauthorized change made to the Cloud Services by the Client
  7. Any interruption to the Cloud Service agreed by PROGENET and the Client
  8. Power plant failure at the Client’s Premises
  9. The Client Premises are inaccessible
  10. Weather constraints which include but not limited to typhoon warnings, thunderstorms, black rainstorms and any other weather conditions which may affect the safety of the PROGENET’s staff to carry out service provision, repair or restoration duties
  11. Force Majeure Event; If the performance of any part of this Agreement, other than the payment of money, is prevented or delayed by reason of an act of God, act of war, act of terrorism, fire, governmental action, labor dispute or other cause beyond the performing party’s control, then that party will be excused from performance for the length of that prevention or delay
 
6.4 Response Time  
 
PROGENET will use its reasonable efforts to ensure that the period of time between the Service issue being reported by the Client to the Support Hotline and PROGENET's responding to the Client to acknowledge receipt of the report of the Service issue (Response Time).   
 
 
7 SUSPENSION AND TERMINATION  
 
7.1 Suspension and Termination by PROGENET  
 
  1. FOR CAUSE. PROGENET may suspend or terminate all or part of the Cloud Services by sending Client a 2 weeks’ advance notice of termination if one or more of the following occurs:
    1.  
       
    2. PROGENET discovers that Client provided PROGENET with false information when Client registered for Cloud Services, or that Client lacked the capacity to enter into this Agreement at the time of its consummation
    3. PROGENET determines, at its sole discretion supported with proof, that Client’s use of the Cloud Services poses a threat to the security or performance of PROGENET network or to any of PROGENET clients or suppliers
    4. PROGENET determines, at its sole discretion, that Client’s use of the Cloud Services is illegal, or that it misappropriates or infringes the property rights of a third party
    5. PROGENET reasonably believe that Client’s use of the Cloud Services has or will subject PROGENET to civil or criminal liability
    6. Client become the subject of an involuntary or voluntary bankruptcy or similar proceeding, or Client assign all or substantially all of Client’s assets for the benefit of creditors
    7. Client fails to make any payment when due or if Client’s credit card is declined
    8. Client’s use cloud resources in an attempt to gain unauthorized access to computer systems (i.e., “hacking”)
    9. Client breaches any of the other terms and conditions in this Agreement
     
  2. WITHOUT CAUSE. PROGENET may suspend or terminate all or part of the Cloud Services in the absence of cause by providing Client with ninety (90) days’ advance notice of the termination in accordance with the provisions set forth in Section 18 below
 
 
7.2 The Client commits to subscribe for the Subscription Services for the entire duration of the Subscription Term and shall not be entitled to terminate this Agreement prior to the expiry of the Subscription Term. Notwithstanding the aforesaid, if the Client terminates this Agreement prior to the expiry of the Subscription Term, the Client shall be liable to pay forthwith to PROGENET the entirety of the Subscription Fee and any other sum payable by the Client under this Agreement, unless PROGENET cloud business ceases to exist.  
 
7.3 Effect of Suspension and Termination.  
 
  1. SUSPENSION
  2. The Cloud Services will be unavailable in whole or in part during any suspension, and you may not have access to your data. Fees may continue to accrue during a suspension, and we may charge you a reinstatement fee following any suspension of your Cloud Services.  
     
  3. TERMINATION
  4. Effective immediately upon the termination of this Agreement, the Cloud Services will no longer be available and we will permanently erase all data stored on the infrastructure. All Confidential Information and Documentation, including all copies thereof, must be returned to us or permanently destroyed. On our written request, you agree to certify in writing that you are no longer in possession of any Confidential Information or Documentation. PROGENET shall provide written confirmation that PROGENET has within 14 days upon the termination of this Agreement, permanently deleted all data belonging to the Client
 
 
7.4 Upon the expiry of the Subscription Term or any renewal thereof (if applicable) PROGENET shall on a reasonable effort basis, assist Client to back-up all relevant data to such external back-up media provided by Client.  
 
7.5 Unless the parties agree to an extension of the Subscription Term (upon such terms and conditions as the parties may agree), this Agreement terminates upon the expiry of the Subscription Term. The Client may, by written notice given not less than 2 months prior to the expiry of the Subscription Term, renew this Agreement for a further term of 12 months upon where the Subscription Fees may be increased by such amount not exceeding 25% and the terms and conditions to be mutually agreed upon by the parties hereto.   
 
 
8. FEES AND BILLING  
 
8.1 Client agrees to pay all fees for the Cloud Services at the applicable and agreed rate as stated in the Statement of Work for Cloud Services. The Subscription Fee is payable in RINGGIT MALAYSIA, and upon signing of this Agreement, the Client is to pay the first year Subscription Fee upfront. Thereafter from second year onwards, the annual Subscription Fee shall apply and payable on the anniversary date of this Agreement.  
 
8.2 If for any reason you fail to make a payment, you must pay a finance charge on any overdue payment of 1.5% percent per month. The fees do not include any taxes, and Client shall pay any sales, use, value added or other taxes or import duties (other than corporate income taxes payable by PROGENET) due as a result of any amounts paid to PROGENET. Client shall bear all of PROGENET’s costs of collection of overdue fees, including reasonable attorneys’ fees and expenses.  
 
8.3 If Client initially purchased Cloud Services for a term, and subsequently orders additional product, the purchase price for the additional product shall be pro-rated so that the added subscriptions terminate on the same day as the initial subscription.  
 
8.4 It is your sole responsibility to provide accurate billing contact information and to notify us of any changes to your billing contact information in accordance with the notice provisions in Section 18 below.  
 
8.5 Payment of the Subscription Fee is not subject to any set-off, withholding, counter claims or deduction by Client for any reason whatsoever.   
 
 
9. TAXES  
 
9.1 Client agrees to pay all taxes on the Cloud Services that we are required by law to collect, including transaction, local, value-added, sales, service taxes and SST/GST. The Subscription Fee is exclusive of any such taxes, duties, levies or fees. In no event will you be responsible for any taxes on our income. If you are exempt from paying taxes on the Cloud Services, Client agree to provide PROGENET with reasonable proof of your tax exempt status.   
 
 
10. DISCLAIMERS  
 
  1. ALL GOODS AND SERVICES ARE PROVIDED “AS-IS”. EXCEPT AS EXPRESSLY REQUIRED BY LAW WITHOUT THE POSSIBILITY OF CONTRACTUAL WAIVER, PROGENET AND OUR SERVICE SUPPLIERS AND LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE.
  2.  
     
  3. PROGENET AND OUR SERVICE SUPPLIERS AND LICENSORS DO NOT WARRANT THAT THE CLOUD SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, OR THAT ALL DEFECTS WILL BE CORRECTED. CLIENT ACKNOWLEDGES THAT PROGENET DO NOT CONTROL OR MONITOR THE TRANSFER OF DATA OVER THE INTERNET, AND THAT INTERNET ACCESSIBILITY CARRIES WITH IT THE RISK THAT YOUR PRIVACY, CONFIDENTIAL INFORMATION AND PROPERTY MAY BE LOST OR COMPROMISED.
  
 
 
11. LIMITATION OF DAMAGES  
 
EXCEPT AS EXPRESSLY REQUIRED BY LAW WITHOUT THE POSSIBILITY OF CONTRACTUAL WAIVER (A) NEITHER PROGENET NOR ANY OF ITS EMPLOYEES, AGENTS, REPRESENTATIVES, SERVICE SUPPLIERS, OR LICENSORS, WILL BE LIABLE FOR ANY PUNITIVE, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES, OR FOR ANY LOST PROFITS, LOST DATA, LOST BUSINESS, LOST REVENUES, DAMAGE TO GOODWILL, LOST OPPORTUNITIES OR LOSS OF ANTICIPATED SAVINGS, EVEN IF ADVISED OF THE POSSIBILITY OF SAME, AND REGARDLESS OF WHETHER THE CLAIMS ARE BASED IN CONTRACT, TORT, STRICT LIABILITY, INFRINGEMENT, OR ANY OTHER LEGAL OR EQUITABLE THEORY; AND (B) THE AGGREGATE LIABILITY OF PROGENET AND ITS EMPLOYEES, AGENTS AND REPRESENTATIVES TO CLIENT UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, WILL NOT EXCEED FIFTY PERCENT (50%) OF THE ANNUAL SUBSCRIPTION FEE CLIENT ACTUALLY PAID TO PROGENET FOR THE CLOUD SERVICES IN THAT YEAR IN WHICH THE FIRST EVENT GIVING RISE TO YOUR CLAIM(S) OCCURRED.   
 
 
12. INDEMNIFICATION  
 
Client agrees to indemnify, defend and hold PROGENET and its employees, agents, shareholders, officers, directors, successors and assigns harmless from and against any and all claims, damages, liabilities, costs, settlements, penalties and expenses (including attorneys’ fees, expert’s fees and settlement costs) arising out of or relating to any suit, action, proceeding, arbitration, subpoena, claim or demand brought or asserted by a third party pursuant to any theory of liability against PROGENET arising out of or relating to any one or more of the following:  
 
  1. a breach by Client of this Agreement
  2. the use of the Cloud Services by Client or its end users, or any Content or information on the Cloud Services
  3. the alleged or actual infringement or misappropriation of any intellectual property right or other proprietary right by Client, or by its agents, representatives or end users
  4. Client’s relationship with the manufacturer of any software installed or stored on the Cloud Services
  5. Client’s failure to use reasonable security precautions. PROGENET will provide Client with written notice of the existence of any basis for indemnification and PROGENET will select its defense counsel. Client will have the right to approve any settlement, but Client may not unreasonably withhold its approval. Client agrees to indemnify PROGENET from all costs, expenses and liabilities as they become due
  
 
 
13. CONTENT  
 
Client is solely responsible for the selection, compatibility, licensing, development, accuracy, performance, operation, maintenance, and support of all applications, information, software, and data, including any hypertext markup language files, scripts, programs, recordings, sound, music, graphics, images, applets or servlets that Client or its subcontractors or end users create, install, upload or transfer on, from or through the Cloud Servers (“Content”). PROGENET may immediately (and without prior notice) block access to any Content on the Cloud Services that we believe violates the law, misappropriates or infringes the intellectual property rights of a third party, or violates the terms and conditions of this Agreement.   
 
 
14. CONFIDENTIALITY  
 
14.1 The Client Data may include valuable trade secrets that are the sole property of Client. PROGENET will take reasonable care to prevent other parties from learning of these trade secrets.  
 
14.2 This do not apply  
 
  1. where disclosure is made with the prior written consent of the other party\
  2. where disclosure is made in accordance with and to the extent required by the order of a court of competent jurisdiction
  3. where disclosure is required for the enforcement of this Agreement, or disclosure to such party’s advisers (subject to the duty of confidentiality) for the purposes of any legal advice in connection with this Agreement or to the auditor for audit purposes
14.3 This do not apply to any information that  
 
  1. is now, or subsequently becomes, through no act or failure to act on the part of receiving party (the “Receiver”), generally known or available
  2. is known by the Receiver at the time of receiving such information, as evidenced by the Receiver’s records
  3. is subsequently provided to the Receiver by a third party, as a matter of right and without restriction on disclosure
  4. is required to be disclosed by law, provided that the party to whom the information belongs is given prior written notice of any such proposed disclosure.
  
 
 
15. SOFTWARE  
 
PROGENET will provide Client with access to certain software products as part of the Cloud Services. PROGENET MAKE NO REPRESENTATIONS OR WARRANTY WHATSOEVER REGARDING ANY SOFTWARE PRODUCT OR RELATED SUPPORT SERVICES THAT WE MAY PROVIDE AND, AS BETWEEN CLIENT AND PROGENET, SUCH PRODUCTS AND RELATED SUPPORT SERVICES ARE PROVIDED “AS IS.” Client is not granted any title or intellectual property rights in or to any software provided as part of the Cloud Services, and Client may only use that software in connection with the Cloud Services as permitted under this Agreement. Client’s acceptance or use of software provided as part of the Cloud Services is deemed to be an acceptance by you of the license or other agreement that governs the use of that software. Client shall not  
 
  1. copy any software
  2. remove, modify, or obscure any copyright, trademark or other proprietary rights notices that appear on any software or appear during its use
  3. reverse engineer, decompile or disassemble any software.
  
 
 
16. MAINTENANCE, SERVICE MODIFICATIONS AND DISCONTINUANCE  
 
In addition to our right to suspend or terminate the Cloud Services in accordance with Section 7 , we may suspend all or part of the Cloud Services without liability or prior notice to you  
 
  1. in order to maintain (i.e., modify, upgrade, patch, or repair) our Infrastructure or any Cloud Servers
  2. as we determine may be required by law or regulation
  3. as we determine to be necessary to protect our Infrastructure and clients from unauthorized access or an attack on the Cloud Services. Notwithstanding the foregoing, we will endeavor in good faith to provide you with advance notice of any suspension or termination under this Section 16 in accordance with the notice provisions in Section 18 and we will provide you with notice of the suspension or termination as soon as it becomes practicable for us to do so.
  
 
 
17. PUBLICITY  
 
PROGENET may list Client as a Client and use Client’s logo on PROGENET’s website, on publicly available Client lists, and in media releases.   
 
 
18. NOTICES  
 
  1. FROM PROGENET
  2. Except as otherwise provided herein, notices we send to you under this Agreement must be sent by email to the email address included in your Cloud Services profile at the time we send our notice. You are responsible for keeping your email address current and accurate at all times. Any notice we send to the then-current email address in your Cloud Services profile will be deemed to be received when it is sent even if you do not actually receive it.  
     
  3. FROM YOU
  4. Except as otherwise provided herein, notices you send to us under this Agreement must be in writing and sent at your own cost either
    1. by email to sales@progenet.com
    2. by registered post, return receipt requested, or nationally recognized courier with a signature required to the following address: Progenet Innovations Sdn Bhd (1237379-V) Lot 18.2, 18th Floor, Menara Lien Hoe, No. 8, Persiaran Tropicana, 47410 Petaling Jaya, Selangor Darul Ehsan, Malaysia.
     
  5. WHEN EFFECTIVE
  6. A notice under this Agreement is effective when received. An email notice under this Agreement will be deemed received when sent. All other notices will be deemed received when signed for as indicated by the signed delivery receipt.
  
 
 
  • 19. MISCELLANEOUS
  •  
     
    19.1 This Agreement constitutes the final and entire agreement between the parties regarding its subject matter, and it supersedes all other oral or written agreements or policies relating thereto. If there is a conflict between or among any of the parts of this Agreement, they will govern in the following order: an addendum signed by both parties, and the Cloud Services Agreement. Additional or different terms in any written communication from Client, including any purchase order or request for Cloud Services, are void.  
     
    19.2 This Agreement may not be changed or any part waived except in writing by the parties.  
     
    19.3 This Agreement will be governed by the laws of Malaysia (excluding its choice of law rules). The parties consent to the exercise of exclusive jurisdiction by the courts in Malaysia for any claim relating to this Agreement.  
     
    19.4 Client must not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of PROGENET. PROGENET may not withhold such consent in the case of an assignment by Client of its rights and obligations to an entity that has acquired all, or substantially all of Client’s assets, or to an assignment that is part of a genuine corporate restructure. Any assignment in breach of this Section is void.  
     
    19.5 If a party hereto defaults in the performance of any obligation under this Agreement, then the non-defaulting party shall be entitled (without prejudice to any other rights and remedies) to the remedy of specific performance and all costs and expenses (on a full indemnity basis) incurred in connection with the proceedings for such remedy shall be borne by the defaulting party.  
     
    19.6 A failure or delay by a party hereto in exercising, or in omitting to exercise, any right, remedy, power or privilege accruing to such party hereunder, or the knowledge or acquiescence by such party of or in any breach of any of the terms, conditions or undertakings herein contained, shall not impair or operate or be construed as a waiver of such right, remedy, power or privilege or an acquiescence in such breach or a waiver of such terms, conditions or undertakings or any of them. No waiver shall be binding on any party unless it is made in writing.  
     
    19.7 No waiver by any party of a breach of any term or condition of this Agreement shall constitute a waiver of any subsequent breach of the same or any other term or condition of this Agreement. No single or partial exercise of any right, remedy, power or privilege shall preclude any further exercise of the same or any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers or privileges provided by law.  
     
    19.8 Each provision of this Agreement (including each undertaking and each part of it) shall be construed separately and independently from each other and if any provision of this Agreement is held by any of the court, arbitral tribunal or other authority of competent jurisdiction in a final decision so determines to be illegal, void or unenforceable under any law that is applicable hereto in whole or part, the remaining provisions of this Agreement will continue to be valid and in full force and effect.   
    19.9 This Agreement shall be binding on the successors-in-title and permitted assigns of the Client and on the successors-in- title and assigns of PROGENET.   
     
     
    20 GLOSSARY  
     
    20.1 “Hosted Services” means the Client’s software that is deployed on the Cloud Services.  
     
    20.2 “Client Data” means any electronic information stored in the software database.  
     
    20.3 “Client Equipment” means the hardware required to be deployed at the Client’s premises in order to connect to the hosted application residing in the Cloud Services.  
     
    20.4 “Client Software” means the software and/or application that is being hosted in the cloud using this Cloud Services  
     
    20.5 “Documentation” means user documentation provided electronically by PROGENET for use with the Subscription Services, as may be updated, modified or replaced from time to time by PROGENET.  
     
    20.6 “Statement of Work” means a document provided by PROGENET and signed by Client that describes the Professional Services to be provided by PROGENET to Client.  
     
    20.7 “Cloud Platform” means the underlying hardware, software, network and telecommunication infrastructure upon which the Cloud Services is built on.  
     
    20.8 “Subscription Services” means the Cloud Services and the support services including remote location backup, maintenance and support on the hypervisor, and monitoring of server and network.  
     
    20.9 “Subscription Term” means the period of time during which PROGENET is required to provide Client with the Subscription Services.  
      20.10 “Service Credit” means the specified percentage off the flat rate of the monthly Subscription Fee specified in this Agreement.  
     
    20.11 “Statement of Work for Cloud Services” refers to statement of work ID.