Effective Date: 2026.01.01 · Last Updated: 2026.09.07 · Applies to: mccloudco.com and all client engagements

Scope of This Policy

These Terms of Service ("Terms") govern your use of mccloudco.com (the "Website") and your relationship with mccloudCo Technologies, LLC. ("mccloudCo," "we," "us," or "our"). By using the Website, requesting a consultation, or entering into an engagement with mccloudCo, you agree to these Terms.

If you are entering into an engagement on behalf of an organization — a school, a district, a business — you represent that you have the authority to bind that organization, and "you" refers to that organization as well as to you individually.

Description of Services

mccloudCo is an advisory firm operating two practices:

• Education Practice — academic advisory services for schools, districts, and charter networks, delivered through a five-tier retainer ladder (E1–E5).
• Strategic Advisory Practice — IT advisory services for growing businesses, delivered through a five-tier retainer ladder (T1–T5).

Both practices are delivered as monthly retainer engagements, with a defined block of senior advisory hours and services scoped in the applicable SOW. mccloudCo may also provide add-on services, one-time projects, and signature packages, each scoped and priced independently of the retainer ladder.

How an Engagement Begins

1. Consultation — a no-cost conversation about your organization, goals, and budget cycle.
2. Assessments — a short review, standalone or bundled into the first month of an entry-tier retainer, that determines which tier and scope actually fit.
3. Statement of Work — the recommended tier, scope, and pricing are put in writing before anything is billed.
4. Onboarding — the retainer begins, billed in advance, with a named point of contact in place from day one.

No fees are owed for a consultation or assessment alone. A binding engagement exists only once an SOW has been signed by both parties.

Fees & Payment

• Billing. Monthly retainers are billed in advance. Add-on services and projects are billed as set out in the applicable SOW.
• Included hours. Each tier includes a defined block of monthly advisory hours as a planning guideline. Any month trending significantly over that block is flagged before work continues, not billed as a surprise after the fact.
• Late payment. Invoices are due as specified in the SOW. mccloudCo reserves the right to pause work on accounts with significantly overdue balances, with advance notice to the client's point of contact.
• Procurement. Schools and districts may route engagements through purchase orders and standard district billing; businesses are invoiced on standard monthly terms.

Term & Termination

• Minimum term. Tiers 1–3 (or E1–E3) carry a six-month minimum term; Tiers 4–5 (or E4–E5) carry a twelve-month minimum term, reflecting their shift to ongoing governance work.
• After the minimum term. Engagements continue month-to-month, with no automatic renewal into a new minimum term.
• Termination for convenience. Either party may decline to continue after the minimum term with written notice as specified in the SOW.
• Termination for cause. Either party may terminate an engagement early for material breach not cured within a reasonable period after written notice.
• Effect of termination. mccloudCo will invoice for work performed through the termination date. Documented frameworks and deliverables already provided remain with the client, consistent with Section Intellectual Property.

Confidentiality

Each party agrees to protect the other's confidential information with at least the same care it uses for its own confidential information, and to use it only for purposes of the engagement. This obligation survives termination of an engagement. mccloudCo's own information-handling practices — access controls, credential storage, and incident response — are described in mccloudCo's Security Standards document, available on request.

Description of Services

Important
mccloudCo provides advisory recommendations based on professional judgment and the information available at the time. mccloudCo does not guarantee specific outcomes, and recommendations are not a substitute for the client's own decision-making authority, nor for legal, financial, or regulatory advice from a licensed professional in that specific field.

• Vendor neutrality. mccloudCo does not accept curriculum, platform, or product commissions. Recommendations are made on their merits.
• No guarantee of results. Outcomes such as enrollment changes, accreditation results, compliance certification, or cost savings depend on factors outside mccloudCo's control, including client implementation of recommendations.
• Not a substitute for specialized counsel. mccloudCo's compliance-related advisory work (e.g., SOC 2, HIPAA, or FERPA readiness support) helps clients prepare for their own compliance processes; it does not constitute a legal opinion or certification of compliance.

Acceptable Use of the Website

You agree not to:

• Use the Website for any unlawful purpose or in violation of these Terms.
• Attempt to gain unauthorized access to any part of the Website or its underlying systems.
• Scrape, harvest, or systematically extract data from the Website without prior written consent.
• Interfere with the Website's normal operation, including through malware or excessive automated requests.

Disclaimers

THE WEBSITE AND ITS CONTENT ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. mccloudCo does not warrant that the Website will be uninterrupted or error-free.

For engagement-specific deliverables, mccloudCo's warranty obligations, if any, are limited to those expressly set out in the applicable SOW.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MCCLOUDCO'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO AN ENGAGEMENT SHALL NOT EXCEED [the total fees paid by the client under the applicable SOW in the twelve months preceding the claim — confirm cap approach with counsel]. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOST DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnification

Each party agrees to indemnify and hold the other harmless from third-party claims arising from that party's breach of these Terms, negligence, or willful misconduct, subject to the limitations in Limitation of Liability  Section.

Governing Law & Disputes

These Terms are governed by the laws of the State of Georgia, without regard to conflict-of-law principles.

Governing Law & Disputes

These Terms are governed by the laws of the State of Georgia, without regard to conflict-of-law principles.

Before initiating a formal dispute, both parties agree to attempt good-faith resolution through direct discussion between the client's point of contact and mccloudCo's Client Concierge.

General Provisions

• Entire agreement. These Terms, together with any applicable SOW, constitute the entire agreement between the parties regarding the subject matter.
• Severability. If any provision is found unenforceable, the remaining provisions continue in effect.
• Assignment. Neither party may assign an engagement without the other's written consent, except in connection with a merger, acquisition, or sale of substantially all assets.
• Force majeure. Neither party is liable for delay or failure to perform due to causes beyond its reasonable control.
• No waiver. Failure to enforce any provision is not a waiver of the right to enforce it later.
• Notices. Formal notices under these Terms should be sent to the contact information in Section 17, or to the point of contact designated in the applicable SOW.

Changes to These Terms

mccloudCo may update these Terms from time to time. The "Last Updated" date at the top of this page reflects the most recent revision. Material changes will be noted on this page. For active engagements, the terms of the signed SOW and the Terms in effect at signing continue to govern unless both parties agree otherwise in writing.

Contact Us

Questions about these Terms can be directed to Client Concierge:

clientconcierge@mccloudco.com
+1 470.646.3963