1.1. Account: Your unique account created to access and manage Pico Public Cloud Services.

1.2. Acceptable Use Policy (AUP): Pico Public Cloud's policy outlining prohibited activities and acceptable practices for using the Services.

1.3. Client Data: All data, information, files, content, and materials (including text, audio, video, images, graphics, animations, illustrations, and personal or business data) submitted, stored, or otherwise processed by You or Your End Users within the Services.

1.4. Confidential Information: Non-public information disclosed by one Party to the other, designated as confidential or reasonably understood to be confidential, including trade secrets, business plans, financial data, technical data, and Client Data.

1.5. Consumption-Based Model: A pricing model where You are charged based on the actual usage of Services resources (e.g., per hour, per GB, per API call).

1.6. Data Protection Laws: All applicable laws and regulations relating to the protection of personal data and privacy, including but not limited to the Information and Communication Technology Act, 2006 (as amended), the Digital Security Act, 2018 of Bangladesh, and any other relevant international data protection laws (e.g., GDPR, CCPA) if applicable to Your data processing activities.

1.7. Downtime: The period during which the Services are unavailable or do not meet the specified Service Levels, as defined in the SLA.

1.8. End User: Any individual or entity, including employees, agents, contractors, or customers of the Client, who is authorized by the Client to access and use the Services.

1.9. Intellectual Property (IP) / Intellectual Property Rights (IPR): All proprietary information, patents, trademarks, copyrights, trade secrets, and other intellectual property rights.

1.10. Lock-in Period: A minimum commitment term for certain Services or discounts, as specified in a Service Order or Purchase Order.

1.11. Managed Services: Specific operational and support services provided by Pico Public Cloud to You beyond the underlying Public Cloud Services infrastructure, aimed at managing and maintaining designated components of Your cloud environment as specified in a Service Order.

1.12. Marketplace: The online digital platform operated by Pico Public Cloud where Pico Public Cloud Services and Third-Party Offerings are listed, discovered, and procured.

1.13. Marketplace Offering / Listing: Any software, service, data product, or solution made available for purchase, subscription, or use through the Marketplace.

1.14. Monthly Recurring Charge (MRC): A fixed, recurring fee payable on a monthly basis for the ongoing provision of committed Services.

1.15. Personal Data: Any information related to an identified or identifiable person, and any other data deemed personal data under applicable Data Protection Laws.

1.16. Privacy Policy: Pico Public Cloud's public-facing policy detailing how it collects, uses, stores, shares, and protects Personal Data.

1.17. Public Cloud Services / Services: The cloud computing services provided by Pico Public Cloud to You, including Infrastructure as a Service (IaaS), Platform as a Service (PaaS), Software as a Service (SaaS), container services, storage, networking, security, and other related services, as described on Pico Public Cloud's website and in Service Orders.

1.18. Service Level Agreement (SLA): The document outlining the service commitments, availability guarantees, and performance metrics applicable to the Services.

1.19. Work Order (WO) / Purchase Order (PO): A document, electronic or otherwise, issued by You and accepted by Pico Public Cloud for the purchase and delivery of specific Services under these Terms.

1.20. Shared Responsibility Model: The cloud security framework outlining the division of security responsibilities between Pico Public Cloud (security of the cloud) and You (security in the cloud).

1.21. Third-Party Offering: A Marketplace Offering provided by a vendor other than Pico Public Cloud.

1.22. Third-Party Vendor: An entity that provides a Third-Party Offering through the Marketplace.

2.1. Service Offering: Pico Public Cloud provides Public Cloud Services as described on its website and in Service Orders. These Services include, but are not limited to, compute (e.g., Elastic Cloud Servers, Bare Metal Servers), storage (e.g., Block Storage, Object Storage, Scalable File Service), networking (e.g., Virtual Private Cloud, Elastic IP, Load Balancers), and security services.

2.2. Service Orders: Specific Services, their configurations, quantities, pricing, and any custom terms will be detailed in individual Service Orders or Purchase Orders executed between You and Pico Public Cloud. Each Service Order shall reference these Terms and be incorporated herein.

2.3. Changes to Services: Pico Public Cloud may change or discontinue any Service or its features at any time. For material changes to core Services or features, Pico Public Cloud will provide reasonable advance notice.

3.1. Account Creation: To use the Services, You must create an Account and provide accurate, complete, and current information. You are responsible for maintaining the confidentiality of Your account credentials (username, password, API keys) and for all activities that occur under Your Account, whether authorized by You or not. Pico Public Cloud is not liable for any loss or damage arising from Your failure to protect Your account credentials.

3.2. Security of Your Account: You are responsible for implementing appropriate security measures within Your Account and for Your Client Data, including but not limited to: a. Enabling and enforcing Multifactor Authentication (MFA) for all Account users. b. Managing Identity Access Management (IAM) policies and permissions to adhere to the principle of Least Privilege. c. Regularly reviewing Account activity and security logs. d. Promptly notifying Pico Public Cloud of any unauthorized access or suspected security breaches of Your Account.

3.3. Pico Public Cloud's Security: Pico Public Cloud implements and maintains industry-standard security measures to protect the underlying infrastructure of the Services and its own systems. This includes physical security of data centers, network security, and security of the virtualization platform.

4.1. Pricing and Invoicing: You agree to pay all fees and charges associated with Your use of the Services as specified in Your Service Orders and Pico Public Cloud's published pricing (available on the Pico Public Cloud website or as quoted). Fees are primarily based on a Consumption-Based Model or Monthly Recurring Charges (MRC) for committed services. Invoices will be generated periodically (e.g., monthly) and made available through Your Account.

4.2. Payment Terms: All payments shall be made on a prepaid basis in BDT (Bangladeshi Taka) via NPSB, BEFTN, RTGS, Credit/Debit Card, MFS, or any other legal electronic fund transfer channel in favor of Pico Public Cloud. Payment is due by the Due Date specified on the invoice.

4.3. Taxes: All fees are exclusive of applicable taxes, including Value Added Tax (VAT), withholding taxes, and any other levies or duties. You are responsible for paying all such taxes in addition to the service fees. If any withholding tax is required by law, You shall gross-up the payment to ensure Pico Public Cloud receives the full amount specified.

4.4. Non-Payment and Suspension: Failure to pay fees by the Due Date may result in immediate restriction or suspension of Your access to the Services. Pico Public Cloud may charge a Reinstatement Fee to resume Services after suspension due to non-payment. Repeated non-payment may lead to permanent termination of Services and Your Account.

4.5. Early Termination of Committed Services (Lock-in Period): If You terminate Services with a Lock-in Period before its expiry, or if Services are terminated due to Your breach during a Lock-in Period, You shall remain obligated to pay the MRC for the unfulfilled portion of the Lock-in Period.

5.1. Compliance: You are solely responsible for Your and Your End Users' compliance with all applicable laws, regulations, and governmental orders, including Data Protection Laws, export control laws, and intellectual property laws, in connection with Your use of the Services and Client Data.

5.2. Acceptable Use Policy (AUP): You agree to comply with the Pico Public Cloud AUP, which is incorporated into these Terms by reference. Any violation of the AUP may result in immediate suspension or termination of Your Services.

5.3. Client Data: You are solely responsible for the legality, accuracy, quality, integrity, and intellectual property ownership of Your Client Data. You must ensure that Your Client Data does not violate any applicable laws or infringe upon the rights of any third party.

5.4. Security In The Cloud: You are responsible for the security in the cloud, as per the Shared Responsibility Model. This includes, but is not limited to, securing Your operating systems, applications, configurations, network settings within Your Virtual Private Cloud (VPC), and access controls within Your Services instances. Pico Public Cloud is not liable for security breaches or data loss resulting from Your failure to fulfill these responsibilities.

5.5. Notification of Irregularities: You will promptly notify Pico Public Cloud of any irregularity, suspected Security Incident, or performance degradation with the Services.

6. Service Level Agreement (SLA) Pico Public Cloud commits to specific Service Levels for its Public Cloud Services as outlined in the SLA. The SLA defines Monthly Uptime Guarantees, Incident Response and Resolution Times, and the process for claiming Service Credits in the event of SLA breaches. Service Credits are Your sole and exclusive remedy for any failure by Pico Public Cloud to meet the Service Levels.

7.1. Scope: If You procure Managed Services from Pico Public Cloud, the specific scope, responsibilities, and pricing for such services will be detailed in a separate Work Order or Addendum.

7.2. Shared Responsibility: For Managed Services, the Shared Responsibility Model is further refined clearly delineating Pico Public Cloud's management responsibilities for Managed Components and Your retained responsibilities.

8.1. Marketplace Offerings: Pico Public Cloud operates the Marketplace where You can procure Pico Offerings and Third-Party Offerings.

8.2. Third-Party Offerings: For Third-Party Offerings, You acknowledge that Pico Public Cloud acts solely as a platform provider. Your use of Third-Party Offerings is governed by the specific Marketplace Provider Terms provided by the Third-Party Vendor, in addition to these Terms. Pico Public Cloud is not responsible for the functionality, performance, security, or support of Third-Party Offerings.

9.1. Pico Public Cloud IP: All Intellectual Property Rights in and to the Services, Pico Public Cloud's website, documentation, and any other materials provided by Pico Public Cloud shall remain the exclusive property of Pico Public Cloud or its licensors. You are granted a limited, non-exclusive, non-transferable right to use the Services solely in accordance with these Terms.

9.2. Client IP: You retain all Intellectual Property Rights in and to Your Client Data. You grant Pico Public Cloud a limited, non-exclusive, worldwide, royalty-free license to use, copy, transmit, store, and display Your Client Data solely as necessary to provide the Services to You.

10.1. Both Parties agree to protect each other's Confidential Information in accordance with a Non-Disclosure and Confidentiality Agreement.

11.1. Privacy Policy: Pico Public Cloud's collection, use, storage, and protection of Personal Data are governed by its Privacy Policy.

11.2. Client Data: You are the controller of Your Client Data (including any Personal Data within it), and Pico Public Cloud acts as a processor on Your behalf. You are responsible for obtaining all necessary consents and rights for the processing of Personal Data within Your Client Data using the Services.

11.3. Data Residency: Pico Public Cloud will store Your Client Data in the geographical regions specified in Your Service Order or as otherwise agreed, typically within Bangladesh's multi-seismic zone data centers and archive locations.

12.1. DISCLAIMER OF WARRANTIES: THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." EXCEPT TO THE EXTENT PROHIBITED BY LAW, PICO PUBLIC CLOUD (A) MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, REGARDING THE SERVICES, AND (B) DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT. PICO PUBLIC CLOUD DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR COMPLETELY SECURE.

12.2. LIMITATION OF LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PICO PUBLIC CLOUD SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUES, GOODWILL, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF THE SERVICES, EVEN IF PICO PUBLIC CLOUD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL PICO PUBLIC CLOUD'S AGGREGATE LIABILITY UNDER THESE TERMS EXCEED THE TOTAL FEES PAID BY YOU FOR THE AFFECTED SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13.1. You agree to indemnify, defend, and hold harmless Pico Public Cloud, its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) Your or Your End Users' use of the Services in violation of these Terms, the AUP, or applicable laws; (b) Your Client Data or the content You transmit through the Services; (c) Your breach of any representations or warranties made in these Terms; or (d) any claims of infringement or misappropriation of third-party Intellectual Property Rights by Your Client Data or applications.

14.1. Termination by You: You may terminate Your Account and use of the Services at any time through the Account portal, subject to any Lock-in Period obligations.

14.2. Termination by Pico Public Cloud: Pico Public Cloud may suspend or terminate Your Account and use of the Services immediately if: (a) You breach any material provision of these Terms (including non-payment or AUP violation); (b) You fail to meet the requirements of a Service Order; (c) required by law or governmental authority; or (d) Pico Public Cloud discontinues the Services.

14.3. Effect of Termination: Upon termination, Your right to use the Services will cease. You are responsible for migrating Your Client Data out of the Services prior to termination. Pico Public Cloud may delete Your Client Data after a reasonable period following termination, as per its data retention policies. All provisions that by their nature are intended to survive termination (e.g., payment obligations for services rendered, disclaimers, limitations of liability, indemnification, confidentiality) shall remain in effect.

15.1. Governing Law: These Terms shall be governed by and construed in accordance with the laws of the People's Republic of Bangladesh, without regard to its conflict of laws principles.

15.2. Dispute Resolution: Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, shall first be attempted to be resolved amicably through good-faith negotiations between the Parties. If the dispute cannot be resolved amicably within [e.g., thirty (30)] days, it shall be submitted to binding arbitration in Dhaka, Bangladesh, in accordance with the provisions of the Arbitration Act, 2001 (Bangladesh), or any statutory modification or re-enactment thereof. The arbitration shall be conducted by a single arbitrator appointed by mutual agreement of the Parties. The language of the arbitration shall be English.

16.1. Entire Agreement: These Terms, together with any Service Orders, the AUP, SLA, Privacy Policy, and other policies referenced herein, constitute the entire agreement between You and Pico Public Cloud regarding the Services and supersede all prior or contemporaneous communications, understandings, and agreements.

16.2. Assignment: You may not assign or transfer these Terms or any of Your rights or obligations hereunder without Pico Public Cloud's prior written consent. Pico Public Cloud may assign these Terms without Your consent.

16.3. Force Majeure: Neither Party shall be liable for any delay or failure in performance hereunder due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, natural disasters, or widespread internet outages.

16.4. Notices: All notices hereunder shall be in writing and sent to the contact information provided in Your Account or on Pico Public Cloud's website.

16.5. Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16.6. No Waiver: The failure of Pico Public Cloud to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision.