Terms of Service

1.The Services

We develop software (web applications, APIs and business process automation), sell and rent dedicated servers, design and build IT infrastructure, deploy and configure software on servers, and provide 24/7 monitoring, support, security and backup services.

The scope, specifications, prices and service levels for your Services are set out in an order form, quote or service agreement that you accept (an "Order"). If an Order conflicts with these Terms, the Order prevails for that Service.

2.Accounts

You must be at least 18 years old and give accurate information when you create an account. You are responsible for keeping your credentials and SSH keys secure and for all activity under your account. Tell us immediately at the support email if you suspect unauthorized access.

3.Orders, fees and payment

• Fees are set out in your Order. Unless the Order says otherwise, recurring Services are billed monthly in advance.
• Prices exclude taxes, which you pay where applicable.
• If an invoice is unpaid 7 days after its due date, we may suspend the Services after notifying you. Suspension does not stop fees from accruing.
• We may change prices for recurring Services with at least 30 days' notice. The new price applies from your next billing period.
• Refunds are governed by our Refund Policy.

4.Service level agreement

Uptime commitments and service credits for your Services are set out in your Order or service level agreement ("SLA"). Service credits are your sole remedy for failure to meet the SLA.

The SLA does not cover downtime caused by scheduled maintenance announced in advance, your actions or software, attacks or failures outside our network, failures of third-party software or services you chose, or events beyond our reasonable control.

5.Acceptable use

You must not use the Services to:

• break any law or regulation, including sanctions and export control laws;
• distribute malware, run attacks such as DDoS or port scanning against third parties, or send spam;
• store or distribute content that infringes someone else's rights or is illegal;
• interfere with the Services, our network or other customers;
• resell the Services without our written permission.

We may suspend Services that violate this section, with notice where reasonably possible.

6.Software development projects

The scope, deliverables, timeline and price of a development project are set out in its Order or estimate. Work is split into milestones. At the end of each milestone we deliver the result for review, and you have 5 business days to accept it or describe what does not match the agreed scope. If we hear nothing in that time, the milestone is accepted.

Changes to the agreed scope are estimated separately and start after you approve them in writing.

Once you have paid in full, you own the software we create specifically for you. We keep ownership of our pre-existing tools, libraries and know-how, and grant you a perpetual, non-exclusive license to use any of them that are part of your deliverables.

7.Server purchases and rental

Rented servers remain our property. You may use them for the term of your Order and must not move or modify the hardware.

When you buy a server, ownership passes to you once it is paid in full. Purchased hardware is covered by the warranty stated in your Order.

8.Intellectual property

We own the Services, our software, documentation and trademarks. You own the data you put on your servers. You grant us a limited license to host and process that data only as needed to provide the Services.

Open-source software we install or use in your project is provided under its own license.

9.Suspension and termination

You may cancel Services as described in your Order and our Refund Policy. We may suspend or terminate Services if you materially breach these Terms, fail to pay, or if continuing would create a security or legal risk.

After termination, you have 7 days to retrieve your data, after which we wipe the servers. Sections that by their nature should survive termination, such as payment obligations and limitations of liability, remain in effect.

10.Disclaimers

Except as expressly stated in an SLA, the Services are provided "as is" and "as available", without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose and non-infringement.

We do not guarantee that software will be free of errors or that the Services will produce business results beyond those stated in your Order.

11.Limitation of liability

To the maximum extent permitted by law, we are not liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or data.

Our total liability for all claims relating to the Services is limited to the fees you paid us for the affected Services in the 12 months before the event giving rise to the claim.

12.Indemnification

You will defend and indemnify us against third-party claims arising from your content, your use of the Services in breach of these Terms, or your violation of law.

13.Changes to these Terms

We may update these Terms. For material changes we will give at least 30 days' notice by email or in the Services. Continuing to use the Services after the changes take effect means you accept them.

14.Governing law and disputes

These Terms are governed by the laws of the State of Florida, USA, without regard to conflict of law rules. Before filing a claim, both parties will try to resolve the dispute informally for 30 days. Any claim that is not resolved will be heard exclusively in the state or federal courts located in Florida, and both parties consent to their jurisdiction.

15.General

These Terms and your Orders are the entire agreement between us about the Services. If a provision is unenforceable, the rest remains in effect. You may not assign these Terms without our consent. Neither party is liable for delays caused by events beyond its reasonable control.

16.Contact us

NodeSpec LLC, 16304 Colwood Drive, Odessa, FL 33556, United States. Email: [email protected].