Terms of Service Agreement

Welcome to Nimbit!

Before you begin using our services, it is important that you review and agree to these Terms of Service ("Agreement"). This Agreement sets forth the legally binding terms for your use of our computing and storage resources ("Services").

Definitions

In this Agreement, the following definitions apply:

"Agreement": Refers to this Terms of Service Agreement.
"Services": Refers to the non-physical computing and storage resources provided by Nimbit, accessible via our platform.
"Your Data": Means any data, including content, information, and personal data, that you store, process, or transmit through your use of the Services.
"Your Content": Refers to any data, text, software, music, sound, photographs, graphics, video, messages, or other materials uploaded, posted, or stored in connection with your use of the Services.
"Subscription": Denotes the contract between you and Nimbit under which you subscribe to access and use the Services.
"Account": Means the unique account created for you to access our Services.
"Third-Party Services": Are services, applications, or resources made available by entities other than Nimbit, which you may access or use in conjunction with our Services.
"Commercial Computer Software": As used in the context of U.S. government entities, refers to software developed or regularly used for non-governmental purposes which has been licensed to the government under the same terms as available to the public.
"Uptime": Refers to the percentage of time the Services are operational and accessible via the internet.

1. Privacy Statement

Your privacy is paramount to us. You retain full ownership of your data stored or processed by our Services ("Your Data"). We will not use Your Data except as necessary to enhance the quality, performance, and overall experience of the Services offered to you. Our use of Your Data will adhere strictly to our Privacy Policy, which details how we handle and protect your information.

2. Content

You are solely responsible and liable for Your Content, including its legality, reliability, and appropriateness. By using the Services, you agree that you have all necessary rights to such content and that it does not infringe or violate the rights of any third party.

3. Code of Conduct

In using our Services, you agree to comply with local applicable laws and regulations. This includes, but is not limited to, data protection and privacy laws applicable to the regions where you use or make available your content. In the event that Nimbit’s policies contradict the governing law, the governing law will overrule Nimbit’s policies.

Prohibited Activities

In addition to the obligations set forth above, you are specifically prohibited from engaging in any illegal activities when using our Services. Such activities include, but are not limited to:

Unauthorized Access

Example: Attempting to gain unauthorized access to our services or its data. This includes the use of hacking, password mining, or any other illicit means to access, acquire, or use proprietary or confidential information.

Distributing Malware

Example: Using our services to distribute malware, viruses, or any software intended to damage or alter a computer system without the owner's consent.

Denial of Service Attacks

Example: Conducting a denial of service (DoS) attack against or using our services, or any act that intentionally overloads, floods, or crashes our services, thereby denying service to legitimate users. You also cannot use our services to carry out any of the prohibited activities to external users.

Data Breach Initiatives

Example: Engaging in activities aimed at breaching or circumventing security measures to illegally obtain data stored on our servers.

Illegal Content Distribution

Example: Utilizing our infrastructure to illegally host, share, or distribute copyrighted material without authorization.

Fraud and Phishing

Example: Setting up fraudulent sites or using phishing techniques on another company’s servers to deceive individuals into divulging sensitive information such as passwords, credit card numbers, or personal identification information.

Compliance and Enforcement

Failure to adhere to these guidelines may result in immediate termination of service, legal action, and cooperation with law enforcement authorities to prosecute offenders. We take these matters seriously to ensure the integrity and security of our and others’ services. Compliance with these rules is mandatory for all users.

4. Subscription and Account Terms

Your subscription to our Services operates on either a 30-day, 183-day, or 365-day term, which auto-renews unless terminated. We reserve the right to modify, terminate, or otherwise amend our offered subscriptions and related services at any time. This includes changes to access, features, or enhancements. We will notify you of any significant changes to your account or subscription terms.

5. Billing, Refunds, and Fee Changes

Fees for the Services are billed in advance on a monthly basis and are non-refundable. There are no refunds or credits for partial months of service. We reserve the right to change the fees and charges in effect or add new fees and charges from time to time, but we will notify you in advance of changes that affect your existing subscription.

Payment Processing

We use Stripe to process all payments made for our Services. By subscribing to and utilizing our Services, you agree to be bound by the terms of service of the respective payment processor used for the transaction:

Stripe Terms of Service: Stripe User Agreement

Payment Issues and Disputes

Any issues related to payment processing, including disputes, refunds, or chargebacks, must be directed and reconciled with the payment processor (Stripe) through which the payment was made. As we utilize these platforms for all financial transactions, it is essential that you consult and adhere to their policies regarding payment disputes and resolutions.

Adherence to Payment Processor Terms

All clients accessing our services must also adhere to the terms of service of either PayPal or Stripe, depending on which service is used to process payments. It is your responsibility to review and comply with these terms and conditions in addition to our own.

6. Third-Party Services

We are not responsible for the availability or quality of third-party apps, services, or products that you may access or use through our Services. Any use of such third-party services will be governed by and subject to your acceptance of the terms of service of such third-party providers. Nimbit takes no responsibility or liability for any series of events resulting from third-party service failures.

7. Service Uptime Guarantee

We guarantee a service uptime of 99.99% for the Services provided directly by us. In the event of an internal service failure, we will strive to rectify the issue promptly and maintain communication with you regarding resolution efforts.

8. Disclaimer of Warranties

General Disclaimer

We provide our Services "as is" and "as available" without any warranties of any kind, either express or implied. Except as explicitly stated in this Agreement, we make no warranties regarding the reliability, accuracy, completeness, or timeliness of the Services or the data or information obtained through the Services.

Specific Disclaimers

No Implied Warranties: We expressly disclaim all warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising out of course of dealing or usage of trade. We do not warrant that the Services will meet your specific requirements or expectations.
Service Availability: We do not guarantee that the Services will always be available, uninterrupted, secure, or error-free. We will strive to maintain the availability of the Services but acknowledge that disruptions may occur due to maintenance, updates, or technical issues beyond our control.
Data Accuracy: We do not warrant the accuracy or completeness of any information, text, graphics, links, or other items contained within the Services. Reliance on any data or information provided by the Services is solely at your own risk.
Third-Party Services: The Services may include or rely on services, data, links to third-party websites, or other resources that are not owned or controlled by us. We make no representations or warranties regarding the accuracy, functionality, or quality of such third-party resources, and we are not responsible for the availability or content of these resources.
Updates and Changes: While we aim to provide updates and enhancements to our Services, we are under no obligation to do so. We reserve the right to modify, suspend, or discontinue any part of the Services with or without notice at any time.

9. Limitation of Liability

In no event will we be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to your use of the Services, whether based on warranty, contract, tort (including negligence), or any other legal theory, even if we have been informed of the possibility of such damage. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitations may not apply to you.

Your Responsibilities

You are responsible for securing the means you use to access our Services, including any personal information stored on your device. You agree that any use of the Services is at your own risk.

By using our Services, you acknowledge that you have read and understood this Disclaimer of Warranties and agree that the limitations of warranties and liabilities set forth in this section are reasonable and will apply to the fullest extent permitted by law.

10. Dispute Resolution and Class Action Waiver

Mandatory Arbitration

Any disputes, claims, or controversies arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration. This arbitration will be held in a mutually agreed upon location. The arbitration shall be conducted on a confidential basis. The arbitrator's decision shall be controlled by the terms and conditions of this Agreement and any of the other agreements referenced herein that the involved parties may have entered into in connection with the Services.

Arbitration Process

Selection of Arbitrator: The arbitration will be conducted by a single neutral arbitrator who is a retired judge or a lawyer with at least 10 years of legal experience relating to the subject matter of this agreement.
Arbitration Proceedings: The arbitration shall be conducted in the English language and the arbitral decision may be enforced in any court. The prevailing party in any arbitration or legal proceedings will be entitled to recover its legal fees and costs.
Confidentiality: The parties undertake to keep the arbitration proceedings and all information disclosed during such proceedings confidential, except as may be lawfully required in judicial proceedings relating to the arbitration or by applicable disclosure laws and regulations.

Class Action Waiver

You agree that any arbitration or proceeding shall be limited to the dispute between us and you individually. To the full extent permitted by law:

No Class Actions: You agree that you will not bring any claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.
No Jury Trial: If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial.

Opt-Out of Agreement to Arbitrate

You can decline this agreement to arbitrate by [specifying the opt-out procedure, typically involving a written notice within a certain time frame, e.g., 30 days of first accepting the terms of this Agreement].

Severability

If any part of this section is ruled to be unlawful or unenforceable, the remainder of the Dispute Resolution and Class Action Waiver section will remain in effect. If the Class Action Waiver is found to be unenforceable, then the entire arbitration agreement will be deemed void. However, the rest of the terms and conditions of this Agreement will remain in effect.

11. Government Use

United States of America

If you are a U.S. government entity, the Services are provided as "Commercial Computer Software" and "Commercial Computer Software Documentation," under the following provisions:

Federal Acquisition Regulation (FAR) and Defense Federal Acquisition Regulation Supplement (DFARS) Compliance

FAR and DFARS Definitions: According to the Federal Acquisition Regulation (FAR) and Defense Federal Acquisition Regulation Supplement (DFARS), our Services are classified as "Commercial Computer Software" and "Commercial Computer Software Documentation." As such, consistent with DFARS 227.7202 and FAR 12.212, any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.
Rights in Commercial Computer Software or Commercial Computer Software Documentation: The U.S. Government acquires only those rights in the Commercial Computer Software and Commercial Computer Software Documentation as are granted to all other end users pursuant to the terms and conditions herein.
Limited Rights: The use, duplication, or disclosure by the U.S. government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software—Restricted Rights at 48 CFR 52.227-19, as applicable.

Specific Agency Policies

Department of Defense (DoD): When providing Services to the Department of Defense, we adhere to the DFARS regulations that govern the acquisition of commercial software by military agencies. This ensures that all DoD engagements comply with the most stringent security and procurement standards.
Civilian Agencies: For civilian agencies, Services are provided in accordance with FAR which outlines the policies and procedures for the acquisition of goods and services by federal agencies. Our Services are supplied to these agencies under the terms that provide the government with "Restricted Rights" as defined in FAR 52.227-19.

Canada

If you are a Canadian government entity, the Services are provided as "Commercial Computer Software" and "Commercial Computer Software Documentation," under the following provisions:

Applicability and Compliance with Canadian Federal Laws

Commercial Computer Software: As defined by Canadian government procurement policies, our Services qualify as "Commercial Computer Software." This classification is aligned with the principles outlined in the Government of Canada's Policy on Management of Materiel, which aims to ensure efficient and effective management of goods throughout their lifecycle.
Acquisition and Use of Commercial Software: In accordance with the Treasury Board of Canada Secretariat's directives and the Defense Production Act, the use, modification, reproduction, release, performance, display, or disclosure of such commercial software by Canadian government entities shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.
Rights in Commercial Computer Software: The Canadian Government acquires only those rights in the Commercial Computer Software and Commercial Computer Software Documentation as are granted to all other end users pursuant to the terms and conditions herein. This is consistent with the Limited Rights Data and Restricted Rights provisions typically used in government contracts.

Procurement and Contractual Requirements

Department of National Defence (DND) and Canadian Armed Forces (CAF): For engagements involving the DND or CAF, the software is supplied under contractual terms that meet or exceed the security and procurement standards mandated by the Defense Production Act.
Public Services and Procurement Canada (PSPC): For transactions facilitated through PSPC, adherence to the government's competitive procurement guidelines ensures transparency and fairness, as outlined in the Government Contracts Regulations.

Sovereign Immunity

Immunity Under Government Actions: Should the performance of any aspect of this Agreement be affected by governmental actions or decisions, it is recognized that no breach of contract or any claim for damages may be attributable to us, in accordance with the principles of sovereign immunity.

12. Indemnification

You agree to indemnify and hold harmless Nimbit, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including attorneys' fees) arising out of or related to your use of our Services.

13. As Is and As Available

The Services are provided "as is" and "as available" without any warranty of any kind, either express or implied.

14. Copyright Infringement

We respect the intellectual property rights of others and expect our users to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law.

15. Compliance with Applicable Laws

In using our Services, you agree to comply with all applicable laws and regulations enforced in the United States, Canada, and the European Union. This includes, but is not limited to, data protection and privacy laws applicable to the regions where you use or make available your content. In the event that Nimbit’s policies contradict the governing law, the governing law will overrule Nimbit’s policies.

Prohibited Activities on External Servers

In addition to the obligations set forth above, you are specifically prohibited from engaging in any illegal activities via another company’s servers when using our Services. Such activities include, but are not limited to:

Unauthorized Access

Example: Attempting to gain unauthorized access to another company's server or its data. This includes the use of hacking, password mining, or any other illicit means to access, acquire, or use proprietary or confidential information.

Distributing Malware

Example: Using another company’s servers to distribute malware, viruses, or any software intended to damage or alter a computer system without the owner's consent.

Denial of Service Attacks

Example: Conducting a denial of service (DoS) attack against another company’s server, or any act that intentionally overloads, floods, or crashes a server, thereby denying service to legitimate users.

Data Breach Initiatives

Example: Engaging in activities aimed at breaching or circumventing security measures to illegally obtain data stored on another company’s server.

Illegal Content Distribution

Example: Utilizing another company's server infrastructure to illegally host, share, or distribute copyrighted material without authorization.

Compliance and Enforcement

16. Termination of Services

We reserve the right to suspend or terminate your access to our Services, with or without cause or notice, if you violate any of the terms outlined in this Agreement. In the event of termination, your access to any data stored within the Services may also be terminated. It is your responsibility to ensure that you maintain backups of your data, as we are not liable for any loss of data resulting from termination of your account.

17. Changes to the Agreement

We may revise or update this Agreement at any time. Any changes will be effective immediately upon posting the updated Agreement on our website or notifying you through other means. Your continued use of the Services following the posting of changes constitutes your acceptance of such changes. If you do not agree to the updated terms, you must discontinue using the Services.

18. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which Nimbit is headquartered, without regard to its conflict of law principles. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the courts of that jurisdiction, and you consent to the personal jurisdiction of such courts.

19. Entire Agreement

This Agreement, along with any other policies or agreements referenced herein, constitutes the entire agreement between you and Nimbit with respect to the use of the Services. It supersedes any prior or contemporaneous agreements, communications, and understandings, whether written or oral, relating to the subject matter of this Agreement.

20. Contact Information

If you have any questions or concerns about this Agreement or the Services, you can contact us at:

Email: marc@nimbit.cloud

By using our Services, you acknowledge that you have read, understood, and agreed to be bound by the terms and conditions of this Agreement.

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