Terms and Conditions

TERMS OF SERVICE 

Last updated [Date] 

AGREEMENT TO OUR LEGAL TERMS 

We are NerdNode LLC, doing business as NerdNode.io and DeEEP ("Company," "we," "us," "our"). 

We operate the website nerdnode.io (the "Site"), as well as any other related products and services that refer or link to these legal terms (the "Terms") (collectively, the "Services"). 

We provide a platform for node hosting, blockchain transactions, trusted verification, [services described] and related services. 

If you have any questions about these Terms contact us by email at info@nerdnode.io. 

These Terms govern the use of the Services. These Terms, together with our privacy policy [hyperlink to privacy policy] create a binding agreement between you and/or the company for which you act as agent ("Customer," "you," "your"). You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these Terms. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY. You and Company may be individually referred to as a "Party," and collectively as the "Parties." 

We will provide you with prior notice of any scheduled changes to the Services you are using, and reserve the right to update these Terms from time to time. The modified Terms will become effective upon posting on the Site or by notice to you from info@nerdnode.io, as stated in the email message. By continuing to use the Services after the effective date of any changes, you agree to be bound by the modified Terms. 

The Services are intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Services. 

We recommend that you print a copy of these Terms for your records. 

1. OUR SERVICES 

We provide the Services for the purpose of enabling applications, cryptocurrency processing, ease of administration for developers and allowing end users to access hosted applications, engage in transactions, and build and develop networks.  

While anyone can visit the Site, most of the Services are available only to partners and subscribers. To take advantage of the Services you need to provide information and subscribe to specific feature(s) of the Services, and in doing so you will create a user account. The information required to create an account may vary depending on your account type or the country or region from which you register and the nature of services requested. Most accounts will require linking your user profile to a wallet-on-chain, and sharing information from third-parties. Your account is for your use only. To protect your security and information, You are strictly prohibited from granting anyone else access to the Services through your account or using your access credentials. 

By registering you agree to: (a) submit a valid e-mail address and credentials to create your account; (b) submit accurate information; (c) keep confidential your user name and any password, all aspects of your account, content associated with and within your account, and all aspects of affiliated user account information to which you may have access; and (d) immediately notify us of any unauthorized use of your account at info@nerdnode.io. You agree to only use the Services for lawful and permitted purposes. You are responsible for all activities that occur using your login and password. Some Services may not be available to all customers. 

The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from locations outside the United States do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable. 

The Services are not tailored to comply with industry-specific regulations, which in the United States include, without limitation, the Health Insurance Portability and Accountability Act (HIPAA) and Federal Information Security Management Act (FISMA). You may not use the Services in a way that would violate the Gramm-Leach-Bliley Act (GLBA). You may not use the Services if your use would be governed by such industry-specifications and you are unable to comply using the default provisions of the Services.  

2. INTELLECTUAL PROPERTY RIGHTS 

Our intellectual property 

We are the owner or the licensee of all intellectual property rights in our Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services (collectively, the "Content"), as well as the trademarks, service marks, and logos contained therein (the "Marks"). 

Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world. 

The Content and Marks are provided in or through the Services "AS IS" for your personal, non-commercial use only. 

You understand that your license to use the Services does not authorize you to use any Contents in any manner other than specifically authorized by these Terms. You may not use our Contents in any way that might confuse or that disparages us. Any other use of the Contents in the Services including reproduction for purposes other than as noted herein, without the prior written permission of the Company, is strictly prohibited. Only a duly authorized officer of the Company may grant permission or a license to use any of our Contents; any attempted grant or similar promise by anyone other than a duly authorized officer of the Company is invalid. 

You do not have permission to copy, reproduce, make derivative works from, distribute, republish, download, display, perform, post electronically or mechanically, transmit, record, or mirror any of the Contents without the prior written permission of the Company.  

Our trademarks, including names, logos, taglines, trade dress, and other trademarks, may not be copied, imitated, or used, whether in whole, partial or modified form, without the prior written permission of the Company. You may not use any meta tags or any other hidden text utilizing a Company name, trademark, or product name without our prior written permission. Third party trademarks and service marks used in the Services are the property of their respective owners, and we use them with their consent.  

Your license to use the Site or other Services, as applicable, does not permit you to copy, modify, distribute, sell, sublicense or lease any part of Services or included software, nor may you reverse engineer or attempt to extract the source code of Services. You agree that you will not download any content from the Services unless that specific content is accompanied by a “download” or similar link.  

Some of the Services may be offered under an open-source license that we make available to you. There may be provisions in the open-source license that expressly override some of these Terms.  

Your use of our Services 

Subject to your compliance with these Terms, including the "PROHIBITED ACTIVITIES" section below, you have a revocable, non-transferable, non-exclusive license to access the Site for your own personal and non-commercial purposes. If you are a subscriber, in exchange for payment of the applicable License Fees, We grant you a limited, royalty-free, non-assignable and non-exclusive license to access to use the Services that you have purchased or to which you subscribe for the purposes described in these Terms (your “License”). You may increase, decrease, leave unchanged or terminate your License at any time, for example so as to fit the number of nodes and serve the number of users you require from time to time. Any use of the Services not expressly permitted hereunder is strictly prohibited. The licenses and permissions described in these Terms will terminate automatically if you breach any of these Terms. 

Except as set out in this section or elsewhere in our Terms, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission. 

If you wish to make any use of the Services, Content, or Marks other than as set out in this section or elsewhere in our Terms, please address your request to: info@nerdnode.io. If we ever grant you the permission to post, reproduce, or publicly display any part of our Services or Content, you must identify us as the owners or licensors of the Services, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our Content. 

If you are a partner, as defined in a Marketing Partner Agreement or similar separate agreement between you and the Company (the “Partner Agreement”), your license is further defined in the Partner Agreement – please review the Partner Agreement carefully.  

We reserve all rights not expressly granted to you in and to the Services, Content, and Marks. 

Any breach of these Intellectual Property Rights will constitute a material breach of our Terms and your right to use our Services will terminate immediately. 

Your submissions 

Please review this section and the "PROHIBITED ACTIVITIES" section carefully prior to using our Services to understand the (a) rights you give us and (b) obligations you have when you post or upload any content through the Services. 

Submissions: By directly sending us any question, comment, suggestion, idea, feedback, or other information about the Services ("Submissions"), you agree to assign to us all intellectual property rights in such Submission. You agree that we shall own this Submission and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. 

You are responsible for what you post or upload: By sending us Submissions through any part of the Services you: 

• confirm that you have read and agree with our "PROHIBITED ACTIVITIES" and will not post, send, publish, upload, or transmit through the Services any Submission that is illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceitful, or misleading; 
• to the extent permissible by applicable law, waive any and all moral rights to any such Submission; 
• warrant that any such Submission are original to you or that you have the necessary rights and licenses to submit such Submissions and that you have full authority to grant us the above-mentioned rights in relation to your Submissions; and 
• warrant and represent that your Submissions do not constitute confidential information. 

You are solely responsible for your Submissions and you expressly agree to reimburse us for any and all losses that we may suffer because of your breach of (a) this section, (b) any third party’s intellectual property rights, or (c) applicable law. 

3. USER REPRESENTATIONS 

By using the Services, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use the Services for any illegal or unauthorized purpose; and (7) your use of the Services will not violate any applicable law or regulation. 

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof). 

4. USER REGISTRATION 

You may be required to register to use the Services. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable. 

5. PURCHASES AND PAYMENT 

Many of our Services are only available to you in exchange for a fee for subscription or license (a "License Fee"), which will be determined by the features and packages you have selected for the applicable license term. You agree to pay any applicable License Fee, and that we may charge you using your provided payment method information. Payments are nonrefundable. You may terminate your account or any specific Services in accordance with our policies, however, you will not be refunded any fees for the license term in which you cancelled.  

You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Services. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in US dollars or their equivalent in a cryptocurrency we designate. 

You agree to pay all charges at the prices then in effect for your purchases and any applicable fees, and you authorize us to charge your chosen payment provider for any such amounts upon placing your order. If your order is subject to recurring charges, then you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until such time as you cancel the applicable order. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. 

We reserve the right to refuse any order placed through the Services. These restrictions may include orders placed by or under the same customer account, the same payment method, and/or orders that use the same billing address. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors who have not joined a Partner Agreement. 

6. FREE TRIALS 

From time to time, we may offer a free trial to new users who register with the Services. The account will be charged according to the user's chosen subscription at the end of the free trial. 

7. CANCELLATION 

You can cancel your subscription at any time by logging into your account. Your cancellation will take effect at the end of the current paid term. 

If you are unsatisfied with our Services, please email us at info@nerdnode.io. 

8. PROHIBITED ACTIVITIES 

You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us. 

As a user of the Services, you agree not to: 

• Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us. 
• Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords. 
• Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein. 
• Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services. 
• Use any information obtained from the Services in order to harass, abuse, or harm another person. 
• Make improper use of our support services or submit false reports of abuse or misconduct. 
• Use the Services in a manner inconsistent with any applicable laws or regulations. 
• Engage in unauthorized framing of or linking to the Services. 
• Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services. 
• Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools. 
• Delete the copyright or other proprietary rights notice from any Content. 
• Attempt to impersonate another user or person or use the username of another user. 
• Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats ("gifs"), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as "spyware" or "passive collection mechanisms" or "pcms"). 
• Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services. 
• Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you. 
• Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services. 
• Copy or adapt the Services' software, including but not limited to Flash, PHP, HTML, JavaScript, or other code. 
• Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services. 
• Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or use or launch any unauthorized script or other software. 
• Use a buying agent or purchasing agent to make purchases on the Services. 
• Make any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses. 
• Use the Services as part of any effort to compete with us or otherwise use the Services and/or the Content for any revenue-generating endeavor or commercial enterprise. 
• Sell or otherwise transfer your profile. 

9. USER GENERATED CONTRIBUTIONS 

The Services is not principally designed for users to submit or post content. We may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Services, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of the Services and through third-party websites. When you create or make available any Contributions, you thereby represent and warrant that: 

• The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party. 
• You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Services, and other users of the Services to use your Contributions in any manner contemplated by the Services and these Terms. 
• Your Contributions will be processed in accordance with our Privacy Policy.  
• You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Services and these Terms. 
• Your Contributions are not false, inaccurate, or misleading. 
• Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation. 
• Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us). 
• Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone. 
• Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people. 
• Your Contributions do not violate any applicable law, regulation, or rule. 
• Your Contributions do not violate the privacy or publicity rights of any third party. 
• Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors. 
• Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap. 
• Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms, or any applicable law or regulation. 

Any use of the Services in violation of the foregoing violates these Terms and may result in, among other things, termination or suspension of your rights to use the Services. 

10. CONTRIBUTION LICENSE 

You and Services agree that we may access, store, process, and use any information and personal data that you provide and your choices (including settings). 

By submitting suggestions or other feedback regarding the Services, you agree that we can use and share such feedback for any purpose without compensation to you. 

We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Services. You are solely responsible for your Contributions to the Services and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions. 

11. SOCIAL MEDIA 

As part of the functionality of the Services, you may link your account with online accounts you have with third-party service providers (each such account, a "Third-Party Account") by either: (1) providing your Third-Party Account login information through the Services; or (2) allowing us to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account. By granting us access to any Third-Party Accounts, you understand that (1) we may access, make available, and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the "Social Network Content") so that it is available on and through the Services via your account, including without limitation any friend lists and (2) we may submit to and receive from your Third-Party Account additional information to the extent you are notified when you link your account with the Third-Party Account. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the Services. Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third-Party Account is terminated by the third-party service provider, then Social Network Content may no longer be available on and through the Services. You will have the ability to disable the connection between your account on the Services and your Third-Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. We make no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and we are not responsible for any Social Network Content. You acknowledge and agree that we may access your email address book associated with a Third-Party Account and your contacts list stored on your mobile device or tablet computer solely for purposes of identifying and informing you of those contacts who have also registered to use the Services. You can deactivate the connection between the Services and your Third-Party Account by contacting us using the contact information below or through your account settings (if applicable). We will attempt to delete any information stored on our servers that was obtained through such Third-Party Account, except the username and profile picture that become associated with your account. 

12. THIRD-PARTY WEBSITES AND CONTENT 

The Services may contain (or you may be sent via the Site) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Services or any Third-Party Content posted on, available through, or installed from the Services, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Services and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Services or relating to any applications you use or install from the Services. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us blameless from any harm caused by your purchase of such products or services. Additionally, you shall hold us blameless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites. 

13. SERVICES MANAGEMENT 

We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services. 

14. PRIVACY POLICY 

We care about data privacy and security. By using the Services, you agree to be bound by our Privacy Policy posted on the Site, which is incorporated into these Terms. Please be advised the Services are hosted by a company operating in the United States. If you access the Services from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Services, you acknowledge and are aware that you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States. 

15. TERM AND TERMINATION 

These Terms shall remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION. 

If we terminate or suspend your License and/or access for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress. 

16. MODIFICATIONS AND INTERRUPTIONS 

We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services. 

We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith. 

If your Subscription includes a Target Uptime, the following terms apply: 

Scheduled Downtime means the period where the Services is not available to Customer because Company is performing routine or scheduled maintenance during the following time windows: 1:00am to 7:00am Pacific  (US & Canada) time during Sat and Sun; or when the Services are not available to Customer following written notice (including by email, on the Service or the Site) given at least 3 days before the period of unavailability. 

Target Uptime.  If there is a Target Uptime, the Company will use commercially reasonable efforts to make the Services available for at least the Target Uptime as calculated each calendar month.  

Calculating Uptime.  Company and Customer agree to calculate availability of the Services as the total number of Available Minutes minus the number of Downtime Minutes, divided by the total number of Available Minutes, measured in a calendar month. If the subscription period includes a partial month, the numerator and denominator will only include the days that are part of the subscription period for that month.  

Service Credit.  If there is a Target Uptime and Cloud Service availability falls below the Target Uptime, Customer is eligible to receive an Uptime Credit.  

Requesting A Service Credit.  To receive a Service Credit, Customer must notify Company within 7 days of the end of the month in which Customer believes the Service Credit was earned, otherwise Service Credit eligibility will expire for that month. Customer must include information about when it was unable to access the Services. Customer may be required to provide additional details about its attempts to access the Services. If Company can verify Services unavailability in its internal monitoring systems and the disruption does not qualify as Scheduled Downtime, Company will calculate and issue the applicable Uptime Credit on Customer’s account to apply towards a future invoice.  

Service Credit Limitations.  Service Credits may not be exchanged for, or converted to, monetary amounts. Service Credits do not earn interest. Service Credits will not accumulate within a single subscription period in an amount more than 10% of Subscription Fees for that subscription period. Service Credits expire when the applicable Order Form ends. 

Exclusive Remedy.  These terms describe Customer’s exclusive remedy and Company’s entire liability for any failure of the Services to meet the Target Uptime. 

“Available Minutes” means the total number of minutes in a calendar month, minus Excluded Minutes and Scheduled Downtime. 

“Downtime Minutes” means the total number of minutes in a calendar month when the Services are not available to Customer, as confirmed by Company’s internal monitoring systems, minus Excluded Minutes and Scheduled Downtime. 

“Excluded Minutes” means when the Services are not available because of (a) a force majeure event; (b) general internet connectivity issues; (c) equipment or software made available by anyone other than Company and that is not within Company’s reasonable control; or (d) Customer’s use of the Services in a manner not authorized by the Subscription Agreement. 

17. GOVERNING LAW 

These Terms and your use of the Services are governed by and construed in accordance with the laws of the State of Oregon, USA applicable to agreements made and to be entirely performed within the State of Oregon, USA, without regard to its conflict of law principles. 

18. DISPUTE RESOLUTION 

Binding Arbitration 

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the American Arbitration Association (AAA) website. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, we will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Marion County, Oregon. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. 

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Marion County, Oregon, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms. 

In no event shall any Dispute brought by either Party related in any way to the Services be commenced more than one (1) years after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court. 

Restrictions 

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. 

Exceptions to Arbitration 

The Parties agree that the following Disputes are not subject to the above provisions concerning binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court. 

19. CORRECTIONS 

There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice. 

20. DISCLAIMER 

THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES' CONTENT OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, INCLUDING WITHOUT LIMITATION ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. WE ARE NOT RESPONSIBLE FOR THE CONDUCT OF OUR PARTNERS, WHO ARE AUTHORIZED TO PROVIDED A BRANDED CUSTOMER EXPERIENCE, AND YOU ARE SOLELY RESPONSIBLE FOR YOUR RELATIONSHIP WITH ANY COMPANY OR BRAND OFFERING SERVICES OR PRODUCTS TO YOU THROUGH THE SERVICES.  

21. LIMITATIONS OF LIABILITY 

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. 

22. INDEMNIFICATION 

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Services; (2) breach of these Terms; (3) any breach of your representations and warranties set forth in these Terms; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Services with whom you connected via the Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it. 

23. USER DATA 

We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data. 

24. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES 

Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means. 

25. INDEMNITY 

YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD THE COMPANY, OUR SUBSIDIARIES AND OUR AFFILIATES, AND THEIR RESPECTIVE MEMBERS, DIRECTORS, OFFICERS, AGENTS, PARTNERS, AND EMPLOYEES, HARMLESS FROM AND AGAINST ANY DIRECT OR THIRD-PARTY CLAIMS, LOSSES, LIABILITIES, COSTS, EXPENSES, DAMAGES, OR DEMANDS, INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES DUE TO, RELATING TO, OR ARISING OUT OF (A) YOUR ACCESS TO OR USE OF THE SERVICES IN VIOLATION OF OUR TERMS; (B) OUR PROVISION OF THE SERVICES; (C) YOUR USER GENERATED MATERIAL; (D) YOUR BREACH OR ALLEGED BREACH OF ANY REPRESENTATIONS OR WARRANTIES MADE BY YOU HEREUNDER OR YOUR VIOLATION OF ANY OTHER PROVISION OF THESE TERMS; OR (E) YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION, WE MAY SELECT OUR OWN LEGAL COUNSEL TO REPRESENT ITS INTERESTS WHEN DEFENDING AGAINST DIRECT OR THIRD-PARTY CLAIMS OR DEMANDS, AND YOU MUST (I) REIMBURSE US FOR OUR COSTS AND ATTORNEYS’ FEES IMMEDIATELY UPON REQUEST AS THEY ARE INCURRED, AND (II) REMAIN RESPONSIBLE TO THE COMPANY FOR ANY LOSS, LIABILITY, COST, EXPENSE, CLAIM, DAMAGES, OR DEMAND IDENTIFIED IN THIS SECTION 

26. MISCELLANEOUS 

These Terms and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. These Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms or use of the Services. You agree that these Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms. 

27. CONTACT US 

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at: 

NerdNode, LLC 

101 High St NE 

Suite 610 

Salem, OR 97301 

United States 

info@nerdnode.io