Terms of Service

These Terms of Service ("Terms") govern your access to and use of the products and services provided by Nuboc Inc. ("Nuboc", "we", "us", or "our"), including any software products, websites, applications, and APIs we make available (collectively, the "Services"). By accessing or using the Services, you agree to be bound by these Terms. When you create an account or an organization, you accept these Terms by affirmatively agreeing to them (for example, by checking a box), and we keep a record of that acceptance, including the date and the version of these Terms you accepted.

The Services are intended for business use. You must be at least 18 years old to use the Services. If you are using the Services on behalf of an organization, you represent that you have authority to bind that organization to these Terms, and references to "you" include that organization.

Section 1Accounts and Access

Account Registration

To use the Services you must create an account. You agree to provide accurate, current, and complete information during registration and to keep your account information up to date. You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account.

Authorized Users

You may invite users to access the Services under your organization account ("Authorized Users"). You are responsible for ensuring Authorized Users comply with these Terms. You are liable for all actions taken by Authorized Users under your account.

Account Security

You agree to notify us immediately at hello@nuboc.com if you suspect unauthorized access to your account. We are not liable for any loss resulting from unauthorized use of your account credentials.

Section 2Subscription and Payment

Subscription Plans

Access to the Services is provided on a subscription basis. Details of available plans, features, and pricing are described at nuboc.com or as agreed in an Order Form. We reserve the right to modify pricing with at least 30 days written notice.

Billing

Subscription fees are billed in advance on a recurring basis (monthly or annually, as selected). Paid subscriptions renew automatically at the end of each billing period for the same term (monthly or annual), at the then-current price, until cancelled. You may cancel at any time as described in Section 13; cancellation takes effect at the end of the current billing period. All fees are due upon invoice and are non-refundable except as expressly stated in these Terms or required by applicable law. We use Stripe to process payments. By providing payment information, you authorize us to charge your payment method for all applicable fees.

Taxes

All fees are exclusive of applicable taxes. You are responsible for all sales, use, VAT, and other taxes associated with your subscription, excluding taxes on Nuboc's income.

Late Payment

If payment is not received within 10 days of the due date, we may suspend access to the Services until payment is received. We reserve the right to terminate accounts with chronic non-payment after reasonable notice.

Free Trials

We may offer free trials at our discretion. At the end of a free trial, your account will either convert to a paid subscription or be suspended unless you have provided valid payment information.

Section 3Acceptable Use

You agree to use the Services only for lawful purposes and in accordance with these Terms. You agree not to:

• Use the Services in violation of any applicable local, state, national, or international law or regulation
• Upload, transmit, or distribute any content that is unlawful, harmful, defamatory, obscene, or otherwise objectionable
• Attempt to gain unauthorized access to any portion of the Services, other accounts, or systems connected to the Services
• Interfere with or disrupt the integrity or performance of the Services or the data contained therein
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Services
• Use the Services to transmit unsolicited commercial communications (spam)
• Use the Services to store or process protected health information (PHI) unless a separate Business Associate Agreement (BAA) has been executed with Nuboc
• Resell, sublicense, or otherwise make the Services available to third parties without our prior written consent
• Use automated means to scrape, crawl, or extract data from the Services
• Impersonate any person or entity or misrepresent your affiliation with any person or entity

We reserve the right to suspend or terminate your access to the Services for violation of this section without prior notice.

Section 4Customer Data

Ownership

You retain all ownership and intellectual property rights in the data you submit to or generate through the Services ("Customer Data"). These Terms do not grant Nuboc any ownership rights in Customer Data.

License to Operate the Services

You grant Nuboc a limited, non-exclusive, worldwide license to access, process, store, and use Customer Data solely as necessary to provide, maintain, and improve the Services and as described in our Privacy Policy.

Responsibility for Customer Data

You are solely responsible for the accuracy, quality, integrity, and legality of Customer Data. You represent and warrant that you have all necessary rights and permissions to submit Customer Data to the Services and that doing so does not violate any third-party rights or applicable law.

Data Security

We implement reasonable technical and organizational measures to protect Customer Data as described in our Privacy Policy and Security documentation. However, no system is completely secure, and we cannot guarantee absolute security.

Section 5Intellectual Property

Nuboc IP

The Services, including all software, designs, text, graphics, logos, and other content provided by Nuboc, are owned by Nuboc Inc. and protected by copyright, trademark, and other intellectual property laws. These Terms do not grant you any rights in Nuboc's intellectual property except the limited license to use the Services as described herein.

Feedback

If you provide suggestions, ideas, or feedback about the Services ("Feedback"), you grant Nuboc a perpetual, irrevocable, royalty-free license to use and incorporate that Feedback into the Services without any obligation to you.

Trademarks

"Nuboc" and related marks are trademarks of Nuboc Inc. You may not use these marks without our prior written permission.

Section 6Copyright Complaints (DMCA)

Nuboc respects the intellectual property rights of others and expects users of the Services to do the same. We respond to notices of alleged copyright infringement in accordance with the Digital Millennium Copyright Act ("DMCA"), 17 U.S.C. § 512.

Designated Agent

Notices of claimed infringement should be sent to our designated agent, registered with the U.S. Copyright Office (registration no. DMCA-1082693):

Notice of Infringement

To be effective, your notice must be in writing and include substantially the following:

• A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright allegedly infringed
• Identification of the copyrighted work claimed to have been infringed (or, for multiple works, a representative list)
• Identification of the material claimed to be infringing and information reasonably sufficient for us to locate it, such as a URL
• Your contact information, including address, telephone number, and email address
• A statement that you have a good faith belief that the use of the material is not authorized by the copyright owner, its agent, or the law
• A statement that the information in the notice is accurate and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner

On receiving a valid notice, we will remove or disable access to the identified material expeditiously and notify the user who provided it.

Counter-Notification

If you believe material you provided was removed or disabled by mistake or misidentification, you may send our designated agent a written counter-notification that includes:

• Your physical or electronic signature
• Identification of the material that was removed or disabled and the location where it appeared before removal
• A statement under penalty of perjury that you have a good faith belief the material was removed or disabled as a result of mistake or misidentification
• Your name, address, and telephone number, and a statement that you consent to the jurisdiction of the federal district court for the judicial district in which your address is located (or, if your address is outside the United States, any judicial district in which Nuboc may be found), and that you will accept service of process from the person who provided the original notice or that person's agent

On receiving a valid counter-notification, we will forward it to the person who submitted the original notice. Unless that person informs us that they have filed an action seeking a court order to restrain the alleged infringement, we will restore the material, or cease disabling access to it, no sooner than 10 and no later than 14 business days after we receive the counter-notification.

Repeat Infringers

It is our policy to terminate, in appropriate circumstances, the accounts of users who are repeat infringers of the intellectual property rights of others.

Misrepresentations

Under 17 U.S.C. § 512(f), any person who knowingly materially misrepresents that material is infringing, or that material was removed or disabled by mistake or misidentification, may be liable for damages, including costs and attorneys' fees.

Section 7Confidentiality

Each party may have access to information that is confidential to the other party ("Confidential Information"). Each party agrees to protect the other's Confidential Information with the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Neither party will disclose Confidential Information to third parties or use it for any purpose outside the scope of these Terms without prior written consent.

Confidential Information does not include information that: (a) is or becomes publicly known through no breach of these Terms; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law or court order, provided the receiving party gives reasonable prior notice.

Section 8Integrations and Third-Party Services

The Services may integrate with third-party platforms and services ("Third-Party Services"). Your use of Third-Party Services is governed by their respective terms and privacy policies. Nuboc is not responsible for the availability, accuracy, or practices of Third-Party Services. We are not liable for any loss or damage arising from your use of or reliance on Third-Party Services.

Section 9Availability and Support

Service Availability

We aim to provide reliable, high-availability Services but do not guarantee uninterrupted access. We may perform scheduled or emergency maintenance that temporarily affects availability. We will provide advance notice of scheduled maintenance where reasonably possible.

Support

We provide support via email at hello@nuboc.com. Support terms, response times, and SLAs are as described in your subscription plan or Order Form.

Section 10Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NUBOC DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NO ADVICE OR INFORMATION OBTAINED FROM NUBOC OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

Section 11Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL NUBOC, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, BUSINESS, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NUBOC'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO NUBOC IN THE TWELVE MONTHS PRECEDING THE CLAIM OR (B) ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Section 12Indemnification

You agree to indemnify, defend, and hold harmless Nuboc and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with: (a) your access to or use of the Services; (b) your violation of these Terms; (c) your Customer Data; or (d) your violation of any third-party rights.

Section 13Term and Termination

Term

These Terms commence on the date you first access the Services and continue until terminated.

Termination by You

You may cancel your subscription at any time by contacting hello@nuboc.com or, where available, from the billing page in the Services. Cancellation stops future automatic renewals and takes effect at the end of your current billing period. No refunds are issued for unused portions of a billing period.

Termination by Nuboc

We may suspend or terminate your access to the Services immediately upon notice if: (a) you materially breach these Terms and fail to cure such breach within 10 days of notice; (b) you fail to pay fees when due; (c) you engage in conduct that poses a security risk or legal liability to Nuboc or other users; or (d) we are required to do so by law.

Effect of Termination

Upon termination, your right to access the Services ceases immediately. We will provide a data export within 24 hours of termination and retain your data for 7 days to allow download, after which all data will be permanently deleted as described in our Privacy Policy.

Section 14Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Wyoming, without regard to its conflict of law principles. Any dispute arising out of or relating to these Terms or the Services that cannot be resolved informally will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with proceedings conducted in Sheridan, Wyoming. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement of intellectual property rights.

You waive any right to participate in a class action lawsuit or class-wide arbitration against Nuboc.

Section 15General

Entire Agreement

These Terms, together with our Privacy Policy and any applicable Order Forms, constitute the entire agreement between you and Nuboc regarding the Services and supersede all prior agreements.

Modifications

We may modify these Terms from time to time. For material changes we will provide at least 30 days notice via email or in-app notification. Your continued use of the Services after the effective date constitutes acceptance. If you do not agree to the modified Terms, you may terminate your subscription before the effective date.

Severability

If any provision of these Terms is found to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.

Waiver

Failure to enforce any provision of these Terms will not constitute a waiver of our right to enforce it in the future.

Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. Nuboc may assign these Terms without restriction in connection with a merger, acquisition, or sale of assets.

Force Majeure

Neither party will be liable for delays or failures in performance resulting from causes beyond their reasonable control, including natural disasters, acts of government, labor disputes, or internet outages.

Contact

For questions about these Terms: