Terms of Service

01The agreement

These Terms of Service (the "Terms") govern access to and use of the NimbusCDN content delivery, edge compute, security and media platform (the "Service") provided by NimbusCDN, Inc. ("NimbusCDN", "we", "us"). They form a binding agreement between NimbusCDN and the entity you represent ("Customer", "you").

By creating an account, clicking to accept, or using the Service, you confirm that you have authority to bind that entity and that you accept these Terms. If you do not accept them, do not use the Service.

Where you have signed a separate written agreement or order form with us, that document controls to the extent it conflicts with these Terms.

02Definitions

• Customer Content — any data, files, media, code or other material you or your end users transmit through or store on the Service.
• End User — any person who requests Customer Content through the Service.
• Edge — our global network of points of presence that terminate, cache, compute on and filter traffic.
• Order Form — a written commitment to a volume, term and rate, executed by both parties.
• Documentation — the technical material we publish describing how the Service works.

03Accounts

You must provide accurate registration details and keep them current. You are responsible for all activity under your account, including that of users you invite.

Credentials and access

You must keep credentials, API tokens and signing keys confidential, enforce multi-factor authentication where it is available, and notify us promptly at security@nimbuscdn.example if you suspect unauthorised access. We are not liable for loss arising from your failure to secure credentials.

Eligibility

The Service is offered to organisations, not consumers, and is not directed at anyone under 18.

04Acceptable use

You may not use the Service, or permit anyone to use it, to:

• distribute material that is unlawful in the jurisdictions where it is delivered, including child sexual abuse material, which we report to the relevant authorities without notice to you;
• infringe intellectual property rights, or distribute content you lack the rights to distribute;
• send unsolicited bulk communication, or host infrastructure that supports it;
• distribute malware, host phishing pages, or operate command-and-control infrastructure;
• attack, probe or attempt to degrade any network, including ours — except against your own properties, under a written test plan agreed with us in advance;
• circumvent usage limits, billing, or access controls, including by sharing credentials outside your organisation;
• reverse engineer the Service except to the extent that restriction is unenforceable by law; or
• resell or expose the Service as a substantially similar competing product.

We do not monitor Customer Content routinely, and we do not pre-screen it. We may investigate suspected breaches and cooperate with lawful requests from authorities.

05Your content

Customer Content is yours. You grant us a non-exclusive, worldwide licence to host, cache, copy, transmit, encode, package and display it strictly as needed to operate the Service on your instruction. That licence ends when the content is deleted from the Service, subject to the cache and backup retention described in the Documentation.

You are responsible for Customer Content: for holding the necessary rights, for its legality in the markets you deliver to, and for the accuracy of what you publish through us. You are also responsible for configuring the Service correctly, including cache rules, access controls and retention.

Where we process personal data on your behalf, we act as processor and you act as controller. The Data Processing Addendum governs that processing and is incorporated into these Terms by reference.

06Fees and billing

Paid plans are billed monthly in arrears on actual usage, at the rates published on our pricing page or set out in your Order Form. Usage is measured as bytes delivered from the edge to the End User, summed per region over the calendar month.

• Traffic we classify as an attack and drop at the edge is excluded from billable usage.
• Overage on a committed plan is billed at your committed per-GB rate, not at list price.
• Invoices are due 30 days from issue. Undisputed amounts unpaid after that may accrue interest at 1.5% per month or the maximum permitted by law, whichever is lower.
• Fees exclude taxes. Where we must collect tax, it is added to your invoice.
• Fees are non-refundable except where these Terms expressly state otherwise.

Dispute an invoice in good faith within 30 days and we will not suspend the Service for the disputed amount while we work through it with you.

07Service levels

Paid plans carry a 99.99% monthly uptime commitment for the delivery path. If we miss it, you are entitled to service credits on the following scale, calculated against that month's fees for the affected Service:

Credits are the sole remedy for missed service levels. Claim within 30 days of the end of the affected month, with the log data supporting the claim. Downtime caused by your configuration, your origin, your own equipment, or a force majeure event is excluded.

08Suspension

We may suspend the Service, in whole or in part, where continued operation poses a genuine risk — an active security incident, a legal obligation, a material breach of section 4, or non-payment more than 15 days past due after written notice.

We will give you advance notice and an opportunity to cure wherever it is practical to do so. It is not always practical: an active attack or an unambiguous legal obligation may require us to act first and notify immediately afterwards. We will limit any suspension to what the circumstances require, and restore service promptly once the cause is resolved.

09Intellectual property

We retain all rights in the Service, the Documentation, and everything we develop independently. You retain all rights in Customer Content and in anything you build on the Service. Neither party acquires rights in the other's intellectual property except the limited licences stated here.

If you send us feedback or suggestions, we may use them without obligation or attribution. We may identify you as a customer by name and logo only with your prior written consent.

10Confidentiality

Each party may receive non-public information from the other. The receiving party will protect it with at least the care it applies to its own confidential information, use it only to perform under these Terms, and disclose it only to personnel and advisers with a need to know who are bound by comparable obligations.

This does not apply to information that is public through no fault of the recipient, was already known to it, or is independently developed. Disclosure compelled by law is permitted, with prompt notice to the other party where that notice is itself lawful.

11Warranties

We warrant that we will provide the Service with reasonable skill and care, substantially in accordance with the Documentation, and that we maintain the security controls described in our Trust & Compliance materials.

Except as expressly stated, the Service is provided "as is". To the fullest extent permitted by law we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement. We do not warrant that the Service will be uninterrupted or error-free, or that it will block every attack.

12Liability

Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, goodwill or data, however caused and on any theory of liability.

Each party's total aggregate liability arising out of these Terms is capped at the fees paid or payable by you for the Service in the twelve months preceding the event giving rise to the claim.

These limits do not apply to: your payment obligations; either party's indemnity obligations; breach of confidentiality; or liability that cannot be excluded by law, including death or personal injury caused by negligence, and fraud.

13Indemnity

You will defend and indemnify us against third-party claims arising from Customer Content or from your use of the Service in breach of section 4.

We will defend and indemnify you against third-party claims that the Service as provided by us infringes their intellectual property rights. If such a claim is made, we may modify the Service, obtain a licence, or terminate the affected part and refund prepaid unused fees. We have no obligation for claims arising from Customer Content or from your modifications.

In each case the indemnified party must give prompt notice, allow the other to control the defence, and provide reasonable cooperation.

14Term and termination

These Terms run from account creation until terminated. You may close your account at any time. Either party may terminate for material breach that remains uncured 30 days after written notice, or immediately if the other becomes insolvent.

On termination your right to use the Service ends. You may export Customer Content for 30 days, after which we delete it in line with our retention schedule. Sections 5, 9, 10, 11, 12, 13, 16 and 17 survive.

15Changes

We may update these Terms. For material changes we give at least 30 days' notice by email and in the dashboard. If a material change is unacceptable to you, you may terminate before it takes effect and receive a pro-rata refund of prepaid unused fees. Continuing to use the Service after the effective date means you accept the change.

We may change the Service itself, but we will not materially reduce its core functionality during a paid term without offering you the termination right above.

16Governing law

These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict of laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts in Wilmington, Delaware.

Before filing, the parties will attempt to resolve the dispute in good faith for 30 days between people with authority to settle. Either party may seek injunctive relief at any time to protect intellectual property or confidential information.

17General

• Entire agreement. These Terms, the DPA and any Order Form are the whole agreement and supersede prior discussions.
• Assignment. Neither party may assign without consent, except to a successor in a merger or sale of substantially all assets.
• Severability. If a provision is unenforceable, the rest stands and the provision is limited to the minimum extent necessary.
• No waiver. Failure to enforce a right is not a waiver of it.
• Force majeure. Neither party is liable for delay caused by events beyond its reasonable control.
• Independent contractors. Nothing here creates a partnership, agency or employment relationship.
• Notices. To you, at the email on your account. To us, at legal@nimbuscdn.example.

Questions about these Terms: legal@nimbuscdn.example, or NimbusCDN, Inc., Attn: Legal, Wilmington, Delaware, USA.