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Master Services Agreement

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PLEASE READ CAREFULLY: THIS MASTER SERVICES AGREEMENT is between Nanobox, Inc. (“Nanobox”) and the individual or entity (“Customer,” “you,” “yours,” etc.) for certain computer infrastructure and related services, including the Nanobox website, Nanobox Command Line Interface (“CLI”, also known as “Nanobox Desktop”), the Nanobox Application Programming Interface (“API”), the Customer Dashboard (as defined herein), and any other software or services offered by Nanobox in connection with any of the same (the “Nanobox Services” or the “Services”).

The Customer's use of and access to the Services is governed by the Master Services Agreement which includes the Terms of Service, Service Level Agreement, Privacy Agreement, Nanobox Acceptable Use Policy and relevant appendices (which may include without limitation the international-related addendum, if any, that applies) (collectively, the “MSA”).

BY INSTALLING OR USING THE SERVICES, THE CUSTOMER AGREES:

  1. THAT THE CUSTOMER HAS ACCEPTED THE MSA IN ITS ENTIRETY;
  2. TO BE BOUND BY THE MSA AS AMENDED FROM TIME TO TIME AS PROVIDED IN THESE TERMS OF SERVICE ; AND
  3. THAT THIS MSA CONSTITUTES A BINDING AND ENFORCEABLE OBLIGATION BETWEEN NANOBOX AND CUSTOMER. IF THE CUSTOMER IS AN INDIVIDUAL, THE INDIVIDUAL REPRESENTS AND WARRANTS THAT (S)HE HAS THE LEGAL RIGHT TO ENTER INTO THE MSA. IF THE CUSTOMER IS AN ENTITY, THE INDIVIDUAL AGREEING ON BEHALF OF THE ENTITY REPRESENTS AND WARRANTS THAT (S)HE HAS THE AUTHORITY TO BIND THE ENTITY AND AGREES TO BE JOINTLY AND SEVERALLY LIABLE WITH THE ENTITY FOR EACH AND EVERY BREACH HEREOF.

IF YOU OR THE ENTITY YOU REPRESENT DO NOT AGREE WITH ALL THE TERMS OF THIS MSA OR DO NOT AGREE TO BE BOUND BY THIS MSA, YOU MAY NOT INSTALL OR USE THE SERVICES.

Terms of Service (TOS)

  1. DEFINITIONS
    • “Account Information” means billing information, contact information, payment information and such other information defined as “Account Information” in the Customer Dashboard.
    • “Affiliate” means any legal entity that a party controls, that controls a party, or that is under common control with a party. For purposes of this definition, “control” shall mean beneficial ownership of the securities entitled to vote in the election of directors (or, in the case of an entity that is not a corporation, of the election of the corresponding management authority) in the entity of (i) more than fifty percent (50%) of the securities or (ii) such lesser percentage of securities as is the maximum ownership permitted in the country where the entity exists.
    • “Anniversary Billing Date” means the date of the month of the Effective Date except as provided in this definition. For example, if the Effective Date is January 6, 2017, then the Anniversary Billing Date is the sixth of the calendar month. If the Anniversary Billing Date is a date in a calendar month which does not exist in each calendar month, then the Anniversary Billing Date shall be the 28th of each month (i.e. if the Anniversary Billing Date is the 30th, then the Anniversary Billing Date shall be the 28th of each month).
    • “Application” means a collection of source code files that generate and/or constitutes a single website, web application, or hosted service. They include webpages, databases, web templates, images, content, etc. Applications are created by Customers using Nanobox Services, including the Customer Dashboard and are hosted on the Third Party hosting provider of the Customer's choosing.
    • “AUP” means the Acceptable Use Policy which is located at nanobox.io/legal (or such other location as Nanobox may designate from time to time).
    • “Customer” means the individual or entity who agrees to the terms of the MSA by clicking or checking the box presented with the MSA, installing, and/or using the Services.
    • “Customer Individual Account” means a user account created using the individual or "Solo" account type.
    • “Customer Team Account” means an account created using the Team account type and is associated with one or more individual accounts.
    • “Customer Business Account” means an account created using the Business account type and is associated with one or more individual accounts.
    • “Customer Content” means all data, software and information, including, without limitation, data text, software, scripts, video, sound, music, graphics and images that are created, uploaded or transferred in connection with the Services by Customer or its Affiliates.
    • “Customer End User” means a Third Party which is an end user of a Customer Offering.
    • “Customer Offering” means services created by Customer based in whole or in part on the Services which are used by Third Parties.
    • “Customer Dashboard” means the portal at dashboard.nanobox.io (or such other location as Nanobox may designate from time to time) or the same information as available through the Nanobox Application Programming Interface.
    • “Development Tool” means a the downloaded command-line application, bundled virtual machine and its contents.
    • “Effective Date” means the date on which the Customer accepts the MSA by clicking or checking the box presented with the MSA, installing and/or using the Services.
    • “Feedback” means any and all suggestions, comments, improvements, or other feedback about the Services that Customer or any Affiliate provides to Nanobox either directly or indirectly via a Nanobox-controlled web site.
    • “Flow-Through Provisions” mean the terms of agreements for services provided by Third Parties which are included in the MSA as required by providers of Third Party Services. The Flow-Through Provisions apply only to the relevant services provided by Third Parties. Such services provided by Third Parties are part of the Services and are subject to the terms of the MSA as well as the Flow-Through Provisions.
    • “Fully-Managed Application” are applications deployed with Nanobox with an accompanying agreed-upon Service Level Agreement and written contract. Terms are unique to each agreed-upon contract.
    • “MSA” has the meaning set forth in the recitals.
    • “Order” means an order for a Service which may include a new order for a Service or an upgrade or a downgrade of a Service. The Order must be placed through the Customer Dashboard or such other method designated by Nanobox from time to time.
    • “PII” means information that can be used to identify, contact, or locate a single person or that can be used with other sources to uniquely identify a single individual.
    • “Privacy Agreement” means the terms governing the use of PII which is located at nanobox.io/legal (or such other location as Nanobox may designate from time to time).
    • “Self-Managed Applications” are applications deployed with Nanobox using a predefined “self-managed” pricing plan. Support options are limited to those outlined in the Service Level Agreement.
    • “Services” has the meaning set forth in the recitals.
    • “Service Level Agreement” means the Service Level Agreement which is located at nanobox.io/legal (or such other location as Nanobox may designate from time to time).
    • “Site” means nanobox.io (or such other location as Nanobox may designate from time to time).
    • “Support Plan” means a collection of pre-defined terms and agreements regarding the scope of product and infrastructure support.
    • “Support Ticket” means a support request submitted through the Ticket Submission Form in the Customer Dashboard.
    • “Term” means the term as set forth in Section 16.
    • “Third Party” means an individual or an entity which is not a Customer, Nanobox, an Affiliate of Nanobox or an Affiliate of Customer.
    • “Third Party Services” mean services which are provided by Third Parties directly to Customer. The definition of Services does not include Third Party Services.
    • “TOS” means the terms of service for the Services.
    • “TPS Agreements” mean agreements for Third Party Services which are directly between the Customer and the provider of the Third Party Services. These agreements are separate and independent from the MSA and Nanobox is not a party to these agreements.
  2. NANOBOX'S OBLIGATIONS
    1. Provision of Services. Contingent on Nanobox's acceptance of an Order (which acceptance can be revoked at any time in Nanobox's sole discretion as set forth herein) and subject to the terms of the MSA, Nanobox agrees to use reasonable commercial efforts to provide the Services subject to the terms of this MSA, Privacy Agreement and other relevant documents available at nanobox.io/legal (or such other location as Nanobox may designate from time to time). Nanobox retains the right to reject the request for Services by any individual or entity in its sole discretion. Nanobox may change, discontinue, add, modify, re-price or remove features or functionality from the Services or make changes to any legal policy or document upon notice to Customer provided through the Customer Dashboard. It is the Customer's responsibility to review the Customer Dashboard for such notices on a frequent basis. If Customer continues to use the Services following any such modification, such use will be deemed acceptance of such modification by Customer. The Third Party Services are provided by the relevant Third Parties and Nanobox is not responsible for the provision of Third Party Services.
    2. Age. Customer must be at least 18 years of age or otherwise have the legal capacity to order Services. If Customer is ordering Services on behalf of an employer, company, or other legal entity, Customer represents and warrants that it has the legal right and authority to order Services and be bound to this MSA. Customer will be personally liable for any breach by a legal entity on whose behalf Customer enters into the MSA.
  3. PRIVACY
    1. Collection of PII. The collection and use of PII is governed by the Privacy Agreement.
  4. USE OF AND ACCESS TO THE SERVICES
    1. Ordering and Modification of Services. Customer may order Services and all upgrades to such Services through the Customer Dashboard or as otherwise designated by Nanobox. Nanobox may accept such Orders in its discretion and shall give notice to Customer of acceptance of such Order through the Customer Dashboard. For downgrades or cancellation of Services, Customer may also cancel Services or perform all downgrades to such Services through the Customer Dashboard or as otherwise designated by Nanobox.
    2. Rights to Use Services. Subject to the terms and conditions of this MSA (including the Term), Nanobox grants Customer a nonexclusive, nontransferable, non-sublicenseable (except to the extent required to exercise rights under Section 4.2(b)), revocable right in the Services solely to: (a) use and access the Services for internal purposes; and (b) use the Services to create, offer and provide the Customer Offerings.
    3. Customer Obligations: Customer agrees to do each of the following: (i) comply with all applicable laws, rules and regulations, including, without limitation, the Foreign Corrupt Practices Act and related international anti-corruption laws and the Digital Millennium Copyright Act and related copyright laws; (ii) pay the fees for the Services when due; (iii) use reasonable security precautions for providing access to the Services by its employees or other individuals to whom it provides access; (iv) cooperate with Nanobox's investigation of security problems, and any suspected breach of the MSA; (v) comply with all license terms or terms of use for any software, content, service or website (including Customer Content) which Customer uses or accesses when using the Services; (vi) give Nanobox true, accurate, current, and complete Account Information; (vii) keep Customer's Account Information up to date; (viii) be responsible for the use of the Services by Customer and Customer End Users and any other person to whom Customer has given access to the Customer Offering; (ix) comply with the TPS Agreements; (ix) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and immediately notify Nanobox of any known or suspected unauthorized use of Customer's account, the Services or any other breach of security; and (xi) where the Customer provides Customer Offering as permitted under this Agreement, Customer must enter into an agreement with Customer's End User which shall include the relevant terms of this Agreement and release Nanobox from any and all liability for damages or losses Customer's End Users may incur as a result of using the Customer Offering. Customer may not use the Services in any situation where failure or fault of the Services could lead to death or serious bodily injury of any person, or to physical or environmental damage. For example, Customer may not use, or permit any other person to use, the Services in connection with aircraft or other modes of human mass transportation, nuclear or chemical facilities, or Class III medical devices under the Federal Food, Drug and Cosmetic Act. Customer may not resell any of the Services alone to any Third Party without first entering into a reseller agreement with Nanobox.
    4. Special Terms for Third Party Services. To the extent Customer orders Third Party Services under TPS Agreements, Nanobox is not responsible for such Third Party Services and the provider of the Third Party Service is solely responsible for providing such Third Party Services. However, the Customer also agrees that the following terms of the TOS apply to such Third Party Services: Sections 8, 9, 10, 11, 15 and 16.
  5. PAYMENT
    1. Fees: Payment for all fees for the provision of Services shall be due on the Anniversary Billing Date. One time fees, such as On-Demand Consulting (as outlined in the Service Level Agreement), administrative fees and late fees, are due and payable when invoiced, and/or as agreed by Nanobox through the Customer Dashboard.
    2. Payment Methods: The payment shall be made by the credit card or other acceptable Method of Payment (MOP), in Nanobox's sole discretion, maintained on file with Nanobox. Customer is responsible to update the MOP periodically and failure to do so may result in the termination of this Agreement and the termination of any Applications owned by Customer in Nanobox's sole discretion. Nanobox is authorized to charge the MOP on file automatically each month on the Anniversary Billing Date for all fees related to Services selected and used in the Customer Dashboard.
    3. Taxes: All prices and fees specified in or referred to in this MSA are stated exclusive of any tax, including withholding tax, sales, use, value added, levies, import and custom duties, excise or other similar or equivalent taxes imposed on the supply of Services. Any sales, use, levies, excise, withholding taxes or similar charges, direct or indirect, applicable or to become applicable, which are levied as a result of the supply of the Services shall be paid by the Customer. Neither party shall be liable for the other party's taxes based on income. If withholding tax applies to any payments for Services made under this MSA, the Customer may deduct such taxes and shall pay such taxes to the appropriate tax authority; provided that Customer shall provide Nanobox with an official receipt for any such taxes withheld and must notify Nanobox prior to payment that withholding tax is required to be paid and Customer shall pay to Nanobox any additional amount to ensure that Nanobox receives the full amount of the invoice. If Nanobox has the legal obligation to pay or collect taxes for which Customer is responsible under this paragraph, the appropriate amount shall be charged to and paid by Customer in addition to the amount of the invoice, unless Customer provides Nanobox with a valid tax exemption certificate authorized by the appropriate taxing authority. The parties undertake to cooperate, where possible, to minimize the amount of withholding tax due by making advance clearance applications under the relevant double taxation treaties (where applicable) to the relevant tax authority to reduce the rate of withholding tax or exempt entirely this amount if applicable. In any event, the Customer undertakes to account for any tax withheld to the tax authorities on a timely basis.
    4. Additional Fees. The Customer's failure to pay any fees on the due date shall result in incurring a late fee of 5% of the total amount owed. If Nanobox has suspended the Customer's access to the Services, the Customer shall incur an additional 5% reconnection fee. Such fees shall be due upon receipt, and Nanobox will not reconnect any Services to the Customer until full payment of such fees plus any and all amounts then due for the Services.
    5. Refunds & Disputes: Fees paid for Services to Nanobox may be refundable upon request. If the Customer believes that the bills are in error, the Customer's sole and exclusive remedy is to email to billing@nanobox.io within 30 days of the receipt of the disputed bill, which will open a billing ticket to give notice to Nanobox. Upon receipt, Nanobox will review and determine the validity of refund requests. Requests will be either accepted or denied at Nanobox's sole discretion. In the event a refund is issued, the refunded amount, determined by Nanobox, will be credited back to the MOP used to process the initial charge. Any invoice not disputed by Customer in accordance with this section within 30 days of receipt of the invoice shall be deemed conclusively accepted by Customer as correct. Customer shall not chargeback any credit card payments to Nanobox and any such chargeback will result in an additional payment to Nanobox of up to $500 which is a reasonable estimate of Nanobox's additional administrative costs to contest any such chargeback. Customer is responsible for any fees and costs (including, but not limited to, reasonable attorneys' fees, court costs and collection agency fees) incurred by Nanobox in enforcing collection of fees.
  6. OWNERSHIP OF SITE: Customer hereby acknowledges and agrees that Nanobox (or its licensors) own all legal right, title and interest in and to the Site and the Services provided by Nanobox, including, without limitation, any intellectual property or other proprietary rights which subsist in the Site and Services (whether such rights are registered or unregistered, and wherever in the world those rights may exist). As between Customer and Nanobox, all materials on the Site, including, but not limited to, graphics, user and visual interfaces, images, software, applications, and text, as well as the design, structure, selection, coordination, expression, “look and feel”, and arrangement of the Site and its content (except for any Customer Content), and the domain names, trademarks, service marks, proprietary logos and other distinctive brand features found on the Site, are all owned by Nanobox or its licensors.
  7. SECURITY: Nanobox is not responsible for the security of Customer Content. Customer shall be solely responsible for data maintenance, integrity, retention, security, and backup of the Customer Content. If Customer transfers or is otherwise involved in the transfer of any Customer Content (whether in connection with its business or otherwise), then Customer is solely responsible for compliance with any applicable laws, rules and regulations in any and all applicable regions or countries regarding the security, privacy, legality and/or safe handling of such Customer Content.
  8. INDEMNIFICATION BY CUSTOMER: Customer hereby agrees to indemnify, defend and hold harmless Nanobox and its parents, Affiliates, licensors and providers of Third Party Services, and their respective directors, officers, employees, contractors, agents, successors, and assigns, (collectively, the “Nanobox Parties”) (Nanobox and each of the Nanobox Parties, an “Indemnified Party”), from and against any and all liability (including, without limitation, attorneys' fees and costs) incurred by the Indemnified Parties in connection with any actual or alleged suit, claim, damages, harm, or other responsibility whatsoever (“Claim”) arising out of: (a) Customer's use of the Services or Third Party Services; (b) any breach or alleged breach by Customer of this MSA; (c) any breach or alleged breach by Customer or Customer End Users of a Third Party's rights, including, without limitation, any actual or alleged infringement or misappropriation of a Third Party's copyright, trade secret, patent, trademark, privacy, publication or other proprietary right; (d) any damage caused by or alleged to have been caused by Customer or Customer End Users to the Site or Services; or (e) any actual or alleged violation or noncompliance by Customer or Customer End Users with any applicable law, court order, rule or regulation in any jurisdiction. The counsel which Customer selects for the defense or settlement of a Claim must be approved in writing in advance by Nanobox prior to such counsel being engaged to represent the Indemnified Parties. Customer shall not in any event consent to any judgment, settlement, attachment, or lien, or any other act adverse to the interests of Nanobox or any Nanobox Party without the prior written consent of Nanobox and/or the applicable Nanobox Party(s). Customer and Customer's counsel will cooperate as fully as reasonably required, and provide such information as reasonably requested, by Nanobox or the Nanobox Parties in the defense or settlement of any such matter.
  9. DISCLAIMER OF WARRANTIES: EXCEPT AS REQUIRED BY LAW CUSTOMER'S USE OF THE SITE AND SERVICES IS ENTIRELY AT CUSTOMER'S OWN DISCRETION AND RISK. THE SITE AND SERVICES ARE FURNISHED BY NANOBOX “AS IS” AND WITHOUT WARRANTIES OR CONDITIONS, STATUTORY OR OTHERWISE, OF ANY KIND. NANOBOX; (A) EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE; (B) DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, OR THAT THEIR OPERATION WILL BE TIMELY, UNINTERRUPTED, SECURE, OR ERROR-FREE OR THAT ANY DEFECTS WILL BE CORRECTED; AND (C) DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS OR CONDITIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES IN TERMS OF ITS ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS, OR OTHERWISE. CUSTOMER ASSUMES TOTAL RESPONSIBILITY FOR ITS AND CUSTOMER END USERS' USE OF THE SERVICES.
  10. DISCLAIMER OF CONSEQUENTIAL DAMAGES: IN NO EVENT WILL NANOBOX BE LIABLE TO CUSTOMER, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, COMPENSATION, REIMBURSEMENT OR DAMAGES IN CONNECTION WITH, ARISING OUT OF, OR RELATING TO, THE USE, OR LOSS OF USE OF, THE SERVICES, LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF DATA OR CONTENT, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, SUBSEQUENT OR OTHER COMMERCIAL LOSS, OR FOR ANY OTHER REASON OF ANY KIND, WHETHER BASED ON CONTRACT OR TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY), EVEN IF NANOBOX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  11. LIMITATION OF LIABILITY: NANOBOX WILL NOT BE LIABLE TO CUSTOMER FOR DAMAGES FOR BREACH OF ANY EXPRESS OR IMPLIED WARRANTY OR CONDITION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY RELATED TO THE SITE OR SERVICES. IF, NOTWITHSTANDING THE FOREGOING, NANOBOX IS FOUND TO BE LIABLE TO CUSTOMER FOR ANY DAMAGE OR LOSS WHICH ARISES UNDER OR IN CONNECTION WITH THE SERVICES, NANOBOX'S TOTAL CUMULATIVE LIABILITY TO CUSTOMER SHALL IN NO EVENT EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY THE CUSTOMER FOR THE SERVICES FOR THE THREE MONTHS PRIOR TO THE OCCURRENCE OF THE EVENT(S) GIVING RISE TO NANOBOX'S LIABILITY.
  12. ALLOCATION OF LIABILITY: THE PARTIES ACKNOWLEDGE THAT THE DISCLAIMER OF WARRANTIES, DISCLAIMER OF CONSEQUENTIAL DAMAGES AND LIMITATIONS OF LIABILITY IN THE MSA AND IN THE OTHER PROVISIONS OF THIS MSA AND THE ALLOCATION OF RISK HEREIN ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES, WITHOUT WHICH NANOBOX WOULD NOT HAVE ENTERED INTO THIS MSA. NANOBOX'S PRICING REFLECTS THIS ALLOCATION OF RISK AND THESE LIMITATIONS.
  13. TRADEMARKS: Customer hereby grants to Nanobox a non-exclusive, worldwide, royalty-free, fully paid-up license during the Term to use Customer's trademarks, marks, logos or trade names in connection with Nanobox's provision of Services (including support of Services) to Customer and to be listed as a customer of the Services by Nanobox or its designees. The license granted in this Section 14 will include the right of Nanobox to sublicense its Affiliates and any Third Parties providing all or part of the Services on behalf of Nanobox to achieve the foregoing.
  14. SUSPENSION
    1. Suspension. Nanobox may suspend provision of Services to Customer without liability if: (i) Nanobox reasonably believes that the Services are being used (or have been or will be used) by Customer in violation of the MSA or any applicable law, court order, rule or regulation in any jurisdiction; (ii) Customer does not cooperate with Nanobox's investigation of any suspected violation of the MSA or any applicable law, court order, rule or regulation in any jurisdiction; (iii) Nanobox reasonably believes that Services provided to Customer have been accessed or manipulated by a Third Party without Customer's consent or in violation of the MSA; (iv) Nanobox reasonably believes that suspension of the Services is necessary to protect Nanobox's network or other Nanobox customers; (v) a payment for the Services is overdue by more than 15 days including the Anniversary Billing Date (and in addition, Nanobox may, in Nanobox's sole discretion, continue to make the Services available through the Public Network; (vi) the continued use of the Services by the Customer may adversely impact the Services or the systems or content of any other Nanobox customer, (vii) Nanobox reasonably believes that the use of the Services by Customer may subject Nanobox, its Affiliates, or any Third Party to liability; or (viii) suspension is required by law, statute, regulation, rule or court order. Nanobox will give Customer reasonable advance notice of a suspension under this paragraph and a chance to cure the grounds on which the suspension are based, unless Nanobox determines, in Nanobox's reasonable commercial judgment, that a suspension on shorter or contemporaneous notice is necessary to protect Nanobox or its other customers from operational, security, or other risk or the suspension is ordered by a court or other judicial body. A violation of the Flow-Through Provision shall be treated the same as a violation of the MSA for this provision. If Nanobox suspends the Customer's right to access or use any portion or all of the Service:
      1. Customer remains responsible for all fees and charges Customer has incurred through the date of suspension;
      2. Customer remains responsible for any applicable fees and charges for any Services to which Customer has continued to have access, as well as applicable data storage fees and charges, and fees and charges for in-process tasks completed after the date of suspension;
      3. At Nanobox's sole discretion, Nanobox may terminate Customer's access to Customer Content stored in the Services during a suspension, and Nanobox shall not be liable to Customer for any damages or losses Customer may incur as a result of such suspension.
  15. TERM
    1. Term. The term shall commence on the Effective Date and is automatically renewed each Anniversary Billing Date until terminated as provided below.
    2. Termination for Convenience. Customer may terminate the MSA for convenience at any time as provided in Section 4.1 through the Customer Dashboard. If Customer terminates this MSA for convenience, Customer shall pay Nanobox all amounts that would be due on the next Anniversary Date. Nanobox may terminate the MSA for convenience upon providing Customer with notice of non-renewal at least 10 days prior to the expiration of the Initial Term or any Renewal Term.
    3. Termination for Breach. Nanobox may terminate the MSA immediately upon notice provided through the Customer Dashboard if: (i) Nanobox discovers that the information Customer provided to Nanobox about Customer's proposed use of the Services or Account Information was inaccurate or incomplete; (ii) if Customer is an individual, Customer was not at least 18 years old or otherwise did not have the legal capacity to enter into the MSA, install, or accept Services at the time Customer submitted the Order, or if Customer is an entity, the individual submitting the Order for Customer did not have the legal right or authority to enter into the MSA, install or accept Services on behalf of the person represented to be the Customer; (iii) Customer payment of any invoiced amount is overdue, and Customer does not pay the undisputed overdue amount within 15 days of the due date; (iv) Customer use of the Services or Customer End Users use of the Customer Offering in violation of this MSA and fails to remedy any violation within 10 days of Nanobox's written notice; (v) Customer or Customer End User violates the AUP; (vi) Customer's account has been suspended for 30 days or more; (vii) Customer has multiple violations of the MSA; or (viii) Customer fails to comply with any other provision of this MSA and does not remedy the failure within 30 days of Nanobox notice to Customer describing the failure. Nanobox will give Customer written notice of termination under this paragraph unless Nanobox determines, in Nanobox's reasonable commercial judgment, that a termination on shorter or contemporaneous notice is necessary to protect Nanobox or its other customers from operational, security, or other risks. A breach of the Flow- Through Provision shall be deemed to be a breach of the MSA.
    4. Access to Customer Content. The deletion of Customer Content is automatic upon termination or expiration of the MSA. Consequently, unless Nanobox determines otherwise, Customer will not have access to Customer Content, and Nanobox may immediately erase or delete Customer Content from its computer infrastructure after the effective date of termination or expiration of this MSA.
    5. Effect of Termination. Upon expiration or termination of the MSA, Customer must discontinue use of the Services. Nanobox will have no obligation to provide any transition services or access to data except as expressly stated in Section 16.4 above.
  16. U.S. GOVERNMENT CUSTOMERS AND U.S. GOVERNMENT RIGHTS: Nanobox provides the Services for ultimate federal government end use solely in accordance with the following license rights to use, modify, reproduce, release, perform, display, or disclose: Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this MSA. This customary commercial license is provided in accordance with the Federal Acquisition Regulation (“FAR”) at 48 C.F.R. 12.211 (Technical Data) and FAR 12.212 (Software) for civilian agencies of the federal government, and, for Department of Defense transactions, the Defense Federal Acquisition Regulation Supplement (“DFARS”) at 48 C.F.R. 252.227- 7015 (Technical Data – Commercial Items), 48 C.F.R. 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). This U.S. Government Rights clause, consistent with 48 C.F.R. 12.211, 48 C.F.R. 27.212 (federal civilian agencies) or 48 C.F.R. 227.7202-4 (DoD agencies) is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses U.S. Government rights in computer software, computer software documentation or technical data related to the Nanobox Commercial Computer Software and Commercial Computer Software Documentation licensed under this MSA or in any contract or subcontract under which this Nanobox Commercial Computer Software and Commercial Computer Software Documentation is acquired or licensed. If a government agency has a need for rights not conveyed under these terms, it must negotiate with Nanobox to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in writing and agreed to by Nanobox in any applicable contract or agreement.
  17. THIRD PARTIES There are no Third Party beneficiaries to the Agreement, meaning that Third Parties do not have any rights against either Nanobox or Customer under the MSA.
  18. MISCELLANEOUS
    1. Changes to the MSA. As noted in the recitals, Nanobox may modify the terms and conditions of this MSA as provided below. Nanobox will notify its Customers through the Customer Dashboard of any such modifications and all modifications shall be effective upon their posting on the Customer Dashboard. It is the Customer's responsibility to review the Customer Dashboard for such modifications on a frequent basis. If Customer continues to use the Services following any such modification such use will be deemed acceptance of such modification by Customer. Any modifications requested by Customer to any of the terms of the MSA must be approved in writing by Nanobox.
    2. Certain Employment Issues. If Customer's employees or third parties which have been contracted by Customer for rendering contractually agreed services that are in all material respects equivalent to the Services prior to the beginning of this Agreement assert the transfer of their employment relationship or claims thereto against Nanobox under EU Directive 2001/23/EC or similar national legislation, Customer shall use its best efforts to either prevent the transfer of the employment relationship or to hold off such claims. Customer shall hold harmless and indemnify Nanobox from all prosecution costs incurred in connection with the transfer prevention as well as from any compensation payments to the employee and fees for any external legal counsel, as well as any and all incurred costs and financial claims of the employee or third party that arise from or are due to a claim of further employment or re-employment. These expenses include costs or salary, health insurance, social security contributions, voluntary and legal pension contributions, company pension scheme, pension funds and any severance costs in line with Nanobox's standard generally-applicable policy.

    3. Notices. Customer communications regarding the Services should be sent by electronic mail to help@nanobox.com except for the following types of notices: for breach, indemnification, or other non-routine legal matters, Customer should send it by electronic mail and first-class United States mail to:

      Nanobox
      C/O Legal Department
      901 Pier View Drive
      Suite 208
      Idaho Falls, ID 83402
      Email: legal@nanobox.io

      Nanobox's communications regarding the Services and legal notices will be sent through the Customer Dashboard. Notices are deemed received as of the time delivered. Notices must be given in the English language.

    4. Export Matters. If Customer chooses to use these Services, Customer does so on its own initiative and is responsible for compliance with applicable laws. Customer agrees to comply with all restrictions and regulations of the U.S. Department of Commerce and any other United States or foreign agencies and authorities in connection with Customer's use of these Services and to not, in violation of any laws, transfer, or authorize the transfer, of any Services (a) into any U.S. and/or U.N. embargoed countries or (b) to anyone on the U.S. Treasury Department's List of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders or Entity List of proliferation concern, or the U.S. State Department's Debarred Parties List. By using these Services, Customer represents and warrants that Customer is not located in, under the control of, or a national or resident of any such country or on any such list. In addition, Customer may not use the Services for the development, design, manufacture, production, stockpiling, or use of nuclear, chemical or biological weapons, weapons of mass destruction, or missiles, in a country listed in Country Groups D: 4 and D: 3, as set forth in Supplement No. 1 to the Part 740 of the United States Export Administration Regulations. Customer assumes responsibility for compliance with laws and regulations applicable to export, re-export or import of products, technology or technical data provided hereunder and for obtaining required export and import authorizations. Customer will not transfer to or through the Services any data, materials or other items controlled for export under the International Traffic in Arms Regulations (“ITAR Data”) or other applicable laws unless Nanobox has agreed to the transfer and (i) Customer has provided Nanobox not less than 10 days' prior written notice that ITAR Data will be transferred to or through the Services, (ii) Customer has received prior written authorization from the U.S. Government to transfer the ITAR Data to Nanobox, and (iii) Customer agrees to provide Nanobox with all necessary assistance to enable Nanobox to obtain such U.S. Government permission. Customer is responsible, and will reimburse Nanobox, for all costs, expenses or damages incurred by Nanobox in connection with Customer transfer of ITAR Data.
    5. Assignment/Subcontractors. Customer may not assign the MSA or Customer rights and/or delegate Customer obligations under the MSA without Nanobox's prior written consent. Any assignment or transfer of the MSA by Customer in violation of this section will be void. Nanobox may assign the MSA to (i) its Affiliates and (ii) any entity as a result of a merger or sale of all or substantially all of the assets of Nanobox to such entity and such entity agrees in writing to be bound by the terms of the MSA. This MSA will be binding on and inure to the benefit of Customer's and Nanobox's respective permitted successors and permitted assigns. However, Nanobox may use Third Parties or Affiliates to provide all or part of the Services. This provision does not apply to the Third Party Services which are governed by separate agreements.
    6. Force Majeure. Except for its rights in Sections 15 or 16, neither Nanobox nor Customer will be in violation of the Agreement if the failure to perform the obligation is due to an event beyond either party's control, such as significant failure of a part of the power grid, sabotage, denial of service attack, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labor action, terrorism, or other events of a magnitude or type for which precautions are not generally taken in the industry; provided however if the force majeure event continues beyond thirty (30) days, the performing party may terminate the MSA.
    7. Feedback. Nanobox shall own all right, title and interest in and to Feedback. Upon providing the Feedback, Customer hereby irrevocably assigns to Nanobox all right, title, and interest in and to the intellectual property rights in the Feedback and agrees to provide Nanobox with any assistance Nanobox may require to document, perfect, and maintain Nanobox's rights in the Feedback.
    8. Governing Law, Lawsuits. The MSA is governed by the laws of the State of Idaho, exclusive of any Idaho choice of law principle that would require the application of the law of a different jurisdiction, and the laws of the United States of America, as applicable. The application to the MSA of the United Nations Convention on the International Sale of Goods is excluded in its entirety. The exclusive venue for all disputes arising out of the MSA shall be in the state or federal courts in Bonneville County, Idaho, and the parties each agree not to bring an action in any other venue. Customer waives all objections to this venue and agrees not to dispute personal jurisdiction or venue in these courts.
    9. Relationship of the Parties. The parties' relationship is that of independent contractors and not business partners. Neither of the parties is the agent for the other, and neither party has the right to bind the other on any agreement with a Third Party.
    10. No Waiver. Nanobox's failure to exercise or delay in exercising any of its rights under this MSA will not constitute a waiver, forfeiture, or modification of such rights. Nanobox's waiver of any right under this MSA will not constitute a waiver of any other right under this Agreement or of the same right on another occasion. Nanobox's waiver of any right under this MSA must be in writing.
    11. Survival. All provisions that by their nature are intended to survive expiration or termination of the MSA shall survive expiration or termination of the MSA.
    12. Integration. This MSA is the complete and exclusive agreement between Customer and Nanobox regarding its subject matter and supersedes and replaces any agreement, understanding, or communication, whether written or oral, prior or contemporaneous.
    13. Severability. If any part of this MSA is found unenforceable by a court or other tribunal, the rest of the MSA will nonetheless continue in effect, and the parties agree that any court or other tribunal may reform the unenforceable part if it is possible to do so consistent with the material economic incentives of the parties resulting in this MSA.
    14. Language. The official language of the MSA shall be the English language and no translation into any other language may be used in its interpretation. All services, support, notices, designations, specifications, and communications will be provided in the English language.

Service Level Agreement (SLA)

The SLA is incorporated into the MSA and applicable to all Services delivered to Customers. This SLA does not apply to the availability of Third Party Services which are subject to the TPS Agreements and does not apply to Third Parties or to Customer End Users.

  1. Support Plans

    Nanobox provides varying levels of support in differing Support Plans. Customer Individual Accounts, Customer Team Accounts, and Customer Business Accounts may opt into Support Plans in the Customer Dashboard or by Contractual Agreement between Nanobox and Customer. Agreements defined in Support Plans are limited to applications associated with the Customer Individual Account, Customer Team Account, or Customer Business Account under which the Support Plan was opted into or contractually agreed upon.

    1. Community Support

      Community support is available to all Nanobox Customers:

      1. Available Resources

        The following resources are available with the Community Support plan.

        1. Documentation & Guides

          Free technical documentation and "getting-started" guides are available through Nanobox Support Sites located at docs.nanobox.io and guides.nanobox.io.

        2. Nanobox Slack Workspace

          Nanobox provides all Nanobox Customers access to the Nanobox Slack Workspace through automated Slack invitations. Customers can also gain access to the Nanobox Slack Workspace at slack.nanoapp.io. Use of and access to the Nanobox Slack Workspace are subject to Slack Terms & Polices (https://slack.com/terms-of-service).

        3. Nanobox Forum

          Nanobox maintains a public Forum in which Nanobox users and Customers can post questions and provide answers. Nanobox Forum Accounts are not associated with Nanobox Customer Accounts and are managed separately. Use of the Nanobox Forum is subject to the Forum Terms of Service and Forum Privacy Policy.

        4. Email Support Inquiries

          Support inquiries may be submitted at any time via electronic mail to help@nanobox.io. Nanobox will reply to support requests on a first-come-first-serve basis. There is no guarantee of response time or incident resolution.

      2. Community Support Coverage & Scope

        There is no contractual SLA for applications that fall under the scope of a Community Support Plan. Community support is considered "self-serve" and does not guarantee assistance from Nanobox employees. Nanobox employees on not obligated nor expected to log into servers to assist issues.

    2. Basic Support

      Basic Support is an opt-in support option available to Nanobox Customers.

      1. Available Resources

        The following resources are available with the Basic Support plan:

        1. Community Support Resources

          All resources available with the Community Support Plan (1.1.1) are also available with the Basic Support Plan.

        2. Dashboard Ticketing

          Customers have access to the Ticket Submission Form in the Customer Dashboard and can submit Support Tickets. Basic Support coverage is from 9am - 5pm Mountain Time (GMT-7), excluding US Holidays. Tickets will be responded to within 24 hours of submission excluding tickets submitted on a US Holiday or 12 hours before the beginning of a US holiday (Mountain Time (GMT-7)). Tickets submitted on or 12 hours before a US holiday will be repsonded to within 48 hours. If a submitted ticket goes without response in the response windows defined, the monthly fee associated with the Basic Support Plan will be waived for the month following the ticket submission. Response time guarantees only apply to Support Tickets submitted through the Customer Dashboard.

      2. Basic Support Coverage & Scope

        1. Covered:

          The following support requests are covered under the Basic Support Plan:

          • General how-to questions, and providing pointers to documentation
          • Installation and configuration questions
          • Troubleshooting features showing erratic or faulty behavior on Nanobox, independent of the user's application code.
        2. Not Covered:

          The following support requests are not covered under the Basic Support Plan:

          • Writing application code for Nanobox compatibility
          • Modifying third party or Open Source software for Nanobox compatibility
          • General debugging of user applications

    3. Pro Support

      Pro Support is an opt-in support option available to Nanobox Customers.

      1. Available Resources

        The following resources are available with the Pro Support plan:

        1. Community Support Resources

          All resources available with the Community Support Plan (1.1.1) are also available with the Pro Support Plan.

        2. Dashboard Ticketing

          Customers have access to the Ticket Submission Form in the Customer Dashboard and can submit Support Tickets. Tickets submitted using a Pro Support plan take priority over tickets submitted with the Basic Support Plan. Pro Support coverage is 24/7. Tickets will be responded to within 4 hours of submission. If a submitted ticket goes without response for 4 or more hours, the monthly fee associated with the Pro Support Plan will be waived for the month following the ticket submission. Response-time guarantee only applies to Support Tickets submitted through the Customer Dashboard.

      2. Pro Support Coverage & Scope

        1. Covered:

          The following support requests are covered under the Basic Support Plan:

          • General how-to questions, and providing pointers to documentation
          • Installation and configuration questions
          • Troubleshooting features showing erratic or faulty behavior on Nanobox, independent of the user's application code.
        2. Not Covered:

          The following support requests are not covered under the Basic Support Plan:

          • Writing application code for Nanobox compatibility
          • Modifying third party or Open Source software for Nanobox compatibility
          • General debugging of user applications

    4. Dedicated Support

      Dedicated Support Plans are a contractual agreement between Nanobox and Customer. Terms and conditions are defined in written contract and agreed upon by both parties. The contents of this MSA apply to Dedicated Support Contracts. Support scope and coverage are defined in the written contract. In case of conflict between terms and conditions of the Dedicated Support Contract and this MSA, the terms and conditions of the Dedicated Support Contract take precedence.

      1. Available Resources

        The following resources are available with the Dedicated Support plan. Other resources may also be defined in the Dedicated Support Contract.

        1. Pro Support Resources

          All resources available with the Pro Support Plan (1.3.1) are also available with the Dedicated Support Plan.

        2. Phone Support

          Nanobox Support Agents will be available 24/7 via a dedicated phone number.

        3. Private Slack Channel

          If desired, Nanobox will provide a private Slack channel inside the Nanobox Slack Workspace as a means of direct communication between Customer and Nanobox.

    5. Fully-Managed Support

      Fully-Managed Support Plans are a contractual agreement between Nanobox and Customer. Terms and conditions are defined in written contract and agreed upon by both parties. The contents of this MSA apply to Fully-Managed Support Contracts. Support scope and coverage are defined in the written contract. In case of conflict between terms and conditions of the Fully-Managed Support Contract and this MSA, the terms and conditions of the Fully-Managed Support Contract take precedence.

      1. Available Resources

        The following resources are available with the Fully-Managed Support plan. Other resources may also be defined in the Fully-Managed Support Contract.

        1. Dedicated Support Resources

          All resources available with the Dedicated Support Plan (1.4.1) are also available with the Fully-Managed Support Plan.

        2. Infrastructure Monitoring

          For applications that fall within the scope of the Fully-Managed Contract, Nanobox will actively monitor and respond to fluctuations in infrastructure health.

  2. Outages

    Nanobox servers and networks are monitored 24x7x365 by automated systems. Outages affecting the Services are diagnosed and corrected as quickly as possible.

  3. Data Backup

    Data Backups are not currently available through Nanobox. Customer is solely responsible for ensuring that data is backed up in the event of an outage. There is no resolution guarantee and no guarantee of backup integrity.

  4. Uptime and Monitoring

    We guarantee that the uptime of the Nanobox Site and Customer Dashboard will be commercially reasonable under the circumstances, and that we will always use our best efforts to minimize downtime of said services. We do not guarantee application uptime nor the uptime of a Third Party infrastructure on which an application is hosted. These uptime guarantees are defined in the terms provided by the respective Third Parties.

  5. Maintenance

    “Maintenance” means: A) NANOBOX MAINTENANCE WINDOWS: upgrades or repairs to Nanobox Site and Customer Dashboard that we scheduled at least 72 hours in advance and that occur during off peak hours in the time zone where the data center is located; B) EMERGENCY MAINTENANCE: critical unforeseen maintenance needed for the security or performance of the Nanobox Site and Customer Dashboard.

  6. On-Demand Consulting

    Nanobox provides “on-demand” consulting to Customers upon request. Requests are submitted by emailing help@nanobox.io within operating business hours – 9am-5pm Mountain Time (GMT-7), Monday-Friday. For consulting outside of normal operating business hours, prior notice must be given. On-demand consulting is charged hourly at a rate of $250 per hour with a one hour minimum requirement. A signed on-demand consulting contract (provided by Nanobox) must be signed before consultation will begin. Two Nanobox consultants will be available for the duration of the consultation period. Consultants are only available to help with Nanobox-related issues. Consultation fees will be processed using the method of payment on file for the Customer in question after the consultation period has concluded. Payment is due upon receipt.

    What we will do:

    • Provide dedicated consulting through available channels:
      • Phone, VOIP, Slack, Email, Instant Message.
    • Access and troubleshoot live servers.
    • Work with application developers to identify and resolve potential issues.
    • Provide suggested courses of action.

    What we won't do:

    • Modify production data.
    • Modify application code.
    • Modify the scale of application servers without Customer's express permission.

Acceptable Use Policy (AUP)

General Statement: Nanobox is dedicated to the use of the Internet to improve the lives of individuals throughout the world. Our goal is to deliver enterprise quality on-demand IT Services to all of our Customers at a reasonable price and make available the benefits of the Internet as broadly as possible. The purpose of this AUP is to inform all Customers of the acceptable uses of the Services. Nanobox is committed to encouraging the use of the Internet through its Services and Third Party Services, but such use must be consistent with the laws and regulations governing use of the Internet and must protect the right of its other customers to use its Services. The AUP is designed to achieve these goals. Customer agrees to comply with the AUP and is responsible for the use of the Services and Third Party Services by all entities and individuals whom Customer permits to use the Services, Third Party Services or the Customer Offering. In addition to its rights under Section 19.1 of the Terms of Service, Nanobox has the right to change or modify the terms of the AUP at any time, effective when posted to the Customer Dashboard. Customer's use of the Services or Third Party Services after changes to the AUP are posted shall constitute acceptance of any changed or additional terms.

Prohibited Uses: The following list provides a number of general prohibited uses of the Services and/or Third Party Services that are violations of this AUP. Please note that the following list does not represent a comprehensive or complete list of all prohibited uses.

  1. Unlawful Activities. The Services and/or Third Party Services shall not be used in violation of any criminal, civil or administrative violation of any applicable local, state, provincial, federal, national or international law, treaty, court order, ordinance, regulation or administrative rule. This includes, but is not limited to:
    1. Child pornography
    2. Unlawful gambling activities
    3. Threats, harassment and abuse of any individual, organization or business
    4. Fraudulent activities
    5. Terrorist websites or other sites advocating human violence and hate crimes based upon religion, ethnicity or country of origin
    6. Unlawful high yield investment plans, Ponzi schemes or linking to and or advertising such schemes
  2. Pornography and Child Pornography: In particular, the Services and/or Third Party Services shall not be used to publish, submit, receive, upload, download, post, use, copy or otherwise produce, transmit, distribute or store pornography or child pornography.
  3. Unsolicited Email: The use of the Services and/or Third Party Services to send or receive mass unsolicited email (“SPAM”). This prohibition includes the direct sending and receiving of such messages, support of such messages via web page, splash page or other related sites, or the advertisement of such services. The falsifying of packet header, sender, or user information whether in whole or in part to mask the identity of the sender, originator or point of origin or knowingly deleting any author attributions, legal notices or proprietary designations or labels in a file that the Customer mails or sends.
  4. Email Bombing: The sending, return, bouncing or forwarding of email to specified user(s) in an attempt to interfere with or overflow email services.
  5. Proxy Email: The use of the Services and/or Third Party Services as a proxy email server to forward email to unrelated Third Parties.
  6. UseNet SPAM: The use of Services to send, receive, forward, or post UseNet unsolicited email or posts. This includes UseNet services located within the Nanobox network or unrelated networks of Third Parties.
  7. Hacking: The use of the Services and/or Third Party Services or hacking, attacking, gaining access to, breaching, circumventing or testing the vulnerability of the user authentication or security of any host, network, server, personal computer, network access and control devices, software or data without express authorization of the owner of the system or network.
  8. Threatening Material or Content: The Services and/or Third Party Services shall not be used to host, post, transmit, or retransmit any content or material that harasses, or threatens the health or safety of others. In addition, Nanobox reserves the right to decline to provide Services and/or Third Party Services if the content is determined by Nanobox to be obscene, indecent, hateful, malicious, racist, defamatory, fraudulent, libelous, treasonous, excessively violent or promoting the use of violence or otherwise harmful to others.
  9. Violation of Intellectual Property Rights: The Services and/or Third Party Services shall not be used to publish, submit/receive, upload/download, post, use, copy or otherwise reproduce, transmit, retransmit, distribute or store any content/material or to engage in any activity that infringes, misappropriates or otherwise violates the intellectual property rights or privacy or publicity rights of Nanobox or any other party, including but not limited to any rights protected by any copyright, patent, trademark laws, trade secret, trade dress, right of privacy, right of publicity, moral rights or other intellectual property right now known or later recognized by statute, judicial decision or regulation. Please file complaints or counter notifications related to copyright or trademark claims via electronic mail sent to legal@nanobox.io.
  10. Distribution of Malware: The storage, distribution, fabrication, or use of malware, including without limitation, virus software, root kits, password crackers, adware, key stroke capture programs and other programs normally used in malicious activity is prohibited. The use of such programs in the normal ordinary course of business, however, may be requested by Customer and approved by Nanobox on a case by case basis. Example: Security company using the Services to analyze the latest root kit for new security analysis/software.
  11. Phishing: Any activity designed to collect personal information (name, account numbers, usernames, passwords, etc.) under false pretense. Splash pages, phishing forms, email distribution, proxy email or any activity related to phishing activities may result in the immediate suspension of Customer's account.
  12. Violation of Agreements relating for Third Party Services. Any activity which violates any TPS Agreements.
  13. Denial of Service. Any activity to implement or assist in the implementation of denial of service attack. Nanobox absolutely prohibits the use of Services for the origination, propagation or control of denial of service attacks (“DoS”) or distributed denial of service attacks (“DDoS”). Customers may not utilize the Services to perform DoS or DDoS mitigation activities (such as service proxying or data scrubbing) which may result in attracting inbound denial of service attacks toward the Services. Any relation to DoS or DDoS type activity is a direct violation of Nanobox's AUP.

Reporting Violation of the Acceptable Use Policy

Nanobox accepts reports of alleged violations of this AUP via email sent to abuse@nanobox.io. Reports of alleged violations must be verified and must include the name and contact information of the complaining party, and the IP address or website allegedly in violation, and a description of the alleged violation. Unless otherwise required by law, such as the DMCA, Nanobox owes no duty to Third Parties reporting alleged violations. Nanobox will review all verified Third Party reports and will take such actions as it deems appropriate in its sole discretion.

Nanobox will comply with and respond to valid (as Nanobox determines in its sole discretion) subpoenas, warrants, and/or court orders. If permitted by applicable law or regulation, Nanobox will forward such subpoenas, warrants, and/or orders to Customer and Customer may respond; however, Nanobox reserves the right to respond to any such subpoena, warrant and/or order if it is the named party in such subpoena, warrant, and/or order.

Normal Methods of Resolution for Violations of AUP

The goal of our Normal Methods of Resolution is to mitigate service interruptions while resolving potential violations under this AUP. Our sales, support and abuse staffs are dedicated to working with the Customer in resolving potential violations, and are available via support ticket / email. The Normal Methods of Resolution below is provided for informational purposes only and forms the framework and guidance with respect to resolving potential violations. However, Nanobox reserves the right to take immediate action to address any violation of its Acceptable Use Policy at any time in its sole discretion, and you should not assume that any particular violation of the AUP will be handled as set forth below. Even for violations that are handled in accordance with these procedures, timing, order, and speed of these procedures for resolution may differ according to the degree of the violation, the nature of the violation, involvement of law enforcement, involvement of third party litigation, or other related factors.

Step 1: First alleged violation of AUP: a ticket will be generated under Nanobox to provide the Customer's master user with information regarding the potential violation of the Nanobox AUP. This is often a fact-finding email requiring further information or notifying Customer of the potential violation and the required actions to resolve the issue.

Step 2: Acknowledgment of violation of AUP: a ticket is generated under the Customer's user account with information specific to the violation. This ticket will also include any additional facts about the situation and will notify Customer of the action required to resolve the violation.

Step 3: Violation of AUP disregarded, not properly addressed, or continuing violation if a ticket has been disregarded, not properly addressed, or resolved by the Customer for a specified period of time: Nanobox engineers will turn the public network port to the specified services off. Access to the services may then be achieved through the secure private service network for Customer resolution. As soon as the violation is addressed, the public access shall be restored and service will continue as normal.

Step 4: Failure to address violation and resolve violation: if Customer fails to address the violation AND fails to resolve the violation, a suspension of services shall occur. This is a last resort for Nanobox and only results when the Customer completely fails to participate in Nanobox's resolution process. A permanent suspension of services includes reclamation of all dedicated services and the destruction of Customer's data.

Disclaimer: Nanobox retains the right, at its sole discretion, to refuse new service to any individual, group, or business. Nanobox also retains the right to discontinue service to Customers with excessive and/or multiple repeated violations.

Privacy Agreement

Nanobox considers user privacy paramount, and Nanobox utilizes great care in keeping the information of the users of the Site (including Customers) (“Users” or “You”) private and secure. To demonstrate our firm commitment to privacy, the following agreement has been created to explain our policies and procedures in relation to all data collected. In this Privacy Agreement (“PA”) we describe the information that we collect; how we use, disclose, and share your information; and how we protect your information. Capitalized terms not defined in the PA are defined in the Terms of Service. This PA does not apply to Third Party Services which are governed by their own privacy policies.

Types of Data Collected

Nanobox collects data related to our users through the following methods:

  • Automated means such as communication protocols and cookies
  • Online registration and online signup forms
  • Sales inquiries and transactions
  • Online Customer communications
  • Offline communications and interactions
  • Third party sources of information

Depending upon the method of collection and use, the data collected may include information about the User from forms, registrations and transactions (such as name, title, address, company, phone number and e-mail address), financial/transaction information (such as credit card, card verification value (cvv), and payment information), information about use of Site (such as electronic communications protocols, web pages visited, and cookies) and User preferences and privileges.

Electronic Communications Protocols and Cookies

Nanobox may receive data from you as part of the communication connection itself through the standard electronic greeting between your computer and our servers. This information often consists of network routing (where you came from), equipment information (browser type), internet protocol address, date and time. At this time our server will also query your computer to see if there are “cookies” previously set by nanobox.io to facilitate log in or other site navigation procedures. A “cookie” is a small piece of information sent by a web server to store in a web browser so it can later be read back from that browser.

Cookies

Some parts of the Site use cookies (including signup forms) to collect information about visitors' use of the Site and to facilitate return visits. The information collected from cookies is tracked to enhance security and/or to improve the functionality of the Site by avoiding duplicate data entry, facilitating navigation, and increasing the relevance of content.

Cookies on the Site may collect the following information: a unique identifier, User preferences and profile information used to personalize the content that is shown, and User information to access Nanobox's user forums. Some cookies used by nanobox.io may remain on the user's computer after they leave the Site, but the majority is set to expire within sixty (“60”) minutes. Cookies may also be of benefit to you by creating a more streamlined login process, keeping track of shopping cart additions or preserving order information between sessions. In the future, as we enable further customization of the Site, cookies will help in ensuring that information provided to you will be the most relevant to your needs.

Browsers provide you with information and control over cookies. You can set your web browser to alert you when a cookie is being used. You can also get information on the duration of the cookie and what server your data is being returned to. You then have the opportunity to accept or reject the cookie. Additionally, you can set your browser to refuse all cookies or accept only cookies returned to the originating servers. You can generally disable the cookie feature on their browser without affecting their ability to use the Site, except in some cases where cookies are used as an essential security feature or to provide functionality necessary for transaction completion.

We may also engage Third Parties to track and analyze non-personally and personally identifiable website data. To do so, we may permit Third Parties to place cookies on devices of Users of our Site. We use the data collected by such Third Parties to help us administer and improve the quality of the Site and to analyze Site usage.

By using the Nanobox Services, Customer represents and warrants that Customer is familiar and will comply with any and all state, federal, or international laws, rules, regulations, decisions, or other principles related to PII or other regulated information which is contained or stored in, processed by, or obtained by any Application or Customer Content which utilizes the Services. Customer will indemnify Nanobox, its officers, employees, shareholders, contractors, and others from and against any suit, claim, damage assessment, or other liability of any kind or sort whatsoever (including without limitation legal fees and costs), which derives in whole or in part from Customer's use of the Services to collect, process, use, store, maintain, or otherwise handle PII or other regulated information.

The Data We Collect and How We Use It

Nanobox collects data from users for the following purposes:

  • To engage in transactions for service. Name, address, email, purchase details, and credit card/payment information may be collected and stored as part of the transaction history. The majority of the data collected under this category is contact information. Nanobox may need to share some of this data (address, payment) with credit card clearing houses, banking institutions, and other similarly situated Agents, who may require the information in order to complete the transaction (as used here, “Agents” are persons or companies who act on behalf of or under the direction of Nanobox).
  • To provide future service and support. Information collected for this purpose is both contact data and information related to products and service/support requested. This information is also used to provide service, product update, and similar notices.
  • To select content, data may be collected to help create Site content and navigation that is most relevant and user friendly. This includes data collected as a result of site navigation, as well as data provided in forms.
  • To respond to user inquiries and requests for information. This data includes registrations for online newsletters, opt-in mailing lists and specific requests for further information.
  • To respond to law enforcement organizations, government officials, third parties when compelled by subpoena, court order, or applicable law, or to report or prevent suspected fraudulent or illegal activity in the use of the Services. Nanobox will notify Customer of the information request or submission as, and if, allowed.
  • To our contractors who provide services or perform functions on our behalf.
  • If we are acquired by or merged with another company, if substantially all of our assets are transferred to another company, or as part of a bankruptcy proceeding, we may transfer the information we have collected from you to another entity if applicable.
  • To better tailor marketing to User needs. We may use information from User purchases and User-specified requirements to provide you with timely and pertinent notices of Nanobox product releases and service developments that address your needs and specified requirements and/or which are similar to products and services previously purchased by the User from Nanobox.
  • To better respond to requests for service or quotes for product and equipment purchase. Nanobox will pass contact information to the appropriate Nanobox sales person, or reseller for follow-up related to Nanobox products or services.
  • As a result of your participation in interactive discussions and public forums. There are parts of the Site that permit you to participate in interactive discussions. Some of these are moderated; all are subject to access for technical reasons. Nanobox does not control the content that Users post and some may serve as public discussion forums. As in any interactive forum open to many Users, you should carefully consider whether you wish to submit data and should tailor any other content submitted accordingly.

Customer Dashboard, Customer Customization, Preferences and Opt-Out

New Customers are automatically registered for access at dashboard.nanobox.io/users/register. The Customer Dashboard allows Customers the ability to create accounts and opt in (or out) of Services and mailing lists. The Customer Dashboard provides the Customers with control over their preferences for electronic information delivery.

Nanobox has also provided the Customer's master user the ability to manage the Customer's Account Information. We maintain the data and allow the Customer's master user to update it at any time. To change this information, you must be a current Customer and login with a user ID and password and follow the prompts to “update my profile” on the Customer Dashboard. We continue to expand the profile of Services and information that you may access and update.

Please note that some email communications are not subject to general opt-out. These include communications related to downloads; communications about sales transactions; information about software updates, patches and fixes; disclosures to comply with legal requirements; and network upgrades or other related maintenance for Service.

If an individual's PII is to be (a) disclosed by Nanobox (other than as the result of an Application or Customer Content utilizing the Services) to a Third Party who is not an Agent; or (b) used by Nanobox (other than as a result of an Application or Customer Content utilizing the Services) for a purpose that is incompatible with the purpose(s) for which it was originally collected or subsequently authorized by the individual, then the individual will be notified prior to such disclosure and may opt-out of the disclosure by responding to the email and/or author of the notification, using any response method designated by Nanobox in the notification..

Security

Nanobox is concerned with the security of the data we have collected and utilizes commercially reasonable measures to prevent unauthorized access to that information. These measures include policies, procedures, employee training, physical access and technical elements relating to data access controls. In addition, Nanobox uses standard security protocols and mechanisms to facilitate the exchange and the transmission of sensitive data, such as credit card details. Nanobox does not process PII in a way that is incompatible with the purposes for which it has been collected or subsequently authorized by the individual.

In the event that PII is acquired, or is reasonably believed to have been acquired, by an unauthorized person and applicable law requires notification, Nanobox will notify the affected individual of the breach by email or ticket on the Customer Dashboard or, if Nanobox is unable to contact the individual by email or ticket on the Customer Dashboard, then by regular mail. Notice will be given promptly, consistent with the legitimate needs of law enforcement and any measures necessary for Nanobox or law enforcement to determine the scope of the breach and to ensure or restore the integrity of the data system. Nanobox may delay notification if Nanobox or a law enforcement agency determines that the notification will impede a criminal investigation, and in such case, notification will not be provided unless and until Nanobox or the agency determines that notification will not compromise the investigation.

Enforcement

Nanobox has established internal mechanisms to verify its ongoing adherence to its privacy policy. Nanobox also encourages individuals covered by this privacy policy to raise any concerns about our processing of personal information by contacting Nanobox at the address below. Nanobox will seek to resolve any concerns.

Policy Updates

If we are going to use your PII in a manner different from that stated at the time of collection, we will notify you via email. In addition, if we make any material changes in our privacy practices that do not affect the PII already stored in our database, we will notify you by email or post a prominent notice on the Customer Dashboard notifying users of the change. In some cases, when we post the notice, we will also email users who have opted to receive communications from us, notifying them of the changes in our privacy practices. We may update this policy from time to time to describe how new site features affect our use of your PII and to let you know of new control and preference features that we provide.

Contact Information and Inspection Rights

Questions, concerns or comments about this privacy policy should be addressed to:

Nanobox
C/O Legal Department
901 Pier View Drive
Suite 208
Idaho Falls, ID 83402
Email: legal@nanobox.io

If at any time you decide that you no longer desire that we hold, use, correct or supplement any of your PII, receive information regarding any PII processed in relation to you or you wish to change the manner in which your PII may be used, please let us know by contacting us as set forth above.

Contact
+1 (801) 877-9494
hello@nanobox.io
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