Terms of Service

1. Agreement and Acceptance

These Terms of Service (the "Terms") are a legal contract between Metal Cloud, Inc. and its affiliates ("Metal Cloud", "we", "us", or "our") and you ("Customer", "User", or "you"). The Terms explain how you are permitted to use the services provided by and through our platform and website(s) located at www.metalcloud.net as well as all associated internet properties and any software that Metal Cloud provides to you (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use our Services.

2. Description of Services

Metal Cloud provides cloud infrastructure services including but not limited to:

• High-performance cloud servers and virtual machines
• Bare metal dedicated servers
• Managed Kubernetes clusters
• Cloud storage and networking solutions
• Content delivery network (CDN) services
• Related infrastructure and platform services

We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time with reasonable notice to customers.

3. Account Registration and Responsibility

3.1 Account Creation

To use our Services, you must create an account by providing accurate, current, and complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

3.2 Account Security

You agree to immediately notify us of any unauthorized use of your account or any other breach of security. We will not be liable for any losses caused by unauthorized use of your account.

3.3 Eligibility

You must be at least 18 years old and have the legal capacity to enter into these Terms. If you are using our Services on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

4. Acceptable Use Policy

You agree to use our Services in compliance with all applicable laws and regulations and in a manner consistent with these Terms. You may not use our Services for any illegal, harmful, fraudulent, infringing, or offensive purposes, including but not limited to:

• Hosting or distributing malicious software, viruses, or malware
• Conducting illegal activities or facilitating criminal behavior
• Infringing on intellectual property rights of others
• Sending spam or unsolicited commercial communications
• Mining cryptocurrency without explicit authorization
• Launching denial-of-service attacks or network intrusions
• Hosting content that violates applicable laws or regulations
• Using our Services to harm minors in any way

5. User Content and Data

5.1 Ownership

You retain all rights, title, and interest in and to your content, data, and applications ("User Content") that you store, process, or transmit using our Services. Metal Cloud does not claim any ownership rights in your User Content.

5.2 License for Service Provision

You grant Metal Cloud a limited, non-exclusive license to access, store, process, and transmit your User Content solely as necessary to provide the Services to you. This license terminates when you remove your User Content from our Services or terminate your account.

5.3 Data Security and Backup

While we implement industry-standard security measures, you are responsible for maintaining backups of your User Content. We recommend implementing redundant backup strategies for critical data.

6. Billing and Payment

6.1 Billing Model

Our Services are billed on an hourly basis unless otherwise specified. You will be charged for the actual usage of our Services based on our published pricing schedule.

6.2 Payment Terms

Payment is due in advance for prepaid services or within 30 days of invoice date for post-paid services. Failure to pay may result in suspension or termination of Services.

6.3 Taxes and Fees

You are responsible for all taxes, duties, and fees associated with your use of our Services. Prices are exclusive of applicable taxes unless otherwise stated.

6.4 Refunds

Generally, we do not provide refunds for used Services. However, we may provide credits for qualifying service outages as described in our Service Level Agreement.

7. Service Level Agreement

We strive to provide reliable Services with high availability. Our Service Level Agreement (SLA) guarantees:

• 99.9% uptime for our infrastructure services
• Network availability guarantees
• Credit remedies for qualifying outages

The SLA applies only to our infrastructure and does not cover issues caused by your applications, configurations, or third-party services.

8. Intellectual Property

8.1 Our IP Rights

Metal Cloud retains all rights, title, and interest in our Services, software, trademarks, and other intellectual property. You may not copy, modify, distribute, or create derivative works of our intellectual property.

8.2 Respect for Third-Party Rights

You agree not to use our Services in a way that infringes on the intellectual property rights of others. We respond to valid DMCA takedown notices and may suspend accounts that repeatedly infringe on intellectual property rights.

9. Privacy and Data Protection

Your privacy is important to us. Our collection and use of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. We comply with applicable data protection laws including GDPR, CCPA, and other regional privacy regulations.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, METAL CLOUD SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM YOUR USE OF OUR SERVICES.

Our total liability to you for all claims arising from or relating to these Terms or our Services shall not exceed the amount you paid to us in the twelve (12) months preceding the claim.

11. Indemnification

You agree to defend, indemnify, and hold Metal Cloud harmless from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorney's fees, arising out of or in any way connected with:

• Your use of our Services
• Your violation of these Terms
• Your User Content
• Your violation of any rights of another party

12. Suspension and Termination

12.1 Suspension

We may suspend your access to our Services immediately if you violate these Terms, pose a security risk, or if we are required to do so by law or to protect our infrastructure.

12.2 Termination

Either party may terminate this agreement at any time with reasonable notice. Upon termination, your access to Services will cease, and you must retrieve your data within 30 days.

12.3 Effect of Termination

Upon termination, all rights and obligations under these Terms will cease, except for sections that by their nature should survive termination.

13. Dispute Resolution

13.1 Informal Resolution

Before initiating formal legal proceedings, we encourage you to contact us to seek informal resolution of any disputes.

13.2 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions.

13.3 Jurisdiction

Any legal action or proceeding arising under these Terms will be brought exclusively in the federal or state courts located in San Francisco, California.

14. General Provisions

14.1 Modifications

We may modify these Terms at any time by posting the updated Terms on our website. Continued use of our Services after such modifications constitutes acceptance of the updated Terms.

14.2 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.

14.3 Waiver

Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

14.4 Entire Agreement

These Terms, along with our Privacy Policy and any applicable Service Level Agreements, constitute the entire agreement between you and Metal Cloud regarding our Services.