Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer", "User", "you", or "your") and NexNodo Inc., a Delaware corporation ("NexNodo", "we", "our", or "us"), governing your access to and use of the NexNodo platform, website, APIs, marketplace, infrastructure orchestration services, cloud services, AI infrastructure services, applications, and related products and services (collectively, the "Services").

By accessing or using the Services, you acknowledge that you have read, understood, and agreed to be bound by these Terms. If you are using the Services on behalf of a company, organization, or other legal entity, you represent and warrant that you have authority to bind such entity to these Terms.

If you do not agree to these Terms, you may not access or use the Services.

1. Scope of Services

NexNodo operates a distributed cloud infrastructure orchestration and marketplace platform that enables Customers to provision and consume cloud infrastructure resources from independent infrastructure providers and data center partners through a unified orchestration and billing environment.

The Services may include virtual private servers, Kubernetes clusters, GPU infrastructure, storage services, AI infrastructure, AI inference systems, orchestration services, deployment automation, Marketplace applications, MCP servers, integrations, APIs, networking services, observability tooling, and related infrastructure functionality.

NexNodo additionally operates a Marketplace that may enable Customers to deploy, access, subscribe to, or integrate with third-party software, applications, connectors, MCP servers, deployment templates, infrastructure integrations, and AI-related services provided by independent Vendors or third parties.

NexNodo acts primarily as a cloud orchestration provider, infrastructure marketplace operator, provisioning and billing platform, and deployment automation provider. Except where explicitly stated otherwise, NexNodo does not own or operate third-party infrastructure resources, third-party applications, or Vendor software made available through the Services.

Infrastructure resources provisioned through the Services may be operated by independent Infrastructure Providers and may be subject to separate operational limitations, geographic restrictions, service levels, maintenance schedules, and infrastructure-specific conditions outside NexNodo's direct control.

2. Account Registration and Eligibility

Access to certain Services requires creation of an account ("Account"). Customers may register through email/password authentication or through supported third-party authentication providers including Google, GitHub, GitLab, or other supported identity providers.

You agree to provide accurate, current, and complete registration information and to maintain such information in an accurate and up-to-date manner. You are solely responsible for safeguarding account credentials, restricting unauthorized access to your Account, and all activities occurring under your Account.

You must immediately notify NexNodo of any unauthorized use of your Account, compromise of credentials, or suspected security incident relating to your Account.

You may not create fraudulent accounts, impersonate any individual or entity, circumvent account restrictions, create accounts for sanctioned individuals or entities, or otherwise use the Services in violation of applicable law.

By using the Services, you represent and warrant that you are at least eighteen (18) years of age, legally capable of entering binding agreements, and authorized to use the Services under applicable law.

The Services may not be used by individuals or entities subject to sanctions, export restrictions, or other legal prohibitions under United States law or applicable international regulations.

3. Platform Access and Infrastructure Provisioning

The Services may enable Customers to provision and manage infrastructure resources including compute infrastructure, GPU infrastructure, Kubernetes clusters, AI infrastructure, networking services, storage systems, orchestration systems, deployment environments, AI runtimes, AI agents, MCP servers, and related infrastructure functionality.

Availability of infrastructure resources may vary based on infrastructure provider capacity, geographic availability, hardware inventory, networking conditions, operational limitations, maintenance windows, outages, third-party dependencies, or other factors.

NexNodo does not guarantee uninterrupted access to any specific infrastructure provider, hardware type, geographic region, GPU model, compute configuration, storage environment, networking path, or Marketplace application.

Customers acknowledge that infrastructure services may be impacted by hardware failures, network disruptions, maintenance activities, denial-of-service attacks, software vulnerabilities, internet outages, force majeure events, Vendor failures, infrastructure provider limitations, or other operational events outside NexNodo's reasonable control.

NexNodo reserves the right to modify, suspend, restrict, limit, or discontinue portions of the Services, infrastructure availability, Marketplace functionality, or platform capabilities at any time.

3.1 — Billing and Provisioning Treatment

Customers acknowledge that certain Services may be offered using prepaid monthly commercial treatment.

For applicable Services, NexNodo may require successful payment authorization and may charge the full estimated billing-period amount prior to provisioning, deployment, activation, resource reservation, or continued operation of infrastructure resources.

Infrastructure consumption may be measured using runtime calculations, operational telemetry, deployment lifecycle events, hourly measurement methodologies, or equivalent commercially reasonable operational systems as further described in the NexNodo Billing Policy.

Eligible early service termination events may qualify for refund treatment pursuant to the NexNodo Refund Policy.

4. Marketplace Services and Third-Party Software

The Marketplace may contain open-source software, proprietary software, Vendor applications, deployment templates, connectors, integrations, databases, observability tooling, AI services, automation systems, middleware, MCP servers, infrastructure integrations, and related third-party functionality.

Marketplace applications and Vendor software may be governed by separate license agreements, Vendor terms, open-source licenses, proprietary licensing terms, or additional service-specific agreements applicable to such software or services.

Customers acknowledge that NexNodo does not generally own, control, maintain, support, warrant, or guarantee third-party Marketplace applications or Vendor software unless explicitly stated otherwise.

Use of Marketplace applications, connectors, MCP servers, AI systems, or third-party integrations is at Customer's own risk.

NexNodo may remove, suspend, restrict, disable, or modify Marketplace offerings at any time for operational, legal, licensing, security, or business reasons.

5. Open-Source Software

Certain Marketplace applications or Services may include software licensed under open-source licenses including, without limitation, MIT, Apache 2.0, GPL, AGPL, BSD, MPL, or similar licenses.

Customers are solely responsible for understanding and complying with applicable open-source license obligations associated with software deployed through the Services.

NexNodo primarily provides orchestration, deployment automation, infrastructure provisioning, and Marketplace functionality and does not transfer ownership rights relating to third-party open-source software.

Nothing in these Terms shall be interpreted as modifying or superseding rights granted under applicable open-source licenses.

6. Vendor Services

Independent Vendors may publish applications, connectors, integrations, MCP servers, deployment templates, AI services, or related software through the Marketplace.

NexNodo does not guarantee Vendor software functionality, uptime, security, operational continuity, support availability, compatibility, legal compliance, or intellectual property rights associated with Vendor offerings.

Vendors remain solely responsible for their applications, software, licensing obligations, intellectual property rights, support obligations, security practices, and legal compliance.

NexNodo disclaims liability arising from Vendor conduct, Vendor software, Vendor outages, Vendor intellectual property claims, Vendor security incidents, or Vendor operational failures.

7. Customer Workloads and Responsibilities

Customers retain ownership of Customer Workloads and Services Content deployed, hosted, processed, or managed through the Services.

Customers remain solely responsible for workloads, hosted applications, deployments, containers, AI prompts, generated outputs, datasets, clusters, networking configurations, access permissions, APIs, storage environments, encryption configurations, infrastructure security, compliance obligations, backup management, disaster recovery processes, and operational management of Customer environments.

Customers are responsible for maintaining appropriate backups, redundancy, disaster recovery procedures, security controls, and access management practices.

NexNodo does not guarantee preservation, recoverability, integrity, availability, or retention of Customer data or workloads.

Customers are solely responsible for ensuring lawful processing and possession of all necessary rights, authorizations, permissions, and legal bases associated with Customer Workloads and Services Content.

8. AI Services

The Services may include AI-related infrastructure, inference systems, AI orchestration functionality, LLM deployment capabilities, AI agents, MCP integrations, automation tooling, and generative AI functionality.

AI-generated outputs may contain inaccuracies, incomplete information, biased outputs, non-unique content, unintended results, hallucinations, or operational errors. Customers remain solely responsible for evaluating, validating, and reviewing outputs generated through AI-related Services.

Customers are solely responsible for prompts, datasets, generated outputs, automation workflows, AI agent actions, MCP integrations, and compliance with applicable AI, privacy, cybersecurity, export control, and intellectual property laws relating to use of AI Services.

NexNodo disclaims liability arising from AI-generated outputs, AI system behavior, AI agent activity, automation workflows, or Customer use of AI-related Services.

9. Acceptable Use

Customers may not use the Services to engage in unlawful, abusive, fraudulent, harmful, or unauthorized activity.

Prohibited activities include, without limitation, distribution of malware, phishing, denial-of-service attacks, unauthorized intrusion, credential theft, distribution of illegal content, violation of export laws, intellectual property infringement, abuse of AI systems, spam distribution, unauthorized cryptocurrency mining, abuse of GPU resources, deployment of malicious automation systems, unauthorized scanning, or activity that threatens the security, integrity, reliability, or operation of the Services or third-party infrastructure.

NexNodo reserves the right to investigate suspected violations, monitor platform activity for abuse prevention and security purposes, remove content, suspend Services, restrict workloads, terminate Accounts, cooperate with law enforcement, or take other actions deemed reasonably necessary to protect the Services, Customers, Vendors, Infrastructure Providers, or NexNodo's operations.

10. Billing and Payments

Customers agree to pay all applicable fees, charges, and commercial amounts associated with use of the Services.

Fees may include, without limitation:

• infrastructure usage fees;
• compute fees;
• GPU infrastructure fees;
• Kubernetes fees;
• storage fees;
• networking fees;
• Marketplace-related infrastructure fees;
• deployment fees;
• AI infrastructure fees;
• subscription charges;
• platform fees;
• support fees;
• runtime-based charges;
• monthly prepaid charges;
• or equivalent charges associated with the Services.

The Services may be offered using prepaid monthly billing treatment, runtime-based infrastructure measurement, subscription billing models, enterprise commercial arrangements, consumption-based pricing frameworks, or equivalent billing models designated by NexNodo from time to time.

For applicable Services, NexNodo may charge the full estimated monthly amount associated with selected infrastructure resources, subscriptions, deployments, Marketplace-related infrastructure usage, or equivalent purchased offerings at checkout or prior to provisioning, deployment, activation, resource reservation, or continued operation of Services.

Payments are processed through third-party payment processors including Stripe and equivalent payment providers designated by NexNodo from time to time.

By using paid Services, Customers authorize NexNodo and its payment providers to:

• process payments;
• capture charges;
• process recurring transactions where applicable;
• issue invoices;
• verify payment methods;
• collect applicable taxes;
• recover unpaid balances;
• perform fraud screening;
• conduct billing adjustments;
• process eligible refunds;
• and perform equivalent payment-related operations associated with the Services.

Infrastructure consumption may be measured using operational telemetry, deployment lifecycle records, provisioning timestamps, activation timing, runtime measurements, termination events, hourly billing increments, commercially reasonable rounding methodologies, or equivalent operational billing systems implemented by NexNodo.

Unless expressly stated otherwise within applicable pricing materials, enterprise agreements, commercial schedules, or service descriptions, partial runtime periods entering a new billing hour may be rounded upward to the next full hour for billing calculations, reconciliation, early termination treatment, refund calculations, or equivalent commercial treatment.

Where a Customer terminates, deletes, cancels, deactivates, or otherwise stops using an eligible prepaid monthly Service prior to expiration of the applicable billing period, NexNodo may calculate actual billable runtime consumption and determine eligible refund treatment pursuant to the NexNodo Refund Policy.

Eligible refunds may be processed automatically through Stripe or equivalent payment processors using the original payment method where commercially feasible.

Unless otherwise specified by NexNodo, applicable pricing materials, enterprise agreements, or the NexNodo Refund Policy, fees become payable in accordance with the commercial terms applicable to the relevant Services.

NexNodo may suspend, restrict, terminate, or refuse Services for:

• non-payment;
• failed payment processing;
• payment authorization failures;
• chargeback exposure;
• fraud prevention purposes;
• sanctions screening outcomes;
• excessive commercial risk exposure;
• billing disputes;
• or violations of applicable payment or platform policies.

Customers remain responsible for taxes, duties, VAT, GST, withholding taxes, governmental charges, and equivalent fiscal obligations associated with use of the Services, excluding taxes imposed solely on NexNodo's net income.

11. Service Levels and Availability

Availability targets and operational commitments may be described in separate Service Level Agreements ("SLAs") where applicable.

Infrastructure availability may be impacted by infrastructure provider failures, Vendor outages, hardware issues, networking disruptions, maintenance windows, force majeure events, internet failures, cybersecurity incidents, software vulnerabilities, third-party service interruptions, or operational limitations outside NexNodo's reasonable control.

SLAs may vary across infrastructure providers, Marketplace applications, AI services, Vendors, or specific service offerings.

Unless explicitly stated otherwise in a separate SLA, NexNodo does not guarantee uninterrupted or error-free operation of the Services.

12. Security

NexNodo implements commercially reasonable administrative, technical, organizational, and operational security measures intended to protect the integrity, confidentiality, availability, and security of the Services.

Such measures may include monitoring systems, access controls, authentication systems, logging systems, infrastructure isolation mechanisms, encryption technologies, vulnerability management practices, and operational security procedures.

However, Customers acknowledge that no infrastructure environment, software platform, network, or security system can guarantee absolute security or uninterrupted availability.

Customers remain solely responsible for securing workloads, applications, APIs, credentials, infrastructure configurations, access permissions, encryption keys, networking policies, and deployment environments associated with Customer use of the Services.

13. Third-Party Services

The Services may integrate with third-party APIs, cloud providers, Infrastructure Providers, Vendors, authentication providers, AI providers, payment providers, external platforms, or related third-party services.

NexNodo does not control and is not responsible for third-party outages, Vendor conduct, API failures, infrastructure provider failures, third-party security incidents, or third-party operational practices.

Use of third-party services may be subject to separate terms and policies maintained by the applicable third parties.

14. Intellectual Property

NexNodo and its licensors retain all rights, title, and interest in and to the Platform, orchestration systems, APIs, Marketplace infrastructure, documentation, software, branding, trademarks, proprietary technologies, operational systems, and related intellectual property associated with the Services.

Except as expressly provided in these Terms, no ownership rights or intellectual property rights are transferred to Customers.

Customers grant NexNodo limited rights necessary to host, process, transmit, orchestrate, deploy, secure, and operate Customer Workloads and Services Content solely for purposes of providing the Services.

15. Feedback

Customers grant NexNodo a perpetual, irrevocable, worldwide, royalty-free, sublicensable right to use, modify, incorporate, publish, commercialize, and otherwise utilize feedback, recommendations, suggestions, or ideas provided relating to the Services without restriction or compensation.

16. Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEXNODO DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, DATA ACCURACY, SECURITY, RELIABILITY, AVAILABILITY, OR UNINTERRUPTED OPERATION.

NEXNODO DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, SECURE, UNINTERRUPTED, FREE OF HARMFUL COMPONENTS, OR SUITABLE FOR ANY PARTICULAR PURPOSE.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEXNODO SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, SECURITY INCIDENTS, LOSS OF GOODWILL, THIRD-PARTY FAILURES, AI OUTPUTS, OR INFRASTRUCTURE OUTAGES.

NEXNODO'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO NEXNODO DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

18. Indemnification

Customers agree to defend, indemnify, and hold harmless NexNodo, its affiliates, officers, employees, contractors, Infrastructure Providers, Vendors, and partners from claims, liabilities, damages, losses, costs, and expenses arising out of or relating to Customer Workloads, AI misuse, unlawful activity, export violations, intellectual property infringement, Vendor disputes, third-party claims, security incidents caused by Customer activity, or violations of these Terms.

19. Confidentiality

Customers agree not to disclose non-public information relating to NexNodo infrastructure architecture, operational systems, pricing, security systems, APIs, beta features, deployment systems, technical documentation, or proprietary operational information without NexNodo's prior written consent.

20. Beta Services

Certain Services or features may be identified as beta, preview, experimental, or early access offerings.

Beta Services may contain errors, operational instability, incomplete functionality, security vulnerabilities, or interruptions and may be modified or discontinued at any time without notice.

Unless explicitly stated otherwise, SLAs do not apply to Beta Services.

21. Suspension and Termination

NexNodo may suspend, restrict, or terminate access to the Services for violations of these Terms, security risks, fraud prevention purposes, non-payment, abuse, legal compliance requirements, operational necessity, Vendor disputes, infrastructure misuse, or other activities that may expose NexNodo, Infrastructure Providers, Vendors, or Customers to operational, legal, or security risk.

Customers may terminate their Accounts subject to outstanding billing obligations, active subscriptions, contractual commitments, or applicable service-specific termination requirements.

22. Export Compliance

Customers agree to comply with all applicable United States export laws, sanctions regulations, trade restrictions, and international compliance requirements relating to use of the Services.

Customers may not use the Services in restricted jurisdictions, for prohibited end uses, or in connection with sanctioned individuals, entities, or activities.

23. Privacy

Use of the Services is subject to the NexNodo Privacy Policy.

24. Changes to the Services and Terms

NexNodo may modify, suspend, restrict, discontinue, or update the Services, Marketplace functionality, infrastructure offerings, operational systems, or portions of the Platform at any time.

NexNodo may revise these Terms periodically to reflect operational, legal, technical, regulatory, or business changes.

Continued use of the Services following publication of revised Terms constitutes acceptance of the updated Terms.

25. Incorporated Policies and Supplemental Terms

The Services may be governed by additional policies, operational rules, commercial terms, technical standards, Marketplace terms, security requirements, and supplemental legal documents designated by NexNodo from time to time.

The following policies, where applicable, are incorporated into and form part of these Terms:

• Billing Policy;
• Refund Policy;
• Marketplace Terms;
• Third-Party Application Terms;
• Open Source Software Policy;
• MCP / Connector Publishing Terms;
• Acceptable Use Policy;
• AI Acceptable Use Policy;
• Privacy Policy;
• Security Policy;
• Customer Service Level Agreement;
• Data Processing Agreement;
• and equivalent NexNodo policies designated by NexNodo from time to time.

Certain Services, Marketplace functionality, infrastructure products, AI infrastructure offerings, third-party integrations, MCP functionality, enterprise arrangements, or equivalent offerings may additionally be subject to service-specific terms, Order Forms, Commercial Schedules, Enterprise Agreements, Marketplace listings, or equivalent supplemental terms.

Customer use of the Services constitutes agreement to the applicable NexNodo policy framework.

26. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law principles.

Any dispute arising out of or relating to these Terms or the Services shall be resolved through binding arbitration in Delaware, except where prohibited by applicable law.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CUSTOMERS WAIVE ANY RIGHT TO PARTICIPATE IN CLASS ACTIONS OR CLASS-WIDE PROCEEDINGS.

27. Contact Information

NexNodo Inc.
2810 N Church St
STE 88715
Wilmington, DE 19802
United States

Email: support@nexnodo.com

Website: https://www.nexnodo.com