Terms of Service

1.1 Definitions. In these Terms of Service, unless the context otherwise requires:

1.2 Interpretation. References to statutes, regulations, or other legal authorities include any amendments, replacements, or successors thereto. Headings are for convenience only and do not affect the interpretation of this Agreement.

2.1 Binding Agreement. By accessing, using, registering for, or ordering our Services, you acknowledge that you have read, understood, and agree to be legally bound by this Agreement, our Acceptable Use Policy, Privacy Policy, and Service Level Agreement.

2.2 Legal Capacity and Authority. You represent and warrant that: (a) you have the legal capacity and authority to enter into this Agreement; (b) if you are acting on behalf of a legal entity, you are duly authorized to bind such entity to this Agreement; (c) your execution of this Agreement has been duly authorized by all necessary corporate or organizational action; and (d) your use of the Services will not violate any applicable laws, regulations, or third-party rights.

2.3 Order Acceptance. All service orders are subject to our acceptance in our sole discretion. We reserve the right to refuse service to any prospective customer for any reason, including but not limited to credit verification failures, compliance concerns, capacity limitations, or incompatibility with our business practices.

2.4 Electronic Signatures. You agree that electronic signatures, contracts, orders, and other records, and electronic delivery of notices, policies, and records of transactions initiated or completed through our Services are legally binding and enforceable.

3.1 Service Description. RAVNIX LLC provides cloud hosting infrastructure, dedicated server hosting, colocation services, and related technical support services as specifically described in your service order, statement of work, or service agreement ("Service Order").

3.2 Service Modifications. We reserve the right to modify, enhance, suspend, or discontinue any Service or feature thereof with thirty (30) days' prior written notice to affected customers, except in cases of: (a) emergency maintenance; (b) security threats or vulnerabilities; (c) legal or regulatory requirements; or (d) third-party service provider discontinuation, where immediate action may be necessary.

3.3 Service Level Agreement. Our Service Level Agreement ("SLA"), as published on our website and incorporated herein by reference, sets forth our uptime commitments, performance standards, and remedies for qualifying service interruptions.

3.4 Third-Party Dependencies. Certain Services may depend on third-party infrastructure, software, or service providers. We shall not be liable for any failures, interruptions, or performance issues arising from third-party services beyond our reasonable control.

3.5 Beta Services. We may offer certain Services in beta, preview, or experimental form ("Beta Services"). Beta Services are provided "AS IS" without warranties and may be subject to additional terms and conditions.

4.1 Account Registration and Information. You must provide accurate, current, and complete information during the registration process and promptly update such information to maintain its accuracy throughout the term of this Agreement. You acknowledge that we may rely on such information for billing, legal compliance, and service provision purposes.

4.2 Account Security and Access Control. You are solely responsible for: (a) maintaining the confidentiality and security of your account credentials, passwords, and access keys; (b) all activities that occur under your account, whether authorized or unauthorized; (c) immediately notifying us of any suspected unauthorized access or security breach; and (d) implementing and maintaining appropriate security measures for your systems, applications, and data.

4.3 Compliance Obligations. You agree to comply with: (a) all applicable federal, state, local, and international laws and regulations; (b) our Acceptable Use Policy; (c) all applicable third-party software license terms; (d) industry standards and best practices applicable to your use of the Services; and (e) any additional terms specified in your Service Order.

4.4 Content Responsibility and Rights. You are solely responsible for all Content uploaded, transmitted, stored, or processed using our Services. You represent and warrant that you have all necessary rights, licenses, and permissions to use such Content and that such Content does not infringe any third-party intellectual property rights or violate any applicable laws.

4.5 Prohibited Activities. You shall not, and shall not permit others to: (a) use the Services for any unlawful purpose or in violation of this Agreement; (b) interfere with or disrupt the Services or servers or networks connected to the Services; (c) attempt to gain unauthorized access to any portion of the Services or any other systems or networks; (d) reverse engineer, decompile, or disassemble any software provided as part of the Services.

5.1 Payment Obligations. Services are billed in advance on monthly, quarterly, semi-annual, or annual terms as specified in your Service Order. All fees and charges are due and payable within seven (7) days of the invoice date unless otherwise agreed to in writing in a separate payment agreement.

5.2 Late Payment and Interest. Any amounts not paid when due shall bear interest at the rate of one and one-half percent (1.5%) per month (eighteen percent (18%) per annum) or the maximum rate permitted by applicable law, whichever is less. We may suspend Services for any account that is more than ten (10) days past due.

5.3 Taxes and Governmental Charges. All fees and charges are exclusive of all federal, state, local, and foreign taxes, duties, tariffs, and other governmental charges (collectively, "Taxes"), all of which you are solely responsible for paying. If we are required by law to collect or pay any Taxes, such amounts will be invoiced to and paid by you.

5.4 Refund Policy. Except as specifically provided in our SLA or as required by applicable law, all fees and charges are non-refundable. Setup fees, installation charges, custom configuration fees, and professional services fees are non-refundable under all circumstances.

5.5 Price Changes. We may modify our pricing and fee structure at any time with thirty (30) days' prior written notice to affected customers. Continued use of the Services after the effective date of any price change constitutes acceptance of the new pricing.

5.6 Disputed Charges. Any disputes regarding charges must be reported to us in writing within sixty (60) days of the invoice date. Failure to dispute charges within this period constitutes acceptance of such charges.

6.1 Data Processing and Privacy. We process personal data in accordance with applicable privacy laws, including but not limited to the California Consumer Privacy Act (CCPA), the Colorado Privacy Act (CPA), and the General Data Protection Regulation (GDPR), and our Privacy Policy, which is incorporated herein by reference.

6.2 Customer Data Ownership and Control. You retain all right, title, and interest in and to your Content and data. We will not access, use, modify, or disclose your Content except: (a) as necessary to provide the Services; (b) as required by applicable law or legal process; (c) to protect our rights, property, or safety; or (d) with your explicit written consent.

6.3 Data Security Measures. We implement and maintain reasonable technical, administrative, and physical safeguards designed to protect the security, confidentiality, and integrity of your data. However, no security measures are perfect, and we cannot guarantee absolute security against all threats.

6.4 Data Backup and Recovery. While we may perform system backups for our own operational purposes, you are solely responsible for implementing and maintaining your own data backup and disaster recovery procedures. We shall not be liable for any data loss, corruption, or unavailability regardless of the cause.

6.5 Data Breach Notification. In the event of a security incident that may affect your data, we will notify you in accordance with applicable law and our internal security incident response procedures.

7.1 RAVNIX Intellectual Property. All intellectual property rights in and to the Services, including but not limited to software, hardware configurations, documentation, trademarks, service marks, logos, and proprietary methodologies, remain the exclusive property of RAVNIX LLC or our licensors. No rights are granted to you except as expressly set forth in this Agreement.

7.2 Customer Content License. You retain all intellectual property rights in your Content. By using our Services, you grant RAVNIX LLC a limited, non-exclusive, royalty-free license to host, store, transmit, and process your Content solely as necessary to provide the Services to you.

7.3 Intellectual Property Indemnification. You agree to defend, indemnify, and hold harmless RAVNIX LLC from and against any claims, damages, losses, and expenses arising from allegations that your Content or your use of the Services infringes or violates any third-party intellectual property rights.

7.4 DMCA Compliance. We comply with the Digital Millennium Copyright Act (DMCA) and will respond to valid takedown notices in accordance with applicable law. Our DMCA policy is available on our website.

8.1 Service Warranties. RAVNIX LLC warrants that the Services will be performed in a professional and workmanlike manner in accordance with industry standards. This warranty is subject to the terms and conditions of our SLA.

8.2 DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. RAVNIX LLC SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

8.3 LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RAVNIX LLC'S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO RAVNIX LLC FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

8.4 EXCLUSION OF CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL RAVNIX LLC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER OR NOT RAVNIX LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.5 Force Majeure. RAVNIX LLC shall not be liable for any delay or failure to perform resulting from causes beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, government actions, or failures of third-party telecommunications or internet infrastructure.

9.1 Customer Indemnification Obligations. You agree to defend, indemnify, and hold harmless RAVNIX LLC, its affiliates, subsidiaries, officers, directors, employees, agents, and representatives from and against any and all third-party claims, demands, actions, damages, losses, costs, liabilities, and expenses (including reasonable attorneys' fees and court costs) arising from or related to:

9.2 Indemnification Procedures. RAVNIX LLC will: (a) promptly notify you in writing of any claim subject to indemnification; (b) give you sole control of the defense and settlement of such claim; and (c) provide reasonable cooperation in the defense of such claim. You may not settle any claim without RAVNIX LLC's prior written consent if such settlement would impose any obligation on RAVNIX LLC.

10.1 Term. This Agreement commences on the date you first access or use the Services and continues until terminated in accordance with the provisions hereof. Individual Service Orders may have specific terms as set forth therein.

10.2 Termination for Convenience. Either party may terminate this Agreement or any Service Order for any reason with thirty (30) days' prior written notice to the other party. You remain liable for all charges incurred through the effective date of termination.

10.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice; (b) becomes insolvent, makes an assignment for the benefit of creditors, or files for bankruptcy protection.

10.4 Immediate Termination and Suspension. RAVNIX LLC may immediately terminate or suspend your access to the Services without prior notice if: (a) you fail to pay any amounts due; (b) you violate our AUP; (c) you engage in illegal activities; (d) your use of the Services poses a security risk or threatens the stability of our infrastructure.

10.5 Effect of Termination. Upon termination: (a) your right to access and use the Services immediately ceases; (b) you remain liable for all charges incurred through the termination date; (c) we may delete your Content after a reasonable retention period; (d) all provisions that by their nature should survive termination shall continue in effect.

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

11.2 Jurisdiction and Venue. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in Denver County, Colorado. Each party hereby consents to the personal jurisdiction of such courts and waives any objection to venue therein.

11.3 Dispute Resolution Process. Before initiating any legal proceedings, the parties agree to attempt to resolve any dispute through good faith negotiations for a period of thirty (30) days. If such negotiations are unsuccessful, disputes may be submitted to binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association.

11.4 Class Action Waiver. You agree that any dispute resolution proceeding will be conducted only on an individual basis and not in a class, consolidated, or representative action.