Terms and Conditions

These Terms and Conditions ("Terms") govern your access to and use of the NodeZro platform and services provided by NodeZro.com Ltd (Company No. 13737105), a company registered in England and Wales ("NodeZro", "we", "us", or "our").

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.

1. Definitions

In these Terms:

• "Services" means the NodeZro Namespace Command Center platform, including all associated software, applications, data, reports, and documentation.
• "Customer" means the organization or entity that has entered into a subscription agreement with NodeZro.
• "Authorized Users" means individuals authorized by Customer to access and use the Services.
• "Customer Data" means data, information, or material provided by Customer or collected through Customer's use of the Services.
• "Subscription Period" means the period during which Customer has a valid subscription to the Services.

2. Access and Use of Services

2.1 License Grant

Subject to these Terms and payment of applicable fees, NodeZro grants Customer a non-exclusive, non-transferable, revocable license to access and use the Services during the Subscription Period solely for Customer's internal business purposes.

2.2 Account Registration

To access the Services, Customer must:

• Provide accurate, current, and complete registration information
• Maintain and promptly update such information
• Maintain the security and confidentiality of account credentials
• Promptly notify NodeZro of any unauthorized use or security breach

2.3 Acceptable Use

Customer agrees to use the Services in compliance with all applicable laws and regulations and our Acceptable Use Policy. Customer shall not:

• Reverse engineer, decompile, or disassemble the Services
• Use the Services to store or transmit malicious code
• Interfere with or disrupt the integrity or performance of the Services
• Attempt to gain unauthorized access to the Services or related systems
• Use the Services for any unlawful purpose or in violation of third-party rights
• Resell, sublicense, or otherwise make the Services available to third parties

3. Fees and Payment

3.1 Subscription Fees

Customer agrees to pay all fees specified in the applicable order form or subscription agreement. Fees are stated exclusive of VAT and any other applicable taxes, which Customer shall pay in addition.

3.2 Payment Terms

Unless otherwise agreed in writing:

• Fees are payable in advance for the Subscription Period
• Payment is due within 30 days of invoice date
• Late payments may incur interest at 3% above the Bank of England base rate
• NodeZro may suspend Services for non-payment after providing 14 days' written notice

3.3 Renewals and Cancellations

Subscriptions automatically renew for successive periods equal to the initial Subscription Period unless either party provides written notice of non-renewal at least 30 days before the end of the current period. Fees paid are non-refundable except as expressly provided in these Terms.

4. Data and Privacy

4.1 Data Processing

NodeZro processes Customer Data in accordance with our Privacy Policy and applicable data protection laws, including the UK GDPR and Data Protection Act 2018.

4.2 Data Ownership

Customer retains all rights, title, and interest in Customer Data. Customer grants NodeZro a license to use Customer Data solely to provide the Services and as described in our Privacy Policy.

4.3 Data Security

NodeZro implements appropriate technical and organizational measures to protect Customer Data as described in our Security & Trust Center.

5. Intellectual Property Rights

5.1 NodeZro Ownership

NodeZro retains all rights, title, and interest in the Services, including all software, technology, documentation, and related intellectual property rights. These Terms do not grant Customer any rights except the limited license expressly stated herein.

5.2 Feedback

Customer may provide suggestions, enhancement requests, or other feedback regarding the Services. NodeZro may use such feedback without restriction or compensation to Customer.

6. Warranties and Disclaimers

6.1 Service Availability

NodeZro will use commercially reasonable efforts to make the Services available 24/7, except for: (a) planned maintenance notified in advance, and (b) force majeure events or circumstances beyond our reasonable control.

6.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

7. Limitation of Liability

7.1 Exclusions

Nothing in these Terms shall exclude or limit liability for:

• Death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• Any liability that cannot be excluded or limited under English law

7.2 Limitation

Subject to Section 7.1, NodeZro's total aggregate liability arising out of or related to these Terms, whether in contract, tort, or otherwise, shall not exceed the fees paid by Customer in the 12 months preceding the event giving rise to liability.

7.3 Consequential Damages

Subject to Section 7.1, neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or business opportunities.

8. Confidentiality

Each party agrees to maintain the confidentiality of the other party's Confidential Information and use it only as necessary to perform obligations under these Terms. This obligation survives termination for 5 years.

9. Term and Termination

9.1 Term

These Terms commence when Customer first accesses the Services and continue until all subscriptions have expired or been terminated.

9.2 Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party:

• Materially breaches these Terms and fails to cure within 30 days of written notice
• Becomes insolvent or enters into liquidation or administration

9.3 Effect of Termination

Upon termination:

• Customer's right to access the Services immediately ceases
• Customer may export Customer Data for 30 days post-termination
• NodeZro may delete Customer Data after the export period
• Sections that by their nature should survive termination shall survive

10. General Provisions

10.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles.

10.2 Jurisdiction

The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales for any dispute arising out of or relating to these Terms.

10.3 Amendments

NodeZro may modify these Terms by posting updated Terms on our website and providing notice to Customer. Continued use of the Services after such notice constitutes acceptance of the modified Terms.

10.4 Assignment

Customer may not assign these Terms without NodeZro's prior written consent. NodeZro may assign these Terms to any affiliate or successor in connection with a merger, acquisition, or sale of assets.

10.5 Entire Agreement

These Terms, together with any order forms and subscription agreements, constitute the entire agreement between the parties regarding the Services and supersede all prior agreements and understandings.

10.6 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

10.7 Waiver

No waiver of any provision of these Terms shall be deemed or shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver.

10.8 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, terrorism, riots, or government actions.

11. Contact Information

For questions about these Terms, please contact us at:

NodeZro.com Ltd
Company No. 13737105
Email: info@nodezro.com
Website: https://nodezro.com

These Terms and Conditions are effective as of January 2025 and apply to all users of NodeZro services.