The agreement between us and you.

01 — Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and Nubis Cloud, Inc. ("Nubis," "we," "us," or "our") governing your access to and use of all Nubis infrastructure services, APIs, control panel, documentation, and related software (collectively, "Services").

By creating an account, accessing our Services, or clicking "I agree," you represent that: (a) you have read and understood these Terms; (b) you are at least 18 years old or the age of majority in your jurisdiction; (c) if you are accepting on behalf of an organization, you have authority to bind that organization.

02 — Description of Services

Nubis provides cloud infrastructure services including, but not limited to:

• Bare-Metal Compute: Dedicated physical and virtual server instances with direct hardware access
• Managed Kubernetes: Fully managed Kubernetes clusters with automated control plane operations
• App Platform: Git-connected serverless and container deployment platform
• Managed Databases: Hosted PostgreSQL, MySQL, and Redis clusters with automated backups and high availability
• Cloud Firewalls: Network-level stateful packet filtering and DDoS mitigation
• Global Edge DNS: Anycast DNS resolution, domain registration, and record management
• Object and Block Storage: S3-compatible object storage and persistent block volumes

Nubis reserves the right to modify, suspend, or discontinue any aspect of the Services at any time with reasonable notice.

03 — Account Registration and Security

3.1 Account Creation

To use our Services, you must create an account and provide accurate, complete, and current 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:

• Use a strong, unique password for your Nubis account
• Enable two-factor authentication (2FA) for your account
• Notify us immediately of any unauthorized access at security@usenubis.com
• Not share your account credentials with third parties
• Not use automated means to create accounts (bots, scripts)

3.3 Authorized Users

You may grant access to your account to team members and employees. You are responsible for ensuring all authorized users comply with these Terms. You are liable for all actions taken by authorized users under your account.

04 — Acceptable Use Policy

You agree to use our Services only for lawful purposes and in accordance with these Terms. You must not use our Services to:

4.1 Prohibited Activities

• Violate any applicable local, national, or international law or regulation, including export control and sanctions laws
• Launch, facilitate, or participate in any form of cyberattack, including distributed denial-of-service (DDoS) attacks, port scanning, or unauthorized intrusion attempts
• Send unsolicited bulk email (spam) or engage in any activity that violates the CAN-SPAM Act, CASL, or equivalent regulations
• Host, distribute, or transmit malware, viruses, ransomware, spyware, or any other malicious software
• Mine cryptocurrency without explicit disclosure and compliance with our resource usage policies
• Host child sexual abuse material (CSAM) or any content that sexually exploits minors
• Circumvent any technical, geographic, or access restrictions imposed by Nubis
• Resell Nubis infrastructure services without entering into a formal reseller agreement
• Engage in activities that materially degrade the performance or availability of our infrastructure for other customers

4.2 Resource Usage

You are responsible for all usage of the Services under your account. You agree not to consume resources in a manner that is fraudulent, abusive, or that unreasonably impacts other customers. Nubis may implement fair use policies and rate limiting to protect infrastructure integrity.

4.3 Enforcement

Nubis reserves the right to suspend or terminate accounts that violate this Acceptable Use Policy, with or without prior notice, depending on the severity of the violation. We will generally attempt to provide notice and an opportunity to remedy before termination, except in cases of severe violations (e.g., malware distribution, CSAM, active cyberattacks).

05 — Payment and Billing

5.1 Pricing and Fees

Current pricing for all Services is available at usenubis.com/pricing. All prices are in USD unless otherwise stated. We support payment in Nigerian Naira (NGN), Kenyan Shilling (KES), Ghanaian Cedi (GHS), South African Rand (ZAR), Euro (EUR), and British Pound (GBP) at applicable exchange rates.

5.2 Billing Cycle

Most Services are billed on a monthly basis. Usage-based resources (bandwidth, storage overages) are calculated daily and billed at the end of each billing period. All charges are due on the billing date.

5.3 Payment Methods

We accept major credit and debit cards, bank transfers, and regional payment methods including Paystack for Nigerian customers. By providing payment information, you authorize us to charge the applicable fees.

5.4 Failed Payments

If a payment fails, we will retry the charge. If payment is not received within 7 days of the due date, we may suspend your Services. Services suspended for non-payment for more than 14 days may be terminated, and your data may be permanently deleted.

5.5 Refunds

Nubis operates on a pay-as-you-go model. We do not offer refunds for usage already consumed, except in cases of: (a) verified service outages for which an SLA credit applies; (b) billing errors; or (c) services terminated within 48 hours of first provision where no significant resources were consumed. All refund requests must be submitted to billing@usenubis.com within 30 days.

5.6 Taxes

All fees are exclusive of applicable taxes, levies, duties, or similar governmental assessments. You are responsible for paying all taxes associated with your use of the Services.

5.7 Price Changes

We may modify our pricing at any time. We will provide at least 30 days' written notice before any price increases take effect for existing customers.

06 — Service Level Agreement

6.1 Uptime Commitment

Nubis commits to a monthly uptime of 99.99% for core compute and networking infrastructure in high-availability (HA) configurations. This equates to a maximum of approximately 4.32 minutes of unplanned downtime per month.

6.2 SLA Credits

If we fail to meet the uptime commitment, you are entitled to SLA credits calculated as follows:

• 99.5% – 99.99% uptime: 10% credit of the affected month's charges
• 99.0% – 99.5% uptime: 25% credit of the affected month's charges
• Below 99.0% uptime: 50% credit of the affected month's charges

Credits must be requested within 30 days of the incident by contacting support@usenubis.com with evidence. Credits apply to future invoices only and are not redeemable for cash.

6.3 Exclusions

The SLA does not apply to downtime caused by:

• Your applications, configurations, or operating system
• DDoS attacks exceeding our volumetric mitigation capacity (we will make reasonable efforts to mitigate)
• Scheduled maintenance (we provide at least 72 hours' notice for planned maintenance)
• Force majeure events (natural disasters, acts of war, government actions)
• Non-HA single-instance configurations
• Experimental or beta features clearly marked as such

07 — Data, Privacy, and Security

7.1 Your Data

You retain all rights to the data you store on our infrastructure ("Customer Data"). You are solely responsible for the legality, quality, integrity, and use of your Customer Data. Nubis does not access or process your Customer Data except as necessary to provide the Services or as required by law.

7.2 Data Protection

Both parties agree to comply with applicable data protection laws. Our Data Processing Agreement (DPA), which supplements these Terms for GDPR and NDPR purposes, is available at usenubis.com/legal/dpa.

7.3 Data Backup

While Nubis performs automated backups for managed services (Managed Databases, etc.), you are responsible for maintaining your own backups for unmanaged services (bare-metal instances, custom Kubernetes workloads). Nubis does not guarantee that backups will be complete or restorable.

7.4 Security Responsibilities

Nubis secures the underlying infrastructure. You are responsible for securing your applications, operating systems, access controls, and any software you run on our infrastructure.

08 — Intellectual Property

8.1 Nubis IP

All rights, title, and interest in the Services, including all software, documentation, APIs, and associated intellectual property, are owned by Nubis or its licensors. These Terms grant you a limited, non-exclusive, non-transferable license to use the Services in accordance with these Terms.

8.2 Customer IP

You retain all rights to your Customer Data and any applications you deploy on our infrastructure. You grant Nubis a limited license to host, store, and process your Customer Data solely to provide the Services.

8.3 Feedback

If you provide feedback, suggestions, or ideas about the Services, you grant Nubis a perpetual, irrevocable, worldwide, royalty-free license to use that feedback for any purpose without compensation to you.

09 — Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other party that is designated as confidential or should reasonably be understood to be confidential ("Confidential Information"). Neither party will disclose the other's Confidential Information to third parties without prior written consent, and each party will use the other's Confidential Information only to fulfill obligations or exercise rights under these Terms.

Confidentiality obligations do not apply to information that is: (a) publicly known through no breach of these Terms; (b) independently developed without use of Confidential Information; (c) received from a third party without confidentiality obligations; or (d) required to be disclosed by law.

10 — Disclaimers and Limitation of Liability

10.1 Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. NUBIS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

10.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NUBIS, ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, BUSINESS GOODWILL, OR OTHER INTANGIBLE LOSSES, EVEN IF NUBIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NUBIS'S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO NUBIS DURING THE 12 MONTHS PRECEDING THE CLAIM; OR (B) USD $100.

These limitations apply regardless of the legal theory and even if any remedy fails its essential purpose. Some jurisdictions do not allow certain exclusions or limitations, so these may not apply to you.

11 — Indemnification

You agree to indemnify, defend, and hold harmless Nubis, its affiliates, officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorney's fees) arising out of or related to: (a) your use of the Services; (b) your violation of these Terms; (c) your Customer Data; (d) your violation of any applicable law or the rights of any third party.

12 — Term and Termination

12.1 Term

These Terms are effective from the date you first access the Services and continue until terminated by either party.

12.2 Termination by You

You may terminate your account at any time through the Nubis control panel. Termination takes effect at the end of your current billing period. You remain responsible for all charges incurred up to the termination date.

12.3 Termination by Nubis

Nubis may suspend or terminate your account: (a) immediately upon a material breach of these Terms; (b) with 30 days' notice for any reason; (c) immediately if we determine your account poses a security risk to other customers or our infrastructure.

12.4 Effect of Termination

Upon termination: (a) all licenses granted under these Terms will immediately terminate; (b) you will lose access to the Services and all Customer Data; (c) Nubis may permanently delete your Customer Data after 30 days following termination. You are responsible for exporting your data before termination.

13 — Governing Law and Dispute Resolution

13.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to conflict of law principles. For customers located in Nigeria, mandatory provisions of Nigerian law apply.

13.2 Dispute Resolution

The parties agree to attempt to resolve any dispute through good-faith negotiation for at least 30 days before initiating formal proceedings. For disputes that cannot be resolved informally, the parties consent to the exclusive jurisdiction of the courts of Delaware, United States, except that either party may seek injunctive or other equitable relief in any court of competent jurisdiction.

13.3 Class Action Waiver

TO THE EXTENT PERMITTED BY LAW, YOU WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTION LAWSUITS OR CLASS-WIDE ARBITRATION AGAINST NUBIS.

14 — General Provisions

14.1 Entire Agreement

These Terms, together with our Privacy Policy and any applicable Service-Specific Terms (e.g., Enterprise Addendum, DPA), constitute the entire agreement between you and Nubis regarding the Services and supersede any prior agreements.

14.2 Amendments

We may modify these Terms at any time. We will provide at least 30 days' notice before material changes take effect by posting the updated Terms and notifying you via email. Continued use of the Services after the effective date constitutes acceptance.

14.3 Waiver and Severability

Nubis's failure to enforce any provision of these Terms does not constitute a waiver of future enforcement. If any provision is found invalid or unenforceable, it will be severed, and the remaining provisions will continue in full force.

14.4 Assignment

You may not assign your rights or obligations under these Terms without Nubis's prior written consent. Nubis may assign these Terms in connection with a merger, acquisition, or sale of assets.

14.5 Force Majeure

Neither party shall be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including natural disasters, government actions, internet outages, or acts of war. The affected party must notify the other promptly and use reasonable efforts to resume performance.

14.6 Contact

For questions about these Terms, contact us at:

• Legal: legal@usenubis.com
• Support: support@usenubis.com
• Addresses: 25, Paara Inu Ewe, Airport Road, Ibadan, Oyo State, Nigeria · Obafemi Awolowo University, Ile-Ife, Osun State, Nigeria · 651 N Broad Street, Suite 201, Middletown, DE 19709, United States