These Terms and Conditions govern your use and access to Nodecraft Inc.’s Nodecraft.com and present a legally binding contract between you and Nodecraft Inc.. Hereinafter, Nodecraft Inc. may be referred to as "Nodecraft", "we", "us", or other first-person pronouns and you may be referred to as "customer", or other second-person pronouns. These terms and conditions apply to you, whether you are a paid member who has service with us, whether you are a player who contributes to the membership fees of one of our customers, a passive or active user of our services or if you are merely browsing our site.
Nodecraft offer online-based services, including game servers and internet web hosting. These services may be referred to in this agreement as "our services", "products", "the services" or "the products".
These Terms and Conditions apply to visitors and members of the site. By accessing, using, viewing, downloading any material from us, or becoming a member of Nodecraft, you agree to be bound by these Terms and Conditions. This agreement is intended to be governed by the Electronic Signatures in Global and National Commerce Act (E-Sign Act).
We reserve the right to revise, amend, or modify this policy and our other policies and agreements at any time and in any manner.
You may use and access our services only in accordance with these Terms and Conditions and any applicable laws. Please consult these Terms and Conditions regularly and read them carefully before using our services. You affirm that you have read this agreement and understand, agree and consent to its Terms and Conditions.
II. Service Term
The initial service term of the agreement shall begin on the date that Nodecraft generates an e-mail message to customer announcing the activation of the customer's account (the "Service Commencement Date") and shall continue for the first partial month of service plus the number of full calendar months stated in the order (the "initial term"). Upon expiration of the initial term, this agreement shall automatically renew unless Nodecraft Inc. or customer provides the other with notice of nonrenewal at least seven (7) days prior to the expiration of the initial term or then-current renewal term, as applicable, as submitted via Nodecraft’s website.
Fees are payable in advance on the first day of each billing cycle. Customer's billing cycle shall be dictated on the order, generally in a cycle of months, beginning on the service commencement date. Nodecraft may require payment for the first billing cycle before beginning service. If the order provides for credit/debit card billing, customer authorizes Nodecraft to bill subsequent fees to the credit/debit card on, after, or up to three days before the first day of each successive billing cycle during the term of this agreement; otherwise Nodecraft will invoice Customer via electronic mail to the primary customer contact listed on the order. Invoiced fees will be issued at least 7 days before the 1st day of each billing cycle, and the fees shall be due on the 7th day following invoice date, but in no event earlier than the first day of each billing cycle.
Customer is responsible for providing Nodecraft with changes to billing information (such as credit card expiration, change in billing address, etc). Nodecraft Inc. may suspend the service without notice if payment for the service is overdue. Fees not disputed within sixty (60) days of due date are conclusively deemed accurate. Customer agrees to pay Nodecraft’s reasonable costs of collection of overdue amounts, including collection agency fees, dispute/chargeback fees, attorney fees and court costs where applicable.
b) Fee Increases
Nodecraft may increase its fees for services effective the first day of a renewal term by giving notice to customer of the new fees at least forty five (45) days prior to the beginning of the renewal term, and if customer does not give a notice of non-renewal as provided in Section II (Service Term) above, the customer shall be deemed to have accepted the new fee for that renewal term and any subsequent renewal terms (unless the fees are increased in the same manner for a subsequent renewal term). Fee increases due to currency rate fluctuations (as detailed in section IIIf) will not yield any notice to customers.
At Nodecraft’s request, customer shall remit to Nodecraft all sales, VAT or similar tax imposed on the provision of the services (but not in the nature of an income tax on Nodecraft), regardless of whether Nodecraft fails to collect the tax at the time the related services are provided.
d) Early Termination
Customer acknowledges that Nodecraft may terminate service agreement at any time if customer violates this agreement or the Acceptable Use Policy (the "AUP"), which is hereby incorporated by reference in this agreement. Customer acknowledges that the amount of the fee for the service is based on customer's agreement to pay the fee for the entire initial term, or renewal term, as applicable. In the event Nodecraft terminates the agreement for customer's breach of the agreement in accordance with Section IV(b) (Termination of Service), or customer terminates the service other than in accordance with Section IV(b) (Termination of Service) for Nodecraft's breach, the unpaid fees for each billing cycle remaining in the initial Term or then-current renewal term, as applicable, are due on the business day following termination of the agreement.
Any promotions offered by Nodecraft are valid where stocks last. Nodecraft does not guarantee the availability of any given promotion and reserves the right to add, remove or modify any promotion at any time without notification, and for any or no reason.
Nodecraft base all pricing schemata from US Dollars (USD). Due to this, prices in other currencies may fluctuate rapidly at any time, for any or no reason, including during an ongoing billing period. Nodecraft will additionally pad any foreign currency pricing schema to account for additional processing fees.
a) Suspension of Service
Customer agrees that Nodecraft may suspend or terminate services to customer without notice and without liability if:
- (i) Nodecraft reasonably believes that the services are being used in violation of the AUP
- (ii) Customer fails to cooperate with any reasonable investigation of any suspected violation of the AUP
- (iii) Nodecraft reasonably believes that the suspension of service is necessary to protect its network or its other customers
- or (iv) as requested by a law enforcement or regulatory agency
Customer shall pay Nodecraft reasonable reinstatement fee if service is reinstituted following a suspension of service under this subsection.
b) Termination of Service
The agreement may be terminated by customer prior to the expiration of the initial term or any renewal term without further notice and without liability if Nodecraft fails in a material way to provide the service in accordance with the terms of the agreement and does not cure the failure within ten (10) days of Customer's written notice describing the failure in reasonable detail. The agreement may be terminated by Nodecraft prior to the expiration of the initial term or any renewal term without further notice and without liability as follows:
- (i) upon ten (10) days notice if customer is overdue on the payment of any amount due under the agreement
- (ii) Customer materially violates any other provision of the agreement, including the AUP, and fails to cure the violation within thirty (30) days of a written notice from Nodecraft Inc. describing the violation in reasonable detail
- (iii) upon one (1) days notice if customer’s service is used in violation of a material term of the AUP more than once
- or (iv) upon one (1) days notice if customer violates Section X (Customer Information) of this agreement
Either party may terminate this agreement upon ten (10) days advance notice if the other party admits insolvency, makes an assignment for the benefit of its creditors, files for bankruptcy or similar protection, is unable to pay debts as they become due, has a trustee or receiver appointed over all or a substantial portion of its assets, or enters into an agreement for the extension or readjustment of all or substantially all of its obligations.
V. Law and AUP
Customer agrees to use the service in compliance with applicable law and the AUP and agrees that Nodecraft may, in its reasonable commercial judgment consistent with industry standards, amend the AUP from time to time to further detail or describe reasonable restrictions and conditions on customer's use of the services. Amendments to the AUP are effective on the earlier of Nodecraft Inc.'s notice to customer that an amendment has been made, or the first day of any renewal term that begins subsequent to the amendment. Customer agrees to cooperate with Nodecraft's reasonable investigation of any suspected violation of the AUP. In the event of a dispute between Nodecraft and customer regarding the interpretation of the AUP, Nodecraft's commercially reasonable interpretation of the AUP shall govern.
VI. Multi-location Hosting
Nodecraft does not guarantee the availability of any and all host locations, and reserves the right to add, move, modify, or remove any location at any time without notification. Nodecraft also reserves the right to deny the transfer of any account to a new location for any or no reason.
Co-Op-Vault is a service offered by Nodecraft that allows customers to accept payments from their users. Any payments received via this method are made on behalf of the customer, and the customer acknowledges that any payment fees (with the exception of processor fees) are the sole responsibility of said customer and agrees as per section III(a) of this agreement to pay these fees where applicable; failure to do so of which will result in termination of all customer's services.
Customer agrees to defend, indemnify and hold harmless Nodecraft its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, demands, liabilities, obligations, losses, damages, penalties, fines, punitive damages, amounts in interest, expenses and disbursements of any kind and nature whatsoever (including reasonable attorneys fees) brought by a third party under any theory of legal liability arising out of or related to the actual or alleged use of customer's services in violation of applicable law or the AUP by customer or any person using customer's log on information, regardless of whether such person has been authorized to use the services by customer.
IX. Disclaimer of Warranties
Nodecraft does not warrant or represent that the services will be uninterrupted, error-free, or completely secure. To the extent permitted by applicable law, Nodecraft disclaims any and all warranties including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. To the extent permitted by applicable law, all services are provided on an "as is" basis.
X. Limitation of Damages
Other than any specific cases previously discussed in this agreement, neither party shall be liable to the other for any lost profits, any indirect, special, incidental, consequential or punitive loss or damage of any kind, or for damages that could have been avoided by the use of reasonable diligence, arising in connection with the agreement, even if the party has been advised or should be aware of the possibiliy of such damages.
Notwithstanding anything else in the agreement to the contrary, the maximum aggregate liability of Nodecraft and any of its employees, agents or affiliates, under any theory of law (including breach of contract, tort, strict liability, and infringement) shall be a payment of money not to exceed the amount payable by customer for three months of service.
Customer acknowledges that it is solely responsible for interactions with end users of customer's site or service. To the extent permitted under applicable laws, customer hereby releases Nodecraft from any and all claims or liability related to any product or service of an end user, any action or inaction by and end user, including end user's failure to comply with applicable law, and any conduct or speech, whether online or offline, of any end user.
XI. Requests for Customer Information
Customer agrees that Nodecraft may, without notice to customer:
- (i) report to the appropriate authorities any conduct by customer that Nodecraft Inc. reasonably and in good faith believes violates applicable law
- (ii) provide any information that it has about customer
in response to a formal or informal request from a law enforcement or regulatory agency or in response to a formal request in a civil action that on its face meets the requirements for such a request.
XII. Data Redundancy
Your use of Nodecraft's Services is at your sole risk. This service is provided to you as a courtesy and Nodecraft is not responsible for files and/or data residing on your account. You agree to take full responsibility for files and data transferred and to maintain all appropriate backup of files and data stored on Nodecraft's servers. Any and all backup services provided by Nodecraft, whether paid or not, are offered with no warranty or guarantee of their date, accuracy, and integrity.
XIII. Network Changes
Upgrades and other changes in Nodecraft's network, including, but not limited to changes in it’s software, hardware, and service providers, may affect the display or operation of customer's hosted content and/or applications. Nodecraft reserves the right to change its network in its commercially reasonable discretion, and Nodecraft shall not be liable for any resulting harm to customer.
XIV. Customer Credit
Customer credit can not be paid-out in any form, to any bank account or services, unless in extenuating circumstances that have been pre-approved by Nodecraft Administration.
Notices to Nodecraft under this agreement shall be given via electronic mail to the e-mail address posted for customer support on Nodecraft.com. Notices to customer shall be given via electronic mail to the individual listed as the primary customer contact. Notices are deemed received on the day transmitted, and customer may change this address by a notice given in accordance with this agreement.
XVI. Force Majeure
Nodecraft shall not be in default of any obligation under the agreement if the failure to perform the obligation is due to any event beyond Nodecraft's control, including, without limitation, significant failure of a portion of the power grid, significant failure of the internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labor action, terrorist activity, or other events of a magnitude or type for which precautions are not generally taken in the industry.
XVII. Governing Law and Disputes
This agreement shall be governed by the laws of the State of Oklahoma, exclusive of its choice of law principles, and the laws of the United States of America, as applicable. Exclusive venue for all disputes arising out of or relating to this agreement shall be the state and federal courts in Oklahoma, and each party agrees not to dispute such personal jurisdiction and waives all objections thereto.