Terms of Service

1. Agreement to These Terms

These Terms of Service (the “Terms”) are an agreement between Nubinity, LLC, a Louisiana limited liability company headquartered in New Orleans, Louisiana (“Nubinity,” “we,” or “us”), and the person or organization accessing or using any Nubinity service (“Customer” or “you”). By creating an account, placing an order, accepting a proposal, accessing the client portal at clients.nubinity.com, or using any Nubinity service, you accept these Terms. If you use the services on behalf of an organization, you represent that you have authority to bind that organization, and “Customer” refers to the organization.

Where Nubinity and Customer have executed a master services agreement, order form, statement of work, service-level agreement, or other signed writing, that document controls over these Terms to the extent of any conflict, in the following order of precedence: (1) the signed master services agreement or service agreement; (2) the applicable order form or statement of work; (3) any service-specific supplemental terms or service-level commitment; (4) these Terms; and (5) the Acceptable Use provisions and policies referenced here. The Nubinity Privacy Policy describes how information is handled and is incorporated into these Terms by reference.

2. Definitions

“Services” means the services Nubinity provides under an order or agreement, including managed security services, managed connectivity, web and application hosting, domain registration and management, SSL certificates, website and application design, professional and consulting services, WISP and wireless broadband services, datacenter and infrastructure services, reseller services, and the Nubinity Transport to the Edge (TTTE) network fabric. “Order” means an accepted order form, portal purchase, proposal, statement of work, or renewal. “Customer Data” means data, content, and materials Customer or its users submit to, store on, or transmit through the Services. “Third-Party Provider” means an upstream carrier, datacenter operator, software licensor, certificate authority, domain registry or registrar, hardware vendor, or other supplier whose products or services Nubinity uses or resells in delivering the Services.

3. The Nubinity Services

Nubinity operates as a managed services provider (MSP) and managed connectivity provider. The catalog currently includes: managed endpoint protection and antivirus for workstations, servers, and mobile devices; Nubinity Hydra, a managed firewall and single sign-on offering; security consulting, vulnerability assessment, and penetration testing; cPanel-based shared web and application hosting with storage, email, DNS, and databases; SSL certificate provisioning, validation support, and installation; domain registration, transfer, renewal, and DNS management; technology consulting and implementation through professional services; design-thinking workshops and facilitation; custom application and web design and development; reseller plans for organizations offering hosting or consulting under their own brand; WISP planning, deployment, and operation for wireless broadband, including rural and underserved service areas; and datacenter infrastructure, connectivity, managed network appliances, and software-defined networking, including services delivered over the TTTE network fabric and Nubinity’s autonomous system, AS400941.

Each Service is provided as described in its order, product page, proposal, or statement of work. Descriptions on the Nubinity website summarize current capabilities and are not themselves a commitment to deliver any particular feature, capacity, or result; the controlling scope is the applicable Order. Nubinity may improve, modify, or retire Service features over time, and will use commercially reasonable efforts to provide notice of material changes that reduce the core functionality of a purchased Service during its term.

4. Orders, Scoping, and Service Delivery

Managed and project Services are delivered through a defined lifecycle: scoping and discovery, in which requirements, environment, constraints, access, and responsibilities are confirmed; provisioning or implementation, in which the Service is configured and deployed, in controlled phases where appropriate; and ongoing operation or project delivery, in which the Service is monitored, maintained, and supported according to the agreed scope. Deliverables, milestones, assumptions, exclusions, acceptance criteria, and schedules for professional services, design work, penetration testing, WISP deployments, and datacenter projects are stated in the applicable Order or statement of work.

Delivery timelines depend on Customer cooperation, third-party lead times, site conditions, licensing, carrier provisioning intervals, and hardware availability. Dates in an Order are good-faith estimates unless expressly identified as binding. Where on-site work is required — including wireless site surveys, tower or rooftop installations, and datacenter work — Customer is responsible for lawful site access, landlord or venue permissions, electrical power, and any required permits unless the Order assigns those responsibilities to Nubinity.

Changes to scope must be agreed in writing (email or portal ticket is sufficient unless an agreement requires more). Work outside the agreed scope, rework caused by inaccurate information supplied by Customer, and assistance with systems not covered by an Order may be billed at Nubinity’s then-current professional services rates.

5. Third-Party Providers and the Managed Services Ecosystem

The Services are delivered within an ecosystem of Third-Party Providers, which may include upstream internet carriers and peering partners; datacenter and colocation operators; security platform licensors and threat-intelligence vendors (for example, endpoint protection platforms integrated into managed security offerings); control-panel and virtualization licensors such as cPanel; certificate authorities; ICANN-accredited registrars and domain registries; network hardware vendors; and hosted support tooling such as ticketing and chat platforms. Customer’s use of a Service that includes third-party components is subject to the applicable pass-through terms of those providers, including registrar and registry agreements for domains, certificate authority subscriber agreements for SSL certificates, and end-user license terms for bundled software. Nubinity will identify material pass-through terms on request.

Nubinity selects and manages Third-Party Providers with commercially reasonable care, monitors the Services it operates, and coordinates vendor escalations as part of managed delivery. However, Nubinity does not control Third-Party Providers, and is not responsible for their acts, omissions, outages, security incidents, price changes, or discontinuations, except to the extent a signed agreement expressly states otherwise. If a Third-Party Provider materially changes or withdraws a product on which a Service depends, Nubinity may substitute a reasonably equivalent component or, where no reasonable substitute exists, terminate the affected Service with a pro-rata refund of prepaid, unused recurring fees for that Service.

6. Customer Responsibilities and Cooperation

Customer is responsible for: maintaining accurate account, billing, and technical contact information; safeguarding portal credentials, API keys, and other access secrets, and promptly reporting suspected compromise; the acts and omissions of its users, administrators, contractors, and — for resellers — its end customers; obtaining and maintaining licenses for software Customer supplies; timely responses to reasonable requests for information, decisions, approvals, and access needed to deliver the Services; and Customer’s own regulatory, industry, and contractual compliance obligations. Managed Services reduce operational burden; they do not transfer legal accountability for Customer’s business, data, or compliance posture to Nubinity unless a signed agreement expressly says so.

Unless expressly included in an Order, Customer remains responsible for maintaining independent backups of Customer Data. Where a Service includes backup features, restoration is provided on the terms stated for that Service, and backups are not guaranteed to be complete or continuously available unless a signed agreement states a specific backup commitment.

7. Acceptable Use

Customer may not use any Service, and may not permit any user or end customer to use any Service, to: violate applicable law or regulation; store, distribute, or transmit malware, phishing content, or fraudulent material; send unsolicited bulk messages or operate in violation of applicable anti-spam laws; infringe intellectual-property, privacy, or publicity rights; gain or attempt to gain unauthorized access to any system, account, or network; conduct denial-of-service attacks, port scanning of third parties without authorization, IP or email spoofing, or route hijacking; operate open mail relays, open DNS resolvers, or similar abusable services without appropriate controls; harvest or traffic in stolen credentials or personal information; host content or workloads that create disproportionate risk or resource consumption in shared environments, including unauthorized cryptocurrency mining on shared hosting; or interfere with the integrity, security, or performance of the Services, the TTTE network, or any other customer.

Nubinity may investigate suspected violations and may remove content, filter traffic, quarantine systems, or suspend Services as reasonably necessary to protect the network, other customers, or third parties, with notice where practicable. Abuse reports are handled through the process described on the Abuse Reporting page. Repeated or serious violations are grounds for termination under Section 21.

8. Security Testing Authorization

Penetration testing, vulnerability assessment, and similar offensive-security engagements are performed only within a written, mutually executed scope that identifies the systems to be tested, testing methods and exclusions, testing windows, emergency contacts, and rules of engagement. Customer represents and warrants that it owns, or has documented authority over, every system it places in scope. Customer may not use any Nubinity Service to test, probe, or attack systems that Customer does not own or have documented authorization to test. Findings, reports, and related materials are Confidential Information under Section 15.

9. Fees, Billing, and Payment

Fees, billing frequency, currency, and payment terms are stated in the applicable Order or portal product. Unless otherwise stated: recurring Services are billed in advance and renew automatically for successive terms of the same length until cancelled in accordance with the Order or portal cancellation process; usage-based and time-and-materials charges are billed in arrears; and invoices are due on the date stated on the invoice. Published prices such as “starting at” rates describe entry configurations; the price for Customer’s configuration is stated at order time or in the proposal.

Customer is responsible for applicable taxes, duties, and government charges, excluding taxes on Nubinity’s income. Amounts not received when due may accrue a late charge to the extent permitted by law, and Nubinity may suspend Services for accounts with overdue balances after notice. Good-faith billing disputes must be raised within thirty (30) days of the invoice date, and the parties will work to resolve them promptly; Customer must pay undisputed amounts when due. Except as stated in these Terms, a signed agreement, or a specific product’s refund policy, fees are non-refundable.

10. Domains, SSL Certificates, and Pass-Through Products

Domain registrations, renewals, and transfers are subject to registry and registrar policies, including ICANN transfer and dispute policies where applicable, and are generally non-refundable once submitted. Customer is responsible for maintaining accurate registrant contact data and for renewing domains before expiration; Nubinity is not responsible for loss of a domain caused by inaccurate contact information, missed renewal where notices were sent to the contact on file, or actions of a registry, registrar, or dispute-resolution provider. SSL certificates are issued by third-party certificate authorities subject to their subscriber agreements and validation requirements; issuance is not guaranteed, and certificate lifecycle responsibilities (validation, installation where not purchased as managed, renewal, and revocation response) are as stated in the Order.

11. Reseller Program Terms

Where Customer purchases a reseller plan, Customer acts as an independent business, not as Nubinity’s agent, partner, or franchisee. Customer is solely responsible for its end-customer relationships, including pricing, billing, marketing claims, support commitments, terms of service, privacy disclosures, and lawful handling of end-customer data, except where the reseller agreement expressly allocates a responsibility to Nubinity. Customer must ensure its end customers comply with restrictions at least as protective as Section 7, and Customer is responsible to Nubinity for end-customer violations. White-label and branding capabilities are as stated in the selected plan; Customer may not misrepresent the origin, ownership, or certification of the underlying infrastructure.

12. Connectivity and WISP Terms

Wireless broadband and managed connectivity Services depend on radio-frequency conditions, spectrum availability, line of sight, weather, site power, backhaul capacity, and other physical factors. Coverage maps, speed figures, and capacity estimates are engineering estimates, not guarantees, unless a signed service-level agreement states otherwise. Nubinity applies reasonable network-management practices — which may include traffic prioritization, usage thresholds, and security filtering — to protect network integrity and allocate capacity fairly, and complies with communications regulations applicable to the Services it provides. Customer-premises equipment supplied by Nubinity remains Nubinity’s property unless purchased, must be returned upon termination as instructed, and may not be moved, modified, or resold without consent. Where infrastructure is installed at Customer or third-party premises, Customer grants or will procure reasonable access rights for installation, maintenance, and removal.

13. Service Availability, Maintenance, and Support

Nubinity operates monitoring across the Services it manages and works to provide reliable, secure service, but does not promise uninterrupted or error-free operation unless a specific, signed service-level agreement states measurable commitments and remedies. Where an SLA applies, the service credits stated there are Customer’s exclusive remedy for availability shortfalls. Nubinity performs scheduled maintenance in designated windows with advance notice where practicable, and may perform emergency maintenance and security response at any time. Support is available through the client portal ticket system, email, telephone at +1 (833) 792-5683, and live chat where offered; response targets, coverage hours, and escalation paths for managed Services are stated in the applicable Order or support policy.

14. Data, Backups, Privacy, and Regulated Information

As between the parties, Customer retains all rights in Customer Data. Customer grants Nubinity a limited license to host, process, transmit, and display Customer Data solely to deliver and support the Services, comply with law, and protect the Services. Nubinity does not sell customer personal information. Data handling practices are described in the Privacy Policy, and service-specific data-processing terms may be executed where required.

Certain regulated data requires a written agreement before it may be placed on a Service. Customer may not store or process protected health information subject to HIPAA on any Service unless a business associate agreement has been executed with Nubinity for that Service, and may not store cardholder data, government-classified information, or similarly regulated data except on Services expressly agreed in writing to support it. Nubinity supports customers in regulated industries — including healthcare practices, law firms, and maritime and logistics operators — by providing technical safeguards; regulatory compliance itself remains Customer’s responsibility as described in Section 6.

Upon termination of a hosting, datacenter, or similar data-bearing Service, Customer may retrieve Customer Data in a standard format for thirty (30) days following the effective termination date, unless a longer period is stated in the Order or a shorter period is required for non-payment or abuse terminations permitted by law. After the retrieval period, Nubinity may delete Customer Data from active systems and, in the ordinary course, from backups.

15. Confidentiality

Each party will protect the other party’s non-public business, technical, security, and financial information (“Confidential Information”) with at least the care it uses for its own similar information, and no less than reasonable care, and will use it only to perform under these Terms. Confidential Information excludes information that is or becomes public through no fault of the recipient, was lawfully known before disclosure, is independently developed, or is rightfully received from a third party. A party may disclose Confidential Information where required by law, with reasonable advance notice to the other party where legally permitted. Security assessment findings, network diagrams, credentials, and incident details are always Confidential Information.

16. Intellectual Property

Each party retains ownership of intellectual property it owned before an engagement or develops outside of it. Nubinity retains ownership of the Services, its network, tooling, know-how, templates, and any pre-existing or reusable components, including improvements developed in the course of delivering Services generally. Unless an Order states a different ownership arrangement, upon full payment Customer receives ownership of the final, unique deliverables created specifically for Customer in a design or professional-services engagement, together with a non-exclusive license to any embedded Nubinity reusable components as needed to use those deliverables. Third-party software, fonts, stock assets, and open-source components remain subject to their own licenses. Customer grants Nubinity the right to use Customer’s name and logo to identify Customer as a client unless Customer opts out in writing.

17. Copyright Complaints

Nubinity responds to copyright infringement notices concerning content hosted on its Services in accordance with the Digital Millennium Copyright Act. Notices and counter-notices should be sent to legal@nubinity.com with the information required by 17 U.S.C. § 512. Nubinity may remove or disable access to allegedly infringing material and may terminate the accounts of repeat infringers.

18. Warranties and Disclaimers

Nubinity warrants that it will provide the Services in a professional and workmanlike manner materially consistent with the applicable Order. Except for that warranty and any express warranty in a signed agreement, the Services are provided “as is,” and Nubinity disclaims all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty arising from course of dealing or trade usage, to the maximum extent permitted by law. Without limiting the foregoing, Nubinity does not warrant that security Services will detect or prevent every threat, that testing will identify every vulnerability, that connectivity will be uninterrupted, or that any Service will meet requirements not stated in the Order.

19. Limitation of Liability

To the maximum extent permitted by law: neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, goodwill, or data, even if advised of the possibility; and each party’s total aggregate liability arising out of or related to the Services is limited to the fees paid or payable by Customer to Nubinity for the affected Service in the twelve (12) months preceding the event giving rise to the claim. These limits do not apply to Customer’s payment obligations, either party’s indemnification obligations under Section 20, a party’s breach of Section 15, or liability that cannot be limited under applicable law. The parties agree these allocations of risk are reflected in the pricing of the Services.

20. Indemnification

Customer will defend and indemnify Nubinity against third-party claims arising from Customer Data, Customer’s or its end customers’ use of the Services in violation of these Terms or law, or Customer’s products and services. Nubinity will defend and indemnify Customer against third-party claims alleging that the Services, as provided by Nubinity and used as authorized, infringe a United States patent, copyright, or trademark; if such a claim arises, Nubinity may modify the Service, procure rights, or terminate the affected Service with a pro-rata refund of prepaid, unused fees. Each indemnity is conditioned on prompt notice, control of the defense by the indemnifying party, and reasonable cooperation.

21. Suspension and Termination

Nubinity may suspend a Service immediately where reasonably necessary to address a security risk, legal requirement, or ongoing harm, and otherwise may suspend for overdue amounts or material violations after notice. Either party may terminate an Order for material breach not cured within thirty (30) days of written notice, or as otherwise stated in the Order. Customer may cancel recurring Services through the client portal in accordance with the stated cancellation terms; cancellation takes effect at the end of the paid term unless the Order provides otherwise. Upon termination, Customer’s access ends, Nubinity-owned equipment must be returned, unpaid fees for the remainder of any committed term become due except where termination results from Nubinity’s uncured material breach, and Sections 14 through 20 and 23 survive along with any accrued obligations.

22. Force Majeure

Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, severe weather affecting wireless or physical infrastructure, power or telecommunications failures outside the party’s network, acts of government, labor disputes, war, terrorism, and large-scale internet disturbances, provided the affected party uses reasonable efforts to mitigate and resume performance.

23. General Provisions

These Terms are governed by the laws of the State of Louisiana, without regard to conflict-of-law rules, and the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Orleans Parish, Louisiana, for disputes not subject to a different mechanism in a signed agreement. Customer may not assign these Terms without Nubinity’s consent, except to a successor in a merger, acquisition, or sale of substantially all assets with notice; Nubinity may assign to an affiliate or successor. Notices to Nubinity must be sent to legal@nubinity.com; notices to Customer may be sent to the account email on file or through the client portal. The parties are independent contractors. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remainder stays in effect. Failure to enforce a provision is not a waiver. These Terms, together with the documents referenced in Section 1, are the entire agreement regarding the Services and supersede prior discussions on the subject.

24. Changes to These Terms

Nubinity may update these Terms from time to time. Material changes will be posted on this page with an updated “last updated” date, and, for changes that materially reduce Customer’s rights in an active paid term, Nubinity will provide notice through the client portal or account email. Continued use of the Services after the effective date of an update constitutes acceptance; if Customer objects to a material adverse change, Customer may terminate the affected Service effective at the end of the current paid term by notice before the change takes effect.

25. Contact

Questions about these Terms may be directed to legal@nubinity.com, by telephone at +1 (833) 792-5683, or through the contact page. Nubinity, LLC is headquartered in New Orleans, Louisiana.