Terms of service

1. Agreement to terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Next Signal, Inc. ("Next Signal," "we," "us," or "our") governing your access to and use of the Next Signal SLA compliance automation platform, website, and services (collectively, the "Service").

By accessing or using the Service, you agree to be bound by these Terms. If you do not agree to these Terms, do not access or use the Service.

2. Service description

Next Signal provides a platform that automates the monitoring of cloud service providers' service level agreements (SLAs), detects service disruptions, and processes refund claims on behalf of users when SLA violations occur.

3. Account registration and access

3.1. Account creation

To use certain features of the Service, you must register for an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.

3.2. Account security

You are responsible for safeguarding your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account.

3.3. Cloud Service Provider connections

Our Service requires you to connect your cloud service provider accounts. You are responsible for providing accurate authentication credentials and maintaining appropriate access permissions.

4. Fees and payment

4.1. Subscription fees

The Service may be offered with different subscription tiers. Fees for each tier are specified on our pricing page and may be updated from time to time.

4.2. Performance-based fees

In addition to or in lieu of subscription fees, we may charge a percentage of successfully recovered refunds. The applicable percentage is specified in your subscription plan.

4.3. Payment processing

You agree to pay all fees in accordance with the billing terms in effect at the time a fee is due. You authorize us to charge your payment method for all fees incurred.

4.4. Taxes

All fees are exclusive of taxes. You are responsible for paying all taxes associated with your use of the Service, except for taxes based on Next Signal's net income.

5. User responsibilities

5.1. Acceptable use

You agree to use the Service only for lawful purposes and in accordance with these Terms. You agree not to:

• Use the Service in any way that violates applicable laws or regulations
• Attempt to gain unauthorized access to the Service or its systems
• Interfere with or disrupt the Service or servers or networks connected to the Service
• Introduce any viruses, Trojan horses, worms, or other harmful materials
• Reverse engineer or decompile any technologies used to provide the Service

5.2. Cloud Service Provider terms

Your use of cloud service providers through our Service remains subject to their respective terms of service. You are responsible for complying with those terms.

6. Intellectual property

6.1. Our intellectual property

The Service and its original content, features, and functionality are owned by Next Signal and are protected by international copyright, trademark, patent, trade secret, and other intellectual property laws.

6.2. License to use

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, and revocable license to use the Service for your internal business purposes.

6.3. Feedback

If you provide feedback or suggestions about the Service, we may use such feedback without restriction and without compensation to you.

7. Data and privacy

7.1. Your data

You retain all rights to your data. You grant us a license to use, copy, transmit, store, analyze, and display your data solely to the extent necessary to provide and maintain the Service.

7.2. Privacy policy

Our Privacy Policy, which is incorporated into these Terms by reference, explains how we collect, use, and protect your information.

8. Disclaimers

8.1. Service availability

We strive to provide a reliable Service but cannot guarantee that the Service will be available at all times or free from errors.

8.2. Refund claims

While we make best efforts to detect SLA violations and process refund claims, we do not guarantee that all potential refunds will be identified or successfully recovered.

8.3. Third-party services

The Service may integrate with or enable access to third-party services. We are not responsible for the content or practices of these third-party services.

9. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL NEXT SIGNAL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE
• ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE
• ANY CONTENT OBTAINED FROM THE SERVICE
• UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT

IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS EXCEED THE AMOUNT PAID BY YOU TO US FOR THE SERVICE DURING THE TWELVE (12) MONTHS PRIOR TO THE CLAIM.

10. Indemnification

You agree to defend, indemnify, and hold harmless Next Signal and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with your access to or use of the Service, your violation of these Terms, or your violation of any rights of another.

11. Term and termination

11.1. Term

These Terms will remain in effect until terminated by either you or Next Signal.

11.2. Termination by you

You may terminate your account at any time by following the instructions on our website or contacting our support team.

11.3. Termination by us

We may terminate or suspend your account and access to the Service immediately, without prior notice or liability, for any reason, including if you breach these Terms.

11.4. Effect of termination

Upon termination, your right to use the Service will immediately cease. All provisions of these Terms which by their nature should survive termination shall survive.

12. Changes to terms

We reserve the right to modify these Terms at any time. We will provide notice of significant changes by posting the updated Terms on our website and updating the "Last Updated" date. Your continued use of the Service after such changes constitutes your acceptance of the new Terms.

13. General provisions

13.1. Governing law

These Terms shall be governed by the laws of Delaware, without regard to its conflict of law principles.

13.2. Dispute resolution

Any dispute arising from these Terms shall be resolved through binding arbitration in Delaware, except that you may assert claims in small claims court if your claims qualify.

13.3. Severability

If any provision of these Terms is found to be unenforceable, that provision shall be enforced to the maximum extent possible, and the remaining provisions shall remain in full force and effect.

13.4. No waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.

13.5. Assignment

You may not assign these Terms without our prior written consent, but we may assign these Terms without your consent.

13.6. Entire agreement

These Terms, together with the Privacy Policy and any other legal notices published by us, constitute the entire agreement between you and Next Signal regarding the Service.

14. Contact us

If you have questions about these terms, please contact us at legal@nextsignal.io.

Next Signal Solutions, Inc.