```php Terms and Conditions - NexusCloud Studios

Terms and Conditions

Effective Date: January 1, 2025

Last Updated: January 1, 2025

1. Introduction and Acceptance

Welcome to NexusCloud Studios ("Company," "we," "us," or "our"). These Terms and Conditions ("Terms," "Agreement") govern your access to and use of our website (cloudnexusstudios.de) and services, including cloud services, mobile application development, game development, and digital transformation solutions.

By accessing or using our website and services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree with any part of these Terms, you must not use our services.

These Terms constitute a legally binding agreement between you (the "User," "Client," or "you") and NexusCloud Studios. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

2. Company Information

Legal Name: NexusCloud Studios
Registered Address: Ulrich-Schneider-Allee 5a, 02004 Döbeln, Germany
Registration Number: 96677927
Email: info@cloudnexusstudios.de
Phone: +49339609761698

3. Services Description

3.1 Service Offerings

NexusCloud Studios provides the following services:

Cloud Services: Enterprise-grade cloud infrastructure solutions, including hosting, storage, computing resources, and cloud-native application development
Mobile Development: Custom iOS and Android application development, cross-platform mobile solutions, mobile app design and testing
Game Development: Game design and development across multiple platforms using Unity, Unreal Engine, and proprietary technologies
Digital Transformation: Consulting services, system integration, DevOps solutions, and technology modernization
Cybersecurity Services: Security assessments, implementation of security measures, and ongoing security monitoring

3.2 Service Scope

The specific scope, deliverables, timelines, and pricing for each service engagement will be detailed in separate Service Agreements, Statements of Work (SOW), or Order Forms that reference and incorporate these Terms.

4. Account Registration and Access

4.1 Account Creation

To access certain services, you may be required to create an account. When creating an account, you agree to:

Provide accurate, current, and complete information
Maintain and promptly update your account information
Maintain the security and confidentiality of your account credentials
Notify us immediately of any unauthorized access or security breach
Accept responsibility for all activities that occur under your account

4.2 Account Eligibility

You must be at least 18 years old and have the legal capacity to enter into binding contracts to create an account and use our services. By creating an account, you represent and warrant that you meet these requirements.

4.3 Account Termination

We reserve the right to suspend or terminate your account if you:

Violate these Terms or any applicable laws
Provide false or misleading information
Engage in fraudulent or illegal activities
Fail to pay fees when due
Cause harm to our systems, services, or other users

5. User Responsibilities and Conduct

5.1 Acceptable Use

You agree to use our services only for lawful purposes and in accordance with these Terms. You agree NOT to:

Violate any applicable local, national, or international laws or regulations
Infringe upon or violate our intellectual property rights or the rights of others
Transmit any harmful, offensive, or unlawful content
Engage in any activity that disrupts or interferes with our services
Attempt to gain unauthorized access to our systems or networks
Use automated systems (bots, scrapers) without our written permission
Reverse engineer, decompile, or disassemble any aspect of our services
Use our services to send spam, phishing attempts, or malicious content
Impersonate any person or entity or misrepresent your affiliation
Collect or harvest personal information of other users

5.2 Content Responsibility

You are solely responsible for all content, data, information, and materials ("User Content") that you upload, submit, post, or transmit through our services. You represent and warrant that:

You own or have necessary rights to all User Content
Your User Content does not infringe any third-party rights
Your User Content complies with all applicable laws and these Terms
You have obtained all necessary consents and permissions

6. Intellectual Property Rights

6.1 Our Intellectual Property

All content, features, and functionality of our website and services, including but not limited to text, graphics, logos, icons, images, audio clips, video clips, data compilations, software, and the compilation thereof (collectively, "Company Content"), are owned by NexusCloud Studios or our licensors and are protected by international copyright, trademark, patent, trade secret, and other intellectual property laws.

Our trademarks, service marks, and logos (collectively, "Marks") may not be used without our prior written permission. All other trademarks appearing on our website are the property of their respective owners.

6.2 Limited License to Users

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use our services for your internal business purposes or personal use.

6.3 User Content License

By submitting User Content to our services, you grant us a worldwide, non-exclusive, royalty-free, transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content solely for the purpose of providing and improving our services.

6.4 Work Product and Deliverables

Ownership of custom work product, deliverables, and developed solutions will be specified in individual Service Agreements or Statements of Work. Generally:

Custom developed solutions become your property upon full payment
We retain rights to pre-existing materials, tools, and methodologies
We may use anonymized project data for improvement and marketing purposes
Open-source components remain subject to their respective licenses

7. Payment Terms

7.1 Fees and Pricing

Fees for our services are specified in:

Service Agreements or Statements of Work
Order confirmations and invoices
Published pricing on our website (subject to change)

All fees are quoted in Euros (EUR) unless otherwise specified and are exclusive of applicable taxes.

7.2 Payment Methods

We accept the following payment methods:

Bank transfer (SEPA, international wire transfer)
Credit/debit cards (Visa, Mastercard, American Express)
PayPal and other electronic payment methods
Purchase orders (for qualified business clients with credit approval)

7.3 Payment Terms

Invoices are typically payable within 30 days of issuance unless otherwise agreed
Recurring services are billed in advance on a monthly, quarterly, or annual basis
Project-based services may require milestone payments or deposits
Late payments may incur interest charges at the rate of 1.5% per month (or maximum allowed by law)
We reserve the right to suspend services for non-payment after providing reasonable notice

7.4 Taxes

You are responsible for all applicable taxes, duties, and governmental charges (collectively, "Taxes"), except for taxes based on our income. If we are required to collect or pay Taxes, they will be invoiced to you and must be paid together with the fees.

7.5 Price Changes

We reserve the right to modify our fees and pricing with 30 days' prior written notice. Price changes will not affect existing fixed-price contracts or prepaid services.

8. Service Level and Availability

8.1 Service Availability

We strive to maintain high availability of our services but do not guarantee uninterrupted or error-free operation. We target 99.9% uptime for cloud infrastructure services, excluding scheduled maintenance.

8.2 Maintenance and Downtime

We may perform scheduled maintenance with advance notice. Emergency maintenance may be performed without prior notice when necessary for security or service integrity.

8.3 Service Level Agreements (SLAs)

Specific service level commitments, response times, and remedies for service failures may be detailed in separate SLA documents for enterprise clients.

9. Confidentiality

9.1 Definition

"Confidential Information" means any non-public information disclosed by one party to the other, including but not limited to technical data, business information, product plans, designs, financial information, and customer data.

9.2 Obligations

Both parties agree to:

Maintain confidentiality of all Confidential Information
Use Confidential Information only for purposes of the business relationship
Limit access to Confidential Information on a need-to-know basis
Protect Confidential Information using at least the same degree of care as used for own confidential information
Return or destroy Confidential Information upon request or termination of services

9.3 Exceptions

Confidentiality obligations do not apply to information that:

Is or becomes publicly available through no breach of this Agreement
Was rightfully known prior to disclosure
Is independently developed without use of Confidential Information
Is required to be disclosed by law or court order (with prior notice if possible)

10. Data Protection and Privacy

10.1 Privacy Policy

Our collection, use, and protection of personal data is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using our services, you consent to our data practices as described in the Privacy Policy.

10.2 GDPR Compliance

For European Economic Area (EEA) users, we comply with the General Data Protection Regulation (GDPR). You have specific rights regarding your personal data as detailed in our Privacy Policy.

10.3 Data Processing

Where we process personal data on your behalf as a data processor, the terms of our Data Processing Agreement (DPA) shall apply. The DPA is available upon request and forms part of these Terms.

11. Warranties and Disclaimers

11.1 Limited Warranty

We warrant that:

Services will be performed in a professional and workmanlike manner
We have the right and authority to provide the services
Services will materially conform to specifications in applicable Service Agreements

11.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 11.1, OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE
WARRANTIES THAT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE
WARRANTIES REGARDING ACCURACY, RELIABILITY, OR COMPLETENESS OF CONTENT

Some jurisdictions do not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you.

12. Limitation of Liability

12.1 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NEXUSCLOUD STUDIOS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY:

INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES
COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES
BUSINESS INTERRUPTION OR LOSS OF GOODWILL

EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Cap on Liability

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE USE OF OUR SERVICES SHALL NOT EXCEED THE GREATER OF:

THE TOTAL FEES PAID BY YOU TO US IN THE 12 MONTHS PRECEDING THE CLAIM, OR
€1,000 (ONE THOUSAND EUROS)

12.3 Exceptions

The limitations in this Section 12 do not apply to:

Liability for death or personal injury caused by our negligence
Liability for fraud or fraudulent misrepresentation
Your obligations to pay fees
Your breach of intellectual property rights
Any liability that cannot be excluded or limited under applicable law

13. Indemnification

13.1 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless NexusCloud Studios, its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

Your use or misuse of our services
Your violation of these Terms
Your violation of any rights of third parties
Your User Content or any content you submit
Your negligence or willful misconduct

13.2 Indemnification Process

We will notify you of any claim subject to indemnification. You shall have the right to control the defense of such claim, provided that:

We may participate in the defense at our own expense
You may not settle any claim without our prior written consent
We reserve the right to assume exclusive defense if you fail to defend

14. Term and Termination

14.1 Term

These Terms commence when you first access or use our services and continue until terminated in accordance with this Section.

14.2 Termination by You

You may terminate your account at any time by:

Using the account cancellation feature in your account settings
Sending written notice to info@cloudnexusstudios.de
Following the termination procedures in your Service Agreement

Termination does not relieve you of payment obligations for services already provided or fees already incurred.

14.3 Termination by Us

We may suspend or terminate your access to services immediately without prior notice if:

You breach these Terms or any applicable Service Agreement
Your account is inactive for more than 12 months
Required by law or governmental authority
Continued provision poses security or legal risks

For convenience termination, we will provide 30 days' prior written notice unless different terms apply under your Service Agreement.

14.4 Effect of Termination

Upon termination:

Your right to access and use services immediately ceases
You must pay all outstanding fees and charges
We may delete your User Content and account data (subject to our data retention policies)
Provisions that by their nature should survive termination will continue (including payment obligations, warranties disclaimers, limitations of liability, and dispute resolution)
You may request export of your data within 30 days of termination (fees may apply)

15. Dispute Resolution

15.1 Governing Law

These Terms and any disputes arising out of or related to these Terms or our services shall be governed by and construed in accordance with the laws of Germany, without regard to its conflict of law principles.

15.2 Jurisdiction and Venue

Subject to the arbitration provisions below, you agree that any legal action or proceeding shall be brought exclusively in the courts located in Germany, and you consent to the personal jurisdiction of such courts.

15.3 Informal Resolution

Before initiating formal legal proceedings, both parties agree to attempt to resolve disputes informally by contacting each other and negotiating in good faith for at least 30 days.

15.4 Arbitration (Optional)

For commercial disputes exceeding €50,000, either party may elect to resolve the dispute through binding arbitration administered by a recognized arbitration institution in accordance with its commercial arbitration rules. The arbitration shall be conducted in English or German in Döbeln, Germany.

15.5 Class Action Waiver

To the extent permitted by law, any dispute resolution proceedings shall be conducted on an individual basis and not in a class, consolidated, or representative action.

16. General Provisions

16.1 Entire Agreement

These Terms, together with our Privacy Policy and any applicable Service Agreements, constitute the entire agreement between you and NexusCloud Studios regarding the use of our services and supersede all prior agreements and understandings.

16.2 Modifications to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by:

Posting updated Terms on our website with a new "Last Updated" date
Sending email notification to registered users
Displaying prominent notice on our website or services

Your continued use of services after changes constitutes acceptance of the modified Terms. If you do not agree to modifications, you must discontinue use of our services.

16.3 Assignment

You may not assign or transfer these Terms or any rights hereunder without our prior written consent. We may assign these Terms without restriction. Any attempted assignment in violation of this provision is void.

16.4 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

16.5 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative.

16.6 Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including acts of God, natural disasters, war, terrorism, riots, labor disputes, governmental actions, internet failures, or telecommunications outages.

16.7 Independent Contractors

The relationship between you and NexusCloud Studios is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, employment, or fiduciary relationship.

16.8 Third-Party Beneficiaries

These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than the parties hereto.

16.9 Export Compliance

You agree to comply with all applicable export and import control laws and regulations. You represent that you are not located in, under the control of, or a national or resident of any country subject to embargo or export restrictions.

16.10 Language

These Terms are prepared in English. In the event of any conflict between the English version and any translation, the English version shall prevail to the extent permitted by applicable law.

17. Contact Information

For questions, concerns, or notices regarding these Terms, please contact us:

NexusCloud Studios
Ulrich-Schneider-Allee 5a
02004 Döbeln, Germany
Registration Number: 96677927

Email: info@cloudnexusstudios.de
Phone: +49339609761698
Website: https://cloudnexusstudios.de

Business Hours:
Monday - Friday: 9:00 AM - 6:00 PM (CET)
Saturday: 10:00 AM - 2:00 PM (CET)
Sunday: Closed

18. Acknowledgment

BY USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND CONDITIONS, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT USE OUR SERVICES.

These Terms and Conditions were last updated on January 1, 2025. Please review these terms periodically for any changes.

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