Terms and conditions of use

Introduction

This Nebula Cloud Terms and Conditions of Use (the “Agreement” or “Terms”) is entered into by Okra Technologies Limited (proprietors of “Nebula”, herein “we”, “us” or “our”) and the individual agreeing to these Terms either on behalf of themselves or the entity they represent (the “Customer”, “you”, or “your”), and shall in addition to other applicable agreements govern the Customer’s access to and use of the Nebula website, Cloud Account (the “Account”) and Cloud Services (the “Service”).

By clicking the “I accept/Accept” prompt or button or checkbox on the website and accessing the Service, (i) you represent that you have read and understand the Terms (ii) you warrant that you have full legal authority to accept and bind yourself or the entity you represent to the following Terms (iii) you agree to follow and be bound by the Terms and (iv) the Agreement becomes effective.

Modification of terms

We retain the right to modify or update these Terms and may notify you via a general notice posted on the website. Such update shall become effective immediately it is posted on the website, and your continued access or use of the Service shall be deemed to be acceptance of the modified Terms.

Licence to use and website access

Nebula grants you a non-exclusive, non-sublicensable, non-assignable, non-transferable, revocable, limited right to access and use the Service in accordance with this Terms or additional agreement to which the use of the Service is subject.

To access the Service, you shall be required to create an Account or user profile. You warrant that any information you provide while setting up the account/profile or any information requested afterward shall be accurate. You undertake to keep the service free of false identities or entities. You agree to keep all information relating to your Account secure and confidential and not allow access to the Service by sharing your username, password, or other account information with another person or entity; failure of which you shall be held responsible for any damage resulting as a consequence of sharing such information.

We retain the right to remove your content/Account and restrict, suspend, or terminate your access to the website or Service should we in our sole discretion deem it necessary for the security and integrity of the website or Service.

Website content

The website's content includes data, images, texts, and links to other websites.

While Nebula shall strive to provide accurate content, content provided on or through the website is provided on an “AS IS” and “AS AVAILABLE” basis. We expressly disclaim all warranties, express or implied of any kind including but not limited to accuracy; completeness of information; merchantability; fitness for purpose; and non-infringement; availability on an interrupted, timely, secure, or error-free basis; that the results obtained from the use of the site or any content provided on or through the site will be accurate or reliable; or that the content obtained on or through the website will meet your requirements or expectations.

Content obtained or downloaded from the website is used at your own risk. We disclaim all responsibility for any damage to your equipment (software or hardware),, including data loss that may arise from your download or use of the content.

Third-party resources/open source software

The website may provide links to third-party sites, content, products, or services. We guarantee and take no responsibility for the content provided on or through our website or any changes/updates made to such content. You agree to bear sole and full responsibility for all risks associated with accessing and using such third-party resources.

The Nebula Cloud Service may include specific open source components subject to open source licenses (“Open Source Software”), in which case, a third party owns the embedded Open Source Software. The Open Source Software is not subject to these terms and conditions. Instead, each item of Open Source Software is licensed under its applicable license terms accompanying such Open Source Software. Nothing in these terms shall limit your rights under, nor grant you rights that supersede, the terms and conditions of any applicable license terms for the Open Source Software. Any fees Nebula charges in connection with the Service (where the same is not available without charge) do not apply to the Open Source Software for which fees may not be charged under the applicable license terms.

Privacy

You shall be responsible for obtaining any consent required for your use of the Service and for our processing or storage of any data you provide. Collection, processing, use, and storage of data shall be by Nebula’s privacy policy, which is accessible at privacy notice. You agree to be bound by the policy by accessing or using the Service.

You agree to indemnify and hold Nebula harmless from any loss, liability, cost, third-party claims, damages, fines, or expenses (including reasonable attorney fees) that it may suffer or incur in connection with your failure to obtain the necessary consents or third-party approvals or permissions required for the usage of the Services or for breach of relevant data protection laws and regulations.

Security

Nebula’s Service requires a shared responsibility model. For example, You must maintain controls over Customer user accounts (such as disabling/removing User access where a user is terminated, establishing password requirements for Customer users, etc.)

Nebula shall maintain the security and integrity of the service and the underlying infrastructure responsible for providing it. Please refer to our Shared Responsibility Model on the website.

Intellectual property

Nebula retains all rights, including intellectual property rights, in all software services made available in any form, including source and binary forms on the website or via the Service. You shall not modify, reverse engineer, decompile, disassemble, adapt, implant, or create derivative works based on the software. You shall not obtain product source codes or infringe the intellectual property rights in any manner.

All trademarks, logos, or other intellectual property displayed on the website belong to Nebula and shall not be used in marketing content or any other material without express written permission from Nebula. The content on the website shall not be reproduced, modified, distributed, reverse-engineered, decompiled, or photocopied without express, written authorization from Nebula.

Nothing in this Terms or other agreement, implied or otherwise, shall be deemed to grant or assign Nebula’s intellectual property rights in its software or the Service to you or any other third party.

Indemnification by us

We undertake to indemnify you against any third-party legal claim to the extent arising from an allegation that the Service as used in accordance with this Terms and other Agreement as applicable, infringes the third party's Intellectual Property Rights; provided the claim does not arise:

• from your breach of the Terms and/or any other applicable Agreement; or
• from a combination of our technology with materials not provided by us; or
• while Service is used during a trial period or free of charge; and

The foregoing shall only apply if we are notified of the claim within twelve (12) months from the date of your knowledge of the event that resulted in the loss, damage, injury, or liability forming the basis of the indemnified claim.

Indemnity by you

You agree to indemnify and hold harmless Nebula, its officers, directors, employees and agents from and against any and all claims, liabilities, damages, losses or expenses, including reasonable attorneys' fees and costs, due to or arising out of the content that you share, your violation of these Terms or any additional policies, guidelines, agreements, or your violation or infringement of any third party rights, including intellectual property rights.

Limitation of liability

In no event shall we be liable for any direct, indirect, incidental, special or consequential damages, or damages for loss of profits, revenue, data or data use, incurred by you or any third party, whether in an action in contract or tort, arising from your access to, or use of, the site or any content provided on or through the website.

Termination of use

We may, in our sole discretion, at any time discontinue or limit your access to the Service or website, or any portion of same. We may terminate or limit your access to or use of the website for inactivity, payment default, or, if we determine, in our sole discretion, that you have infringed the copyrights of a third party or you have violated any of our policies or applicable laws. You agree that we shall not be liable to you or any third-party for any termination or limitation of your access to, or use of, the website or Service including any content that you may have shared.

Governing law and dispute resolution

You agree that your access to and all related activities on or through this website, as well as these Terms, shall be governed by, construed, and interpreted in accordance with the laws of the Federal Republic of Nigeria. You irrevocably submit to the exclusive jurisdiction of the courts of the Federal Republic of Nigeria or arbitration channels to settle any dispute arising out of or in connection with these Terms and/or your access to and all related activities on or through this website.

Miscellaneous

1. Relationship between the Parties here to shall be a service provider – customer relationship for the single purpose of the business relationship herein created. These Terms shall not in any way constitute a partnership or joint venture between the Parties or constitute either Party an agent of the other.
2. Severability - if any term, provision, covenant or condition of this Term is held invalid or unenforceable for any reason, the remaining provisions shall continue in full force and effect.
3. Waiver - Any delay, omission or failure to exercise any right or remedy under this Terms shall not constitute a continuing waiver of such right or remedy.
4. Notice - We may provide notice to you under this Agreement by posting a notice on the Website or sending an email to the email address you provide us with. Notices we provide by posting on the website will be effective upon posting, and in the case of email, upon sending out (irrespective of whether and when you receive or read it). You shall be responsible for keeping your email address updated.
5. Entire Agreement - This Agreement, its contents and all other Nebula policies (except otherwise agreed) shall constitute the entire agreement between you and Nebula concerning the Service and your continued use of Nebula supersedes all prior agreements between you and Us pertaining to the same. Nebula’s failure to enforce any provision of this agreement will not be construed as a waiver of any provision or right.

Nebula cloud acceptable use policy

This Acceptable Use Policy (the “AUP”) details the prohibited use of the Service and is incorporated into the Terms of Use (the “Terms”) or any other Agreement governing the use of the Service. The restrictions outlined herein are not exhaustive and are subject to modifications at our sole discretion. By accepting the Terms, you agree to be bound by the AUP or any revised version posted on the website.

You shall not use or allow your end users, affiliates, or any third party to use the Service to:

• Engage in, disseminate, distribute, promote, facilitate, or encourage any minor endangerment activity including but not limited to child abuse, child exploitation, and child pornography as well as the transmission of infringing, harmful, defamatory, offensive, or sexually offensive content including Non-Consensual Explicit Imagery;
• Violate, promote, facilitate, encroach, or encourage the violation of the rights of Nebula or others;
• Violate any applicable domestic, national, or international legislations, regulations, guidelines, or rules.
• Engage in, promote, or facilitate any illegal, harmful, or fraudulent activity including but not limited to money laundering, terrorism financing, fraudulent offer of goods or services, phishing, illegal gambling, ponzi schemes, and cyber-attacks;
• Generate, distribute, or publish unsolicited mass emails, promotions, advertisements, or any other “spam” items;
• Transmit or upload any data or material that contains spyware, adware, viruses, worms, Trojan horses, corrupted files, or any other harmful program that may adversely affect the operation or the security of any hardware or software;
• Gain unauthorized access to disrupt, disable, interfere with, circumvent, reverse engineer, or impair the use of the Service, or the equipment (hardware or software) used to provide the Service;
• Access or attempt to access the Service or any part thereof without authorization;
• Except where authorized by Nebula, attempt or conduct any unauthorized vulnerability or penetration testing of the website or any networks connected to the website;
• Attempt or conduct any activities to breach the security or authentication measures to access the Service or other services offered via the website.
• Attempt to trace or engage in unauthorised use or exploitation of other Nebula Cloud users' information.

Violations

Should you become aware of any violation of these terms, you must notify us immediately via violations@usenebula.io and provide us with any assistance needed to remediate or stop the violation.

Investigation and enforcement

We may investigate any suspected violation or attempted violation of any part of these terms. In addition to removing any content or resource that violates these terms, we reserve the right to immediately suspend or terminate your account should a violation be traced directly or indirectly to your account.