Welcome to Foxnebula. These Terms of Service ("Terms") govern your access to and use of our web-based platform and services (collectively, the "Service"). Please read them carefully before using our platform.
By creating an account, subscribing to a plan, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy.
1. Definitions
- "Service": The Foxnebula SaaS platform for order and production management, including all software, features, and related services.
- "Customer": The business entity or individual subscribing to the Service.
- "Authorized Users": Individuals designated by Customer to access and use the Service under Customer's account.
- "Customer Data": All data, content, documents, files, and information uploaded, submitted, or generated through the Service by Customer or Authorized Users.
- "Malicious Code": Viruses, worms, time bombs, Trojan horses, or other harmful or malicious code, files, scripts, agents, or programs.
2. Service Description
Foxnebula provides a cloud-based solution for managing custom orders, production workflows, and service fulfillment tracking. We are a software provider only and do not manufacture products, fulfill orders, or provide logistics services. Our liability is limited to the software platform functionality.
3. Eligibility & Account Requirements
3.1 Eligibility
- You must be at least 18 years old or the age of majority in your jurisdiction
- You must have legal authority to enter binding contracts
- You represent that all registration information is accurate and current
- Business accounts require valid business registration
3.2 Account Security
- You are solely responsible for maintaining account credential confidentiality
- You must implement appropriate security measures for Authorized Users
- You must immediately notify us of any suspected unauthorized access
- We may suspend accounts showing suspicious activity pending verification
4. Use of the Platform
You are granted a non-exclusive, non-transferable, limited right to access and use the Service for your internal business purposes, subject to these Terms.
You agree not to:
- Use the Service in any unlawful manner or in violation of these Terms
- Attempt to gain unauthorized access to the Service, its related systems, or networks
- Introduce malicious code or disrupt the Service's functionality
- Access or use the Service to build a similar or competing product or service
- Share your access credentials with unauthorized individuals
You are responsible for all activities conducted under your account and for ensuring that all Authorized Users comply with these Terms.
5. Subscription Terms & Payment
5.1 Billing
- Subscription fees are charged in advance for each billing period
- All fees are non-refundable except as required by law
- Price changes require 30 days advance notice
- Failed payments may result in service suspension after 10 days notice
5.2 Taxes
- Fees are exclusive of applicable taxes, duties, or government assessments
- You are responsible for all such charges except taxes based on our net income
5.3 Cancellation
- Either party may terminate with 30 days written notice
- Access continues through the end of the current billing period
- No refunds for partial months unless required by applicable law
6. Acceptable Use Policy
6.1 Prohibited Uses
You agree not to:
- Violate any applicable laws, regulations, or third-party rights
- Use the Service to store, transmit, or distribute illegal content
- Reverse engineer, decompile, or attempt to extract source code
- Interfere with or disrupt Service infrastructure or security measures
- Use automated tools to access the Service without authorization
- Resell, sublicense, or provide Service access to unauthorized third parties
- Process personal data of EU residents without appropriate legal basis
6.2 Compliance
- You must comply with all applicable data protection laws
- Export control laws apply to your use of the Service
- Industry-specific regulations (HIPAA, SOX, etc.) remain your responsibility
7. Data Rights & Processing
7.1 Customer Data Ownership
- You retain all rights, title, and interest in Customer Data
- We claim no ownership rights in Customer Data
7.2 Limited License to Process
You grant us a limited, non-exclusive license to:
- Store, process, and transmit Customer Data to provide the Service
- Create anonymized, aggregated analytics (with no personally identifiable information)
- Access Customer Data only as necessary for Service provision, support, or legal compliance
7.3 Data Protection Obligations
- We implement appropriate technical and organizational security measures
- We will not access Customer Data except as authorized or required by law
- Data processing outside your jurisdiction may occur - see Privacy Policy for details
- You remain the data controller; we act as data processor
7.4 Data Retention & Deletion
- Upon termination, we will delete Customer Data within 90 days unless legally required to retain
- You may request data export during the 90-day retention period
- Backup copies may persist for up to 12 months for disaster recovery purposes
8. Intellectual Property
8.1 Service IP
- We retain all rights in the Service, including software, designs, trademarks, and documentation
- No rights are granted except the limited right to use the Service per these Terms
8.2 Feedback
- Any suggestions or feedback you provide may be used without restriction or compensation
- Feedback does not create any intellectual property rights in your favor
9. Service Level & Availability
9.1 Service Availability
- We target 99.5% uptime excluding scheduled maintenance
- Planned maintenance will be announced with reasonable advance notice
- We are not liable for downtime caused by factors outside our reasonable control
9.2 Support
- Support is provided during normal business hours via designated channels
- Response time targets are outlined in our Support Policy
10. Representations & Warranties
10.1 Mutual Representations
Each party represents that:
- It has authority to enter this agreement
- Execution does not violate any other agreements or laws
- The agreement constitutes a valid, binding obligation
10.2 Customer Warranties
You warrant that:
- Customer Data does not violate third-party rights or applicable laws
- You have obtained all necessary consents for data processing
- Your use complies with these Terms and applicable laws
11. Disclaimer of Warranties
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING:
- MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT
- UNINTERRUPTED OR ERROR-FREE OPERATION
- ACCURACY OR RELIABILITY OF RESULTS
- COMPATIBILITY WITH YOUR SYSTEMS OR THIRD-PARTY SERVICES
12. Limitation of Liability
12.1 Exclusion of Damages
TO THE FULLEST EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE FOR:
- INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
- LOST PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES
- COSTS OF SUBSTITUTE SERVICES OR DOWNTIME
12.2 Liability Cap
- Our total liability shall not exceed the fees paid in the 12 months preceding the claim
- Minimum liability cap of $100 where required by law
12.3 Exceptions
Limitations do not apply to:
- Gross negligence or willful misconduct
- Data breaches caused by our security failures
- Violations that cannot be limited by law
13. Indemnification
13.1 Customer Indemnification
You agree to defend, indemnify, and hold us harmless from claims arising from:
- Your use of the Service in violation of these Terms
- Customer Data or your data processing activities
- Your violation of applicable laws or third-party rights
- Actions of your Authorized Users
13.2 Our Indemnification
We will defend you against claims that the Service infringes valid third-party intellectual property rights, subject to:
- Prompt written notice of the claim
- Sole control of defense and settlement
- Your reasonable cooperation
14. Termination
14.1 Termination Rights
- Either party may terminate for material breach if not cured within 30 days of notice
- We may suspend Service immediately for non-payment or security threats
- Either party may terminate for convenience with 30 days notice
14.2 Effect of Termination
- All rights and access terminate except for survival provisions
- Outstanding fees remain due
- Data retention/deletion occurs per Section 7.4
14.3 Survival
The following sections survive termination: Definitions, Data Rights, Intellectual Property, Disclaimers, Limitation of Liability, Indemnification, Governing Law, and General Provisions.
15. Force Majeure
Neither party shall be liable for delays or failures due to circumstances beyond reasonable control, including:
- Natural disasters, pandemics, government actions
- Internet outages, cyber attacks, infrastructure failures
- Labor disputes, supplier failures
The affected party must provide prompt notice and use reasonable efforts to mitigate delays.
16. Dispute Resolution
16.1 Informal Resolution
- Disputes must first be addressed through good faith negotiations for 60 days
- Notice must be sent to designated contacts with specific claim details
16.2 Binding Arbitration
- Unresolved disputes shall be settled by binding arbitration under AAA Commercial Rules
- Arbitration location: New York, New York
- Each party bears its own costs unless otherwise awarded
16.3 Exceptions
Either party may seek injunctive relief in court for:
- Intellectual property violations
- Confidentiality breaches
- Security threats
17. Governing Law & Jurisdiction
These Terms are governed by New York law without regard to conflict of law principles. Any court proceedings shall be in the state or federal courts of New York County, New York, and you consent to personal jurisdiction there.
18. General Provisions
18.1 Modifications
- We may modify these Terms with 30 days advance notice
- Material changes affecting pricing or liability require explicit consent
- Continued use constitutes acceptance of non-material changes
18.2 Assignment
- You may not assign these Terms without our written consent
- We may assign these Terms in connection with a merger, acquisition, or sale
18.3 Severability
If any provision is unenforceable, the remainder shall remain in full force and effect.
18.4 Entire Agreement
These Terms, together with the Privacy Policy and referenced policies, constitute the entire agreement and supersede all prior understandings.
19. Contact Information
For legal notices and disputes:
- Foxnebula
- Legal Department
- 127 W 30th St, Ste 916
- New York, NY 10001-3406
- 📧 Appointment Only
For support and general inquiries:
- 📧 Email:info@foxnebula.com
- 🌐 Contact Form: Contact Us
