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SpanDock

Draft for review. This document is not yet in force and will change before SpanDock launches.

Terms of Service

Draft. This document is a draft for review and is not yet in force. [TBD: legal review]

These Terms of Service ("Terms") govern your use of the SpanDock website at https://spandock.com, your SpanDock account, and the SpanDock desktop software and licenses (together, the "Service"). The Service is provided by Nolatech Ltd, a company registered in Cyprus [TBD: confirm entity, registration number and address] ("we", "us"). By creating an account, downloading the software or activating a license, you agree to these Terms. If you accept them on behalf of an organisation, you confirm that you can bind it, and "you" means that organisation.

1. Accounts

  • You need an account to obtain a license. You must give accurate information and keep it up to date.
  • You are responsible for everything done through your account and for keeping your sign-in methods secure. Tell us at support@spandock.com if you think your account has been compromised.
  • You must be at least 18 years old, or the age of majority where you live, to create an account.
  • We may refuse or close accounts that break these Terms.

2. The software and licenses

  • The license. Subject to these Terms and payment of any fees, we grant you a non-exclusive, non-transferable, revocable license to install and use the SpanDock software within the limits of your license tier, for your internal business purposes.
  • Tiers. Each license has a tier (Free, Usage, Unlimited or Enterprise). The tier sets the number of servers, satellites and clients you may use and the features available, as described on our pricing page at https://spandock.com/pricing or in an order form for Enterprise customers. Enterprise terms agreed in writing take precedence over these Terms where they conflict.
  • Every installation needs a license. The free tier requires an account; a Free license is created when you sign up.
  • License keys. Your license key is confidential. Do not share it outside your organisation or use it beyond its limits.
  • License checks. The software checks the license with our servers daily, when the license changes, and after each update. A check sends an installation identifier, the software's role, version, operating system and architecture, the reason for the check, and counts of active clients, servers and satellites. It does not send your telemetry, prompts or code. If a check cannot reach our servers, the software continues to work for the grace period stated in the license.
  • Ownership. The software is licensed, not sold. We and our licensors keep all rights not expressly granted. You may not copy, modify, reverse engineer, decompile or create derivative works of the software, except as allowed by law that cannot be excluded by contract.
  • Third-party components. The software includes open-source components, which are licensed under their own terms. Those terms prevail for those components.
  • Updates. We may release updates that change features. The software may install updates automatically if you turn that on.

3. Fees and taxes

  • Paid tiers are charged as described on the pricing page or in your order.
  • Usage billing. The Usage tier is billed on the counts reported in license checks: for each day, the highest number of active clients, and the highest number of servers plus satellites. You agree that these reported counts are the basis for billing. You must not tamper with or suppress license checks.
  • Our reseller. Orders are processed by our reseller and merchant of record, who appears on your invoice. It sells the subscription to you, collects payment and handles sales tax, VAT and similar taxes, and its own terms apply to the purchase. [TBD: link the reseller's buyer terms]
  • Prices exclude taxes unless stated. Taxes are calculated at checkout based on your location.
  • Failed payments. If a payment fails, your license may show as past due, and we may limit or end the license if the payment is not made. [TBD: dunning period]
  • We may change prices with at least 30 days' notice. Changes apply from your next billing period.

4. Cancellation and downgrades

  • You can upgrade, downgrade or cancel from your dashboard on https://spandock.com.
  • Upgrades take effect immediately. Prorated charges may apply.
  • Downgrades and cancellations take effect at the end of the current billing period, unless stated otherwise at the time. After a downgrade, features and limits follow the new tier.
  • Fees already paid are not refundable, except where required by law or stated in our refund policy. [TBD: refund policy, including any statutory withdrawal rights for consumers]

5. Acceptable use

You must use the Service in line with our Acceptable Use Policy, which forms part of these Terms.

6. Your data

  • Self-hosted. The SpanDock software runs on your machines. Telemetry, prompts, code and other content it processes stay on your infrastructure and go only to the destinations you configure. We do not host, access or process that content.
  • You are responsible for your content, for your choice of destinations, for securing your machines, and for complying with laws that apply to monitoring the use of AI tools by your staff, including informing them where required.
  • Account and license data. We process your account data, billing data and license-check data as described in our Privacy Policy.
  • Feedback. If you send us suggestions, we may use them without obligation to you.

7. Warranties disclaimer

To the extent permitted by law, the Service, including the software, is provided "as is" and "as available", without warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement and uninterrupted or error-free operation. We do not warrant that cost estimates, model prices or routing decisions made by the software are accurate or optimal. Nothing in these Terms limits rights that consumers have under mandatory law.

8. Limitation of liability

To the extent permitted by law:

  • We are not liable for indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, data or goodwill.
  • Our total liability arising out of or relating to the Service in any 12-month period is limited to the greater of the fees you paid us for the Service in the 12 months before the event giving rise to the claim, and 100 euros. [TBD: confirm cap]
  • These limits do not apply to liability that cannot be limited by law, such as for death or personal injury caused by negligence, or for fraud.

9. Termination

  • You may stop using the Service and delete your account at any time.
  • We may suspend or end your account or license if you materially break these Terms and, where the breach can be fixed, do not fix it within 14 days of notice, or immediately for serious breaches such as license tampering or illegal use.
  • When a license ends, the software's features are limited to the Free tier or stop, depending on the case. Your data on your own machines remains yours.
  • Sections that by their nature should survive termination survive it, including sections 2 (ownership), 3 (unpaid fees), 6, 7, 8 and 10.

10. Governing law and disputes

These Terms are governed by the laws of [TBD], and disputes are subject to the courts of [TBD], without prejudice to mandatory consumer protections in your country of residence.

11. Changes to these Terms

We may update these Terms. For material changes, we will give at least 30 days' notice by email or in your dashboard. If you continue to use the Service after the changes take effect, you accept them. If you don't agree, you may cancel before they take effect.

12. Contact

Nolatech Ltd, Cyprus [TBD: address]. Email: support@spandock.com.