Terms of Service

“Customer Data” means monitor configurations, target information, heartbeat payloads, observations, incident records, status-page content, recipient information, files, logos, messages, and other data or content submitted by or for Customer or generated from Customer’s use of the Service. Customer Data does not include Service Data.

“Documentation” means the then-current technical and product documentation that we make available for the Service.

“Order” means an online checkout, order form, statement of work, or other ordering process accepted by Cofactor that identifies a subscription, plan, usage allowance, price, or other commercial term.

“Service Data” means usage, performance, diagnostic, security, operational, and statistical information relating to provision and use of the Service that does not identify Customer or an individual when used outside the operation of Customer’s account.

“Subscription Term” means the period during which Customer is authorized to use a paid subscription, as stated in the applicable Order.

“User” means an individual whom Customer authorizes to access its workspace or otherwise use the Service on its behalf.

You must be at least 18 years old and legally capable of entering into a binding contract.

You may not use the Service if applicable law prohibits you from doing so, including applicable trade-control and sanctions laws.

A person accepting these Terms for an organization represents that the person has authority to do so. An automated agent, script, CLI, or other software may act for a person or organization only when properly authorized by that person or organization. The person or organization remains responsible for the agent’s actions.

You must provide accurate, current, and complete account, organization, billing, and contact information and keep it updated.

You are responsible for:

• Safeguarding passwords, API keys, MCP credentials, Pulse tokens, private-page access credentials, and other authentication information;
• Ensuring that each User uses an individual account where the Service provides individual accounts;
• Configuring appropriate roles and permissions;
• All activity occurring through your workspace, Users, credentials, agents, integrations, and monitored systems; and
• Promptly notifying us at support@niceuptime.com of suspected unauthorized access or credential compromise.

Workspace owners and administrators may add or remove Users, change roles, configure monitoring and status pages, manage billing, and take other actions described in the Service. Customer authorizes us to rely on instructions from its owners and administrators.

We are not required to resolve internal disputes concerning workspace ownership, organizational authority, employment, client relationships, or access rights. We may suspend affected access while the parties resolve such a dispute.

Subject to these Terms, the applicable Order, and payment of applicable fees, Cofactor grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable Subscription Term to access and use the Service for Customer’s internal business, professional, development, or authorized client-service purposes.

An agency, consultant, or managed service provider may use the Service to monitor systems for its clients when it has the client’s authorization. Unless a plan or written agreement expressly permits otherwise, Customer may not sell or resell standalone access to the Service, operate it as a service bureau, or represent that Customer created or owns niceuptime.

Features, usage limits, retention windows, regions, status-page allowances, team seats, subscriber allowances, custom-domain allowances, API limits, and support levels depend on the applicable plan and may be described in the Order, pricing materials, or Documentation.

The Service may:

• Receive Pulse heartbeat requests initiated by systems under Customer’s control;
• Send Probe requests to HTTP or HTTPS targets configured by Customer;
• Process responses and response metadata;
• Calculate monitor state and availability;
• Create or update incidents;
• Publish configured information to status pages; and
• Send alerts or other notifications.

Customer specifically instructs and authorizes Cofactor and its service providers to perform these activities for the targets and recipients Customer configures.

Customer represents and warrants that:

• It owns, operates, or has sufficient authorization to monitor each configured target;
• It has the right to provide all URLs, payloads, recipient details, content, credentials, and other Customer Data used with the Service;
• Its configured request frequency and monitoring activity will not unreasonably burden or disrupt a target;
• It will stop monitoring a target promptly if its authorization ends or the target’s owner lawfully requests that monitoring stop; and
• It will comply with applicable law and applicable third-party agreements.

Customer is responsible for monitor configuration, alert thresholds, regions, schedules, recipient information, escalation procedures, and its response to results generated by the Service. Customer should independently test its monitoring and notification configuration and maintain suitable operational, security, backup, and incident-response controls.

Monitoring observations are technical records produced by an automated system. They are not certified audit records, legal attestations, or a guarantee of the availability, performance, security, or condition of a monitored system.

You may not, and may not permit any User, agent, or third party to:

• Monitor, scan, probe, access, or test any system without sufficient authorization;
• Use the Service for port scanning, vulnerability scanning, credential attacks, denial-of-service activity, malware delivery, exploitation, surveillance, or unauthorized security testing;
• Attempt to access private, loopback, link-local, internal, or otherwise restricted systems through the Service;
• Interfere with or disrupt the Service, its infrastructure, another customer, or a monitored target;
• Circumvent plan limits, rate limits, access controls, authentication, tenant isolation, or security measures;
• Access undocumented or nonpublic APIs or runtime endpoints, except as expressly authorized in writing;
• Reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying structure of the Service, except to the limited extent such a restriction is prohibited by law;
• Upload, publish, transmit, or facilitate unlawful, fraudulent, deceptive, defamatory, infringing, abusive, or malicious material;
• Use alerts, status-page subscriber functions, invitations, or other messaging functions to send spam or unsolicited marketing;
• Impersonate another person or organization or misrepresent the source, status, ownership, or performance of a service;
• Use the Service to process protected health information, full payment-card data, government identification numbers, biometric identifiers, authentication secrets, special categories of personal data, or similarly regulated or highly sensitive information unless Cofactor has expressly agreed in writing to support that use;
• Put passwords, API keys, bearer tokens, or other secrets in monitor names, URLs, public status-page content, incident notes, or unstructured payloads, except in a Service field expressly designed to receive and protect that type of secret;
• Copy, frame, scrape, sell, sublicense, or commercially exploit the Service except as expressly permitted by these Terms;
• Use the Service to build or benchmark a competing product using nonpublic information; or
• Use the Service in an emergency, life-safety, medical, nuclear, aviation, or other high-risk system where a failure or delayed notification could reasonably result in death, personal injury, or severe property or environmental damage.

We may investigate suspected violations and may throttle, block, remove, or suspend activity that creates legal, security, reputational, or operational risk.

Customer may use documented APIs, MCP capabilities, scripts, CLIs, and authorized software agents in accordance with its plan and the Documentation.

Customer is responsible for all actions taken through its API keys, MCP credentials, Pulse tokens, agents, and integrations. Customer must store credentials securely, grant the minimum necessary access, rotate compromised credentials, and revoke credentials that are no longer needed.

API and MCP usage may be subject to per-second, per-minute, daily, tenant, endpoint, or other limits. We may reject or throttle excessive requests and may suspend abusive automation.

Only interfaces identified as public in the Documentation are supported public interfaces. We may add compatible functionality to an existing version and may introduce a new version for breaking changes. Where reasonably practical, we will provide advance notice before discontinuing a generally available public API version.

Customer may configure Users, on-call personnel, status-page subscribers, invited viewers, and other recipients to receive communications from the Service.

Customer represents and warrants that it has provided all required notices and obtained all rights and consents necessary for Cofactor to:

• Store and use recipient contact information;
• Send operational, incident, access, invitation, subscription, or similar messages;
• Process opt-in and opt-out requests; and
• Act on Customer’s messaging instructions.

Customer is responsible for complying with laws governing commercial email, text messages, telephone communications, privacy, and electronic communications. Customer may not add purchased, scraped, or unauthorized recipient lists.

Customer must honor opt-out requests and may not re-enroll a recipient without any renewed consent required by law.

The Service is not an emergency notification or dispatch system. Message delivery can be delayed or prevented by third-party providers, network failures, incorrect addresses, spam filters, recipient settings, rate limits, or other conditions outside our control. Customer must maintain alternative communication and escalation procedures appropriate to its operations.

Customer controls which monitors, incidents, history, messages, logos, and other information appear on its status pages.

Content published to a public status page is intentionally made available to the public. It may be viewed, copied, indexed, archived, cached, quoted, or redistributed by third parties. Removing the content from niceuptime will not necessarily remove copies held by search engines, browsers, archives, recipients, or other third parties.

An unlisted, private, password-protected, email-restricted, or domain-restricted page reduces ordinary public access but does not guarantee confidentiality. Access links and passwords can be forwarded, authorized viewers can make copies or screenshots, and access controls can be defeated. Customer must not place trade secrets, credentials, regulated information, or other highly sensitive information on a status page.

Customer is responsible for the accuracy, lawfulness, and completeness of status-page content and for ensuring that automated status or incident information is configured appropriately.

For custom domains, Customer represents that it owns or controls the applicable hostname and authorizes us and our providers to validate the domain and provision routing and certificates. Customer is responsible for its registrar, DNS configuration, DNS security, renewals, and third-party domain-provider charges.

Customer grants Cofactor a worldwide, non-exclusive, royalty-free license to host, reproduce, process, transmit, adapt for technical formatting, and display Customer’s status-page content, names, marks, and logos solely as needed to provide the Service.

We may disable a status page, custom domain, file, or other content when we reasonably believe it violates these Terms, applicable law, or third-party rights, or creates a security or operational risk.

As between the parties, Customer retains its ownership rights in Customer Data.

Customer grants Cofactor and its service providers a limited, worldwide, non-exclusive license to host, copy, process, transmit, display, and otherwise use Customer Data only as necessary to:

• Provide, maintain, support, and secure the Service;
• Follow Customer’s documented instructions;
• Prevent or investigate fraud, abuse, and security incidents;
• Enforce these Terms;
• Comply with applicable law; and
• Exercise rights expressly granted by Customer.

Customer represents that Customer Data and our permitted processing of it will not violate applicable law, contractual obligations, or third-party rights.

We may collect and use Service Data to operate, secure, troubleshoot, analyze, and improve the Service. We may also create aggregated or de-identified information that does not identify Customer or an individual. We may use and retain that information for lawful business purposes, including capacity planning, reliability analysis, product development, security, and benchmarking, and will not attempt to re-identify it except to test or validate the de-identification process.

Customer is responsible for retaining independent copies of any Customer Data it needs. The Service is not a backup or archival service unless an Order expressly states otherwise.

Our Privacy Policy describes how we handle personal information when we act as a controller or business for account, website, billing, support, and related purposes.

When Cofactor processes personal information in Customer Data on Customer’s behalf, Customer is generally the controller or business and Cofactor is generally the processor or service provider. Customer is responsible for:

• Establishing a lawful basis for the processing;
• Giving legally required notices;
• Obtaining required consents;
• Responding to requests from individuals;
• Configuring the Service appropriately; and
• Ensuring its instructions comply with applicable law.

We may process such information to provide, secure, maintain, and support the Service, comply with law, and follow Customer’s documented instructions.

Any data processing addendum entered into between Customer and Cofactor is incorporated into these Terms. If an applicable data processing addendum conflicts with these Terms regarding processing of personal data, the data processing addendum controls for that conflict.

“Confidential Information” means nonpublic information disclosed by one party to the other that is marked confidential or should reasonably be understood as confidential given its nature and the circumstances of disclosure. Customer’s Confidential Information includes nonpublic Customer Data. Cofactor’s Confidential Information includes nonpublic product, security, technical, pricing, and business information.

The receiving party will:

• Use the disclosing party’s Confidential Information only to perform or exercise its rights under the parties’ agreement;
• Protect it using at least reasonable care;
• Disclose it only to personnel, contractors, professional advisers, and service providers who need it for that purpose and are subject to appropriate confidentiality obligations; and
• Be responsible for those recipients’ compliance.

Confidential Information does not include information that the receiving party can demonstrate was lawfully known without restriction, becomes public without breach, is received lawfully from another source without confidentiality obligations, or is independently developed without use of the Confidential Information.

A receiving party may disclose Confidential Information when required by law or valid legal process. Where legally permitted, it will provide reasonable advance notice and assistance so the disclosing party may seek protection.

Public status-page content and other information Customer directs us to publish are not Confidential Information.

We will maintain reasonable administrative, technical, and organizational safeguards designed to protect the confidentiality, integrity, and availability of the Service and Customer Data.

No security measure is perfect, and we do not warrant that unauthorized access, disclosure, alteration, or loss will never occur.

Customer is responsible for:

• Securing its devices, networks, monitored systems, domains, email accounts, and endpoints;
• Using strong and unique passwords and available multifactor authentication;
• Limiting permissions and credentials;
• Protecting tokens and access links;
• Reviewing workspace Users and audit information; and
• Promptly revoking access that is no longer required.

You may not perform penetration testing, vulnerability testing, or other security testing of the Service without our prior written authorization. Suspected vulnerabilities should be reported responsibly to security@niceuptime.com without accessing, changing, or retaining data belonging to another customer.

We will provide notices concerning a confirmed security incident as required by applicable law and any applicable written agreement.

The applicable Order or checkout page states the plan, Subscription Term, price, and payment frequency. Unless the Order states otherwise:

• Paid subscription fees are charged in advance;
• Fees are stated and payable in United States dollars;
• Fees are based on the purchased plan and not actual use;
• Payment obligations are non-cancelable during the current Subscription Term;
• Fees are nonrefundable except as expressly stated in these Terms or required by law; and
• Customer authorizes Cofactor and its payment processor to charge the selected payment method.

Plan limits may include monitors, check intervals, regions, status pages, subscribers, Users, custom domains, history, API requests, MCP access, notifications, and other resources. We may block creation of additional resources, throttle usage, restrict functionality, or require an upgrade when Customer reaches a limit. We will not impose an undisclosed overage charge; any usage-based or overage charge must be disclosed in the applicable Order or account interface.

Fees exclude sales, use, value-added, goods-and-services, withholding, and similar taxes. Customer is responsible for applicable taxes other than taxes based on Cofactor’s net income. If Customer claims an exemption, it must provide valid supporting documentation.

Terms stated in Customer purchase orders, vendor portals, or similar documents do not modify these Terms unless Cofactor expressly agrees to them in a signed writing.

Automatic renewal

Unless the applicable Order states otherwise, each paid subscription automatically renews at the end of its Subscription Term for another term equal to the preceding term and at the then-current price.

Customer authorizes us to charge the payment method on file for each renewal. We will provide any advance renewal notice required by applicable law.

Cancellation

Customer may cancel automatic renewal through the available billing portal or account settings. If those controls are unavailable, Customer may contact support@niceuptime.com before the renewal date.

Cancellation stops future renewal and ordinarily becomes effective at the end of the current paid Subscription Term. Customer may continue using paid features through that date unless the account interface states otherwise.

Canceling a paid subscription does not itself delete the workspace or Customer Data. At the end of the paid term, we may downgrade or restrict the workspace. Resources or data exceeding the resulting plan limits may become inaccessible and may later be deleted after reasonable notice.

Deleting a workspace is a separate action and may permanently delete Customer Data.

Upgrades and downgrades

An upgrade may take effect immediately, and any prorated charge will be shown before Customer confirms it.

A downgrade ordinarily takes effect at the next renewal. A downgrade may reduce limits, features, visible history, Users, status pages, subscribers, regions, domains, or other functionality. Customer is responsible for reviewing and exporting any information it requires before a downgrade takes effect.

Refunds

Except where required by law or expressly stated in an Order:

• Fees are nonrefundable;
• We do not provide refunds or credits for partial months or years;
• We do not provide refunds for unused resources, unused time, downgrades, or Customer’s failure to cancel before renewal; and
• A chargeback does not terminate Customer’s payment obligations.

If we terminate an active paid subscription for convenience or permanently discontinue the Service as a whole before the end of its paid Subscription Term, and Customer has not breached these Terms, Customer’s exclusive remedy will be a prorated refund of prepaid fees covering the unused portion of the terminated subscription.

Price changes and failed payments

We may change subscription prices by giving at least 30 days’ notice. A price change applies no earlier than Customer’s next renewal unless Customer affirmatively changes plans or purchases additional services.

If a payment fails or becomes overdue, we may retry the payment method, request another payment method, restrict paid features, downgrade the workspace, or suspend access after reasonable notice. Customer remains responsible for amounts incurred before suspension or termination and reasonable collection costs permitted by law.

Customer should report a suspected billing error promptly and, where practicable, within 60 days after the charge appears.

Free plans, trials, alpha features, beta features, previews, and experimental functionality may have reduced limits, different retention, incomplete functionality, and additional restrictions.

We may modify, suspend, or discontinue a free or preview offering at any time. Where reasonably practical, we will provide advance notice before closing an active free workspace and an opportunity to retrieve available Customer Data.

Preview features are provided for evaluation, may contain defects, may change without notice, and may never become generally available. They are provided without service levels, support commitments, or warranties.

Unless Cofactor signs a separate written service-level agreement, the Service has no contractual uptime or response-time commitment and no service-credit remedy.

The Service may be unavailable because of maintenance, deployment, capacity constraints, security measures, internet failures, DNS failures, third-party providers, attacks, software defects, emergencies, or other causes.

Support channels and priority may vary by plan. Unless stated in an Order, estimated support or response times are targets rather than binding commitments.

The Service may interoperate with payment processors, email providers, DNS providers, hosting providers, analytics providers, identity providers, external APIs, customer-selected integrations, and other third-party services.

A third-party integration selected or enabled by Customer may transfer Customer Data to that third party. Customer authorizes that transfer and is responsible for reviewing the third party’s terms, privacy practices, security, and continued availability.

We do not control and are not responsible for third-party products, monitored targets, external networks, domain registrars, DNS systems, payment networks, email delivery systems, or integrations outside our control. A third party’s change, suspension, or failure may affect the Service.

Cofactor and its licensors own all right, title, and interest in the Service, including its software, APIs, designs, interfaces, documentation, methods, know-how, trademarks, and improvements. Except for the limited right to use the Service under these Terms, no rights are transferred to Customer.

Customer may not use Cofactor’s names, logos, or trademarks except as permitted by published brand guidelines or written permission.

If Customer provides suggestions, ideas, corrections, or other feedback, Customer grants Cofactor a worldwide, perpetual, irrevocable, sublicensable, transferable, royalty-free right to use and incorporate the feedback without restriction or compensation. This does not give Cofactor ownership of Customer Data.

We may suspend or restrict the Service, a monitor, credential, integration, status page, domain, User, or workspace when we reasonably believe:

• Customer has violated these Terms;
• Customer’s use creates a security, legal, reputational, or operational risk;
• Monitoring is unauthorized or abusive;
• Customer’s activity threatens the Service or another party;
• Payment is overdue;
• Suspension is required by law or a governmental authority; or
• An emergency requires immediate action.

Where reasonably practical and safe, we will notify Customer and provide an opportunity to cure the issue. We may act immediately where delay could cause harm, compromise security, violate law, or expose us or another party to liability.

Suspension does not relieve Customer of payment obligations for the applicable Subscription Term when the suspension results from Customer’s breach.

These Terms begin when Customer first accepts them and continue until all accounts and subscriptions governed by them have ended.

Customer may stop using the Service at any time and may cancel a subscription as described above.

Either party may terminate an Order for material breach if the other party does not cure the breach within 30 days after written notice. We may terminate immediately for fraud, illegal activity, unauthorized monitoring, a serious security threat, repeated violations, insolvency, or a breach that cannot reasonably be cured.

We may terminate a free plan for convenience. We may terminate a paid subscription for convenience by providing reasonable notice and the prorated refund described above.

Upon expiration or termination:

• Customer’s right to use the affected Service ends;
• Outstanding fees and other accrued obligations remain due;
• Customer should export available Customer Data before access ends;
• We may disable monitors, alerts, status pages, credentials, and domains; and
• Customer Data will be handled in accordance with the Privacy Policy, applicable Documentation, and any applicable data processing addendum.

Provisions that by their nature should survive will survive, including provisions concerning fees, ownership, confidentiality, disclaimers, indemnification, liability, disputes, and general terms.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE, DOCUMENTATION, SUPPORT, MONITORING RESULTS, ALERTS, STATUS PAGES, APIS, MCP FEATURES, PREVIEW FEATURES, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

COFACTOR DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

We do not warrant that:

• The Service will be uninterrupted, secure, timely, or error-free;
• Every outage, failed job, latency problem, or incident will be detected;
• Every alert or notification will be delivered or delivered on time;
• Monitoring will be free of false positives, false negatives, clock differences, regional differences, or incomplete information;
• Status-page content will be accurate or complete;
• Historical calculations will match another monitoring provider;
• Customer Data will never be lost;
• Third-party services will remain available; or
• The Service will satisfy Customer’s legal, regulatory, audit, insurance, or contractual requirements.

The Service is a supplemental operational tool. It is not a substitute for system redundancy, observability, backups, security controls, disaster recovery, human oversight, or emergency procedures.

Customer will defend, indemnify, and hold harmless Cofactor, its affiliates, and their respective owners, officers, employees, contractors, licensors, and service providers from and against third-party claims, investigations, proceedings, damages, judgments, penalties, fines, losses, liabilities, costs, and reasonable attorneys’ fees arising out of or relating to:

• Customer Data or status-page content;
• A target Customer monitors or instructs us to access;
• Customer’s lack of authorization to monitor a system or use data;
• Customer’s recipients, subscribers, invitations, messages, consent practices, or failure to honor an opt-out;
• Customer’s use of the Service for a client or other third party;
• Customer’s violation of these Terms or applicable law; or
• Customer’s infringement or violation of another party’s intellectual property, privacy, publicity, contractual, or other rights.

We will provide reasonable notice of an indemnified claim, allow Customer to control its defense and settlement, and provide reasonable cooperation at Customer’s expense. Customer may not settle a claim in a manner that admits wrongdoing by, imposes an obligation on, or restricts Cofactor without our prior written consent, which will not be unreasonably withheld.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, RELIANCE, OR PUNITIVE DAMAGES; LOSS OF PROFITS, REVENUE, GOODWILL, OR BUSINESS; BUSINESS INTERRUPTION; LOSS OR CORRUPTION OF DATA; COST OF SUBSTITUTE SERVICES; OR FAILURE TO DETECT OR COMMUNICATE AN INCIDENT, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF COFACTOR AND ITS AFFILIATES ARISING OUT OF OR RELATING TO THE SERVICE, THESE TERMS, AND ALL ORDERS WILL NOT EXCEED THE GREATER OF:

• ONE HUNDRED UNITED STATES DOLLARS; OR
• THE FEES PAID OR PAYABLE BY CUSTOMER TO COFACTOR FOR THE AFFECTED SERVICE DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.

The limitations apply regardless of the theory of liability and even if a limited remedy fails of its essential purpose.

Nothing in this section limits Customer’s payment obligations, Customer’s indemnification obligations, or liability that cannot lawfully be excluded or limited. Where applicable law does not allow a particular exclusion or limitation, it applies only to the maximum extent permitted.

The parties acknowledge that the fees and risk allocation reflected in these Terms depend on these limitations.

Before starting formal proceedings, a party must send the other a written notice describing the dispute and requested resolution. Notices to Cofactor must be sent to legal@niceuptime.com. The parties will attempt in good faith to resolve the dispute for at least 30 days after receipt of the notice. This requirement does not prevent either party from seeking urgent injunctive or equitable relief.

These Terms and all disputes arising out of or relating to them are governed by the laws of the State of Florida, without regard to conflict-of-law principles.

The parties consent to exclusive jurisdiction and venue in:

• The state courts located in Broward County, Florida; and
• The United States District Court for the Southern District of Florida.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN AN ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE.

Nothing in these Terms deprives an individual of non-waivable protections of the law of the individual’s place of residence.

We may update these Terms as the Service, our business, or applicable law changes.

For a material change, we will provide at least 30 days’ notice by email, through the Service, or by another reasonable method, unless a shorter period is reasonably required to address law, security, abuse, or an urgent product issue.

For an active paid subscription, a materially adverse change will ordinarily take effect at the next renewal unless the change is required sooner by law, security needs, or changes to Service functionality. Customer may cancel renewal before the change takes effect.

Continued use of the Service after revised Terms take effect constitutes acceptance of the revised Terms. Changes do not retroactively alter a dispute arising before their effective date.

Electronic communications and notices

Customer consents to receive electronic records and notices concerning its account, billing, security, legal terms, and operation of the Service. Notices may be delivered to the email address associated with the workspace, through the Service, or through another reasonable electronic method.

Customer is responsible for keeping its contact information current. A notice is effective when sent to the last contact information provided by Customer.

Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, severe weather, war, terrorism, civil unrest, labor disputes, epidemics, internet or telecommunications failure, utility failure, denial-of-service attacks, government action, or failure of a third-party provider. This provision does not excuse Customer’s obligation to pay amounts already due.

Assignment

Customer may not assign these Terms or an Order without Cofactor’s prior written consent.

Cofactor may assign these Terms or an Order to an affiliate or in connection with a merger, reorganization, financing, sale of equity, or sale of all or substantially all of the relevant business or assets.

Export controls

Customer will comply with applicable export-control, sanctions, and trade laws and will not provide the Service to a prohibited person, entity, country, or end use.

Relationship

The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, fiduciary, employment, or agency relationship.

No third-party beneficiaries

Except for persons expressly entitled to indemnification, these Terms create no rights for third parties.

Waiver and severability

Failure to enforce a provision is not a waiver. A waiver must be in writing.

If a provision is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible. The remaining provisions remain effective.

Entire agreement and order of precedence

These Terms and applicable Orders constitute the entire agreement concerning the Service and supersede prior or contemporaneous proposals, communications, and agreements concerning their subject matter.

A separately signed agreement controls over these Terms for a direct conflict. An Order controls over these Terms only for the specific commercial terms it expressly changes. An applicable data processing addendum controls for a conflict concerning processing of personal data.

Headings are for convenience only. “Including” means “including without limitation.”

Cofactor, LLC

Attn: Legal

4301 S Flamingo Road

Suite 106 PMB 610

Davie, Florida 33330

United States

Legal: legal@niceuptime.com

Support: support@niceuptime.com

Security: security@niceuptime.com