Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and Auranox Core, operated by Auranox PTE. LTD. ("Auranox Core," "we," "us," or "our"), governing your access to and use of our cloud management, modernization, and professional services.

1.1 Acceptance of Terms

By accessing our website, engaging our services, or executing a service agreement with us, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not access or use our services.

1.2 Authority to Enter Agreement

You represent and warrant that:

• You have the legal authority to enter into this agreement on behalf of your organization
• You are at least 18 years of age
• Your use of the services complies with all applicable laws and regulations
• All information you provide is accurate, current, and complete

1.3 Service Agreements

These Terms apply to all services unless superseded by a separate written Master Services Agreement (MSA) or Statement of Work (SOW) executed between you and Auranox Core. In case of conflict, the MSA or SOW takes precedence.

2. Services Description

Auranox Core provides enterprise-grade cloud management, modernization, and professional services to organizations across regulated industries.

2.1 Service Categories

Multi-Cloud Management Services

• Infrastructure monitoring and optimization across multiple cloud platforms
• Security and compliance management
• Performance tuning and scaling
• Cloud architecture design and implementation

Cloud Consultation

• Multi-cloud strategy development and planning
• Cloud transformation roadmaps
• Technology assessment and readiness evaluation
• Best practices guidance and recommendations

Modernization Services

• Legacy system migration to cloud platforms
• Application modernization and containerization
• Infrastructure optimization
• Digital transformation acceleration

Professional Services

• End-to-end implementation and migration
• Training and knowledge transfer
• Ongoing support and maintenance
• Project management and delivery

2.2 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of our services at any time. We will provide reasonable notice of material changes that may adversely affect your use of the services.

2.3 Third-Party Services

Our services may integrate with or rely upon third-party cloud platforms (AWS, Azure, Google Cloud, etc.). Your use of such platforms is subject to their respective terms and conditions. We are not responsible for third-party service availability, performance, or changes.

3. User Accounts and Access

3.1 Account Registration

To access certain services, you must create an account. You agree to:

• Provide true, accurate, current, and complete information
• Maintain and promptly update your account information
• Maintain the security and confidentiality of your login credentials
• Immediately notify us of any unauthorized access or security breach

3.2 Account Security

You are responsible for all activities that occur under your account. Security best practices include:

• Using strong, unique passwords
• Enabling multi-factor authentication when available
• Not sharing account credentials with unauthorized persons
• Regularly reviewing account activity for suspicious behavior

3.3 Account Termination

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

• You violate these Terms or our Acceptable Use Policy
• Your account is used for fraudulent or illegal activities
• You fail to pay fees when due
• Your use poses a security risk to our systems or other customers

4. Acceptable Use Policy

You agree to use our services only for lawful purposes and in accordance with these Terms.

4.1 Prohibited Activities

You shall not:

• Use our services for any illegal purpose or in violation of any laws
• Attempt to gain unauthorized access to our systems or networks
• Interfere with or disrupt the integrity or performance of our services
• Transmit viruses, malware, or other malicious code
• Engage in activities that could damage, disable, or impair our services
• Use our services to store or transmit infringing, libelous, or unlawful content
• Attempt to reverse engineer, decompile, or extract source code from our services
• Use our services to send spam or unsolicited communications
• Violate the privacy or intellectual property rights of others
• Use automated systems to access our services without authorization

4.2 Resource Usage

You agree to use resources reasonably and not to:

• Consume excessive bandwidth or computing resources
• Create an unreasonable burden on our infrastructure
• Engage in cryptocurrency mining using our services
• Run scripts or processes that degrade system performance

4.3 Compliance

You are responsible for ensuring your use of our services complies with:

• All applicable international, federal, state, and local laws
• Industry-specific regulations (GDPR, HIPAA, PCI-DSS, etc.)
• Export control laws and sanctions programs
• Data protection and privacy requirements

5. Intellectual Property Rights

5.1 Auranox Core IP

All rights, title, and interest in and to the Auranox Core services, including all intellectual property rights, are and will remain the exclusive property of Auranox Core and its licensors. This includes:

• Software, source code, and object code
• Proprietary methodologies and processes
• Trademarks, service marks, and logos
• Documentation, training materials, and content
• Tools, templates, and frameworks

5.2 Limited License

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

5.3 Customer Data

You retain all rights to your data. By using our services, you grant us a limited license to:

• Process your data to provide the services
• Use aggregated, anonymized data for service improvement
• Create backup copies for disaster recovery purposes
• Access your data to provide technical support

5.4 Feedback

If you provide feedback, suggestions, or recommendations about our services, we may use such feedback without any obligation to you, including for service improvements and product development.

5.5 Trademarks

You may not use Auranox Core trademarks, logos, or service marks without our prior written consent. Any authorized use must comply with our brand guidelines.

6. Payment Terms

6.1 Fees and Charges

Fees may include:

• Subscription or recurring service fees
• Professional services fees (consulting, implementation, training)
• Usage-based charges (if applicable)
• Third-party cloud infrastructure costs
• Support and maintenance fees

6.2 Billing and Payment

• Invoicing: Invoices are issued according to the payment terms in your service agreement
• Payment Terms: Payment is due within 30 days of invoice date unless otherwise specified
• Payment Methods: We accept wire transfers, credit cards, and other agreed payment methods
• Currency: All fees are in USD unless otherwise specified

6.3 Late Payment

Late payments are subject to:

• Interest charges of 1.5% per month (or the maximum rate permitted by law)
• Suspension of services until payment is received
• Collection costs and legal fees

6.4 Taxes

Fees are exclusive of all taxes, duties, and similar assessments. You are responsible for all applicable taxes except those based on our net income.

6.5 Price Changes

We reserve the right to modify our pricing with 60 days' notice. Price changes will not affect existing contracts during their current term.

6.6 Refund Policy

All fees are non-refundable except as required by law or as specifically provided in your service agreement. Refunds for services not rendered due to our failure will be provided on a pro-rata basis.

7. Confidentiality

7.1 Definition of Confidential Information

Confidential Information includes all non-public information disclosed by either party, including:

• Technical data, designs, and specifications
• Business plans, strategies, and financial information
• Customer data and user information
• Proprietary methodologies and processes
• Trade secrets and know-how

7.2 Confidentiality Obligations

Each party agrees to:

• Maintain the confidentiality of the other party's Confidential Information
• Use Confidential Information only for purposes of the agreement
• Protect Confidential Information using the same degree of care as for its own confidential information (but no less than reasonable care)
• Limit disclosure to employees and contractors with a need to know
• Ensure that recipients are bound by similar confidentiality obligations

7.3 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available without breach of this agreement
• Was rightfully possessed prior to disclosure
• Is independently developed without use of Confidential Information
• Is rightfully received from a third party without confidentiality restrictions
• Must be disclosed pursuant to law or court order (with notice to the disclosing party)

7.4 Duration

Confidentiality obligations survive termination of this agreement and continue for five (5) years, except for trade secrets which remain confidential indefinitely.

8. Service Level Agreement

8.1 Availability Commitment

Specific service level commitments are defined in your service agreement and may include:

• Uptime Guarantee: Target availability of 99.9% for production services
• Response Times: Initial response within specified timeframes based on severity
• Resolution Times: Target resolution times for different priority levels

8.2 Scheduled Maintenance

• Routine maintenance windows are typically during off-peak hours
• Notice provided at least 48 hours in advance for planned maintenance
• Emergency maintenance may be performed with shorter notice when required

8.3 Support Services

Support is provided according to your service tier:

• Business Hours Support: Monday–Friday, 9 AM–6 PM (UTC+8)
• Extended Support: 24/7 support available for enterprise customers
• Support Channels: Email, phone, and ticketing system

8.4 Service Credits

If we fail to meet committed service levels, you may be eligible for service credits as specified in your service agreement.

8.5 Exclusions

SLA commitments do not apply to issues caused by:

• Your actions or those of your authorized users
• Third-party services or infrastructure
• Force majeure events beyond our reasonable control
• Scheduled maintenance windows
• Your failure to follow documented procedures

9. Warranties and Disclaimers

9.1 Our Warranties

We warrant that:

• Services will be performed in a professional and workmanlike manner
• We have the necessary rights and authority to provide the services
• Our services will substantially conform to applicable documentation
• We will comply with applicable laws and regulations

9.2 Customer Warranties

You warrant that:

• You have all necessary rights to use and provide your data to us
• Your use of services complies with all applicable laws
• You will not use services for illegal purposes
• Information you provide is accurate and complete

9.3 Disclaimer of Warranties

Except as expressly provided in these Terms, services are provided "as is" and "as available" without warranties of any kind, either express or implied. To the maximum extent permitted by law, we disclaim all implied warranties, including warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted or error-free operation, and accuracy or completeness of results.

10. Limitation of Liability

10.1 Limitation on Damages

To the maximum extent permitted by law, in no event shall Auranox Core be liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or business opportunities; business interruption or loss of use; cost of substitute services; or damage to reputation or goodwill.

This limitation applies regardless of the legal theory (contract, tort, negligence, strict liability, or otherwise) and even if we have been advised of the possibility of such damages.

10.2 Cap on Liability

Our total aggregate liability arising out of or related to these Terms shall not exceed the greater of: (a) the fees paid by you in the twelve (12) months preceding the claim, or (b) USD $10,000.

10.3 Exceptions

The limitations in this section do not apply to:

• Your payment obligations
• Your indemnification obligations
• Your violations of our intellectual property rights
• Claims for bodily injury or property damage
• Gross negligence or willful misconduct
• Violations of applicable law (to the extent not waivable)

10.4 Allocation of Risk

The limitations of liability reflect an allocation of risk between the parties. The pricing of our services reflects these risk allocations and limitations.

11. Indemnification

11.1 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless Auranox Core, its affiliates, and their respective officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:

• Your use or misuse of our services
• Your violation of these Terms or applicable law
• Your violation of third-party rights (including intellectual property rights)
• Your data or content submitted to our services
• Negligence or willful misconduct by you or your authorized users

11.2 Our Indemnification Obligations

We will indemnify you against claims that our services infringe a third party's intellectual property rights, provided that:

• You promptly notify us in writing of the claim
• We have sole control of the defense and settlement
• You provide reasonable cooperation in the defense

11.3 Remedies for IP Claims

If services are subject to an infringement claim, we may at our option:

• Obtain the right for you to continue using the services
• Replace or modify the services to make them non-infringing
• Terminate the affected services and refund prepaid fees (pro-rata)

12. Termination

12.1 Term and Renewal

• Initial term as specified in the service agreement
• Automatic renewal for successive periods unless either party provides timely notice
• Renewal notice period: 60 days before term expiration

12.2 Termination for Convenience

• You may terminate with 60 days' written notice
• We may terminate with 90 days' written notice
• No refunds for prepaid fees upon termination for convenience

12.3 Termination for Cause

Either party may terminate immediately if the other party:

• Materially breaches these Terms and fails to cure within 30 days of notice
• Becomes insolvent or files for bankruptcy
• Ceases business operations
• Engages in fraudulent or illegal activities

12.4 Effect of Termination

Upon termination:

• Your right to access and use services immediately ceases
• All outstanding fees become immediately due and payable
• We will provide reasonable assistance with data migration (fees may apply)
• We may delete your data after a retention period (typically 30 days)
• All licenses granted under these Terms terminate

12.5 Survival

The following sections survive termination: payment obligations, intellectual property rights, confidentiality, warranties and disclaimers, limitation of liability, indemnification, and dispute resolution.

13. Dispute Resolution

13.1 Informal Resolution

Before initiating formal proceedings, parties agree to attempt to resolve disputes informally by contacting the other party's legal department. This informal process should continue for at least 30 days before formal proceedings.

13.2 Governing Law

These Terms are governed by the laws of the Republic of Singapore, without regard to conflict of law principles. The UN Convention on Contracts for the International Sale of Goods does not apply.

13.3 Arbitration

If informal resolution fails, disputes shall be resolved by binding arbitration:

• Arbitration Rules: Singapore International Arbitration Centre (SIAC) Rules
• Location: Singapore
• Language: English
• Number of Arbitrators: One for disputes under USD $100,000; three for larger disputes
• Costs: Each party bears its own costs; arbitrator fees shared equally

13.4 Exceptions to Arbitration

Either party may seek injunctive or equitable relief in court for:

• Intellectual property violations
• Confidentiality breaches
• Unauthorized access to systems
• Collection of unpaid fees

13.5 Class Action Waiver

You agree that disputes will be resolved on an individual basis. You waive any right to bring claims as a class action, collective action, or representative action.

14. General Provisions

14.1 Amendments

We may modify these Terms at any time by posting updated terms on our website. Material changes will be notified via email. Continued use of services after changes constitutes acceptance.

14.2 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets with notice to you.

14.3 Force Majeure

Neither party is liable for delays or failures due to events beyond reasonable control, including:

• Natural disasters (earthquakes, floods, storms)
• Acts of war, terrorism, or civil unrest
• Government actions or regulations
• Labor disputes or strikes
• Internet or telecommunications failures
• Pandemics or public health emergencies

14.4 Entire Agreement

These Terms, together with your service agreement and referenced policies, constitute the entire agreement between the parties and supersede all prior agreements and understandings.

14.5 Severability

If any provision is found invalid or unenforceable, the remaining provisions remain in full effect. Invalid provisions will be modified to the minimum extent necessary to make them valid.

14.6 Waiver

Failure to enforce any provision does not constitute a waiver of that provision or any other provision. Waivers must be in writing to be effective.

14.7 Relationship of Parties

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

14.8 Export Compliance

You agree to comply with all applicable export control laws and regulations. You represent that you are not on any government restricted party lists.

14.9 Notices

Notices must be in writing and sent via email (with confirmation of receipt), registered mail, or courier service to the address on file. Notices are deemed received when delivered.

Notices to Auranox Core should be directed to Auranox PTE. LTD., Singapore.