1. Introduction

These Terms of Service ("Terms") set forth the terms under which KorGrid, LLC, an Arizona limited liability company ("the Company"), provides its infrastructure hosting, virtualization, replication, and related technology services to you. By creating an account, submitting an order, or using any portion of the Services, the Customer agrees to the provisions of these Terms.

The Terms serve as the governing contract between the parties and incorporates the SLA, Acceptable Use Policy, and Data Protection Addendum. Collectively, these documents define the rights and obligations of both parties with respect to the use, delivery, and support of the Services.

2. Definitions

The following definitions apply to these Terms:

Acceptable Use Policy or AUP sets the behavioral and operational standards for lawful, responsible use of the Services, and is available here.
Account means the online management portal through which the Customer provisions and administers the Services.
Authorized Users means any of Customer's employees, agents, contractors, or other representatives.
Confidential Information means non-public information disclosed by one party to the other that a reasonable person would regard as confidential or proprietary.
Customer or "you" or "yours" means the person, Authorized User, entity, or agent creating or managing an account with Company.
Customer Data refers to all data, content, or software transmitted, processed, or stored through the Service environment.
Data Protection Addendum (DPA) establishes the privacy, confidentiality, and data-handling principles applicable to Customer Data and is available here.
Effective Date is the date the Customer first activates, accesses, or uses the Services.
IaaS means infrastructure as a service.
Service Level Agreement (SLA) is the document outlining commitments for uptime and response targets available here.
Services encompasses the compute, storage, networking, and replication infrastructure made available under these Terms, together with maintenance and support.
Support describes the technical assistance and maintenance functions provided by the Company as described herein.

3. Structure of the Agreement

The Terms, together with any applicable order forms or written supplements, constitutes the entire understanding between the parties regarding the Services and supersedes any prior or contemporaneous agreements or proposals. If any inconsistency arises among documents, the following hierarchy governs:

1. Any executed order form or service schedule
2. The Terms
3. The Service Level Agreement
4. The Acceptable Use Policy
5. The Data Protection Addendum

4. Scope of Services

The Services covered by these Terms provide IaaS capabilities hosted entirely within the United States. Offerings include virtual private hypervisors, compute and memory resources, high-performance storage, network routing, and replication functionality designed to support enterprise workloads.

Enhancements or modifications may be introduced from time to time to maintain security, efficiency, or reliability. Where an adjustment materially affects the Customer's use of the Services, reasonable advance notice will be given. Should any component be discontinued, access will remain available for a retrieval period of ten days, so data can be exported or migrated.

Responsibility for secure configuration and operation of workloads within the environment rests with the Customer. The Company provides and maintains the underlying infrastructure, but proper system setup, software patching, and application-level security remain under the Customer's control.

5. Account Registration and Security

(a) Account Creation - To access and manage the Services, the Customer must establish an account through the Company's online management portal. Accurate and complete account information is required at all times, including valid contact and payment details. If Customer is registering on behalf of a company, organization, or other legal entity, Customer represents and warrants that the person or entity creating the account has the authority to bind Customer to these Terms. Customer is also responsible for ensuring that its registration information remains accurate, complete, and up to date.

(b) Authorized Users - Customer may authorize its Authorized Users to access and use the Services under Customer's account in accordance with these Terms. Customer is solely responsible for (a) the acts and omissions of its Authorized Users and (b) ensuring that all Authorized Users comply with these Terms. Any act of omission by an Authorized User that would constitute a breach of these Terms if committed by Customer will be deemed a breach by Customer.

If unauthorized access, misuse, or a suspected security breach occurs, the Customer must take immediate steps to secure the account and should promptly inform the Company. Access may be suspended temporarily to protect systems or investigate unusual activity. Accounts may not be shared, transferred, or resold without prior written consent.

(c) Account Credentials and Security - Customer and its Authorized Users must maintain the confidentiality of all usernames, passwords, API keys, and other access credentials associated with the Services. Customer will promptly notify Company if it becomes aware of any unauthorized access to or use of its Account or any security breach related to the Services. Customer is responsible for all activities that occur under its Account, whether or not authorized, until Company is notified and has had a reasonable opportunity to disable the affected credentials.

(d) Restrictions on Access - Customer and its Authorized Users may access and use the Services only for Customer's internal business purposes and in accordance with (a) these Terms, (b) any applicable Order Form, documentation, or usage limits, and (c) all applicable laws and regulations. Customer will not, and will not permit others to (i) share access credentials except with Authorized Users; (ii) use another customer's Account without permission; (iii) attempt to circumvent or disable any security or usage restrictions; or (iv) access or use the Services for competitive analysis, benchmarking, or to build a competing product or service.

Suspension of Access - Company may suspend Customer's or any Authorized User's access to the Services immediately upon notice if (a) Company reasonably believes that Customer or any Authorized User has violated these Terms or the Acceptable Use Policy, (b) such suspension is necessary to protect the security or integrity of the Services, or (c) Customer fails to pay any undisputed fees when due. Company will use commercially reasonable efforts to limit suspension to the affected portion of the Services and to promptly restore access once the issue is resolved.

6. Acceptable Use

Use of the Services must comply with all applicable laws and the Acceptable Use Policy. Activities that threaten network integrity, system security, or lawful operations are strictly prohibited. This includes hosting or transmitting malicious content, engaging in denial-of-service attacks, sending unsolicited or deceptive communications, or attempting to gain unauthorized access to systems or data.

The Services may not be used to store or distribute material that infringes intellectual property rights, violates privacy laws, or contains obscene or defamatory content. Misuse, intentional interference, or failure to comply with these obligations may result in suspension or termination of access without prior notice.

7. Ordering and Service Activation

Orders for Services are placed electronically through the Company's management portal or any other approved channel. Each order represents a separate agreement governed by the terms of these Terms.

Provisioning occurs once resources are deployed and accessible to the Customer. Adjustments such as scaling compute, memory, or storage resources can be made through the portal at any time. Such changes are automatically reflected in monthly usage and billing. Trial or evaluation environments may be offered at the Company's discretion and may be modified or discontinued at any time without liability.

8. Fees and Billing

All Services are billed on a month-to-month basis and calculated according to actual usage. Resource consumption is measured at regular intervals during the billing period and averaged to determine billable amounts. Partial units of compute, memory, or storage are rounded up to the nearest whole unit.

Invoices are issued electronically at the close of each billing cycle. Payment is due upon receipt and must be made using an approved payment method. Any unpaid balance outstanding for more than fifteen days may accrue late charges at a rate of 1.5% per month, or the maximum rate permitted by law, whichever is lower.

Charges exclude applicable taxes or regulatory fees, which are the responsibility of the Customer. All fees are non-refundable unless expressly stated otherwise.

9. Billing Disputes

If a billing discrepancy arises, the Customer must submit a written explanation identifying the specific charges in question within fifteen days of receiving the invoice. Undisputed amounts must still be paid by the due date.

Upon receiving a valid dispute, the Company will conduct a review and issue either a correction or a credit if warranted. Suspension or termination for nonpayment does not occur while a legitimate billing dispute is under review, provided the Customer remains current on all other obligations.

10. Data Ownership and Storage

All data, content, and software transmitted or stored using the Services remain the sole property of the Customer. The Company does not claim ownership of Customer Data and processes it only to the extent necessary to deliver and maintain the Services.

All data resides exclusively within facilities located in the United States. Systems are designed for durability and availability, but maintaining independent backups remains the Customer's responsibility. Built-in replication or redundancy features are not substitutes for regular data backups performed by the Customer.

Upon termination or expiration of Services, data will remain accessible for up to ten calendar days unless otherwise required by law. After that period, all associated information may be permanently deleted and unrecoverable.

11. Data Protection and Security

The Company maintains administrative, physical, and technical safeguards intended to protect the confidentiality, integrity, and availability of systems and data. These controls include network segmentation, restricted administrative access, encryption of data in transit, and continuous infrastructure monitoring.

The Customer is responsible for managing access credentials, applying security best practices within their environments, and ensuring that operating systems and applications are configured and maintained securely. The Company is not responsible for vulnerabilities introduced by Customer-managed software, network design, or user configuration.

In the event of confirmed unauthorized access to Customer Data resulting from a breach of the Company's systems, reasonable efforts will be made to notify affected Customers without undue delay. Notification may include a description of the event, the scope of data involved, and the remedial steps taken.

12. Confidentiality

Each party agrees to protect confidential information received from the other using at least the same degree of care that it applies to its own sensitive information, but never less than a reasonable standard of care. Confidential information includes, but is not limited to, business data, technical documentation, pricing, and non-public operational details.

Information will not be considered confidential if it becomes public through no fault of the receiving party, was already lawfully known to that party, was independently developed, or is disclosed under legal compulsion. When disclosure is required by law, the receiving party will make reasonable efforts to limit the disclosure to what is legally necessary.

All confidentiality obligations survive termination of the Terms for a period of five years.

13. Customer Responsibilities

Customer must use the Services only for lawful business purposes and in accordance with these Terms. It is the Customer's responsibility to maintain accurate account details, ensure payment of all charges when due, and comply with all relevant federal, state, and local regulations.

Customers are expected to configure and manage their systems responsibly, safeguard credentials, and monitor access to prevent unauthorized use. Activities that could disrupt service availability, degrade performance, or compromise the security of other users are prohibited.

14. Service Delivery and Support

Services are provided in a professional and commercially reasonable manner consistent with industry standards for data center and infrastructure operations. Normal business hours for technical support are Monday - Friday, 8:00 a.m. to 5:00 p.m. Mountain Standard Time.

Outside of normal hours, an on-call engineer is available for infrastructure-impacting incidents, with an initial acknowledgment target of thirty minutes. Severity classifications and response expectations are defined in the SLA.

Routine maintenance and upgrades are scheduled to minimize disruption. Any maintenance that requires downtime is typically performed during off-peak hours, with advance notice given to Customer. Emergency maintenance may be performed at any time if necessary for the protection of systems or data.

15. Service Availability and Performance

The Company aims to maintain continuous operation of core compute, storage, and networking infrastructure with a target monthly uptime of 99.95 percent. Uptime calculations exclude scheduled or emergency maintenance, interruptions caused by Customer configurations, external network issues, or events beyond the Company's reasonable control.

Performance and availability are monitored continuously. If an outage or service degradation occurs, affected Customers may be eligible for service credits as described in the SLA. Such credits are the sole remedy for failure to meet stated performance targets.

Infrastructure availability does not guarantee uninterrupted operation of Customer workloads or third-party software. System design, redundancy planning, and application-level fault tolerance remain the Customer's responsibility.

16. Service Credits

If service availability falls below the levels defined in the SLA, the Customer may request a service credit. Claims must be submitted in writing within thirty days of the incident and include sufficient information to verify the event and its impact.

Credits are calculated as a percentage of the monthly fees for the affected service and are applied to a future invoice. They may not be exchanged for cash or applied against other accounts. The total credit in any billing cycle will not exceed fifty percent of the monthly recurring charge for the affected resource.

Service credits represent the sole and exclusive remedy for failure to meet published availability or performance targets.

17. Term, Suspension, and Termination

TERM - These Terms remain in effect from the Effective Date until terminated by either party. Services are provided on a month-to-month basis and automatically renew each billing period unless canceled.

SUSPENSION OF SERVICES - Company may suspend Customer's or any Authorized User's access to the Services, in whole or in part, immediately upon notice if:

• Company reasonably believes that Customer or any Authorized User has violated these Terms or the Acceptable Use Policy
• Customer's account has been compromised or is being used in an unauthorized or fraudulent manner
• Such suspension is necessary to protect the security, integrity, or availability of the Services or any third-party system
• Customer fails to pay any undisputed fees when due
• For scheduled maintenance

Company will use commercially reasonable efforts to:

• limit suspension to the affected portion of the Services
• provide prompt notice of the reason for suspension
• restore access once the underlying issue is resolved

Suspension will not relieve Customer of its payment obligations.

TERMINATION - The Customer may terminate Services at any time by providing written notice to Company. Termination becomes effective at the end of the current billing cycle, and all outstanding fees must be paid in full.

The Company may suspend or terminate Services without prior notice if the Customer fails to pay undisputed charges, violates the Acceptable Use Policy, engages in activity that poses a security or operational risk, or becomes insolvent.

Upon termination, all access to the Services will be revoked after a commercially reasonable amount of time for Customer to retrieve Customer Data. Fees remain payable for all Services rendered through the termination date.

18. Intellectual Property

All rights, title, and interest in the systems, software, designs, and documentation that comprise the Services remain the exclusive property of the Company and its licensors. This includes all improvements, updates, and derivative works created in the course of providing the Services.

The Customer retains ownership of all Customer Data and any applications, scripts, or intellectual property developed independently. A limited, non-exclusive, and revocable license is granted to the Company to host, process, and transmit Customer Data solely as required to provide the Services.

Feedback or suggestions provided by the Customer may be used freely without obligation, provided that doing so does not disclose the Customer's identity or confidential information.

19. Warranties and Disclaimers

The Company warrants that Services will be delivered in a commercially reasonable manner consistent with prevailing industry standards. There are no other express or implied warranties, representations, or conditions of any kind.

All Services are provided on an "as is" and "as available" basis. The Company disclaims any implied warranties of merchantability, fitness for a particular purpose, non-infringement, or uninterrupted operation. The Customer acknowledges that service interruptions may occur from time to time and agrees that such events do not constitute a breach of contract.

No oral or written advice or information provided by representatives of the Company shall create a warranty not expressly stated in these Terms.

20. Indemnification

CUSTOMER INDEMNITY - The Customer agrees to defend, indemnify, and hold harmless the Company, its officers, employees, and contractors from and against all claims, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or related to Customer's, or its Authorized User's misuse of the Services, breach of the Terms, violation of law, or infringement of intellectual property or privacy rights resulting from Customer Data or configurations, including obligations under any applicable Data Protection Addendum.

PROVIDER IP INDEMNITY - If a third party asserts that the unmodified Services directly infringe its intellectual property rights, the Company will, at its own expense, either obtain the right for continued use, replace or modify the affected component to make it non-infringing, or terminate the impacted Service and refund any unused prepaid fees.

Indemnification obligations are conditioned on the indemnified party providing prompt written notice of any claim, cooperation in the defense, and sole control of settlement by the defending party. Failure to provide notice will not relieve Customer of its obligations except to the extent Company is materially prejudiced by such delay. Neither party may settle a claim that imposes liability on the other without prior written consent. The obligations in this section survive termination or expiration of these Terms and are not subject to any limitations of liability set forth elsewhere in these Terms.

21. Limitation of Liability

To the fullest extent permitted by law, neither party shall be liable to the other for any indirect, incidental, consequential, special, or punitive damages, including lost profits, data loss, or business interruption, even if advised of the possibility of such damages.

The total cumulative liability of the Company for any claim arising from or related to these Terms, whether in contract, tort, or otherwise, shall not exceed the total amount of fees paid by the Customer for the affected Services during the three months immediately preceding the event giving rise to the claim.

These limitations apply regardless of the form of action and remain in effect even if any limited remedy provided in these Terms fail of its essential purpose.

22. Force Majeure

Neither party will be liable for any delay or failure to perform obligations under these Terms that result from events beyond its reasonable control. Such events include natural disasters, acts of war, terrorism, civil disturbances, labor strikes, network or power failures, government restrictions, or other causes outside the affected party's control.

Performance will resume as soon as reasonably possible after the condition preventing fulfillment has been remedied. If a force majeure event continues for more than thirty consecutive days, either party may terminate the affected Services without penalty.

23. Compliance with Laws

Both parties must comply with all applicable federal, state, and local laws and regulations in connection with their performance under the Terms.

The Customer is responsible for ensuring that its use of the Services complies with applicable laws regarding data privacy, intellectual property, and content distribution. Use of the Services for activities prohibited by U.S. export control or sanctions laws is strictly forbidden.

The Services and related technology may not be exported, re-exported, or made available in violation of U.S. export laws or to individuals or entities on government-prohibited lists.

24. Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Arizona, without regard to conflict-of-law principles. The parties agree that any dispute arising under this Agreement will be interpreted and enforced under Arizona law.

The parties further acknowledge that the Services are provided entirely within the United States, and all data associated with them is processed and stored within U.S. jurisdictions.

25. Dispute Resolution and Arbitration

Any dispute, claim, or controversy arising out of or relating to the Terms, the Services, or their interpretation or enforcement shall be resolved through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will be conducted in Phoenix, Arizona, before a single arbitrator.

The arbitrator's decision will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. The proceedings will be conducted in English, and each party will bear its own costs and attorneys' fees unless otherwise determined by the arbitrator.

Both parties waive the right to participate in any class, consolidated, or representative action. Either party may, however, seek temporary injunctive relief in the Superior Court of Maricopa County, Arizona, to protect confidential information or intellectual property pending the outcome of arbitration.

26. Notices

All notices, requests, and other communications required or permitted under the Terms must be provided in writing. Notices to the Company should be directed to:

By Email:	[email protected]
By Mail:	KorGrid, LLC Attn: Legal Department 3370 N. Hayden Rd. Suite 123-428 Scottsdale, Arizona 85251

Notices to the Customer will be sent to the contact information associated with the Customer's account. A notice is deemed received on the date it is posted online (if applicable), transmitted by email, or delivered by courier or postal service, whichever occurs first.

27. Modifications

These Terms may be modified at any time to reflect changes in law, business practices, or operational requirements. The current version will always be posted on this page, and continued use of the Services after an update constitutes acceptance of the revised terms. Customers are responsible for reviewing the Terms periodically to remain informed of any changes.

28. Assignment

Neither party may assign or transfer its rights or obligations under the Terms without the prior written consent of the other, except that the Company may assign the Terms to an affiliate or successor in connection with a merger, acquisition, or sale of substantially all assets, provided that the successor assumes all obligations contained herein. Any other attempted assignment is void.

These Terms bind and benefit the parties and their permitted successors and assigns.

29. Severability

If any provision of these Terms are held invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

30. Entire Agreement

These Terms, together with the SLA, DPA, and AUP and any other referenced document herein, schedules, and any executed order forms, constitute the entire understanding between the parties regarding the Services. It supersedes all prior agreements, proposals, or communications, whether written or oral, concerning the same subject matter.

No amendment or modification is valid unless expressly included in a revised version of the Terms or executed in writing by both parties.

31. Survival

Provisions that by their nature should survive termination or expiration of the Terms shall remain in effect, including those concerning confidentiality, intellectual property, indemnification, limitations of liability, governing law, and dispute resolution.

32. Appendix A — Data Protection Addendum (DPA)

1. Scope

   This Data Protection Addendum establishes how Customer Data is handled, stored, and protected. It forms part of the Terms and applies to all data processed or stored within the Services. In the event of conflict between the DPA and the Terms, this DPA shall prevail with respect to personal data processing and privacy matters.

2. Roles of the Parties

   (a) Customer as Controller - The parties acknowledge that Customer is the controller and determines the purposes and means of processing Customer Data. Company may act as a controller for limited data used to manage its customer relationship (e.g., billing, account management, compliance), in which case it will process such data as an independent controller under its own privacy policy.

   (b) Company as Processor - Company acts as a processor on behalf of Customer, processing Customer Data solely to provide the Services and as instructed by Customer.

3. Data Ownership and Control

   All Customer Data remains the exclusive property of the Customer. The Company acts solely as a processor or service provider and does not claim ownership of any Customer Data. Data is used only for the purpose of delivering, maintaining, or securing the Services.

4. Data Location

   All processing and storage of Customer Data occur within facilities physically located in the United States. The Company does not replicate or transfer Customer Data outside the United States unless specifically authorized in writing.

5. Security Measures

   Appropriate administrative, technical, and physical safeguards are maintained to protect data against unauthorized access, alteration, disclosure, or destruction. Security measures include:

   • Role-based access control and multifactor authentication for administrative systems.
   • Encryption of data in transit using industry-standard protocols.
   • Segmented network architecture and continuous monitoring for anomalies.
   • Routine vulnerability management and patching of infrastructure systems.
6. Incident Response and Notification

   If the Company becomes aware of unauthorized access to Customer Data within its controlled systems, reasonable efforts will be made to investigate and contain the incident. Affected Customers will be notified without undue delay once essential facts are known, along with steps taken to mitigate potential harm.

7. Data Retention and Deletion

   Customer Data will remain accessible for a period of ten calendar days following termination of Services. After this period, data may be permanently deleted from all systems unless retention is required by law or regulation.

8. Sub-processors

   The Company may engage third-party vendors or infrastructure partners located within the United States to support service delivery. All sub-processors are bound by written agreements requiring confidentiality and equivalent data protection obligations.

   Customer expressly authorizes Company to engage sub-processors to support the provision of the Services. Customer may object to new sub-processors on reasonable grounds by providing written notice within 10 days of notification. Company shall ensure that all sub-processors are bound by written agreements imposing obligations no less protective than those in this DPA.

9. Customer Obligations

   The Customer is responsible for ensuring its own compliance with data protection and privacy regulations applicable to its business operations, including the collection and use of personal information. The Company makes no representations regarding the Customer's specific legal obligations. Customer shall not provide Company with any data that is unlawful, excessive, or unrelated to the Services.

10. Company Obligations

    Company shall:

    1. Process Customer Data only on documented instructions from the Customer, unless required by law
    2. Ensure that persons authorized to process Customer Data are bound by confidentiality obligations
    3. Implement appropriate technical and organizational measures to ensure data security as required under GDPR Article 32
    4. Notify Customer without undue delay after becoming aware of a personal data breach, providing sufficient details for Customer to meet its legal obligations
    5. Assist Customer in complying with data subject requests, data protection impact assessments, and prior consultations with regulators
    6. Maintain records of processing activities as required by Article 30 of the GDPR
    7. Ensure that sub-processors are bound by equivalent data protection obligations through written contracts
11. Audit and Assurance

    Upon reasonable request, the Customer may receive written confirmation of the Company's data protection practices and security controls. Formal audits or assessments may be conducted by mutual agreement, limited to once annually and at the Customer's expense.

12. Liability

    Liability under this DPA is governed by the limitation of liability clause in the Terms, except that no limitation applies to either party's willful or grossly negligent violation of Data Protection Laws.

13. Governing Law and Jurisdiction

    This DPA is governed by the laws of the State of Arizona, excluding conflict of law rules. For disputes arising under the GDPR, the governing law shall be the law of the EU member state in which the data subject resides, and jurisdiction shall lie with the relevant EU supervisory authority.