Terms of Service

1. Acceptance of Terms

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“Customer,” “you,” or “your”) and Reboot, Inc. (“Reboot,” “we,” “us,” or “our”), a Delaware corporation, governing your access to and use of the Reboot platform, including the Reboot Cloud service, APIs, documentation, and any related services (collectively, the “Service”).

By creating an account, accessing, or using the Service, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. If you do not agree to these Terms, you may not use the Service.

2. Definitions

“Customer Data” means all data, content, code, and materials that you upload, submit, or transmit to or through the Service.

“User” means any individual authorized by you to access and use the Service under your account.

“Documentation” means the technical documentation, guides, and API references made available by Reboot at docs.reboot.dev.

“Order Form” means any ordering document, online subscription page, or plan selection that specifies the Service plan, pricing, and usage limits applicable to your account.

3. Account Registration and Security

To use the Service, you must create an account and provide accurate, complete, and current information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

You must notify Reboot promptly of any unauthorized access to or use of your account. Reboot will not be liable for any loss or damage arising from your failure to safeguard your account credentials.

You are responsible for the conduct of all Users on your account, including ensuring that they comply with these Terms. The account administrator designated at account creation is responsible for managing access and permissions.

4. The Service

4.1 License Grant. Subject to your compliance with these Terms and payment of applicable fees, Reboot grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service for your internal business purposes during the applicable subscription term.

4.2 Modifications. Reboot may update, modify, or discontinue features of the Service from time to time. We will use commercially reasonable efforts to notify you of material changes. Your continued use of the Service after such changes constitutes acceptance.

4.3 Beta Features. Reboot may offer beta or pre-release features for evaluation. Beta features are provided “as is” without warranty or service level commitment and may be modified or discontinued at any time without notice.

4.4 Support. Reboot will provide support in accordance with the service level terms applicable to your plan. Support does not cover third-party integrations, beta features, or Customer code.

5. Acceptable Use and Restrictions

You agree not to:

• Use the Service for any unlawful purpose or in violation of any applicable law or regulation.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service.
• Resell, sublicense, lease, or redistribute the Service to third parties unless expressly permitted.
• Use the Service to build a competing product or service.
• Interfere with or disrupt the integrity or performance of the Service, or attempt to gain unauthorized access to the Service or its related systems.
• Upload or transmit any content that is unlawful, infringing, defamatory, obscene, or that contains viruses or malicious code.
• Share account credentials or allow unauthorized individuals to access the Service.
• Perform or publish benchmarks or competitive analyses of the Service without Reboot’s prior written consent.

Reboot may suspend your access to the Service immediately if we reasonably determine that your use violates these Terms or poses a security risk, with notice provided as soon as practicable.

6. Fees and Payment

6.1 Pricing. Fees for the Service are set forth on the Pricing page or in the applicable Order Form. All fees are quoted in U.S. dollars unless otherwise specified.

6.2 Usage Limits and Overages. Your plan includes specified usage limits for bandwidth and storage. Usage exceeding the included limits will be billed as overage charges at the rates specified on the Pricing page. Overage charges are invoiced monthly in arrears.

6.3 Payment Terms. Fees are due within thirty (30) days of the invoice date. All fees are non-refundable except as expressly set forth in these Terms or as required by applicable law. Late payments will accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is less).

6.4 Taxes. All fees are exclusive of taxes. You are responsible for all applicable taxes (including sales, use, and value-added taxes) excluding taxes based solely on Reboot’s net income. If you are required to withhold taxes, you agree to increase the payment so that Reboot receives the full amount invoiced.

6.5 Promotional Credits. Reboot may offer promotional credits from time to time. Promotional credits are applied as one-time, fixed-amount deductions from your invoice, apply once per account, and cannot be combined with other promotional offers, transferred, or redeemed for cash. The specific terms of each promotion will be communicated at the time the offer is made.

6.6 Suspension for Non-Payment. If any undisputed amount remains overdue for more than thirty (30) days, Reboot may suspend access to the Service upon ten (10) days’ prior written notice. Suspension does not relieve you of your payment obligations.

7. Customer Data

7.1 Ownership. You retain all right, title, and interest (including intellectual property rights) in and to your Customer Data. Reboot does not claim ownership of Customer Data.

7.2 License to Reboot. You grant Reboot a non-exclusive, worldwide, royalty-free license to use, process, and store Customer Data solely as necessary to (i) provide and maintain the Service, (ii) comply with applicable law, and (iii) enforce these Terms.

7.3 Customer Responsibilities. You are solely responsible for the accuracy, quality, legality, and appropriateness of Customer Data, including obtaining all necessary consents and permissions for its collection and use. You represent that you have all rights necessary to provide Customer Data to Reboot.

7.4 Backups. While Reboot takes reasonable measures to protect Customer Data, you are responsible for maintaining independent backups of your data. Reboot is not liable for the loss or corruption of Customer Data.

7.5 Aggregated Data. Reboot may collect and use aggregated, anonymized data derived from your use of the Service for purposes of operating, improving, and marketing the Service, provided that such data does not identify you or any individual.

8. Intellectual Property

8.1 Reboot IP. Reboot and its licensors retain all right, title, and interest in and to the Service, including all software, technology, algorithms, interfaces, documentation, and related intellectual property. These Terms do not grant you any rights to Reboot’s trademarks, service marks, or logos.

8.2 Feedback. If you provide suggestions, ideas, or other feedback regarding the Service (“Feedback”), you grant Reboot a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate such Feedback without obligation to you.

9. Confidentiality

9.1 Definition. “Confidential Information” means any non-public information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

9.2 Obligations. The receiving party will (i) use Confidential Information only for purposes of performing under these Terms, (ii) protect Confidential Information with at least the same degree of care it uses for its own confidential information (but no less than reasonable care), and (iii) not disclose Confidential Information to third parties except to employees, contractors, and advisors with a need to know who are bound by obligations of confidentiality at least as protective as those set forth herein.

9.3 Exceptions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed without reference to the disclosing party’s Confidential Information; or (d) is rightfully received from a third party without restriction. A party may disclose Confidential Information if required by law, provided it gives prompt notice (where permitted) and cooperates to limit the scope of disclosure.

10. Warranties and Disclaimer

10.1 Mutual Representations. Each party represents that it has the legal authority to enter into these Terms and that its performance will not violate any other agreement to which it is bound.

10.2 Customer Representations. You represent and warrant that: (a) your use of the Service will comply with all applicable laws; (b) you have all necessary rights to provide Customer Data; and (c) you will not upload content that is unlawful or infringes the rights of any third party.

10.3 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. REBOOT DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

11. Limitation of Liability

11.1 Exclusion of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, LOST DATA, LOSS OF USE, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Liability Cap. EXCEPT FOR OBLIGATIONS UNDER SECTION 12 (INDEMNIFICATION), EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CUSTOMER TO REBOOT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.3 Exceptions. The limitations in this section do not apply to: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot be excluded or limited under applicable law.

12. Indemnification

12.1 Reboot Indemnification. Reboot will defend you against any third-party claim alleging that your authorized use of the Service infringes a third party’s patent, copyright, or trademark, and will indemnify you against any damages and costs (including reasonable attorneys’ fees) finally awarded by a court or agreed in settlement, provided that you: (a) promptly notify Reboot in writing; (b) grant Reboot sole control of the defense and settlement; and (c) provide reasonable cooperation.

12.2 Remedies. If the Service is, or in Reboot’s opinion is likely to become, the subject of an infringement claim, Reboot may at its option: (a) procure the right for you to continue using the Service; (b) modify the Service to make it non-infringing; or (c) terminate your subscription and refund any prepaid, unused fees.

12.3 Exclusions. Reboot’s indemnification obligations do not apply to claims arising from: (a) modifications to the Service not made by Reboot; (b) combination of the Service with third-party products; (c) use not in conformity with these Terms; or (d) Customer Data.

12.4 Customer Indemnification. You will defend, indemnify, and hold harmless Reboot from and against any third-party claims arising from: (a) your Customer Data; (b) your violation of these Terms; or (c) your violation of any applicable law, provided that Reboot promptly notifies you, grants you control of the defense, and provides reasonable cooperation.

13. Term and Termination

13.1 Term. These Terms are effective when you first access the Service and continue until terminated. Your subscription term is specified in the applicable Order Form or plan selection.

13.2 Renewal. Subscriptions automatically renew for successive periods equal to the initial term unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.

13.3 Termination for Cause. Either party may terminate these Terms upon written notice if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days after receiving written notice. Reboot may terminate immediately upon written notice for breaches of Sections 5 (Acceptable Use) or 6 (Payment).

13.4 Termination for Convenience. You may cancel your subscription at any time through your account settings. Cancellation takes effect at the end of the current billing period. No refunds will be issued for partial billing periods.

13.5 Effect of Termination. Upon termination: (a) your right to access and use the Service ceases immediately; (b) you must pay all accrued and unpaid fees; (c) if you terminated due to Reboot’s material breach, Reboot will refund any prepaid fees for the unused portion of the subscription term; and (d) each party will return or destroy the other party’s Confidential Information within thirty (30) days.

13.6 Data Retrieval. Following termination, Reboot will make your Customer Data available for export for a period of thirty (30) days. After this period, Reboot may delete your Customer Data in accordance with its standard data retention practices.

14. General Provisions

14.1 Governing Law. These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware.

14.2 Dispute Resolution. Any claim arising out of or related to these Terms must be brought within one (1) year after the cause of action accrues. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY ACTION ARISING OUT OF OR RELATED TO THESE TERMS.

14.3 Force Majeure. Neither party will be liable for any failure or delay in performance caused by events beyond its reasonable control, including but not limited to natural disasters, war, terrorism, pandemics, government actions, or internet or infrastructure failures. If a force majeure event continues for more than sixty (60) days, either party may terminate the affected subscription upon written notice.

14.4 Assignment. Neither party may assign these Terms without the other party’s prior written consent, except that either party may assign these Terms without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section is void.

14.5 Notices. All notices must be in writing and delivered by email (with confirmation), by nationally recognized overnight courier, or by certified mail. Notices to Reboot should be sent to legal@reboot.dev. Notices to you will be sent to the email address associated with your account.

14.6 Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.

14.7 Waiver. The failure of either party to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

14.8 Entire Agreement. These Terms, together with any Order Forms, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral. In the event of a conflict, the order of precedence will be: (1) the Order Form, (2) these Terms.

14.9 Relationship of the Parties. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties. Neither party has the authority to bind or obligate the other.

14.10 Export Compliance. You agree to comply with all applicable export control laws and regulations, including the U.S. Export Administration Regulations and sanctions programs administered by the U.S. Office of Foreign Assets Control (OFAC).