Terms of Service

These Terms of Service (the “Terms”) are a contract between NamiDB, Inc., a Delaware C Corporation (“NamiDB”, “we”, “us”), and the person or entity that creates an account or uses NamiDB Cloud (“Customer”, “you”). They govern your access to and use of the Service.

You accept these Terms by checking the box at sign-up, by clicking to accept them, or by using the Service. If you accept on behalf of a company or other legal entity, you represent that you have authority to bind it, and “you” means that entity. If you do not have that authority, or do not agree, do not use the Service.

The Service is offered for business, professional and development use. You must be at least 18 years old and able to form a binding contract to use it. The following documents form part of these Terms and are incorporated by reference: the Acceptable Use Policy, the Data Processing Addendum (which applies automatically whenever your Customer Content includes personal data), and, for paid plans, the Service Level Agreement. The Privacy Policy explains how we handle personal data about you as an account holder.

If documents conflict, this order applies: (1) a signed order form or written agreement between you and NamiDB that expressly overrides these Terms; (2) the Data Processing Addendum, for matters of personal data protection; (3) these Terms; (4) the Service Level Agreement; (5) the Acceptable Use Policy; (6) the documentation.

“Service”

NamiDB Cloud, the managed NamiDB graph database service, including the console at app.namidb.com, the data plane at db.namidb.com (HTTPS API, Bolt protocol and MCP endpoints), APIs, SDKs we distribute for the Service, and the documentation, as we make them available from time to time.

“Organization”

a workspace in the Service that holds databases, API keys, members, usage and a subscription plan. Each organization has its own dedicated storage.

“Customer Content”

all data you or your Users store in or send to the Service's databases, including graph data, vectors, documents, queries and their results, and the database backups made of that data.

“Account Data”

information about you and your Users that we need to run the account: names, email addresses, authentication data, organization and membership records, billing details and support correspondence.

“Usage Data”

measurements of how the Service is used, such as stored bytes, read and write operations, request counts, latency and error rates, which we collect to operate, meter, bill for, secure and improve the Service.

“Users”

the people you allow to access the Service under your account or organizations, including members you invite and anyone using your API keys.

“Plan”

the subscription tier of an organization (currently Free, Pro or Scale), with the included usage, limits, prices and features described in the console and on our pricing page.

“Fees”

the subscription fees and usage-based fees for a Plan, plus applicable taxes.

“Documentation”

the guides, references and policies we publish for the Service.

You must give accurate account information and keep it current, including a working email address: we send security, billing and legal notices there. You are responsible for everything done under your account and your organizations, including by your Users and by anyone holding your API keys.

• Keep your password and API keys confidential. API keys are shown once at creation; we store only a keyed hash and cannot show a key again. Revoke a key in the console as soon as you suspect it is exposed.
• The owner of an organization controls it: who are members, their roles (owner, admin, member), its Plan, its billing and its deletion. Owners and admins act on behalf of the Customer that the organization belongs to.
• Tell us promptly at info@namidb.com about any unauthorized use of your account or keys.
• One person or entity may not create multiple accounts or Free organizations to get around Plan limits.

Subject to these Terms and payment of applicable Fees, we grant you a non-exclusive, non-transferable, non-sublicensable right during the term to access and use the Service, and to let your Users do so, for your internal business purposes and to build and operate your own products and services on top of it.

How the Service runs

Each organization’s databases are stored in storage dedicated to that organization, provided by the storage subprocessor listed on the Subprocessors page, in the storage location assigned when the organization was created. Database engines start on demand and stop after a period without traffic (“scale to zero”), so the first request after an idle period can take longer while the engine starts. The Service’s control plane (accounts, organizations, keys, metering and billing state) is operated by NamiDB.

We may perform planned maintenance. We announce it at least 48 hours ahead on status.namidb.com or by email, and keep it to the limits in the Service Level Agreement; emergency maintenance needed to protect the Service may happen without notice.

Limits

Each Plan has included usage and limits (storage, read and write operations, number of databases, concurrent sessions, request sizes and rates). We publish them in the console and the documentation. We may enforce them technically, for example by rejecting writes or reads once a hard limit or your spend cap is reached, and by rate limiting requests that would degrade the Service for others.

Changes to the Service

We continually improve the Service and may add, change or remove features. If we remove or materially reduce a feature of a paid Plan you rely on, we will give you at least 30 days’ notice, except where a shorter period is required for security, legal or third-party reasons. If the change materially and adversely affects you, you may cancel and receive a prorated refund of prepaid subscription Fees for the unused period.

Support

We provide support through the support center in the console and by email at info@namidb.com on a commercially reasonable basis. Response targets for each Plan are stated in the console (Support) and, for Enterprise customers, in their order form or separate agreement. Scale organizations receive priority support. Response targets are goals for a first response, not commitments to resolve an issue within that time, and missing one does not earn a service credit.

The Free plan is for prototypes and evaluation. It includes 2 GB of storage, 100,000 write requests and 1,000,000 read requests per month, 2 databases and any number of members per organization. These are hard limits: usage beyond them is blocked rather than billed.

• Idle pause. A Free organization whose databases receive no requests for 7 consecutive days may be paused. While paused, its databases reject queries; its data is kept. You can resume a paused organization from the console (or by contacting us), after which it serves requests again.
• Long-paused organizations. If a Free organization stays paused for more than 90 days, we may delete it and its data after giving the owner at least 30 days’ notice by email, during which you can resume or export it.
• The Free plan has no Service Level Agreement, no scheduled backups (on-demand backups are kept for 3 days) and best-effort support.
• We may change the Free plan’s limits or discontinue it with at least 30 days’ notice.

Subscription and usage-based fees

Paid Plans have a subscription fee, charged in advance, either every month or, with annual billing, once a year, and usage-based fees for usage beyond the Plan’s included monthly allowance, charged monthly in arrears at the end of each billing period. Current prices:

Storage is metered as GB-hours (the size of the organization’s stored data, sampled every hour) and priced per GB-month. Stored data includes backups and point-in-time restore history, but not the temporary copies we make for exports or for maintenance. Writes are the requests the data plane serves that change data, and reads are the queries it serves, over HTTPS, Bolt and MCP alike; requests refused by a limit, the spend cap or a pause are not counted. Usage shown in the console is an estimate until the invoice is issued; the invoice is based on our metering records. Prices are in U.S. dollars.

Annual billing

When you subscribe you can choose annual billing instead of monthly. Then:

• The annual fee is billed upfront for the whole subscription year, at the start of the year. It is 10 times the monthly fee.
• Usage is still billed monthly. Allowances, the spend cap and usage-based fees work per monthly billing period exactly as on monthly billing, and usage beyond the allowance is charged in arrears every month.
• Renewal. The subscription renews automatically for another year, at the annual fee then in effect, unless it is cancelled before the renewal date. We email the organization’s billing contacts before each renewal with the date and the amount.
• Upgrading mid-year takes effect immediately: the difference between the annual fees, prorated for the rest of the subscription year, is invoiced right away, and the year keeps its renewal date.
• Downgrading or cancelling mid-year takes effect at the end of the subscription year: the organization keeps its Plan and allowances until then, and then moves to the lower Plan, or to the Free plan if you cancelled. Usage-based fees keep being invoiced monthly until then.
• No refund of the unused part. The annual fee is not refunded, in whole or in part, when you downgrade or cancel during the year, except as these Terms state under “Refunds” or where the law requires it.
• Switching billing. A plan change keeps the subscription’s billing. To move between monthly and annual billing, cancel the subscription and, once it has ended, subscribe again with the other billing.

Spend cap

Paid organizations have a spend cap, on by default. While it is on, usage stops at the Plan’s included allowance instead of being billed as overage: once storage or write requests reach their allowance, writes are refused (reads keep working), and once read requests reach theirs, reads are refused too, until the next billing period or until an owner or admin turns the cap off. Usage is measured periodically (about every ten minutes), so a small amount of usage beyond the allowance can occur before the block takes effect; it is not billed, now or later, even if the cap is turned off afterwards. With the spend cap off, all usage beyond the allowance is billed at the Plan’s usage rates.

Payment

Payments are processed by Stripe. By subscribing you authorize us, through Stripe, to charge your payment method for all Fees when due, including renewals and usage-based fees. Subscriptions renew automatically, every month or, with annual billing, every year, until cancelled. You can update your payment method, download invoices and cancel through the billing portal linked from the console.

• Plan changes. Upgrades take effect immediately and the subscription fee is prorated for the rest of the billing period (the subscription year with annual billing). Downgrades take effect at the end of the billing period (the subscription year with annual billing), as the console shows before you confirm. Usage is rated at the prices of the Plan in effect when it occurs.
• Cancellation takes effect at the end of the current billing period (the subscription year with annual billing); the organization stays on its paid Plan until then and moves to the Free plan afterwards, where Free limits apply. Usage-based fees accrued up to that point are invoiced.
• Failed payments. If a charge fails, Stripe retries it and we notify the billing contact. If an amount remains unpaid 14 days after that notice, we may suspend the organization’s paid features or the organization itself until payment is made, and terminate the subscription if it remains unpaid 30 days after the notice.
• Billing disputes. Tell us in good faith within 60 days of an invoice if you dispute it. We will work with you to resolve it, and we will not suspend for an amount disputed in good faith while we do.
• Price changes. We will give at least 30 days’ notice of any price increase. It applies from your next billing period after the notice period (for an annual fee, from the next renewal after it); you may cancel before then.

Taxes

Fees exclude taxes. You are responsible for all sales, use, value-added, goods and services, withholding and similar taxes and duties on your purchases, except taxes on NamiDB’s net income. Where we are required to collect a tax, we add it to the invoice unless you give us a valid exemption certificate or a tax ID that makes the reverse-charge mechanism apply. If you must withhold tax, you will gross up the payment so we receive the full amount invoiced, unless the law prohibits it.

Refunds

Except as stated in these Terms (a prorated refund on termination for our breach or for a materially adverse change, and service credits under the SLA) or where required by law, Fees are non-refundable and there are no refunds or credits for partial billing periods, the unused part of a subscription year or unused allowances.

If you are a consumer in the European Union or the United Kingdom, you have a statutory 14-day right to withdraw from a paid subscription. You ask us to start the Service immediately when you subscribe, and you acknowledge that if you withdraw within that period you pay for the Service provided up to the withdrawal, proportionally.

Account credits

An organization can receive account credits from a promotional code, from the referral program below, or from us (for example as a goodwill gesture). Credits are in U.S. dollars and belong to the organization that received them. They are applied to that organization’s future invoices, before its payment method is charged, until they are used up; an organization without a paid subscription keeps them until its first one. Credits have no cash value: they are not refundable, cannot be exchanged for money, transferred, sold or moved to another organization, are never applied to invoices issued before they were granted, and end when the organization is deleted. Service credits under the SLA follow the SLA.

Promotional codes

A promotional code gives the amount of credit stated with it. Each code can be redeemed once per organization, by an owner or admin, and may have an expiry date, a maximum number of redemptions, or be limited to new customers. A new-customers code can be redeemed only for an organization that never had a paid subscription, and only by someone who is not an owner, admin or billing member of another organization that has or had a subscription and who has not already redeemed that code for another organization. A code that has expired, has been used up or that we have disabled can no longer be redeemed.

Referral program

Every organization has a referral link. When another organization is referred and pays for NamiDB Cloud, both organizations receive $20 in credit:

• Attaching a referral. A referral code counts if the referred organization was created through the referral link, or if one of its owners or admins enters the code within 60 days of creating the organization and before its first paid subscription. An organization can have only one referral.
• Qualifying. The referral is decided when the referred organization pays its first invoice of at least $19 (one month of the Pro plan). Then the referred organization receives its credit, and so does the referring organization, up to 10 rewards in any 365 days; past that limit the referred organization still receives its credit.
• What does not qualify. No credit is given for a referral when someone is a member of both organizations (a self-referral), when an owner or admin of each organization shares a company email domain (common webmail domains do not count), when the referred organization pays with a card the referring organization also has on file, or when the referring organization has been deleted.

Abuse

Credits obtained through fraud, abuse or in breach of these rules (for example through fake or duplicate accounts, self-referrals or spam) are void: we may cancel them, including any part already applied to an invoice, which then becomes payable, and take the steps described under “Suspension”. We may change or end promotional codes and the referral program at any time; changes do not take away credits already granted, except as stated in this paragraph.

You own your Customer Content. As between you and NamiDB, you keep all rights, title and interest in it. We claim no ownership of it.

You grant NamiDB a worldwide, non-exclusive, royalty-free license, for the term plus the deletion periods in these Terms, to host, store, copy, transmit, process and display Customer Content only as needed to provide, secure and support the Service for you, to prevent or address technical, security or abuse problems, and to comply with law. This license ends when the content is deleted from our systems.

• We do not sell Customer Content, do not use it for advertising, and do not use it to train machine-learning or AI models.
• Our staff do not access Customer Content except as needed to provide support you request, to investigate a security incident or violation of these Terms, to keep the Service running, or as required by law. Where the law permits, we will tell you before disclosing Customer Content in response to a legal demand, so you can seek a protective order, and we will challenge requests that are overbroad.
• You are responsible for your Customer Content: that you have the rights and, for personal data, the legal basis and notices needed to store and process it with us, and that it does not violate the Acceptable Use Policy or the law.
• The Service includes backup features: on paid Plans, scheduled backups every 6 hours on Pro and Scale, of which one a day is kept for 7 days on Pro and 30 days on Scale and the others for 48 hours; on-demand backups on every Plan; and on paid Plans, restores to a point in time within the last 7 days on Pro and 14 days on Scale (or a longer period set in an Enterprise agreement), which copy the database into a new database as it was at the chosen time. Any other restore, including a restore to an earlier point in time, copies the newest backup taken at or before the chosen time into a new database, so changes made after that backup are not part of it. Every restore goes into a new database. Backups are stored in the organization’s dedicated storage, and we may also keep encrypted copies of them in separate backup storage. Backups are there to recover from mistakes and incidents and are not a guarantee against every loss: you are responsible for keeping your own independent copies of Customer Content that is important to you.

We may collect and use Usage Data and aggregated or de-identified information derived from operating the Service (which identifies neither you, your Users nor any individual, and contains no Customer Content) to run, secure, meter, bill for and improve the Service.

You will comply with the Acceptable Use Policy and make your Users comply. You will not, and will not let anyone:

• use the Service in violation of law, or to store or process content you have no right to;
• access or try to access another customer’s data, probe or test the Service’s security outside our vulnerability disclosure policy, or bypass its limits, metering, spend cap or access controls;
• resell the Service as a bare database-hosting offering without adding substantial functionality of your own, or make your NamiDB API keys or credentials available to third parties as a product;
• copy, modify or reverse engineer the non-open-source parts of the Service, except to the extent the law allows despite this restriction;
• use the Service on behalf of someone barred from it under the export and sanctions section below.

You may run and publish benchmarks of the Service, provided you disclose the methodology and the Plan, region and dates of the test.

We may suspend all or part of an organization or account if we reasonably determine that:

1. its use poses a security risk to the Service, to us or to others, or could cause the Service to fail or degrade for other customers;
2. it violates the Acceptable Use Policy or the restrictions above, or is fraudulent;
3. Fees are past due as described in the fees section;
4. suspension is required by law, a court order or a government authority.

Suspension is limited to what is reasonably needed to address the issue. Unless there is an emergency, a legal prohibition or a risk of harm that notice would increase, we will notify the owner first and give a reasonable opportunity to fix the issue. A suspended organization’s databases reject requests, and the reason is shown to its members in the console. Suspension does not delete Customer Content; we restore access promptly once the cause is resolved. Subscription Fees remain due during a suspension caused by your breach or non-payment.

The NamiDB database engine and some SDKs are open-source software available under their own licenses (see github.com/namidb/namidb). Nothing in these Terms limits the rights those licenses give you, and those licenses govern your use of the open-source software itself. These Terms govern the managed Service.

NamiDB and its licensors own all rights in the Service, the Documentation and our trademarks, other than Customer Content and open-source components. No rights are granted except those expressly stated in these Terms.

If you send us suggestions or feedback, we may use them without restriction or obligation to you. Feedback does not include your Customer Content or Confidential Information.

You may say publicly that you use NamiDB Cloud. We will not use your name or logo as a customer reference without your permission.

“Confidential Information” is non-public information a party discloses to the other that is marked confidential or that a reasonable person would understand to be confidential, including Customer Content, API keys, non-public pricing and security information. It excludes information that is or becomes public through no fault of the recipient, that the recipient already knew or independently developed, or that it lawfully received from a third party without a duty of confidentiality.

The recipient will use Confidential Information only to perform under or exercise rights under these Terms, disclose it only to its employees, contractors, advisors and subprocessors who need to know it and are bound by confidentiality obligations at least as protective, and protect it with at least reasonable care. The recipient may disclose it when required by law, after giving prompt notice where legally permitted. These obligations last for the term and three years after it, and for trade secrets and Customer Content for as long as they remain confidential.

For Customer Content, you are the controller (or a processor acting for your own customer) and NamiDB is your processor (or subprocessor). Our Data Processing Addendum applies automatically and forms part of these Terms, including the EU Standard Contractual Clauses, the UK Addendum and the CCPA service-provider terms where applicable. You do not need to sign it separately; a countersigned copy is available on request.

For Account Data, NamiDB is an independent controller, and the Privacy Policy describes our practices. Our current subprocessors are listed at /legal/subprocessors.

You will not store in the Service protected health information subject to HIPAA, payment card data subject to PCI DSS, or data subject to similar sector-specific regimes, unless we have agreed in writing to the additional terms they require.

We maintain administrative, technical and physical safeguards designed to protect the security, confidentiality and integrity of Customer Content, described in the Security page and in Annex II of the DPA. We will not materially decrease the overall security of the Service during your subscription term. You are responsible for configuring and using the Service securely: protecting credentials and API keys, choosing key scopes and expiry, managing your members and securing your own applications.

Each party represents that it has the authority to enter into these Terms. NamiDB warrants that it will provide paid Plans in a professional manner consistent with industry standards and materially as described in the Documentation. If we breach this warranty and do not fix the breach within 30 days of your written notice, you may terminate the affected subscription and receive a prorated refund of prepaid subscription Fees for the unused period; this, together with any SLA credits, is your exclusive remedy for breach of this warranty.

Except as expressly stated in these Terms, the Service is provided “as is” and “as available”. To the maximum extent permitted by law, NamiDB disclaims all other warranties, express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and any warranty that the Service will be uninterrupted, error-free or free of data loss. The Free plan and preview features are provided without any warranty.

By NamiDB. We will defend you against any claim by a third party alleging that the Service, as we provide it, infringes or misappropriates that party’s intellectual property rights, and pay the damages and costs finally awarded or agreed in settlement. If such a claim is made or appears likely, we may obtain a right for you to keep using the Service, modify it to be non-infringing, or, if neither is commercially reasonable, terminate the affected subscription and refund prepaid Fees for the unused period. We have no obligation for claims arising from Customer Content, your combination of the Service with things we did not provide, open-source software used under its license, the Free plan or preview features, or your breach of these Terms.

By you. You will defend NamiDB and its officers, employees and agents against any claim by a third party arising from your Customer Content, your or your Users’ use of the Service in violation of these Terms or the Acceptable Use Policy, or your products and services built on the Service, and pay the damages and costs finally awarded or agreed in settlement.

Procedure. The indemnified party must notify the indemnifying party promptly of the claim, give it sole control of the defense and settlement (no settlement may impose an admission or obligation on the indemnified party without its consent), and provide reasonable cooperation at the indemnifying party’s expense.

To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, goodwill or business opportunity, or the cost of substitute services, however caused and under any theory of liability, even if advised of their possibility.

To the maximum extent permitted by law, each party’s total liability arising out of or relating to these Terms will not exceed the greater of (a) the amounts paid and payable by you to NamiDB for the Service in the twelve months before the event giving rise to the liability and (b) one hundred U.S. dollars (US$100).

These limits do not apply to: your obligation to pay Fees; a party’s indemnification obligations; your breach of the Acceptable Use Policy or the restrictions section; or liability that cannot be limited by law, including for fraud, gross negligence or willful misconduct, or death or personal injury caused by negligence. Nothing in these Terms limits rights that consumers have under mandatory consumer-protection law.

These Terms apply from when you accept them until your account is closed. Paid subscriptions run month to month and renew automatically until cancelled.

• By you. You may cancel a subscription, delete an organization or close your account at any time, in the console or by writing to info@namidb.com. A deleted organization stops serving requests at once and is permanently purged, with its stored data, databases and backups, after a 30-day recovery period during which we can restore it at an owner’s request. Closing your account deletes the organizations you are the only member of; if you are the only owner of an organization that has other members, transfer ownership or delete it first.
• By either party for breach. Either party may terminate these Terms or an affected subscription if the other materially breaches them and does not cure the breach within 30 days of written notice (14 days for non-payment, as described above).
• By NamiDB. We may terminate immediately for serious or repeated violations of the Acceptable Use Policy, fraud, or where required by law. We may also terminate a Free organization, or stop offering the Service entirely, on at least 30 days’ notice (90 days for paid subscriptions if we stop offering the Service, with a prorated refund of prepaid Fees).

Data export and deletion

You can export Customer Content at any time during the term through the Service’s query APIs and drivers. When a paid subscription ends, the organization moves to the Free plan and keeps its Customer Content; databases beyond the Free plan’s limits become read-only until you upgrade or delete some. When these Terms end for a reason other than your deletion of the organization, the organization moves to a restricted state in which we keep its Customer Content for 30 days so you can export it (we will, on request, help you retrieve it in a standard format). After that window, we delete the organization’s dedicated storage and Customer Content from our live systems within a further 30 days. When you delete an organization yourself, the 30-day recovery period described above applies instead. Encrypted control-plane backups, which hold Account Data and metadata but no Customer Content, expire on a rolling 30-day cycle. We keep billing records and information we must retain by law for the periods the law requires.

Sections that by their nature should survive termination survive it, including fees owed, your content, intellectual property, confidentiality, disclaimers, indemnification, limitation of liability, governing law and disputes.

We may offer features labelled preview, beta, experimental or similar. They are optional, may be changed or discontinued at any time, are not covered by the SLA or by our indemnity, and are provided “as is” without warranty. Our liability for them is limited to US$100 to the extent permitted by law. Do not rely on them for production workloads unless we say they are generally available. The Data Processing Addendum and our security obligations still apply to Customer Content you use with them.

We may update these Terms, the Acceptable Use Policy, the DPA and the SLA. For changes that materially and adversely affect your rights, we will notify the owners of your organizations by email and in the console at least 30 days before they take effect. Changes required by law, or that concern new features or products, may take effect sooner. Every version shows its date at the top; we keep previous versions available on request.

If you do not agree to a change, you may cancel before it takes effect; if the change is materially adverse and you cancel for that reason within the notice period, we will refund prepaid subscription Fees for the unused period. Continuing to use the Service after the effective date means you accept the change. Changes never apply retroactively to disputes that arose before they took effect.

The Service is subject to U.S. export control and economic sanctions laws, including the Export Administration Regulations and the regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC), and may be subject to those of other countries. You represent that neither you nor any User is: located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive U.S. sanctions (currently including Cuba, Iran, North Korea, and the Crimea, so-called Donetsk People’s Republic and so-called Luhansk People’s Republic regions of Ukraine); listed on, or owned 50% or more by persons listed on, the Specially Designated Nationals List or another U.S. restricted-party list; or using the Service for a purpose prohibited by export laws, such as weapons of mass destruction or military end uses in restricted destinations.

You will not export, re-export or provide access to the Service in violation of these laws. We may suspend or terminate access immediately where needed to comply with them.

We respect intellectual property rights and respond to notices of alleged infringement that comply with the U.S. Digital Millennium Copyright Act (17 U.S.C. § 512). Because Customer Content is private by default, most claims concern content that a customer makes public through an application built on the Service. Send notices to our designated agent:

A notice must include:

1. a physical or electronic signature of the copyright owner or a person authorized to act on their behalf;
2. identification of the copyrighted work claimed to be infringed;
3. identification of the material claimed to be infringing and information reasonably sufficient for us to locate it (for example, the URL of the application serving it and the NamiDB organization or database, if known);
4. your contact information: address, telephone number and email address;
5. a statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent or the law;
6. a statement, under penalty of perjury, that the information in the notice is accurate and that you are the owner or authorized to act on the owner’s behalf.

When we receive a valid notice, we forward it to the customer responsible and require them to remove or disable access to the material, or we do so ourselves where we reasonably can. A customer who believes material was removed by mistake or misidentification may send a counter-notice with the information required by 17 U.S.C. § 512(g)(3); we forward it to the complainant and may restore the material 10 to 14 business days later unless the complainant tells us it has filed a court action. We terminate, in appropriate circumstances, the accounts of repeat infringers. Knowingly false notices or counter-notices can create liability under 17 U.S.C. § 512(f).

Governing law. These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules, and by the U.S. Federal Arbitration Act for the arbitration agreement below. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply.

Informal resolution first. Before starting a proceeding, a party will send the other a written description of the dispute (to us at info@namidb.com), and the parties will try in good faith to resolve it for 30 days.

Arbitration. Any dispute not resolved informally will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules or, if you are domiciled outside the United States, by its International Centre for Dispute Resolution under its International Arbitration Rules. There will be one arbitrator; the seat of arbitration is Wilmington, Delaware; the language is English; hearings may be held by video conference. The arbitrator may award any remedy available in court, and judgment on the award may be entered in any court with jurisdiction. Each party bears its own attorneys’ fees unless the arbitrator awards them under applicable law.

Exceptions. Either party may bring an individual claim in a small-claims court with jurisdiction, and either party may seek temporary or preliminary injunctive relief in court to protect its intellectual property, Confidential Information or the security of the Service. For those matters, and if the arbitration agreement is found unenforceable, the state and federal courts located in the State of Delaware have exclusive jurisdiction, and both parties consent to their personal jurisdiction and venue.

No class actions. Disputes are resolved only on an individual basis; neither party may bring or participate in a class, consolidated or representative proceeding against the other, and the arbitrator may not consolidate claims of different customers. If this sentence is found unenforceable for a claim, that claim is decided by the courts named above, not in arbitration. Each party waives a jury trial to the extent permitted by law.

Consumers. If you use the Service as a consumer, nothing in this section deprives you of the protection of mandatory laws of your country of residence, or of the right to bring proceedings in its courts where those laws give you that right.

• Notices. We send notices to the email address of your account or of your organizations’ owners, or through the console; they are received when sent. Send legal notices to us at info@namidb.com, with a copy by mail to NamiDB, Inc., Diego de Almagro, Quito 170102, Ecuador. Service of process may also be made on our registered agent, Legalinc Corporate Services Inc., 131 Continental Dr, Suite 305, Newark, DE 19713, United States.
• Assignment. Neither party may assign these Terms without the other’s consent, except that either party may assign them, on notice, to an affiliate or to a successor in a merger, acquisition or sale of all or substantially all of its relevant business or assets, provided the successor is not a competitor of the other party (for assignments by you) or a sanctioned person. Any other assignment is void.
• Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control, such as natural disasters, war, terrorism, riots, labor actions, government actions, epidemics, or failures of the Internet, utilities or third-party infrastructure not caused by that party. This does not excuse payment obligations.
• Independent contractors. The parties are independent contractors; these Terms create no partnership, agency, fiduciary or employment relationship.
• No third-party beneficiaries, except as stated in the DPA’s Standard Contractual Clauses.
• U.S. government users. The Service is commercial computer software and commercial computer software documentation provided under these Terms, as in FAR 12.212 and DFARS 227.7202.
• Entire agreement; severability; waiver. These Terms, with the documents they incorporate, are the entire agreement on their subject and supersede prior agreements. Terms in your purchase orders do not apply. If a provision is unenforceable, it is changed to the minimum extent needed and the rest stays in effect. A failure to enforce a provision is not a waiver.
• Electronic acceptance; language. These Terms may be accepted electronically. They are written in English, which controls over any translation.

NamiDB, Inc. · Diego de Almagro, Quito 170102, Ecuador · +593 99 298 9693 · info@namidb.com. Delaware file number 10788153. Registered agent: Legalinc Corporate Services Inc., 131 Continental Dr, Suite 305, Newark, DE 19713, United States.