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TERMS AND CONDITIONS

Last Updated: December 26, 2025

Welcome to Coqui Cloud. These Terms and Conditions ("Terms") govern your access to and use of the website and services provided by Coqui Cloud Dev Co. (doing business as "Coqui Cloud").

BY ACCESSING OR USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST IMMEDIATELY CEASE ALL USE OF OUR SERVICES, TOOLS, AND INFRASTRUCTURE. CONTINUED USE OF ANY COQUI CLOUD SERVICE CONSTITUTES YOUR ONGOING ACCEPTANCE OF THESE TERMS AND ANY SUBSEQUENT UPDATES.

1. Use of the Website and Services

  • 1.1 Eligibility: You must be at least 18 years old and possess the legal authority to enter into a binding agreement.
  • 1.2 Permitted Use: You may use the Website and Services for lawful business purposes only.
  • 1.3 Prohibited Activities: You agree not to violate laws, infringe on intellectual property, or disrupt the integrity of the Services.
  • 1.4 Account Security: You are responsible for safeguarding credentials. Coqui Cloud is not liable for any loss arising from your failure to comply with security obligations.
  • 1.5 Unauthorized Interference (Anti-Hacking Clause): Any attempt by the Client to bypass, circumvent, or "hack" managed infrastructure is strictly prohibited. This includes, but is not limited to:
    • Unauthorized DNS changes.
    • Caddyfile or Nginx configuration bypasses.
    • Unauthorized modification, deletion, or appending of server-level configuration files (e.g., .htaccess) to redirect traffic.
    • Abuse of file transfer protocols (FTP/SFTP) to circumvent administrative controls.
    • Redirecting managed domains to external servers without full payment.
    Such actions are classified as a Security Incident and will result in immediate service termination, permanent revocation of all courtesy grace periods, and a mandatory Security Intervention Fee (See Section 7.4).

2. User Content and Data Privacy

  • 2.1 Ownership: You retain all rights and ownership of the data you submit to the Services ("User Content").
  • 2.2 Data Processing Agreement (DPA): Coqui Cloud adheres to strict data processing standards. Our handling of your data is governed by our Privacy Policy (coqui.cloud/privacy) and, where applicable, our formal Data Processing Agreement.

3. Intellectual Property and Licensing

  • 3.1 Ownership of IP: Coqui Cloud retains all rights, titles, and interests in any original source code or software developed by us.
  • 3.2 Client License: Upon full payment, Coqui Cloud grants the client a non-exclusive license to use and modify the code for internal operations.
  • 3.3 Payment Default & Software Piracy: Failure to settle invoices revokes all licenses. Any continued use of such software after revocation is considered Software Piracy and is subject to immediate legal action.

4. SLA & Third-Party Infrastructure

  • 4.1 Service Availability: While we aim for 99.9% uptime for managed hosting, Services are provided on an "as-is" basis.
  • 4.2 Third-Party Provider Disclaimer: We utilize infrastructure from providers including Google Cloud, AWS, IONOS, and others. Coqui Cloud is not liable for outages or service interruptions caused by these third parties.

5. Data Backups, Retention, and Deletion

  • 5.1 Default Responsibility: You are solely responsible for regular backups unless you have a separate paid agreement for managed backups (e.g., Datto).
  • 5.2 Suspension & Deletion Timeline:
    • 30 Days: Services suspended immediately following 30 days of non-payment.
    • 90 Days: Unpaid accounts moved to collections.
    • 180 Days: All data hosted on Coqui Cloud servers permanently deleted.
  • 5.3 Grace Period Revocation: Coqui Cloud reserves the right to terminate any "courtesy" live-hosting period immediately and without notice if the Client exhibits bad-faith business ethics or attempts to bypass security.
  • 5.4 Data Custody & Liens: In the event of non-payment or security breaches, Coqui Cloud reserves a Contractual Lien over all data, including Email History and Mailing Lists. This data will not be released or ported until the account balance is $0.00.

6. Software Development and Warranty

  • 6.1 Versioning: We deploy the latest stable version of software at the time of integration.
  • 6.2 Acceptance: All Services include a thirty (30) day testing and acceptance period.
  • 6.3 Limited Warranty: We provide a ninety (90) day warranty starting from the date of acceptance, covering bugs in our original code.

7. Managed Services & Support

  • 7.1 Proactive vs. Reactive: Unless on a "Managed Services" plan, Coqui Cloud does not proactively monitor client servers or security.
  • 7.2 Support Hours: Standard support is provided Mon-Fri, 9:00 AM to 5:00 PM MST.
  • 7.3 Emergency Rates: Work requested outside of these hours, or on holidays, is subject to Emergency Hourly Rates.
  • 7.4 Security Intervention Fee: If Coqui Cloud must perform emergency labor to combat a Client-initiated "hack," bypass, or unauthorized redirect (including forensic investigation of unauthorized file modifications), the Client will be billed a Security Intervention Fee at double the standard emergency rate.

8. Domains, SSL, and Redirection

  • 8.1 Responsibility: Clients are responsible for tracking expiration of domains/SSL unless managed by Coqui Cloud.
  • 8.2 Managed Domains: Domains managed by Coqui Cloud remain the administrative property of Coqui Cloud until all associated fees are paid in full.
  • 8.3 Administrative Redirection: In cases of delinquency or unauthorized bypass attempts, Coqui Cloud reserves the right to redirect domain traffic to a Coqui Cloud "Parked" or "Service Suspended" URL (coqui.cloud/r/*) for tracking and brand protection.
  • 8.4 Registry Lock: We may implement a "Registry Lock" to prevent unauthorized transfers during billing disputes.

9. Cybersecurity Requirements

  • 9.1 Minimum Standards: Clients must maintain up-to-date Antivirus/EDR software.
  • 9.2 Remediation: If a breach is due to Client error or "bypass" attempts, the Client assumes 100% of the remediation costs.

10. Server Access and Liability Shift

  • 10.1 Managed Servers: Clients will not be granted root/SSH access to internal managed servers.
  • 10.2 Build-and-Deliver: For VPS/On-Premise builds, 100% of credentials are granted to the client upon delivery.
  • 10.3 Liability Shift: Upon hand-off of credentials for VPS builds, Coqui Cloud is immediately released from all liability regarding system sabotage or data leaks.
  • 10.4 Integrity of Configuration Files: The Client is strictly prohibited from modifying system-level configuration files (e.g., .htaccess, nginx.conf) provided by Coqui Cloud. Any unauthorized modification of these files to circumvent billing or security measures is considered System Sabotage.

11. Cybersecurity and Penetration Testing

  • 11.1 Authorization: Clients explicitly authorize simulated attacks and the use of hacking/testing tools for security assessments.
  • 11.2 Risk: Coqui Cloud is not liable for system instability, data loss, or downtime resulting from authorized security testing.

12. AI Marketing and Automation

  • 12.1 AI Disclaimer: Use of AI-integrated tools is at the client's sole risk. Coqui Cloud is not liable for AI "hallucinations," inaccuracies, or the resulting output of automated systems.

13. Ethical Use and Illegal Activities

  • 13.1 No Monitoring: We do not proactively monitor day-to-day client content or traffic.
  • 13.2 Client Liability: Clients are 100% liable for any illegal activities conducted using our tools, servers, or software.

14. Non-Solicitation (Protection of Personnel)

  • 14.1 Non-Solicitation: Client agrees not to solicit or hire Coqui Cloud Dev Co. employees, contractors, or partners (including but not limited to Rafael and Samuel) for a period of twenty-four (24) months post-termination of services.

15. Documentation

  • 15.1 Delivery: System documentation is provided at the successful conclusion of each project.
  • 15.2 Retrieval: Fees apply for the retrieval or recreation of lost documentation after the initial hand-off.

16. Force Majeure (Superior Force)

  • 16.1 Uncontrollable Events: Coqui Cloud is not liable for delays or failures caused by acts of God, war, terrorism, or massive infrastructure failures at third-party providers (e.g., global AWS/Google Cloud outages).

17. Fees, Payment, and Refunds

  • 17.1 Taxes: All quoted fees are exclusive of applicable taxes.
  • 17.2 Refund Policy: All sales of software licenses and labor are final and non-refundable.
  • 17.3 Cancellation: Subscriptions must be canceled in writing at least 30 days prior to the next cycle.
  • 17.4 Chargeback Protection: If a Client initiates a credit card chargeback for services rendered, the Client agrees to pay an additional $500 Administrative Dispute Fee plus all associated legal costs.

18. Hardware and Physical Goods (e.g., CoquiCards)

  • 18.1 Shipping: Coqui Cloud is not liable for delays or damages caused by shipping carriers.
  • 18.2 Defects: Physical goods (like NFC Business Cards) found to be defective upon arrival will be replaced at no cost if reported within seven (7) days of delivery. No returns are accepted for custom-printed materials.

19. Publicity and Marketing

  • 19.1 Logo Usage: Unless otherwise requested in writing, the client grants Coqui Cloud a non-exclusive license to use the client's name and logo in marketing materials, case studies, and on our website to identify the client as a customer.

20. Legal Boilerplate, Acceptance of Terms & Privacy Policy

  • 20.1 Independent Contractor: Coqui Cloud performs the Services as an independent contractor, not as an employee or partner of the client.
  • 20.2 Survival: Sections regarding Intellectual Property, Liability, Indemnification, Non-Solicitation, and Arbitration shall survive the termination of any agreement.
  • 20.3 Agreement by Continued Use: While Coqui Cloud may utilize electronic signatures or digital acceptance for specific Statements of Work (SOW), the Client agrees that the continued use of Coqui Cloud's Website, hosting, email services, Odoo modules, or custom software constitutes a legally binding acceptance of these Terms.
  • 20.4 Notification of Updates: We reserve the right to update these terms at any time. Continued use of Services following an update constitutes acceptance of the revised Terms.
  • 20.5 Integrated Privacy Policy: By accepting these Terms, the Client also acknowledges and agrees to the Coqui Cloud Privacy Policy, which governs the collection, use, and disclosure of personal and technical information.

21. Community Tools, Open Source, and Third-Party Utilities

  • 21.1 "As-Is" Provision: Free third-party solutions on our website are provided strictly "as-is."
  • 21.2 Open Source Repositories: Use of materials from our 30+ repositories is permitted only in accordance with the specific license associated with each repository.

22. Odoo Module Licensing (e.g., CoquiCards)

  • 22.1 Version-Specific Licensing: Licenses for Odoo modules are sold on a per-version basis.
  • 22.2 No Free Major Upgrades: Purchase for a specific version does not grant a right to free upgrades for subsequent major versions.
  • 22.3 Labor for Upgrades: Labor for installation or migration to a new version is billed at our standard hourly rate.

23. Limitation of Liability & Indemnification

  • Client agrees to indemnify Coqui Cloud against all claims arising from their use of the services or breach of these Terms.
  • Coqui Cloud is not liable for "Loss of Business" or "Lost Profits" resulting from a service suspension caused by Client's non-payment or security interference.

24. Governing Law and Arbitration

  • 24.1 Jurisdiction: Laws of the State of Utah.
  • 24.2 Resolution: Mandatory arbitration in Salt Lake County, Utah.

25. Liquidated Damages for Security Interference

  • In the event that a Client is proven to have attempted an unauthorized bypass, redirection, or "hack" of Coqui Cloud infrastructure (including unauthorized modification of server configuration files like .htaccess), the Client shall be liable for Liquidated Damages in the amount of $2,500.00 per incident.

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