Terms of Service

1. Acceptance of Terms

By creating an account or using any service offered by ThoughtWave Technologies, Inc. (“ThoughtWave,” “we,” “our,” or “us”), including but not limited to virtual machines, virtual desktop infrastructure (VDI), BGP tunnel provisioning, IP transit, ZFS storage, and the Stratum multi-cloud management platform (collectively, the “Services”), you agree to be bound by these Terms of Service (“Terms”).

If you are accepting on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity to these Terms. If you do not agree to these Terms, do not use the Services.

ThoughtWave may update these Terms at any time. We will provide notice of material changes by email or by posting an updated version at thoughtwave.com/legal/terms. Continued use of the Services after the effective date of any update constitutes your acceptance of the revised Terms.

2. Description of Services

ThoughtWave is a B2B infrastructure services company. Our Services include:

• Dedicated Virtual Machines (VPS): KVM-based virtual machines provisioned on ThoughtWave-owned hardware, billed on a monthly subscription basis.
• Virtual Desktop Infrastructure (VDI): Browser-accessible Linux desktops billed on a per-minute credit basis. Credits are prepaid and consumed in real time during active sessions.
• BGP Tunnel Provisioning: WireGuard-based tunnels with full BGP sessions enabling customers to announce their own IPv4/IPv6 prefixes through ThoughtWave's network. Requires identity verification and Letter of Authorization (LOA).
• ZFS Storage Snapshots: Managed snapshot services for customer data volumes hosted on ThoughtWave infrastructure.
• Stratum Cloud Management Platform: A SaaS API and Terraform provider for managing compute resources across multiple cloud providers from a unified control plane, available at thoughtwavestratum.com.
• Professional Services: Network engineering consulting, ASN deployment, and managed BGP operations, governed by separate statements of work or service agreements.

ThoughtWave may add, modify, or discontinue any Service at any time with reasonable notice. Changes that materially affect paid services will be communicated in advance.

3. Eligibility and Account Registration

You must be at least 18 years of age to use the Services. The Services are designed for business and professional use; ThoughtWave does not operate as a consumer service. By using the Services, you represent and warrant that you meet this requirement.

You agree to provide accurate, current, and complete information during registration and to keep your account information updated. You are solely responsible for maintaining the confidentiality of your account credentials, including your password and any multi-factor authentication (MFA) devices or backup codes.

You agree to notify ThoughtWave immediately at [email protected] of any actual or suspected unauthorized access to your account. ThoughtWave is not liable for any losses resulting from unauthorized use of your account credentials.

You may not share account credentials, create accounts using automated means, or create accounts for the purpose of circumventing prior terminations or suspensions.

4. Acceptable Use

Your use of the Services is subject to ThoughtWave's Acceptable Use Policy, which is incorporated by reference into these Terms. You agree not to use the Services to:

• Violate any applicable local, state, national, or international law or regulation;
• Transmit, store, or distribute malware, ransomware, spyware, or any malicious code;
• Conduct unauthorized penetration testing, port scanning, or network reconnaissance against third-party systems without documented written authorization from the target system owner;
• Launch, coordinate, or facilitate denial-of-service (DoS) or distributed denial-of-service (DDoS) attacks against any target;
• Send unsolicited bulk commercial email (spam) or engage in phishing campaigns;
• Mine cryptocurrency without explicit written authorization from ThoughtWave, which may be granted only under dedicated compute plans specifically designated for that purpose;
• Resell or sublicense the Services without a separately executed written reseller agreement with ThoughtWave;
• Store, process, or transmit material that infringes third-party intellectual property rights;
• Circumvent, disable, or interfere with access controls, security measures, or rate limits of the Services or any third-party systems;
• Engage in activity that disproportionately burdens ThoughtWave infrastructure or degrades service quality for other customers.

ThoughtWave reserves the right to suspend or terminate any account that violates this section, with or without prior notice, at ThoughtWave's sole discretion. ThoughtWave may cooperate with law enforcement authorities and will respond to valid legal process.

5. Billing and Payment

All payments are processed by Stripe, Inc. By providing payment information, you authorize ThoughtWave to charge the applicable fees for the Services you select. Fees are as listed on the ThoughtWave website at the time of purchase.

5.1 Monthly Subscriptions

Subscription-based Services (including dedicated VPS plans and Stratum API tiers) automatically renew at the end of each billing period unless cancelled before the renewal date. You may cancel at any time through the billing portal accessible from your account dashboard. Cancellation takes effect at the end of the current billing period; no pro-rated refunds are issued for the remaining period.

5.2 Prepaid Compute Credits (VDI)

Virtual Desktop Infrastructure sessions are billed against prepaid credit balances. Credits are purchased in advance and denominated in US dollars. Credits are consumed in real time during active VDI sessions at the per-minute rate for the selected tier. Unused credits do not expire, but consumed credits are non-refundable.

5.3 Refund Policy

All sales are final except as required by applicable law. ThoughtWave does not issue refunds for:

• Consumed VDI compute credits;
• Monthly subscription fees for periods of service already rendered, including the remainder of any billing month after cancellation;
• Setup fees, provisioning fees, or one-time professional service charges;
• Accounts suspended or terminated for violations of these Terms or the AUP.

ThoughtWave may, at its sole discretion, issue account credits for documented service outages of four (4) or more consecutive hours attributable to ThoughtWave infrastructure failure, as determined by ThoughtWave.

5.4 Non-Payment and Suspension

ThoughtWave reserves the right to suspend Services immediately upon payment failure, including failed subscription renewals. Suspended accounts remain subject to these Terms. ThoughtWave may delete suspended account data after 30 days of non-payment. Reactivation of a suspended account may be subject to a reactivation fee.

6. Service Availability and SLA

ThoughtWave will use commercially reasonable efforts to provide the Services on a 24/7 basis. However, ThoughtWave does not guarantee uninterrupted, error-free operation of any Service. Infrastructure services operate on shared physical hardware and network fabric; scheduled maintenance, hardware failure, upstream provider outages, and other events may cause interruptions.

ThoughtWave will provide advance notice of scheduled maintenance windows where practicable, targeting at least 24 hours' notice for maintenance expected to affect production services.

ThoughtWave is not liable for any losses or damages arising from service interruptions, hardware failures, network outages, data loss, or events outside ThoughtWave's reasonable control, including but not limited to acts of God, natural disasters, Internet backbone outages, upstream provider failures, power grid failures, or government actions.

7. Data, Privacy, and Backups

Data stored on ThoughtWave infrastructure remains your property. ThoughtWave will not access the content of your data except: (a) as necessary to provide technical support you have requested; (b) to comply with applicable legal obligations; or (c) to investigate potential violations of these Terms or the AUP.

ThoughtWave's storage infrastructure incorporates ZFS-based redundancy. However, ZFS redundancy does not substitute for customer-managed backups. You are solely responsible for maintaining appropriate, independent backups of all data you store on ThoughtWave infrastructure. ThoughtWave is not liable for data loss under any circumstances.

ThoughtWave's collection and use of personal information is governed by our Privacy Policy, which is incorporated by reference into these Terms.

8. Intellectual Property

ThoughtWave retains all right, title, and interest in and to the Services, including all software, systems, APIs, trademarks, trade names, and documentation. Nothing in these Terms grants you any license to ThoughtWave's intellectual property except the limited, non-exclusive, non-transferable right to access and use the Services as described herein.

You retain ownership of all data and content you upload to the Services. By uploading content, you grant ThoughtWave a limited license to store, copy, transmit, and process it solely for the purpose of providing the Services. This license terminates upon account closure and data deletion.

9. Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This obligation does not apply to information that is or becomes publicly known through no breach of this section, is independently developed, or is required to be disclosed by law or valid legal process.

ThoughtWave will not disclose customer-specific configuration information, IP address assignments, or routing topology to third parties except as required by law or with your express written consent.

10. Termination and Suspension

Termination by you: You may close your account at any time through the account portal or by contacting [email protected]. Termination does not entitle you to a refund of prepaid subscription fees.

Termination or suspension by ThoughtWave: ThoughtWave may suspend your access immediately, without notice, for:

• Violations of these Terms or the Acceptable Use Policy;
• Non-payment or recurring payment failures;
• Conduct that ThoughtWave reasonably believes exposes ThoughtWave or third parties to legal liability or security risk;
• Receipt of a valid law enforcement order.

Upon termination, your access to the Services will cease. ThoughtWave will retain your account data for up to 30 days following termination, after which it will be deleted, unless otherwise required by applicable law or a valid legal hold.

11. Disclaimer of Warranties

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THOUGHTWAVE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THOUGHTWAVE DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, OR BE FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THOUGHTWAVE AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS INTERRUPTION, OR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF THOUGHTWAVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THOUGHTWAVE'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING UNDER OR IN CONNECTION WITH THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO THOUGHTWAVE IN THE TWELVE (12) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13. Indemnification

You agree to defend, indemnify, and hold harmless ThoughtWave Technologies, Inc. and its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Services in violation of these Terms; (b) your violation of any applicable law or regulation; (c) your violation of the rights of any third party; or (d) content you upload, store, or transmit via the Services.

14. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Michigan, United States, without regard to its conflict of law principles. ThoughtWave Technologies, Inc. operates from Michigan, and the parties agree that Michigan law is the appropriate governing law for these infrastructure services agreements.

Any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall first be submitted to informal negotiation. Either party may initiate informal dispute resolution by sending written notice to the other party describing the dispute. The parties agree to negotiate in good faith for a period of 30 days from the date of the written notice.

If informal negotiation fails, any dispute involving amounts less than $50,000 shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, conducted in English, with the arbitration seated in Michigan. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

For disputes not subject to arbitration, the parties consent to exclusive jurisdiction in the state and federal courts located in Michigan. Nothing in this section prevents either party from seeking emergency injunctive relief in any court of competent jurisdiction to protect against imminent harm.

15. General Provisions

Entire Agreement. These Terms, together with the Privacy Policy and Acceptable Use Policy, constitute the entire agreement between you and ThoughtWave concerning the Services and supersede all prior and contemporaneous agreements, representations, and understandings.

Severability. If any provision of these Terms is found invalid or unenforceable by a court of competent jurisdiction, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

No Waiver. ThoughtWave's failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.

Assignment. You may not assign or transfer your rights or obligations under these Terms without ThoughtWave's prior written consent. ThoughtWave may freely assign its rights and obligations, including in connection with a merger, acquisition, or sale of assets.

Force Majeure. Neither party shall be liable for delays or failure to perform caused by circumstances beyond their reasonable control, including natural disasters, war, terrorism, labor disputes, governmental actions, Internet infrastructure failures, or power outages.

16. Contact

Questions regarding these Terms should be directed to: [email protected]
ThoughtWave Technologies, Inc.
Michigan, United States