Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the website rottencloud.com and the software design, development, hosting and maintenance services provided by RottenCloud LLC(“RottenCloud”, “we”, “us”), a Florida limited liability company with a principal office at 11620 NW 1st Avenue, Miami, FL 33168, United States.

By subscribing to a plan, signing an order form or otherwise using our services, you (“Client”, “you”) agree to be bound by these Terms.

1. The services

RottenCloud designs, codes, publishes, hosts and maintains websites, iOS and Android applications, web applications, backends, APIs and custom software. Services are delivered as a recurring monthly subscription under one of our published plans (Launch, Care +, Full System, Managed+ and Custom Software) or under a bespoke written scope agreed with you.

The specific deliverables, features, page counts, integrations and support levels applicable to you are those described in your plan and in the written scope we send you before your first payment. Where the scope and the published plan description conflict, the scope controls.

2. Subscriptions, term and cancellation

• Minimum term. All plans carry a minimum commitment of six (6) months from the date of your first payment.
• Billing cadence. You may elect to be billed monthly, every six months or every twelve months. Six- and twelve-month terms are billed in advance at the discounted rate shown at checkout.
• Renewal. Subscriptions renew automatically at the end of each term until cancelled.
• Cancellation. After the minimum term you may cancel at any time, effective at the end of your then-current billing period. Cancellation does not entitle you to a refund of amounts already paid for the current term.

3. Fees, setup fees and taxes

Each plan carries a one-time setup fee charged once, together with your first payment: $497 (Launch), $697 (Care +), $997 (Full System), $1,497 (Managed+) and $2,497 (Custom Software). Subscription fees are $237, $397, $597, $797 and $997 per month respectively, before any longer-term discount.

All fees are stated and payable in United States dollars and are exclusive of any applicable sales, use, VAT or similar taxes, which are your responsibility. Apple and Google charge their own developer-account fees ($99 per year and $25 once). We register those accounts in your name and pass the fees through to you at cost. Prices may change on renewal with at least thirty (30) days’ written notice; your current term is never repriced mid-term.

If a payment fails, we will notify you and may suspend the services after ten (10) days of non-payment. Suspension does not relieve you of amounts owed for your committed term.

4. Refunds

Setup fees are non-refundable once design or development work has started. Subscription fees are non-refundable for periods already elapsed. If we fail to deliver a scoped deliverable and are unable to cure the failure within thirty (30) days of written notice, you may terminate and receive a pro-rated refund of prepaid, unused subscription fees for that scope.

5. Hosting, backups and availability

Unless agreed otherwise, we host your software on servers we operate in the United States, Germany and Singapore. Domain registration, DNS, TLS certificates, daily backups and uptime monitoring are included in every plan, as is submission of your mobile application to the Apple App Store and Google Play. Approval of an application is at the sole discretion of Apple and Google; we prepare, submit and, where a rejection is remediable, revise and resubmit it, but we cannot guarantee acceptance or a review timeline.

We target high availability and, on the Custom Software plan, commit to a 99.9% monthly uptime objective measured against our monitoring. Scheduled maintenance, force majeure events, and outages caused by your code, content, third-party services or misuse are excluded. Except where a written service-level agreement states otherwise, hosting is provided on a commercially reasonable efforts basis.

6. Your responsibilities

• Provide timely content, credentials, approvals and feedback. Delays on your side do not extend or suspend billing.
• Own or hold the necessary rights to all content, trademarks, data and materials you supply to us.
• Keep your dashboard credentials confidential and notify us promptly of any suspected unauthorised access.
• Comply with all applicable laws in your use of the software we build and host for you.

7. Acceptable use

You may not use the services, or permit them to be used, to host or distribute malware, phishing pages, illegal content, content that infringes third-party rights, unsolicited bulk email, or material that is defamatory or unlawful. We may suspend or terminate services that violate this section, with notice where practicable.

8. Intellectual property and source code

During your subscription, RottenCloud retains ownership of the source code, templates and tooling we develop and grants you a non-exclusive, worldwide licence to use the delivered software for your business for as long as your subscription is active.

Source code hand-over. After twelve (12) months of continuous active subscription, ownership of the source code of your website and your mobile application transfers to you at no additional cost. Once that twelve-month period is complete, whenever your subscription ends we will hand over the complete source code so you can take your software with you. This does not include our general-purpose internal libraries, server configuration or third-party components, which remain licensed under their own terms.

You retain ownership of all content, data, trademarks and materials you supply. You grant us a licence to use them solely to provide the services, and to display your project in our portfolio unless you ask us in writing not to.

9. Confidentiality

Each party will keep the other’s non-public information confidential and use it only to perform under these Terms. This obligation survives termination for three (3) years.

10. Warranties and disclaimers

We warrant that the services will be performed in a professional and workmanlike manner by qualified personnel. Except as expressly stated, the services and website are provided “as is” and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement. We do not warrant that the software will be uninterrupted or error-free.

11. Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or data. Our aggregate liability arising out of or relating to the services is limited to the total fees you paid to us in the twelve (12) months preceding the event giving rise to the claim.

12. Indemnification

You will defend and indemnify RottenCloud against third-party claims arising from content or materials you supply, your use of the services in breach of these Terms, or your violation of applicable law.

13. Termination

Either party may terminate for material breach that remains uncured thirty (30) days after written notice. On termination we will, on request and where you are current on all fees, provide a copy of your data and (where clause 8 applies) your source code, and will retain backups for thirty (30) days before deletion.

14. Changes to these Terms

We may update these Terms from time to time. Material changes will be communicated by email or through your dashboard at least thirty (30) days before they take effect. Continued use after that date constitutes acceptance.

15. Governing law

These Terms are governed by the laws of the State of Florida, United States, without regard to conflict-of-laws rules. The state and federal courts located in Miami-Dade County, Florida have exclusive jurisdiction, and both parties waive any objection to venue there.

16. Contact

RottenCloud LLC, 11620 NW 1st Avenue, Miami, FL 33168, United States · legal@rottencloud.com