Effective Date: August 6, 2025
Last Updated: July 29, 2026
These Terms and Conditions, together with all policies, service descriptions, order forms, quotations, and supplemental terms incorporated herein by reference (collectively, the “Agreement”), constitute a legally binding agreement between:
Cañaveral Group (CGC), a corporation duly organized and existing under the laws of the Republic of the Philippines, acting through its NuCDN division (“NuCDN,” the “Company,” “we,” “us,” or “our”); and the individual, business, organization, government entity, or other legal person applying for, purchasing, accessing, or using the Services (“Subscriber,” “Customer,” “you,” or “your”).
If you accept these Terms and Conditions on behalf of a company, organization, or other legal entity, you represent and warrant that you have full authority to bind that entity to this Agreement. In such case, “Subscriber,” “Customer,” “you,” and “your” refer to that entity.
IMPORTANT — PLEASE READ CAREFULLY
BY CREATING AN ACCOUNT, SUBMITTING AN ORDER, CLICKING “I ACCEPT,” “I AGREE,” OR A SIMILAR BUTTON, PAYING AN INVOICE, ACCESSING THE CUSTOMER PORTAL, CONFIGURING A SERVICE, OR OTHERWISE ACCESSING OR USING ANY SERVICE PROVIDED BY NUCDN, YOU:
- ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS AND CONDITIONS;
- AGREE TO BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS AND ALL INCORPORATED POLICIES;
- CONFIRM THAT YOU HAVE THE LEGAL CAPACITY AND AUTHORITY TO ENTER INTO THIS AGREEMENT; AND
- CONSENT TO THE USE OF ELECTRONIC RECORDS, ELECTRONIC COMMUNICATIONS, AND ELECTRONIC ACCEPTANCE IN CONNECTION WITH THE SERVICES.
IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MUST NOT APPLY FOR, ACCESS, PURCHASE, CONFIGURE, OR USE THE SERVICES.
TABLE OF CONTENTS
- Definitions
- Incorporated Policies
- Eligibility and Authority
- Services
- Grant of Rights
- Account Registration and Security
- Subscriber Responsibilities
- Prohibited Use
- Customer Content
- Privacy and Data Processing
- Security and Shared Responsibility
- Support and Service Changes
- Third-Party Services and Infrastructure
- Fees, Billing, and Taxes
- Automatic Renewal
- Refunds, Credits, and Cancellations
- Late Payment and Non-Payment
- Payment Disputes, Reversals, and Chargebacks
- Suspension and Emergency Action
- Abuse, Legal Requests, and Investigations
- Intellectual Property Complaints
- Intellectual Property Ownership
- Confidentiality
- Service Levels
- Beta, Trial, Free, and Promotional Services
- Warranties by Subscriber
- Warranty Disclaimer
- Limitation of Liability
- Indemnification
- Term and Termination
- Effect of Termination
- Force Majeure
- Compliance with Law
- Consumer Rights
- Electronic Communications
- Governing Law
- Good-Faith Dispute Resolution
- Jurisdiction and Venue
- Time Limit for Claims
- Amendments
- Assignment
- Independent Contractors
- No Third-Party Beneficiaries
- Waiver
- Severability and Reformation
- Headings and Interpretation
- Entire Agreement
- Contact Information
- Acceptance
1. DEFINITIONS
For purposes of these Terms and Conditions:
- Account means the customer account, dashboard, portal, credentials, API keys, and related records used to access or administer the Services.
- Applicable Law means all laws, regulations, court orders, administrative issuances, regulatory requirements, and legally binding governmental directives applicable to a party, the Services, or the relevant activity.
- Authorized User means an employee, contractor, representative, administrator, or other person whom Subscriber authorizes to access or use the Account or Services.
- Customer Content means all websites, applications, files, software, scripts, databases, DNS records, communications, personal data, media, traffic, requests, and other content submitted to, transmitted through, cached by, stored on, or processed using the Services.
- Documentation means NuCDN’s published technical documentation, service guides, API documentation, configuration instructions, and support materials.
- Order means an online order, invoice, quotation, service order form, subscription selection, statement of work, or other purchasing document accepted by NuCDN.
- Services means the products, infrastructure, software, networks, platforms, support, and related services provided by NuCDN.
- Service Term means the period during which a paid Service remains active, beginning on activation or another date specified in the applicable Order.
2. INCORPORATED POLICIES
The following policies are expressly incorporated into and form an integral part of these Terms and Conditions:
- Acceptable Use Policy: https://www.nucdn.co/legal/aup/
- Service Level Agreement: https://www.nucdn.co/legal/sla/
- Privacy Policy: https://www.nucdn.co/legal/privacy-policy/
- Trust, Abuse, and Intellectual Property Policy: https://www.nucdn.co/legal/dmca/
- Any product-specific terms, order forms, quotations, data processing agreements, or supplemental policies presented to Subscriber.
Subscriber’s use of the Services constitutes acceptance of all incorporated policies, as amended in accordance with these Terms and Conditions.
In the event of an inconsistency, the following order of precedence shall apply unless expressly stated otherwise:
- A mutually signed written agreement or Order;
- A product-specific addendum or data processing agreement;
- The applicable Service Level Agreement;
- These Terms and Conditions; and
- The remaining incorporated policies.
3. ELIGIBILITY AND AUTHORITY
You may use the Services only if you:
- are at least eighteen (18) years old or have otherwise reached the age of legal capacity under Applicable Law;
- possess the legal capacity to enter into a binding agreement;
- are not prohibited from receiving the Services under Applicable Law;
- provide accurate, complete, and current registration and billing information; and
- use the Services only for lawful purposes.
NuCDN may require reasonable proof of identity, business registration, beneficial ownership, payment authorization, address, or authority to act for an organization.
NuCDN may reject, delay, restrict, or cancel an application where required information is incomplete, inaccurate, inconsistent, unverifiable, or presents an unacceptable legal, fraud, payment, sanctions, security, reputational, or operational risk.
4. SERVICES
The Services may include, without limitation:
- Content delivery network and edge-caching services;
- Web application firewall and website security services;
- DNS hosting, authoritative DNS, and DNS-security services;
- DDoS detection, mitigation, filtering, and traffic-scrubbing services;
- Proxy, reverse-proxy, routing, tunneling, and traffic-management services;
- Hosting, virtual server, dedicated server, storage, and application services;
- Monitoring, logging, analytics, reporting, and alerting services;
- Certificates, encryption-related tools, APIs, integrations, and control panels;
- Professional, managed, deployment, migration, and support services; and
- Any additional service identified in an Order.
Specific features, limits, resources, locations, configurations, support levels, and service commitments are determined by the applicable Order, plan description, Documentation, and Service Level Agreement.
NuCDN operates and obtains infrastructure, connectivity, software, and support from facilities and providers located in the Philippines and other jurisdictions.
The routing, caching, inspection, storage, or processing of traffic or data may consequently occur in multiple countries, subject to the Privacy Policy and Applicable Law.
5. GRANT OF RIGHTS
Subject to Subscriber’s continuing compliance with these Terms and Conditions and payment of all applicable fees, NuCDN grants Subscriber a limited, revocable, non-exclusive, non-transferable, and non-sublicensable right during the applicable Service Term to access and use the Services solely:
- for Subscriber’s lawful internal business or personal purposes;
- in accordance with the applicable Order and Documentation; and
- within the technical, usage, geographic, account, and resource limits of the selected Service.
No rights are granted except those expressly stated in these Terms and Conditions. All other rights are reserved by NuCDN and its licensors.
6. ACCOUNT REGISTRATION AND SECURITY
Subscriber must maintain accurate, complete, and current Account information, including its legal name, billing details, contact information, and designated administrators.
Subscriber is responsible for:
- protecting passwords, API keys, private keys, tokens, recovery codes, and other credentials;
- using strong authentication controls, including multi-factor authentication where available;
- limiting Account access to authorized persons;
- removing access promptly when an Authorized User no longer requires it;
- maintaining secure devices, systems, applications, and origin infrastructure;
- all instructions, configurations, transactions, and activities performed through its Account; and
- notifying NuCDN immediately of suspected unauthorized access, credential compromise, or Account misuse.
NuCDN may treat actions performed through valid Account credentials as authorized by Subscriber unless NuCDN has received and processed notice that the credentials were compromised.
NuCDN shall not be responsible for losses caused by Subscriber’s failure to secure its credentials, devices, systems, origin servers, applications, or Authorized Users.
7. SUBSCRIBER RESPONSIBILITIES
Subscriber is solely responsible for:
- Customer Content and all activities conducted through the Services;
- obtaining all rights, licenses, permissions, notices, and consents necessary for Customer Content;
- ensuring that Customer Content and its use of the Services comply with Applicable Law and these Terms and Conditions;
- configuring and maintaining origin servers, applications, DNS, access controls, certificates, backups, and security settings;
- testing configurations before deploying them to production;
- maintaining independent and recoverable backups of all important data;
- monitoring its Services, resource usage, invoices, notifications, and security alerts;
- responding promptly to abuse, legal, security, and compliance notices; and
- ensuring that its end users and Authorized Users comply with these Terms and Conditions.
NuCDN is not responsible for Subscriber’s code, application vulnerabilities, origin-server failure, incorrect DNS records, misconfiguration, exposed credentials, unauthorized plugins, compromised devices, inadequate backups, or failure to follow Documentation.
8. PROHIBITED USE
Subscriber shall not, directly or indirectly:
- use the Services in violation of Applicable Law or the Acceptable Use Policy;
- transmit, distribute, host, facilitate, or conceal malware, ransomware, spyware, phishing, credential theft, botnets, spam, malicious redirects, or other harmful activity;
- conduct unauthorized vulnerability scanning, exploitation, intrusion, interception, or access attempts;
- attack, overload, disrupt, degrade, probe, circumvent, or interfere with NuCDN, its suppliers, or any other network, service, system, or user;
- use the Services to infringe intellectual property, privacy, publicity, confidentiality, contractual, or proprietary rights;
- misrepresent identity, origin, ownership, affiliation, authorization, or routing information;
- circumvent rate limits, account limits, access controls, security controls, billing systems, or technical restrictions;
- reverse engineer, decompile, disassemble, copy, modify, or create derivative works from proprietary portions of the Services except to the limited extent expressly permitted by non-waivable law;
- resell, lease, sublicense, assign, or commercially redistribute the Services without NuCDN’s prior written authorization;
- use the Services in a manner that exposes NuCDN or its suppliers to legal liability, regulatory action, sanctions, reputational harm, security risk, or unreasonable operational burden; or
- assist, encourage, or enable any third party to engage in prohibited activity.
A violation of this section constitutes a material breach and may result in immediate filtering, restriction, quarantine, suspension, content disabling, or termination.
9. CUSTOMER CONTENT
As between the parties, Subscriber retains ownership of Customer Content.
Subscriber grants NuCDN and its service providers a worldwide, non-exclusive, royalty-free, limited license to host, reproduce, cache, route, transmit, scan, analyze, transform, encrypt, decrypt, display, and otherwise process Customer Content only as reasonably necessary to:
- provide, secure, maintain, troubleshoot, and improve the Services;
- detect and prevent fraud, abuse, malware, attacks, and security threats;
- comply with Subscriber’s configurations and instructions;
- comply with Applicable Law, lawful process, and binding governmental requests; and
- enforce these Terms and Conditions and protect NuCDN, its customers, suppliers, and the public.
Subscriber represents and warrants that:
- it owns Customer Content or possesses all necessary rights to use and process it through the Services;
- Customer Content does not violate Applicable Law or third-party rights;
- its instructions to NuCDN are lawful; and
- NuCDN’s processing of Customer Content in accordance with these Terms and Conditions will not violate any obligation owed by Subscriber to a third party.
NuCDN does not undertake a general obligation to monitor Customer Content.
However, NuCDN may investigate, preserve, restrict, remove, disable access to, or disclose Customer Content when reasonably necessary to enforce these Terms and Conditions, protect the Services, respond to an emergency, prevent harm, or comply with Applicable Law.
10. PRIVACY AND DATA PROCESSING
NuCDN may collect and process Account information, billing information, contact details, device information, IP addresses, traffic metadata, logs, security events, support communications, usage records, and other personal data as described in the Privacy Policy.
NuCDN shall process personal data in accordance with applicable Philippine data protection law, including Republic Act No. 10173, otherwise known as the Data Privacy Act of 2012, its Implementing Rules and Regulations, and applicable issuances of the National Privacy Commission.
Depending on the relevant processing activity:
- NuCDN may act as a personal information controller for Account, billing, fraud-prevention, legal-compliance, marketing, and business-administration data; and
- NuCDN may act as a personal information processor when processing personal data contained in Customer Content on Subscriber’s documented instructions.
Subscriber is responsible for determining whether the Services are appropriate for its data-processing activities and for:
- providing all required privacy notices;
- obtaining all required consents or identifying another lawful basis for processing;
- responding to data-subject requests for which Subscriber is responsible;
- configuring retention, access, security, and geographic settings appropriately;
- entering into any required data-processing agreement; and
- complying with cross-border data-transfer requirements.
NuCDN may use subprocessors, telecommunications providers, data centers, cloud providers, payment processors, security vendors, and support providers to deliver the Services.
Personal data and Customer Content may be processed in jurisdictions where those providers or network facilities operate, subject to appropriate contractual and legal safeguards where required.
Unless a different retention period is required by law or specified in writing, NuCDN may delete or anonymize logs, backups, Customer Content, and Account data according to its standard retention schedules.
11. SECURITY AND SHARED RESPONSIBILITY
NuCDN will implement security measures that it considers reasonable and appropriate for the nature of the Services.
However, no Internet service, software, network, encryption method, security control, or mitigation system can guarantee absolute security or complete prevention of attacks.
Subscriber acknowledges that security is a shared responsibility. NuCDN’s responsibilities are limited to the components controlled by NuCDN.
Subscriber remains responsible for its:
- applications, code, plugins, operating systems, origin servers, databases, and devices;
- identity and access management;
- encryption keys and credentials under Subscriber’s control;
- security patches and vulnerability remediation;
- DNS and firewall configurations;
- end-user conduct;
- data classification and lawful processing; and
- business-continuity and backup arrangements.
DDoS mitigation, web application firewall, malware scanning, threat intelligence, or other security functionality reduces risk but does not guarantee that all attacks, malicious requests, vulnerabilities, fraud, or unauthorized access will be detected or prevented.
12. SUPPORT AND SERVICE CHANGES
Support scope, channels, hours, response objectives, and exclusions depend on the selected Service plan.
Unless expressly included in an Order, the Services do not include:
- development, debugging, or repair of Subscriber’s website or application;
- incident response within Subscriber-controlled systems;
- malware removal from origin infrastructure;
- recovery of deleted or corrupted Customer Content;
- legal, regulatory, forensic, or compliance advice;
- guaranteed mitigation of every cyberattack; or
- support for unsupported, end-of-life, or third-party software.
NuCDN may modify, update, replace, limit, relocate, or discontinue features when reasonably necessary for security, legal compliance, supplier changes, technical compatibility, network management, product improvement, or business operations.
Where a change materially reduces the core functionality of a paid Service, NuCDN will provide reasonable notice when practicable, except when immediate action is required for security, legal, emergency, or supplier-related reasons.
13. THIRD-PARTY SERVICES AND INFRASTRUCTURE
The Services may depend upon or integrate with third-party data centers, carriers, registries, certificate authorities, cloud providers, software, APIs, payment processors, and other suppliers.
Subscriber’s use of third-party products may be subject to separate third-party terms.
NuCDN is not responsible for third-party products or services outside NuCDN’s reasonable control.
NuCDN may change suppliers, upstream providers, facilities, routing, hardware, software, IP addresses, or network architecture when reasonably necessary, provided that NuCDN will use commercially reasonable efforts to preserve the material functionality of the applicable Service.
NuCDN shall not be liable for an interruption or failure caused by a third-party provider except to the extent expressly covered by an applicable Service Level Agreement.
14. FEES, BILLING, AND TAXES
Subscriber shall pay all fees, usage charges, setup fees, taxes, and other amounts shown in the applicable Order or invoice.
Unless stated otherwise:
- fees are quoted in the currency displayed during checkout or on the invoice;
- payment is due on or before the invoice due date;
- prepaid Services must be paid before activation or renewal;
- usage-based charges may be billed in arrears;
- fees are exclusive of applicable taxes, duties, levies, bank charges, foreign-exchange costs, and payment-processing charges; and
- Subscriber is responsible for all such amounts except taxes imposed directly on NuCDN’s net income.
Subscriber authorizes NuCDN and its payment processors to charge the selected payment method for all amounts due, including renewals and usage charges where recurring billing has been enabled.
NuCDN may correct pricing, calculation, tax, or invoicing errors.
If an obvious pricing error occurs, NuCDN may cancel the affected Order and refund any amount actually received for the cancelled Service.
Bank processing, payment-gateway authorization, and the appearance of a pending or completed card charge do not necessarily constitute final settlement.
NuCDN may delay activation until payment has been successfully verified, settled, and matched to the applicable invoice.
15. AUTOMATIC RENEWAL
Where automatic renewal is offered and enabled, the applicable Service will renew for successive terms equal to the previous billing period unless Subscriber cancels renewal before the renewal date.
Subscriber is responsible for:
- reviewing renewal dates;
- maintaining a valid payment method;
- maintaining sufficient payment funds or credit;
- updating expired or replaced payment information; and
- cancelling Services it no longer requires.
Failure of an automatic payment does not cancel the outstanding invoice or Subscriber’s obligation to pay it.
16. REFUNDS, CREDITS, AND CANCELLATIONS
Except where a refund is expressly required by Applicable Law, promised in an Order, or provided under an applicable Service Level Agreement, all fees are non-refundable once the relevant Service has been activated, provisioned, reserved, consumed, or made available.
The following are ordinarily non-refundable:
- setup, installation, migration, professional-service, and labor fees;
- domain, license, certificate, IP-resource, and third-party supplier fees;
- usage, bandwidth, overage, and consumption-based charges;
- Services purchased using promotional, discounted, trial, or special pricing;
- Services suspended or terminated because of Subscriber’s breach;
- payments made for Services that Subscriber failed to configure or use; and
- cryptocurrency payments, except where NuCDN expressly agrees otherwise.
Any money-back guarantee applies only when expressly displayed for the specific Service and is subject to its stated conditions and exclusions.
Service credits are not cash refunds.
Unless an applicable Service Level Agreement states otherwise, credits:
- may be applied only to future invoices for the affected Service;
- are not transferable;
- have no cash value;
- may expire if not used within the specified period; and
- constitute Subscriber’s sole remedy for the event giving rise to the credit.
Nothing in this section excludes any mandatory right or remedy that cannot lawfully be waived under applicable Philippine consumer law.
17. LATE PAYMENT AND NON-PAYMENT
If an invoice remains unpaid after its due date, NuCDN may, without liability and subject to Applicable Law:
- restrict Account functionality;
- disable new configuration changes;
- suspend or disable the affected Services;
- apply reasonable late, reconnection, restoration, or administrative charges disclosed in advance;
- terminate the affected Services;
- delete associated Customer Content after the applicable retention or grace period;
- refer the balance for lawful collection; and
- recover reasonable collection costs, legal fees, and expenses to the extent permitted by law.
Subscriber remains liable for all accrued charges through the effective date of termination.
Reactivation is subject to payment of all outstanding amounts, technical feasibility, resource availability, and any applicable restoration fee.
NuCDN does not guarantee that Customer Content, configurations, IP addresses, resources, or previous service conditions can be restored after suspension or termination.
18. PAYMENT DISPUTES, REVERSALS, AND CHARGEBACKS
Subscriber must contact NuCDN promptly and in good faith before initiating a chargeback, payment reversal, or payment dispute, unless prohibited by Applicable Law or payment-network rules.
An unauthorized, fraudulent, abusive, or unjustified chargeback may constitute a material breach of these Terms and Conditions.
Upon receiving notice of a chargeback or reversal, NuCDN may:
- suspend the affected Account or Services;
- preserve relevant Account, payment, access, and service records;
- submit evidence to the payment processor, bank, or card network;
- recover the reversed amount and reasonable chargeback-related costs; and
- decline future orders or require a different payment method.
NuCDN shall not retaliate against a Subscriber for exercising a legitimate statutory or payment-network right.
19. SUSPENSION AND EMERGENCY ACTION
NuCDN may immediately filter, rate-limit, block, quarantine, reroute, restrict, or suspend any Service or Account when NuCDN reasonably believes that:
- Subscriber has breached these Terms and Conditions;
- payment is overdue, reversed, fraudulent, or disputed;
- the Service is being used for unlawful, malicious, abusive, or unauthorized activity;
- Subscriber’s use presents a security, stability, legal, compliance, reputational, or operational risk;
- suspension is required by a court, regulator, law-enforcement authority, supplier, data center, carrier, registry, or other competent authority;
- Customer Content infringes or allegedly infringes third-party rights;
- Subscriber’s configuration is causing or contributing to an attack, outage, overload, or degradation;
- Subscriber has provided false, misleading, incomplete, or unverifiable information; or
- immediate action is reasonably necessary to protect NuCDN, its customers, suppliers, infrastructure, or the public.
Where practicable, NuCDN will provide notice and an opportunity to remedy the issue.
However, prior notice is not required where urgent action is reasonably necessary.
NuCDN may maintain a suspension until the underlying issue has been resolved to NuCDN’s reasonable satisfaction.
Fees may continue to accrue during a suspension when resources remain reserved or costs continue to be incurred.
20. ABUSE, LEGAL REQUESTS, AND INVESTIGATIONS
NuCDN may receive and evaluate reports concerning abuse, security threats, fraud, intellectual property infringement, unlawful content, and other prohibited activities.
Subscriber shall:
- maintain a valid abuse and administrative contact;
- respond within the period specified in a NuCDN notice;
- preserve relevant records where lawfully required;
- take effective corrective action; and
- cooperate reasonably with NuCDN’s investigation.
NuCDN may disclose information when reasonably and lawfully necessary to:
- comply with a subpoena, warrant, court order, or lawful governmental demand;
- investigate or prevent fraud, abuse, cybercrime, security incidents, or threats to life or safety;
- enforce these Terms and Conditions;
- protect NuCDN’s legal rights and infrastructure; or
- respond to Subscriber’s valid authorization.
NuCDN may challenge, narrow, or reject a request that it reasonably believes is invalid, overbroad, unlawful, or inconsistent with applicable legal requirements.
NuCDN may charge Subscriber reasonable costs arising from unusually burdensome requests relating specifically to Subscriber’s Account, to the extent permitted by law.
21. INTELLECTUAL PROPERTY COMPLAINTS
NuCDN respects intellectual property rights and may restrict or disable access to Customer Content in response to a sufficiently supported infringement complaint, court order, or lawful request.
Because NuCDN may function as a network intermediary, reverse proxy, caching provider, DNS provider, security provider, or infrastructure provider, NuCDN may not host or control the origin content identified in a complaint.
A complainant should provide:
- identification of the protected work or right;
- the exact URL, hostname, IP address, or other location of the disputed material;
- the complainant’s contact information;
- an explanation of the alleged infringement;
- a statement of good-faith belief;
- a statement that the submitted information is accurate; and
- proof of authority to act for the rightsholder.
NuCDN may forward a complaint and related contact information to Subscriber or the relevant service provider where appropriate and lawful.
22. INTELLECTUAL PROPERTY OWNERSHIP
The Services are licensed or provided as a service and are not sold.
NuCDN, its affiliates, and its licensors retain all right, title, and interest in and to:
- the Services and underlying technology;
- software, source code, object code, APIs, algorithms, configurations, systems, and network designs;
- Documentation, interfaces, dashboards, reports, and templates;
- trademarks, trade names, logos, branding, and domain names;
- aggregated and de-identified analytics that do not identify Subscriber or an individual; and
- all improvements, modifications, and derivative works of the foregoing.
Subscriber shall not remove or alter proprietary notices, branding, copyright notices, or technical protection measures except where NuCDN expressly authorizes customization in writing.
If Subscriber provides suggestions, ideas, feedback, or recommendations concerning the Services, Subscriber grants NuCDN a perpetual, worldwide, irrevocable, transferable, sublicensable, and royalty-free right to use such feedback without restriction or compensation, provided that NuCDN is not required to identify Subscriber publicly.
23. CONFIDENTIALITY
Each party may receive non-public business, technical, security, pricing, operational, or commercial information from the other party (“Confidential Information”).
The receiving party shall:
- use Confidential Information only to exercise its rights or perform its obligations under these Terms and Conditions;
- protect it using at least reasonable care;
- disclose it only to personnel, contractors, professional advisers, and providers who have a legitimate need to know and are subject to confidentiality obligations; and
- not disclose it to any other person without prior authorization.
Confidential Information does not include information that the receiving party can demonstrate:
- was already lawfully known without confidentiality restrictions;
- became publicly available without breach;
- was lawfully received from a third party without confidentiality restrictions; or
- was independently developed without using the disclosing party’s Confidential Information.
A party may disclose Confidential Information where required by Applicable Law, provided that it gives prior notice where legally permitted and reasonably cooperates with efforts to seek confidential treatment.
24. SERVICE LEVELS
Any uptime commitment, service credit, maintenance exclusion, measurement method, or claim procedure applies only if expressly stated in the applicable Service Level Agreement.
Unless the Service Level Agreement expressly states otherwise, downtime calculations exclude:
- scheduled or emergency maintenance;
- Subscriber systems, configurations, applications, origin servers, or networks;
- third-party services outside NuCDN’s reasonable control;
- Internet routing, DNS delegation, registrar, or telecommunications failures outside NuCDN’s control;
- DDoS attacks or malicious traffic exceeding the purchased protection level;
- suspension permitted under these Terms and Conditions;
- force-majeure events;
- beta, free, trial, preview, or promotional Services; and
- acts or omissions of Subscriber or its users.
Service credits provided under the applicable Service Level Agreement are Subscriber’s sole and exclusive monetary remedy for a failure to meet a stated service level, except where such limitation is prohibited by law.
25. BETA, TRIAL, FREE, AND PROMOTIONAL SERVICES
Beta, preview, experimental, trial, free, and promotional Services may be incomplete, changed, limited, suspended, or discontinued at any time.
Such Services are provided without any service-level commitment, support guarantee, data-retention commitment, or warranty.
Subscriber should not use them for critical production workloads or rely on them for the storage of irreplaceable data.
NuCDN may impose additional limits or convert a free or trial Service to a paid Service after providing appropriate notice.
Subscriber will not be charged without authorization where authorization is required by Applicable Law.
26. WARRANTIES BY SUBSCRIBER
Subscriber represents and warrants that:
- it has authority to enter into and perform these Terms and Conditions;
- all Account, payment, identity, and business information it provides is accurate and lawfully provided;
- its use of the Services and Customer Content complies with Applicable Law;
- it possesses all rights and permissions necessary for Customer Content;
- it will not use the Services to violate third-party rights;
- its instructions to NuCDN are lawful; and
- it will comply with applicable privacy, cybersecurity, consumer-protection, sanctions, export-control, and telecommunications requirements.
27. WARRANTY DISCLAIMER
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.”
NUCDN DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF:
- MERCHANTABILITY;
- FITNESS FOR A PARTICULAR PURPOSE;
- TITLE;
- NON-INFRINGEMENT;
- ACCURACY;
- QUIET ENJOYMENT;
- COMPATIBILITY;
- SECURITY;
- AVAILABILITY; AND
- RESULTS ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
NUCDN DOES NOT WARRANT THAT:
- THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, OR FREE FROM HARMFUL COMPONENTS;
- ALL ATTACKS, VULNERABILITIES, MALWARE, FRAUD, OR ABUSE WILL BE DETECTED OR PREVENTED;
- ALL CUSTOMER CONTENT WILL BE PRESERVED OR RECOVERABLE;
- THE SERVICES WILL MEET SUBSCRIBER’S PARTICULAR LEGAL, REGULATORY, BUSINESS, OR TECHNICAL REQUIREMENTS; OR
- ANY DEFECT OR FAILURE WILL BE CORRECTED WITHIN A PARTICULAR PERIOD.
NO ORAL OR WRITTEN INFORMATION PROVIDED BY NUCDN CREATES A WARRANTY UNLESS EXPRESSLY INCLUDED IN A MUTUALLY SIGNED WRITTEN AGREEMENT.
THIS SECTION DOES NOT EXCLUDE WARRANTIES OR RIGHTS THAT CANNOT LAWFULLY BE EXCLUDED.
28. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NUCDN, ITS AFFILIATES, SUPPLIERS, LICENSORS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AND REPRESENTATIVES SHALL NOT BE LIABLE FOR:
- INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES;
- LOSS OF PROFITS, REVENUE, BUSINESS, CUSTOMERS, GOODWILL, OPPORTUNITY, OR ANTICIPATED SAVINGS;
- LOSS, CORRUPTION, DELETION, DISCLOSURE, OR UNAVAILABILITY OF DATA;
- BUSINESS INTERRUPTION OR COST OF SUBSTITUTE SERVICES;
- FAILED SECURITY, UNDETECTED ATTACKS, OR UNAUTHORIZED ACCESS;
- SUBSCRIBER MISCONFIGURATION, ORIGIN FAILURE, APPLICATION DEFECTS, OR COMPROMISED CREDENTIALS;
- THIRD-PARTY SERVICES OR INFRASTRUCTURE OUTSIDE NUCDN’S REASONABLE CONTROL; OR
- ANY DAMAGE THAT COULD REASONABLY HAVE BEEN AVOIDED THROUGH BACKUPS, REDUNDANCY, SECURITY CONTROLS, OR COMPLIANCE WITH DOCUMENTATION.
THE FOREGOING APPLIES REGARDLESS OF THE THEORY OF LIABILITY, INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE, AND EVEN IF NUCDN WAS ADVISED THAT THE DAMAGE WAS POSSIBLE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NUCDN’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO A PARTICULAR SERVICE OR THESE TERMS AND CONDITIONS SHALL NOT EXCEED THE LOWER OF:
- THE AMOUNT ACTUALLY PAID BY SUBSCRIBER TO NUCDN FOR THE AFFECTED SERVICE DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR
- THE DIRECT DAMAGES ACTUALLY PROVEN BY SUBSCRIBER.
FOR A FREE, TRIAL, BETA, PREVIEW, OR PROMOTIONAL SERVICE, NUCDN’S AGGREGATE LIABILITY SHALL NOT EXCEED PHP 1,000, TO THE EXTENT PERMITTED BY LAW.
The limitations in this section shall not apply to liability that cannot lawfully be limited or excluded, including liability arising from fraud, willful misconduct, or other liability that Applicable Law expressly makes non-waivable.
Each limitation is independent and applies even if a limited remedy fails of its essential purpose.
29. INDEMNIFICATION
To the maximum extent permitted by Applicable Law, Subscriber shall indemnify, defend, and hold harmless NuCDN, Cañaveral Group, their affiliates, suppliers, licensors, directors, officers, employees, contractors, and representatives from and against claims, demands, proceedings, damages, judgments, penalties, fines, losses, liabilities, costs, and reasonable legal fees arising out of or relating to:
- Customer Content;
- Subscriber’s or an Authorized User’s use or misuse of the Services;
- Subscriber’s violation of these Terms and Conditions or Applicable Law;
- an allegation that Customer Content or Subscriber’s activities infringe third-party rights;
- Subscriber’s failure to obtain a required consent, license, permission, or lawful basis;
- Subscriber’s products, services, customers, users, systems, or origin infrastructure;
- Subscriber’s negligence, fraud, willful misconduct, or security failure; or
- a dispute between Subscriber and its customer, user, employee, contractor, or another third party.
NuCDN shall provide reasonable notice of an indemnified claim.
Subscriber may control the defense with counsel reasonably acceptable to NuCDN, but Subscriber may not enter into a settlement that admits fault by NuCDN, imposes an obligation on NuCDN, or restricts NuCDN’s operations without NuCDN’s prior written consent.
NuCDN may participate in the defense using counsel of its choice at its own expense, except where Subscriber fails to provide an adequate defense.
30. TERM AND TERMINATION
These Terms and Conditions begin when Subscriber first accepts them, submits an Order, creates an Account, pays an invoice, or uses a Service, whichever occurs first.
They continue until all Services and Accounts have been terminated and all outstanding obligations have been satisfied.
Subscriber may terminate a Service through the customer portal or another cancellation method accepted by NuCDN.
Cancellation takes effect at the end of the current paid term unless the applicable Order allows earlier termination.
NuCDN may terminate these Terms and Conditions or an affected Service:
- immediately for material breach, unlawful use, fraud, abuse, security risk, repeated policy violations, or unauthorized chargebacks;
- for non-payment after any applicable grace period;
- where required by Applicable Law or a supplier;
- where continued provision becomes technically, legally, or commercially impracticable; or
- for convenience upon reasonable notice, subject to any applicable Order and mandatory law.
If NuCDN terminates a prepaid Service solely for convenience and not because of Subscriber’s breach, NuCDN may provide a prorated refund or service credit for the unused prepaid period, excluding non-refundable third-party, setup, usage, and professional-service fees.
31. EFFECT OF TERMINATION
Upon termination or expiration:
- Subscriber’s right to access and use the affected Services immediately ends;
- Subscriber shall pay all outstanding amounts;
- NuCDN may disable access to the Account and Customer Content;
- Subscriber must cease using NuCDN software, credentials, addresses, certificates, and resources;
- NuCDN may reassign IP addresses, hostnames, resources, and capacity; and
- NuCDN may delete Customer Content after any applicable retrieval or retention period.
Subscriber is responsible for exporting Customer Content and configurations before termination.
NuCDN has no obligation to retain or provide Customer Content after termination unless required by Applicable Law or agreed in writing.
Sections that by their nature should survive termination shall survive, including payment obligations, intellectual property, confidentiality, disclaimers, liability limitations, indemnification, dispute provisions, and general contractual provisions.
32. FORCE MAJEURE
NuCDN shall not be liable for failure, interruption, or delay caused by circumstances beyond its reasonable control, including:
- acts of God, natural disasters, earthquakes, floods, typhoons, fires, epidemics, or pandemics;
- war, terrorism, civil unrest, sabotage, or armed conflict;
- governmental action, legal restrictions, sanctions, embargoes, or regulatory orders;
- power, telecommunications, cable, satellite, Internet, or upstream-provider failures;
- data-center, cloud-provider, carrier, registry, or supplier outages;
- large-scale cyberattacks, zero-day vulnerabilities, routing leaks, or Internet-wide incidents;
- labor disputes or shortages;
- failures of hardware, software, or infrastructure not reasonably preventable through ordinary commercial measures; or
- other events beyond NuCDN’s reasonable control.
NuCDN will use commercially reasonable efforts to mitigate the effect of a force-majeure event and resume affected Services when reasonably practicable.
33. COMPLIANCE WITH LAW
Each party shall comply with Applicable Law relating to its performance under these Terms and Conditions.
Subscriber is responsible for determining and complying with the laws applicable to its Customer Content, customers, industry, locations, and use of the Services, including applicable requirements relating to:
- privacy and data protection;
- cybersecurity and cybercrime;
- consumer protection and electronic commerce;
- intellectual property;
- telecommunications and content regulation;
- financial services and payment activity;
- export controls, economic sanctions, and restricted parties;
- record retention and lawful interception; and
- regulated or sensitive data.
NuCDN does not provide legal advice and does not warrant that the Services, standing alone, will make Subscriber compliant with any law, regulation, certification, or industry standard.
34. CONSUMER RIGHTS
If Subscriber is a consumer under applicable Philippine law, nothing in these Terms and Conditions excludes, restricts, or modifies any statutory warranty, remedy, right, or protection that cannot lawfully be waived.
Where a provision of these Terms and Conditions conflicts with a mandatory consumer-protection requirement, the mandatory requirement shall prevail only to the minimum extent of the conflict, and the remaining provisions shall continue in effect.
Business customers acknowledge that they acquire the Services primarily for business or commercial purposes except where expressly stated otherwise.
35. ELECTRONIC COMMUNICATIONS
Subscriber consents to receive agreements, invoices, notices, disclosures, security alerts, service announcements, and other communications electronically through email, the customer portal, the NuCDN website, support tickets, or other electronic methods associated with the Account.
Electronic records, electronic signatures, click-through acceptance, portal activity, system logs, and electronically stored communications may be used as evidence of transactions and acceptance to the extent permitted by Applicable Law.
Subscriber must maintain a current email address and regularly review its Account and support portal.
A notice is deemed received when:
- sent to the email address associated with the Account without an automated delivery-failure notice;
- posted prominently in the customer portal;
- delivered through an Account notification; or
- delivered by courier or registered mail to the most recent physical address supplied by Subscriber.
36. GOVERNING LAW
These Terms and Conditions and any non-contractual obligation arising out of or relating to them shall be governed by and construed in accordance with the laws of the Republic of the Philippines, without regard to conflict-of-laws principles.
The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
37. GOOD-FAITH DISPUTE RESOLUTION
Before commencing formal legal proceedings, a party shall provide the other party with written notice describing:
- the nature and factual basis of the dispute;
- the relevant Account, Order, invoice, or Service;
- the relief requested; and
- supporting documents reasonably available to that party.
The parties shall attempt in good faith to resolve the dispute through authorized representatives for at least thirty (30) calendar days after receipt of the notice, unless urgent injunctive relief is reasonably necessary.
Dispute notices to NuCDN must be sent to legal@nucdn.co with the subject line “Legal Dispute Notice.”
38. JURISDICTION AND VENUE
Subject to the good-faith dispute-resolution procedure above, the parties irrevocably submit to the exclusive jurisdiction of the competent courts of Bacoor City, Cavite, or, where jurisdictionally required, the competent courts of the Province of Cavite, Philippines.
Each party waives any objection based on inconvenient forum or improper venue to the maximum extent permitted by law.
This provision does not prevent NuCDN from seeking temporary, protective, injunctive, or equitable relief in another competent jurisdiction where necessary to protect its infrastructure, intellectual property, Confidential Information, or legal rights.
For consumers, this section applies only to the extent permitted by mandatory consumer-protection and procedural law.
39. TIME LIMIT FOR CLAIMS
To the maximum extent permitted by law, any claim arising out of or relating to the Services or these Terms and Conditions must be commenced within one (1) year after the claimant knew or reasonably should have known of the facts giving rise to the claim.
This contractual period does not apply where Applicable Law requires a longer, non-waivable limitation period.
40. AMENDMENTS
NuCDN may amend these Terms and Conditions to reflect changes in the Services, Applicable Law, regulatory requirements, security practices, suppliers, pricing structures, or business operations.
NuCDN will post the updated Terms and Conditions and revise the “Last Updated” date.
Where a change materially affects Subscriber’s rights or obligations, NuCDN will provide reasonable advance notice through email, the customer portal, or the website, unless immediate effectiveness is reasonably required for legal, regulatory, security, fraud-prevention, or emergency reasons.
Continued use of the Services after the effective date of an amendment constitutes acceptance of the amended Terms and Conditions.
If Subscriber does not agree to a material amendment, Subscriber must discontinue and cancel the affected Service before the amendment becomes effective.
An amendment will not retroactively change the resolution of a dispute of which NuCDN received formal written notice before the amendment’s effective date, unless required by law.
41. ASSIGNMENT
Subscriber may not assign, transfer, delegate, sublicense, or novate these Terms and Conditions or any right under them without NuCDN’s prior written consent.
NuCDN may assign or transfer these Terms and Conditions, in whole or in part, to:
- an affiliate;
- a successor following a merger, acquisition, consolidation, restructuring, or sale of assets;
- an entity acquiring the NuCDN business or relevant Service; or
- a financing or investment entity as part of a lawful corporate transaction.
Any prohibited assignment is void to the extent permitted by law.
42. INDEPENDENT CONTRACTORS
The parties are independent contractors.
These Terms and Conditions do not create a partnership, joint venture, franchise, fiduciary relationship, employment relationship, agency, or exclusive arrangement.
Neither party may bind the other or make representations on the other’s behalf without express written authority.
43. NO THIRD-PARTY BENEFICIARIES
Except for NuCDN’s affiliates, licensors, suppliers, officers, employees, contractors, and other indemnified or protected persons expressly identified in these Terms and Conditions, these Terms and Conditions do not confer enforceable rights upon any third party.
44. WAIVER
A party’s failure or delay in exercising a right does not waive that right.
A waiver is effective only if made in writing by an authorized representative and applies only to the specific circumstance for which it was given.
45. SEVERABILITY AND REFORMATION
If any provision of these Terms and Conditions is held invalid, illegal, or unenforceable, that provision shall be interpreted, limited, or reformed to the minimum extent necessary to make it enforceable while preserving its intended commercial purpose.
If reformation is not possible, the invalid provision shall be severed, and the remaining provisions shall continue in full force and effect.
46. HEADINGS AND INTERPRETATION
Headings are for convenience only and do not affect interpretation.
Unless the context requires otherwise:
- “including” means “including without limitation”;
- the singular includes the plural and vice versa;
- references to laws include amendments, replacements, and implementing regulations;
- references to “days” mean calendar days unless expressly stated otherwise; and
- no ambiguity shall be interpreted against a party solely because that party drafted the provision.
47. ENTIRE AGREEMENT
These Terms and Conditions, together with all policies, Orders, and supplemental terms incorporated by reference, constitute the entire agreement between the parties concerning their subject matter and supersede prior or contemporaneous proposals, representations, communications, discussions, and agreements concerning the same subject matter.
Purchase orders or customer-provided terms shall not modify these Terms and Conditions, even if accepted for administrative convenience, unless NuCDN expressly agrees to the modification in a writing signed by an authorized representative.
48. CONTACT INFORMATION
Cañaveral Group (CGC), acting through NuCDN
Legal and Compliance: legal@nucdn.co
Telephone: +63 961 904 8179
Business Address: Unit E-0054, 5th Floor, CBC Asia Technozone, Aguinaldo Highway, Talaba I, Bacoor City, Cavite 4102, Philippines
Abuse, security, privacy, billing, and support concerns should be submitted through the applicable contact method or customer-support channel published on the NuCDN website.
49. ACCEPTANCE
BY APPLYING FOR, PURCHASING, ACCESSING, CONFIGURING, OR USING THE SERVICES, SUBSCRIBER CONFIRMS THAT IT HAS READ, UNDERSTOOD, AND AGREED TO THESE TERMS AND CONDITIONS AND ALL POLICIES INCORPORATED BY REFERENCE.
IF SUBSCRIBER DOES NOT ACCEPT THESE TERMS AND CONDITIONS, SUBSCRIBER MUST NOT USE THE SERVICES.