Terms & Conditions

1. Use of the Website and Services

• 1.1 Eligibility: You must be at least eighteen (18) years old and possess the legal authority to enter into a binding agreement on behalf of yourself or the organization you represent.
• 1.2 Permitted Use: You may use the Website, interactive command modules (CoquiCal, CoquiAudit, CoquiCareer, CoquiProposals, CoquiCards), and Services for lawful business and technical evaluation purposes only.
• 1.3 Prohibited Activities: You agree not to violate any applicable federal, state, or international law, infringe upon intellectual property rights, or disrupt the integrity, performance, or availability of the Services.
• 1.4 Account Security: You are solely responsible for safeguarding all portal passwords, API tokens, SSH keys, and OAuth credentials assigned or handed off to you. Coqui Cloud is not liable for any loss or unauthorized access arising from your failure to maintain credential security.
• 1.5 Unauthorized Interference (Anti-Hacking & Anti-Bypass Clause): Any attempt by a Client or user to bypass, circumvent, tamper with, or "hack" managed infrastructure is strictly prohibited. This includes, but is not limited to:
  • Unauthorized DNS record changes or nameserver modifications on managed domains.
  • Caddyfile, nginx.conf, reverse-proxy, or Docker network configuration bypasses.
  • Unauthorized modification, deletion, or appending of server-level configuration files (e.g., .htaccess, odoo.conf, environment variables) to redirect traffic or bypass access controls.
  • Abuse of file transfer protocols (FTP/SFTP/SSH) or RPC endpoints to circumvent administrative controls.
  • Redirecting managed domains or sub-routes to external servers without full settlement of all open invoices.
  Such actions are classified immediately as a Security Incident and will result in immediate service termination, permanent revocation of all courtesy grace periods, a mandatory Security Intervention Fee (See Section 7.4), and Liquidated Damages (See Section 25).

2. User Content and Data Privacy

• 2.1 Ownership: Subject to Section 5.4, you retain all rights and ownership of the business data and records you submit to the Services ("User Content").
• 2.2 Data Processing Agreement (DPA): Coqui Cloud adheres to strict data isolation and processing standards. Our collection and handling of your data are governed by our Privacy Policy and, where applicable for enterprise or regulated tenants, our formal Data Processing Agreement or Business Associate Agreement (BAA).

3. Intellectual Property and Licensing

• 3.1 Ownership of IP: Ramon Rios Jr. and Coqui Cloud Dev Co. retain all rights, titles, and interests in any original source code, custom Odoo modules, automation blueprints, database schemas, and software developed by us.
• 3.2 Client License Upon Full Payment: Only upon full settlement of all associated invoices does Coqui Cloud grant the Client a non-exclusive, internal license to use and modify the delivered code for the Client's own internal business operations.
• 3.3 Payment Default & Software Piracy: Failure to settle invoices in accordance with agreed payment terms automatically revokes all temporary or conditional software licenses. Any continued use, hosting, or duplication of such software or custom modules after license revocation is classified as Software Piracy and Willful Copyright Infringement and is subject to immediate injunctive and legal action.

4. SLA & Third-Party Infrastructure

• 4.1 Service Availability: While we engineer and monitor our managed hosting environments to target 99.9% uptime (tracked publicly via /status), web tools and Services are provided on an "as-is" and "as-available" basis unless governed by a separate paid Service Level Agreement.
• 4.2 Third-Party Provider Disclaimer: Our solutions integrate infrastructure and network transport from upstream providers including Google Cloud, AWS, Microsoft Azure, Cloudflare, IONOS, IonBlade, and telecommunication carriers. Coqui Cloud is not liable for outages, API deprecations, or service interruptions caused by these third-party providers.

5. Data Backups, Retention, Deletion & Contractual Liens

• 5.1 Default Backup Responsibility: You are solely responsible for maintaining regular, independent backups of your data unless you have a separate, active paid agreement for managed backups (e.g., Datto or managed off-site snapshots).
• 5.2 Delinquency Suspension & Deletion Timeline:
  • 30 Days Past Due: Services, hosting, and API integrations are suspended immediately following thirty (30) days of non-payment.
  • 90 Days Past Due: Unpaid accounts are transferred to formal collections and legal recovery.
  • 180 Days Past Due: All data, databases, filestores, and backups hosted on Coqui Cloud servers are permanently and irreversibly deleted.
• 5.3 Courtesy Grace Period Revocation: Coqui Cloud reserves the right to terminate any complimentary or "courtesy" live-hosting or staging period immediately and without notice if the Client exhibits bad-faith business ethics, repudiates an invoice, or attempts to bypass security controls.
• 5.4 Data Custody & Contractual Liens: In the event of non-payment or security breaches, Coqui Cloud reserves and enforces a Contractual Possessory Lien over all hosted data, custom modules, Email History, and Mailing Lists. This data will not be exported, released, or ported until the account balance is $0.00.

6. Software Development, Acceptance & Warranty

• 6.1 Versioning: We deploy the latest stable version of software and dependencies available at the time of initial integration.
• 6.2 Thirty (30) Day Acceptance & Testing Period: All custom development and implementation Services include a thirty (30) calendar day testing and acceptance period following deployment.
• 6.3 Ninety (90) Day Limited Warranty: We provide a ninety (90) calendar day limited warranty starting from the date of acceptance, covering reproducible bugs in our original source code. Modifications made to the code or server configuration by the Client or third parties void this warranty.

7. Managed Services, Support Hours & Intervention Fees

• 7.1 Proactive vs. Reactive Monitoring: Unless enrolled in an active monthly "Managed Services" plan, Coqui Cloud does not proactively monitor Client servers, logs, or security posture.
• 7.2 Standard Support Hours: Standard support is provided Monday through Friday, 9:00 AM to 5:00 PM MST (Mountain Standard Time), excluding federal holidays.
• 7.3 Emergency & After-Hours Rates: Engineering labor requested outside standard support hours, on weekends, or on holidays is billed at Emergency Hourly Rates.
• 7.4 Security Intervention Fee: If Coqui Cloud must perform emergency engineering labor to investigate, contain, or remediate a Client-initiated "hack," bypass, or unauthorized redirect (including forensic investigation of unauthorized file or DNS modifications), the Client will be billed a mandatory Security Intervention Fee at double (2x) the standard emergency hourly rate.

8. Domains, SSL, Administrative Redirection & Registry Lock

• 8.1 Expiration Tracking: Clients are responsible for tracking the expiration of domains and TLS/SSL certificates unless domain management is actively contracted to Coqui Cloud.
• 8.2 Managed Domains: Domains procured or managed by Coqui Cloud remain the administrative property of Coqui Cloud until all associated project, hosting, and renewal fees are paid in full.
• 8.3 Administrative Redirection: In cases of account delinquency or unauthorized bypass attempts, Coqui Cloud reserves the right to redirect domain traffic to a Coqui Cloud "Parked" or "Service Suspended" URL (ramonrios.net/r/* or coqui.cloud/r/*) for audit tracking and brand protection.
• 8.4 Registry Lock: We may implement a registrar-level "Registry Lock" to prevent unauthorized domain transfers during billing disputes or delinquency.

9. Client Cybersecurity Requirements

• 9.1 Minimum Endpoint Standards: Clients accessing managed infrastructure or portals must maintain up-to-date Antivirus / Endpoint Detection and Response (EDR) software and multi-factor authentication.
• 9.2 Breach Remediation Liability: If a security breach, credential compromise, or outage is caused by Client negligence, weak passwords, or "bypass" attempts, the Client assumes 100% of the forensic and remediation costs.

10. Server Access, Liability Shift & Configuration Integrity

• 10.1 Managed Servers: To maintain security isolation, Clients will not be granted root or host-level SSH access to internal Coqui Cloud managed servers.
• 10.2 Build-and-Deliver Hand-Off: For dedicated VPS or On-Premise "Build-and-Deliver" projects, 100% of administrative credentials are granted to the Client upon final invoice settlement and delivery.
• 10.3 Immediate Liability Shift: Upon hand-off of administrative credentials for VPS or On-Premise builds, Coqui Cloud is immediately and permanently released from all liability regarding subsequent system misconfiguration, downtime, 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, Caddyfile, odoo.conf) provided by Coqui Cloud on managed environments. Any unauthorized modification of these files to circumvent billing or security measures is classified as System Sabotage.

11. Cybersecurity and Penetration Testing

• 11.1 Authorization: When contracting security audits or vulnerability assessments, Clients explicitly authorize simulated attacks and the use of adversarial testing tools against designated in-scope assets.
• 11.2 Operational Risk: Coqui Cloud is not liable for system instability, service interruption, data loss, or downtime resulting from authorized security testing.

12. AI Marketing, LLMs and Automation

• 12.1 AI Operational Disclaimer: Use of AI-integrated tools, Large Language Model (LLM) workflows, and automated marketing pipelines is at the Client's sole risk. Neither Ramon Rios Jr. nor Coqui Cloud is liable for AI "hallucinations," inaccuracies, third-party model changes, or the resulting output of automated systems.

13. Ethical Use and Illegal Activities

• 13.1 No Proactive Content Monitoring: We do not proactively monitor day-to-day Client content, database entries, or traffic.
• 13.2 Sole Client Liability: Clients are 100% liable for any unlawful, deceptive, or non-compliant activities conducted using our tools, servers, email relays, or software.

14. Non-Solicitation (Protection of Personnel)

• 14.1 Twenty-Four (24) Month Non-Solicitation: The Client agrees not to directly or indirectly solicit, recruit, or hire Coqui Cloud Dev Co. employees, engineers, contractors, or partners (including but not limited to Rafael and Samuel) for a period of twenty-four (24) months following the termination of services.

15. System Documentation

• 15.1 Delivery at Conclusion: As-built system documentation is provided at the successful conclusion and full settlement of each project.
• 15.2 Archival Retrieval Fees: Standard engineering fees apply for the retrieval, auditing, or recreation of lost documentation or credentials after the initial hand-off.

16. Force Majeure (Superior Force)

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

17. Fees, Payment, Refunds & Chargeback Protection

• 17.1 Taxes: All quoted fees are exclusive of applicable federal, state, local, or territory taxes.
• 17.2 Non-Refundable Policy: All sales of software licenses, custom modules, architecture audits, and engineering labor are final and non-refundable.
• 17.3 Subscription Cancellation: Recurring hosting or managed service subscriptions must be canceled in writing at least thirty (30) days prior to the next billing cycle.
• 17.4 Chargeback Protection ($500 Dispute Fee): If a Client initiates a credit card chargeback or ACH reversal for services rendered or software delivered, the Client agrees to pay an additional $500.00 Administrative Dispute Fee plus all associated collection and legal costs.

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

• 18.1 Shipping & Transit: Coqui Cloud is not liable for transit delays, loss, or damages caused by third-party shipping carriers.
• 18.2 Seven (7) Day Defect Replacement: Physical goods (such as NFC Business Cards) found to have manufacturing defects upon arrival will be replaced at no cost if reported within seven (7) calendar days of delivery. No returns or refunds are accepted for custom-printed or custom-encoded materials.

19. Publicity and Marketing

• 19.1 Logo & Case Study Usage: Unless otherwise restricted in writing by a mutually executed NDA, the Client grants Coqui Cloud and Ramon Rios Jr. a non-exclusive license to use the Client's name, logo, and sanitized architectural summary in marketing materials, case studies, and portfolio listings to identify the Client as a customer.

20. Independent Contractor, Survival & Ongoing Acceptance

• 20.1 Independent Contractor: Coqui Cloud and Ramon Rios Jr. perform all Services strictly as an independent contractor, not as an employee, joint venturer, or partner of the Client.
• 20.2 Survival: Sections regarding Intellectual Property, License Revocation, Contractual Liens, Liability, Indemnification, Non-Solicitation, Liquidated Damages, and Arbitration shall survive the expiration or termination of any agreement.
• 20.3 Agreement by Continued Use: While Coqui Cloud utilizes cryptographic electronic signatures (/proposals) for specific Statements of Work (SOW), the Client agrees that continued use of our 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 our 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 Strict "As-Is" Provision: Free community tools, calculators (/audit-calculator), workstation utilities (such as PasteRich and PowerToys extensions), and third-party solutions referenced on our website are provided strictly "AS IS" without warranty of any kind.
• 21.2 Open-Source Repositories: Use of source code, scripts, or materials from our 30+ public GitHub repositories (/portfolio) is permitted only in accordance with the specific open-source license associated with each repository. Users are solely responsible for testing all open-source code in a non-production staging environment before deployment.

22. Odoo Module Licensing (e.g., CoquiCards, CoquiCal, Aura hOS)

• 22.1 Version-Specific Licensing: Licenses for commercial Odoo modules are sold and granted on a per-major-version, per-database basis (e.g., Odoo 18.0 vs. Odoo 20.0).
• 22.2 No Free Major Upgrades: Purchasing a module license for a specific Odoo version does not grant a right to free code upgrades or ports for subsequent major versions of Odoo.
• 22.3 Labor for Upgrades & Migrations: Engineering labor for module installation, conflict resolution, or migration to a new major version is billed at our standard hourly rate or via a separate Statement of Work.

23. Limitation of Liability & Indemnification

• 23.1 Client Indemnification: The Client agrees to defend, indemnify, and hold harmless Ramon Rios Jr., Coqui Cloud Dev Co., and Coqui Cloud LLC against all claims, damages, regulatory penalties, and legal expenses arising from their use of the Services or breach of these Terms.
• 23.2 Exclusion of Consequential & Suspension Damages: Coqui Cloud is not liable for any indirect, incidental, or consequential damages, and is explicitly not liable for "Loss of Business," "Lost Revenue," or "Lost Profits" resulting from a service suspension or administrative redirect caused by a Client's non-payment or security interference.

24. Governing Law and Mandatory Arbitration

• 24.1 Jurisdiction: These Terms and all related engagements are governed by the laws of the State of Colorado (and, for legacy agreements executed under Coqui Cloud Dev Co. in Utah, the State of Utah), without regard to conflict-of-law principles.
• 24.2 Binding AAA Arbitration: Any dispute or claim arising out of or relating to these Terms that is not resolved through good-faith negotiation shall be resolved by mandatory, binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules (conducted in Colorado or Salt Lake County, Utah, at Coqui Cloud's election). Notwithstanding the foregoing, Coqui Cloud may seek immediate injunctive relief in court to prevent intellectual property infringement, software piracy, or infrastructure sabotage.

25. Liquidated Damages for Security Interference ($2,500.00 / Incident)

26. Advisory Boundaries & Contact Information

Reviewing technical articles on ramonrios.net, running estimates on /audit-calculator, or scheduling a discovery call via /book does not establish a formal consulting or fiduciary relationship until a Statement of Work (SOW) is executed via /proposals.

• Direct Phone: +1 (385) 630-3100 / +1 (385) 250-2200
• Email: [email protected] / [email protected]
• Support & Ticketing: https://ramonrios.net/helpdesk
• Executive Scheduling: https://ramonrios.net/book