Terms of Use

1. Acceptance

These Terms of Use ("Terms") govern your access to and use of teraplex.us and any subdomain operated by Teraplex Inc., a Delaware corporation in formation ("Teraplex," "we," "us"). By accessing or using the site, you agree to these Terms and to our Privacy Policy and Cookie Policy. If you do not agree, do not use the site.

2. Eligibility

The site is intended for business users in the United States who are at least 18 years old and authorized to act on behalf of a business considering data center, power infrastructure, or related capital equipment procurement. The site is not directed to consumers or to individuals outside the United States, although European Union, United Kingdom, and other foreign visitors may access the site subject to these Terms and our Privacy Policy.

3. Accounts and registration

The site does not currently offer customer accounts or a customer portal. A customer portal is anticipated in a later phase of operations and will be governed by separate terms at the time of launch. Any "account-like" functionality on the site (e.g., newsletter subscription) is governed by these Terms and our Privacy Policy.

4. License to use the site

Subject to these Terms, Teraplex grants you a limited, non-exclusive, non-transferable, revocable license to access and view the site for your own internal business evaluation. All other rights are reserved.

5. User content

"User Content" means any information you submit through the site — including form responses, request for information (RFI) submissions, free-text fields, and uploaded files. You retain ownership of your User Content. You grant Teraplex a worldwide, royalty-free, non-exclusive license to use, reproduce, transmit, and process your User Content for the limited purpose of (a) responding to your inquiry, (b) providing the services you have requested, (c) improving the site and our offerings on a de-identified basis, and (d) complying with law. You represent and warrant that you have the right to submit the User Content and that it does not infringe any third-party right or violate any law.

6. Acceptable use

You agree not to: (a) scrape, crawl, harvest, or systematically extract content from the site except as expressly permitted by our robots.txt; (b) submit forms by automated means or with false, misleading, or unauthorized contact information; (c) reverse engineer, decompile, or attempt to derive source code from any portion of the site; (d) interfere with the site's operation, security controls, or rate limits; (e) use the site to transmit unlawful, infringing, defamatory, or harmful content; (f) impersonate any person or entity; or (g) use the site to develop a competing product or service. We reserve the right to block, suspend, or terminate access for any conduct we reasonably believe violates this section.

7. Intellectual property

All content on the site — including text, graphics, photos, logos, marks, video, audio, software, and the selection and arrangement thereof — is the property of Teraplex or its licensors and is protected by United States and international intellectual-property law. The "Teraplex" name and logo are marks of Teraplex Inc. Nothing on the site grants you any license to use any Teraplex mark.

8. Quotes and pricing

This site does not display pricing. Quotes are available only by submission of a quote-request form, are based on the project parameters you provide, and are non-binding until reduced to a written quotation accepted in writing by an authorized signatory of Teraplex Inc. A submitted quote-request form, an emailed indicative quotation, or any verbal discussion does not constitute an offer to sell, an acceptance, or a binding commitment. Pricing, lead times, configurations, and availability are subject to change without notice until a binding written quotation is signed. The decision to gate pricing visibility behind a form is documented in our internal architectural-decision record on pricing visibility (ADR 0010); this paragraph does not create any contractual right to a specific price or lead time.

9. Forward-looking statements

The site contains forward-looking statements about anticipated capabilities, partnerships, manufacturing footprint, certifications, channel relationships, and program participation. Forward-looking statements include, without limitation, references to anticipated United States last-mile assembly operations, anticipated United States manufacturing operations, anticipated channel-partner tiers, anticipated lead-time-tracker publication cadences, and anticipated federal-program participation. Each is in development and subject to definitive agreement, regulatory clearance, or both. None of these statements is a guarantee or commitment. Actual results may differ materially. Statements speak only as of the date made; we undertake no obligation to update them.

10. Disclaimers

The site and all content on it are provided "AS IS" and "AS AVAILABLE" without warranty of any kind, express or implied, including without limitation any implied warranty of merchantability, fitness for a particular purpose, title, or non-infringement. Teraplex does not warrant that the site will be uninterrupted, error-free, secure, or available at any particular time, and during the pre-launch period site uptime, content, and configuration may change without notice. Teraplex makes no warranty regarding any specific lead time, price, certification status, or availability of any product or service displayed or described on the site; binding terms are exclusively those in a written quotation signed by an authorized signatory of Teraplex Inc.

11. Limitation of liability

To the maximum extent permitted by law, Teraplex's aggregate liability arising out of or relating to the site or these Terms is limited to the greater of (a) one hundred United States dollars (US$100) and (b) the amounts you have paid Teraplex in the twelve (12) months preceding the event giving rise to liability. In no event will Teraplex be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, or business interruption, even if advised of the possibility of such damages. The foregoing limitations do not apply to liability arising from (i) Teraplex's fraud or willful misconduct, (ii) Teraplex's gross negligence to the extent the limitation is unenforceable under applicable law, (iii) Teraplex's intellectual-property indemnification obligations under a separately signed agreement, or (iv) any other liability that cannot be limited under applicable law.

12. Indemnification

You agree to indemnify, defend, and hold harmless Teraplex Inc. and its officers, directors, employees, and agents from any third-party claim arising out of or related to (a) your use of the site in breach of these Terms, (b) your User Content, or (c) your violation of any applicable law or third-party right. Teraplex agrees to indemnify you for third-party claims that the site itself, as provided by Teraplex, infringes a United States patent, copyright, or trademark, subject to your prompt written notice, our sole control of the defense, and your reasonable cooperation. The indemnities in this section are mutual in form but limited to the scope described.

13. Governing law

These Terms are governed by the laws of the State of New York, United States, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

14. Dispute resolution; class-action waiver

Any dispute arising out of or relating to these Terms or the site that the parties cannot resolve informally will be resolved by binding arbitration administered by JAMS in New York, New York, before a single arbitrator selected from the JAMS commercial panel under the JAMS Comprehensive Arbitration Rules. Either party may seek emergency injunctive or equitable relief in a state or federal court located in New York County, New York, prior to or during arbitration without waiving any arbitration right.

You and Teraplex each waive the right to resolve a dispute through a class action, collective action, or representative proceeding. The arbitrator may not consolidate more than one person's claims and may not preside over any form of class proceeding.

This Section does not apply to a privacy-rights request submitted under our Privacy Policy. Privacy-rights disputes are first handled through the appeals procedure described in the Privacy Policy and, where state law allows, through a complaint to the applicable attorney general or supervisory authority.

15. Notices and contact

Legal notices to Teraplex must be sent to legal@teraplex.us with a copy to the operational mailing address published in the Privacy Policy. Notices to you may be sent to the email address you have provided to us.

16. Changes

We may update these Terms from time to time. Material changes will be announced on the site at least 30 days before they take effect. Continued use of the site after the effective date of a change constitutes acceptance of the updated Terms.

17. Severability, waiver, entire agreement

If any provision of these Terms is held unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force. No waiver of any provision is effective unless in writing. These Terms, together with the Privacy Policy and Cookie Policy, constitute the entire agreement between you and Teraplex regarding the site and supersede all prior agreements on that subject. A separately signed quotation, master services agreement, or non-disclosure agreement controls over these Terms to the extent of any conflict.