1. Severalnines NinesControl. You may access and use the Service in accordance with these Terms and Conditions. You will comply with all laws, rules, and regulations applicable to the use of the Service and any additional feature or service you use. You may access and use the Service solely for your internal business purposes. You understand and agree that we may change, suspend or discontinue any part of the Service and the Service as a whole. The Company will notify you of any material change to or discontinuation of the Service by email or via our website.
2. Registration and Your Account. To register to use the Service you must create a username and password and provide us with the information requested in the registration process. Do not disclose your username, password. You are responsible for all activities that occur under your account, regardless of whether undertaken by you, your employees or a third party (including contractors or agents). We or our affiliates are not responsible for unauthorized access to your account. You will contact us immediately if you believe an unauthorized third party may be using your account or if your account information is lost or stolen. You will provide complete and accurate information during the registration process and will update it to ensure it remains accurate.
3. Your Data. You are solely responsible for the development, content, operation, maintenance, and use of your data. You will ensure that your data, and your use of it, complies with these Terms and Conditions, and any applicable law. You are responsible for properly configuring and using the Service, and taking your own steps to maintain appropriate security, protection and backup of your data. The Company will not use or process any of this data for any purpose except the performance of our obligations under this Terms and Conditions.
4. Payment and Taxes.
You may order the Service by following the directions on the Service website. Once you order the
Service, your subscription to the Service will continue until you cancel the subscription. In the
event that you order a limited, free version of the Service and wish to upgrade the Service, you may
do so by following the directions on the Service website.
If you order the Service, you agree to pay the then-current applicable Service fee listed on the Service website. The Company may change the pricing of the Service (from time to time in our sole discretion) by updating the Service website, with at least 30 days’ advance notice. In the event that we change the pricing for the Service, the fees payable by you will increase or decrease in accordance with any such modification upon the date specified on the Service website. The Company will automatically bill the credit card you submitted when ordering the Service on the date the Service is activated, and each month thereafter, until you cancel the Service or the Service is otherwise terminated. All payments are non-refundable. You hereby authorize the Company to bill your credit card as described above. If any fee cannot be charged to your credit card for any reason, Company may provide you, via email, notice of such non-payment and a link for you to update your payment information. If non-payment is not remedied within seven (7) days after receiving such notice, then the Company may terminate the Service. All amounts are exclusive of applicable taxes, levies, customs or fees imposed by any authorities.
5. Suspension for Non-Payment. Without limiting other available remedies included in these Terms and Conditions or otherwise, we may suspend your access to the Service if you are 30 days late in payment.
6. Term & Termination. The term of the Service commences when you create an account and will remain in effect until terminated in accordance with these Terms and Conditions. If you choose monthly billing, you may terminate the Service by closing your account, and we may terminate it for any reason by providing you 30 days’ advance notice. We may terminate your account, or suspend your account, immediately if (i) we change the way we provide or discontinue the Service; (ii) your account was suspended under Section 5 of this Agreement and you have not remediated the reason for the suspension for 30 days; or (iii) we determine that your use of the Service: (1) poses a security risk to the Service or any third party; (2) may adversely impact the Service; (3) may subject the Company or any third party to liability; (4) may be fraudulent; or (5) you are in breach of this Agreement. If we suspend your right to access or use the Service, you remain responsible for all fees and charges you have incurred through the date of suspension and you will not be entitled to any credit or refund. Upon termination of this Agreement (i) all your rights under this Agreement immediately terminate and (ii) you remain responsible for all fees and charges you have incurred through the date of termination, including fees and charges for in-process tasks completed after the date of termination.
7. Intellectual Property Rights and Ownership. (a) Your Data. You represent and warrant to us that: (a) you own all right, title, and interest in and to your data; (b) you have all rights in your data necessary to grant the rights contemplated by this Agreement; and (c) none of your data violates this Agreement, any applicable law or any third party’s intellectual property or other right. You consent to our use of your data to provide the Service to you. We may disclose your data to provide the Service to you or to comply with any request of a governmental or regulatory body (including subpoenas or court orders). (b) Our Service. You may not (a) modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the Service, (b) reverse engineer, disassemble, or decompile the Service or apply any other process or procedure to derive the source code of any software included in the Service, (c) access or use the Service in a way intended to avoid incurring fees or exceeding usage limits or quotas, (d) resell or sublicense the Service,
8. No Warranty. The service is provided on an "AS IS" and "AS AVAILABLE" basis and with no representation or warranty of any kind. Except to the extent prohibited by law, we disclaim any implied or statutory warranty, including any implied warranty of merchantability or fitness for a particular purpose, and any warranty arising out of any course of dealing or usage of trade.
9. Limitation of Liability. We and our affiliates will not be liable to you for any indirect, incidental, special, consequential or exemplary damages (including damages for loss of profits, goodwill, use, or data). We and our affiliates will not be responsible for any compensation, reimbursement, or direct damages arising in connection with: (a) your inability to use the Service, (b) the cost of procurement of substitute goods or services; (c) any investments, expenditures, or commitments by you in connection with this Agreement or your use of or access to the Service; or (d) any unauthorized access to, alteration of, or the deletion, destruction, damage, loss or failure to store any of your content or other data. Our and our affiliates’ aggregate liability for any permitted direct damages under this agreement will be limited to the amount you actually pay us under this agreement for the service that gave rise to the claim during the 12 months preceding the claim.
10. Indemnification. You will defend, indemnify, and hold harmless us and our affiliates, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to any third party claim concerning: (a) your use of the Service (including any activities under your NinesControl account and use by your employees and personnel); (b) breach of this Agreement or violation of applicable law by you; or (c) your data or the combination of your data with other applications, content or processes, including any claim involving alleged infringement or misappropriation of third-party rights by your data or by the use, development, design, production, advertising or marketing of your data. If we or our affiliates are obligated to respond to a third party subpoena or other compulsory legal order or process described above, you will also reimburse us for reasonable legal fees. We will promptly notify you of any claim subject to this Section.
11. Force Majeure. Neither party shall be liable to the other for failure to perform its obligations pursuant to this Agreement if the failure is a result of acts of God, acts of governmental authority, strikes by third parties, delays in transportation, riots, revolution, terrorism, war, nuclear explosion or irradiation, fires, unavailability of communications facilities or energy sources, or any causes beyond the reasonable control of that party.
12. Applicable Law and Jurisdiction.
This Agreement shall be governed by the laws of Sweden, without regard to any conflict of laws
provisions thereof. The United Nations Convention on Contracts for the International Sale of Goods
shall not apply to, or govern, this Agreement.
In the event either party initiates an action in connection with this Agreement, the exclusive jurisdiction of such action shall be in the courts of Stockholm, Sweden. However, the parties will be entitled to sue before other courts for the purpose of implementing an enforceable judgment rendered by the courts of Stockholm; in addition, Severalnines will be authorized to seek before other courts an injunction order or other temporary measure to protect its proprietary rights.