From 296e0ed2097240a990f7ac33fd4660c3e4cc4402 Mon Sep 17 00:00:00 2001 From: Josh Padnick Date: Thu, 2 May 2024 12:17:44 -0700 Subject: [PATCH 1/2] Update TermsOfService.md Fix typos. Clean up headings. Add missing plain English descriptions. --- general/TermsOfService.md | 50 ++++++++++++++++----------------------- 1 file changed, 21 insertions(+), 29 deletions(-) diff --git a/general/TermsOfService.md b/general/TermsOfService.md index 2bc20e9..b40a686 100644 --- a/general/TermsOfService.md +++ b/general/TermsOfService.md @@ -18,32 +18,18 @@ Gruntwork may revise these Terms from time to time. If Gruntwork does revise the We've defined some important terms. --> -### 1.1. Affiliate - **“Affiliate”** means any person or entity owned or controlled by a party, owning or controlling a party, or under common ownership and control with a party, with “control” meaning the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract interest or otherwise. For purposes of this Agreement, the term “Affiliate” does not include your investors or entities controlled by your investors that are not involved in your day-to-day business purpose. -### 1.2. Authorized Users - **“Authorized User”** means your employees, contractors, or Machine Users (as defined below) that are authorized under this Agreement to use the Services on your behalf. -### 1.3. Confidential Information - **“Confidential Information”** means any information or data disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. However, “Confidential Information” will not include any information which (a) is in the public domain through no fault of receiving party; (b) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information. -### 1.4. Documentation - **“Documentation”** means the printed and digital instructions, on-line help files, technical documentation and user manuals made available by Gruntwork for the Services. -### 1.5. Machine User - **“Machine User”** means a user account set up by an individual human who accepts this Agreement on behalf of the user account, provides a valid email address, and is responsible for its actions. A Machine User is used exclusively for performing automated tasks. Multiple users may direct the actions of a Machine User, but the owner of the Machine User is ultimately responsible for the machine's actions. -### 1.6. Order Form - **“Order Form”** means an order form, quote or other similar document that sets forth the specific Services and pricing therefor (including in relation to overages), permitted number of users, licenses, and subscription term, and that references this Agreement and is mutually executed by the parties. -### 1.7. Team - **“Team”** means a unique code repository used to manage infrastructure-as-code for a specific group or project within your organization, intended to represent a single team. Despite potential use by multiple groups, each code repository is considered one Team for the purpose of licensing under this Agreement. ## 2. The Services @@ -102,6 +88,10 @@ To the extent that, as part of the Services, Gruntwork processes Personal Data o ### 3.1. Proprietary Rights + + As between the parties, Gruntwork exclusively owns all right, title and interest in and to the Services, System Data and Gruntwork’s Confidential Information. “System Data” means data collected by Gruntwork regarding the Gruntwork Product that may be used to generate logs, statistics or reports regarding the performance, availability, usage, integrity or security of the Services. ### 3.2. License Grant @@ -112,23 +102,23 @@ Your license to our products and services depends on which services you purchase The scope of your license will depend on the products and features you purchase from Gruntwork as set forth in the applicable Order Form. -#### 3.2.1. License to Subscription Products +#### 3.2.1. License to Library Products -The Subscription Products include Gruntwork Pipelines, Gruntwork Patcher, Gruntwork Catalog, Gruntwork Runbooks, support services, and access to KodeKloud and are provided to you as hosted software, self-hosted software, or a pre-built binary. Subject to the terms and conditions of this Agreement, Gruntwork will make the Subscription Products available to you during the term of your applicable Order Form, and hereby grants you a non-exclusive right to access and use the Subscription Products for your business purposes (the “Subscription License”). No other license rights will apply to the Subscription Products. For the avoidance of doubt, the Post-Termination License (set forth in Section 4.4) does not apply to the Subscription License. Unless explicitly stated otherwise in your Order Form, your access and use of the Services are subject to the Subscription License. +The Library Products include Gruntwork Library, which is a collection of infrastructure code created and updated from time to time by Gruntwork, and which is made available via the private git repositories listed at https://www.gruntwork.io/legal/library-repos. Gruntwork hereby grants you a royalty-free, worldwide, non-exclusive, non-transferable (other than as specifically set forth in Section 15 below), non-sublicensable license to use, install, test, execute, perform, and copy the Library Products exclusively for your internal business use, and to create derivative works or otherwise modify the Library Products purely for your internal business purposes (the “Library License”). For the avoidance of doubt, you may not distribute any Library Products to a third-party. Your use of the Library Products is solely for your internal business use only. Additionally, the Library License is granted on a per Authorized User basis, and you must purchase and maintain a valid license for each Authorized User who accesses the Library Products. The Library License is only granted to you if your applicable Order Form explicitly includes reference to a Library Product. -#### 3.2.2 License to Library Products +#### 3.2.2. License to Subscription Products -The Library Products include Gruntwork Library, which is a collection of infrastructure code created and updated from time to time by Gruntwork, and which is made available via the private git repositories listed at https://www.gruntwork.io/legal/library-repos. Gruntwork hereby grants you a royalty-free, worldwide, non-exclusive, non-transferable (other than as specifically set forth in Section 15 below), non-sublicensable license to use, install, test, execute, perform, and copy the Library Products exclusively for your internal business use, and to create derivative works or otherwise modify the Library Products purely for your internal business purposes (the “Library License”). For the avoidance of doubt, you may not distribute any Library Products to a third-party. Your use of the Library Products is solely for your internal business use only. Additionally, the Library License is granted on a per Authorized User basis, and you must purchase and maintain a valid license for each Authorized User who accesses the Library Products. The Library License is only granted to you if your applicable Order Form explicitly includes reference to a Library Product. +The Subscription Products include Gruntwork Pipelines, Gruntwork Patcher, Gruntwork Catalog, Gruntwork Runbooks, support services, and access to KodeKloud and are provided to you as hosted software, self-hosted software, or a pre-built binary. Subject to the terms and conditions of this Agreement, Gruntwork will make the Subscription Products available to you during the term of your applicable Order Form, and hereby grants you a non-exclusive right to access and use the Subscription Products for your business purposes (the “Subscription License”). No other license rights will apply to the Subscription Products. For the avoidance of doubt, the Post-Termination License (set forth in Section 4.4) does not apply to the Subscription License. Unless explicitly stated otherwise in your Order Form, your access and use of the Services are subject to the Subscription License. -### 3.4. Professional Services +### 3.3. Professional Services You acknowledge that from time to time Gruntwork may utilize third-party software, such as publicly-distributed software (e.g., third-party software commonly known as “free software” or “open source software” subject to one or more third-party license agreements), or other third-party documentation and information in connection with providing the Library Products. Gruntwork may incorporate such third-party software into the Library Products or make use of such third-party software in the Library Products. If the third-party software uses a GPL, LGPL, or MPL license, Gruntwork will ensure the use of that third-party software in the Library Products does not trigger GPL, LGPL, or MPL obligations commonly referred to as “viral” obligations. Gruntwork will at all times use such third-party software only in accordance with Gruntwork’s Open Source Usage Policy located at https://gruntwork.io/open-source-policy, which may be updated from time to time but at all times will meet industry standards. -### 3.8. Your Use of Open Source Software +### 3.7. Your Use of Open Source Software -If, at any time, all or any portion of the Agreement or your Services are terminated (other than by Gruntwork for cause), the Library License will remain in effect for all of your forks of the Library Products source code repositories as of the termination date. Gruntwork recommends that, prior to the termination date, you fork any Gruntwork source code repositories and update your infrastructure code to remove all references to any private Gruntwork source code repositories. Notwithstanding the foregoing, the Library License set forth in this Section 4.4 is only valid to Customers who have purchased (and paid for) at least one consecutive year of the applicable Library Products from Gruntwork . +If, at any time, all or any portion of the Agreement or your Services are terminated (other than by Gruntwork for cause), the Library License will remain in effect for all of your forks of the Library Products source code repositories as of the termination date. Gruntwork recommends that, prior to the termination date, you fork any Gruntwork source code repositories and update your infrastructure code to remove all references to any private Gruntwork source code repositories. + +Notwithstanding the foregoing, the Library License set forth in this Section 4.4 is only valid to Customers who have purchased (and paid for) a perpetual usage right to the Library Products from Gruntwork, or to customers who purchased Gruntwork on or before May 2, 2024. ## 5. Compensation and Invoicing From be9fb93a97745085fd9332c7a3928cac251ab65d Mon Sep 17 00:00:00 2001 From: Josh Padnick Date: Thu, 2 May 2024 12:26:46 -0700 Subject: [PATCH 2/2] Update TermsOfService.md Restore definition headings --- general/TermsOfService.md | 14 ++++++++++++++ 1 file changed, 14 insertions(+) diff --git a/general/TermsOfService.md b/general/TermsOfService.md index b40a686..e74f528 100644 --- a/general/TermsOfService.md +++ b/general/TermsOfService.md @@ -18,18 +18,32 @@ Gruntwork may revise these Terms from time to time. If Gruntwork does revise the We've defined some important terms. --> +### 1.1. Affiliate + **“Affiliate”** means any person or entity owned or controlled by a party, owning or controlling a party, or under common ownership and control with a party, with “control” meaning the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract interest or otherwise. For purposes of this Agreement, the term “Affiliate” does not include your investors or entities controlled by your investors that are not involved in your day-to-day business purpose. +### 1.2. Authorized Users + **“Authorized User”** means your employees, contractors, or Machine Users (as defined below) that are authorized under this Agreement to use the Services on your behalf. +### 1.3. Confidential Information + **“Confidential Information”** means any information or data disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. However, “Confidential Information” will not include any information which (a) is in the public domain through no fault of receiving party; (b) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information. +### 1.4. Documentation + **“Documentation”** means the printed and digital instructions, on-line help files, technical documentation and user manuals made available by Gruntwork for the Services. +### 1.5. Machine User + **“Machine User”** means a user account set up by an individual human who accepts this Agreement on behalf of the user account, provides a valid email address, and is responsible for its actions. A Machine User is used exclusively for performing automated tasks. Multiple users may direct the actions of a Machine User, but the owner of the Machine User is ultimately responsible for the machine's actions. +### 1.6. Order Form + **“Order Form”** means an order form, quote or other similar document that sets forth the specific Services and pricing therefor (including in relation to overages), permitted number of users, licenses, and subscription term, and that references this Agreement and is mutually executed by the parties. +### 1.7. Team + **“Team”** means a unique code repository used to manage infrastructure-as-code for a specific group or project within your organization, intended to represent a single team. Despite potential use by multiple groups, each code repository is considered one Team for the purpose of licensing under this Agreement. ## 2. The Services