From 5784bcd8ef48ec6f4c18e2b0362ea4e7cd95d2d4 Mon Sep 17 00:00:00 2001 From: Danielle Date: Thu, 31 Oct 2024 21:56:18 +0000 Subject: [PATCH] added new support,terms,dpa docs and moved old docs to archive --- docs/legal/DPA.md | 208 ++++++++++++++++++++++++++ docs/legal/archive/terms.md | 249 ++++++++++++++++++++++++++++++++ docs/legal/terms.md | 211 ++++++++++++--------------- docs/product/archive/support.md | 126 ++++++++++++++++ docs/product/support/README.md | 118 ++++++++------- nav.self-hosted.yaml | 3 + nav.yaml | 3 + 7 files changed, 748 insertions(+), 170 deletions(-) create mode 100644 docs/legal/DPA.md create mode 100644 docs/product/archive/support.md diff --git a/docs/legal/DPA.md b/docs/legal/DPA.md new file mode 100644 index 000000000..3c838cc81 --- /dev/null +++ b/docs/legal/DPA.md @@ -0,0 +1,208 @@ +# Data Processing Agreement + +Last updated: November 4, 2024 + +This Data Processing Agreement (**“DPA”**) is incorporated by reference into Terms and Conditions, Master Services Agreement, or any other written agreement (the **“Services Agreement”**) between Customer and Spacelift, Inc. (**“Spacelift”**) for the purchase of services from Spacelift (as defined below) to reflect the parties’ agreement concerning the Processing of Personal Data. + +This DPA does not apply if Customer and Spacelift have executed a separate Data Protection Addendum or Data Protection Agreement. + +## 1. DEFINITIONS + +1.1. **“Applicable Data Protection Laws”** means all data protection and privacy laws applicable to the respective party in its role in the Processing of Personal Data under the Services Agreement, as amended, suspended or replaced from time to time, including but not limited to: (a) Regulation (EU) 2016/679 (the **“EU GDPR”**); (b) the EU GDPR as saved into UK law by virtue of Section 3 of the UK’s European Union Act 2018 and the UK Data Protection Act 2018 (**“UK GDPR”**); (c) Swiss Federal Act on Data Protection of 19 June 1992 and its corresponding ordinances (**“FADP”**); (d) Canadian Personal Information Protection and Electronic Documents Act (**“PIPEDA”**) and (e) California Consumer Privacy Act, as amended by the California Privacy Rights Act (**“CCPA”**). + +1.2. **“Authorized Person”** means any person who is required to access or otherwise Process Customer Personal Data on Spacelift’s behalf to enable Spacelift to perform its obligations under the Services Agreement and this DPA, including but not limited to Spacelift’s staff, officers, partners, and Subprocessors. + +1.3. **“Customer”** means a) the party to the Services Agreement subscribing to Services provided by Spacelift and b) said party’s affiliates. In respect of any obligation(s) which are required to be performed by Customer, Customer will ensure that Customer, or as applicable, its affiliates will perform such obligation(s). + +1.4. **”Data Subject”** means the identified or identifiable natural person who is the subject of Customer Personal Data. + +1.5. **“Personal Data”** means “personal data”, “personal information”, “personally identifiable information” or similar information defined in and/or governed by Applicable Data Protection Laws. + +1.6. **“Personal Data Breach”** means any breach of security that leads to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data transmitted, stored, or otherwise Processed by Spacelift and/or its Subprocessors in connection with the provision of the Services. + +1.7. **“Processing”** means any operation or set of operations that is performed on Personal Data or sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation, or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. + +1.8. **“Services”** means the services provided by Spacelift to Customer under the Services Agreement. + +1.9. **“Services Agreement”** means the agreement between Spacelift and Customer for the provision of the Services, consisting of Terms and Conditions, Master Services Agreement, or any other written agreement. + +1.10. **“Subprocessor”** means any authorized third party that Processes Personal Data to assist Spacelift in fulfilling its obligations under the Services Agreement and this DPA. + +1.11. **“Trust Center”** means Spacelift’s website at trust.spacelift.io providing insight into Spacelift’s information security posture, listing Subprocessors and Security Measures (as defined in Clause 4.2.); + +1.12. **Other**. Capitalized terms, or any other terms, used in this DPA that are not defined in this Section 1 (Definitions) will have the meaning given to them elsewhere in this DPA and/or the Services Agreement and/or in Applicable Data Protection Laws unless otherwise specified. + +## 2. PERSONAL DATA PROCESSING + +2.1. **Roles**. The parties acknowledge and agree that with regard to the Processing of Personal Data, Customer acts as a Controller or Processor (as applicable) and Spacelift acts as a Processor or sub-processor (as applicable). Where Customer is itself a Processor of Personal Data, acting on behalf of a Controller, Customer will serve as the sole point of contact for Spacelift and Spacelift will not interact directly with (including to seek any authorizations directly from) any such Controller, other than through the regular provision of the Services to the extent required under the Services Agreement. + +2.2. **Scope**. The subject matter of Processing of Personal Data by Spacelift, the duration of the Processing, the nature and purpose of the Processing, the types of Personal Data, and categories of Data Subjects Processed under this DPA, are further specified in Annex 1 to this DPA - Subject Matter & Details of Processing. Spacelift may make reasonable amendments to Annex 1 from time to time as Spacelift reasonably considers necessary to meet the requirements of Applicable Data Protection Laws. + +2.3. **Instructions**. Spacelift will Process Customer Personal Data solely under and following Customer’s documented instructions and to provide the Services and as otherwise necessary to (a) perform its obligations or exercise its rights under the Services Agreement and (b) to perform its legal obligations and to establish, exercise or defend legal claims in respect of the Services Agreement (**“Permitted Purpose”**). For the Permitted Purpose, Customer’s instructions include (i) instructions as set out in the Services Agreement and/or this DPA; and (ii) any additional reasonable instructions provided by Customer where such instructions are consistent with the terms of the Services Agreement and/or Applicable Data Protection Laws. Spacelift will promptly inform Customer if, in Spacelift’s opinion, any instruction infringes Applicable Data Protection Laws. + +2.4. **Compliance with Law**. The parties will comply with their obligations under Applicable Data Protection Laws concerning the Processing of Customer Personal Data. Each party will promptly notify the other party if it is unable to comply with its obligations under Applicable Data Protection Laws and/or the terms of the Services Agreement (including this DPA) as they relate to or govern the Processing of Customer Personal Data for any reason. In the event of any such non-compliance, and without prejudice to any other right or remedy available to the other party under the Services Agreement, such notifying party will take all reasonable and appropriate steps to remediate any non-compliance. + +2.5. **Cooperation and Assistance**. Upon each party’s request, the other party will provide the requesting party with reasonable cooperation and assistance needed to fulfill its obligations under Applicable Data Protection Laws. + +## 3. SUBPROCESSORS + +3.1. **Authorization**. Customer specifically authorizes Spacelift to use its Subprocessors as listed in Spacelift’s Trust Center, and generally authorizes Spacelift to engage any new Subprocessors to Process Customer Personal Data. + +3.2. **Obligations**. While using Subprocessors, Spacelift: + +- 3.2.1. will enter into a written agreement with each Subprocessor, imposing data protection obligations substantially similar to those set out in this DPA; and + +- 3.2.2. remains liable for compliance with the obligations of this DPA and for any acts or omissions of the Subprocessor that cause Spacelift to breach any of its obligations under this DPA. + +3.3. **New Subprocessors**. When any new Subprocessor is engaged, Spacelift will notify Customer of the engagement, which notice may be given via email and/or by updating the Subprocessor list available at Trust Center (Customer can subscribe to receive notifications about changes in the Trust Center). Spacelift will give such notice at least fifteen (15) days before the new Subprocessor Processes any Customer Personal Data, except that if Spacelift reasonably believes engaging a new Subprocessor on an expedited basis is necessary to protect the confidentiality, integrity or availability of Customer Personal Data or avoid material disruption to the Services, Spacelift will give such notice as soon as reasonably practicable. + +3.4. **Objections**. Customer may object to an engagement of a new Subprocessor by informing Spacelift in writing within ten (10) days of receipt of the aforementioned notice by Customer, provided such objection is in writing and based on reasonable grounds relating to data protection. Should Customer express in writing its objection to Spacelift's appointment of a new Subprocessor on valid data protection grounds, the parties will engage in a good-faith discussion to address and resolve these concerns. Customer acknowledges that certain Subprocessors are essential to providing the Services and that objecting to the use of a Subprocessor may prevent Spacelift from offering the Services to Customer. If the parties are unable to reach a mutually agreeable resolution within a reasonable period of time, which will not exceed thirty (30) days, Customer may discontinue the use of the affected Services by providing written notice to Spacelift and Spacelift will refund a prorated amount of any prepaid fees. Except for the prorated refund, such discontinuation will not relieve Customer of any fees owed to Spacelift under the Services Agreement. + +## 4. SECURITY + +4.1. **Personnel**. Spacelift will take reasonable steps to ensure the reliability of any Authorized Persons who may have access to Customer Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know and/or access the relevant Customer Personal Data, as necessary for Permitted Purpose. Spacelift will ensure that Authorized Persons are informed of the confidential nature of Customer Personal Data and that they receive appropriate training regarding their responsibilities. Spacelift will impose appropriate contractual obligations on Authorized Persons, including relevant obligations regarding confidentiality, data protection, and data security. + +4.2. **Security Measures**. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing, as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Spacelift will maintain and implement appropriate technical and organizational measures for protection of the security, confidentiality and integrity of Customer Personal Data, as presented in Spacelift’s Trust Center (the **“Security Measures”**). Customer acknowledges that the Security Measures may be updated from time to time to reflect process improvements or changing practices, but the modifications will not materially decrease Spacelift’s obligations as compared to those reflected in such terms as of the Effective Date of the Services Agreement and will be proportionate to the identified risks. + +4.3. **Customer Responsibility**. Customer must thoroughly review the information provided by Spacelift regarding data security. It is Customer's responsibility to independently assess whether the Services comply with its requirements and legal obligations under Applicable Data Protection Laws. Customer acknowledges that, notwithstanding Spacelift's obligations outlined in this DPA, Customer is solely accountable for utilizing the Services. This includes (a) ensuring the Services are appropriately used to maintain a level of security appropriate to the risk associated with Customer Personal Data; (b) safeguarding the authentication credentials, systems, and devices used to access the Services; (c) securing Customer's systems and devices used in conjunction with the Services and (d) configuring, setting up, and operating the Services to align with Customer’s security and operational needs. + +4.4. **Personal Data Breach**. Upon becoming aware of a confirmed Personal Data Breach, Spacelift will notify Customer without undue delay about details of such Personal Data Breach, unless prohibited by Applicable Data Protection Laws, provided that (i) in case of SaaS Services - Customer indicated Customer’s contact data in Spacelift’s SaaS solution under the following address: https://*.app.spacelift.io/settings/security (*being the domain name chosen by Customer to access Services) or (ii) in case of any other Services - Customer provided Spacelift with contact details regarding Personal Data Breaches. A delay in giving such notice requested by law enforcement and/or in light of Spacelift’s legitimate needs to investigate or remediate the matter before providing notice will not constitute an undue delay. Such notices will describe, to the extent possible, details of the Personal Data Breach. Without prejudice to Spacelift’s obligations under this Clause 4.4., Customer is solely responsible for complying with Personal Data Breach notification laws applicable to Customer and fulfilling any third party notification obligations related to any Personal Data Breaches. Spacelift’s notification of or response to a Personal Data Breach under this Clause 4.4 will not be construed as an acknowledgement of any fault or liability with respect to the Personal Data Breach. + +## 5. AUDIT RIGHTS + +The parties recognize that Customer must be able to evaluate Spacelift's adherence to its obligations under Applicable Data Protection Laws and this DPA, specifically given Spacelift is acting as a Processor or subprocessor. At Customer's request, Spacelift will present information concerning its compliance with the obligations outlined in this DPA to Customer and/or an independent third-party auditor appointed by Customer, including completion of audit questionnaires, provision of security policies and summaries of assessments of compliance with any industry standards (such as SOC II report), and /or penetration testing. Spacelift assures Customer that (a) any information provided in response to such requests is accurate to the best of Spacelift's knowledge and (b) the individual supplying this information is authorized to do so and possesses knowledge about Spacelift's information Security Measures. + +## 6. DATA SUBJECT RIGHTS + +Upon Customer’s request, Spacelift will provide Customer with such assistance as it may reasonably require to comply with its obligations under Applicable Data Protection Laws to respond to requests from Data Subjects to exercise their rights under Applicable Data Protection Laws in cases where Customer cannot reasonably fulfill such requests independently. If Spacelift receives a request from a Data Subject in relation to their Personal Data, Spacelift will advise the Data Subject to submit their request to Customer, and Customer will be responsible for handling any such request. + +## 7. DATA PRIVACY IMPACT ASSESSMENT + +Upon Customer’s request, Spacelift will provide Customer with reasonable cooperation needed to fulfill Customer’s obligation under the Applicable Data Protection Laws to carry out a data protection impact assessment or handle prior consultation with the applicable data protection authority related to Customer’s use of the Services, to the extent Customer does not otherwise have access to the relevant information, and to the extent such information is available to Spacelift. + +## 8. DELETION OF DATA + +Spacelift will delete all copies of Customer Personal Data in its possession or control upon the termination or expiry of the Services Agreement, according to its data retention scheme. Notwithstanding the foregoing, Customer acknowledges that Spacelift may retain Customer Personal Data if required by Applicable Data Protection Laws, and such data will remain subject to the requirements of this DPA. + +## 9. LIABILITY. + +Unless specifically agreed otherwise in the Services Agreement, each party’s liability arising out of or related to this DPA and its Annexes, whether in contract, tort or under any other theory of liability, is subject to any “Limitation of Liability” section of the Services Agreement, and any reference in such section to the liability of a party means the aggregate liability of that party under the Services Agreement and the DPA together, subject to any exclusions in accordance with Applicable Data Protection Laws and provisions of the Services Agreement. + +## 10. INTERNATIONAL PROVISIONS + +10.1. **Processing Activities**. Customer acknowledges that Spacelift Processes Customer Personal Data primarily in Europe and the United States. Customer authorizes Spacelift and its Sub-processors to make international data transfers of Customer Personal Data in accordance with this DPA so long as Applicable Privacy Laws for such transfers are respected. + +10.2. **Jurisdiction-Specific Annexes**. To the extent that Spacelift Processes Customer Personal Data originating from and protected by Applicable Data Protection Laws in one of the jurisdictions listed in Annex 2 (**Jurisdiction Specific Terms**), then the terms specified therein with respect to the applicable jurisdiction(s) will apply in addition to the terms of this DPA. In the event of a conflict between the Services Agreement or this DPA and an Annex, the Annex applicable to Customer Personal Data from the relevant jurisdiction will control with respect to Customer Personal Data from that relevant jurisdiction, and solely with regard to the portion of the provision in conflict. + +## 11. MISCELLANEOUS + +11.1. **Services Agreement**. This DPA forms part of the Services Agreement and except as expressly set forth in this DPA, the Services Agreement remains unchanged and in full force and effect. If there is any conflict between this DPA and the Services Agreement, this DPA will govern. + +11.2. **Applicable Data Protection Laws Changes**. In the event of changes to Applicable Data Protection Laws, including, but not limited to, the amendment, revision or introduction of new laws, regulations, or other legally binding requirements to which either party is subject, the parties agree to revisit the terms of this DPA, and negotiate any appropriate or necessary updates in good faith, including the addition, amendment, or replacement of any Annexes. + +11.3. **Termination**. This DPA will automatically terminate upon expiration or termination of the Services Agreement. However, for the avoidance of doubt, the provisions of the DPA will in all cases continue to apply for as long as the Spacelift Processes Customer Personal Data on behalf of Customer. + +11.4. **Governing Law and Jurisdiction**. Except for the provisions of the Standard Contractual Clauses included in the Annex 2 - Jurisdiction Specific Terms, if applicable: + +- 11.4.1. the parties to this DPA hereby agree to abide by the jurisdiction specified in the Services Agreement for the resolution of any disputes or claims arising under this DPA. This includes disputes related to its existence, validity, termination, or the consequences of its nullity. + +- 11.4.2. the laws governing this DPA and all non-contractual or other obligations arising from or in connection with it are determined by the country or territory designated for this purpose in the Services Agreement. + +11.5. **Severability**. If any provision of this DPA is deemed unlawful or unenforceable, such provision will be stricken from this DPA to the extent of such illegality or unenforceability, and the remainder will remain in full force and effect. + +11.6. **Annexes**. For the avoidance of doubt, each reference to the DPA means this DPA including its Annexes (including the Standard Contractual Clauses, if the Standard Contractual Clauses have been entered into in accordance with the Services Agreement or this DPA), consisting in: + +- 11.6.1. Annex 1: SUBJECT MATTER AND DETAILS OF PROCESSING + +- 11.6.2. Annex 2: JURISDICTION SPECIFIC TERMS + +## ANNEX 1: SUBJECT MATTER AND DETAILS OF PROCESSING + +### 1. LIST OF PARTIES + +| | **Customer** | **Spacelift** | +|-------------------|-----------------------------------------------------------------|---------------------------------------------------| +| **Name:** | Customer as identified in the Services Agreement | Spacelift, Inc. | +| **Address:** | As listed by Customer in the website purchase portal or as identified on the Services Agreement | 541 Jefferson Ave. Suite 100, Redwood City CA 94063, USA | +| **Contact Person:** | As listed by Customer in the website purchase portal or as identified on the Services Agreement | [privacy@spacelift.io](mailto:privacy@spacelift.io) | +| **Role:** | Included in Clause 2.1 of the DPA | Included in Clause 2.1 of the DPA | +| **Signatures:** | By entering into the Services Agreement, Data Exporter is deemed to have signed the DPA, including its Annexes | By entering into the Services Agreement, Data Importer is deemed to have signed the DPA, including its Annexes | + +### 2. DESCRIPTION OF PROCESSING AND TRANSFER, IF APPLICABLE + +| Description | Details | +|-----------------------------------------------------------------------------|---------| +| **Categories of data subjects whose personal data is processed / transferred:** | Users of the software provided by Spacelift, in particular staff including volunteers, agents, temporary and casual workers | +| **Categories of personal data processed / transferred:** | Name, logins, and e-mail addresses, data concerning Services usage | +| **Are sensitive data processed / transferred?** | No | +| **The frequency of processing / transfer:** | Continuous, as required for the provision of Services under the Services Agreement. | +| **Nature and purpose of processing / transfer:** | Spacelift will process Personal Data as necessary to provide the Services under the Services Agreement. | +| **The period for which the personal data will be retained:** | Specified in the Services Agreement (duration of the Services Agreement). | +| **For transfers to (sub-) processors - the subject matter, nature, and duration of the processing:** | Where Spacelift engages Subprocessors it will do so in compliance with the terms of the DPA. The subject matter, nature, and duration of the Processing activities carried out by the Subprocessor will not exceed the subject matter, nature and duration of the Processing activities as described in the DPA. | + +## ANNEX 2: JURISDICTION SPECIFIC TERMS + +### 1. EUROPEAN ECONOMIC AREA (EEA) AND UNITED KINGDOM (UK) + +#### 1.1. Definitions. + +1.1.1. The definition of **“Applicable Data Protection Laws”** includes the General Data Protection Regulation (EU 2016/679) (**“GPDR”**) and the EU GDPR as saved into UK law by virtue of Section 3 of the UK’s European Union Act 2018 and the UK Data Protection Act 2018 (**“UK GDPR”**). + +- 1.1.2. **"Restricted Transfer"** means (i) where the EU GDPR applies, a transfer of personal data from the European Economic Area to a country outside of the European Economic Area which is not subject to an adequacy determination by the European Commission; and (ii) where the UK GDPR applies, a transfer of personal data from the United Kingdom to any other country which is not based on adequacy regulations pursuant to Section 17A of the United Kingdom Data Protection Act 2018. + +- 1.1.3. **“Standard Contractual Clauses”** means (i) where the EU GDPR applies, the contractual clauses annexed to the European Commission's Implementing Decision 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (**"EU SCCs"**); and (ii) where the UK GDPR applies, the United Kingdom International Data Transfer Addendum to the European Commission’s Standard Contractual Clauses for international data transfers version B1.0 issued by the UK Information Commissioner under Section 119A of the UK Data Protection Act of 2018 and entering into force on 21 March 2022, as updated, amended, or replaced from time to time (**"UK IDTA"**). + +1.2. **SCCs**. The parties agree that when the transfer of Personal Data from Customer to Spacelift is a Restricted Transfer, it will be subject to the appropriate Standard Contractual Clauses, being EU SCCs or UK IDTA, which are incorporated herein by reference. + +1.3. **EU SCCs**. In relation to Personal Data that is protected by the EU GDPR, the EU SCCs will apply as follows: + +- 1.3.1. Module Two will apply to the extent that Customer is a controller of the Personal Data, and Module Three will apply to the extent that Customer is a processor of the Personal Data on behalf of a third-party controller; + +- 1.3.2. For both Modules Two and Three, Customer is the Data Exporter and Spacelift is the Data Importer. + +- 1.3.3. In Clause 7, the optional docking clause will apply; + +- 1.3.4. In Clause 9, Option 2 (General Authorization) will apply, and the period for prior notice of Sub-processor changes will be as set out in Clause 3.3. of this DPA; + +- 1.3.5. In Clause 11, the optional language will not apply; + +- 1.3.6. In Clause 17, Option 1 will apply, and the EU SCCs will be governed by Polish law; + +- 1.3.7. In Clause 18(b), disputes will be resolved before the courts of Poland; + +- 1.3.8. Annex I of the EU SCCs will be deemed complete with (as to Part A and Part B) information set out in Annex 1 to this DPA and (as to Part C) with the Polish supervisory authority; + +- 1.3.9. Annex II of the EU SCCs will be deemed completed with the information set out in the Trust Center; + +- 1.3.10. Annex III of the EU SCCs will be deemed completed with the information set out the Trust Center; + +1.4. **UK IDTA**. In relation to Controller Personal Data that is protected by the UK GDPR, the UK IDTA will apply completed as follows: + +- 1.4.1. The EU SCCs, completed as set out above in Clause 1.3 of this Annex will also apply to transfers of such Personal Data, subject to Sub-clause 1.4.2 below; + +- 1.4.2. Tables 1 to 3 of the UK Addendum will be deemed completed with relevant information from the EU SCCs, completed as set out above, and the options "either party" will be deemed checked in Table 4. The start date of the UK IDTA (as set out in Table 4) will be the Services Agreement Effective Date. + +- 1.4.3. The parties confirmed that they adopt the following wording of the Part II of the UK IDTA: Mandatory Clauses of the Approved Addendum, being the template Addendum B.1.0 issued by the ICO and laid before Parliament in accordance with section 119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under Section 18 of those Mandatory Clauses. + +1.5. **GDPR Penalties**. Notwithstanding anything to the contrary in this DPA or in the Services Agreement (including, without limitation, either party’s indemnification obligations), neither party will be responsible for any GDPR or UK GDPR fines issued or levied against the other party by a regulatory authority or governmental body in connection with such other party’s violation of the GDPR or UK GDPR. + +## 2. SWITZERLAND + +2.1. The definition of **“Applicable Data Protection Laws”** includes the Federal Act on Data Protection of 19 June 1992 (the **“FADP”**). + +2.2. With respect to Personal Data transferred from Switzerland for which Swiss law (and not the law in any European Economic Area jurisdiction) governs the international nature of the transfer, (i) references to the GDPR in Clause 4 of the EU SCCs are, to the extent legally required, amended to refer to the FADP or its successor instead, and the concept of supervisory authority will include the Swiss Federal Data Protection and Information Commissioner; and (ii) as so amended and updated by Clause 1.3 above, the EU SCCs are incorporated herein by reference and will apply, form a part of this DPA, and take precedence over the rest of this DPA to the extent of conflict. + +## 3. CALIFORNIA + +3.1. The definition of **“Applicable Data Protection Laws”** includes the California Consumer Privacy Act, as amended by the California Privacy Rights Act (“CCPA”). + +3.2. The terms **“business”**, **“commercial purpose**, **“service provider”**, **“sell”** and **“personal information**” have the meanings given in the CCPA. + +3.3. With respect to Customer Personal Data, Spacelift is a service provider under the CCPA. + +3.4. Spacelift will not (a) sell Customer Personal Data; (b) retain, use, or disclose any Customer Personal Data for any purpose other than for the specific purpose of providing the Services, including retaining, using, or disclosing Customer Personal Data for a commercial purpose other than providing the Services; or (c) retain, use or disclose Customer Personal Data outside of the direct business relationship between Spacelift and Customer. + +3.5. The parties acknowledge and agree that the Processing of Customer Personal Data authorized by Customer’s instructions described in the DPA is integral to and encompassed by Spacelift’s provision of the Services and the direct business relationship between the parties. +3.6. Notwithstanding anything in the Services Agreement or any written agreement entered in connection therewith, the parties acknowledge and agree that Spacelift’s access to Customer Personal Data does not constitute part of the consideration exchanged by the parties in respect of the Services Agreement. + +3.7. Spacelift agrees that it will provide Customer with reasonable assistance and cooperate with Customer’s obligations under CCPA to ensure that Spacelift is: (a) Processing Personal Data in a manner consistent with Spacelift’s obligations and (b) stop and remediate any unauthorized use of Personal Data. diff --git a/docs/legal/archive/terms.md b/docs/legal/archive/terms.md index 7ca84ebed..728cbbee2 100644 --- a/docs/legal/archive/terms.md +++ b/docs/legal/archive/terms.md @@ -1,5 +1,254 @@ # Terms and conditions +Effective from March 7, 2023 till November 3, 2024 + +This Terms and Conditions is between the entity you represent, or, if you do not indicate an entity in connection with the Services, you individually (“**Client**”, “**you**” or “**your**”), and Spacelift, Inc. with its principal office at 541 Jefferson Ave. Suite 100, Redwood City CA 94063, United States of America (“**Spacelift**”, “**the Company**” “**we**”, “**us**”, or “**our**”). It consists of the terms and conditions below, the Privacy Policy, the Refund Policy and the Cookie Policy (together, the “**Agreement**”). + +**The Agreement does not govern the use of:** + +- the Services under Enterprise Plan provided that a separate and mutually agreed contract has been executed, +- the Services purchased via AWS Marketplace, which are subject to Standard Contract for AWS Marketplace and any amendments, +- any self-hosted services provided by Spacelift, Inc. which are subject to a separate agreement. + +## 1. DEFINITIONS + +1.1. “**Authorized User**” means Client’s employees, consultants, contractors, agents, and Workers (a) who Client authorizes to access and use the Services under the rights granted to Client under this Agreement; and (b) for whom access to the Services has been purchased hereunder. + +1.2. “**Client Data**” means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received from the Client or an Authorized User by or through the Services. For the avoidance of doubt, Client Data does not include Resultant Data or any other information reflecting the access or use of the Services by or on behalf of Client or any Authorized User. + +1.3. “**Confidential Information**” means all nonpublic information, including, but not limited to, source code, software, trade secrets, know-how, technical drawings, algorithms, ideas, inventions, other technical, business or sales information, negotiations or proposals, disclosed by us in whatever form and which is known by the Client or its Authorized User to be confidential or under circumstances by which the receiving party should reasonably understand such information is to be treated as confidential, whether or not marked as “Confidential”. + +1.4. “**Documentation**” means any manuals, instructions, including technical specifications, or other documents or materials describing the features and functionality of the Services, which are located on Website or provided to Clients, and may be updated from time to time. + +1.5. “**Intellectual Property Rights**” or “**IPR**” means any registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws in any part of the world. + +1.6. “**Metrics**” - means the measurements used for quantifying the Services usage with the following meaning: + +    ​1.6.1. “**Private Minute(s)**” means minute(s) of Private Workers’ Services usage in a given month; + +    1.6.2. “**Public Minutes**” means minutes of Public Worker’s Services usage in a given month; + +    16.3. “**Seat(s)**” means an Authorized User(s) who actively logged in to the Services in a given month; + +    1.6.4. “**Worker(s)**” means a predefined set(s) of computing resources that are specifically optimized for the development and provisioning and deployment of cloud-based infrastructures based on IaC; a Worker can be either a self-hosted agent performing infrastructure management in a Client-controlled environment (“**Private Worker**”) or any other software agent, provided and managed by Spacelift in a common secure worker pool (“**Public Worker**”). + +1.7. “**Services**” means the Spacelift’s specialized, continuous integration and deployment (CI/CD) platform for infra-as-code available at [https://spacelift.io](https://spacelift.io) as SaaS; + +1.8. “**Subscription**” means enrollment for Services for a Subscription Plan on Subscription Terms as defined in the Agreement; + +1.9. “**Subscription Plan(s)**” means available Subscription offer(s) for use of the Services as described on the Website, including Trial, Free, Cloud, and Enterprise; + +1.10. “**Subscription Term(s)**” means the conditions under which a Subscription is made under the Agreement, including the Subscription Period, Metrics, and Subscription Fees, as described in Section 5; + +1.11. “**Website**” means [https://spacelift.io](https://spacelift.io) website managed by Spacelift. + +## 2. GENERAL + +2.1. **Execution of the Agreement**. Accepting this Agreement is a condition of using the Services provided by Spacelift. ​​BY COMPLETING THE REGISTRATION PROCESS, ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE AND AGREE THAT (I) YOU HAVE READ, UNDERSTOOD, AND ACCEPTED THIS AGREEMENT, AND (II) YOU HEREBY REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ENTER OR ACT ON BEHALF OF THE CLIENT, AND BIND TO THIS AGREEMENT. If you do not have the legal authority to enter this Agreement, do not understand this Agreement, or do not agree to the Agreement, you should not accept the Terms and Conditions, or use the Services. + +2.2. **Conflict of Provisions**. In the event of any inconsistencies or conflict between the documents that make up this Agreement, the documents will prevail in the following order: (a) any written amendment agreed upon by the parties (such as order forms); (b) Privacy Policy; (c) these Terms and Conditions and (d) the Refund Policy. + +2.3. **Compliance**. You are responsible for (a) compliance with the provisions of the Agreement by you and your Authorized Users and for any and all acts and omissions of Authorized Users connected with their use and access to the Services and for any breach of this Agreement by Authorized Users; and (b) any delay or failure of performance caused in whole or in part by your delay in performing, or failure to perform, any of your obligations under this Agreement. Without limiting the foregoing, you are solely responsible for ensuring that your use of the Services is compliant with all applicable laws and regulations, as well as any and all privacy policies, agreements, or other obligations you may maintain or enter into. + +2.4. **Amendments**. Any individual amendment to this Agreement must be made in writing (expressly stating that it is amending this Agreement) and signed by both parties. + +## 3. LICENSE, INTELLECTUAL PROPERTY RIGHTS, AND OWNERSHIP + +3.1. **Ownership**. The Services, Documentation, and Website, all copies and portions thereof, and all IPR therein, including, but not limited to source code, databases, functionality, software, website designs, audio, video, text, photographs, graphics, or derivative works therefrom, are owned by us or licensed to us. You are not authorized to use (and will not permit any third party to use) the Services, Website, Documentation, or any portion thereof except as expressly authorized by this Agreement. Specifically, no part of the Services, Documentation, or Website may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, modified, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission. + +3.2. **Confidential Information**. All our Confidential Information and derivations thereof will remain our sole and exclusive property. You should not disclose, use or publish Confidential Information without our prior written consent. You must hold all our Confidential Information in strict confidence and safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care you use to protect your similarly sensitive information and in no event less than a reasonable degree of care. + +3.3. **License**. Spacelift makes the Services available to you during the Subscription Period, subject to the terms and conditions of this Agreement and Subscription Terms. Spacelift grants a limited, non-exclusive, non-sublicensable, non-transferable right to access and use the Services and its Documentation during the Subscription Period, solely for your internal business purposes or your personal use. + +3.4. **Restrictions**. You will not, and will not permit any other person to, access or use the Services except as expressly permitted by this Agreement. For purposes of clarity and without limiting the generality of the foregoing, you will not, except as this Agreement expressly permits: (a) copy, modify, or create derivative works or improvements of the Services or Documentation; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Services or Documentation to any person; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services, in whole or in part; (d) bypass or breach any security device or protection used by the Services or access or use the Services other than by an Authorized User through the use of his or her own then valid access credentials; (e) input, upload, transmit, or otherwise provide to or through the Services or Documentation, any information or materials that are unlawful or injurious, or contain, transmit, or activate any harmful code; (f) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services or Documentation, or our provision of services to any third party, in whole or in part; (g) remove, delete, alter, or obscure any trademarks, Documentation, warranties, or disclaimers, or IPR notices from any Services; (h) access or use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any IPR or other right of any third party or that violates any applicable law; or (i) access or use the Services or Documentation for purposes of competitive analysis of the Services, the development, provision, or use of a competing software service or product. + +3.5. **Client Data**. You are and will remain the sole and exclusive owner of all rights, title, and interest in and to all Client Data, including all IPR, subject to the rights and permissions granted in the Agreement. You have exclusive control and responsibility for determining what data you submit to the Services, for obtaining all necessary consents and permissions for the submission of Client Data, and for the accuracy, quality, and legality of Client Data. + +3.6. **Consent to Use Client Data**. You irrevocably grant all such rights and permissions in or relating to Client Data as are reasonably necessary or useful to us to enforce this Agreement and exercise our rights and perform our obligations hereunder. + +3.7. **Use of Resultant Data**. We may collect data and information related to your use of the Services that is used by us in an aggregate manner, including to compile statistical and performance information related to the provision and operation of the Services (“**Resultant Data**”). You unconditionally and irrevocably grant to us an assignment of all rights, title, and interest in and to the Resultant Data, including all IPR relating thereto, if any. + +## 4. PROVISION OF SERVICES + +4.1. **Metrics**. Use of the Services is subject to usage limits reflected in Metrics, as set forth in the Subscription Plan. We will monitor your use of the Services in order to verify whether you comply with the presented limits. + +4.2. **Services Modifications**. We reserve the right to make any changes to the Services or Documentation that we deem necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of Services to you and other clients; (ii) the competitive strength of or market for Services; or (iii) the Services' cost efficiency or performance; or (b) to comply with applicable law. + +4.3. **Privacy**. When applicable, we will comply with all applicable laws, regulations, and government orders relating to personally identifiable information and data privacy with respect to any such Client Data that we receive or have access to under the Agreement or in connection with the performance of the Services. In particular, regulations for the protection of personally identifiable information are indicated in the Privacy Policy incorporated herein by reference. + +4.4. **Access and Security**. You will employ all physical, administrative, and technical controls, screening, security procedures, and other safeguards necessary to: (a) securely administer the distribution and use of all access credentials and protect against any unauthorized access to or use of the Services; and (b) control the content and use of Client Data, including the uploading or other provision of Client Data for processing by the Services. + +4.5. **Security**. We maintain industry-standard security and privacy certification, such as a SOC II certification. We will use appropriate technical and organizational measures designed to prevent unauthorized access, use, alteration, or disclosure of the Services or Client Data. + + +4.6. **Incidents**. We will notify you in case of any security incident as soon as possible, provided that you have indicated your contact data in the Services under the address: https://\*.app.spacelift.io/settings/security (\* being the domain name chosen by you to access Services). + +4.7. **Downtimes**. We will use commercially reasonable efforts to give you at least 24 hours prior notice of all scheduled outages of the Services. You can check the current Services’ availability status at [https://spacelift.statuspage.io/](https://spacelift.statuspage.io/){: rel="nofollow"} + +4.8. **Services and Website Management**. We reserve the right at our sole discretion, to (a) monitor the Services for breaches of the Agreement; (b) take appropriate legal action against anyone in breach of applicable laws or the Agreement; (c) refuse, restrict access to, or availability of, or disable (to the extent technologically feasible) any of Client Data; (d) remove from the Services or Website or otherwise disable all files and content that are excessive in size or are in any way a burden to our systems; and (e) otherwise manage the Website and Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Website and Services. + +4.9. **Third-Party Materials**. The Website and/or Services may contain links to websites or applications operated by third parties. We do not have any influence or control over any such third-party websites or applications or the third-party operator. We are not responsible for and do not endorse any third-party websites or applications or their availability or content. + +4.10. **Access by Third-Party Accounts**. You may register and login to the Services using your third-party service providers account details, like a Google or GitHub account (“**Third-Party Account**”). When you do so, we will receive certain profile information varying on the identity provider and the information you decided to include in your Third-Party Account. You will have the ability to disable the connection between your Services account and your Third Party Accounts at any time. Please note that your relationship with the third-party service providers associated with your Third-Party Accounts is governed solely by your agreement(s) with such third-party service providers. If a Third Party Account or associated service becomes unavailable or the access to such Third Party Account is terminated by the third-party service provider, then your access using such Third Party Account may no longer be available. + +4.11. **Support Services**. During the Subscription Period, we will provide support services depending on the Subscription Plan, as described in [https://docs.spacelift.io/product/support/](https://docs.spacelift.io/product/support/) + +4.12. **Client Systems and Cooperation**. You will at all times during the period of Subscription: (a) set up, maintain, and operate in good repair and in accordance with the Documentation all your systems (meaning information technology infrastructure, including computers, software, databases, electronic systems, database management systems, and networks) on or through which the Services are accessed or used; (b) provide us with such access to your data or systems as is necessary for us to perform the Services in accordance with the Agreement and Documentation; (c) use reasonable measures to prevent and promptly notify us of any unauthorized access to Authorized User accounts of which you become aware of, and (d) provide all cooperation and assistance as we may reasonably request to enable us to exercise our rights and perform our obligations under and in connection with this Agreement. + +4.13. **Quality of Services**. You are aware that the quality of the Services and your use of the Services might be affected by a number of factors outside our control, including but not limited to force majeure, technical conditions, hardware or software (including third-party software and network) issues. Any delay or default affecting the availability, functionality, correctness, or timely performance of the Services caused by such circumstances will not constitute a breach of the Agreement. + +4.14. **No Data Backup**. We do not store or backup any Client Data. The Services do not replace the need for you to maintain regular data backups or redundant data archives. We have no obligation or liability for any loss, alteration, destruction, damage, corruption, or recovery of Client Data. + +4.15. **Disclaimer**. The content on the Website is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from taking, any action on the basis of the content on the Website. + +## 5. SUBSCRIPTION PLANS AND TERMS + +5.1. **Effective Date and Term**. This Agreement commences on the effective date being the day of your registration, access to, or use of the Services, whichever happens first (“**Effective Date**”). Unless earlier terminated pursuant to the terms of this Section, the Agreement will continue through the Subscription Period of a chosen Subscription Plan. + +5.2. **Subscription Plans**. The Services are available under the following Subscription Plans with the relevant Subscription Terms: + +| Plan | Subscription Period | Termination | Subscription Fee | +| -------------- | ------------------------------------------------------------ | ------------------------------------------------------------ | ------------------------------------------------------------ | +| **Trial** | 14 days | Any time | None | +| **Free** | Non-definite term | Any time | None | +| **Cloud** | Default: 1 month, monthly renewal.
Individual arrangements may include an annual or a multi-year Subscription Period. | Any time during the Subscription Period, having its effect on the last day of the given Subscription Period. | Current fees are set forth in [https://spacelift.io/pricing](https://spacelift.io/pricing) | +| **Enterprise** | As agreed by the parties in a separate agreement or order form | As agreed by the parties in a separate agreement or order form | As agreed by the parties in a separate agreement or order form | + +5.3. **The Trial Plan**. The Subscription Terms for the Trial Plan are as follows: + +    5.3.1. **Scope and Metrics**. The Trial Plan offers access to Services to get to know Services before starting the Free, Cloud, or Enterprise Plan. Any usage limitations are indicated on [https://spacelift.io/pricing](https://spacelift.io/pricing). + +    5.3.2. **Subscription Period**. The Trial Plan expires 14 days after your registration to the Services. + +    5.3.3. **Termination**. You may cancel the Trial Plan by accessing your account settings and clicking on the "Cancel Plan" option or by contacting us at: [contact@spacelift.io](mailto:contact@spacelift.io). + +    5.3.4. **Next Steps**. Upon the end of Trial Plan, you may: (a) stop using the Services and delete your account thus terminating the Agreement, (b) continue to use the Services under Free Plan, (c) subscribe to Cloud Plan if you provide payment details to make a Subscription Fee according to the currently effective rates presented on [https://spacelift.io/pricing](https://spacelift.io/pricing), or (d) contact [sales@spacelift.io](mailto:sales@spacelift.io) to discuss the Enterprise Plan which is subject to separate agreement. + +5.4. **The Free Plan**. The Subscription Terms for the Free Plan are as follows: + +    5.4.1. **Scope and Metrics**. The Free Plan offers access to the Services with usage limitations indicated on [https://spacelift.io/pricing](https://spacelift.io/pricing). In order to expand the usage limitations, upgrade to Cloud Plan or Enterprise Plan. + +    5.4.2. **Subscription Period and Termination**. The Free Plan is available for an indefinite period of time and might be terminated at any time. You may cancel the Free Plan by accessing your account settings and clicking on the "Cancel Plan" option or by contacting us at: [contact@spacelift.io](mailto:contact@spacelift.io). + +5.5. **The Cloud Plan**. The Subscription Terms for the Cloud Plan are as follows: + +    5.5.1. **Scope and Metrics**. The Cloud Plan offers access to the Services with usage limitations indicated on [https://spacelift.io/pricing](https://spacelift.io/pricing). This plan can be supplemented with additional Seats and/or Workers as required, at an additional cost calculated on the basis of current rates. + +    5.5.2. **Subscription Period and Billing**. If you activate the Cloud Plan, you authorize Spacelift to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or your account, all accrued sums on or before the payment due date for the accrued sums. The "**Subscription Billing Date**" is the date when you purchase your first Subscription to the Services. Your account will be charged automatically on the Subscription Billing Date for all applicable fees for the next Subscription Period. The subscription will continue unless and until you cancel your Subscription or we terminate it. You must cancel your Subscription before it renews in order to avoid billing the next periodic Subscription Fee to your account. We will bill the periodic Subscription Fee to the payment method you provide to us during registration (or to a different payment method if you change your payment information). + +    5.5.3. **Termination**. You may cancel the Cloud Plan at any time by accessing your account settings and clicking on the "Cancel Plan" option or by contacting us at: [contact@spacelift.io](mailto:contact@spacelift.io). The termination will be effective on the last day of the given Subscription Period. + +5.6. **Withdrawal and Refund**. You may withdraw from the Agreement and claim a refund of funds within 14 days after its execution provided that the Services have not been activated during that period. You can find all the details regarding the refund in our Refund Policy. + +5.7. **Plan Adjustments and Upgrades**. The Subscription Terms for each plan, including Subscription Period, Fees, and Metrics may be adjusted by written agreement of the parties. If you wish to upgrade your Subscription Plan, contact [sales@spacelift.io](mailto:sales@spacelift.io) to discuss the available options. + +5.8. **The Enterprise Plan**. In most cases, Subscription Terms of the Enterprise Plan are individually discussed by the parties and bind the parties on the basis of a separately executed agreement. In case a separate agreement is not executed between the parties, the written arrangements (such as order forms) regarding Subscription Terms apply and in the remaining scope terms for the use of the Services will be subject to conditions set forth in this Agreement. + +5.9. **Services Usage during Negotiations**. If you wish to actively use the Services in the course of negotiating the separate agreement, the parties may agree on the temporary terms of use of the Services, including the relevant Metrics, period, and fees, and in the remaining scope terms for the use of the Services will be subject to conditions set forth in this Agreement. + +## 6. SUBSCRIPTION FEES + +6.1. **Terms of Payment**. Unless otherwise agreed by the parties, Subscription Fees will be payable in USD via a credit card on a going-forward basis and will be subject to this Section 6. + +6.2. **Taxes**. All Subscription Fees and other amounts payable by you under this Agreement are exclusive of taxes and similar assessments. Without limiting the foregoing, you are responsible for all sales, use, excise taxes, and any other similar taxes, duties, and charges of any kind, other than any taxes imposed on our income. + +6.3. **Late Payment**. If you fail to make any payment when due then, in addition to all other remedies that may be available: (a) we may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (b) you will reimburse us for all reasonable costs incurred by us in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (c) if such failure continues for fourteen (14) days following written notice, we may suspend performance of the Services until all past due amounts and interest have been paid, without incurring any obligation or liability to you or any other person by reason of such suspension. + +6.4. **Subscription Fees Increases**. Separately from any changes in Subscription Fees due to the upgrade of the relevant Metrics, we may increase Fees for any Subscription Period before its start by providing you a notice prior to the commencement of the next Subscription Period. Your continued use of the Services constitutes your acceptance of such changed Subscription Fees. + +## 7. SUSPENSION AND TERMINATION + +7.1. **Suspension**. Without limiting any other provision of the Agreement, we reserve the right to, in our sole discretion and without notice or liability, deny access to and use of the Services (including blocking certain IP addresses), to any person for any reason including but not limited to (a) proven or suspected breach of any representation, warranty or covenant contained in the Agreement or of any applicable law or regulation; (b) your use of the Services poses a risk to the Services, our other customers, or us (including our infrastructure, security, and third-party relationships); (c) your use of the Services could subject us to liability or (d) you are past due in the payment of Subscription Fee. We will provide you with prompt notice of any suspension. + +7.2. **Effect of Suspension**. If we suspend your access to the Services for any reason set out in the Agreement, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress. + +7.3. **Termination for Cause**. Notwithstanding the termination for convenience as described in Section 5, Either Party may terminate this Agreement, effective on written notice to the other party, if the other party (a) materially breaches this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach; (b) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (c) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (d) makes or seeks to make a general assignment for the benefit of its creditors; or (e) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. + +7.4. **Effect of Termination**. Upon any termination of this Agreement, except as expressly otherwise provided in this Agreement: (a) all rights, licenses, consents, and authorizations granted by either party to the other will immediately terminate; (b) we will immediately cease all use of any Client Data and at your request destroy, all documents and tangible materials containing or based on Client Data and erase all Client Data from all our systems, provided that, for clarity, our obligations under this Section 7.4 do not apply to any Resultant Data or other data that is required to establish proof of a right or a contract, which will be stored for the duration provided by enforceable law; (c) you will immediately cease all use of any Services and within sixty (60) days destroy, all documents and tangible materials containing or based on any our materials, including Documentation and erase all our materials from the systems you directly or indirectly control. You acknowledge and agree that you are responsible to retrieve Client Data from the Services prior to the termination of this Agreement. + +7.5. **Surviving Terms**. The provisions set forth in the following sections, and any other right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: 3.1, 3.2, 3.4, 3.7, 7.4, 7.5, 8.4, 9, 10, 12. + +## 8. REPRESENTATIONS AND WARRANTIES + +8.1. **Mutual Representations and Warranties**. Each party represents and warrants to the other party that it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under this Agreement. + +8.2. **Additional Spacelift Representations, Warranties, and Covenants**. We represent, warrant, and covenant to you that (a) we will perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards and will devote adequate resources to meet its obligations under this Agreement; (b) the Services will be performed materially in accordance with the applicable Documentation; (c) to the best of our knowledge, the Services is free from any viruses, worms, malware, or other malicious source code. + +8.3. **Additional Client Representations, Warranties, and Covenants**. You represent, warrant, and covenant to us that (a) you own or otherwise have and will have the necessary rights and consents in and relating to the Client Data so that, as received by us and processed in accordance with this Agreement, they do not and will not infringe, misappropriate, or otherwise violate any IPR, or any privacy or other rights of any third party or violate any applicable law; (b) all registration information you submit will be true, accurate, current, and complete and relate to you and not a third party; (c) you will maintain the accuracy of such information and promptly update such information as necessary; (d) you will keep your access credentials confidential and will be responsible for all use of your access credentials; (e) you are aware that you may not access or use the Services for any purpose other than that for which we make the Services available and (f) you are at least eighteen years of age. + +8.4. **DISCLAIMER OF WARRANTIES**. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 8, ALL SERVICES, DOCUMENTATION, AND WEBSITE ARE PROVIDED "AS IS." WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM THE COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY OF ANY KIND THAT THE SERVICES, DOCUMENTATION OR WEBSITE, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN THE CLIENT AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS. + +## 9. INDEMNIFICATION + +9.1. **Spacelift Indemnification**. Subject to the remainder of this Section 9 and the liability limitations set forth in Section 10, we will indemnify, defend, and hold you harmless from and against any and all losses incurred by you resulting from any action by a third party that your use of the Services (excluding Client Data and any third-party materials) in accordance with this Agreement infringes or misappropriates IPR. The foregoing obligation does not apply to the extent that the alleged infringement arises from (a) any third-party materials or Client Data; (b) access to or use of the Services in combination with any hardware, system, software, network, or other materials or service not provided by us; (c) failure to timely implement any modifications, upgrades, replacements, or enhancements made available to you by us or on our behalf; or (d) use of the Services other than in accordance with the terms and conditions of this Agreement and the Documentation. THIS SECTION 9 SETS FORTH THE CLIENT’S SOLE REMEDIES AND SPACELIFT’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES AND ANY OTHER PROVIDER MATERIALS OR ANY SUBJECT MATTER OF THIS AGREEMENT INFRINGES, MISAPPROPRIATES OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. + +9.2. **Mitigation**. If the Services or any of the other Spacelift’s materials are, or in our opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party IPR, or if your or your Authorized User's use of the Services or other Spacelift’s materials is enjoined or threatened to be enjoined, we may, at our option and sole cost and expense: (a) obtain the right for you to continue to use the Services and said materials materially as contemplated by this Agreement, or (b) modify or replace the Services and said materials. + +9.3. **Client Indemnification**. You will indemnify, defend, and hold us harmless from and against any and all losses incurred by us resulting from any action by a third party to the extent that such losses arise out of or result from, or are alleged to arise out of or result from: (a) your use of the Services; (b) Client Data, including any processing of Client Data by us or on our behalf in accordance with this Agreement; (c) any other materials or information (including any documents, data, or technology) provided by you or on your behalf, (d) your breach of any of its representations, warranties, covenants, or obligations under this Agreement; or (e) negligence or more culpable act or omission (including recklessness or willful misconduct) by you, any Authorized User, or any third party acting on your behalf or any Authorized User, in connection with this Agreement, provided, that Client will have no obligation under this Section 9.3 to the extent the applicable claim arises from Spacelift’s breach of this Agreement. + +9.4. **Indemnification Procedure**. Each party’s indemnification obligations are conditioned on the indemnified party: (a) promptly giving written notice of the claim to the indemnifying party; (b) giving the indemnifying party sole control of the defense and settlement of the claim; and (c) providing to the indemnifying party all available information and assistance in connection with the claim, at the indemnifying party’s request and expense. The indemnified party may participate in the defense of the claim, at the indemnified party’s sole expense (not subject to reimbursement). Neither party may admit liability for or consent to any judgment or concede or settle or compromise any claim unless such admission or concession or settlement or compromise includes a full and unconditional release of the other Party from all liabilities in respect of the such claim. + +## 10. LIABILITY + +10.1. **Exclusion of Liability** In no event will Spacelift have any obligation or liability arising from (a) use or inability to use any Services if modified or combined with materials not provided by us; (b) statements or conduct of any third party on or in the Services, (c) any Client Data, (d) any failure by Client to comply with the Agreement; and (e) damages suffered by the Client or Authorized Users, or any other person having arisen due to the third-party claims (other than described in Section 9.1), suspension or termination of the Services, or for other reasons arising from the Client’s fault. + +10.2. **EXCLUSION OF DAMAGES**. EXCEPT AS OTHERWISE PROVIDED IN SECTION 10.4 AND TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL SPACELIFT OR ANY OF ITS LICENSORS OR SERVICE PROVIDERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL OR REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. + +10.3. **CAP ON MONETARY LIABILITY**. SPACELIFT WILL ONLY BE LIABLE FOR DIRECT DAMAGES EXCLUDING ANY SITUATION FOR WHICH WE ARE NOT RESPONSIBLE OR WHICH ARE CAUSED BY EVENTS OUTSIDE OUR REASONABLE CONTROL. HOWEVER, EXCEPT AS OTHERWISE PROVIDED IN SECTION 10.4, IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF SPACELIFT ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE GREATER OF (a) THE TOTAL AMOUNTS PAID TO SPACELIFT UNDER THIS AGREEMENT IN THE 6 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (b) THE AMOUNT OF 5000 USD. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. + +10.4. **Exceptions**. NOTHING IN THIS SECTION 10 WILL BE DEEMED TO LIMIT EITHER PARTY’S LIABILITY FOR WILLFUL MISCONDUCT, GROSS NEGLIGENCE, FRAUD, OR INFRINGEMENT BY ONE PARTY OF THE OTHER’S INTELLECTUAL PROPERTY RIGHTS. + +## 11. PROVISIONS RELATING TO CONSUMERS + +11.1. **Right to Withdraw**. If you are a natural person and have your habitual residence within a Member State of the European Union or the European Economic Area and are entering into the Agreement as a consumer (i.e. for purposes which are outside your trade, business, craft or profession), you have the right to withdraw from the contract as described below. + +11.2. **Withdrawal Period**. You have the right to withdraw from this Agreement (concluded under any Subscription Plan) within 14 days without giving any reason. The withdrawal right will expire after 14 days from the day of the conclusion of the Agreement. + +11.3. **Exercise of the Right to Withdraw**. To exercise the right of withdrawal, you must inform us, Spacelift, Inc, of your decision to withdraw from this Agreement by an unequivocal statement (e.g. an e-mail sent to [legal@spacelift.io](mailto:legal@spacelift.io)). To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period expires. + +11.4. **Model Withdrawal Form**. To exercise your right of withdrawal, you may use the model withdrawal form, included in Appendix No. 2 to the Act on Consumer Rights of May 20, 2014, but this is not obligatory. + +11.5. **Effect of the Withdrawal**. If you withdraw from this Agreement, we will reimburse you all payments received from you, without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from this Agreement. We will carry out such reimbursement using the same means of payment as you used for the initial transaction unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement. + +11.6. **Consumer Rights**. Nothing in the Agreement will affect your legal rights as a consumer. If any provision of the Agreement does not comply with the relevant law for you as a consumer, the relevant law will apply instead of this provision. The severability clause equally applies. In case of any concerns, questions, or doubts, contact us at [legal@spacelift.io](mailto:legal@spacelift.io). + +11.7. **Complaints**. If you have a complaint about Services, you should contact us at [contact@spacelift.io](mailto:contact@spacelift.io), providing as much detail as possible about the complaint, together with your name, date of execution of the Agreement, and expected means of settling a complaint. We will respond by confirming receipt and will investigate the matter. Upon receiving the complaint, we will investigate the complaint internally, taking into account the importance and complexity of the issue raised, and get back to you no later than 30 days from the receipt of the complaint. + +11.8. **ADR**. If you are a consumer, you may consider Alternative Dispute Resolution means in the event of a dispute with us, including referring to the trade inspection, a consumer ombudsman, or an organization whose statutory tasks include consumer protection. + +## 12. FINAL PROVISIONS + +12.1. **Current Version of Agreement**. Usage of the Services is subject to the then-current version of the Agreement posted on the Website and we advise you to periodically review the latest currently effective Agreement. We reserve the right to update the provisions of the Agreement from time to time at our sole discretion. The updated Agreement version supersedes all prior versions, as well as is effective and binding immediately after posting on the Website. Your continued use of the Services on or after the date of the updated version of the Agreement is effective and constitutes your acceptance of such updated terms. If you do not agree to our updated Agreement, you can terminate the Subscription in accordance with Section 5. + +12.2. **Applicable Law and Jurisdiction**. This Agreement is governed by and construed in accordance with the Applicable Law without giving effect to any choice or conflict of law provision of any jurisdiction. Any legal suit, action, or proceeding arising out of or related to this Agreement will be subject to the exclusive jurisdiction of the Applicable Jurisdiction as provided in the following table: + +| Client | Applicable Law | Applicable Jurisdiction | +| ------ | -------------- | ----------------------- | +| Consumers residing in the Member State of the European Union or the European Economic Area | Poland | Warsaw, Poland | +| Other Clients | State of Delaware, US | County New Castle, Delaware, US | + +Each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. + +12.3. **Contact details**. In order to resolve a complaint regarding the Services, receive further information regarding the use of the Services, or send any notice to Spacelift, please contact us by email at [contact@spacelift.io](mailto:contact@spacelift.io). + +12.4. **Notices**. Except as otherwise expressly set forth in this Agreement, any notice, request, consent, claim, demand, waiver, or other communications under this Agreement have legal effect and will be deemed effectively given: (a) when received, if delivered by hand or with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier or by certified or registered mail, signature required; or (c) when sent, if by email, if sent during the addressee's normal business hours, and on the next business day, if sent after the addressee's normal business hours. + +12.5. **Feedback**. If you provide us with any suggestions, comments, recommendations, opinions, or other information relating to the Services or Website (“**Feedback**”), you grant us a royalty-free, non-exclusive, irrevocable, perpetual, worldwide right and license to use the Feedback on our websites or in marketing materials. We reserve the right to remove any Feedback posted on the Website if, in our opinion, such Feedback does not comply with the Agreement or applicable law. + +12.6. **Logo usage**. You grant us the right to use your name and other indicia, such as logo or trademark in our list of current or former clients in promotional materials and on our websites. Any other announcement, statement, press release, or other publicity or marketing materials relating to your use of Services will be subject to your consent. + +12.7. **Export Laws**. Each Party will comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services. Without limiting the generality of the foregoing, Client represents that it is not named on any U.S. government denied-party list and will not make the Services available to any user or entity that is located in a country that is subject to a U.S. government embargo, or is listed on any U.S. government list of prohibited or restricted parties. + +12.8. **Non-waiver**. Our failure to exercise or enforce any right or provision of the Agreement will not operate as a waiver of such right or provision. + +12.9. **Assignment**. We may assign any or all of our rights and obligations to others at any time. We will notify you of any assignment. + +12.0. **Severability**. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. + +12.11. **No relationship**. There is no joint venture, partnership, employment, or agency relationship created between you and us as a result of the Agreement or use of the Services. + +## Terms and conditions + Effective until March 6, 2023 ## 1. Agreement to Terms diff --git a/docs/legal/terms.md b/docs/legal/terms.md index d7034f115..14b6a248e 100644 --- a/docs/legal/terms.md +++ b/docs/legal/terms.md @@ -1,248 +1,227 @@ # Terms and Conditions -Last updated: March 7, 2023 +Last updated: November 4, 2024 -This Terms and Conditions is between the entity you represent, or, if you do not indicate an entity in connection with the Services, you individually (“**Client**”, “**you**” or “**your**”), and Spacelift, Inc. with its principal office at 541 Jefferson Ave. Suite 100, Redwood City CA 94063, United States of America (“**Spacelift**”, “**the Company**” “**we**”, “**us**”, or “**our**”). It consists of the terms and conditions below, the Privacy Policy, the Refund Policy and the Cookie Policy (together, the “**Agreement**”). +These Terms and Conditions (**“Terms”**, **“T&C”**) are between the entity you represent, or, if you do not indicate an entity in connection with the Services, you individually (**“Customer”**, **“you”** or **“your”**), and Spacelift, Inc. with its principal office at 541 Jefferson Ave. Suite 100, Redwood City CA 94063, United States of America (“Spacelift”, “the Company” “we”, “us”, or “our”). These terms incorporate by reference the Data Processing Agreement, the Privacy Policy, the Refund Policy and the Cookie Policy (together, they are the basis for your contractual relationship with Spacelift). -**The Agreement does not govern the use of:** +**The Terms govern the use of:** -- the Services under Enterprise Plan provided that a separate and mutually agreed contract has been executed, -- the Services purchased via AWS Marketplace, which are subject to Standard Contract for AWS Marketplace and any amendments, -- any self-hosted services provided by Spacelift, Inc. which are subject to a separate agreement. +- Services procured directly from Spacelift, except where a separate, mutually agreed master services agreement has been executed (such as Standard Contract for AWS Marketplace and any amendments, if Services are procured through AWS Marketplace); + +- Services obtained through an authorized Spacelift partner, with the exception of provisions in Sections 5 and 6, which will not apply in such instances. ## 1. DEFINITIONS -1.1. “**Authorized User**” means Client’s employees, consultants, contractors, agents, and Workers (a) who Client authorizes to access and use the Services under the rights granted to Client under this Agreement; and (b) for whom access to the Services has been purchased hereunder. +1.1. **“Authorized User”** means Customer’s employees, consultants, contractors, agents, and Workers (a) who Customer authorizes to access and use the Services under the rights granted to Customer under these Terms; and (b) for whom access to the Services has been purchased hereunder. -1.2. “**Client Data**” means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received from the Client or an Authorized User by or through the Services. For the avoidance of doubt, Client Data does not include Resultant Data or any other information reflecting the access or use of the Services by or on behalf of Client or any Authorized User. +1.2. **“Confidential Information”** means all nonpublic information, including, but not limited to, source code, software, trade secrets, know-how, technical drawings, algorithms, ideas, inventions, other technical, business or sales information, negotiations or proposals, disclosed by us in whatever form and which is known by Customer or its Authorized User to be confidential or under circumstances by which the receiving party should reasonably understand such information is to be treated as confidential, whether or not marked as “Confidential”. -1.3. “**Confidential Information**” means all nonpublic information, including, but not limited to, source code, software, trade secrets, know-how, technical drawings, algorithms, ideas, inventions, other technical, business or sales information, negotiations or proposals, disclosed by us in whatever form and which is known by the Client or its Authorized User to be confidential or under circumstances by which the receiving party should reasonably understand such information is to be treated as confidential, whether or not marked as “Confidential”. +1.3. **“Customer Data”** means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received from Customer or an Authorized User by or through the Services. For the avoidance of doubt, Customer Data does not include Resultant Data or any other information reflecting the access or use of the Services by or on behalf of Customer or any Authorized User. -1.4. “**Documentation**” means any manuals, instructions, including technical specifications, or other documents or materials describing the features and functionality of the Services, which are located on Website or provided to Clients, and may be updated from time to time. +1.4. **“Documentation”** means any manuals, instructions, including technical specifications, or other documents or materials describing the features and functionality of the Services, which are located on the Website or provided to you, and may be updated from time to time. -1.5. “**Intellectual Property Rights**” or “**IPR**” means any registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws in any part of the world. +1.5. **“Intellectual Property Rights”** or **“IPR”** means any registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws in any part of the world. -1.6. “**Metrics**” - means the measurements used for quantifying the Services usage with the following meaning: +1.6. **“Metrics”** - means the measurements used for quantifying the Services usage with the following meaning: -    ​1.6.1. “**Private Minute(s)**” means minute(s) of Private Workers’ Services usage in a given month; +- ​1.6.1. **“Private Minute(s)”** means minute(s) of Private Workers’ Services usage in a given month; -    1.6.2. “**Public Minutes**” means minutes of Public Worker’s Services usage in a given month; +- 1.6.2. **“Public Minutes”** means minutes of Public Worker’s Services usage in a given month; -    16.3. “**Seat(s)**” means an Authorized User(s) who actively logged in to the Services in a given month; +- 1.6.3. **“User(s)”** means Authorized User(s) who actively logged in to the Services in a given month and any virtual users, such as API keys; -    1.6.4. “**Worker(s)**” means a predefined set(s) of computing resources that are specifically optimized for the development and provisioning and deployment of cloud-based infrastructures based on IaC; a Worker can be either a self-hosted agent performing infrastructure management in a Client-controlled environment (“**Private Worker**”) or any other software agent, provided and managed by Spacelift in a common secure worker pool (“**Public Worker**”). +- 1.6.4. **“Worker(s)”** means a predefined set(s) of computing resources that are specifically optimized for the development and provisioning and deployment of cloud-based infrastructures based on IaC; a Worker can be either a self-hosted agent performing infrastructure management in a Customer-controlled environment (**“Private Worker”**) or any other software agent, provided and managed by Spacelift in a common secure worker pool (**“Public Worker”**). -1.7. “**Services**” means the Spacelift’s specialized, continuous integration and deployment (CI/CD) platform for infra-as-code available at [https://spacelift.io](https://spacelift.io) as SaaS; +1.7. **“Services”** means the Spacelift’s specialized, continuous integration and deployment (CI/CD) platform for infra-as-code; -1.8. “**Subscription**” means enrollment for Services for a Subscription Plan on Subscription Terms as defined in the Agreement; +1.8. **“Subscription”** means enrollment for Services for a Subscription Plan on Subscription Details as defined in the Terms; -1.9. “**Subscription Plan(s)**” means available Subscription offer(s) for use of the Services as described on the Website, including Trial, Free, Cloud, and Enterprise; +1.9. **“Subscription Plan(s)”** means Subscription offer(s) for use of the Services as described on [https://spacelift.io/pricing/](https://spacelift.io/pricing){: rel="nofollow"}, which include paid plans (**“Paid Subscription Plan(s)”**) and the Free Plan; -1.10. “**Subscription Term(s)**” means the conditions under which a Subscription is made under the Agreement, including the Subscription Period, Metrics, and Subscription Fees, as described in Section 5; +1.10. **“Subscription Details(s)”** means the conditions under which a Subscription is made under the Terms, including the Subscription Period, Metrics, and Subscription Fees; -1.11. “**Website**” means [https://spacelift.io](https://spacelift.io) website managed by Spacelift. +1.11. **“Website** means [https://spacelift.io](https://spacelift.io){: rel="nofollow"} website managed by Spacelift. ## 2. GENERAL -2.1. **Execution of the Agreement**. Accepting this Agreement is a condition of using the Services provided by Spacelift. ​​BY COMPLETING THE REGISTRATION PROCESS, ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE AND AGREE THAT (I) YOU HAVE READ, UNDERSTOOD, AND ACCEPTED THIS AGREEMENT, AND (II) YOU HEREBY REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ENTER OR ACT ON BEHALF OF THE CLIENT, AND BIND TO THIS AGREEMENT. If you do not have the legal authority to enter this Agreement, do not understand this Agreement, or do not agree to the Agreement, you should not accept the Terms and Conditions, or use the Services. +2.1. **Execution of the Terms**. Accepting these Terms is a condition of using the Services provided by Spacelift. ​​BY COMPLETING THE REGISTRATION PROCESS, ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE AND AGREE THAT (I) YOU HAVE READ, UNDERSTOOD, AND ACCEPTED THESE TERMS, AND (II) YOU HEREBY REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ENTER OR ACT ON BEHALF OF CUSTOMER, AND BIND TO THESE TERMS. If you do not have the legal authority to enter these Terms, do not understand these Terms or do not agree to these Terms, you should not accept the Terms, or use the Services. -2.2. **Conflict of Provisions**. In the event of any inconsistencies or conflict between the documents that make up this Agreement, the documents will prevail in the following order: (a) any written amendment agreed upon by the parties (such as order forms); (b) Privacy Policy; (c) these Terms and Conditions and (d) the Refund Policy. +2.2. **Conflict of Provisions**. In the event of any inconsistencies or conflict between the documents incorporated into these Terms, the documents will prevail in the following order: (a) any written amendment agreed upon by the parties (such as order forms); (b) Data Processing Agreement and Privacy Policy; (c) these Terms and (d) the Refund Policy. -2.3. **Compliance**. You are responsible for (a) compliance with the provisions of the Agreement by you and your Authorized Users and for any and all acts and omissions of Authorized Users connected with their use and access to the Services and for any breach of this Agreement by Authorized Users; and (b) any delay or failure of performance caused in whole or in part by your delay in performing, or failure to perform, any of your obligations under this Agreement. Without limiting the foregoing, you are solely responsible for ensuring that your use of the Services is compliant with all applicable laws and regulations, as well as any and all privacy policies, agreements, or other obligations you may maintain or enter into. +2.3. **Compliance**. You are responsible for (a) compliance with the provisions of the Terms by you and your Authorized Users and for any and all acts and omissions of Authorized Users connected with their use and access to the Services and for any breach of these Terms by Authorized Users; and (b) any delay or failure of performance caused in whole or in part by your delay in performing, or failure to perform, any of your obligations under these Terms. Without limiting the foregoing, you are solely responsible for ensuring that your use of the Services is compliant with all applicable laws and regulations, as well as any and all privacy policies, agreements, or other obligations you may maintain or enter into. -2.4. **Amendments**. Any individual amendment to this Agreement must be made in writing (expressly stating that it is amending this Agreement) and signed by both parties. +2.4. **Amendments**. Any individual amendment to these Terms must be made in writing (expressly stating that it is amending these Terms) and signed by both parties. ## 3. LICENSE, INTELLECTUAL PROPERTY RIGHTS, AND OWNERSHIP -3.1. **Ownership**. The Services, Documentation, and Website, all copies and portions thereof, and all IPR therein, including, but not limited to source code, databases, functionality, software, website designs, audio, video, text, photographs, graphics, or derivative works therefrom, are owned by us or licensed to us. You are not authorized to use (and will not permit any third party to use) the Services, Website, Documentation, or any portion thereof except as expressly authorized by this Agreement. Specifically, no part of the Services, Documentation, or Website may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, modified, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission. +3.1. **Ownership**. The Services, Documentation, and Website, all copies and portions thereof, and all IPR therein, including, but not limited to source code, databases, functionality, software, website designs, audio, video, text, photographs, graphics, or derivative works therefrom, are owned by us or licensed to us. You are not authorized to use (and will not permit any third party to use) the Services, Website, Documentation, or any portion thereof except as expressly authorized by the Terms. Specifically, no part of the Services, Documentation, or Website may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, modified, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission. 3.2. **Confidential Information**. All our Confidential Information and derivations thereof will remain our sole and exclusive property. You should not disclose, use or publish Confidential Information without our prior written consent. You must hold all our Confidential Information in strict confidence and safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care you use to protect your similarly sensitive information and in no event less than a reasonable degree of care. -3.3. **License**. Spacelift makes the Services available to you during the Subscription Period, subject to the terms and conditions of this Agreement and Subscription Terms. Spacelift grants a limited, non-exclusive, non-sublicensable, non-transferable right to access and use the Services and its Documentation during the Subscription Period, solely for your internal business purposes or your personal use. - -3.4. **Restrictions**. You will not, and will not permit any other person to, access or use the Services except as expressly permitted by this Agreement. For purposes of clarity and without limiting the generality of the foregoing, you will not, except as this Agreement expressly permits: (a) copy, modify, or create derivative works or improvements of the Services or Documentation; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Services or Documentation to any person; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services, in whole or in part; (d) bypass or breach any security device or protection used by the Services or access or use the Services other than by an Authorized User through the use of his or her own then valid access credentials; (e) input, upload, transmit, or otherwise provide to or through the Services or Documentation, any information or materials that are unlawful or injurious, or contain, transmit, or activate any harmful code; (f) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services or Documentation, or our provision of services to any third party, in whole or in part; (g) remove, delete, alter, or obscure any trademarks, Documentation, warranties, or disclaimers, or IPR notices from any Services; (h) access or use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any IPR or other right of any third party or that violates any applicable law; or (i) access or use the Services or Documentation for purposes of competitive analysis of the Services, the development, provision, or use of a competing software service or product. - -3.5. **Client Data**. You are and will remain the sole and exclusive owner of all rights, title, and interest in and to all Client Data, including all IPR, subject to the rights and permissions granted in the Agreement. You have exclusive control and responsibility for determining what data you submit to the Services, for obtaining all necessary consents and permissions for the submission of Client Data, and for the accuracy, quality, and legality of Client Data. - -3.6. **Consent to Use Client Data**. You irrevocably grant all such rights and permissions in or relating to Client Data as are reasonably necessary or useful to us to enforce this Agreement and exercise our rights and perform our obligations hereunder. - -3.7. **Use of Resultant Data**. We may collect data and information related to your use of the Services that is used by us in an aggregate manner, including to compile statistical and performance information related to the provision and operation of the Services (“**Resultant Data**”). You unconditionally and irrevocably grant to us an assignment of all rights, title, and interest in and to the Resultant Data, including all IPR relating thereto, if any. - -## 4. PROVISION OF SERVICES - -4.1. **Metrics**. Use of the Services is subject to usage limits reflected in Metrics, as set forth in the Subscription Plan. We will monitor your use of the Services in order to verify whether you comply with the presented limits. - -4.2. **Services Modifications**. We reserve the right to make any changes to the Services or Documentation that we deem necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of Services to you and other clients; (ii) the competitive strength of or market for Services; or (iii) the Services' cost efficiency or performance; or (b) to comply with applicable law. - -4.3. **Privacy**. When applicable, we will comply with all applicable laws, regulations, and government orders relating to personally identifiable information and data privacy with respect to any such Client Data that we receive or have access to under the Agreement or in connection with the performance of the Services. In particular, regulations for the protection of personally identifiable information are indicated in the Privacy Policy incorporated herein by reference. +3.3. **License**. Spacelift makes the Services available to you during the Subscription Period, subject to the provisions of the Terms and Subscription Details. Spacelift grants you a limited, non-exclusive, non-sublicensable, non-transferable right to access and use the Services and its Documentation during the Subscription Period, solely for your internal business purposes or your personal use. -4.4. **Access and Security**. You will employ all physical, administrative, and technical controls, screening, security procedures, and other safeguards necessary to: (a) securely administer the distribution and use of all access credentials and protect against any unauthorized access to or use of the Services; and (b) control the content and use of Client Data, including the uploading or other provision of Client Data for processing by the Services. +3.4. **Restrictions**. You will not, and will not permit any other person to, access or use the Services except as expressly permitted by these Terms. For purposes of clarity and without limiting the generality of the foregoing, you will not, except as the Terms expressly permit: (a) copy, modify, or create derivative works or improvements of the Services or Documentation; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Services or Documentation to any person; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services, in whole or in part; (d) bypass or breach any security device or protection used by the Services or access or use the Services other than by an Authorized User through the use of his or her own then valid access credentials; (e) input, upload, transmit, or otherwise provide to or through the Services or Documentation, any information or materials that are unlawful, illegal, illicit or injurious, or contain, transmit, or activate any harmful code; (f) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services or Documentation, or our provision of services to any third party, in whole or in part; (g) remove, delete, alter, or obscure any trademarks, Documentation, warranties, or disclaimers, or IPR notices from any Services; (h) access or use the Services or Documentation in any manner or for any purpose that is illegal, illicit, unlawful or infringes, misappropriates, or otherwise violates any IPR or other right of any third party or that violates any applicable law; or (i) access or use the Services or Documentation for purposes of competitive analysis of the Services, the development, provision, or use of a competing software service or product. -4.5. **Security**. We maintain industry-standard security and privacy certification, such as a SOC II certification. We will use appropriate technical and organizational measures designed to prevent unauthorized access, use, alteration, or disclosure of the Services or Client Data. +3.5. **Customer Data**. You are and will remain the sole and exclusive owner of all rights, title, and interest in and to all Customer Data, including all IPR, subject to the rights and permissions granted in the Terms. You have exclusive control and responsibility for determining what data you submit to the Services, for obtaining all necessary consents and permissions for the submission of Customer Data, and for the accuracy, quality, and legality of Customer Data. - -4.6. **Incidents**. We will notify you in case of any security incident as soon as possible, provided that you have indicated your contact data in the Services under the address: https://\*.app.spacelift.io/settings/security (\* being the domain name chosen by you to access Services). +3.6. **Consent to Use Customer Data**. You grant all such rights and permissions in or relating to Customer Data as are reasonably necessary or useful to us to enforce these Terms and exercise our rights and perform our obligations hereunder. -4.7. **Downtimes**. We will use commercially reasonable efforts to give you at least 24 hours prior notice of all scheduled outages of the Services. You can check the current Services’ availability status at [https://spacelift.statuspage.io/](https://spacelift.statuspage.io/){: rel="nofollow"} +3.7. **Use of Resultant Data**. We may collect data and information related to your use of the Services that is used by us in an aggregate manner, including to compile statistical and performance information related to the provision and operation of the Services (**“Resultant Data”**). You unconditionally and irrevocably grant to us an assignment of all rights, title, and interest in and to the Resultant Data, including all IPR relating thereto, if any. -4.8. **Services and Website Management**. We reserve the right at our sole discretion, to (a) monitor the Services for breaches of the Agreement; (b) take appropriate legal action against anyone in breach of applicable laws or the Agreement; (c) refuse, restrict access to, or availability of, or disable (to the extent technologically feasible) any of Client Data; (d) remove from the Services or Website or otherwise disable all files and content that are excessive in size or are in any way a burden to our systems; and (e) otherwise manage the Website and Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Website and Services. +## 4. PROVISION OF SERVICES» -4.9. **Third-Party Materials**. The Website and/or Services may contain links to websites or applications operated by third parties. We do not have any influence or control over any such third-party websites or applications or the third-party operator. We are not responsible for and do not endorse any third-party websites or applications or their availability or content. +4.1. **Metrics**. Use of the Services is subject to usage limits reflected in Metrics, as set forth in the Subscription Plan. We will monitor your use of the Services in order to verify whether you comply with the presented limits, and, if you exceed the limits, we reserve the right to calculate additional fees (overages). -4.10. **Access by Third-Party Accounts**. You may register and login to the Services using your third-party service providers account details, like a Google or GitHub account (“**Third-Party Account**”). When you do so, we will receive certain profile information varying on the identity provider and the information you decided to include in your Third-Party Account. You will have the ability to disable the connection between your Services account and your Third Party Accounts at any time. Please note that your relationship with the third-party service providers associated with your Third-Party Accounts is governed solely by your agreement(s) with such third-party service providers. If a Third Party Account or associated service becomes unavailable or the access to such Third Party Account is terminated by the third-party service provider, then your access using such Third Party Account may no longer be available. +4.2. **Services Modifications**. We reserve the right to make any changes to the Services or Documentation (including modifications to the scope of the features available in Subscription Plans) that we deem necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of Services to you and other clients; (ii) the competitive strength of or market for Services; or (iii) the Services' cost efficiency or performance; or (b) to comply with applicable law. -4.11. **Support Services**. During the Subscription Period, we will provide support services depending on the Subscription Plan, as described in [https://docs.spacelift.io/product/support/](https://docs.spacelift.io/product/support/) +4.3. **Privacy**. When applicable, we will comply with all applicable laws, regulations, and government orders relating to personally identifiable information and data privacy with respect to any such Customer Data that we receive or have access to under the Terms or in connection with the performance of the Services. In particular, regulations for the protection of personally identifiable information are indicated in the Data Processing Agreement [https://docs.spacelift.io/legal/dpa](./DPA.md) and Privacy Policy [https://docs.spacelift.io/legal/privacy](https://docs.spacelift.io/legal/privacy){: rel="nofollow"} incorporated herein by reference. -4.12. **Client Systems and Cooperation**. You will at all times during the period of Subscription: (a) set up, maintain, and operate in good repair and in accordance with the Documentation all your systems (meaning information technology infrastructure, including computers, software, databases, electronic systems, database management systems, and networks) on or through which the Services are accessed or used; (b) provide us with such access to your data or systems as is necessary for us to perform the Services in accordance with the Agreement and Documentation; (c) use reasonable measures to prevent and promptly notify us of any unauthorized access to Authorized User accounts of which you become aware of, and (d) provide all cooperation and assistance as we may reasonably request to enable us to exercise our rights and perform our obligations under and in connection with this Agreement. +4.4. **Access and Security**. You will employ all physical, administrative, and technical controls, screening, security procedures, and other safeguards necessary to: (a) securely administer the distribution and use of all access credentials and protect against any unauthorized access to or use of the Services; and (b) control the content and use of Customer Data, including the uploading or other provision of Customer Data for processing by the Services. -4.13. **Quality of Services**. You are aware that the quality of the Services and your use of the Services might be affected by a number of factors outside our control, including but not limited to force majeure, technical conditions, hardware or software (including third-party software and network) issues. Any delay or default affecting the availability, functionality, correctness, or timely performance of the Services caused by such circumstances will not constitute a breach of the Agreement. +4.5. **Security**. We maintain industry-standard security and privacy certification, such as a SOC 2 Type II certification. We will use appropriate technical and organizational measures designed to prevent unauthorized access, use, alteration, or disclosure of the Services or Customer Data. -4.14. **No Data Backup**. We do not store or backup any Client Data. The Services do not replace the need for you to maintain regular data backups or redundant data archives. We have no obligation or liability for any loss, alteration, destruction, damage, corruption, or recovery of Client Data. +4.6. **Services and Website Management**. We reserve the right at our sole discretion, to (a) monitor the Services for breaches of the Terms; (b) take appropriate legal action against anyone in breach of applicable laws or the Terms; (c) refuse, restrict access to, or availability of, or disable (to the extent technologically feasible) any of Customer Data which infringe any third party rights, applicable laws, or include illegal or illicit content; (d) remove from the Services or Website or otherwise disable all files and content that are excessive in size or are in any way a burden to our systems; and (e) otherwise manage the Website and Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Website and Services. -4.15. **Disclaimer**. The content on the Website is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from taking, any action on the basis of the content on the Website. +4.7. **Third-Party Materials**. The Website and/or Services may contain links to websites or applications operated by third parties. We do not have any influence or control over any such third-party websites or applications or the third-party operator. We are not responsible for and do not endorse any third-party websites or applications or their availability or content. -## 5. SUBSCRIPTION PLANS AND TERMS +4.8. **Access by Third-Party Accounts**. You may register and login to the Services using your third-party service providers account details, like a Google or GitHub account (**“Third-Party Account”**). When you do so, we will receive certain profile information varying on the identity provider and the information you decided to include in your Third-Party Account. You will have the ability to disable the connection between your Services account and your Third-Party Accounts at any time. Please note that your relationship with the third-party service providers associated with your Third-Party Accounts is governed solely by your agreement(s) with such third-party service providers. If a Third-Party Account or associated service becomes unavailable or the access to such Third-Party Account is terminated by the third-party service provider, then your access using such Third-Party Account may no longer be available. -5.1. **Effective Date and Term**. This Agreement commences on the effective date being the day of your registration, access to, or use of the Services, whichever happens first (“**Effective Date**”). Unless earlier terminated pursuant to the terms of this Section, the Agreement will continue through the Subscription Period of a chosen Subscription Plan. +4.9. **Support Services**. During the Subscription Period, we will provide support services depending on the Subscription Plan, as described in +[https://docs.spacelift.io/product/support/](https://docs.spacelift.io/product/support/){: rel="nofollow"} incorporated to the Terms by reference. -5.2. **Subscription Plans**. The Services are available under the following Subscription Plans with the relevant Subscription Terms: +4.10. **Customer Systems and Cooperation**. You will at all times during the Subscription Period: (a) set up, maintain, and operate in good repair and in accordance with the Documentation all your systems (meaning information technology infrastructure, including computers, software, databases, electronic systems, database management systems, and networks) on or through which the Services are accessed or used; (b) provide us with such access to your data or systems as is necessary for us to perform the Services in accordance with the Terms and Documentation; (c) use reasonable measures to prevent and promptly notify us of any unauthorized access to Authorized User accounts of which you become aware of, and (d) provide all cooperation and assistance as we may reasonably request to enable us to exercise our rights and perform our obligations under and in connection with the Terms. -| Plan | Subscription Period | Termination | Subscription Fee | -| -------------- | ------------------------------------------------------------ | ------------------------------------------------------------ | ------------------------------------------------------------ | -| **Trial** | 14 days | Any time | None | -| **Free** | Non-definite term | Any time | None | -| **Cloud** | Default: 1 month, monthly renewal.
Individual arrangements may include an annual or a multi-year Subscription Period. | Any time during the Subscription Period, having its effect on the last day of the given Subscription Period. | Current fees are set forth in [https://spacelift.io/pricing](https://spacelift.io/pricing) | -| **Enterprise** | As agreed by the parties in a separate agreement or order form | As agreed by the parties in a separate agreement or order form | As agreed by the parties in a separate agreement or order form | +4.11. **Quality of Services**. You are aware that the quality of the Services and your use of the Services might be affected by a number of factors outside our control, including but not limited to force majeure, technical conditions, hardware or software (including third-party software and network) issues. Any delay or default affecting the availability, functionality, correctness, or timely performance of the Services caused by such circumstances will not constitute a breach of the Terms. -5.3. **The Trial Plan**. The Subscription Terms for the Trial Plan are as follows: +4.12. **No Data Backup**. We do not store or backup any Customer Data. The Services do not replace the need for you to maintain regular data backups or redundant data archives. WE HAVE NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF CUSTOMER DATA. -    5.3.1. **Scope and Metrics**. The Trial Plan offers access to Services to get to know Services before starting the Free, Cloud, or Enterprise Plan. Any usage limitations are indicated on [https://spacelift.io/pricing](https://spacelift.io/pricing). +4.13. **Disclaimer**. The content on the Website is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from taking, any action on the basis of the content on the Website. -    5.3.2. **Subscription Period**. The Trial Plan expires 14 days after your registration to the Services. +## 5. SUBSCRIPTION PLANS AND DETAILS -    5.3.3. **Termination**. You may cancel the Trial Plan by accessing your account settings and clicking on the "Cancel Plan" option or by contacting us at: [contact@spacelift.io](mailto:contact@spacelift.io). +5.1. **Effective Date and Subscription Period**. These Terms commence on the effective date being the day of your registration, access to, or use of the Services, whichever happens first (**“Effective Date”**). Unless earlier terminated pursuant to the provisions of the Terms, the Terms will continue through the Subscription Period of a chosen Subscription Plan. -    5.3.4. **Next Steps**. Upon the end of Trial Plan, you may: (a) stop using the Services and delete your account thus terminating the Agreement, (b) continue to use the Services under Free Plan, (c) subscribe to Cloud Plan if you provide payment details to make a Subscription Fee according to the currently effective rates presented on [https://spacelift.io/pricing](https://spacelift.io/pricing), or (d) contact [sales@spacelift.io](mailto:sales@spacelift.io) to discuss the Enterprise Plan which is subject to separate agreement. +5.2. **Subscription Plans**. The Services are available under the Subscription Plans presented on [https://spacelift.io/pricing/](https://spacelift.io/pricing){: rel="nofollow"} (and incorporated to the Terms by reference), describing in detail the relevant Metrics, Subscription Fees, Subscription Period, and the scope of the features included. -5.4. **The Free Plan**. The Subscription Terms for the Free Plan are as follows: +5.3. **Trial**. The trial offers access to Services to get to know Services before starting any of the Subscription Plans and it expires 14 days after your registration to the Services. Upon the end of trial, you may: (a) stop using the Services and delete your account thus terminating the Terms, (b) continue to use the Services under one of the available Subscriptions Plans, including the Free Plan or Paid Subscription Plans. -    5.4.1. **Scope and Metrics**. The Free Plan offers access to the Services with usage limitations indicated on [https://spacelift.io/pricing](https://spacelift.io/pricing). In order to expand the usage limitations, upgrade to Cloud Plan or Enterprise Plan. +5.4. **Subscription Period, Renewal and Termination**. Subscription Period depends on the chosen Subscription Plan: -    5.4.2. **Subscription Period and Termination**. The Free Plan is available for an indefinite period of time and might be terminated at any time. You may cancel the Free Plan by accessing your account settings and clicking on the "Cancel Plan" option or by contacting us at: [contact@spacelift.io](mailto:contact@spacelift.io). +- 5.4.1. the Free Plan is available for an indefinite period of time and might be terminated at any time. You may cancel the Free Plan by accessing your account settings and clicking on the "Cancel Plan" option or by contacting us at [contact@spacelift.io](mailto:contact@spacelift.io) -5.5. **The Cloud Plan**. The Subscription Terms for the Cloud Plan are as follows: +- 5.4.2. the Paid Subscription Plans are available for monthly or annual Subscription Periods, depending on the chosen Plan. You may cancel the chosen Paid Subscription Plan or downgrade it at any time by accessing your account settings in your Spacelift account. The termination or downgrade will be effective on the date you changed your account settings. If you don’t terminate or downgrade the Paid Subscription Plan before the end of a given Subscription Period, it will automatically renew for a new Subscription Period. -    5.5.1. **Scope and Metrics**. The Cloud Plan offers access to the Services with usage limitations indicated on [https://spacelift.io/pricing](https://spacelift.io/pricing). This plan can be supplemented with additional Seats and/or Workers as required, at an additional cost calculated on the basis of current rates. +5.5. **Billing**. If you activate one of the Paid Subscription Plans, you authorize Spacelift to periodically charge all accrued sums on or before the payment due date on a going-forward basis until the recurring payments or your account are canceled/terminated. The **"Subscription Billing Date"** is the date when you purchase your first Paid Subscription Plan or upgrade the Plan. Your account will be automatically charged on the Subscription Billing Date for all applicable fees for the next Subscription Period. The subscription will continue unless and until you cancel your Subscription or we terminate it subject to the provisions in Section 7. You must cancel your Subscription before it renews to avoid billing the next periodic Subscription Fee to your account. We will bill the periodic Subscription Fee to the payment method you provide during registration (or to a different payment method if you change your payment information). -    5.5.2. **Subscription Period and Billing**. If you activate the Cloud Plan, you authorize Spacelift to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or your account, all accrued sums on or before the payment due date for the accrued sums. The "**Subscription Billing Date**" is the date when you purchase your first Subscription to the Services. Your account will be charged automatically on the Subscription Billing Date for all applicable fees for the next Subscription Period. The subscription will continue unless and until you cancel your Subscription or we terminate it. You must cancel your Subscription before it renews in order to avoid billing the next periodic Subscription Fee to your account. We will bill the periodic Subscription Fee to the payment method you provide to us during registration (or to a different payment method if you change your payment information). +5.6. **Plan Adjustments and Upgrades**. The Subscription Details for each plan, including Subscription Period, Fees, and Metrics may be adjusted by (a) self-service functionalities in your account settings (if available for a given Subscription Plan) or (b) written agreement of the parties. -    5.5.3. **Termination**. You may cancel the Cloud Plan at any time by accessing your account settings and clicking on the "Cancel Plan" option or by contacting us at: [contact@spacelift.io](mailto:contact@spacelift.io). The termination will be effective on the last day of the given Subscription Period. +5.6.1. **Upgrading the Subscription Plan**. If you upgrade the Subscription Plan with the use of the self-service functionalities in your account, the changes to the Subscription Plan will take effect immediately. Your billing will be adjusted accordingly, and you will be charged the prorated fees for the difference between your current Subscription Plan and the upgraded Plan for the remainder of the current billing cycle. -5.6. **Withdrawal and Refund**. You may withdraw from the Agreement and claim a refund of funds within 14 days after its execution provided that the Services have not been activated during that period. You can find all the details regarding the refund in our Refund Policy. +5.6.2. **Downgrading the Subscription Plan**. If you downgrade the Subscription Plan with the use of the self-service functionalities in your account, the changes to the Subscription Plan will take effect immediately, which might result in losing to the selected functionalities, such as add-ons. Your billing will be adjusted accordingly and you will be owed the prorated fees for the difference between your current Subscription Plan and the upgraded Plan for the remainder of the current billing cycle. To receive the refund, please contact [ar@spacelift.io](mailto:ar@spacelift.io). -5.7. **Plan Adjustments and Upgrades**. The Subscription Terms for each plan, including Subscription Period, Fees, and Metrics may be adjusted by written agreement of the parties. If you wish to upgrade your Subscription Plan, contact [sales@spacelift.io](mailto:sales@spacelift.io) to discuss the available options. +5.7. **Individual Arrangements**. Some of the Subscription Details of the Paid Subscription Plans are individually discussed by the parties and bind the parties on the basis of a separately executed agreement. In case a separate agreement is not executed between the parties, the written arrangements (such as order forms) regarding Subscription Details apply and in the remaining scope conditions for the use of the Services will be subject to conditions set forth in these Terms. -5.8. **The Enterprise Plan**. In most cases, Subscription Terms of the Enterprise Plan are individually discussed by the parties and bind the parties on the basis of a separately executed agreement. In case a separate agreement is not executed between the parties, the written arrangements (such as order forms) regarding Subscription Terms apply and in the remaining scope terms for the use of the Services will be subject to conditions set forth in this Agreement. +5.8. **Services Usage during Negotiations**. If you wish to actively use the Services in the course of negotiating a separate agreement, the parties may agree on the temporary conditions of use of the Services, including the relevant Metrics, period, and fees, and in the remaining scope conditions for the use of the Services will be subject to conditions set forth in these Terms. -5.9. **Services Usage during Negotiations**. If you wish to actively use the Services in the course of negotiating the separate agreement, the parties may agree on the temporary terms of use of the Services, including the relevant Metrics, period, and fees, and in the remaining scope terms for the use of the Services will be subject to conditions set forth in this Agreement. +5.9. **Withdrawal and Refund**. You may withdraw from the Terms and claim a refund of fees within 14 days after its execution, provided that the Services have not been activated during that period. You can find all the details regarding the refund in our Refund Policy. ## 6. SUBSCRIPTION FEES -6.1. **Terms of Payment**. Unless otherwise agreed by the parties, Subscription Fees will be payable in USD via a credit card on a going-forward basis and will be subject to this Section 6. +6.1. **Payment**. Unless otherwise agreed by the parties in writing, Subscription Fees will be payable in USD via a credit card on a going-forward basis according to this Section 6. -6.2. **Taxes**. All Subscription Fees and other amounts payable by you under this Agreement are exclusive of taxes and similar assessments. Without limiting the foregoing, you are responsible for all sales, use, excise taxes, and any other similar taxes, duties, and charges of any kind, other than any taxes imposed on our income. +6.2. **Taxes**. All Subscription Fees and other amounts payable by you under the Terms are exclusive of taxes and similar assessments. Without limiting the foregoing, you are responsible for all sales, use, excise taxes, and any other similar taxes, duties, and charges of any kind, other than any taxes imposed on our income. 6.3. **Late Payment**. If you fail to make any payment when due then, in addition to all other remedies that may be available: (a) we may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (b) you will reimburse us for all reasonable costs incurred by us in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (c) if such failure continues for fourteen (14) days following written notice, we may suspend performance of the Services until all past due amounts and interest have been paid, without incurring any obligation or liability to you or any other person by reason of such suspension. -6.4. **Subscription Fees Increases**. Separately from any changes in Subscription Fees due to the upgrade of the relevant Metrics, we may increase Fees for any Subscription Period before its start by providing you a notice prior to the commencement of the next Subscription Period. Your continued use of the Services constitutes your acceptance of such changed Subscription Fees. +6.4. Subscription Fees Increases. Separately from any changes in Subscription Fees due to the upgrade of the relevant Metrics, we may increase Fees for any Subscription Period before its start by providing you with a notice prior to the commencement of the next Subscription Period. Your continued use of the Services constitutes your acceptance of such changed Subscription Fees. ## 7. SUSPENSION AND TERMINATION -7.1. **Suspension**. Without limiting any other provision of the Agreement, we reserve the right to, in our sole discretion and without notice or liability, deny access to and use of the Services (including blocking certain IP addresses), to any person for any reason including but not limited to (a) proven or suspected breach of any representation, warranty or covenant contained in the Agreement or of any applicable law or regulation; (b) your use of the Services poses a risk to the Services, our other customers, or us (including our infrastructure, security, and third-party relationships); (c) your use of the Services could subject us to liability or (d) you are past due in the payment of Subscription Fee. We will provide you with prompt notice of any suspension. +7.1. **Suspension**. Without limiting any other provision of the Terms, we reserve the right to, in our sole discretion and without notice or liability, deny access to and use of the Services (including blocking certain IP addresses), to any person for any reason including but not limited to (a) proven or suspected breach of any representation, warranty or covenant contained in the Terms or of any applicable law or regulation; (b) your use of the Services poses a risk to the Services, our other customers, or us (including our infrastructure, security, and third-party relationships); (c) your use of the Services could subject us to liability or (d) you are past due in the payment of Subscription Fees. We will provide you with prompt notice of any suspension. -7.2. **Effect of Suspension**. If we suspend your access to the Services for any reason set out in the Agreement, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress. +7.2. **Effect of Suspension**. If we suspend your access to the Services for any reason set out in the Terms, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress. -7.3. **Termination for Cause**. Notwithstanding the termination for convenience as described in Section 5, Either Party may terminate this Agreement, effective on written notice to the other party, if the other party (a) materially breaches this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach; (b) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (c) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (d) makes or seeks to make a general assignment for the benefit of its creditors; or (e) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. +7.3. **Termination for Cause**. Notwithstanding the termination for convenience as described in Section 5, either party may terminate the Terms, effective on written notice to the other party, if the other party (a) materially breaches the Terms (including any incorporated documents), and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured 30 days after the non-breaching party provides the breaching party with a written notice of such breach; (b) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (c) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (d) makes or seeks to make a general assignment for the benefit of its creditors; or (e) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. -7.4. **Effect of Termination**. Upon any termination of this Agreement, except as expressly otherwise provided in this Agreement: (a) all rights, licenses, consents, and authorizations granted by either party to the other will immediately terminate; (b) we will immediately cease all use of any Client Data and at your request destroy, all documents and tangible materials containing or based on Client Data and erase all Client Data from all our systems, provided that, for clarity, our obligations under this Section 7.4 do not apply to any Resultant Data or other data that is required to establish proof of a right or a contract, which will be stored for the duration provided by enforceable law; (c) you will immediately cease all use of any Services and within sixty (60) days destroy, all documents and tangible materials containing or based on any our materials, including Documentation and erase all our materials from the systems you directly or indirectly control. You acknowledge and agree that you are responsible to retrieve Client Data from the Services prior to the termination of this Agreement. +7.4. **Effect of Termination**. Upon any termination of the Terms, except as expressly otherwise provided in the Terms: (a) all rights, licenses, consents, and authorizations granted by either party to the other will immediately terminate; (b) we will immediately cease all use of any Customer Data and at your request destroy all documents and tangible materials containing or based on Customer Data and erase all Customer Data from all our systems, provided that, for clarity, our obligations under this Section 7.4 do not apply to any Resultant Data or other data that is required to establish proof of a right or a contract, which will be stored for the duration provided by applicable law; (c) you will immediately cease all use of any Services and destroy all documents and tangible materials containing or based on any our materials, including Documentation and erase all our materials from the systems you directly or indirectly control. You acknowledge and agree that you are responsible to retrieve Customer Data from the Services prior to the termination of the Terms. -7.5. **Surviving Terms**. The provisions set forth in the following sections, and any other right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: 3.1, 3.2, 3.4, 3.7, 7.4, 7.5, 8.4, 9, 10, 12. +7.5. **Surviving Provisions**. The provisions set forth in the following sections, and any other right or obligation of the parties in the Terms that, by its nature, should survive termination or expiration of the Terms, will survive any expiration or termination of the Terms: 3.1, 3.2, 3.4, 3.7, 7.4, 7.5, 8.4, 9, 10, 12. ## 8. REPRESENTATIONS AND WARRANTIES -8.1. **Mutual Representations and Warranties**. Each party represents and warrants to the other party that it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under this Agreement. +8.1. **Mutual Representations and Warranties**. Each party represents and warrants to the other party that it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under the Terms. -8.2. **Additional Spacelift Representations, Warranties, and Covenants**. We represent, warrant, and covenant to you that (a) we will perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards and will devote adequate resources to meet its obligations under this Agreement; (b) the Services will be performed materially in accordance with the applicable Documentation; (c) to the best of our knowledge, the Services is free from any viruses, worms, malware, or other malicious source code. +8.2. **Additional Spacelift Representations, Warranties, and Covenants**. We represent, warrant, and covenant to you that (a) we will perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards and will devote adequate resources to meet our obligations under the Terms; (b) the Services will be performed materially in accordance with the applicable Documentation; (c) to the best of our knowledge, the Services are free from any viruses, worms, malware, or other malicious source code. -8.3. **Additional Client Representations, Warranties, and Covenants**. You represent, warrant, and covenant to us that (a) you own or otherwise have and will have the necessary rights and consents in and relating to the Client Data so that, as received by us and processed in accordance with this Agreement, they do not and will not infringe, misappropriate, or otherwise violate any IPR, or any privacy or other rights of any third party or violate any applicable law; (b) all registration information you submit will be true, accurate, current, and complete and relate to you and not a third party; (c) you will maintain the accuracy of such information and promptly update such information as necessary; (d) you will keep your access credentials confidential and will be responsible for all use of your access credentials; (e) you are aware that you may not access or use the Services for any purpose other than that for which we make the Services available and (f) you are at least eighteen years of age. +8.3. **Additional Customer Representations, Warranties, and Covenants**. You represent, warrant, and covenant to us that (a) you own or otherwise have and will have the necessary rights and consents in and relating to Customer Data so that, as received by us and processed in accordance with the Terms, they do not and will not infringe, misappropriate, or otherwise violate any IPR, or any privacy or other rights of any third party or violate any applicable law; (b) all registration information you submit will be true, accurate, current, complete and relate to you and not a third party; (c) you will maintain the accuracy of such information and promptly update such information as necessary; (d) you will keep your access credentials confidential and will be responsible for all use of your access credentials; (e) you are aware that you may not access or use the Services for any purpose other than that for which we make the Services available, (f) you are at least eighteen years of age and (g) you confirm the warranties set in Section 12.7. -8.4. **DISCLAIMER OF WARRANTIES**. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 8, ALL SERVICES, DOCUMENTATION, AND WEBSITE ARE PROVIDED "AS IS." WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM THE COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY OF ANY KIND THAT THE SERVICES, DOCUMENTATION OR WEBSITE, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN THE CLIENT AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS. +8.4. **DISCLAIMER OF WARRANTIES**. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 8, ALL SERVICES, DOCUMENTATION, AND WEBSITE ARE PROVIDED "AS IS." WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM THE COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY OF ANY KIND THAT THE SERVICES, DOCUMENTATION OR WEBSITE, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS. ## 9. INDEMNIFICATION -9.1. **Spacelift Indemnification**. Subject to the remainder of this Section 9 and the liability limitations set forth in Section 10, we will indemnify, defend, and hold you harmless from and against any and all losses incurred by you resulting from any action by a third party that your use of the Services (excluding Client Data and any third-party materials) in accordance with this Agreement infringes or misappropriates IPR. The foregoing obligation does not apply to the extent that the alleged infringement arises from (a) any third-party materials or Client Data; (b) access to or use of the Services in combination with any hardware, system, software, network, or other materials or service not provided by us; (c) failure to timely implement any modifications, upgrades, replacements, or enhancements made available to you by us or on our behalf; or (d) use of the Services other than in accordance with the terms and conditions of this Agreement and the Documentation. THIS SECTION 9 SETS FORTH THE CLIENT’S SOLE REMEDIES AND SPACELIFT’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES AND ANY OTHER PROVIDER MATERIALS OR ANY SUBJECT MATTER OF THIS AGREEMENT INFRINGES, MISAPPROPRIATES OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. +9.1. **Spacelift Indemnification**. Subject to the remainder of this Section 9 and the liability limitations set forth in Section 10, we will indemnify, defend, and hold you harmless from and against any and all losses incurred by you resulting from any action by a third party, that your use of the Services (excluding Customer Data and any third-party materials) in accordance with these Terms infringes or misappropriates IPR. The foregoing obligation does not apply to the extent that the alleged infringement arises from (a) any third-party materials or Customer Data; (b) access to or use of the Services in combination with any hardware, system, software, network, or other materials or service not provided by us; (c) failure to timely implement any modifications, upgrades, replacements, or enhancements made available to you by us or on our behalf; or (d) use of the Services other than in accordance with the Terms and the Documentation. THIS SECTION 9 SETS FORTH YOUR SOLE REMEDIES AND SPACELIFT’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES, DOCUMENTATION, WEBSITE AND ANY OTHER SPACELIFT MATERIALS OR ANY SUBJECT MATTER OF THE TERMS INFRINGE, MISAPPROPRIATE OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. -9.2. **Mitigation**. If the Services or any of the other Spacelift’s materials are, or in our opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party IPR, or if your or your Authorized User's use of the Services or other Spacelift’s materials is enjoined or threatened to be enjoined, we may, at our option and sole cost and expense: (a) obtain the right for you to continue to use the Services and said materials materially as contemplated by this Agreement, or (b) modify or replace the Services and said materials. +9.2. **Mitigation**. If the Services, Documentation, or any of the other Spacelift’s materials are, or in our opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party IPR, or if you or your Authorized User's use of the Services, Documentation or other Spacelift’s materials is enjoined or threatened to be enjoined, we may, at our option and sole cost and expense: (a) obtain the right for you to continue to use the Services and said materials materially as contemplated by the Terms, or (b) modify or replace the Services and said materials. -9.3. **Client Indemnification**. You will indemnify, defend, and hold us harmless from and against any and all losses incurred by us resulting from any action by a third party to the extent that such losses arise out of or result from, or are alleged to arise out of or result from: (a) your use of the Services; (b) Client Data, including any processing of Client Data by us or on our behalf in accordance with this Agreement; (c) any other materials or information (including any documents, data, or technology) provided by you or on your behalf, (d) your breach of any of its representations, warranties, covenants, or obligations under this Agreement; or (e) negligence or more culpable act or omission (including recklessness or willful misconduct) by you, any Authorized User, or any third party acting on your behalf or any Authorized User, in connection with this Agreement, provided, that Client will have no obligation under this Section 9.3 to the extent the applicable claim arises from Spacelift’s breach of this Agreement. +9.3. **Customer Indemnification**. You will indemnify, defend, and hold us harmless from and against any and all losses incurred by us resulting from any action by a third party to the extent that such losses arise out of or result from, or are alleged to arise out of or result from: (a) your use of the Services; (b) Customer Data, including any processing of Customer Data by us or on our behalf in accordance with the Terms; (c) any other materials or information (including any documents, data, or technology) provided by you or on your behalf, (d) your breach of any of its representations, warranties, covenants, or obligations under the Terms; or (e) negligence or more culpable act or omission (including recklessness or willful misconduct) by you, any Authorized User, or any third party acting on your behalf or any Authorized User, in connection with the Terms, provided, that you will have no obligation under this Section 9.3 to the extent the applicable claim arises from Spacelift’s breach of the Terms. -9.4. **Indemnification Procedure**. Each party’s indemnification obligations are conditioned on the indemnified party: (a) promptly giving written notice of the claim to the indemnifying party; (b) giving the indemnifying party sole control of the defense and settlement of the claim; and (c) providing to the indemnifying party all available information and assistance in connection with the claim, at the indemnifying party’s request and expense. The indemnified party may participate in the defense of the claim, at the indemnified party’s sole expense (not subject to reimbursement). Neither party may admit liability for or consent to any judgment or concede or settle or compromise any claim unless such admission or concession or settlement or compromise includes a full and unconditional release of the other Party from all liabilities in respect of the such claim. +9.4. **Indemnification Procedure**. Each party’s indemnification obligations are conditioned on the indemnified party: (a) promptly giving written notice of the claim to the indemnifying party; (b) giving the indemnifying party sole control of the defense and settlement of the claim; and (c) providing to the indemnifying party all available information and assistance in connection with the claim, at the indemnifying party’s request and expense. The indemnified party may participate in the defense of the claim, at the indemnified party’s sole expense (not subject to reimbursement). Neither party may admit liability for or consent to any judgment or concede or settle or compromise any claim unless such admission or concession or settlement or compromise includes a full and unconditional release of the other party from all liabilities in respect of the such claim. ## 10. LIABILITY -10.1. **Exclusion of Liability** In no event will Spacelift have any obligation or liability arising from (a) use or inability to use any Services if modified or combined with materials not provided by us; (b) statements or conduct of any third party on or in the Services, (c) any Client Data, (d) any failure by Client to comply with the Agreement; and (e) damages suffered by the Client or Authorized Users, or any other person having arisen due to the third-party claims (other than described in Section 9.1), suspension or termination of the Services, or for other reasons arising from the Client’s fault. +10.1. **Exclusion of Liability** In no event will Spacelift have any obligation or liability arising from (a) use or inability to use any Services if modified or combined with materials not provided by us; (b) statements or conduct of any third party on or in the Services, (c) any Customer Data, (d) any failure by Customer to comply with the Terms; and (e) damages suffered by Customer or Authorized Users, or any other person having arisen due to the third-party claims (other than described in Section 9.1), suspension or termination of the Services, or (f) any other reasons arising from Customer’s fault or responsibility. -10.2. **EXCLUSION OF DAMAGES**. EXCEPT AS OTHERWISE PROVIDED IN SECTION 10.4 AND TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL SPACELIFT OR ANY OF ITS LICENSORS OR SERVICE PROVIDERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL OR REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. +10.2. **EXCLUSION OF DAMAGES**. EXCEPT AS OTHERWISE PROVIDED IN SECTION 10.4 AND TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL SPACELIFT OR ANY OF ITS LICENSORS OR SERVICE PROVIDERS BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL OR REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. -10.3. **CAP ON MONETARY LIABILITY**. SPACELIFT WILL ONLY BE LIABLE FOR DIRECT DAMAGES EXCLUDING ANY SITUATION FOR WHICH WE ARE NOT RESPONSIBLE OR WHICH ARE CAUSED BY EVENTS OUTSIDE OUR REASONABLE CONTROL. HOWEVER, EXCEPT AS OTHERWISE PROVIDED IN SECTION 10.4, IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF SPACELIFT ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE GREATER OF (a) THE TOTAL AMOUNTS PAID TO SPACELIFT UNDER THIS AGREEMENT IN THE 6 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (b) THE AMOUNT OF 5000 USD. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. +10.3. **CAP ON MONETARY LIABILITY**. SPACELIFT WILL ONLY BE LIABLE FOR DIRECT DAMAGES EXCLUDING ANY SITUATION FOR WHICH WE ARE NOT RESPONSIBLE OR WHICH ARE CAUSED BY EVENTS OUTSIDE OUR REASONABLE CONTROL. HOWEVER, EXCEPT AS OTHERWISE PROVIDED IN SECTION 10.4, IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF SPACELIFT ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE GREATER OF (a) THE TOTAL AMOUNTS PAID TO SPACELIFT UNDER THESE TERMS IN THE 6 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (b) THE AMOUNT OF 5000 USD. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 10.4. **Exceptions**. NOTHING IN THIS SECTION 10 WILL BE DEEMED TO LIMIT EITHER PARTY’S LIABILITY FOR WILLFUL MISCONDUCT, GROSS NEGLIGENCE, FRAUD, OR INFRINGEMENT BY ONE PARTY OF THE OTHER’S INTELLECTUAL PROPERTY RIGHTS. ## 11. PROVISIONS RELATING TO CONSUMERS -11.1. **Right to Withdraw**. If you are a natural person and have your habitual residence within a Member State of the European Union or the European Economic Area and are entering into the Agreement as a consumer (i.e. for purposes which are outside your trade, business, craft or profession), you have the right to withdraw from the contract as described below. +11.1. **Right to Withdraw**. If you are a natural person and have your habitual residence within a Member State of the European Union or the European Economic Area and are entering into the Terms as a consumer (i.e. for purposes which are outside your trade, business, craft or profession), you have the right to withdraw from the contract as described below. -11.2. **Withdrawal Period**. You have the right to withdraw from this Agreement (concluded under any Subscription Plan) within 14 days without giving any reason. The withdrawal right will expire after 14 days from the day of the conclusion of the Agreement. +11.2. **Withdrawal Period**. You have the right to withdraw from the Terms (concluded under any Subscription Plan) within 14 days without giving any reason. The withdrawal right will expire after 14 days from the day of the conclusion of the Terms. -11.3. **Exercise of the Right to Withdraw**. To exercise the right of withdrawal, you must inform us, Spacelift, Inc, of your decision to withdraw from this Agreement by an unequivocal statement (e.g. an e-mail sent to [legal@spacelift.io](mailto:legal@spacelift.io)). To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period expires. +11.3. **Exercise of the Right to Withdraw**. To exercise the right of withdrawal, you must inform us, Spacelift, Inc., of your decision to withdraw from the Terms by an unequivocal statement (e.g. an e-mail sent to [legal@spacelift.io](mailto:legal@spacelift.io)). To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period expires. 11.4. **Model Withdrawal Form**. To exercise your right of withdrawal, you may use the model withdrawal form, included in Appendix No. 2 to the Act on Consumer Rights of May 20, 2014, but this is not obligatory. -11.5. **Effect of the Withdrawal**. If you withdraw from this Agreement, we will reimburse you all payments received from you, without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from this Agreement. We will carry out such reimbursement using the same means of payment as you used for the initial transaction unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement. +11.5. **Effect of the Withdrawal**. If you withdraw from the Terms, we will reimburse you all payments received from you, without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from the Terms. We will carry out such reimbursement using the same means of payment as you used for the initial transaction unless you have expressly agreed otherwise. -11.6. **Consumer Rights**. Nothing in the Agreement will affect your legal rights as a consumer. If any provision of the Agreement does not comply with the relevant law for you as a consumer, the relevant law will apply instead of this provision. The severability clause equally applies. In case of any concerns, questions, or doubts, contact us at [legal@spacelift.io](mailto:legal@spacelift.io). +11.6. **Consumer Rights**. Nothing in the Terms will affect your legal rights as a consumer. If any provision of the Terms does not comply with the applicable law for you as a consumer, the applicable law will apply instead of this provision. The severability clause equally applies. In case of any concerns, questions, or doubts, contact us at [legalt@spacelift.io](mailto:legal@spacelift.io) -11.7. **Complaints**. If you have a complaint about Services, you should contact us at [contact@spacelift.io](mailto:contact@spacelift.io), providing as much detail as possible about the complaint, together with your name, date of execution of the Agreement, and expected means of settling a complaint. We will respond by confirming receipt and will investigate the matter. Upon receiving the complaint, we will investigate the complaint internally, taking into account the importance and complexity of the issue raised, and get back to you no later than 30 days from the receipt of the complaint. +11.7. **Complaints**. If you have a complaint about Services, you should contact us at [contact@spacelift.io](mailto:contact@spacelift.io), providing as much detail as possible about the complaint, together with your name, the Terms’s Effective Date, and expected means of settling a complaint. We will respond by confirming receipt and will investigate the matter. Upon receiving the complaint, we will investigate the complaint internally, taking into account the importance and complexity of the issue raised, and get back to you no later than 30 days from the receipt of the complaint. 11.8. **ADR**. If you are a consumer, you may consider Alternative Dispute Resolution means in the event of a dispute with us, including referring to the trade inspection, a consumer ombudsman, or an organization whose statutory tasks include consumer protection. ## 12. FINAL PROVISIONS -12.1. **Current Version of Agreement**. Usage of the Services is subject to the then-current version of the Agreement posted on the Website and we advise you to periodically review the latest currently effective Agreement. We reserve the right to update the provisions of the Agreement from time to time at our sole discretion. The updated Agreement version supersedes all prior versions, as well as is effective and binding immediately after posting on the Website. Your continued use of the Services on or after the date of the updated version of the Agreement is effective and constitutes your acceptance of such updated terms. If you do not agree to our updated Agreement, you can terminate the Subscription in accordance with Section 5. +12.1. **Current Version of the Terms**. Usage of the Services is subject to the then-current version of the Terms posted on the Website and we advise you to periodically review the latest currently effective Terms. We reserve the right to update the provisions of the Terms from time to time at our sole discretion. The updated Terms version supersedes all prior versions, as well as is effective and binding immediately after posting on the Website. Your continued use of the Services on or after the date of the updated version of the Terms is effective and constitutes your acceptance of such updated provisions. If you do not agree to our updated Terms, you can terminate the Subscription in accordance with Section 5. -12.2. **Applicable Law and Jurisdiction**. This Agreement is governed by and construed in accordance with the Applicable Law without giving effect to any choice or conflict of law provision of any jurisdiction. Any legal suit, action, or proceeding arising out of or related to this Agreement will be subject to the exclusive jurisdiction of the Applicable Jurisdiction as provided in the following table: +12.2. **Applicable Law and Jurisdiction**. These Terms are governed by and construed in accordance with the Applicable Law (stated below) without giving effect to any choice or conflict of law provision of any jurisdiction. Any legal suit, action, or proceeding arising out of or related to these Terms will be subject to the exclusive jurisdiction of the Applicable Jurisdiction as provided in the following table: | Client | Applicable Law | Applicable Jurisdiction | | ------ | -------------- | ----------------------- | | Consumers residing in the Member State of the European Union or the European Economic Area | Poland | Warsaw, Poland | -| Other Clients | State of Delaware, US | County New Castle, Delaware, US | +| Other Customers | State of Delaware, US | County New Castle, Delaware, US | Each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. -12.3. **Contact details**. In order to resolve a complaint regarding the Services, receive further information regarding the use of the Services, or send any notice to Spacelift, please contact us by email at [contact@spacelift.io](mailto:contact@spacelift.io). +12.3. **Contact details**. For any formal notices or complaints, please contact [legal@spacelift.io](mailto:legal@spacelift.io). In any other matters, including any inquiry about the use of the Services, please contact us at [contact@spacelift.io](mailto:contact@spacelift.io). -12.4. **Notices**. Except as otherwise expressly set forth in this Agreement, any notice, request, consent, claim, demand, waiver, or other communications under this Agreement have legal effect and will be deemed effectively given: (a) when received, if delivered by hand or with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier or by certified or registered mail, signature required; or (c) when sent, if by email, if sent during the addressee's normal business hours, and on the next business day, if sent after the addressee's normal business hours. +12.4. **Notices**. Except as otherwise expressly set forth in the Terms, any notice, request, consent, claim, demand, waiver, or other communications under these Terms have legal effect and will be deemed effectively given: (a) when received, if delivered by hand or with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier or by certified or registered mail, signature required; or (c) when sent, if by email, if sent during the addressee's normal business hours, and on the next business day, if sent after the addressee's normal business hours. -12.5. **Feedback**. If you provide us with any suggestions, comments, recommendations, opinions, or other information relating to the Services or Website (“**Feedback**”), you grant us a royalty-free, non-exclusive, irrevocable, perpetual, worldwide right and license to use the Feedback on our websites or in marketing materials. We reserve the right to remove any Feedback posted on the Website if, in our opinion, such Feedback does not comply with the Agreement or applicable law. +12.5. **Feedback**. If you provide us with any suggestions, comments, recommendations, opinions, or other information relating to the Services or Website (**“Feedback”**), you grant us a royalty-free, non-exclusive, irrevocable, perpetual, worldwide right and license to use the Feedback on our websites or in marketing materials. We reserve the right to remove any Feedback posted on the Website if, in our opinion, such Feedback does not comply with the Terms or applicable law. 12.6. **Logo usage**. You grant us the right to use your name and other indicia, such as logo or trademark in our list of current or former clients in promotional materials and on our websites. Any other announcement, statement, press release, or other publicity or marketing materials relating to your use of Services will be subject to your consent. -12.7. **Export Laws**. Each Party will comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services. Without limiting the generality of the foregoing, Client represents that it is not named on any U.S. government denied-party list and will not make the Services available to any user or entity that is located in a country that is subject to a U.S. government embargo, or is listed on any U.S. government list of prohibited or restricted parties. +12.7. **Export Laws**. Each party will comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services. Without limiting the generality of the foregoing, you represent and warrant that you are: (a) not a resident of a country sanctioned by the Office of Foreign Assets Control, Department of the Treasury (**“OFAC”**); (b) not currently identified on the Specially Designated Nationals and Blocked Persons List maintained by OFAC and/or on any other similar list maintained by the OFAC pursuant to any authorizing statute, executive order or regulation; (c) not a person or entity with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or executive order of the President of the United States; (d) not engaged in any activity or conduct that would breach any anti-corruption laws or anti-money laundering laws; and (e) not currently under investigation by any governmental authority for alleged criminal activity relating to the OFAC, Patriot Act Offenses, anti-corruption laws or anti-money laundering laws. -12.8. **Non-waiver**. Our failure to exercise or enforce any right or provision of the Agreement will not operate as a waiver of such right or provision. +12.8. **Non-waiver**. Our failure to exercise or enforce any right or provision of the Terms will not operate as a waiver of such right or provision. 12.9. **Assignment**. We may assign any or all of our rights and obligations to others at any time. We will notify you of any assignment. -12.0. **Severability**. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. +12.0. **Severability**. If any provision of the Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision of these Terms or invalidate or render unenforceable such provision in any other jurisdiction. -12.11. **No relationship**. There is no joint venture, partnership, employment, or agency relationship created between you and us as a result of the Agreement or use of the Services. +12.11. **No relationship**. There is no joint venture, partnership, employment, or agency relationship created between you and us as a result of the Terms or use of the Services. diff --git a/docs/product/archive/support.md b/docs/product/archive/support.md new file mode 100644 index 000000000..d8bf410c2 --- /dev/null +++ b/docs/product/archive/support.md @@ -0,0 +1,126 @@ +--- +description: Information about Spacelift support options. +--- +# Support + +These terms are no longer available after November 3, 2024 unless otherwise agreed to in applicable written agreements. + +{% if is_saas() %} +Spacelift offers a variety of support options for all users on both paid and free tiers. You should be able to find help using the resources linked below, regardless of how you use Spacelift. +{% else %} +Spacelift offers a variety of support options depending on your needs. You should be able to find help using the resources linked below, regardless of how you use Spacelift. +{% endif %} + +## Have you tried… + +Before reaching out for support, have you tried: + +- Searching [our documentation](../../README.md). Most answers can be found there. +{% if is_saas() %}- Checking [our status page](https://spacelift.statuspage.io/){: rel="nofollow"}. Our infrastructure team is on-call 24/7. This means that most of the time, by the time you notice something is amiss, someone is already looking into it. Also, some issues are caused by third parties having incidents that are out of our control (e.g., Source Control provider issues).{% endif %} +- Reviewing the [Scope of Support section](../support/README.md#scope-of-support) to understand what is within the scope of Spacelift support. + +## Contacting Support + +{% if is_saas() %} +| Plan | How to get support | +| --------------- | ------------------------------------------------------------ | +| **Free** | Open a conversation in the Spacelift chat widget | +| **Cloud** | Open a support ticket in the shared Slack channel (preferred, when available) or open a conversation in the chat widget in the bottom-right corner of the screen | +| **Enterprise** | Open a support ticket in the shared Slack channel (preferred, when available) or open a conversation in the chat widget in the bottom-right corner of the screen | +| **Self-Hosted** | For technical questions related to the Spacelift product, open a support ticket in the shared Slack channel (preferred, when available), or email <[support@spacelift.io](mailto:support@spacelift.io)> if using Slack is not possible. | + +{% else %} + +For technical questions related to the Spacelift product, open a support ticket in the shared Slack channel (preferred, when available), or email <[support@spacelift.io](mailto:support@spacelift.io)> if using Slack is not possible. + +{% endif %} + +Questions related to billing, purchasing, or subscriptions should be sent to [ar@spacelift.io](mailto:ar@spacelift.io). + +## Support SLA + +The SLA times listed below are the timeframes in which you can expect the first response. Spacelift will make the best effort to resolve any issues to your satisfaction as quickly as possible. However, the SLA times are not to be considered as an expected time-to-resolution. + +{% if is_saas() %} + +### Free Plan + +Support to the Free plan users is provided on a best-effort basis. There is no commitment to a specific response time. + +### Cloud Plan + +| Severity | First Response Time | Working Hours | +| -------------------- | ------------------- | --------------------------- | +| **Critical** | 1 hour | 24x7 | +| **Major** | 24 hours | 4 am - 8 pm (ET), Mon - Fri | +| **Minor** | 48 hours | 4 am - 8 pm (ET), Mon - Fri | +| **General Guidance** | 72 hours | 4 am - 8 pm (ET), Mon - Fri | + +### Enterprise Plan + +| Severity | First Response Time | Working Hours | +| -------------------- | ------------------- | --------------------------- | +| **Critical** | 1 hour | 24x7 | +| **Major** | 8 hours | 4 am - 8 pm (ET), Mon - Fri | +| **Minor** | 48 hours | 4 am - 8 pm (ET), Mon - Fri | +| **General Guidance** | 72 hours | 4 am - 8 pm (ET), Mon - Fri | + +### Self-Hosted Plan + +{% endif %} + +| Severity | First Response Time | Working Hours | +| -------------------- | ------------------- | --------------------------- | +| **Critical** | 1 hour | 24x7 | +| **Major** | 8 hours | 4 am - 8 pm (ET), Mon - Fri | +| **Minor** | 48 hours | 4 am - 8 pm (ET), Mon - Fri | +| **General Guidance** | 72 hours | 4 am - 8 pm (ET), Mon - Fri | + +Spacelift has support engineers in Europe and the US. They observe local holidays, so the working hours might change on those days. We have engineers on-call 24/7 for Critical incidents, so those are not impacted by holidays. + +### Definitions of Severity Level + +- **Severity 1 - Critical**: A critical incident with very high impact (e.g., A customer-facing service is down for all customers). +- **Severity 2 - Major**: A major incident with significant impact. (e.g., A customer-facing service is down for a sub-set of customers). +- **Severity 3 - Minor**: A minor incident with low impact: + - Spacelift use has a minor loss of operational functionality, regardless of the environment or usage (e.g., A system bug creates a minor inconvenience to customers). + - Important Spacelift features are unavailable or somewhat slowed, but a workaround is available. +- **Severity 4 - General Guidance**: Implementation or production use of Spacelift is continuing, and work is not impeded (e.g., Information, an enhancement, or documentation clarification is requested, but there is no impact on the operation of Spacelift). + +Severity is assessed by Spacelift engineers based on the information at their disposal. Make sure to clearly and thoroughly communicate the extent and impact of an incident when reaching out to support to ensure it gets assigned the appropriate severity. + +## Scope of Support + +The scope of support, in the simplest terms, is what we support and what we do not. Ideally, we would support everything. However, without reducing the quality of our support or increasing the price of our product, this would be impossible. These "limitations" help create a more consistent and efficient support experience. + +Please understand that any support that might be offered beyond the scope defined here is done at the discretion of the Support Engineer and is provided as a courtesy. + +### Spacelift Features and Adjacent Technologies + +Of course, we provide support for all Spacelift features, but also for adjacent parts of the third parties we integrate with. + +Here are some examples of what is in scope and what is not for some of the technologies we support: + +| Technology | In Scope | Out of Scope | +| ------------------ | ------------------------------------------------------------ | -------------------------------------------------------- | +| **Cloud Provider** | Helping configure the permissions used with a [Cloud Integration](../../integrations/cloud-providers/README.md) | Helping architecture a cloud account | +| **IaC Tool** | Helping troubleshoot a failed deployment | Helping architecture your source code | +| **VCS Provider** | Helping troubleshoot events not triggering Spacelift runs | Advising how to best configure a VCS provider repository | + +### Requirements + +Spacelift cannot provide training on the use of the underlying technologies that Spacelift integrates with. Spacelift is a product aimed at technical users, and we expect our users to be versed in the basic usage of the technologies related to features that they seek support for. + +For example, a customer looking for help with a Kubernetes integration should understand Kubernetes to the extent that they can retrieve log files or perform other essential tasks without in-depth instruction. + +{% if is_self_hosted() %}For Self-Hosted, we do not provide support for the underlying cloud account that hosts Spacelift. We expect the network, security, and other components to be configured and maintained in a way that is compatible with [Spacelift requirements](../administration/install.md){% endif %} + +### Feature Preview + +#### Alpha Features + +Alpha features are not yet thoroughly tested for quality and stability, may contain bugs or errors, and be prone to see breaking changes in the future. You should not depend on them, and the functionality is subject to change. As such, support is provided on a best-effort basis. + +#### Beta Features + +We provide support for Beta features on a commercially-reasonable effort basis. Because they are not yet thoroughly tested for quality and stability, we may not yet have identified all the corner cases and may be prone to see breaking changes in the future. Also, troubleshooting might require more time and assistance from the Engineering team. diff --git a/docs/product/support/README.md b/docs/product/support/README.md index 2a5942e5a..843e495a1 100644 --- a/docs/product/support/README.md +++ b/docs/product/support/README.md @@ -2,15 +2,15 @@ description: Information about Spacelift support options. --- -# Support +# Support {% if is_saas() %} -Spacelift offers a variety of support options for all users on both paid and free tiers. You should be able to find help using the resources linked below, regardless of how you use Spacelift. +Spacelift offers support at three different levels depending on the product tier you purchased. Please refer to your agreement with Spacelift to clarify which support level applies. {% else %} Spacelift offers a variety of support options depending on your needs. You should be able to find help using the resources linked below, regardless of how you use Spacelift. {% endif %} -## Have you tried… +## Have you tried… Before reaching out for support, have you tried: @@ -18,80 +18,78 @@ Before reaching out for support, have you tried: {% if is_saas() %}- Checking [our status page](https://spacelift.statuspage.io/){: rel="nofollow"}. Our infrastructure team is on-call 24/7. This means that most of the time, by the time you notice something is amiss, someone is already looking into it. Also, some issues are caused by third parties having incidents that are out of our control (e.g., Source Control provider issues).{% endif %} - Reviewing the [Scope of Support section](./README.md#scope-of-support) to understand what is within the scope of Spacelift support. -## Contacting Support +## Contacting Support {% if is_saas() %} -| Plan | How to get support | -| --------------- | ------------------------------------------------------------ | -| **Free** | Open a conversation in the Spacelift chat widget | -| **Cloud** | Open a support ticket in the shared Slack channel (preferred, when available) or open a conversation in the chat widget in the bottom-right corner of the screen | -| **Enterprise** | Open a support ticket in the shared Slack channel (preferred, when available) or open a conversation in the chat widget in the bottom-right corner of the screen | -| **Self-Hosted** | For technical questions related to the Spacelift product, open a support ticket in the shared Slack channel (preferred, when available), or email if using Slack is not possible. | +| Plan | How to get support | +| ---------- | --------------------------------------------------------------------------------------------------------------------------- | +| **Bronze** | Message us at [support@spacelift.io](mailto:support@spacelift.io) (preferred) or open a conversation in the chat widget in the bottom-right corner of the screen | +| **Silver** | Open a support ticket in the shared Slack channel (preferred, when available), message us at [support@spacelift.io](mailto:support@spacelift.io) or open a conversation in the chat widget in the bottom-right corner of the screen | +| **Gold** | Open a support ticket in the shared Slack channel (preferred, when available), message us at [support@spacelift.io](mailto:support@spacelift.io) or open a conversation in the chat widget in the bottom-right corner of the screen | + {% else %} -For technical questions related to the Spacelift product, open a support ticket in the shared Slack channel (preferred, when available), or email if using Slack is not possible. -{% endif %} -Questions related to billing, purchasing, or subscriptions should be sent to [ar@spacelift.io](mailto:ar@spacelift.io). +| Plan | How to get support | +| ---------- | --------------------------------------------------------------------------------------------------------------------------- | +| **Gold** | Open a support ticket in the shared Slack channel (preferred, when available), message us at [support@spacelift.io](mailto:support@spacelift.io) or open a conversation in the chat widget in the bottom-right corner of the screen | -## Support SLA +{% endif %} -The SLA times listed below are the timeframes in which you can expect the first response. Spacelift will make the best effort to resolve any issues to your satisfaction as quickly as possible. However, the SLA times are not to be considered as an expected time-to-resolution. +Questions related to: -{% if is_saas() %} +- billing, purchasing, or invoicing should be sent to [ar@spacelift.io](mailto:ar@spacelift.io). +- your current subscriptions, add-ons, or renewals should be sent to your Customer Success Manager (if assigned) or [cs@spacelift.io](mailto:cs@spacelift.io). -### Free Plan +## Support via Slack Channels -Support to the Free plan users is provided on a best-effort basis. There is no commitment to a specific response time. +For tickets opened in Slack channels, our commitment to meeting the service level agreements (SLAs) as described below is contingent upon having the Slack support channel integrated within our workspace, equipped with our monitoring and ticketing tools. -### Cloud Plan +To ensure optimal support and SLA compliance, we recommend that all support interactions occur within the designated channels within our Slack workspace. -| Severity | First Response Time | Working Hours | -| -------------------- | ------------------- | --------------------------- | -| **Critical** | 1 hour | 24x7 | -| **Major** | 24 hours | 4 am - 8 pm (ET), Mon - Fri | -| **Minor** | 48 hours | 4 am - 8 pm (ET), Mon - Fri | -| **General Guidance** | 72 hours | 4 am - 8 pm (ET), Mon - Fri | +## Support SLA -### Enterprise Plan +The SLA times listed below are the timeframes in which you can expect the first response. Spacelift will make a reasonable effort to adhere to the response times provided below and resolve any issues to your satisfaction as quickly as possible. However, the SLA times are not to be considered an expected time to resolution. -| Severity | First Response Time | Working Hours | -| -------------------- | ------------------- | --------------------------- | -| **Critical** | 1 hour | 24x7 | -| **Major** | 8 hours | 4 am - 8 pm (ET), Mon - Fri | -| **Minor** | 48 hours | 4 am - 8 pm (ET), Mon - Fri | -| **General Guidance** | 72 hours | 4 am - 8 pm (ET), Mon - Fri | +{% if is_saas() %} +| Severity | Bronze | Silver | Gold | +| -------------------- | ------------------- | ------------------- | ------------------ | +| **Critical**
24 x 7 | 4 hours | 3 hours | 1 hour | +| **Major**
_4 am - 8 pm ET, business days_* | Reasonable best effort | 8 business hours | 4 business hours | +| **Minor**
_4 am - 8 pm ET, business days_* | Reasonable best effort | 48 business hours | 24 business hours | +| **General Guidance**
_4 am - 8 pm ET, business days_* | Reasonable best effort | 72 business hours | 72 business hours | -### Self-Hosted Plan +{% else %} -{% endif %} +| Severity | Gold | +| -------------------- | ------------------ | +| **Critical**
24 x 7 | 1 hour | +| **Major**
_4 am - 8 pm ET, business days_* | 4 business hours | +| **Minor**
_4 am - 8 pm ET, business days_* | 24 business hours | +| **General Guidance**
_4 am - 8 pm ET, business days_* | 72 business hours | -| Severity | First Response Time | Working Hours | -| -------------------- | ------------------- | --------------------------- | -| **Critical** | 1 hour | 24x7 | -| **Major** | 8 hours | 4 am - 8 pm (ET), Mon - Fri | -| **Minor** | 48 hours | 4 am - 8 pm (ET), Mon - Fri | -| **General Guidance** | 72 hours | 4 am - 8 pm (ET), Mon - Fri | +{% endif %} +\* _Business day_ - any day in which normal business operations are conducted (Mon-Fri, except for US public holidays) -Spacelift has support engineers in Europe and the US. They observe local holidays, so the working hours might change on those days. We have engineers on-call 24/7 for Critical incidents, so those are not impacted by holidays. +### Definitions of Severity Level -### Definitions of Severity Level +Below you will find the definition of severity for each issue: -- **Severity 1 - Critical**: A critical incident with very high impact (e.g., A customer-facing service is down for all customers). -- **Severity 2 - Major**: A major incident with significant impact. (e.g., A customer-facing service is down for a sub-set of customers). -- **Severity 3 - Minor**: A minor incident with low impact: - - Spacelift use has a minor loss of operational functionality, regardless of the environment or usage (e.g., A system bug creates a minor inconvenience to customers). +- **Severity 1 - Critical**: A critical issue of Spacelift product with very high impact (e.g., a customer-facing service is down for all customers). +- **Severity 2 - Major**: A major issue of Spacelift product with significant impact (e.g., a customer-facing service is down for a subset of customers). +- **Severity 3 - Minor**: A minor issue of Spacelift product with low impact: + - Spacelift use has a minor loss of operational functionality, regardless of the environment or usage (e.g., a system bug creates a minor inconvenience to users). - Important Spacelift features are unavailable or somewhat slowed, but a workaround is available. -- **Severity 4 - General Guidance**: Implementation or production use of Spacelift is continuing, and work is not impeded (e.g., Information, an enhancement, or documentation clarification is requested, but there is no impact on the operation of Spacelift). +- **Severity 4 - General Guidance**: Implementation or production use of Spacelift is continuing, and work is not impeded (e.g., information, an enhancement, or documentation clarification is requested, but there is no impact on the operation of the services provided by Spacelift). Severity is assessed by Spacelift engineers based on the information at their disposal. Make sure to clearly and thoroughly communicate the extent and impact of an incident when reaching out to support to ensure it gets assigned the appropriate severity. -## Scope of Support +## Scope of Support The scope of support, in the simplest terms, is what we support and what we do not. Ideally, we would support everything. However, without reducing the quality of our support or increasing the price of our product, this would be impossible. These "limitations" help create a more consistent and efficient support experience. -Please understand that any support that might be offered beyond the scope defined here is done at the discretion of the Support Engineer and is provided as a courtesy. +Please understand that any support that might be offered beyond the scope defined here is done at the discretion of the Support Engineer and is provided as a courtesy -### Spacelift Features and Adjacent Technologies +### Spacelift Features and Adjacent Technologies Of course, we provide support for all Spacelift features, but also for adjacent parts of the third parties we integrate with. @@ -103,7 +101,7 @@ Here are some examples of what is in scope and what is not for some of the techn | **IaC Tool** | Helping troubleshoot a failed deployment | Helping architecture your source code | | **VCS Provider** | Helping troubleshoot events not triggering Spacelift runs | Advising how to best configure a VCS provider repository | -### Requirements +### Requirements Spacelift cannot provide training on the use of the underlying technologies that Spacelift integrates with. Spacelift is a product aimed at technical users, and we expect our users to be versed in the basic usage of the technologies related to features that they seek support for. @@ -111,12 +109,24 @@ For example, a customer looking for help with a Kubernetes integration should un {% if is_self_hosted() %}For Self-Hosted, we do not provide support for the underlying cloud account that hosts Spacelift. We expect the network, security, and other components to be configured and maintained in a way that is compatible with [Spacelift requirements](../administration/install.md){% endif %} -### Feature Preview +### Feature Preview -#### Alpha Features +#### Alpha Features Alpha features are not yet thoroughly tested for quality and stability, may contain bugs or errors, and be prone to see breaking changes in the future. You should not depend on them, and the functionality is subject to change. As such, support is provided on a best-effort basis. -#### Beta Features +#### Beta Features We provide support for Beta features on a commercially-reasonable effort basis. Because they are not yet thoroughly tested for quality and stability, we may not yet have identified all the corner cases and may be prone to see breaking changes in the future. Also, troubleshooting might require more time and assistance from the Engineering team. +{% if is_saas() %} + +### Availability and Downtimes + +We will use commercially reasonable efforts to: + - maintain uptime of the SaaS services provided by Spacelift 99.8% of the time measured in a given calendar month, + - give you at least 24 hours prior notice of all scheduled maintenance of the SaaS services provided by Spacelift. + +You can check the current SaaS services’ availability status at [our status page](https://spacelift.statuspage.io/){: rel="nofollow"} and subscribe to be notified of any events. + +Please be aware that the availability of the services provided by Spacelift might be affected by factors beyond our control, such as third party failures, interruptions or outages (which are not taken into account to calculate the uptime). +{% endif %} diff --git a/nav.self-hosted.yaml b/nav.self-hosted.yaml index 452b04ff6..6ed3ae06d 100644 --- a/nav.self-hosted.yaml +++ b/nav.self-hosted.yaml @@ -178,10 +178,13 @@ nav: - product/support/README.md - product/disaster-continuity.md - product/onboarding-best-practices.md + - Archive: + - product/archive/support.md - ⚖️ Legal: - legal/terms.md - legal/refund-policy.md - legal/privacy.md - legal/cookie-policy.md + - legal/DPA.md - Archive: - legal/archive/terms.md diff --git a/nav.yaml b/nav.yaml index dfa91b75d..b4d64d8de 100644 --- a/nav.yaml +++ b/nav.yaml @@ -183,11 +183,14 @@ nav: - product/billing/aws-marketplace.md - product/billing/usage.md - product/onboarding-best-practices.md + - Archive: + - product/archive/support.md - ⚖️ Legal: - legal/terms.md - legal/refund-policy.md - legal/privacy.md - legal/cookie-policy.md + - legal/DPA.md - Archive: - legal/archive/terms.md - 🏰 Self-Hosted: self-hosted.md