Terms of Service
1. Your Agreement with VisualOps
1.1 In order to use the VisualOps Services, you must first agree to the Terms. You can agree to the Terms by actually using the VisualOps Services. You understand and agree that VisualOps will treat your use of the VisualOps Services as acceptance of the Terms from that point onwards.
1.2 You may not use the VisualOps Services if you are a person barred from receiving the VisualOps Services under the laws of the United States or other countries, including the country in which you are resident or from which you use the VisualOps Services. You affirm that you are over the age of 13, as the VisualOps Services are not intended for children under 13.
1.3 You agree your purchases of VisualOps Services are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by VisualOps or any of its affiliates regarding future functionality or features.
2. Your Account and Use of the VisualOps Services
2.1 You must provide accurate and complete registration information any time you register to use the VisualOps Services. You are responsible for the security of your passwords and for any use of your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify VisualOps immediately.
2.2 Your use of the VisualOps Services must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software.
2.3 You agree not to (a) access (or attempt to access) the administrative interface of the VisualOps Services by any means other than through the interface that is provided by VisualOps in connection with the VisualOps Services, unless you have been specifically allowed to do so in a separate agreement with VisualOps, or (b) engage in any activity that interferes with or disrupts the VisualOps Services (or the servers and networks which are connected to the Service).
2.4 You may use the VisualOps Services only to develop and run applications. You may not access the VisualOps Services for the purpose of bringing an intellectual property infringement claim against VisualOps or for the purpose of creating a product or service competitive with the VisualOps Services.
3. Service Policies and Privacy
4. Fees for Use of the VisualOps Services
4.1 Subject to the Terms, the VisualOps Services is provided to you without charge up to certain limits. Usage over this limit requires your purchase of additional resources or services. The pricing for additional resources and services can be found at http://visualops.io/pricing (or such URL as VisualOps may provide).
4.2 For all purchased resources and services, we will charge your credit card on a monthly basis or at the interval indicated in VisualOps fees and payment policies, if different. Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes. You are responsible for paying all taxes and government charges, and all reasonable expenses and attorneys fees VisualOps incurs collecting late amounts. To the fullest extent permitted by law, you waive all claims relating to charges unless claimed within 60 days after the charge (this does not affect your credit card issuer rights). Charges are solely based on VisualOps's measurements of your use of the VisualOps Services, unless otherwise agreed to in writing. To the fullest extent permitted by law, refunds (if any) are at the discretion of VisualOps and only in the form of credit for the VisualOps Services. Nothing in these Terms obligates VisualOps to extend credit to any party. You acknowledge and agree that any credit card and related billing and payment information that you provide to VisualOps may be shared by VisualOps with companies who work on VisualOps's behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to VisualOps and servicing your account. VisualOps may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. VisualOps shall not be liable for any use or disclosure of such information by such third parties. VisualOps reserves the right to discontinue the provision of the VisualOps Services to you for any late payments.
4.3 VisualOps may change its fees and payment policies for the VisualOps Services by notifying you at least fifteen (15) days before the beginning of the billing cycle in which such change will take effect. Changes to the fees or payment policies will be posted on the website (or such other URL VisualOps may provide from time to time). Any outstanding balance becomes immediately due and payable upon termination of the Terms for any reason.
5. License from VisualOps and Restrictions
5.1 VisualOps gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by VisualOps as part of the VisualOps Services as provided to you by VisualOps. This license is for the sole purpose of enabling you to use and enjoy the benefit of the VisualOps Services as provided by VisualOps, in the manner permitted by the Terms.
5.2 You may not (and you may not permit anyone else to): (a) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the VisualOps Services or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by VisualOps, in writing (e.g., through an open source software license); or (b) attempt to disable or circumvent any security mechanisms used by the VisualOps Services or any applications running on the VisualOps Services.
5.3 Open source software licenses for components of the VisualOps Services released under an open source license constitute separate written agreements. To the limited extent that the open source software licenses expressly supersede these Terms, the open source licenses govern your agreement with VisualOps for the use of the components of the VisualOps Services released under an open source license.
6. License from You
6.1 VisualOps claims no ownership or control over any Content or Application. You retain copyright and any other rights you already hold in the Content and/or Application, and you are responsible for protecting those rights, as appropriate. By submitting, posting or displaying the Content on or through the VisualOps Services you give VisualOps a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Content for the sole purpose of enabling VisualOps to provide you with the VisualOps Services. Furthermore, by creating an Application through use of the VisualOps Services, you give VisualOps a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Application for the sole purpose of enabling VisualOps to provide you with the VisualOps Services.
6.2 By adding a collaborator to your Application, you hereby grant to that user a non-exclusive, royalty-free, non-transferable license, with no right to sub-license, to use, display, perform, reproduce, modify, publish, distribute, list information regarding, edit, translate and analyze such Application(s) and Content as permitted by the relevant VisualOps Services functionality or features for the sole purpose of collaborating on development of the Application(s).
6.3 You agree that VisualOps, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and Web site listings (including links to your website) for the purpose of advertising or publicizing your use of the VisualOps Services.
7. Modification and Termination of the VisualOps Services
7.1 VisualOps is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the VisualOps Services which VisualOps provides may change from time to time without prior notice to you, subject to the terms in Section 4.3. Changes to the form and nature of the VisualOps Services will be effective with respect to all versions of the VisualOps Services; examples of changes to the form and nature of the VisualOps Services include without limitation changes to fee and payment policies, security patches, added functionality, and other enhancements.
7.2 You may terminate these Terms at any time by stopping to use your account on the VisualOps Services. You will not receive any refunds if you discontinue to use your account.
7.3 You agree that VisualOps, in its sole discretion and for any or no reason, may terminate your account or any part thereof. You agree that any termination of your access to the VisualOps Services may be without prior notice, and you agree that VisualOps will not be liable to you or any third party for such termination.
7.4 You are solely responsible for exporting your Content and Application(s) from the VisualOps Services prior to termination of your account for any reason, provided that if we terminate your account, we will provide you a reasonable opportunity to retrieve your Content and Application(s).
6. EXCLUSION OF WARRANTIES
6.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 12 AND 13, SHALL EXCLUDE OR LIMIT VISUALOPS'S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.
6.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE VISUALOPS SERVICE IS AT YOUR SOLE RISK AND THAT THE VISUALOPS SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."
6.3 VISUALOPS, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE VISUALOPS SERVICES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, VISUALOPS, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE VISUALOPS SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE VISUALOPS SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE VISUALOPS SERVICES WILL BE ACCURATE.
7. LIMITATION OF LIABILITY
7.1 SUBJECT TO SECTION 12.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT VISUALOPS, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS.
7.2 THE LIMITATIONS ON VISUALOPS'S LIABILITY TO YOU IN PARAGRAPH 13.1 ABOVE SHALL APPLY WHETHER OR NOT VISUALOPS HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
8. Changes to the Terms
8.1 VisualOps may make changes to the Terms from time to time. If we change the Terms in any substantive way, we will give you at least seven (7) days notice before the changes take effect, during which period of time you may reject the changes by terminating your account.
8.2 You understand and agree that if you use the VisualOps Services after the date on which the Terms have changed, VisualOps will treat your use as acceptance of the updated Terms.
9. General Legal Terms
9.1 The Terms constitute the whole legal agreement between you and VisualOps and govern your use of the VisualOps Services (but excluding any services which VisualOps may provide to you under a separate written agreement), and completely replace any prior agreements between you and VisualOps in relation to the VisualOps Services.
9.2 There are no third party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms creates an agency, partnership or joint venture.
9.3 If VisualOps provides you with a translation of the English language version of these Terms, the English language version of these Terms will control if there is any conflict.
9.4 You agree that VisualOps may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the VisualOps Services. By providing VisualOps your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail.
9.5 You agree that if VisualOps does not exercise or enforce any legal right or remedy which is contained in the Terms (or which VisualOps has the benefit of under any applicable law), this will not be taken to be a formal waiver of VisualOps's rights and that those rights or remedies will still be available to VisualOps.
9.6 VisualOps shall not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.
9.7 The Terms, and your relationship with VisualOps under the Terms, shall be governed by the laws of the State of California without regard to its conflict of laws provisions. You and VisualOps agree to submit to the exclusive jurisdiction of the courts located within the county of Santa Clara, California to resolve any legal matter arising from the Terms.
9.8 Neither party may assign any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the entirety of its rights and obligations under these Terms, without consent of the other party, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of your use of the VisualOps Services upon written notice to the assigning party.
This document is an adaptation of the Google App Engine Terms of Service. The original work has been modified. Google, Inc. is not connected with and does not sponsor or endorse VisualOps or its use of the work.