Terms of Service
ElasticBox End-User License Agreement
“ELASTICBOX CLOUD and ENTERPRISE EDITION. The Cloud Edition is currently provided at no charge by Company for use by a single individual in a test and development environment or a home lab environment. The Cloud Edition must not be used in any commercial or enterprise environments. The Enterprise Edition is provided either as a free trial or paid subscription and may be used in commercial or enterprise environments.
Company may at any time terminate your license to use the Cloud Edition, in whole or in part, and/or amend, alter or otherwise revise the pricing, functionality, usage, and/or availability of the Cloud Edition. Company is under no obligation to provide updates, support, or future availability of the Cloud Edition. Any termination of your license to use the Cloud Edition will not affect your continued use of any software applications developed and or deployed via the ElasticBox platform.”
IMPORTANT! This cloud management software enables you to:
- Automate deployment of applications;
- Enable cost control and user governance;
- Auto scale applications; and
This software works across public (e.g. EC2, Azure, RackSpace, HP ) and private clouds (via Openstack and Ecualyptus) (the “Software”) is licensed to you only on the condition that you agree to the terms and conditions set forth below. PLEASE READ THE TERMS OF THIS END USER LICENSE AGREEMENT CAREFULLY.
IF YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, PLEASE CLICK ON THE CHECKBOX ON THIS PAGE LABELED “I ACCEPT,” AT WHICH TIME YOU WILL BE ABLE TO USE THIS SOFTWARE.
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PLEASE CLICK ON THE BUTTON BELLOW LABELED “I DO NOT ACCEPT,” WHICH WILL RETURN YOU TO THE PREVIOUS WEB PAGE.
The Software that you are about to access was developed by ElasticBox Inc. (“Company”) to help companies deploy and manage scalable applications in their cloud infrastructure. This End User License Agreement (this “Agreement”) sets forth the terms under which you, as an individual or entity authorized by Company (or, for entities, any employee you authorize to use the Software) (“you”), may use the Software.
Based on the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you and Company agree as follows:
- NATURE OF AGREEMENT. This Agreement is a legal contract made between you and Company. This Agreement contains the terms and conditions that you must comply with if you wish to access and use the Software. Access to and use of the Software is by permission of Company only, and only for applicants who accept this Agreement. Company may grant or withhold approval in its sole discretion. If Company approves you for use of the Software, Company will issue a user identification (the “User ID”) and a password (the “Password”) that will authorize your access to the Software for the term of this Agreement. You agree to take all reasonable steps to safeguard your User ID and Password for the Software so as to ensure that no unauthorized person will have access to it, and that no persons authorized to have access will make any unauthorized use. You shall promptly report to Company any unauthorized use of the Software of which you become aware and shall take such further steps as may reasonably be requested by Company to prevent unauthorized use thereof.
- LICENSE GRANT. Company hereby grants to you a nonexclusive, nonassignable, nonsublicensable license, for your internal use only, for the term of this Agreement, to access and use the Software and any user’s guides, specifications, and other related documentation available online (the “Documentation”), subject to the terms and conditions of this Agreement. The licenses granted herein are conditioned upon payment in full for the Software in advance of your download or receipt of the Software. To uninstall the Software, delete your account on the “my profile” page on Company’s website.
- OWNERSHIP OF SOFTWARE. Company retains all rights to the Software and the Documentation not specifically granted in this Agreement. Company owns the Software and the Documentation and all copyright and other intellectual property rights therein, and this Agreement does not transfer to you any title to or any proprietary or intellectual property rights in or to the Software, any updates or derivative works thereto, or the Documentation, or any copyrights, patent rights, or trademarks embodied or used in connection therewith, except for the rights expressly granted in this Agreement. The Software and the Documentation are protected by United States laws and international treaty provisions. You acknowledge that the Software and its components may contain software licensed from third parties. All rights in and to any such third party software, data and servers are reserved by and remain with the applicable third parties. You agree that such third parties may enforce their rights under this Agreement against you directly in their own name.
- RESTRICTIONS. To the maximum extent permitted by law, you shall not (a) modify, reverse engineer, decompile, disassemble, attempt to derive the source code of the Software, or create derivative works (as defined by the U.S. Copyright Act) or improvements (as defined by U.S. patent law) based on the Software or any portion thereof; (b) rent, lease, loan, sell, sublicense, distribute, transmit, or otherwise transfer the Software access to any third party; (c) make any copy of or otherwise reproduce the Software (or any of the browser screens comprising the Software user interface) except for those copies necessarily made by the personal computer and Internet browser that are running the Software; (d) use the Software to provide service bureau or time-sharing services; (e) incorporate the Software into any computer manufactured by or for you; or (f) use the Software in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement.
- YOUR OBLIGATIONS. You shall be solely responsible for the following: (a) providing all hardware, software, and communications capabilities required for use of the Software, including, without limitation, personal computers (b) generating, providing, and loading your data into the Software, including, without limitation, freight rates and historical freight data to permit you to use the Software; and (c) providing and maintaining, at all times during the term of this Agreement, the Internet access necessary for your use of the Software.
- TERM AND TERMINATION. The license granted in this Agreement is effective until terminated. The term of this Agreement and the license grant herein shall commence on the date you agree to this Agreement and access or download the Software. Company may terminate the license and this Agreement at any time on written notice to you that you or your agent has failed to pay any amount due to Company under this Agreement. This license shall also terminate automatically on your failure to comply with any of the other terms of this Agreement. On termination of this Agreement, you agree to promptly destroy all printed copies and delete all electronic copies of any documentation that you have downloaded, printed, or created relating to the Software, and to ensure that no copies of any of the Software screens, data, or other content remain archived or otherwise stored on your computers. Notwithstanding termination, the provisions of Sections 3, 6, 8, 9, 10, and 11 of this Agreement shall survive and continue to apply.
- CONFIDENTIALITY. You agree that you shall not disclose to any third party the Software or any portion thereof, any technical, product, or business information, or any information that Company identifies as confidential (collectively, “Confidential Information”) related to the Software without the prior written consent of Company. You shall maintain the confidentiality of all Confidential Information and shall not use it for any purpose other than the performance of this Agreement. Notwithstanding the foregoing, Confidential Information does not include information that you can demonstrate was (a) publicly available at the time of disclosure, or later became publicly available through no act or omission by you; (b) in your possession before disclosure by Company; or (c) disclosed to you by a third party not in violation of any obligations of confidentiality to Company or to any third party.
- LIMITATION OF LIABILITY. You are not entitled to receive damages from Company for any cause relating to this Agreement, to your use of the Software, to any services provided by Company under this Agreement, or to any services provided by any third party in connection with your use of the Software. In addition, in no event shall you be entitled to obtain any injunctive relief or otherwise enjoin, restrain, or otherwise interfere with Company or with the distribution, operation, development, or performance of the Software or any related products. THE COMPANY WILL NOT BE LIABLE TO YOU FOR CLAIMS OR LIABILITIES OF ANY KIND ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF THE SOFTWARE BY YOU OR ANY THIRD PARTY, REGARDLESS OF WHETHER SUCH CLAIMS AND LIABILITIES ARE BASED ON LEGAL OR EQUITABLE THEORY. THE COMPANY WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO ANY THIRD-PARTY SOFTWARE, ANY DATA ACCESSED VIA THE SOFTWARE, OR YOUR USE OR INABILITY TO USE OR ACCESS THE SOFTWARE, WHETHER CLAIMS FOR SUCH DAMAGES ARE BROUGHT UNDER THEORY OF LAW OR EQUITY. DAMAGES EXCLUDED BY THIS CLAUSE INCLUDE, WITHOUT LIMITATION, THOSE FOR LOSS OF BUSINESS PROFITS, INJURY TO PERSON OR PROPERTY, BUSINESS INTERRUPTION, LOSS OF BUSINESS OR PERSONAL INFORMATION. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THIS RESTRICTION MAY NOT APPLY TO YOU. INFORMATION PROVIDED THROUGH THE SOFTWARE MAY BE DELAYED, INACCURATE, OR CONTAIN ERRORS OR OMISSIONS, AND THE COMPANY WILL HAVE NO LIABILITY WITH RESPECT THERETO. COMPANY MAY CHANGE OR DISCONTINUE ANY ASPECT OR FEATURE OF THE SOFTWARE AT ANY TIME WITHOUT PRIOR NOTICE TO YOU, INCLUDING, WITHOUT LIMITATION, CHANGES TO AVAILABLE CONTENT OR HOURS OF AVAILABILITY.
- AS-IS, NO WARRANTY. THE SOFTWARE AND ANY DATA ACCESSED THROUGH THE SOFTWARE IS PROVIDED "AS IS," AND ANY USE THEREOF IS AT YOUR SOLE RISK. ANY MATERIAL OR SERVICE DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SOFTWARE IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD AND/OR USE OF ANY SUCH MATERIAL OR SERVICE. COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, AND ASSIGNS (COLLECTIVELY, "COMPANY ENTITIES") AND COMPANY LICENSORS DO NOT REPRESENT THAT THE SOFTWARE OR ANY DATA ACCESSED VIA THE SOFTWARE IS APPROPRIATE OR AVAILABLE FOR USE OUTSIDE THE UNITED STATES. THE COMPANY ENTITIES AND COMPANY LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SOFTWARE AND ANY DATA ACCESSED VIA THE SOFTWARE, OR THE ACCURACY, TIMELINESS, COMPLETENESS, OR ADEQUACY OF THE SOFTWARE AND ANY DATA ACCESSED VIA THE SOFTWARE, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AS WELL AS ANY WARRANTIES ALLEGED TO HAVE ARISEN FROM CUSTOM, USAGE, OR THE COURSE OF DEALING BETWEEN THE PARTIES. COMPANY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. IN ADDITION, COMPANY DOES NOT WARRANT OR GUARANTEE THAT YOU WILL BE ABLE TO ACCESS THE SOFTWARE AT ALL TIMES. YOU UNDERSTAND AND ACKNOWLEDGE THAT INTERNET CONGESTION AND OUTAGES, AS WELL AS MAINTENANCE, DOWNTIME, AND OTHER INTERRUPTIONS, MAY INTERFERE AT TIMES WITH YOUR ABILITY TO ACCESS THE SOFTWARE. IF THE SOFTWARE OR ANY DATA ACCESSED VIA THE SOFTWARE PROVES DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL REPAIR OR INJURY OF ANY KIND, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH A DEFECT OR DAMAGES. SOME JURISDICTIONS DO NOT ALLOW RESTRICTIONS ON IMPLIED WARRANTIES SO SOME OF THESE LIMITATIONS MAY NOT APPLY TO YOU.
- GOVERNING LAW. This Agreement shall in all respects be governed by and be construed in accordance with the laws of the State of California, without regard to its conflict of laws provisions. You agree to submit to the personal and exclusive jurisdiction of the state and federal courts situated in San Francisco, California. The United Nations Convention on the International Sale of Goods does not apply to this Agreement
- ARBITRATION. You agree to arbitrate all disputes and claims between you and Company. Your agreement to arbitrate is intended to be broadly interpreted. It includes, but is not limited to: claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory. You agree that, by entering into this Agreement, you are waiving your right to a trial by jury or to participate in a class action. This Agreement evidences a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. This arbitration provision shall survive termination of this Agreement. Any arbitration hereunder will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by this Agreement, and will be administered by the AAA. The AAA Rules are available online at adr.org or by calling the AAA at 1-800-778-7879. The arbitrator shall be bound by the terms of this Agreement. All issues are for the arbitrator to decide, except that issues relating to the scope and enforceability of the arbitration provision are for the court to decide. Any arbitration hearings will take place in San Francisco County, California. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. Payment of all AAA filing, administration, and arbitrator fees for any arbitration initiated hereunder will be governed by the AAA Rules. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST THE COMPANY ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.
- FORCE MAJEURE. If the performance of Company under this Agreement is prevented, hindered, or otherwise made impractical by reason of flood, strike, war, acts of government, or any other casualty or cause beyond the control of Company, then Company shall be excused from its performance to the extent and so long as it is prevented, hindered, or delayed by such event(s).
- SEVERABILITY. If any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, then to the maximum extent permitted by law, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement.
- NO ASSIGNMENT. You may not assign this Agreement or any of the rights granted by Company hereunder, in whole or in part, without the prior written consent of Company, and any attempt to do so shall be void. This Agreement is binding on and shall inure to the benefit of the parties and their respective successors and permitted assigns.
- EXPORT CONTROL. You agree to obey and comply with any and all applicable United States laws, rules, and regulations governing the export of software.
- GOVERNMENT END USERS. If the Software and Documentation are supplied to or purchased by or on behalf of the United States Government, then the Software is deemed to be "commercial software" as that term is used in the Federal Acquisition Regulation system. Rights of the United States shall not exceed the minimum rights set forth in FAR 52.227-19 for "restricted computer software." All other terms and conditions of this Agreement apply.
- NO GENERAL WAIVER. The failure of Company to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
- STATUTE OF LIMITATIONS. Any claim related to this Agreement, the Software, or the use thereof must be brought within one (1) year of the date when the claim could first have been filed. If not brought by such date, such claim is permanently barred.
- INTERPRETATION. The headings of the paragraphs in this License are for convenience of reference only and do not affect the meaning or interpretation of this License.
- ACKNOWLEDGEMENT. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. THIS AGREEMENT MAY NOT BE CHANGED, ALTERED, OR MODIFIED EXCEPT BY A WRITING SIGNED BY THE PARTIES