Nirmata Terms of Service
PLEASE READ THIS SERVICE AGREEMENT CAREFULLY.
This Service Agreement (“Agreement”) establishes the terms and conditions under which Nirmata, Inc. (“Nirmata”) will allow you to use Nirmata’s cloud-based or software-as-solution, and any downloadable software components that Nirmata provides to you in connection with that solution, that Nirmata has designed to facilitate its users’ development and operations of cloud-native applications (collectively, the “Service”).
ACCEPTANCE OF AGREEMENT
Your right to access and use the Service is conditioned on your compliance with this Agreement and all applicable laws and regulations. By signing up for, accessing or using the Service, or by downloading or installing any downloadable software components of the Service (the “Software”), or by clicking a checkbox or similar item on Nirmata’s website for acceptance of Nirmata’s Service terms, you are indicating that you understand and agree to abide by this Agreement.
If the Service is to be used by or on behalf of a company or other organization, the individual expressing acceptance of this Agreement represents and warrants that he or she has the authority to bind that company or other organization to this Agreement, and “you” and “your” will refer to that company or other organization. If you do not accept all the terms of this Agreement, then Nirmata is not willing to let you use the Service, and you must delete the Software without retaining any copies.
ACCOUNT TERMS
1. To access and use the Service, you will need to create an account with Nirmata or sign up using your existing account with a Nirmata-approved third-party identity provider (which may include, for example, LinkedIn, GitHub, or Google).
2. You must ensure that all account information you submit or make available to us (including information you provide through your third-party identity provider) is complete, accurate and current.
3. You must be 13 years or older to use this Service.
4. You must be a human. Accounts registered by “bots” or other automated methods are not permitted.
5. Your user login, identi ed by an email address, may only be used by one person – i.e., a single user login may not be shared by multiple people. You may create separate logins for as many people as your plan allows.
6. You are responsible for maintaining the security of your account and password. Nirmata cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
7. A trial account and subscription may only be used for your internal testing and evaluation purposes and not for revenue-generating, production, or other commercial purposes.
8. You are responsible for maintaining the con dentiality of your password and account, and agree to notify us if your password is lost, stolen, or disclosed to an unauthorized third party, or otherwise may have been compromised.
9. You are responsible for all activities that occur under your account, whether or not you have authorized them. In particularly, and without limitation, you are solely responsible.
PAYMENT TERMS
1. All online payment accounts must enter and maintain valid payment information using the Service.
2. An upgrade from a trial to a paid plan will immediately begin the billing cycle of 30 days.
3. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties.
CANCELLATION AND TERMINATION
1. You may cancel your account at any time. On cancellation, your Nirmata services will be immediately terminated and you will only be charged for the services used at the end of the billing cycle.
2. This Agreement will remain in effect until terminated. You may terminate this Agreement at any time by cancelling your Nirmata account.
3. Nirmata may terminate this Agreement without notice, at any time and for any reason.
4. For trial accounts, this Agreement will automatically terminate at the end of the trial period, if any, specified by Nirmata when offering the Service, unless you convert your account to paid plan.
5. This Agreement will automatically terminate without notice if you breach any term of this Agreement.
6. Upon termination, you must delete all the Software without retaining any copies, and your confidentiality obligations will remain in force.
CONTENT AND OWNERSHIP
1. You acknowledge Nirmata owns all right, title, and interest in and to the Service, including all intellectual property rights therein.
2. You retain ownership of all of your intellectual property rights for any software code or other information or content that you upload or process using our Service (“Your Content Nirmata does not claim ownership over any of your Content. These Terms do not grant us any licenses or rights to your Content except for the limited rights needed for us to provide the Services, and as otherwise described in these Terms.
3. You authorize us deploy and operate Your Content on your behalf as needed in order to perform the Service for you. You may upload or process Your Content only if you exclusively own it or you have obtained all necessary third-party licenses.
4. You shall defend Nirmata against any claim, demand, suit or proceeding made or brought against Nirmata by a third party alleging that Your Content, or Your use of the Service in violation of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law, and shall indemnify Nirmata for any damages finally awarded against, and for reasonable attorney’s fees incurred by, Nirmata in connection with any such claim, demand, suit or proceeding; provided, that Nirmata (a) promptly gives you written notice of the claim, demand, suit or proceeding; (b) gives you sole control of the defense and settlement of the claim, demand, suit or proceeding (provided that you may not settle any claim, demand, suit or proceeding unless the settlement unconditionally releases Nirmata of all liability); and (c) provides to you all reasonable assistance, at your expense.
5. You represent and warrant that you have obtained all such rights with respect to Your Content. Nirmata may (in addition to its other termination rights) suspend or terminate your account if any information provided during the registration process or thereafter is or becomes inaccurate, false or misleading, or if your account is inactive for an extended period of time, or if Nirmata has reason to believe that any of Your Content may expose Nirmata to potential legal liability.
6. You acknowledge that the Software and other aspects of the Service contain trade secrets of Nirmata and its licensors, and, in order to protect such trade secrets and other interests that Nirmata and its licensors may have in the Service, you may not, and you agree not to: (a) reverse engineer, decompile or disassemble the Software or any other portion of the Service; (b) sell, sublicense, share access to, or otherwise enable any third party to access or use the Service; (c) modify or distribute the Software; (d) copy the Software except as necessary to install it as permitted in Section 2; (e) use the Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement or Nirmata’s applicable documentation; (f) access or use any features or areas of the Service for which Nirmata has not granted you authorization, or tamper or interfere with Nirmata’s computer systems or the technical delivery systems of Nirmata’s providers; or (g) encourage, authorize, or enable anyone to do any of the foregoing.
GENERAL TERMS
1. The Service is provided “AS IS.” NIRMATA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Nirmata makes no representations or warranties regarding the suitability of the Service for your intended requirements or purposes or regarding any data, information or content that you access or generate through the use of the Service. Nirmata has no maintenance or technical support obligations for Your Content under this Agreement.
2. You acknowledge that Nirmata may collect and use information about you and your use of the Service as outlined in the privacy policy that Nirmata posts on its website or otherwise makes available to you in connection with the Service.
3. As part of providing the Service to you, Nirmata may provide you with certain communications such as service announcements and administrative messages. These communications are considered part of the Service, which you may not be able to opt-out from receiving.
4. You understand that Nirmata uses third-party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service
5. You understand that the technical processing and transmission of the Service, including your Content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
6. You acknowledge that Nirmata has the right unilaterally to change or limit the features and functionality and/or stop development of the Service, at any time and without any obligation or liability to you.
7. If your usage significantly exceeds the average usage (as determined solely by Nirmata) of other Nirmata customers, we reserve the right to throttle your usage in pursuit of fair consumption (as determined solely by Nirmata) across all Nirmata customers.
8. You assume all risk arising from use of the Service, including, without limitation, the risk of damage to your computer system or the corruption or loss of data, information or content. You will be solely responsible for all costs and expenses required to restore any data, information or content that is corrupted or lost as a result of your use of the Service.
9. You agree to defend, indemnify, and hold harmless Nirmata, and its officers, directors, employees and agents from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable attorney’s fees, arising out of or in any way connected with your access to or use of the Service, Your Content, or your breach of the terms of this Agreement.
10. IN NO EVENT WILL NIRMATA BE LIABLE TO YOU FOR ANY DIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SERVICE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT NIRMATA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. You acknowledge that this exclusion of liability is a material basis of the bargain between you and Nirmata, that Nirmata would not be willing to offer the Service to you without this exclusion, which you agree will be enforced to the fullest extent permissible under applicable law. Where legal liability cannot be excluded, but may be limited, Nirmata’s total liability shall instead be limited to fifty U.S. dollars ($50).
11. This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to or application of its conflicts of law rules or principles.
12. You may not assign this Agreement or any rights granted hereunder, by operation of law or otherwise, without Nirmata’s prior written consent, and any attempt by you to do so, without such consent, will be void and of no effect.
13. The failure by Nirmata to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. Any waiver, modi cation or amendment of any provision of this Agreement will be effective only if in writing and signed by authorized representatives of both parties. If any provision of this Agreement is held to be unenforceable or invalid, that provision will be enforced to the maximum extent possible and the other provisions will remain in full force and effect.
14. This Agreement is the complete and exclusive understanding and agreement between the parties regarding its subject matter, and supersedes all proposals, understandings or communications between the parties, oral or written, regarding its subject matter.
