Stacksight, Ltd (“Stacksight” or “us” or “we”) provides a cloud-based service for open source software (the “Platform”). These Terms of Service (this “Agreement”) governs your access and use of the Platform and all services available through the Platform. “You” or “Company” means user of the Platform.

Please read these this Agreement carefully. This Agreement is a binding legal agreement that governs your access to and use of the Platform. You must accept this Agreement prior to using the Platform and associated services. By using the Platform, you signify your assent to this Agreement. If you do not agree to any terms of this Agreement, please do not use the Platform or any associated services.

  1. Platform. Subject to the terms and conditions hereof, Company may use the Platform a non-exclusive basis to for Company’s own internal commercial needs.
  1. Registration. In order to use the Platform, Company will be required to register with Stacksight. Company must provide all information as requested by Stacksight in the registration process, and Company represents and warrants that all such information shall be accurate and complete. Company shall keep such information up-to-date. Company shall immediately notify Stacksight if there is a security breach of its account. Company is responsible for all uses of its account, including by any unauthorized users.
  1. Restrictions. Except as set forth expressly herein, Company shall not, and shall not permit any third party, to (a) reverse engineer or attempt to find the underlying code of, the Platform; (b) modify the Platform, or insert any code or product, or manipulate the Platform or their presentation in any way; or (c) circumvent any security or access control measures of the Platform. To the extent any of the restrictions set forth in this Section are not enforceable under applicable law, Company shall inform Stacksight in writing in each instance prior to engaging in the activities set forth above.
  1. Company Data. The Platform collects certain data regarding Company’s software and systems (“Company Data”). Company Data will be stored on Stacksight’s servers. Company represents and warrants that it has the right to provide such data to Stacksight in order to receive services through the Platform. Company hereby provides Stacksight with a limited, revocable, non-exclusive, license to use the Company Data for the purpose of providing services through the Platform. Stacksight will employ industry-standard security measures to ensure that Company Data is not disclosed to third parties. All such Company Data shall be deemed the Confidential Information (as defined herein) of Company subject to the non-disclosure and non-use provisions of Section 7 hereof, provided however that Stacksight may use affiliates or independent contractors to store or process such data as long as such affiliates and independent contractors are subject to confidentiality obligations substantially similar to those set forth herein, and provided further that Stacksight may use all such data to create statistical or aggregate data that does not refer to Company, and may use and distribute such statistical and aggregate data pursuant to terms that it determines in its own discretion.
  1. Intellectual Property. As between the parties, Stacksight shall have all right, title and interest in the Platform, and all software that provides the Platform. Stacksight does not request feedback regarding the Platform. Notwithstanding the foregoing, if Company provides Stacksight with any feedback regarding the Platform, Stacksight and its affiliates may use all such feedback without restriction and shall not be subject to any non-disclosure or non-use obligations in respect of such feedback. Nothing in this Agreement shall be interpreted to provide Company any rights in the Platform except the limited right to receive the Service subject to the terms and conditions hereof.
  1. Payment. Company shall make payment to Stacksight pursuant to the pricing terms selected by Company on Stacksight’s Internet website, or otherwise as may be agreed by the parties expressly in writing. Company shall comply with all restrictions imposed by Company’s selected pricing terms such as, for example, any restrictions on the number of users. Unless otherwise set forth in Exhibit A, Company must add applicable taxes (including VAT) and other government charges to such amounts as required by law. All amounts payable hereunder are exclusive of all applicable taxes and government charges, and Company shall make payment to Stacksight without deduction for and free and clear of any such amounts. Amounts are due and payable within 10 days of the end of the applicable calendar month. Late payments shall bear interest at the rate of 18% per annum.
  1. Confidentiality. Either party (the “Disclosing Party”) may disclose to the other party (the “Receiving Party”) certain confidential information regarding the technology and business of the Disclosing Party (“Confidential Information”). The Receiving Party agrees to keep confidential and not disclose or use any Confidential Information except for purposes of providing or receiving the Platform, exercising its rights hereunder, or in furtherance of the relationship of the parties hereunder. Confidential Information shall not include information that the Receiving Party can show (a) was already lawfully known to or independently developed by the Receiving Party without access to or use of Confidential Information, as shown by contemporary documentary evidence, (b) was received from any third party without restrictions, (c) is publicly and generally available, free of confidentiality restrictions; or (d) is required to be disclosed by law, provided that the Receiving Party provides the Disclosing Party with prompt notice of such requirement and cooperates in order to minimize such requirement. The Receiving Party shall restrict disclosure of Confidential Information of the Disclosing Party to those of its employees and independent contractors with a reasonable need to know such information for the purposes of this Agreement and which are bound by written non-disclosure and non-use obligations no less restrictive than those set out herein. The pricing terms made available to Company shall be deemed the Confidential Information of Stasksight.
  1. Analytics. The Platform shall provide Company with information, reports and analytics in respect of the Company Data, including written recommendations or graphical charts and presentations (all of the foregoing, the “Analytics”). Company may copy, modify and use the Analytics for any internal purpose, and such Analytics shall be deemed the confidential information of Company subject to all non-disclosure and non-use obligations set forth in Section 7 hereof. Stacksight makes no warranty that the Analytics provided shall be useful to Company’s business. Company is solely responsible for any action Company may take based on the Analytics, and in making any decision Company should take into account the possibility that information provided by the Analytics may not correctly reflect current or future trends.
  1. Service Levels, Support. Stacksight does not guarantee the Platform will be operable at all times or during any down time (a) caused by outages to any public Internet backbones, networks or servers, (b) caused by any failures of Company’s software, equipment, systems or local access services, (c) for previously scheduled maintenance or (d) relating to events beyond Stacksight’s control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where Stacksight or its servers are located. Company may contact Stacksight with regard to support for the Platform.
  1. Disclaimer of Warranties. Except as expressly set forth herein, Company accepts the Platform and Analytics “as is”. Stacksight makes no warranties or representations regarding the Platform and Analytics and disclaims all implied and statutory warranties, including, but not limited to, any implied warranty of merchantability, fitness for a particular purpose or non-infringement. No other document or oral statements made by Stacksight or its representatives shall be deemed to provide any warranty or representation unless expressly set forth herein. Any actions taken by Company based on the Analytics are at Company’s sole risk. Company understands that Stacksight is not a data storage service. Company must make backups of any data provided to Stacksight, and Stacksight shall have no liability for any lost or corrupted data.
  1. Indemnification.
    1. Stacksight Indemnification. Stacksight shall defend, indemnify and hold harmless Company (and its affiliates, officers, directors and employees) from and against any and all damages, costs, losses, liabilities or expenses (including court costs and reasonable attorneys’ legal fees) which Company may suffer or incur in connection with any actual claim, demand, action or other proceeding by any third party that the Platform infringes the intellectual property rights of a third party. Notwithstanding the foregoing, Stacksight shall have no responsibility or liability for any claim to the extent resulting from or arising out of the Company Data or the use of the Platform not in compliance with this Agreement or applicable law. If the Platform shall be the subject of an infringement claim, or Stacksight reasonably believes that the Platform shall be the subject of an infringement claim, Stacksight may terminate this Agreement with written notice.
    1. Company Indemnification. Company shall defend and indemnify Stacksight (and its affiliates, officers, directors and employees) from and against any and all damages, costs, losses, liabilities or expenses (including court costs and attorneys’ fees) which Stacksight may suffer or incur in connection with any actual claim, demand, action or other proceeding by any third party arising from the provision to Stacksight of any data or information not in compliance with applicable law.
    1. Procedure. The obligations of either party to provide indemnification under this Agreement will be contingent upon the indemnified party (i) providing the indemnifying party with prompt written notice of any claim for which indemnification is sought, (ii) cooperating fully with the indemnifying party (at the indemnifying party’s expense), and (iii) allowing the indemnifying party to control the defense and settlement of such claim, provided that no settlement may be entered into without the consent of the indemnified party if such settlement would require any action on the part of the indemnified party other than to cease using any allegedly infringing or illegal content or services. Subject to the foregoing, an indemnified party will at all times have the option to participate in any matter or litigation through counsel of its own selection at its own expense.
  1. limitation of Liability. in no event shall Stacksight (or its affiliates, directors, officers, employees or consultants) have any liability for any consequential, indirect, special or punitive damages, arising out of or relating to the services or the arrangements contemplated herein, including in respect of lost profits, lost business opportunities or lost data. In no event shall the liability of Stacksight (or its affiliates, directors, officers, employees or consultants) for the provision of the services or under any provision of this agreement exceed the amount of payment received by Stacksight from Company in the 12 months preceding the applicable claim.
  1. Term.  The term of this Agreement (the “Term”) shall commence on the date that it is accepted and shall continue unless terminated by either party with 30 days written notice. Stacksight may terminate this Agreement with written notice if it has reason to believe that Company is in breach of any provision of this Agreement. Upon any termination or expiration of this Agreement, Stacksight will cease providing the Platform. In the event of any termination (a) Company will not be entitled to any refunds of any fees, and (b) any outstanding balance for Platform rendered through the date of termination will be immediately due and payable in full and (c) all of Company’s historical data and Analytics will no longer be available from Stacksight. Sections 3-14 of this Agreement shall survive any termination thereof.
  1. Publicity. Company agrees that Stacksight have the right to reveal the fact that Company is using the Platform, including by displaying Company’s name and logo in Stacksight’s website and other marketing materials.
  1. Miscellaneous. This Agreement together with its Exhibits represents the entire agreement between the parties regarding the subject matter hereof and supersedes any and all other agreements between the parties, whether written or oral, regarding the subject matter hereof. This Agreement may not be modified or amended except in a writing executed by both parties.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A waiver of any default hereunder or of any of the terms and conditions of this Agreement shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed. Stacksight may provide Company with notices required hereunder by contacting Company at any email address Company provided, including in its registration information. Stacksight may assign its rights or obligations pursuant to this Agreement. Company agrees not to assign any rights under this Agreement; any attempted assignment shall be null and void.  If any part of this Agreement shall be invalid or unenforceable, such part shall be interpreted to give the maximum force possible to such terms as possible under applicable law, and such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of this Agreement which shall remain in full force and effect.
  1. Governing Law; Binding Arbitration. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. Except as provided below, all disputes, controversies and claims related to this Agreement (each a “Claim”), shall be finally and exclusively resolved by binding arbitration, which may be initiated by either party by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party shall be final and binding on the other. The arbitration will be conducted under the Streamlined Arbitration Rules and Procedures of JAMS that are in effect at the time the arbitration is initiated (the “JAMS Rules”) and under the terms set forth in this Agreement. In the event of a conflict between the terms set forth herein and the JAMS Rules, the terms herein will control and prevail. Except as otherwise provided herein, (a) the parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter judgment on the award entered by the arbitrator; and (b) the arbitrator’s decision shall be final, binding on all parties and enforceable in any court that has jurisdiction, provided that any award may be challenged if the arbitrator fails to follow applicable law. The arbitration will be conducted in New York County, New York, unless the parties agree to video, phone and/or internet connection appearances. Any arbitration shall be limited to the Claim between Stacksight and Company individually. Company and Stacksight agree that (a) there is no right or authority for any dispute to be arbitrated on a class-action basis or to utilize class action procedures; (b) there is no right or authority for any dispute to be brought in a purported representative capacity or as a private attorney general; and (c) no arbitration shall be joined with any other arbitration. The following Claims are not subject to the above provisions concerning negotiations and binding arbitration: (a) any Claim seeking to enforce or protect, or concerning the validity of, any of your or Stacksight’s intellectual property rights; (b) any Claim related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (c) any claim for equitable relief.