Last Updated: May 15, 2018
Effective: May 25, 2018
Prior Version Available Here: here
Any changes to the dispute resolution provisions set forth in Section 18 (Governing Law and Jurisdiction; Class Action Waiver) and Section 19 (Limitation On Time To Files Claims) will not apply to any disputes for which both parties have actual notice prior to the date the change is posted on this website.
This End User License Agreement (also referred to as 'Agreement' or 'EULA') contains the terms and conditions that govern your access to and use of the Service Offerings ('Service', 'Services') and is an agreement between ScaleGrid, Inc. (‘ScaleGrid,’ 'we,' 'us,',"Company" or 'our') and you or the entity you represent ('you' or ‘Customer’). Our Services consist of cloud-based database management services and associated software. Customers choose to host the database on their own servers (or on servers owned by third parties with whom they are in direct contractual relationship) or on servers that are part of our cloud infrastructure, in each case using our cloud based software as a service. This EULA takes effect when you click an 'I Accept' button or check box presented with these terms or, if earlier, when you use any of the Service Offerings (the “Effective Date”). You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor).
If you are entering into this EULA for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. You may access and use the Service Offerings in accordance with this EULA and other policies that we may issue from time to time. You will adhere to all laws, rules, and regulations applicable to your use of the Service Offerings. Third Party Content, such as software applications provided by third parties, may be made available directly to you by other companies or individuals under separate terms and conditions, including separate fees and charges. Because we may not have tested or screened the Third Party Content, your use of any Third Party Content is at your sole risk.
To access the ScaleGrid Services, you must create an account associated with a valid email address and you may only create one account per email address. You are responsible for all activities that occur under your account, regardless of whether the activities are undertaken by you, your employees or a third party. We and our affiliates are not responsible for unauthorized access to your account.
You agree to do each of the following: (i) comply with applicable law and this Agreement; (ii) pay when due the fees for the Services, (iii) use reasonable security precautions in light of your use of the Services, (iv) cooperate with ScaleGrid's reasonable investigation of outages, security problems, and any suspected breach of this agreement, (v) keep your billing contact and other account information up to date; and (vi) immediately notify ScaleGrid of any unauthorized use of your account or any other breach of security. In the event of a dispute between us regarding the interpretation of applicable law or the terms set in this EULA, ScaleGrid's reasonable determination shall control.
You are responsible for your use of ScaleGrid‘s Services and all users that access your account to use our Services. You will not engage in any activity that disrupts or interferes with ScaleGrid‘s Services or the networks connected to the Company. Reverse engineering the functionality or design of ScaleGrid (and any associated properties) is not permitted. You may not resell or sublicense the Services; ScaleGrid reserves all rights.
You are responsible for your use of ScaleGrid‘s Services and all users that access your account to use our Services. You will not engage in any activity that disrupts or interferes with ScaleGrid‘s Services or the networks connected to the Company. Reverse engineering the functionality or design of ScaleGrid (and any associated properties) is not permitted.
You are solely responsible for ensuring that ScaleGrid meets your security needs, and that you select the appropriate security options provided to you, based on the data that you choose to upload to the ScaleGrid Service (including any Customer Data). If you have questions it is your obligation to contact ScaleGrid to address any concerns, or not use the ScaleGrid Service.
You may use the Website and Services only for lawful purposes and in accordance with this Agreement. You agree not to use the Website or Services:
5.1 Your Content. You are solely responsible for the development, content, operation, maintenance, and use of any material, content, and other data that you process through our Website or Service, including Customer Data (collectively, ‘Your Content’). You are solely responsible for: (a) the technical operation of Your Content, including ensuring that calls you make to any Service are compatible with then-current APIs for that Service; (b) compliance of Your Content with the End User License Agreement, and applicable law; (c) any claims relating to Your Content.
You represent and warrant that:
5.2 Actions By Your End Users. You will be deemed to have taken any action that you permit, assist or facilitate any person or entity to take related to this Agreement (“End User”), Your Content or use of the Service Offerings. You are responsible for End Users’ use of Your Content and the Service Offerings. You will ensure that all End Users comply with your obligations under this Agreement and that the terms of your agreement with each End User are consistent with this Agreement. If you become aware of any violation of your obligations under this Agreement by an End User, you will immediately terminate such End User’s access to Your Content and the Service Offerings
5.3 End User Support. You are responsible for providing customer service (if any) to End Users. We do not provide any support or Services to End Users.
5.4 Backup of Data. You must maintain copies of all Your Content inputted into the Service. ScaleGrid adheres to its best practice policies and procedures to prevent data loss, including a regular system data back-up regime, but does not make any guarantees that there will be no loss of Your Content. ScaleGrid expressly excludes liability for any loss of your Content no matter how caused.
5.5 Third-Party Applications And Your Content. If You enable third-party applications for use in conjunction with the Services, you acknowledge that ScaleGrid may allow the providers of those third-party applications to access Your Content as required for the interoperation of such third-party applications with the Services. ScaleGrid shall not be responsible for any disclosure, modification or deletion of Your Content resulting from any such access by third-party application providers.
Upon any termination of this Agreement you remain responsible for all fees and charges you have incurred through the date of termination, including fees and charges for in-process tasks completed after the date of termination; all of your rights under this Agreement immediately terminate. You may also retrieve "Your Content" from the Services only if you have paid any charges for any post-termination use of the Service Offerings.
You agree that the Company has the permission to charge your credit card on a monthly, annual, or other basis that you agreed to at the time you signed up, after or in advance of providing Services. Payment is due upon invoicing where applicable. Service may be interrupted on accounts that reach 14 days past due. Accounts that are not collectable by the Company may be turned over to an outside collection agency for collection; you will be responsible for all reasonable collections costs and fees in addition to amounts owed. The Company retains the rights to change ScaleGrid‘s Services‘ specified rates from time to time with due notice. Charges are not refundable unless they are proved to be incorrect. Charges for rendered service are non-refundable.
All fees and charges payable by you are exclusive of applicable taxes and duties, including VAT and applicable sales tax. You will be solely responsible for paying any applicable VAT. We will apply the tax exemption certificates to charges under your account occurring after the date we receive the tax exemption certificates. If any deduction or withholding is required by law, you will notify us and will pay us any additional amounts necessary to ensure that the net amount that we receive, after any deduction and withholding, equals the amount we would have received if no deduction or withholding had been required. Additionally, you will provide us with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority.
You are responsible for properly configuring and using the Service Offerings and taking your own steps to maintain appropriate security, protection and back-up of Your Content, which may include the use of encryption technology to protect Your Content from unauthorized access and routine archiving Your Content. ScaleGrid‘s log-in credentials and private keys generated by the Services are for your internal use only and you may not sell, transfer or sublicense them to any other entity or person, except that you may disclose your private key to your agents and subcontractors performing work on your behalf.
You understand that we cannot and do not guarantee or warrant that our Service or Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
12.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, SCALEGRID EXCLUDES ALL LIABILITY AND RESPONSIBILITY TO YOU (OR ANY OTHER PERSON) IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR ANY LOSS (INCLUDING LOSS OF INFORMATION, YOUR CONTENT, PROFITS AND SAVINGS) OR DAMAGE RESULTING, DIRECTLY OR INDIRECTLY, FROM ANY USE OF, OR RELIANCE ON, THE SERVICE OR WEBSITE. IF YOU SUFFER LOSS OR DAMAGE AS A RESULT OF SCALEGRID’S NEGLIGENCE OR FAILURE TO COMPLY WITH THIS AGREEMENT, ANY CLAIM BY YOU AGAINST SCALEGRID WILL BE LIMITED IN RESPECT OF ANY ONE INCIDENT, OR SERIES OF CONNECTED INCIDENTS, TO THE FEES PAID BY YOU IN THE PREVIOUS 12 MONTHS. IF YOU ARE NOT SATISFIED WITH THE SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO TERMINATE THIS AGREEMENT AND YOUR ACCESS TO THE SERVICES AND WEBSITE.
12.2 IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You warrant that where you have registered to use the Service on behalf of another person, you have the authority to agree to this Agreement on behalf of that person and agree that by registering to use the Service you bind the person on whose behalf you act to the performance of any and all obligations that you become subject to by virtue of this Agreement, without limiting Your own personal obligations under this Agreement.
You acknowledge that:
You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of this Agreement, or your use of the Website or our Services, including, but not limited to, your User Content, any use of the Website's or Service’s content, services and products other than as expressly authorized in this Agreement or your use of any information obtained from the Website or Service.
This Agreement specifically prohibits the use of our Service for illegal activities. Therefore, you agree that ScaleGrid may disclose all or any of your information including assigned IP numbers, account use, account history, etc. to a court who sends us a valid court order, without further consent from or notification to you, provided that ScaleGrid acts in accordance with applicable law.
We and our affiliates will not be liable for any delay or failure to perform any obligation under this Agreement, where the delay or failure results from any cause beyond our reasonable control, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
17.1 Changes To Agreement. We may modify this Agreement (including any Policies) at any time by posting a revised version on the ScaleGrid's Site or by otherwise notifying you. The modified terms will become effective upon posting or, if we notify you by email, as stated in the email message, and will apply to your continued use of the Service Offerings. However, any changes to the dispute resolution provisions will not apply to any disputes for which the parties have actual notice prior to the date the change is posted on the ScaleGrid Site. By continuing to use the Service after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check the ScaleGrid Site regularly for modifications to this Agreement. We last modified this Agreement on the date listed at the beginning of this Agreement.
17.2 Changes To the Service Offerings. We may change, discontinue, or deprecate any of the Service Offerings (including the Service Offerings as a whole) or change or remove features or functionality of the Service Offerings from time to time. We will notify you of any material change to or discontinuation of the Service Offerings. We may change, discontinue or deprecate any APIs for the Services from time to time but will use commercially reasonable efforts to continue supporting the previous version of any API changed, discontinued, or deprecated for six months after the change, discontinuation, or deprecation (except if doing so (a) would pose a security or intellectual property issue, (b) is economically or technically burdensome, or (c) is needed to comply with the law or requests of governmental entities).
All matters relating to the Website, Service and this Agreement and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction). Any legal suit, action or proceeding arising out of, or related to, this Agreement, or the Website or Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in the City of San Francisco and County of San Francisco although we retain the right to bring any suit, action or proceeding against you for breach of this Agreement in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. YOU AND WE EACH AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR THE COMPANY’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.
No waiver of by the Company of any term or condition set forth in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Agreement will continue in full force and effect.
The Agreement and the DPA (if applicable) constitute the sole and entire agreement between you and ScaleGrid with respect to the Website and Services and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website.
The look and feel of the Site is copyright ©2012-2018 ScaleGrid and ScaleGrid, Inc. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS or visual design elements without express written permission from ScaleGrid, Inc.
In addition to the definitions above, the follow definitions apply. Applicable rules, court, law and regulations' mean State of Washington (US) rules, courts, law and regulations. "Effective Date" means the date shown at the top of this agreement. "EULA" means End User License Agreement. "ScaleGrid Site" means scalegrid.io (formerly mongodirector.com). "Company" means ScaleGrid, Inc the legal entity registered in the State of Washington, United States of America. "Customer" means you or the entity you represent by accepting this EULA. "Scheduled maintenance" means maintenance that is announced at least 7 business days in advance, and that does not exceed sixty minutes in any calendar month. But can be more in the BETA version of the system. "Service", "Services" and "Service Offerings" mean all of ScaleGrid‘s services that are available to the Customer, as further described above. "Suspension" means that the Customers' account is locked for changes and access and all running services within the account are stopped until the reason for the suspension has been addressed and the account is activated again or Terminated. "Termination" means the Customer's account is suspended indefinitely and the Customers' data may be deleted without further notice. "Third Party Content" means all data that a third party has stored in your account. "Your Content" means any data you have stored in your ScaleGrid account, as further described above.