Terms URL: https://stablebit.cloud/terms
Effective date: 1/1/2019
This Agreement is effective as of the date Customer clicks to accept the Agreement (the "Effective Date"). If you are accepting on behalf of Customer, you represent and warrant that:
If you do not have the legal authority to bind Customer, please do not click "I accept". This Agreement governs Customer's access to and use of the Service.
Neither you nor those that access the Services may use the Services:
Subject to this Agreement, during the Term, Customer may:
Customer must have an Account to use the Services, and is responsible for:
If Customer becomes aware of any unauthorized use of its login credentials or its Account, Customer will notify Covecube as promptly as possible.
Covecube may make changes to this Agreement, including pricing (and any linked documents) from time to time. Unless otherwise noted by Covecube, material changes to the Agreement will become effective 30 days after they are posted, except if the changes apply to new functionality in which case they will be effective immediately. If Customer does not agree to the revised Agreement, Customer shall stop using the Services. Covecube will post any modification to this Agreement to the Terms URL.
Certain Services are provided to Customer without charge, as applicable.
At the end of the applicable Fee Accrual Period, Covecube will issue an electronic bill to Customer for all charges accrued above the Fee Threshold based on:
For use above the Fee Threshold, Customer will be responsible for all Fees up to the amount set in the Account and will pay all Fees in the currency set forth in the invoice. If Customer elects to pay by credit card, debit card, or other non-invoiced form of payment, Covecube will charge (and Customer will pay) all Fees immediately at the end of the Fee Accrual Period. If Customer elects to pay by invoice (and Covecube agrees), all Fees are due as set forth in the invoice. Customer's obligation to pay all Fees is non-cancellable. Covecube's measurement of Customer's use of the Services is final. Covecube has no obligation to provide multiple bills.
Customer is responsible for any Taxes, and Customer will pay Covecube for the Services without any reduction for Taxes. If Covecube is obligated to collect or pay Taxes, the Taxes will be invoiced to Customer, unless Customer provides Covecube with a timely and valid tax exemption certificate authorized by the appropriate taxing authority. In some states the sales tax is due on the total purchase price at the time of sale and must be invoiced and collected at the time of the sale. If Customer is required by law to withhold any Taxes from its payments to Covecube, Customer must provide Covecube with an official tax receipt or other appropriate documentation to support such withholding. If under the applicable tax legislation the Services are subject to local VAT and the Customer is required to make a withholding of local VAT from amounts payable to Covecube, the value of Services calculated in accordance with the above procedure will be increased (grossed up) by the Customer for the respective amount of local VAT and the grossed up amount will be regarded as a VAT inclusive price. Local VAT amount withheld from the VAT-inclusive price will be remitted to the applicable local tax entity by the Customer and Customer will ensure that Covecube will receives payment for its services for the net amount as would otherwise be due (the VAT inclusive price less the local VAT withheld and remitted to applicable tax authority).
If required under applicable law, Customer will provide Covecube with applicable tax identification information that Covecube may require to ensure its compliance with applicable tax regulations and authorities in applicable jurisdictions. Customer will be liable to pay (or reimburse Covecube for) any taxes, interest, penalties or fines arising out of any mis-declaration by the Customer.
Any invoice disputes must be submitted prior to the payment due date. If the parties determine that certain billing inaccuracies are attributable to Covecube, Covecube will not issue a corrected invoice, but will instead issue a credit memo specifying the incorrect amount in the affected invoice. If the disputed invoice has not yet been paid, Covecube will apply the credit memo amount to the disputed invoice and Customer will be responsible for paying the resulting net balance due on that invoice. To the fullest extent permitted by law, Customer waives all claims relating to Fees unless claimed within sixty days after charged (this does not affect any Customer rights with its credit card issuer). Refunds (if any) are at the discretion of Covecube and will only be in the form of credit for the Services. Nothing in this Agreement obligates Covecube to extend credit to any party.
Late payments may bear interest at the rate of 5% per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys' fees) incurred by Covecube in collecting such delinquent amounts. If Customer is late on payment for the Services, Covecube may Suspend the Services or terminate the Agreement for breach.
Customer is solely responsible for its use of the Service and for making sure its use complies with the Acceptable Use Policy (the "AUP"). Covecube reserves the right to review the Customer's use of the Service for compliance with the AUP. Customer is responsible for ensuring all Customer End Users comply with Customer's obligations under the AUP, and this Agreement.
Customer will obtain and maintain any required consents necessary to permit the processing of Customer Data under this Agreement.
Customer will not, and will not allow third parties under its control to:
Covecube does not intend uses of the Services to create obligations under HIPAA, and makes no representations that the Services satisfy HIPAA requirements. If Customer is (or becomes) a Covered Entity or Business Associate, as defined in HIPAA, Customer will not use the Services for any purpose or in any manner involving Protected Health Information (as defined in HIPAA).
Third party components (which may include open source software) of the Services may be subject to separate license agreements. To the limited extent a third party license expressly supersedes this Agreement, that third party license governs Customer's use of that third party component.
Covecube may provide Documentation for Customer's use of the Services. The Documentation may specify restrictions on how the Services may be used and Customer will comply with any such restrictions specified.
If Covecube becomes aware that Customer's or any Customer End User's use of the Services violates the AUP, then Covecube may Suspend all or part of Customer's use of the Services immediately without notice.
Notwithstanding AUP Violations Covecube may immediately Suspend all or part of Customer's use of the Services if:
Except as expressly set forth in this Agreement, this Agreement does not grant either party any rights, implied or otherwise, to the other's content or any of the other's intellectual property. As between the parties, Customer owns all Intellectual Property Rights in Customer Data, and Covecube owns all Intellectual Property Rights in the Services and Software.
Covecube will not access or use Customer Data, except as necessary to provide the Services and Technical Support Services to Customer.
If Customer provides Covecube feedback about the Services, then Covecube may use that information without obligation to Customer, and Customer hereby irrevocably assigns to Covecube all right, title, and interest in that feedback.
Subject to payment of applicable support Fees, Covecube will provide Technical Support Services (also referred to here as "TSS") to Customer during the Term in accordance with the TSS Service Guidelines. Certain TSS services include a minimum recurring Fee as described on the Service. If Customer downgrades its TSS level during any calendar month, Covecube will continue to provide TSS at the same level and TSS Fees before the downgrade for the remainder of that month.
Before making a TSS Request to Covecube, Customer will use reasonable efforts to fix any error, bug, malfunction, or network connectivity defect without escalation to Covecube. Following such attempts, a Customer may submit a TSS Request through the Service.
When making a TSS Request, Customer will provide all requested diagnostic information and assist Covecube's technical support personnel as may be required to resolve a TSS Request.
Covecube may respond to a TSS Request by acknowledging receipt of the TSS Request. Customer acknowledges and understands that Covecube may be unable to provide answers to, or resolve all, TSS Requests.
If Covecube deems a TSS Request to be a feature request, Covecube will log the feature request for consideration to add to a future update or release of the Service and will consider the matter closed. Covecube has no obligation to respond to or resolve any feature request or to include any feature request in any future update or release.
Although Covecube has no obligation to provide TSS for early access (also known as "dev edition", "staging", "alpha", or "beta") features, or functionality of the Services, Covecube will consider TSS Requests at these development stages on a case-by-case basis.
Customer will provide first-level support to Customer End Users. Covecube will not provide support to Customer End Users.
Covecube will process TSS Requests during the Hours of Operation. Any TSS Requests received outside the Hours of Operation will be logged and processed during the next Business Day. Target initial response times are based on the Customer's TSS Support Role.
Covecube will provide all support under this Agreement in the English language only.
Covecube collects, processes and archives TSS Support Data for the purpose of providing TSS under this Agreement and maintaining the Services.
Covecube will provide Customer with TSS according to their designated Support Role as follows:
The Basic Support Role includes access to:
The Priority Support Role includes all the items in the Basic Support Role plus the following:
The Live Support Role includes all the items in the Basic Support Role plus the following:
Depending on the type, scope, and duration of any professional services requested (e.g., implementation, configuration, data migration, or other forms of technical assistance), additional fees and terms may apply.
To ensure optimal performance of the Services, Covecube performs periodic maintenance. In most cases, maintenance will have limited or no negative impact on the availability and functionality of the Services. If Covecube expects planned maintenance to negatively affect the availability or functionality of the Services, Covecube will use commercially reasonable efforts to provide at least 7 days’ advance notice of the maintenance. In addition, Covecube may perform emergency unscheduled maintenance at any time. If Covecube expects emergency unscheduled maintenance to negatively affect the availability or functionality of the Services, Covecube will use commercially reasonable efforts to provide advance notice of such maintenance. Covecube may provide any notice to Customer by posting it on the Service web site.
Covecube may discontinue any Services or any portion or features for any reason at any time without liability to Customer.
The "Term" of this Agreement will begin on the Effective Date and continue until the Agreement is terminated.
Either party may terminate this Agreement for breach if:
In addition, Covecube may terminate any, all, or any portion of the Services offered to the Customer, if Customer meets any of the conditions outlined above.
Customer may stop using the Service at any time. Customer may terminate this Agreement for its convenience at any time, and upon termination, must cease use of the Service. Covecube may terminate this Agreement for its convenience at any time without liability to Customer.
If the Agreement is terminated, then:
Each party represents and warrants that:
EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COVECUBE AND ITS SUPPLIERS DO NOT MAKE ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT. COVECUBE AND ITS SUPPLIERS ARE NOT RESPONSIBLE OR LIABLE FOR THE DELETION OF OR FAILURE TO STORE ANY CUSTOMER DATA AND OTHER COMMUNICATIONS MAINTAINED OR TRANSMITTED THROUGH USE OF THE SERVICES. NEITHER COVECUBE NOR ITS SUPPLIERS, WARRANTS THAT THE OPERATION OF THE SOFTWARE OR THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED. NEITHER THE SOFTWARE NOR THE SERVICES ARE DESIGNED, MANUFACTURED, OR INTENDED FOR HIGH RISK ACTIVITIES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY, NOR COVECUBE SUPPLIERS, WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY, NOR COVECUBE SUPPLIERS, MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID BY CUSTOMER TO COVECUBE UNDER THIS AGREEMENT DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
Customer will defend, indemnify, and hold harmless Covecube, our contractors, officers, directors, and representatives from and against any losses due to, arising out of or relating to any third-party claim concerning:
You will reimburse Covecube for reasonable attorneys’ fees, as well as our employees’ and contractors’ time and materials spent responding to any third party subpoena or other compulsory legal order or process associated with third party claims described above at our then-current hourly rates.
Neither party may assign any part of this Agreement without the written consent of the other.
Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
This Agreement does not create any agency, partnership or joint venture between the parties.
Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.
If any term (or part of a term) of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.
This Agreement does not confer any benefits on any third party unless it expressly states that it does.
Nothing in this Agreement will limit either party's ability to seek equitable relief.
Except as set forth in Section 3 (Modifications To the Agreement), any amendment must be in writing, signed by both parties, and expressly state that it is amending this Agreement.
The following Sections will survive expiration or termination of this Agreement:
This Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in this Agreement. The terms located at https://stablebit.cloud/Terms are incorporated by reference into the Agreement. After the Effective Date, Covecube may provide an updated URL in place of any URL in this Agreement.
If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the Agreement, and the terms at any URL. If Covecube provides this Agreement in more than one language for the country of your billing address, and there is a discrepancy between the English text and the translated text, the English text will govern.