Effective Date: July 1, 2019
If you have other contracts with BoltOps that specify the use of BoltOps products and services (Services), those contracts supercede this agreement.
YOU AGREE TO BE BOUND BY THIS AGREEMENT WHENEVER YOU USE BoltOps PRODUCTS OR SERVICES. YOU MUST CEASE USING THE PRODUCTS AND SERVICES IF YOU DISAGREE WITH ANY OF THE TERMS.
1. Updates to this Service Agreement
a) Updates. We may update this Agreement or any additional agreement for any particular service at any time. We will post updates to the agreement to https://boltops.com/terms, and there we will post the date at which the update was made and the date at which the new agreement will take effect. By continuing to use BoltOps products and services after the effective date of the updates you agree to be bound by the new terms.
b) Notifications. You agree to receive all communications related to any products or services electronically and that these electronic communications have the same legal weight as communications sent in writing.
2. Authorized Users
a) Definition. An “Authorized User” is an employee, contractor, or computer program which performs work for a BoltOps customer and is granted access to BoltOps services on a per-user basis. Each Authorized User counts towards the maximum number of Authorized users that is specified at the time of subscription to a BoltOps service.
b) Registering/Deregistering Users. You must purchase a license and register each additional employee, contractor, or computer program which you want to designate as an Authorized User. Additional licenses can be purchased and users can be registered/deregistered as Authorized Users by using the customer-facing user management portal or by emailing firstname.lastname@example.org. Authorized users are automatically unauthorized when their employment or contractual relationship with you ends.
3. Additional Terms for Specific Cases
If you purchase a BoltOps Pro Subscription, you agree to the Boltops Subscription Terms. If you use BoltOps Pro Support, you agree to the Support Terms.
a) Pricing. The price that you pay for a BoltOps service will be the price specified for that service at the time of purchase. BoltOps is free to change the price for any service at any time, but you will continue to pay the price specified for you at the time of purchase for the remainder for your annual commitment.
b) Billing for Subscription Services. When you first purchase a BoltOps Pro subscription, BoltOps will immediately charge for the first month of the subscription. You will continue to be charged on a monthly basis. Monthly payments will be made via credit card.
c) Late Payments. Late payments will trigger a 5% interest fee per month or the highest amount permitted by law. You will be responsible for all collection costs and legal fees related to the collection of past due payments.
5. Termination of General Services
a) Termination for Convenience. Either party can terminate this Agreement by giving 30 days notice to the other via email.
b) Termination for Breach. Either party can terminate this Agreement if there is a breach of contract by the other party. The other party must be notified via email 14 days prior to the termination. In addition, the other party must be allowed to rectify the breach for 14 days after the receipt of the notification of intent to terminate.
c) After Termination. BoltOps will be due compensation for all services rendered within 15 days of the termination date. Both parties reserve all intellectual property rights specified in section 6 below.
6. Intellectual Property Rights
a) Customer License. Provided you have paid for a BoltOps service and are not in Breach of this Agreement, and dependent on the terms for that particular service, BoltOps grants you a worldwide, non-exclusive, royalty-free, non-sublicensable, non-transferable license for your Authorized Users to install, execute, and copy the services for your business use, and to modify the services or create derivative works for your own purposes.
b) Distribution rights. You are not permitted to sell, publish, or distribute any of the services or their source code. You are not permitted to sell, publish, or distribute any modifications to the service or derivative works which you have created.
c) Transfer of Rights. Unless enumerated in this Agreement, BoltOps does not transfer any rights to any service in whole or part to anyone. BoltOps retains all rights to the services.
d) In all countries, BoltOps retains all rights to the source code, object code, documentation, inventions, and data which form the services or are used to perform the services. No part of the services is made as a “work-made-for-hire”, as defined by United States Law.
e) You acknowledge that BoltOps reserves the right to use and incorporate the services into work performed for other customers or third parties.
f) You acknowledge that BoltOps may incorporate third-party software into the services, or may use third-party software to perform services.
g) You are not permitted to distribute Services or any derivative of the services in any way. If you “convey” services or derivative works, you are responsible for ensuring that you do not trigger GPL or LGPL “viral obligations” and that you will comply with the licenses of any third party software that you incorporate into the services or derivative works.
a) Non-Disclosure. You and BoltOps acknowledge that any confidential information gathered during the performing of Services will be held in confidence, and will not be disclosed to third parties without written approval from the party disclosing the confidential information.
b) Protection of Confidential Information. Each party will protect the other party’s confidential information with at least the same level of protection that it uses to protect its own. In addition, confidential information shall only be disclosed to employees who are bound by confidentiality obligations at least as restrictive as those in this Agreement.
c) Definition of Confidential Information. The obligation of non-disclosure of confidential information shall apply to information conveyed in any form. However, all confidential information must be designated as such in writing. If confidential information is conveyed in a form other than a document, then a document must subsequently be provided to the receiving party in which the confidential information is designated as such within 30 days of disclosure. The following does not constitute confidential information:
- Is publicly known without breach of this Agreement
- Is developed independently without reference to the confidential information of the disclosing party
d) Survival of Obligations Upon Termination. The obligations to protect confidential information outlined in this Agreement will survive the termination of this Agreement.
e) BoltOps services are confidential information of BoltOps.
8. Limited Liability
BoltOps will not be liable for your lost profits or any other damages. This applies even if a remedy for a breach fails. BoltOps’ total liability under this Agreement and all other service-specific agreements will not exceed the total compensation received from you for Services in the 12 months preceding the claim.
You will indemnify and hold harmless BoltOps and its members, employees, and agents against any third party liability, including legal expenses, related to your use of BoltOps Services.
10. Representations and Warranties
a) You hereby affirm that you have the authority to enter into this agreement and to bind to these terms the entity which you represented during registration for BoltOps services.
b) Limitations. BoltOps disclaims all warranties with respect to the Services including but not limited to all warranties of merchantability, fitness for a purpose, or quality. BoltOps makes no representation that the Services will meet any requirements of performance or reliability.
11. Independent Contractor
The relationship between you and BoltOps is not one in which one party is the employer of the other. Neither party has the authority to create or assume obligations or liabilities on behalf of the other.
12. Use of Services to Compete
You agree to not design, offer, sell, or otherwise distribute software that provisions or configures infrastructure to software companies in any jurisdiction, as long as BoltOps is in the business of offering such services. If BoltOps determines, at its discretion, that you are competing with BoltOps, BoltOps may terminate any and all terms of service for any BoltOps service or Product.
13. Force Majeure
No failure by any party to comply with the terms of this agreement will constitute a breach of these terms if the failure is caused by events outside of the party’s control. This includes, but is not limited to, acts of god, war, and government orders.
Notices pursuant to this Agreement will be sent via email or in writing via personal delivery or mail, and will be sent to the email or physical address which you listed during registration for the services. Notices to BoltOps shall be sent to email@example.com.
This Agreement can only be transferred after obtaining the written consent of the other party, or in connection with a merger, acquisition, or reorganization.
16. Governing Law and Dispute Resolution
This Agreement will be governed by the laws of the state of California. If there is a claim or dispute relating to a breach of the Agreement, both parties will select a neutral mediator and attempt to resolve the conflict within 30 days before any court or other legal action is taken.
BoltOps Pro Subscription Terms
1. Terms and Termination
a) Annual Contract: The BoltOps Pro subscription is a commitment to pay for the service for on an annual basis.
b) 7-Day Money Back Guarantee: There is a 7-Day Money Back Guarantee grace period that starts immediately once users are granted access to the private software repositories. If you cancel before the 7-Day Money Back guarantee period, you are required to remove all copies, derivatives, and forks of BoltOps software. You also forfeit all intellectual property derived from BoltOps services and products. After the 7-Day period, the annual contract commitment goes into effect.
c) Setup Reference Architecture Fee: The 7-Day Money Back Guarantee does not apply to the one-time Setup fee. The setup fee is non-refundable. If you have elected to purchase the one-time Setup add-on, then the 7-Day Money back guarantee also does not apply on the BoltOps Pro private repositories. In effect, the purchasing the one-time setup fee means you will commit for at least a year.
d) Early Cancellation Charge: If you have passed the 7-Day Money Back period and are within the first year of the subscription service and cancel your subscription, then you will be charged for the rest of the year in full. For example, if you have paid 2 months of subscription fees and cancel, you will pay for the 10 remaining months in full.
e) Auto-Renewing Terms of 12 Months. These BoltOps Pro subscription terms will remain in full force for 12 months after you register for the BoltOps Pro service, and will renew automatically for an additional 12 months every 12 months thereafter (Renewal Term) until the subscription is terminated.
f) Continuation of BoltOps Pro Subscription Services: Upon termination of your BoltOps Pro Subscription, you will continue to have full access to the service until the end of your renewal term, after which your access will be revoked.
g) Post-Termination Rights. Upon termination of the BoltOps Pro subscription, and after your current Renewal Term, you must cease use of all BoltOps intellectual property, with the exception of copies and forks you have made of any BoltOps Pro repositories you have made up to that point in time, provided that all amounts due to BoltOps have been paid.
Each Authorized user will receive access to a private repository containing code for software that provisions and configures cloud infrastructure. This code is created and maintained by BoltOps. BoltOps will release new features, bug fixes, security improvements and other updates from time to time. Authorized users will have access to these updates, but it is your responsibility to make sure that the updates are applied. BoltOps shall not be responsible or liable for your failure to act on any update, or for email delivery problems that prevent you from receiving update notifications.