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Last update: Dec 10, 2018

Welcome, and thank you for your interest in Banzai Cloud and our service, including our downloadable software applications, APIs, and websites (collectively, the “Service”).

The following terms and conditions are a legally binding contract regarding use of the Service between the entity, organization, company or individual agreeing to these terms (“Customer” or “you”) and Banzai Cloud.

PLEASE READ THE FOLLOWING TERMS OF USE CAREFULLY.

BY CLICKING “I ACCEPT,” OR ENTERING INTO AN AGREEMENT WITH BANZAI CLOUD THAT INCORPORATES THESE TERMS BY REFERENCE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS AND ANY ADDITIONAL TERMS OR FUTURE MODIFICATIONS (COLLECTIVELY, THE “TERMS”).

If you are not eligible, or do not agree to the Terms, then please do not use the Service.

1. General

1.1

Please read these Terms and Conditions (“Terms”, “Terms and Conditions”) carefully before using the websites and APIs on banzaicloud.com and banzaicloud.io domains, including but not limited to banzaicloud.com, www.banzaicloud.com, banzaicloud.io, beta.banzaicloud.io, docs.banzaicloud.io (the “Website”) operated by Banzai Cloud Ltd. (“us”, “we”, or “our”). The Website is designed to provide information about our products (hereinafter referred to as “Product”) and to afford a proper e-marketplace to make offers and orders relating to our Products.

1.2

Your access to and use of the Website is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Website.

1.3

By accessing or using the Website you agree to be bound by these Terms. If you disagree with any part of the Terms then you may not access the Website.

2. Our Products & service providing methods

2.1

It is a prerequisite of the use of our Products that you have your own application and an account (and valid credentials) at a cloud service provider. We do not provide cloud hosting services, for this purpose you shall have your own subscription or use your own data center. Your application means any application, software, system lawfully used by you, possessing the IPR over it, or being granted with an appropriate license to use it. Banzai Cloud shall not be liable under any circumstances for your inappropriate use of any application or software or any other copyrighted material.

2.2

Banzai Cloud Pipeline (the “Software”) allows enterprises to develop, deploy and scale container-based applications. Our Products consists of: the Software and the related services (the “Services”).

According to your individual needs you can choose among three Products:

  • Banzai Cloud Pipeline for developers: if you want to use the Software by yourself, you can download the Software, which is open source, and comes with Apache License, Version 2.0. The use of the Software is free, but the licensor does not ensure any support, warranty or any related service, and the Product is provided “as is” in full accordance with the terms of the corresponding Apache License. Pipeline for developers can be used also through the cloud-based version of the Software provided by Banzai Cloud, for this Pipeline for developers ‘SaaS’ the same terms shall apply which are set up in the Apache License (the only difference is that there is no copy of the Sofware downloaded to user’s device).
  • Banzai Cloud Pipeline SaaS: if you want Banzai Cloud to resolve tasks related to the development, deployment of your application and compute clusters using the Software, and then to provide a managed service for the permanent operation of your application in the cloud, Banzai Cloud Software as a Service will be your choice. A basic service level will be provided to you for a monthly fee, which shall be determined based on the specifics of your requirements (standard fees).
  • Banzai Cloud Pipeline Enterprise: this service is tailored to meet your individual needs. Instead of going to the cloud you can also chose to implement your application into your own data center.

Optional Products as additional services of the chargeable SaaS or the Enterprise Product are:

  • Banzai Cloud Support: it includes 1st, 2nd and 3rd level support, providing a higher service level and warranted response times.
  • Enterprise Integration Package: (only for customers of Banzai Cloud Enterprise) According to the individually negotiated conditions an upfront payment may arise over the monthly fee as the remuneration of the implementation of your application.

2.3

Customer shall acknowledge that we will process some technical data from your servers which are necessary for us to provide our services in an adequate manner. Customer shall furnish us with all login data to their credential (account) held at a certain cloud service provider, in order to enable us to enter, implement and configure Customer’s cloud settings. We will permanently monitor the Customer’s server to store records on the status of the server, which is indispensable for us to ensure the service. These data are not of personal character. All information about collecting and processing personal data are detailed in Banzai Cloud’s Privacy Policy. (Remark: if a credential held at a cloud service provider belongs to Customer as a legal person, but it is also connected to the assignment of a natural person who is entitled to manage this credential, the data shall be considered as personal data, which falls under the scope of the Privacy Policy).

2.4

The use of the Services is limited to a certain number of named users. Pricing is based on the usage volume.

3. Ordering and delivery process

3.1

If you want to receive information about the service fee of the Product provided in accordance with the usage volume specified by you, you can ask for offer by filling in the Request for Proposal Form or you can contact us through our website. In the Request for Proposal Form you shall provide us with your contacts and all relevant information relating to your application, your cloud service provider and the requested usage volume. It is also possible that you have a consultation with us, whereby we will assess your needs, and suggest you a configuration which meets your expectations (especially in case of asking a proposal for Banzai Cloud Enterprise).

3.2

After the consultation, or after receiving your Request for Proposal we will send you our detailed Proposal.

3.3

You will receive a Purchase Order Form together with our Proposal. By submitting the Purchase Order Form (in email or through the Website) you can order the Product (and related services) with the requested license volume. The ordering of the Product by you constitutes a binding offer, which we may assume by sending an Order Confirmation to you via email. By signing the Purchase Order Form you acknowledge that you have studied, understood and accepted this Terms and Conditions, and any other respective policy or agreement (such as the Privacy Policy or the Software as a Service Agreement). In case of Banzai Cloud Enterprise an individual agreement will be negotiated with you.

3.4

We will make our best efforts to send you the Order Confirmation within 24 hours. In case we cannot send you the Order Confirmation within the above period for any reason, you shall receive it at the latest within one week. All details of the ordered items shall accord in the Purchase Order and the Order Confirmation. If you discover any discrepancy between these two documents, you may object and claim the correction of the Order Confirmation. The completed Purchase Order and the according Order Confirmation together constitutes a binding agreement between you and us, which shall be regarded as a written agreement. The Purchase Order and the Order Confirmation will be registered and stored by us for the existence of our agreement, and after the termination of it for the period of time prescribed by law.

3.5

You will receive an electronic pro forma invoice together with the Order Confirmation, which shall be settled via PayPal.

3.6

Within 24 hours from receiving your payment we will complete the implementation tasks to your application, and you can start to use the service.

4. Payment terms

4.1

Unless otherwise stated in the Order Confirmation or in the pro forma invoice, you as Customer will be obliged to fulfil your payment obligations according to the followings:

  • Payments are due within 8 days from the issuance of the pro forma invoice,
  • Payments shall be made in currency indicated on the pro forma invoice,
  • Prices do not include any taxes, duties or any other additional sums (only VAT shall be indicated),
  • Banzai Cloud reserves the right to charge interest on late payments at a rate of 8% points per annum above the base rate of the Hungarian National Bank.

4.2

After the fulfilment of your payment we will issue our final electronic invoice, which shall be a valid invoice in accordance with all statutory requirements. We will send you our invoice within 15 days from receiving your payment.

5. Limitations and exclusions of liability

5.1

Nothing in these terms and conditions will: (a) limit or exclude our or your liability for death or personal injury resulting from negligence; (b) limit or exclude our or your liability for fraud or fraudulent misrepresentation; © limit any of our or your liabilities in any way that is not permitted under applicable law; or (d) exclude any of our or your liabilities that may not be excluded under applicable law.

5.2

The limitations and exclusions of liability set out in this Section and elsewhere in these terms and conditions: (a) are subject to the preceding paragraph; and (b) govern all liabilities arising under the terms and conditions or in relation to the subject matter of the terms and conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty.

5.3

To the extent permitted by law, we will not be liable in respect of:

  • any loss or damage of any nature.
  • any losses arising out of any event or events beyond our reasonable control.
  • any business losses.
  • any loss of or damage to profits, income, revenue, or anticipated savings.
  • any loss of use or production.
  • any loss of management time or office time.
  • any loss of business, contracts, commercial opportunities or goodwill.
  • any loss or corruption of any data, database.
  • any special, indirect or consequential loss or damage.
  • any losses arising out of any acts or omissions of any hosting services provider, payment services provider or other third party services provider.

5.4

You accept that we have an interest in limiting the personal liability of Banzai Cloud’s members and employees. Having regard to that interest, you accept that we are a limited liability entity and agree that you will not bring any claim personally against individual members or employees in respect of any losses you suffer in connection with the website, our services, products, or these terms and conditions. This will not, of course, limit or exclude the liability of Banzai Cloud itself for the acts and omissions of our members and employees.

5.5

The liability of Banzai Cloud to the Customer shall not exceed the sum payable by Customer to Banzai Cloud for one invoicing period (which is generally one month unless otherwise agreed).

5.6

All the costs arising at the cloud service provider (so thus where Customer’s application will be stired) shall be controlled by the Customer. Banzai Cloud shall not be liable under any circumstances for the overuse or unexpected use volume of the cloud, because Banzai Cloud is scaling and operating the Services automatically, and it is Customer’s sole responsibility to set up a credit line or to control those situation which may trigger a special use volume (e.g. Black Friday for webshops).

6. Term and termination

6.1

This Agreement shall come into force upon confirmation of Customer’s Purchase Order by us, and shall remain effective for an indefinite period of time.

6.2

Customer may terminate the Agreement by sending a written termination notice to us at least 15 days before the end of the chosen invoicing period (which is basically monthly invoicing unless otherwise agreed). If Banzai Cloud does not receive termination notice until the above deadline, it will issue and send to Customer the next pro-form invoice for the forthcoming invoicing period.

6.3

We may suspend the Services if Customer fails to pay in due time. Banzai Cloud shall send a 1 day prior notice via email about the suspension, containing a warning for Customer’s obligation of payment. From the suspension of the Services Customer will have a 30 days grace period to fulfil the payment. In case of performing the payment within the grace period the Services will be restarted automatically upon receival of the payment.

6.4

If payment is not fulfilled within 30 days from the suspension, the legal relationship will terminate automatically and with immediate effect

7. Acceptable use

You must not use our website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity. You must not use our website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer Product. You must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our website without our express written consent. You must not use our website to transmit or send unsolicited commercial communication. You must not use our website for any purposes related to marketing without our express written consent.

8. Indemnity

You hereby indemnify us and undertake to keep us indemnified against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute) incurred or suffered by us arising out of any breach by you of any provision of these terms and conditions, or arising out of any claim that you have breached any provision of these terms and conditions.

9. Breaches of these terms and conditions

9.1

Without prejudice to our other rights, if you breach these terms and conditions of use in any way, or if we reasonably suspect that you have breached these terms and conditions of use in any way, we may: (a) send you one or more formal warnings; (b) temporarily suspend your access to the website; © permanently prohibit you from accessing the website; (d) block computers using your IP address from accessing the website; (e) contact your internet services provider and request that they block your access to the website; (f) bring court proceedings against you for breach of contract or otherwise; (g) suspend and/or delete your account with the website; and/or (h) delete and/or edit any or all of your content.

9.2

Where we suspend or prohibit or block your access to our website or a part of our website, you must not take any action to circumvent such suspension or prohibition or blocking (including without limitation creating and/or using a different account).

10. Trademarks

Banzai Cloud and our logo are trademarks belonging to us. We give no permission for the use of these trademarks, and such use may constitute an infringement of our rights. The other registered and unregistered trademarks or service marks on our website are the property of their respective owners. Unless stated otherwise, we do not endorse and are not affiliated with any of the holders of any such rights and as such we cannot grant any license to exercise such rights.

11. Variation

We may revise these terms and conditions from time-to-time. Revised terms and conditions will apply to the use of our website from the date of the publication of the revised terms and conditions on our website.

12. Severability

If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

13. Entire agreement

These terms and conditions, together with our privacy policy, constitute the entire agreement between you and us in relation to your use of our website, and supersede all previous agreements in respect of your use of this website. The purpose of these terms and conditions is to regulate the use of the website, and the ordering and payment process. After having concluded any specific contract with us, the present terms and conditions and the additional agreements shall apply.

14. Law and jurisdiction

These terms and conditions will be governed by and construed in accordance with the laws of Hungary, and any disputes relating to these terms and conditions will be subject to the exclusive jurisdiction of the courts of Hungary.

15. Contact Information

If you have any questions regarding Banzai Cloud, the Service, or the Terms please contact us at help@banzaicloud.com.