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Terms and Conditions»

Last updated: March 7, 2023

This Terms and Conditions is between the entity you represent, or, if you do not indicate an entity in connection with the Services, you individually (“Client”, “you” or “your”), and Spacelift, Inc. with its principal office at 541 Jefferson Ave. Suite 100, Redwood City CA 94063, United States of America (“Spacelift”, “the Company” “we”, “us”, or “our”). It consists of the terms and conditions below, the Privacy Policy, the Refund Policy and the Cookie Policy (together, the “Agreement”).

The Agreement does not govern the use of:

  • the Services under Enterprise Plan provided that a separate and mutually agreed contract has been executed,
  • the Services purchased via AWS Marketplace, which are subject to Standard Contract for AWS Marketplace and any amendments,
  • any self-hosted services provided by Spacelift, Inc. which are subject to a separate agreement.

1. DEFINITIONS»

1.1. “Authorized User” means Client’s employees, consultants, contractors, agents, and Workers (a) who Client authorizes to access and use the Services under the rights granted to Client under this Agreement; and (b) for whom access to the Services has been purchased hereunder.

1.2. “Client Data” means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received from the Client or an Authorized User by or through the Services. For the avoidance of doubt, Client Data does not include Resultant Data or any other information reflecting the access or use of the Services by or on behalf of Client or any Authorized User.

1.3. “Confidential Information” means all nonpublic information, including, but not limited to, source code, software, trade secrets, know-how, technical drawings, algorithms, ideas, inventions, other technical, business or sales information, negotiations or proposals, disclosed by us in whatever form and which is known by the Client or its Authorized User to be confidential or under circumstances by which the receiving party should reasonably understand such information is to be treated as confidential, whether or not marked as “Confidential”.

1.4. “Documentation” means any manuals, instructions, including technical specifications, or other documents or materials describing the features and functionality of the Services, which are located on Website or provided to Clients, and may be updated from time to time.

1.5. “Intellectual Property Rights” or “IPR” means any registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws in any part of the world.

1.6. “Metrics” - means the measurements used for quantifying the Services usage with the following meaning:

    ​1.6.1. “Private Minute(s)” means minute(s) of Private Workers’ Services usage in a given month;

    1.6.2. “Public Minutes” means minutes of Public Worker’s Services usage in a given month;

    16.3. “Seat(s)” means an Authorized User(s) who actively logged in to the Services in a given month;

    1.6.4. “Worker(s)” means a predefined set(s) of computing resources that are specifically optimized for the development and provisioning and deployment of cloud-based infrastructures based on IaC; a Worker can be either a self-hosted agent performing infrastructure management in a Client-controlled environment (“Private Worker”) or any other software agent, provided and managed by Spacelift in a common secure worker pool (“Public Worker”).

1.7. “Services” means the Spacelift’s specialized, continuous integration and deployment (CI/CD) platform for infra-as-code available at https://spacelift.io as SaaS;

1.8. “Subscription” means enrollment for Services for a Subscription Plan on Subscription Terms as defined in the Agreement;

1.9. “Subscription Plan(s)” means available Subscription offer(s) for use of the Services as described on the Website, including Trial, Free, Cloud, and Enterprise;

1.10. “Subscription Term(s)” means the conditions under which a Subscription is made under the Agreement, including the Subscription Period, Metrics, and Subscription Fees, as described in Section 5;

1.11. “Website” means https://spacelift.io website managed by Spacelift.

2. GENERAL»

2.1. Execution of the Agreement. Accepting this Agreement is a condition of using the Services provided by Spacelift. ​​BY COMPLETING THE REGISTRATION PROCESS, ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE AND AGREE THAT (I) YOU HAVE READ, UNDERSTOOD, AND ACCEPTED THIS AGREEMENT, AND (II) YOU HEREBY REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ENTER OR ACT ON BEHALF OF THE CLIENT, AND BIND TO THIS AGREEMENT. If you do not have the legal authority to enter this Agreement, do not understand this Agreement, or do not agree to the Agreement, you should not accept the Terms and Conditions, or use the Services.

2.2. Conflict of Provisions. In the event of any inconsistencies or conflict between the documents that make up this Agreement, the documents will prevail in the following order: (a) any written amendment agreed upon by the parties (such as order forms); (b) Privacy Policy; (c) these Terms and Conditions and (d) the Refund Policy.

2.3. Compliance. You are responsible for (a) compliance with the provisions of the Agreement by you and your Authorized Users and for any and all acts and omissions of Authorized Users connected with their use and access to the Services and for any breach of this Agreement by Authorized Users; and (b) any delay or failure of performance caused in whole or in part by your delay in performing, or failure to perform, any of your obligations under this Agreement. Without limiting the foregoing, you are solely responsible for ensuring that your use of the Services is compliant with all applicable laws and regulations, as well as any and all privacy policies, agreements, or other obligations you may maintain or enter into.

2.4. Amendments. Any individual amendment to this Agreement must be made in writing (expressly stating that it is amending this Agreement) and signed by both parties.

3. LICENSE, INTELLECTUAL PROPERTY RIGHTS, AND OWNERSHIP»

3.1. Ownership. The Services, Documentation, and Website, all copies and portions thereof, and all IPR therein, including, but not limited to source code, databases, functionality, software, website designs, audio, video, text, photographs, graphics, or derivative works therefrom, are owned by us or licensed to us. You are not authorized to use (and will not permit any third party to use) the Services, Website, Documentation, or any portion thereof except as expressly authorized by this Agreement. Specifically, no part of the Services, Documentation, or Website may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, modified, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

3.2. Confidential Information. All our Confidential Information and derivations thereof will remain our sole and exclusive property. You should not disclose, use or publish Confidential Information without our prior written consent. You must hold all our Confidential Information in strict confidence and safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care you use to protect your similarly sensitive information and in no event less than a reasonable degree of care.

3.3. License. Spacelift makes the Services available to you during the Subscription Period, subject to the terms and conditions of this Agreement and Subscription Terms. Spacelift grants a limited, non-exclusive, non-sublicensable, non-transferable right to access and use the Services and its Documentation during the Subscription Period, solely for your internal business purposes or your personal use.

3.4. Restrictions. You will not, and will not permit any other person to, access or use the Services except as expressly permitted by this Agreement. For purposes of clarity and without limiting the generality of the foregoing, you will not, except as this Agreement expressly permits: (a) copy, modify, or create derivative works or improvements of the Services or Documentation; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Services or Documentation to any person; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services, in whole or in part; (d) bypass or breach any security device or protection used by the Services or access or use the Services other than by an Authorized User through the use of his or her own then valid access credentials; (e) input, upload, transmit, or otherwise provide to or through the Services or Documentation, any information or materials that are unlawful or injurious, or contain, transmit, or activate any harmful code; (f) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services or Documentation, or our provision of services to any third party, in whole or in part; (g) remove, delete, alter, or obscure any trademarks, Documentation, warranties, or disclaimers, or IPR notices from any Services; (h) access or use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any IPR or other right of any third party or that violates any applicable law; or (i) access or use the Services or Documentation for purposes of competitive analysis of the Services, the development, provision, or use of a competing software service or product.

3.5. Client Data. You are and will remain the sole and exclusive owner of all rights, title, and interest in and to all Client Data, including all IPR, subject to the rights and permissions granted in the Agreement. You have exclusive control and responsibility for determining what data you submit to the Services, for obtaining all necessary consents and permissions for the submission of Client Data, and for the accuracy, quality, and legality of Client Data.

3.6. Consent to Use Client Data. You irrevocably grant all such rights and permissions in or relating to Client Data as are reasonably necessary or useful to us to enforce this Agreement and exercise our rights and perform our obligations hereunder.

3.7. Use of Resultant Data. We may collect data and information related to your use of the Services that is used by us in an aggregate manner, including to compile statistical and performance information related to the provision and operation of the Services (“Resultant Data”). You unconditionally and irrevocably grant to us an assignment of all rights, title, and interest in and to the Resultant Data, including all IPR relating thereto, if any.

4. PROVISION OF SERVICES»

4.1. Metrics. Use of the Services is subject to usage limits reflected in Metrics, as set forth in the Subscription Plan. We will monitor your use of the Services in order to verify whether you comply with the presented limits.

4.2. Services Modifications. We reserve the right to make any changes to the Services or Documentation that we deem necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of Services to you and other clients; (ii) the competitive strength of or market for Services; or (iii) the Services' cost efficiency or performance; or (b) to comply with applicable law.

4.3. Privacy. When applicable, we will comply with all applicable laws, regulations, and government orders relating to personally identifiable information and data privacy with respect to any such Client Data that we receive or have access to under the Agreement or in connection with the performance of the Services. In particular, regulations for the protection of personally identifiable information are indicated in the Privacy Policy incorporated herein by reference.

4.4. Access and Security. You will employ all physical, administrative, and technical controls, screening, security procedures, and other safeguards necessary to: (a) securely administer the distribution and use of all access credentials and protect against any unauthorized access to or use of the Services; and (b) control the content and use of Client Data, including the uploading or other provision of Client Data for processing by the Services.

4.5. Security. We maintain industry-standard security and privacy certification, such as a SOC II certification. We will use appropriate technical and organizational measures designed to prevent unauthorized access, use, alteration, or disclosure of the Services or Client Data.

4.6. Incidents. We will notify you in case of any security incident as soon as possible, provided that you have indicated your contact data in the Services under the address: https://*.app.spacelift.io/settings/security (* being the domain name chosen by you to access Services).

4.7. Downtimes. We will use commercially reasonable efforts to give you at least 24 hours prior notice of all scheduled outages of the Services. You can check the current Services’ availability status at https://spacelift.statuspage.io/

4.8. Services and Website Management. We reserve the right at our sole discretion, to (a) monitor the Services for breaches of the Agreement; (b) take appropriate legal action against anyone in breach of applicable laws or the Agreement; (c) refuse, restrict access to, or availability of, or disable (to the extent technologically feasible) any of Client Data; (d) remove from the Services or Website or otherwise disable all files and content that are excessive in size or are in any way a burden to our systems; and (e) otherwise manage the Website and Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Website and Services.

4.9. Third-Party Materials. The Website and/or Services may contain links to websites or applications operated by third parties. We do not have any influence or control over any such third-party websites or applications or the third-party operator. We are not responsible for and do not endorse any third-party websites or applications or their availability or content.

4.10. Access by Third-Party Accounts. You may register and login to the Services using your third-party service providers account details, like a Google or GitHub account (“Third-Party Account”). When you do so, we will receive certain profile information varying on the identity provider and the information you decided to include in your Third-Party Account. You will have the ability to disable the connection between your Services account and your Third Party Accounts at any time. Please note that your relationship with the third-party service providers associated with your Third-Party Accounts is governed solely by your agreement(s) with such third-party service providers. If a Third Party Account or associated service becomes unavailable or the access to such Third Party Account is terminated by the third-party service provider, then your access using such Third Party Account may no longer be available.

4.11. Support Services. During the Subscription Period, we will provide support services depending on the Subscription Plan, as described in https://docs.spacelift.io/product/support/

4.12. Client Systems and Cooperation. You will at all times during the period of Subscription: (a) set up, maintain, and operate in good repair and in accordance with the Documentation all your systems (meaning information technology infrastructure, including computers, software, databases, electronic systems, database management systems, and networks) on or through which the Services are accessed or used; (b) provide us with such access to your data or systems as is necessary for us to perform the Services in accordance with the Agreement and Documentation; (c) use reasonable measures to prevent and promptly notify us of any unauthorized access to Authorized User accounts of which you become aware of, and (d) provide all cooperation and assistance as we may reasonably request to enable us to exercise our rights and perform our obligations under and in connection with this Agreement.

4.13. Quality of Services. You are aware that the quality of the Services and your use of the Services might be affected by a number of factors outside our control, including but not limited to force majeure, technical conditions, hardware or software (including third-party software and network) issues. Any delay or default affecting the availability, functionality, correctness, or timely performance of the Services caused by such circumstances will not constitute a breach of the Agreement.

4.14. No Data Backup. We do not store or backup any Client Data. The Services do not replace the need for you to maintain regular data backups or redundant data archives. We have no obligation or liability for any loss, alteration, destruction, damage, corruption, or recovery of Client Data.

4.15. Disclaimer. The content on the Website is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from taking, any action on the basis of the content on the Website.

5. SUBSCRIPTION PLANS AND TERMS»

5.1. Effective Date and Term. This Agreement commences on the effective date being the day of your registration, access to, or use of the Services, whichever happens first (“Effective Date”). Unless earlier terminated pursuant to the terms of this Section, the Agreement will continue through the Subscription Period of a chosen Subscription Plan.

5.2. Subscription Plans. The Services are available under the following Subscription Plans with the relevant Subscription Terms:

Plan Subscription Period Termination Subscription Fee
Trial 14 days Any time None
Free Non-definite term Any time None
Cloud Default: 1 month, monthly renewal.
Individual arrangements may include an annual or a multi-year Subscription Period.
Any time during the Subscription Period, having its effect on the last day of the given Subscription Period. Current fees are set forth in https://spacelift.io/pricing
Enterprise As agreed by the parties in a separate agreement or order form As agreed by the parties in a separate agreement or order form As agreed by the parties in a separate agreement or order form

5.3. The Trial Plan. The Subscription Terms for the Trial Plan are as follows:

    5.3.1. Scope and Metrics. The Trial Plan offers access to Services to get to know Services before starting the Free, Cloud, or Enterprise Plan. Any usage limitations are indicated on https://spacelift.io/pricing.

    5.3.2. Subscription Period. The Trial Plan expires 14 days after your registration to the Services.

    5.3.3. Termination. You may cancel the Trial Plan by accessing your account settings and clicking on the "Cancel Plan" option or by contacting us at: contact@spacelift.io.

    5.3.4. Next Steps. Upon the end of Trial Plan, you may: (a) stop using the Services and delete your account thus terminating the Agreement, (b) continue to use the Services under Free Plan, (c) subscribe to Cloud Plan if you provide payment details to make a Subscription Fee according to the currently effective rates presented on https://spacelift.io/pricing, or (d) contact sales@spacelift.io to discuss the Enterprise Plan which is subject to separate agreement.

5.4. The Free Plan. The Subscription Terms for the Free Plan are as follows:

    5.4.1. Scope and Metrics. The Free Plan offers access to the Services with usage limitations indicated on https://spacelift.io/pricing. In order to expand the usage limitations, upgrade to Cloud Plan or Enterprise Plan.

    5.4.2. Subscription Period and Termination. The Free Plan is available for an indefinite period of time and might be terminated at any time. You may cancel the Free Plan by accessing your account settings and clicking on the "Cancel Plan" option or by contacting us at: contact@spacelift.io.

5.5. The Cloud Plan. The Subscription Terms for the Cloud Plan are as follows:

    5.5.1. Scope and Metrics. The Cloud Plan offers access to the Services with usage limitations indicated on https://spacelift.io/pricing. This plan can be supplemented with additional Seats and/or Workers as required, at an additional cost calculated on the basis of current rates.

    5.5.2. Subscription Period and Billing. If you activate the Cloud Plan, you authorize Spacelift to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or your account, all accrued sums on or before the payment due date for the accrued sums. The "Subscription Billing Date" is the date when you purchase your first Subscription to the Services. Your account will be charged automatically on the Subscription Billing Date for all applicable fees for the next Subscription Period. The subscription will continue unless and until you cancel your Subscription or we terminate it. You must cancel your Subscription before it renews in order to avoid billing the next periodic Subscription Fee to your account. We will bill the periodic Subscription Fee to the payment method you provide to us during registration (or to a different payment method if you change your payment information).

    5.5.3. Termination. You may cancel the Cloud Plan at any time by accessing your account settings and clicking on the "Cancel Plan" option or by contacting us at: contact@spacelift.io. The termination will be effective on the last day of the given Subscription Period.

5.6. Withdrawal and Refund. You may withdraw from the Agreement and claim a refund of funds within 14 days after its execution provided that the Services have not been activated during that period. You can find all the details regarding the refund in our Refund Policy.

5.7. Plan Adjustments and Upgrades. The Subscription Terms for each plan, including Subscription Period, Fees, and Metrics may be adjusted by written agreement of the parties. If you wish to upgrade your Subscription Plan, contact sales@spacelift.io to discuss the available options.

5.8. The Enterprise Plan. In most cases, Subscription Terms of the Enterprise Plan are individually discussed by the parties and bind the parties on the basis of a separately executed agreement. In case a separate agreement is not executed between the parties, the written arrangements (such as order forms) regarding Subscription Terms apply and in the remaining scope terms for the use of the Services will be subject to conditions set forth in this Agreement.

5.9. Services Usage during Negotiations. If you wish to actively use the Services in the course of negotiating the separate agreement, the parties may agree on the temporary terms of use of the Services, including the relevant Metrics, period, and fees, and in the remaining scope terms for the use of the Services will be subject to conditions set forth in this Agreement.

6. SUBSCRIPTION FEES»

6.1. Terms of Payment. Unless otherwise agreed by the parties, Subscription Fees will be payable in USD via a credit card on a going-forward basis and will be subject to this Section 6.

6.2. Taxes. All Subscription Fees and other amounts payable by you under this Agreement are exclusive of taxes and similar assessments. Without limiting the foregoing, you are responsible for all sales, use, excise taxes, and any other similar taxes, duties, and charges of any kind, other than any taxes imposed on our income.

6.3. Late Payment. If you fail to make any payment when due then, in addition to all other remedies that may be available: (a) we may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (b) you will reimburse us for all reasonable costs incurred by us in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (c) if such failure continues for fourteen (14) days following written notice, we may suspend performance of the Services until all past due amounts and interest have been paid, without incurring any obligation or liability to you or any other person by reason of such suspension.

6.4. Subscription Fees Increases. Separately from any changes in Subscription Fees due to the upgrade of the relevant Metrics, we may increase Fees for any Subscription Period before its start by providing you a notice prior to the commencement of the next Subscription Period. Your continued use of the Services constitutes your acceptance of such changed Subscription Fees.

7. SUSPENSION AND TERMINATION»

7.1. Suspension. Without limiting any other provision of the Agreement, we reserve the right to, in our sole discretion and without notice or liability, deny access to and use of the Services (including blocking certain IP addresses), to any person for any reason including but not limited to (a) proven or suspected breach of any representation, warranty or covenant contained in the Agreement or of any applicable law or regulation; (b) your use of the Services poses a risk to the Services, our other customers, or us (including our infrastructure, security, and third-party relationships); (c) your use of the Services could subject us to liability or (d) you are past due in the payment of Subscription Fee. We will provide you with prompt notice of any suspension.

7.2. Effect of Suspension. If we suspend your access to the Services for any reason set out in the Agreement, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

7.3. Termination for Cause. Notwithstanding the termination for convenience as described in Section 5, Either Party may terminate this Agreement, effective on written notice to the other party, if the other party (a) materially breaches this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach; (b) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (c) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (d) makes or seeks to make a general assignment for the benefit of its creditors; or (e) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

7.4. Effect of Termination. Upon any termination of this Agreement, except as expressly otherwise provided in this Agreement: (a) all rights, licenses, consents, and authorizations granted by either party to the other will immediately terminate; (b) we will immediately cease all use of any Client Data and at your request destroy, all documents and tangible materials containing or based on Client Data and erase all Client Data from all our systems, provided that, for clarity, our obligations under this Section 7.4 do not apply to any Resultant Data or other data that is required to establish proof of a right or a contract, which will be stored for the duration provided by enforceable law; (c) you will immediately cease all use of any Services and within sixty (60) days destroy, all documents and tangible materials containing or based on any our materials, including Documentation and erase all our materials from the systems you directly or indirectly control. You acknowledge and agree that you are responsible to retrieve Client Data from the Services prior to the termination of this Agreement.

7.5. Surviving Terms. The provisions set forth in the following sections, and any other right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: 3.1, 3.2, 3.4, 3.7, 7.4, 7.5, 8.4, 9, 10, 12.

8. REPRESENTATIONS AND WARRANTIES»

8.1. Mutual Representations and Warranties. Each party represents and warrants to the other party that it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under this Agreement.

8.2. Additional Spacelift Representations, Warranties, and Covenants. We represent, warrant, and covenant to you that (a) we will perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards and will devote adequate resources to meet its obligations under this Agreement; (b) the Services will be performed materially in accordance with the applicable Documentation; (c) to the best of our knowledge, the Services is free from any viruses, worms, malware, or other malicious source code.

8.3. Additional Client Representations, Warranties, and Covenants. You represent, warrant, and covenant to us that (a) you own or otherwise have and will have the necessary rights and consents in and relating to the Client Data so that, as received by us and processed in accordance with this Agreement, they do not and will not infringe, misappropriate, or otherwise violate any IPR, or any privacy or other rights of any third party or violate any applicable law; (b) all registration information you submit will be true, accurate, current, and complete and relate to you and not a third party; (c) you will maintain the accuracy of such information and promptly update such information as necessary; (d) you will keep your access credentials confidential and will be responsible for all use of your access credentials; (e) you are aware that you may not access or use the Services for any purpose other than that for which we make the Services available and (f) you are at least eighteen years of age.

8.4. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 8, ALL SERVICES, DOCUMENTATION, AND WEBSITE ARE PROVIDED "AS IS." WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM THE COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY OF ANY KIND THAT THE SERVICES, DOCUMENTATION OR WEBSITE, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN THE CLIENT AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.

9. INDEMNIFICATION»

9.1. Spacelift Indemnification. Subject to the remainder of this Section 9 and the liability limitations set forth in Section 10, we will indemnify, defend, and hold you harmless from and against any and all losses incurred by you resulting from any action by a third party that your use of the Services (excluding Client Data and any third-party materials) in accordance with this Agreement infringes or misappropriates IPR. The foregoing obligation does not apply to the extent that the alleged infringement arises from (a) any third-party materials or Client Data; (b) access to or use of the Services in combination with any hardware, system, software, network, or other materials or service not provided by us; (c) failure to timely implement any modifications, upgrades, replacements, or enhancements made available to you by us or on our behalf; or (d) use of the Services other than in accordance with the terms and conditions of this Agreement and the Documentation. THIS SECTION 9 SETS FORTH THE CLIENT’S SOLE REMEDIES AND SPACELIFT’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES AND ANY OTHER PROVIDER MATERIALS OR ANY SUBJECT MATTER OF THIS AGREEMENT INFRINGES, MISAPPROPRIATES OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

9.2. Mitigation. If the Services or any of the other Spacelift’s materials are, or in our opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party IPR, or if your or your Authorized User's use of the Services or other Spacelift’s materials is enjoined or threatened to be enjoined, we may, at our option and sole cost and expense: (a) obtain the right for you to continue to use the Services and said materials materially as contemplated by this Agreement, or (b) modify or replace the Services and said materials.

9.3. Client Indemnification. You will indemnify, defend, and hold us harmless from and against any and all losses incurred by us resulting from any action by a third party to the extent that such losses arise out of or result from, or are alleged to arise out of or result from: (a) your use of the Services; (b) Client Data, including any processing of Client Data by us or on our behalf in accordance with this Agreement; (c) any other materials or information (including any documents, data, or technology) provided by you or on your behalf, (d) your breach of any of its representations, warranties, covenants, or obligations under this Agreement; or (e) negligence or more culpable act or omission (including recklessness or willful misconduct) by you, any Authorized User, or any third party acting on your behalf or any Authorized User, in connection with this Agreement, provided, that Client will have no obligation under this Section 9.3 to the extent the applicable claim arises from Spacelift’s breach of this Agreement.

9.4. Indemnification Procedure. Each party’s indemnification obligations are conditioned on the indemnified party: (a) promptly giving written notice of the claim to the indemnifying party; (b) giving the indemnifying party sole control of the defense and settlement of the claim; and (c) providing to the indemnifying party all available information and assistance in connection with the claim, at the indemnifying party’s request and expense. The indemnified party may participate in the defense of the claim, at the indemnified party’s sole expense (not subject to reimbursement). Neither party may admit liability for or consent to any judgment or concede or settle or compromise any claim unless such admission or concession or settlement or compromise includes a full and unconditional release of the other Party from all liabilities in respect of the such claim.

10. LIABILITY»

10.1. Exclusion of Liability In no event will Spacelift have any obligation or liability arising from (a) use or inability to use any Services if modified or combined with materials not provided by us; (b) statements or conduct of any third party on or in the Services, (c) any Client Data, (d) any failure by Client to comply with the Agreement; and (e) damages suffered by the Client or Authorized Users, or any other person having arisen due to the third-party claims (other than described in Section 9.1), suspension or termination of the Services, or for other reasons arising from the Client’s fault.

10.2. EXCLUSION OF DAMAGES. EXCEPT AS OTHERWISE PROVIDED IN SECTION 10.4 AND TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL SPACELIFT OR ANY OF ITS LICENSORS OR SERVICE PROVIDERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL OR REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

10.3. CAP ON MONETARY LIABILITY. SPACELIFT WILL ONLY BE LIABLE FOR DIRECT DAMAGES EXCLUDING ANY SITUATION FOR WHICH WE ARE NOT RESPONSIBLE OR WHICH ARE CAUSED BY EVENTS OUTSIDE OUR REASONABLE CONTROL. HOWEVER, EXCEPT AS OTHERWISE PROVIDED IN SECTION 10.4, IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF SPACELIFT ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE GREATER OF (a) THE TOTAL AMOUNTS PAID TO SPACELIFT UNDER THIS AGREEMENT IN THE 6 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (b) THE AMOUNT OF 5000 USD. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

10.4. Exceptions. NOTHING IN THIS SECTION 10 WILL BE DEEMED TO LIMIT EITHER PARTY’S LIABILITY FOR WILLFUL MISCONDUCT, GROSS NEGLIGENCE, FRAUD, OR INFRINGEMENT BY ONE PARTY OF THE OTHER’S INTELLECTUAL PROPERTY RIGHTS.

11. PROVISIONS RELATING TO CONSUMERS»

11.1. Right to Withdraw. If you are a natural person and have your habitual residence within a Member State of the European Union or the European Economic Area and are entering into the Agreement as a consumer (i.e. for purposes which are outside your trade, business, craft or profession), you have the right to withdraw from the contract as described below.

11.2. Withdrawal Period. You have the right to withdraw from this Agreement (concluded under any Subscription Plan) within 14 days without giving any reason. The withdrawal right will expire after 14 days from the day of the conclusion of the Agreement.

11.3. Exercise of the Right to Withdraw. To exercise the right of withdrawal, you must inform us, Spacelift, Inc, of your decision to withdraw from this Agreement by an unequivocal statement (e.g. an e-mail sent to legal@spacelift.io). To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period expires.

11.4. Model Withdrawal Form. To exercise your right of withdrawal, you may use the model withdrawal form, included in Appendix No. 2 to the Act on Consumer Rights of May 20, 2014, but this is not obligatory.

11.5. Effect of the Withdrawal. If you withdraw from this Agreement, we will reimburse you all payments received from you, without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from this Agreement. We will carry out such reimbursement using the same means of payment as you used for the initial transaction unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement.

11.6. Consumer Rights. Nothing in the Agreement will affect your legal rights as a consumer. If any provision of the Agreement does not comply with the relevant law for you as a consumer, the relevant law will apply instead of this provision. The severability clause equally applies. In case of any concerns, questions, or doubts, contact us at legal@spacelift.io.

11.7. Complaints. If you have a complaint about Services, you should contact us at contact@spacelift.io, providing as much detail as possible about the complaint, together with your name, date of execution of the Agreement, and expected means of settling a complaint. We will respond by confirming receipt and will investigate the matter. Upon receiving the complaint, we will investigate the complaint internally, taking into account the importance and complexity of the issue raised, and get back to you no later than 30 days from the receipt of the complaint.

11.8. ADR. If you are a consumer, you may consider Alternative Dispute Resolution means in the event of a dispute with us, including referring to the trade inspection, a consumer ombudsman, or an organization whose statutory tasks include consumer protection.

12. FINAL PROVISIONS»

12.1. Current Version of Agreement. Usage of the Services is subject to the then-current version of the Agreement posted on the Website and we advise you to periodically review the latest currently effective Agreement. We reserve the right to update the provisions of the Agreement from time to time at our sole discretion. The updated Agreement version supersedes all prior versions, as well as is effective and binding immediately after posting on the Website. Your continued use of the Services on or after the date of the updated version of the Agreement is effective and constitutes your acceptance of such updated terms. If you do not agree to our updated Agreement, you can terminate the Subscription in accordance with Section 5.

12.2. Applicable Law and Jurisdiction. This Agreement is governed by and construed in accordance with the Applicable Law without giving effect to any choice or conflict of law provision of any jurisdiction. Any legal suit, action, or proceeding arising out of or related to this Agreement will be subject to the exclusive jurisdiction of the Applicable Jurisdiction as provided in the following table:

Client Applicable Law Applicable Jurisdiction
Consumers residing in the Member State of the European Union or the European Economic Area Poland Warsaw, Poland
Other Clients State of Delaware, US County New Castle, Delaware, US

Each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

12.3. Contact details. In order to resolve a complaint regarding the Services, receive further information regarding the use of the Services, or send any notice to Spacelift, please contact us by email at contact@spacelift.io.

12.4. Notices. Except as otherwise expressly set forth in this Agreement, any notice, request, consent, claim, demand, waiver, or other communications under this Agreement have legal effect and will be deemed effectively given: (a) when received, if delivered by hand or with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier or by certified or registered mail, signature required; or (c) when sent, if by email, if sent during the addressee's normal business hours, and on the next business day, if sent after the addressee's normal business hours.

12.5. Feedback. If you provide us with any suggestions, comments, recommendations, opinions, or other information relating to the Services or Website (“Feedback”), you grant us a royalty-free, non-exclusive, irrevocable, perpetual, worldwide right and license to use the Feedback on our websites or in marketing materials. We reserve the right to remove any Feedback posted on the Website if, in our opinion, such Feedback does not comply with the Agreement or applicable law.

12.6. Logo usage. You grant us the right to use your name and other indicia, such as logo or trademark in our list of current or former clients in promotional materials and on our websites. Any other announcement, statement, press release, or other publicity or marketing materials relating to your use of Services will be subject to your consent.

12.7. Export Laws. Each Party will comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services. Without limiting the generality of the foregoing, Client represents that it is not named on any U.S. government denied-party list and will not make the Services available to any user or entity that is located in a country that is subject to a U.S. government embargo, or is listed on any U.S. government list of prohibited or restricted parties.

12.8. Non-waiver. Our failure to exercise or enforce any right or provision of the Agreement will not operate as a waiver of such right or provision.

12.9. Assignment. We may assign any or all of our rights and obligations to others at any time. We will notify you of any assignment.

12.0. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

12.11. No relationship. There is no joint venture, partnership, employment, or agency relationship created between you and us as a result of the Agreement or use of the Services.