Terms and Conditions

Last updated: November 4, 2024

These Terms and Conditions (“Terms”, “T&C”) are between the entity you represent, or, if you do not indicate an entity in connection with the Services, you individually (“Customer”, “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”). These terms incorporate by reference the Data Processing Agreement, the Privacy Policy, the Refund Policy and the Cookie Policy (together, they are the basis for your contractual relationship with Spacelift).

The Terms govern the use of:

• Services procured directly from Spacelift, except where a separate, mutually agreed master services agreement has been executed (such as Standard Contract for AWS Marketplace and any amendments, if Services are procured through AWS Marketplace);

• Services obtained through an authorized Spacelift partner, with the exception of provisions in Sections 5 and 6, which will not apply in such instances.

1. DEFINITIONS

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

1.2. “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 Customer 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”.

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

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 the Website or provided to you, 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;

• 1.6.3. “User(s)” means Authorized User(s) who actively logged in to the Services in a given month and any virtual users, such as API keys;

• 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 Customer-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;

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

1.9. “Subscription Plan(s)” means Subscription offer(s) for use of the Services as described on https://spacelift.io/pricing/, which include paid plans (“Paid Subscription Plan(s)”) and the Free Plan;

1.10. “Subscription Details(s)” means the conditions under which a Subscription is made under the Terms, including the Subscription Period, Metrics, and Subscription Fees;

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

2. GENERAL

2.1. Execution of the Terms. Accepting these Terms 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 THESE TERMS, AND (II) YOU HEREBY REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ENTER OR ACT ON BEHALF OF CUSTOMER, AND BIND TO THESE TERMS. If you do not have the legal authority to enter these Terms, do not understand these Terms or do not agree to these Terms, you should not accept the Terms, or use the Services.

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

2.3. Compliance. You are responsible for (a) compliance with the provisions of the Terms 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 these Terms 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 these Terms. 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 these Terms must be made in writing (expressly stating that it is amending these Terms) 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 the Terms. 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 provisions of the Terms and Subscription Details. Spacelift grants you 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 these Terms. For purposes of clarity and without limiting the generality of the foregoing, you will not, except as the Terms expressly permit: (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, illegal, illicit 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 is illegal, illicit, unlawful or 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. Customer Data. You are and will remain the sole and exclusive owner of all rights, title, and interest in and to all Customer Data, including all IPR, subject to the rights and permissions granted in the Terms. 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 Customer Data, and for the accuracy, quality, and legality of Customer Data.

3.6. Consent to Use Customer Data. You grant all such rights and permissions in or relating to Customer Data as are reasonably necessary or useful to us to enforce these Terms 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, and, if you exceed the limits, we reserve the right to calculate additional fees (overages).

4.2. Services Modifications. We reserve the right to make any changes to the Services or Documentation (including modifications to the scope of the features available in Subscription Plans) 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 Customer Data that we receive or have access to under the Terms or in connection with the performance of the Services. In particular, regulations for the protection of personally identifiable information are indicated in the Data Processing Agreement https://docs.spacelift.io/legal/dpa and Privacy Policy https://docs.spacelift.io/legal/privacy 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 Customer Data, including the uploading or other provision of Customer Data for processing by the Services.

4.5. Security. We maintain industry-standard security and privacy certification, such as a SOC 2 Type II certification. We will use appropriate technical and organizational measures designed to prevent unauthorized access, use, alteration, or disclosure of the Services or Customer Data.

4.6. Services and Website Management. We reserve the right at our sole discretion, to (a) monitor the Services for breaches of the Terms; (b) take appropriate legal action against anyone in breach of applicable laws or the Terms; (c) refuse, restrict access to, or availability of, or disable (to the extent technologically feasible) any of Customer Data which infringe any third party rights, applicable laws, or include illegal or illicit content; (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.

4.7. 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.

4.8. 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.

4.9. 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/ incorporated to the Terms by reference.

4.10. Customer Systems and Cooperation. You will at all times during the Subscription Period: (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 Terms 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 the Terms.

4.11. 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 Terms.

4.12. No Data Backup. We do not store or backup any Customer 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 CUSTOMER DATA.

4.13. 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 DETAILS

5.1. Effective Date and Subscription Period. These Terms commence 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 provisions of the Terms, the Terms will continue through the Subscription Period of a chosen Subscription Plan.

5.2. Subscription Plans. The Services are available under the Subscription Plans presented on https://spacelift.io/pricing/ (and incorporated to the Terms by reference), describing in detail the relevant Metrics, Subscription Fees, Subscription Period, and the scope of the features included.

5.3. Trial. The trial offers access to Services to get to know Services before starting any of the Subscription Plans and it expires 14 days after your registration to the Services. Upon the end of trial, you may: (a) stop using the Services and delete your account thus terminating the Terms, (b) continue to use the Services under one of the available Subscriptions Plans, including the Free Plan or Paid Subscription Plans.

5.4. Subscription Period, Renewal and Termination. Subscription Period depends on the chosen Subscription Plan:

• 5.4.1. 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

• 5.4.2. the Paid Subscription Plans are available for monthly or annual Subscription Periods, depending on the chosen Plan. You may cancel the chosen Paid Subscription Plan or downgrade it at any time by accessing your account settings in your Spacelift account. The termination or downgrade will be effective on the date you changed your account settings. If you don’t terminate or downgrade the Paid Subscription Plan before the end of a given Subscription Period, it will automatically renew for a new Subscription Period.

5.5. Billing. If you activate one of the Paid Subscription Plans, you authorize Spacelift to periodically charge all accrued sums on or before the payment due date on a going-forward basis until the recurring payments or your account are canceled/terminated. The "Subscription Billing Date" is the date when you purchase your first Paid Subscription Plan or upgrade the Plan. Your account will be automatically charged 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 subject to the provisions in Section 7. You must cancel your Subscription before it renews to avoid billing the next periodic Subscription Fee to your account. We will bill the periodic Subscription Fee to the payment method you provide during registration (or to a different payment method if you change your payment information).

5.6. Plan Adjustments and Upgrades. The Subscription Details for each plan, including Subscription Period, Fees, and Metrics may be adjusted by (a) self-service functionalities in your account settings (if available for a given Subscription Plan) or (b) written agreement of the parties.

5.6.1. Upgrading the Subscription Plan. If you upgrade the Subscription Plan with the use of the self-service functionalities in your account, the changes to the Subscription Plan will take effect immediately. Your billing will be adjusted accordingly, and you will be charged the prorated fees for the difference between your current Subscription Plan and the upgraded Plan for the remainder of the current billing cycle.

5.6.2. Downgrading the Subscription Plan. If you downgrade the Subscription Plan with the use of the self-service functionalities in your account, the changes to the Subscription Plan will take effect immediately, which might result in losing to the selected functionalities, such as add-ons. Your billing will be adjusted accordingly and you will be owed the prorated fees for the difference between your current Subscription Plan and the upgraded Plan for the remainder of the current billing cycle. To receive the refund, please contact ar@spacelift.io.

5.7. Individual Arrangements. Some of the Subscription Details of the Paid Subscription Plans 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 Details apply and in the remaining scope conditions for the use of the Services will be subject to conditions set forth in these Terms.

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

5.9. Withdrawal and Refund. You may withdraw from the Terms and claim a refund of fees 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.

6. SUBSCRIPTION FEES

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

6.2. Taxes. All Subscription Fees and other amounts payable by you under the Terms 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 with 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 Terms, 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 Terms 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 Fees. 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 Terms, 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 the Terms, effective on written notice to the other party, if the other party (a) materially breaches the Terms (including any incorporated documents), 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 a 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 the Terms, except as expressly otherwise provided in the Terms: (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 Customer Data and at your request destroy all documents and tangible materials containing or based on Customer Data and erase all Customer 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 applicable law; (c) you will immediately cease all use of any Services and 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 Customer Data from the Services prior to the termination of the Terms.

7.5. Surviving Provisions. The provisions set forth in the following sections, and any other right or obligation of the parties in the Terms that, by its nature, should survive termination or expiration of the Terms, will survive any expiration or termination of the Terms: 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 the Terms.

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 our obligations under the Terms; (b) the Services will be performed materially in accordance with the applicable Documentation; (c) to the best of our knowledge, the Services are free from any viruses, worms, malware, or other malicious source code.

8.3. Additional Customer 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 Customer Data so that, as received by us and processed in accordance with the Terms, 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, 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, (f) you are at least eighteen years of age and (g) you confirm the warranties set in Section 12.7.

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 CUSTOMER 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 Customer Data and any third-party materials) in accordance with these Terms 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 Customer 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 the Documentation. THIS SECTION 9 SETS FORTH YOUR SOLE REMEDIES AND SPACELIFT’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES, DOCUMENTATION, WEBSITE AND ANY OTHER SPACELIFT MATERIALS OR ANY SUBJECT MATTER OF THE TERMS INFRINGE, MISAPPROPRIATE OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

9.2. Mitigation. If the Services, Documentation, 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 you or your Authorized User's use of the Services, Documentation 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 the Terms, or (b) modify or replace the Services and said materials.

9.3. Customer 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) Customer Data, including any processing of Customer Data by us or on our behalf in accordance with the Terms; (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 the Terms; 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 the Terms, provided, that you will have no obligation under this Section 9.3 to the extent the applicable claim arises from Spacelift’s breach of the Terms.

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 Customer Data, (d) any failure by Customer to comply with the Terms; and (e) damages suffered by Customer 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 (f) any other reasons arising from Customer’s fault or responsibility.

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 THESE TERMS 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 THESE TERMS, 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 THESE TERMS 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 Terms 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 the Terms (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 Terms.

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 the Terms 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 the Terms, 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 the Terms. 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.

11.6. Consumer Rights. Nothing in the Terms will affect your legal rights as a consumer. If any provision of the Terms does not comply with the applicable law for you as a consumer, the applicable law will apply instead of this provision. The severability clause equally applies. In case of any concerns, questions, or doubts, contact us at legalt@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, the Terms’s Effective Date, 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 the Terms. Usage of the Services is subject to the then-current version of the Terms posted on the Website and we advise you to periodically review the latest currently effective Terms. We reserve the right to update the provisions of the Terms from time to time at our sole discretion. The updated Terms 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 Terms is effective and constitutes your acceptance of such updated provisions. If you do not agree to our updated Terms, you can terminate the Subscription in accordance with Section 5.

12.2. Applicable Law and Jurisdiction. These Terms are governed by and construed in accordance with the Applicable Law (stated below) 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 these Terms 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 Customers	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. For any formal notices or complaints, please contact legal@spacelift.io. In any other matters, including any inquiry about the use of the Services, please contact us at contact@spacelift.io.

12.4. Notices. Except as otherwise expressly set forth in the Terms, any notice, request, consent, claim, demand, waiver, or other communications under these Terms 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 Terms 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, you represent and warrant that you are: (a) not a resident of a country sanctioned by the Office of Foreign Assets Control, Department of the Treasury (“OFAC”); (b) not currently identified on the Specially Designated Nationals and Blocked Persons List maintained by OFAC and/or on any other similar list maintained by the OFAC pursuant to any authorizing statute, executive order or regulation; (c) not a person or entity with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or executive order of the President of the United States; (d) not engaged in any activity or conduct that would breach any anti-corruption laws or anti-money laundering laws; and (e) not currently under investigation by any governmental authority for alleged criminal activity relating to the OFAC, Patriot Act Offenses, anti-corruption laws or anti-money laundering laws.

12.8. Non-waiver. Our failure to exercise or enforce any right or provision of the Terms 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 provision of the Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision of these Terms or invalidate or render unenforceable such 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 Terms or use of the Services.