Expert On-Call, Terms of Service
The Effective Date of Current Terms: July 29th, 2021
1.1 Service. Subject to the terms and conditions of this Agreement, GridGain Systems, Inc. (“GridGain”) will provide general question-and-answer consultation services to Customer regarding Apache Ignite or GridGain In-Memory Computing Platform during a one or more one-hour time-slot(s) selected by Customer, via web-based Zoom video call (the “Services”). The Service enables Customer to ask questions and get general technical and troubleshooting advice regarding Apache Ignite and GridGain In-Memory Computing Platform.
1.2 Exclusions & Limitations. Customer acknowledges that the Services do not include support services, support level commitments, maintenance releases, patches, onsite visits, bug fixes/new workarounds, access by GridGain to Customer’s environment, professional services, or consultation related to third party software (e.g., software other than Apache Ignite or GridGain In-Memory Computing Platform) or components. The Services exclude any consultation regarding Apache Ignite ML library. Customer acknowledges that GridGain experts might not know third party technologies or integrations that Customer uses together with Apache Ignite or GridGain In-Memory Computing Platform. In the event Customer uses the Services on multiple occasions (i.e., different time-slots over different days), GridGain makes no guarantees that Customer will be able to consult with the same GridGain expert. Customer acknowledges that GridGain’s specific knowledge of Customer’s use case is not transferred or discussed among different GridGain experts.
2. Fees & Cancelation Policy
Payment is handled online when reserving an available time-slot and is subject to the terms of our third party payment processor, Stripe.
2.1 Rescheduling. Customer may reschedule a meeting, it may do so at any time prior to the meeting start-time by selecting an alternate time-slot on the calendar on GridGain’s reservation website. A link for rescheduling is provided in a confirmation email.
2.2 Cancellations. Customer may cancel a meeting any time before it is scheduled to start, subject to the terms in this Section 2. (A cancelation link is provided in the confirmation sent to Customer upon reserving a time-slot.)
- For cancellations made at least 12 hours in advance of the scheduled meeting, Customer will receive a 100% refund.
- For cancellations made less than 12 hours in advance of the scheduled meeting, Customer will receive a 50% refund.
- Customers that “no show” to a meeting will not receive any refund.
- In the event GridGain cancels, reschedules, or fails to attend a schedule meeting, Customer will receive a 100% refund.
GridGain processes your cancellation request and issues a refund within 2-3 business days. Refunds may take 5-10 days to appear on Customer's statement. All the payments and refunds are handled through Stripe.
3. Intellectual Property Rights
GridGain will remain the sole and exclusive owner[s] of all right, title, and interest in and to the Service and all intellectual property rights thereto.
EXCEPT AS EXPRESSLY STATED HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND GRIDGAIN MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING OR RELATING TO THE SERVICES. GRIDGAIN EXPRESSLY DISCLAIMS ANY RESOLUTION COMMITMENTS, OR THAT A PARTICULAR GRIDGAIN EXPERT WILL BE AVAILABLE DURING CUSTOMER’S SELECTED TIME-SLOT. GRIDGAIN EXPRESSLY DISCLAIMS RESPONSIBILITY FOR ANY DECISIONS CUSTOMER MAKES IN RELIANCE ON ANY RECOMMENDATIONS OR SUGGESTIONS PROVIDED TO CUSTOMER IN THE COURSE OF THE SERVICES. GRIDGAIN DOES NOT WARRANT THAT THE SERVICES WILL BE DESIGNED TO MEET CUSTOMER’S BUSINESS REQUIREMENTS. GRIDGAIN HEREBY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT WITH RESPECT TO THE SERVICES.
5. Confidential Information
Each Party (the “Disclosing Party”) may during the term of this Agreement disclose to the other Party (“Receiving Party”) non-public technical, operational, and other information (“Confidential Information)” regarding the other Party’s business. The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose not permitted by this Agreement, and will disclose the Confidential Information of the Disclosing Party only to employees, contractors and professional advisors of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care. The obligations of confidentiality assumed under this Agreement shall not apply to the extent the Receiving Party can demonstrate, by clear and convincing evidence, that such information: (a) is or has become generally available to the public, without any breach by the Receiving Party of the provisions of this Agreement or any other applicable agreement between the Parties; (b) was rightfully in the possession of the Receiving Party, without confidentiality restrictions, prior to such Party’s receipt pursuant to this Agreement; (c) was rightfully acquired by the Receiving Party from a third party who was entitled to disclose such information, without confidentiality or proprietary restrictions; (d) was independently developed by the Receiving Party without using or referring to the Disclosing Party’s Confidential Information; or (e) is subject to a written agreement pursuant to which the Disclosing Party authorized the Receiving Party to disclose the subject information. Upon termination, each Party shall destroy or return the other Party’s Confidential Information.
6. Limitation of Liability
GridGain shall have no liability whatsoever for any claims, including by Customer or any third party, arising from or related to the Services.
NOTWITHSTANDING ANY OTHER CLAUSE IN THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHETHER IN AN ACTION BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, WHETHER OR NOT GRIDGAIN HAS BEEN NOTIFIED OF THE POSSIBILITY THEREOF, AND IN NO EVENT WILL GRIDGAIN'S TOTAL AGGREGATE LIABILITY FOR ANY DAMAGES ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT WHETHER IN ACTIONS BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT GRIDGAIN HAS BEEN NOTIFIED OF THE POSSIBILITY THEREOF, EXCEED THE AMOUNT PAID BY CUSTOMER TO GRIDGAIN FOR THE SPECIFIC SERVICES FROM WHICH SUCH CLAIM ARISES. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS ARE AN ALLOCATION OF THE RISK BETWEEN THE PARTIES AND WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS IN ITS ESSENTIAL PURPOSE.
Customer may not assign this Agreement or any of its rights or interests hereunder, or delegate any of its obligations hereunder, without the prior written consent of GridGain, which shall not be unreasonably withheld. Any attempted assignment or delegation in contravention of this Section shall be null and void, and of no force or effect. This Agreement shall be binding upon, and shall inure to the benefit of, the legal successors and permitted assigns of the Parties.
Any notice, demand or other communication (collectively “notice”) required or permitted under this Agreement shall be made in writing and shall be deemed to have been duly given (i) when delivered personally to the representative(s) designated to receive notices for the intended recipient, or (ii) when mailed by certified mail (return receipt requested) or sent by overnight courier to the representative(s) designated to receive notices for the intended recipient at the address set forth on the time-slot reservation.
9. Choice of Law and Jurisdiction
This Agreement will be governed by and construed under the laws of the State of California excluding choice of law principles, and in no event will this Agreement be governed by the United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act. In the event either party brings any action at law or in equity against the other party relating to this Agreement, the venue for such action shall be with a state court in San Mateo County or a federal court in the Northern District of California. To that end, each Party irrevocably consents to the exclusive jurisdiction of, and venue in, such court(s), and waives any, (a) objection it may have to any proceedings brought in any such court, (b) claim that the proceedings have been brought in an inconvenient forum, and (c) right to object (with respect to such proceedings) that such court does not have jurisdiction over such Party. Without limiting the generality of the foregoing, Customer specifically and irrevocably consents to personal and subject matter jurisdiction for such claims or disputes in the state court in San Mateo County or a federal court in the Northern District of California and to the service of process in connection with any such claim or dispute by the mailing thereof by registered or certified mail, postage prepaid to Customer, at the address for notice set forth in, or designated pursuant to, this Agreement.
10. Force Majeure
A Party will be excused from a delay in performing, or a failure to perform, its obligations under this Agreement to the extent such delay or failure is caused by the occurrence of any major contingency beyond the reasonable control, and without any fault, of such Party, other than the failure to meet financial obligations. In such event, the performance times shall be extended for a period equivalent to the time lost because of the excusable delay.
11.1 Modification. The terms, conditions, covenants and other provisions of this Agreement may hereafter be modified, amended, supplemented or otherwise changed at any time. If you disagree with the terms, do not continue to use the Service.
11.2 Severability. If a court of competent jurisdiction declares any provision of this Agreement to be invalid, unlawful or unenforceable as drafted, the Parties intend that such provision be amended and construed in a manner designed to effectuate the purposes of the provision to the fullest extent permitted by law.
11.3 Complete Understanding. This Agreement constitutes the complete understanding of the Parties, and supersedes all prior or contemporaneous agreements, discussions, negotiations, promises, proposals, representations, and understandings (whether written or oral) between the Parties, about the subject matter hereof.
12 Revision History
Effective Date of Current Policy: July 29th, 2021