Terms of Service
Last modified: April 15th, 2018.
The service terms detailed below are similar to terms commonly used for "Software as a Service" (SaaS) provided "as is", with monthly, upfront payments, cancellable anytime, with no-obligation trial and 30-day satisfaction guarantee. The exception is the point SERVICE LIMITS, POSSIBLE INACCURACIES AND ERRORS listing limits specific to the provided service, not mentioned explicitly in the payment plans options.
This SaaS Services Agreement (“Agreement”) is entered into on the day of creating an account on the Monique.io website or installing a Heroku add-on "Monique.io" (the “Effective Date”). The Agreement is made between Vhex Net Artur Siekielski, VAT ID PL7422070914, REGON 365648801 with a place of business at 81-356 Gdynia, ul. Starowiejska 16/2, Poland (“Company”), and the Customer — the person or the company on behalf of which the account has been created or the "Monique.io" Heroku add-on installed (“Customer”). This Agreement includes and incorporates the Terms of Service listed below and contains, among other things, warranty disclaimers, liability limitations and use limitations. There shall be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date hereof.
— the offerings of the Monique.io
service - the monitoring services consisting of an API service (“API”) and a Website (“Website”), as described on the https://monique.io
Plan — Services capacity and features specification, with an associated monthly Services Fee. The available plans are listed on the https://monique.io/pricing web page.
Regular Account — a Customer account created using the https://monique.io/register website.
Heroku Account — a Customer account created by installing the "Monique.io" Heroku add-on (slug: moniqueio). Heroku (https://www.heroku.com/) is a service operated by Salesforce, The Landmark @ 1 Market St., Suite 300, San Francisco, CA, 94105.
Team Member — a person using the Services on behalf of Customer, with an account, identified by an email address, created by Customer.
Support Email — email address firstname.lastname@example.org that Customer can use to contact Company's technical support.
SAAS SERVICES AND SUPPORT
1.1 Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services. As part of the registration process, Customer will identify an administrative email and password for Customer’s account. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate.
1.2 Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with Company's standard practice.
SERVICE LIMITS, POSSIBLE INACCURACIES AND ERRORS
The Services' capacities and limits related to the core functions of the Services are part of Plans specification. Some other limits are listed below:
- the maximum number of points in a single data series displayed in a chart in a dashboard tile — 10000
- the maximum number of data series displayed in a chart in a dashboard tile — 100
- the maximum size of raw report instance input — 1 MB
- the maximum size of a parsed report instance input (when serialized as JSON) — 1 MB
- the maximum number of columns in a report instance — 1000
- the maximum number of tags attached to a report instance — 3
- the maximum number of dashboard tiles automatically created from a single template tile — 100
- the maximum run-time of an alarm for a single report instance — 5 seconds
- the maximum size of an alarm definition source — 100 kB
- the maximum number of different active alarms associated with a single report — 100
- the maximum number of notification emails sent per hour — 20
- the maximum size of data stored using the Storage API — 1000 bytes for a key and 100 kB for a value
- the maximum size of simple string values like a report name, tag value, dashboard name — 200 bytes
- the maximum number of API calls per minute — 1200
- the maximum number of API calls per month not related to submitting report instances — at least five times the number of the report instances per month limit specified in a Plan
- the maximum number of concurrent users visiting a shared dashboard — at least the number of team members specified in a Plan
Other limits, consistent with prevailing industry standards, might be set to ensure the best possible performance and quality of the Services, or might be enforced by objective technical limitations.
The Services are provided "as is" and do not come with a warranty of accurate, error free operation. Some specific ways the errors and inaccuracies can manifest are listed below:
- the functionality of automatic parsing of report instances uses artificial intelligence algorithms, which by their nature do not guarantee correct / accurate results for all possible inputs
- some scheduled alarm runs might be skipped, or terminated in a middle of an execution due to high system load
- a single alarm can be executed against a single report instance more than one time (in case of high system load)
- email notifications might not be delivered to a recipient, due to problems with third-party email services and spam filters
- used report instances, disk space, numbers of active alarms and other counter values might not be accurate
RESTRICTIONS AND RESPONSIBILITIES
3.1 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services.
3.2 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, hardware, servers, software, operating systems, networking and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, API keys, shared dashboards' URLs, passwords (including but not limited to administrative and team members' passwords) and data, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
CONFIDENTIALITY AND PROPRIETARY RIGHTS
4.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
4.2 Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) all intellectual property rights related to any of the foregoing.
4.3 Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
PAYMENT OF FEES, TERM AND TERMINATION (Regular Account)
5.1 Free plan is a Plan that has no monthly fees associated. Trial is a 10-day long period starting the day Customer chooses a paid plan option and ending when Customer makes the initial Services Free payment. If the account's Plan is free and during Trial, the capacity and functionality of Services might be reduced to ensure the best possible performance and quality for Customers using non-free Plans.
5.2 To pay the initial Services Fee associated with the chosen Plan, Customer needs to fill "Invoice Data" form and "Credit Card Details" form available after clicking "Payments Setup" button on the page https://monique.io/settings/billing. Data entered into "Invoice Data" form will be used to create an invoice for each payment. Data entered into "Credit Card Details" form is used to identify a credit / debit card that will be charged Services Fee each month. The "Credit Card Details" form and charging the identified cards are handled by a third-party, SecurionPay, Online Payments Group AG, Sihleggstrasse 23, 8832 Wollerau, Switzerland.
5.3 Each monthly Services Fee payment is made upfront, i.e. a payment made on a given day subscribes Customer to the Services associated with the chosen Plan, starting from that day and lasting a month. When a current monthly subscription ends, it is automatically renewed and a Services Fee payment is made for the next monthly subscription - unless either party requests termination of this Agreement.
5.4 ("Satisfaction-guarantee period") If Customer is not satisfied with the Services, Customer might request issuing a refund for Services Fee payments made in the last 30 days. The request must be sent by email to email@example.com. The refunded payment will be made in 5 business days since receiving the request. Additional delays might occur due to processing by a third-party payment gateway, SecurionPay. After issuing the refund, the Customer's account will be closed and this Agreement terminated.
5.5 ("Overage usage") If Customer enables overage usage (the setting is available on the page https://monique.io/settings/billing), Customer's credit card will be charged additional fees (other than Services Fee), for each overage package that was added to Customer's account. An overage package is added to a Customer's account when the capacity of the chosen Plan, plus the capacity of previously added overage packages, is lower than the usage of the Services by Customer for a given billing period. The pricing and the capacity of an overage package is specified on the pages https://monique.io/settings/billing and https://monique.io/pricing. Customer sets the limit of the number of automatically added overage packages on the page https://monique.io/settings/billing. By default, no overage packages can be added automatically (and no additional fees, other the Serives Fee, are applicable).
5.6 Company might assign discounts to Customer's account lowering the charged Services Fee. The discounts may apply to a limited number of Services Fee payments.
5.7 Customer may terminate this Agreement at any time. No new payment for the Services will be made on behalf of Customer after initiating the termination. After the termination, the Customer's account will be removed.
5.8 Company may terminate this Agreement with Customer upon thirty (30) days prior notice to Customer (which may be sent by email).
5.9 Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first invoice in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company's Support Email.
5.10 Customer may download invoices documenting Services Fee payments on the page https://monique.io/settings/billing. The invoices will be available up to 7 business days since subscription start. The electronic form is the only form in which the invoices are accessible — Company does not offer to send invoices by post.
PAYMENT OF FEES, TERM AND TERMINATION (Heroku Account)
Monique.io Heroku add-on (https://elements.heroku.com/addons/moniqueio
) is a regular Heroku add-on for which the payment of fees, term and termination is handled by Heroku. Heroku prorates the monthly plans' costs to the second and allows uninstalling an add-on any time. Please see the full Heroku Service Terms available at https://www.heroku.com/policy/salesforce-heroku-msa
or contact Heroku Support (https://www.heroku.com/support
) for further details.
WARRANTY AND DISCLAIMER
Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, Company does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of Poland without regard to its conflict of laws provisions.