Terms of Service
Last updated: August 31, 2015
Acceptance of Terms
CloudBees, Inc. (referred to here as “CloudBees”) provides its Service (as defined below) to You through its web site located at www.cloudbees.com (the “Site”), including its subdomains, subject to this Terms of Service agreement (“TOS”). By accepting this TOS or by accessing or using the Service or Site, You acknowledge that you have read, understood, and agree to be bound by this TOS. If You are entering into this TOS on behalf of a company or other legal entity, You represent that You have the authority to bind such entity and its affiliates to these TOS, in which case the terms “You” or “Your” shall refer to such entity and its affiliates. If You do not have such authority, or if You do not agree with these TOS, You must not accept these TOS and may not use the Service or the Site.
CloudBees may change this TOS from time to time without prior notice. You can review the most current version of this TOS at any time at https://www.cloudbees.com/terms-service. The revised terms and conditions will become effective upon posting and if You use the Service after that date, CloudBees will treat Your use as acceptance of the revised terms and conditions. If any change to this TOS is not acceptable to You, Your only remedy is to stop accessing and using the Service.
Description of Service
The “Service” includes (a) the Site, and all the services made available via the Site, in particular the on-demand Jenkins hosted service, the Repository management system, the CloudBees Ecosystem services (“Ecosystem Services”) provided by third parties, the support, User Forums and Knowledge Base systems, and (b) all software, data, text, images, sounds, video, and content made available through the Site or Services, collectively referred to as the “Content”. Any new features added to or augmenting the Service are also subject to this TOS.
General Conditions / Access and Use of the Service
Subject to the terms and conditions of this TOS, You may access and use the Service only for Your internal business purposes as contemplated by this TOS. You shall not nor allow any third party to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than as expressly permitted by this TOS; (b) use the Service to process data on behalf of any third party, (c) use the Service in any unlawful manner or in any manner that interferes with or disrupts the integrity or performance of the Service and its components; (d) modify, decompile, disassemble or reverse engineer the Service for any purpose whatsoever; (e) copy, frame or mirror any part or content of the Service; (f) access the Service in order to (i) build a competitive product or service, or (ii) copy any features, functions or graphics of the Service, or (g) use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, or store or transmit any virus or other malicious code through the Service. Without limiting the generality of the foregoing, the Service is not designed to be compliant with, and You are solely responsible for using the Service in compliance with, any applicable data privacy or personally identifiable information (for example, the Health Insurance Portability and Accountability Act of 1996, and HITECH).
Subject only to the limited right to access and use the Service expressly granted to You under this TOS, all right, title and interest in and to the Service and its components, and all derivative works thereof, will remain with and belong exclusively to CloudBees. You shall not modify, adapt or hack the Service to falsely imply any sponsorship or association with CloudBees, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks.
If you install or enable any Ecosystem Services for use with the Service, You acknowledge that CloudBees may allow the third party providers of the Ecosystem Services to access your content as required for the interoperation of such Ecosystem Services with the Service. CloudBees shall not be responsible for any disclosure, modification or deletion of Your content resulting from any such access by the Ecosystems Services providers. In addition, the Service may contain features designed to interoperate with the Ecosystem Services. To use such features, You may be required to obtain access to such Ecosystem Services from their providers. If the provider of any Ecosystem Service ceases to make any Ecosystem Service available for interoperation with the corresponding Service features on reasonable terms, CloudBees may cease providing such features in the Service without entitling You to any refund, credit, or other compensation.
You are responsible for all information, data, text, messages or other materials that You post or otherwise transmit via the Service. You are responsible for maintaining the confidentiality of Your login and account and are fully responsible for any and all activities that occur under Your login or account. You agree and acknowledge that Your login may only be used by one (1) person - a single login shared by multiple people is not permitted. You may create separate logins for as many people as Your plan allows.
CloudBees reserves the right to access any or all of Your accounts in order to respond to Your requests for technical support. CloudBees shall maintain appropriate administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Your data. CloudBees will not disclose Your data except if compelled by law or if permitted by You.
You understand that the technical processing and transmission of the Service, including Your content, may be transferred unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to CloudBees’ third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service. CloudBees will use reasonable efforts to publish on the Site or notify You of any planned downtime of the Service.
The failure of CloudBees to exercise or enforce any right or provision of this TOS shall not be a waiver of that right. You acknowledge that this TOS is a contract between You and CloudBees, even though it is electronic and is not physically signed by You and CloudBees, and it governs Your use of the Service and takes the place of any prior agreements between You and CloudBees; provided that this TOS will be superseded by any signed agreement between CloudBees and You specifically concerning your use of the Service.
CloudBees®, DEV@cloud™, AnyCloud™, ClickStart™ and CloudBees’ various logos used or displayed on the Service are trademarks of CloudBees and You may only use these trademarks or logos for promotional purposes to identify Yourself as a customer or user of the CloudBees products and services, provided You do not attempt to claim ownership of the marks by incorporating any of them within Your names or offerings. You will comply with any standards for use that CloudBees may post on the Site concerning these trademarks and logos. Any goodwill accruing from the use of these trademarks and logos shall inure to CloudBees.
Payment and Refunds
Trial and Payments. The DEV@cloud service is composed of (a) a set of general services made available in online services plans and charged at the start of Your elected subscription term (generally monthly, quarterly or annually), such as Jenkins master instance and source code hosting services and (b) a set of general services available on-demand and charged according to the actual usage time of this service and the type and number of resources being used.
Beta Programs. During limited periods of time, CloudBees offers on its web site the opportunity to register for various Beta programs. Such programs allow companies or individuals to use new CloudBees offerings before their official General Availability (GA) date. These programs also allow CloudBees to collect user feedback prior to the GA date of a new offering. Such programs are typically by invitation only. Therefore, registering for a Beta program does not guarantee participation in the program. Following registration, if a company or an individual is selected by CloudBees to join a specific Beta program, CloudBees sends an invitation email including the program’s financial terms as well as practical information on how to get started or any other elements specific to the program. Each Beta program is made available for an undefined duration and might be terminated by CloudBees at any time, with a one-week notice.
Plan and Price Changes. If you choose to upgrade Your plan during Your elected subscription period, any incremental cost will be prorated over the remaining term of the subscription period and charged to Your account. Subsequently, Your credit card or other payment method will automatically be charged the adjusted rate on Your next billing cycle subsequent to the pro-rating billing. Regardless of Your billing cycle, there are no refunds or credits for partial months of service, plan downgrades, or refunds for months unused if You close Your account before the end of Your subscription period. No exceptions will be made in order to treat everyone equally and keep our administrative costs low for the ultimate benefit of our customer base. Downgrading Your plan level may cause the loss of content, features, or capacity of Your account and CloudBees does not accept any liability for such loss. Prices of all CloudBees plans and Services are subject to change upon 30 days notice from CloudBees. Such notice may be provided at any time.
Credit Card Billing, Receipts and Privacy. The account owner will receive an email receipt upon each credit card charge. The receipts are also available to the account owner from within the application. CloudBees provides an interface for the account owner to change credit card information (e.g., upon card renewal). CloudBees uses a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain, or use Your billing information except to process Your credit card information for CloudBees. Please visit http://www.cloudbees.com/company-privacy.cb to understand how CloudBees collects and uses personal information.
Taxes. You will pay directly any taxes arising out of this TOS, including applicable local, state, federal and international sales taxes, value added taxes, withholding taxes, and any other taxes or duties of any kind, but excluding taxes on CloudBees’ net income and all employer reporting and payment obligations with respect to CloudBees’ personnel. CloudBees will calculate sales tax owed by You for states in which it has operations, based on the shipping information entered by You. If You have additional tax liabilities that CloudBees does not calculate, you are responsible for for paying those liabilities directly. If any applicable law requires You to withhold amounts from any payments to CloudBees under this TOS, (a) You will effect such withholding, remit such amounts to the appropriate taxing authorities and promptly furnish CloudBees with tax receipts evidencing the payments of such amounts and (b) the sum payable by You upon which the deduction or withholding is based will be increased to the extent necessary to ensure that, after such deduction or withholding, CloudBees receives and retains, free from liability for such deduction or withholding, a net amount equal to the amount CloudBees would have received and retained absent the required deduction or withholding.
Cancellation and Termination
You are responsible for properly cancelling Your account by using the online facilities provided by CloudBees on the Site. CloudBees will then contact Your account administrator and require a confirmation by replying to CloudBees’ email. There are no other means of cancelling Your account. You will lose access to all of Your content upon cancellation, and CloudBees will delete Your content in its normal course of business operations. This information cannot be recovered once Your account is cancelled. If You cancel the Service before the end of Your current paid-up subscription period, Your cancellation will take effect immediately and You will not be charged again. You will only be charged for the existing usage fees of Your account, if any.
CloudBees reserves the right to (a) modify or discontinue, temporarily or permanently, the Service (or any part thereof) and (b) refuse any and all current and future use of the Service, suspend or terminate Your account (or any part thereof) or use of the Service and remove and discard any of Your content in the Service, for any reason, including, if CloudBees believes that You have violated this TOS. CloudBees will use all reasonable efforts to contact You directly via email to warn You prior to suspension or termination of Your account. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of Your use of Service may be referred to appropriate law enforcement authorities. CloudBees shall not be liable to You or any third party for any modification, suspension or discontinuation of the Service.
DISCLAIMER OF WARRANTIES
THE SERVICE, INCLUDING THE SITE AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, TO THE FULLEST EXTENT PERMITTED BY LAW AND CLOUDBEES EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT CLOUDBEES DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM CLOUDBEES OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL CLOUDBEES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA OR BUSINESS INTERRUPTION. IN ADDITION, CLOUDBEES SHALL NOT BE LIABLE FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE GREATER OF THE MONTHLY SERVICE FEE PAID OR PAYABLE BY YOU FOR THE ONE MONTH PRECEDING THE TIME OF ANY CLAIM FOR MONETARY DAMAGES OR ONE HUNDRED ($100) U.S. DOLLARS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT, AND THESE PROVISIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS IN ITS ESSENTIAL PURPOSE.
Some U.S. states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to You. IN THESE STATES, CLOUDBEES’ LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
You will indemnify and hold harmless CloudBees, and its directors, officers, employees, agents, successors and assigns from and against any and all loss, damage, liability, and expense arising from any claim brought against any such indemnified party by any third party in connection with your use of the Service, your violation of this TOS, Your violation of any third party right, including any intellectual property right, or any claim that use of Your content caused damage to a third party. This indemnity obligation will survive the termination or expiration of Your account and this TOS.
CloudBees may assign or transfer this TOS, in whole or in part, without restriction.
Compliance with Laws
You are responsible for complying with any applicable laws, rules, or regulations governing Your use of the Service, including without limitation, the export of the Service or any of its components. You shall not and shall not allow any third party to use the Service or any of its components: (a) in (or by a national or resident of) any embargoed or terrorist-supporting country; (b) by anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals; (c) in any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (d) otherwise in violation of any export or import restrictions, laws or regulations of any United States or foreign agency or authority. You further warrant that You are not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list. The Service is also restricted from being used for the design or development of nuclear, chemical, or biological weapons or missile technology, or for terrorist activity, without the prior permission of the United States government.
Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such party, including but not limited to any strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or of telecommunications or data networks or services, or refusal of approval of a license by a government agency.
This Agreement shall be governed by the laws of the State of New York and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods or the Uniform Computer Information Transactions Act (UCITA). The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the New York state and United States federal courts located in New York, New York, and both parties irrevocably consent to such personal jurisdiction of such courts and waive all objections thereto.
Relationship of Parties
CloudBees and You are independent contractors and this TOS will not establish any relationship of partnership, joint venture, employment, franchise, or agency between You and CloudBees.
The provisions of this TOS will be deemed severable, and the unenforceability of any one or more provisions will not affect the enforceability of any other provisions. In addition, if any provision of this TOS is declared to be unenforceable for any reason, the parties will substitute an enforceable provision that, to the maximum extent possible under applicable law, preserves the original intentions and economic positions of the parties.
If the software being used in the Service is being used by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), in accordance with 48 C.F.R. 227.7202-4 (for Department of Defense (“DOD”) acquisitions) and 48 C.F.R. 2.101 and 12.212 (for non-DOD acquisitions), the government’s rights in such software and any documentation, including its rights to use, modify, reproduce, release, perform, display, or disclose software or any documentation, shall be subject in all respects to the license rights and restrictions provided in this TOS.