Agreement

Subscription Services Agreement

Last Updated on May 13, 2019

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, EXECUTING A SERVICE ORDER OR OTHER DOCUMENT THAT REFERENCES THIS AGREEMENT, BY USING (OR MAKING ANY PAYMENT FOR) ANY OF THE SERVICES, OR BY OTHERWISE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT, YOU: (1) AGREE TO THIS AGREEMENT ON BEHALF OF THE ORGANIZATION, COMPANY, OR OTHER LEGAL ENTITY FOR WHICH YOU ACT (“CUSTOMER”); AND (2) YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND CUSTOMER TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE ANY SERVICES. The parties agree as follows:

  • Definitions

    • “Aggregated Data” means data relating to the Services or FireHydrant’s other products and services that is aggregated in such a way that it is not associated with Customer.

    • “Applicable Law” means all international, federal, state, provincial, and local laws, rules, regulations, binding regulatory guidance, directives, and governmental requirements applicable to the Services, or each party’s performance under this Agreement.

    • “Authorized Users” means employees and contractors of Customer for whom Customer has paid all applicable fees to permit them to access and use the Services.

    • “Beta Features” means any features of the FireHydrant Platform or Software that classified as “beta” and that are made available to Customer.

    • “Confidential Information” means information that either party (“Discloser”) discloses to the other party (“Recipient”) under this Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. “Confidential Information” does not include information that Recipient can document: (1) is independently developed by Recipient; (2) is rightfully given to Recipient by a third party without confidentiality obligations; or (3) becomes public through no fault of Recipient. The FireHydrant Platform, Software, Documentation, and Aggregated Data are FireHydrant’s Confidential Information. The Customer Data is Customer’s Confidential Information.

    • “Customer Data” means: (1) non-public data uploaded by Customer to the Services; and (2) data collected by the Software installed on Customer Systems and transmitted to FireHydrant. “Customer Data” does not include Aggregated Data, even if such Aggregated Data was generated based on, or was otherwise derived from, Customer Data.

    • “Customer Systems” means all computer systems, computer networks, servers, cloud services, workstations, devices, and equipment owned by, or operated on behalf of, Customer.

    • “Documentation” means FireHydrant-provided user documentation, in all forms, relating to the Services and Software (e.g., user manuals and online help files).

    • “FireHydrant Platform” means FireHydrant’s web-based software platform that enables Authorized Users to monitor and respond to incidents affecting Customer’s products and services (including site outages and data security incidents), including any Beta Features.

    • “Intellectual Property Rights” means all patent rights (including utility models), copyrights, moral rights, trademark and service mark rights, trade secret rights, and any other similar proprietary or intellectual property rights (registered or unregistered) throughout the world, together with all applications for any of the foregoing.

    • “Order Term” means the Service Order term length specified in the applicable Service Order.

    • “Privacy Policy” means FireHydrant’s Privacy Policy (currently located at https://www.firehydrant.io/privacy-policy), as it may be amended or moved from time to time.

    • “Service Limitations” means any limitations on Customer’s use of the FireHydrant Platform specified in a Service Order, including number of Authorized Users.

    • “Service Order” means an ordering document or online order specifying the Services to be provided under this Agreement that is entered into between Customer and FireHydrant, including any addenda and supplements thereto.

    • “Services” means FireHydrant’s provision of: (1) the FireHydrant Platform; (2) the Software; (3) the Support Services (as defined below); and (4) any other services set forth in the applicable Service Orders.

    • “Software” means the software provided to Customer in object code form and installed by or on behalf of Customer on Customer Systems, as further described in the applicable Service Order. “Software” includes: (1) any new features or enhancements that FireHydrant makes generally available to its customers, and (2) any Beta Features of the Software.

  • Provision of the Services.

    • Service Orders. Each Service Order is governed by, and hereby incorporated into, this Agreement. If there is a conflict between this Agreement and a Service Order, this Agreement will control unless the Service Order expressly states that a specific provision of this Agreement will be superseded by a specific provision of the Service Order.

    • FireHydrant Platform. Subject to Customer’s payment of all fees and compliance with this Agreement, FireHydrant grants to Customer a worldwide, non-exclusive, non-transferable, non-sublicenseable right during the Order Term to use the FireHydrant Platform by and through its Authorized Users in support of Customer’s business operations and in accordance with any Service Limitations.

    • Software. Subject to Customer’s payment of all fees and compliance with this Agreement, FireHydrant grants to Customer a worldwide, non-exclusive, non-transferable, non-sublicenseable license during the Order Term to: (1) download and install one copy of the Software on Customer Systems; (2) use the Software solely for Customer’s internal business operations; and (3) make a reasonable number of copies of the Software solely for testing, backup, or archival purposes.

    • Documentation. Subject to Customer’s payment of all fees and compliance with this Agreement, FireHydrant grants to Customer a worldwide, non-exclusive, non-transferable, non-sublicenseable license during the Order Term to reproduce, without modification, and internally use a reasonable number of copies of the Documentation solely in connection with Customer’s authorized use of the Services.

    • Support Services. Subject to Customer’s payment of all fees and compliance with this Agreement, FireHydrant shall provide support relating to usage of the Services via its support email (support@firehydrant.io), Monday – Friday from 9:00am – 5:00pm ET, with the exclusion of FireHydrant’s standard observed company holidays (the “Support Services”).

    • “Customer Data” means: (1) non-public data uploaded by Customer to the Services; and (2) data collected by the Software installed on Customer Systems and transmitted to FireHydrant. “Customer Data” does not include Aggregated Data, even if such Aggregated Data was generated based on, or was otherwise derived from, Customer Data.

    • Subcontractors. FireHydrant may use subcontractors or other third parties to perform its obligations under this Agreement, but FireHydrant will remain responsible for all such obligations.

  • Restrictions and Responsibilities.

    • Restrictions. Except as may be expressly permitted by Applicable Law, Customer may not: (1) rent, lease, or otherwise permit third parties to use the FireHydrant Platform, Software, or Documentation; (2) use the FireHydrant Platform, Software, or Documentation to provide services to third parties (e.g., as a service bureau); (3) use the FireHydrant Platform or Software in any way that would violate the Service Limitations or this Agreement; (4) circumvent or disable any security or other technological features or measures of the FireHydrant Platform or Software; (5) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the FireHydrant Platform or Software; (6) modify, translate, or create derivative works based on the FireHydrant Platform, Software, or Documentation; or (7) remove any proprietary notices or labels from the FireHydrant Platform, Software, or Documentation.

    • Authorized Users; Accounts. Customer is responsible and liable for all actions and inactions by its Authorized Users or by any other person or entity to whom Customer or an Authorized User may, directly or indirectly, provide access to or permit to use the FireHydrant Platform, Software, or Documentation; in each case, as if such action or inaction were an action or inaction of Customer. As part of the registration process, Customer will identify an administrative username and password for Customer’s FireHydrant Platform account. FireHydrant may refuse registration of, or cancel, usernames or passwords it deems inappropriate. Customer represents and warrants that all registration information Customer provides is truthful, accurate, and complete, and that Customer will maintain the accuracy of such information. Customer is responsible for maintaining control over Customer’s account, including the confidentiality of Customer’s username and password, and is responsible for all activities that occur on or through Customer’s account and all Authorized Users’ accounts, whether authorized by Customer or not.

    • Security Features. The Software may contain technological copy protection or other security features designed to prevent unauthorized use of the Software, including features to protect against any use of the Software that is not expressly permitted under this Agreement. Customer shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any of those copy protection or security features.

    • Equipment. Customer is responsible for obtaining and maintaining the Customer Systems and any equipment or ancillary services needed to connect to, access, or otherwise use the FireHydrant Platform, including modems, hardware, servers, software, operating systems, networking equipment, and web servers. Customer is responsible for maintaining the security of such equipment. FireHydrant is not responsible for any issues or delays in Services caused by the failure of any such equipment.