Terms Of Service

Effective: December 11, 2014

Please read this carefully

Welcome to Distelli, located at www.distelli.com (the “Website”), which is owned and operated by Distelli, Inc. (“Distelli”). Distelli offers a series of services and software, including deployment management, tracking, and analytics for enterprises, teams, and individual developers through the Website (the Website, services, software and related features and tools are collectively referred to as the “Distelli Platform”).

Please read these Terms of Service carefully. They are important and contain information and legal disclosures that you should be aware of, including the terms that allow you to access and use the Distelli Platform, and other terms that specify permissible uses of the Distelli Platform. In order to use the Distelli Platform, you must agree to these Terms of Service.

Distelli Platform Overview

The Distelli Platform is a cloud based platform that allows individual developers, teams of developers, and enterprises (collectively, “Users”) to deploy code and applications to multiple servers, whether public, private or virtual, across environments and geographies quickly and easily. The Distelli Platform further provides server organization, staggered deployments, version control, and audit logs to help Users better manage server operations in real time.

Your Acceptance of These Terms Of Service

These Terms of Service contain the terms and conditions that govern your use of the Distelli Platform. The Terms of Service also describe your rights and responsibilities and what you can expect from use of the Distelli Platform. Your use of the Distelli Platform constitutes your acceptance and agreements to these Terms of Service. If you do not agree with these Terms of Service, you are prohibited from accessing the Website and must immediately discontinue using the Distelli Platform.

Distelli May Change These Terms of Service

Distelli reserves the right to add, delete, and/or modify any of the terms and conditions contained in these Terms of Service at any time and in its sole discretion by posting a change notice on the Distelli Platform. In the event of substantive changes to these Terms of Service, you may be notified by email of the changes. If any modification is unacceptable to you, you should immediately cease use of the Website and the Distelli Platform. Your continued use of the Distelli Platform following a notice of a change in the Terms of Service on the Website will constitute your binding acceptance of the changes.

Eligibility to Use the Distelli Platform

Distelli will only provide access to the Distelli Platform to parties that can lawfully enter into and form contracts under applicable law. If you are under the age of 18, but at least 13 years of age, you may use the Distelli Platform only under the supervision of a parent or legal guardian who agrees to be bound by these Terms of Service. The Distelli Platform is not intended for children under the age of 13.

Creating and Maintaining a Distelli Account

In order to use the Distelli Platform, you will have to first create an account on the Website by providing certain registration information to Distelli, such as your name and email address. During this registration process, you will be asked to pick a unique username and create a password. All registration information you supply must be complete and accurate. You are required to maintain and update this information to ensure completeness and accuracy. You may not share your account credentials with anyone; you alone are responsible for maintaining the confidentiality of your account and its password, and are fully responsible for all activities that occur under your account. You agree to notify Distelli immediately upon discovery of any unauthorized use of your password or account or any other breach of security. Any personal information provided to Distelli will be subject to the Distelli Privacy Policy, incorporated herein by reference.

Your License to Use the Distelli Platform

Distelli hereby grants you a limited, revocable license solely to access and use the Website and the Distelli Platform for the purpose of deploying, updating, tracking, reporting and analyzing your deployments and related applications, subject to your compliance with these Terms of Service and the payment of any required fees for any paid component of the Distelli Platform. This license does not include the right to collect or use information contained on the Website or the Distelli Platform for purposes prohibited by Distelli; to compete with Distelli; to create derivative works of the Distelli Platform; or to create reproductions of the Distelli Platform (other than page caching). If you use the Distelli Platform in a manner that exceeds the scope of this license or you breach the Terms of Service, Distelli may revoke the license granted to you. This Section does not control the rights in your intellectual property. Information about your intellectual property rights, the Website, and the Distelli Platform is contained below.

Permissible Uses of the Distelli Platform

You may only use the Website and the Distelli Platform as expressly permitted by Distelli. Your right to access and use the Website and the Distelli Platform is personal to you and is not transferrable by you to any person or entity. You may only use the Website and the Distelli Platform for lawful purposes. You agree that you will not do any of the following:

(i) Use any robot, spider, script, scraper, deep link or other similar automated data gathering or extraction tools, programs, algorithm or methodology to access, acquire, copy or monitor the Distelli Platform or a portion of the Distelli Platform without Distelli’s prior written consent, which consent may be withheld for any reason;

(ii) Use the Distelli Platform in any manner that could damage, disable, overburden, disrupt or impair any Distelli server, the network(s) connected to any Distelli server, or interfere with any other party’s use and enjoyment of the Website or the Distelli Platform;

(iii) Upload content on the Distelli Platform on behalf of another or permit, enable, induce or encourage any third party to post content for you;

(iv) Upload content on the Distelli Platform using any automated means or for you to develop, offer, market, sell, distribute or provide an automated means to perform any step of the uploading and sharing process (in whole or in part);

(v) Disobey any applicable policies or regulations of networks connected to the Website or the Distelli Platform;

(vi) Modify, adapt, translate or reverse engineer the Website or the Distelli Platform;

(vii) Frame or reformat the Website or the Distelli Platform in any way;

(viii) Collect information from third parties by using the Distelli Platform; or

(ix) Register to use the Distelli Platform or create an account on the Website using any automated means or under false pretenses.

Distelli Retains All Intellectual Property Rights in the Distelli Platform Everything located on the Website and the Distelli Platform is the exclusive property of Distelli or is being used with permission. Distelli solely and exclusively owns all intellectual property and other rights, title, and interest in and to the Website and the Distelli Platform, except as expressly provided in these Terms of Service. You will not acquire any right, title, or interest to the Website or the Distelli Platform or to any intellectual property owned by Distelli by using the Website, except as otherwise specified in these Terms of Service. Distelli reserves all rights not expressly granted in these Terms of Service. Any violation of this requirement may result in a copyright, trademark or other intellectual property right infringement that may subject you to civil and/or criminal penalties.

The Website and the Distelli Platform contains copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire contents of the Website and the Distelli Platform are protected by copyright as a collective work under the United States copyright laws. Distelli owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit any of the content of the Website, in whole or in part. You may download, print, and/or save copyrighted material for your personal use only. Except as otherwise expressly stated under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material without the express permission of Distelli or the copyright owner is permitted. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material.

By sending or submitting messages to Distelli about the Distelli Platform or the Website, including but not limited to images, feedback, suggestions, ideas, or any other content you have generated, you automatically grant, and you represent and warrant that you have the right to grant, to Distelli an irrevocable, perpetual, non-exclusive, fully-paid, worldwide license to use, copy, publicly perform, publicly display and distribute such information and content and to prepare derivative works of, or incorporate into other works, the Website, or the Distelli Platform, such information and content, and to grant and authorize sublicenses of the foregoing.

Distelli are trademarks of Distelli, Inc. Product names, logos, brands, and other trademarks featured or referred to within the Website or the Distelli Platform are the property of their respective trademark holders. These trademark holders are not affiliated with Distelli, the Distelli Platform, or the Website. They do not sponsor or endorse Distelli.

Modification of the Distelli Platform

Distelli reserves the right to modify the content, organization or structure of the Distelli Platform or the Website, and may change, suspend, or discontinue any aspect of the Distelli Platform at any time either at no cost or subject to additional fees, in Distelli’s sole discretion. Distelli shall have complete discretion over the features, functions, and other terms and conditions on which the Distelli Platform is offered. Notwithstanding anything else contained in this Agreement, Distelli will have no obligation to continue making the Distelli Platform available or to produce or release new versions of the Distelli Platform or any updates thereto, or to continue offering any portion of the Distelli Platform at a certain price or free of charge.

Payment for Distelli Platform

If you elect to access any paid component of the Distelli Platform, such as becoming a subscriber of one of the available Distelli plans, you agree to pay all fees and charges associated with your subscription on a timely basis. All such fees and charges (including any taxes and late fees, as applicable) will be charged on your credit card. You agree to maintain valid credit card information in your account information. By submitting your credit card information to Distelli, you are authorizing Distelli to charge your credit card the fees associated with the plan you have selected. Distelli will use secure socket layer (SSL) encryption that permits your sensitive payment information to be securely collected and transmitted.

Copyright Infringement

The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that any content made available in connection with the Distelli Platform infringes your copyright, you (or your agent) may send us a notice requesting that the content be removed, or access to it blocked. Notices and counter notices must meet the then-current statutory requirements imposed by the DMCA (see http://www.loc.gov/copyright for details). Notices and counter notices with respect to the Distelli Platform should be sent to:

Distelli, Inc. Attn: DMCA Agent 2442 N.W. Market Street #130 Seattle, WA 98107 or via email at feedback@distelli.com. Representations and Warranties

You represent and warrant to Distelli that, in your use of the Distelli Platform, you: (i) will not infringe the copyright, trademark, patent, trade secret, right of privacy, right of publicity, or other legal right of any third party; (ii) will comply with all applicable laws, rules, and regulations; and (iii) that you have the full power and authority to enter into and perform your obligations under these Terms of Service.

Disclaimer

DISTELLI PROVIDES THE WEBSITE AND THE DISTELLI PLATFORM ON AN “AS IS” AND “AS AVAILABLE” BASIS. DISTELLI DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE, THE DISTELLI PLATFORM OR THEIR USE: (i) WILL BE UNINTERRUPTED, (ii) WILL BE FREE OF INACCURACIES OR ERRORS, (iii) WILL MEET YOUR REQUIREMENTS, OR (iv) WILL OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR SOFTWARE YOU USE. DISTELLI MAKES NO WARRANTIES OTHER THAN THOSE MADE EXPRESSLY IN THESE TERMS OF SERVICE, AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON INFRINGEMENT.

Limitation of Liability

DISTELLI WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA, OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO, OR CONNECTED WITH THE USE OF THE DISTELLI PLATFORM OR THESE TERMS OF SERVICE, BASED ON ANY CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR A BREACH OF A PARTY’S REPRESENTATIONS AND WARRANTIES UNDER THESE TERMS OF SERVICE OR IN CONNECTION WITH YOUR INDEMNITY OBLIGATIONS UNDER THESE TERMS OF SERVICE, IN NO EVENT WILL THE LIABILITY OF EITHER PARTY IN CONNECTION WITH THESE TERMS OF SERVICE EXCEED THE AMOUNT DIRECTLY PAID BY YOU TO USE THE DISTELLI PLATFORM DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GIVES RISE TO SUCH LIABILITY.

Indemnification Under Certain Circumstances

You will indemnify and hold Distelli, its directors, officers, employees, agents and licensors harmless with respect to any damage, loss, expense, suit or claim, including attorneys’ fees and costs (collectively, a “Claim”) arising out of (i) your breach of these Terms of Service, including but not limited to, any infringement by you of the intellectual property of any third party; or (ii) any third party Claim arising out of your use or misuse of the Distelli Platform. If you are required to indemnify Distelli under this section, Distelli will have the right to control the defense, settlement, and resolution of any Claim at your sole expense. You may not settle or otherwise resolve any Claim without Distelli’s express written permission.

Termination

You may terminate your account for any reason at any time by following the account termination procedures in your account profile or by sending a request to feedback@distelli.com. Distelli may suspend, limit your access to, or terminate your use of the Distelli Platform at any time, with or without cause, in its sole discretion. Notwithstanding this section, these Terms of Service will survive indefinitely unless and until Distelli chooses to terminate these Terms of Service.

Notices

All notices required or permitted to be given under these Terms of Service will be in writing and delivered to the other party by any of the following methods: (i) U.S. Mail, (ii) overnight courier, or (iii) electronic mail. If you give notice to Distelli, you must use the following addresses:

Distelli, Inc. Attn: DMCA Agent 2442 N.W. Market Street #130 Seattle, WA 98107 or via email at feedback@distelli.com.

If Distelli provides notice to you, Distelli will use the contact information provided by you to Distelli. All notices will be deemed received as follows: (i) if by delivery by U.S. Mail, five (5) business days after dispatch, (ii) if by overnight courier, on the date receipt is confirmed by such courier service, or (iii) if by electronic mail, 24 hours after the message was sent, if no “system error” or other non-delivery notice is generated. If applicable law requires that a given communication be “in writing,” you agree that email communication will satisfy the requirement.

Dispute Resolution

19.1 Arbitration Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Seattle, Washington before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules or pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

19.2 Class Action Waiver Any dispute resolution proceedings, whether in arbitration or court, will be conducted only on an individual basis and not in a class or representative action or as a named or unnamed member in a class, consolidated, representative or private attorney general action, unless both you and Distelli specifically agree to do so in writing following initiation of arbitration. This provision is not applicable to the extent such waiver is prohibited by law.

19.3 Right to Opt Out of Class Action Waiver and Binding Arbitration IF YOU DO NOT WISH TO BE BOUND BY THE CLASS ACTION WAIVER OR INDIVIDUAL ARBITRATION PROVISIONS IN THIS SECTION 13, YOU MUST NOTIFY DISTELLI IN WRITING WITHIN 30 DAYS OF THE DATE THAT YOU ACCEPT THIS AGREEMENT UNLESS A LONGER PERIOD IS REQUIRED BY LAW. YOUR WRITTEN NOTIFICATION MUST BE MAILED TO DISTELLI, INC., ATTN: ARBITRATION, 2442 N.W. MARKET STREET #130, SEATTLE, WA 98107, OR SENT TO FEEDBACK@DISTELLI.COM, WITH “ARBITRATION” AS THE SUBJECT LINE AND MUST INCLUDE: (i) YOUR NAME, (ii) YOUR ADDRESS, (iii) YOUR DISTELLI USER NAME, IF YOU HAVE ONE, AND (iv) A CLEAR STATEMENT THAT YOU DO NOT WISH TO RESOLVE DISPUTES WITH DISTELLI THROUGH INDIVIDUAL ARBITRATION.

Third Party Services

Distelli may use third parties to provide certain services accessible through the Distelli Platform (such as payment processing). Distelli does not control those third parties or the services provided, and you agree that Distelli will not be liable to you in any way for your use of such services or any charges incurred by you while using such services. These third parties may have their own terms of service and other polices. When you use those services, you must comply with such terms and policies, as well as these Terms of Service. If any such terms or policies conflict with these Terms of Service, or other Distelli agreements or policies, you must comply with these Terms of Service and any other Distelli agreements, or policies, as applicable.

Miscellaneous

These Terms of Service will be binding upon each party hereto and its successors and permitted assigns, and governed by and construed in accordance with the laws of the State of Washington, without reference to conflict of law principles. These Terms of Service (including all of the policies and other Agreements described in these Terms of Service, which are incorporated herein by this reference) contain all prior and contemporaneous agreements and understandings between the parties regarding its subject matter. No failure or delay by a party in exercising any right, power, or privilege under these Terms of Service will operate as a waiver thereof, nor will any single or partial exercise of any right, power, or privilege preclude any other or further exercise of any such right, power, or privilege. You and Distelli are independent entities, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by these Terms of Service. The invalidity or unenforceability of any provision of these Terms of Service will not affect the validity or enforceability of any other provision of these Terms of Service, all of which will remain in full force and effect. The headings used throughout these Terms of Service are merely descriptive and not operative and have no legal or contractual effect.

Comments and Questions

If you have any comments or questions, you may address them to Distelli, Inc., 1700 7th Ave Suite 116-225, Seattle, WA 98101, or via email at feedback@distelli.com.