1. Your Agreement with Nodejitsu
1.1 Your use of the Nodejitsu service is governed by the terms of service (the "Terms") and constitutes a binding agreement between you and Nodejitsu. "Nodejitsu" means Nodejitsu Inc., with offices at 902 Broadway, 4th Fl, New York, NY, United States, and its subsidiaries or affiliates involved in providing the Service. The ”Service” means the services Nodejitsu makes available through this website, including this website, our cloud computing platform, our API, our Add-ons, and any other software or services offered by Nodejitsu in connection to any of those.
1.2 In order to use the Service, you must first agree to the Terms. You agree to the Terms by actually using the Service. You understand and agree that Nodejitsu will treat your use of the Service as acceptance of the Terms from that point onwards.
1.3 You may not use the Service if you are a person barred from receiving the Service under the laws of the United States or other countries, including the country in which you are resident or from which you use the Service. By using the Service, You affirm that you are over the age of 13, as the Service is not intended for children under 13.
2. Your Account and Use of the Service
2.1 You must provide accurate and complete registration information any time you register to use the Service. You are responsible for the security of your passwords and for any use of your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify Nodejitsu immediately by sending an email to email@example.com.
2.2 Your use of the Service must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software.
2.3 You agree not to (a) access (or attempt to access) the administrative interface of the Service by any means other than through the interface that is provided by Nodejitsu in connection with the Service, unless you have been specifically allowed to do so in a separate agreement with Nodejitsu, or (b) engage in any activity that interferes with or disrupts the Service (or the servers and networks which are connected to the Service).
2.4 Your account has both hard and soft usage limits, as further explained here (or such URL as Nodejitsu may provide). The Service does not permit you to exceed the hard usage limits. Nodejitsu reserves the right to enforce soft usage limits in its sole discretion, which may result in Nodejitsu serving a ”quota exceeded” page to you or users to whom you serve web pages via the Service (”End Users”). Nodejitsu has the right to terminate your account if you repeatedly exceed of the hard or soft usage limits.
3. Service Policies and Privacy
3.1 You agree to comply with the Nodejitsu Acceptable Use Policy available at Acceptable Use Policy (the "Acceptable Use Policy") which is incorporated herein by this reference and which may be updated by Nodejitsu from time to time.
3.3 You agree that you will protect the privacy and legal rights of the End Users of your application. You must provide legally adequate privacy notice and protection for End Users. If End Users provide you with user names, passwords, or other login information or personal information, you must make the users aware that the information will be available to your application and to Nodejitsu.
3.4 As part of the Service, you may choose make certain of your applications to third parties through Nodjitsu’s Marketplace. If you choose to participate in this feature of the Service, the Nodjitsu Marketplace terms shall apply to such activities.
3.5 As part of the Service, you may choose to subscribe to certain third party applications made available through Nodjitsu’s Marketplace (“Third Party Apps”). If you choose to subscribe to such Third Party Apps additional terms may apply to such activities, and such terms will be presented to you at the time of your subscription (“Third Party App Terms”). In the event of any conflict between those Third Party App Terms and these Terms, the Third Party App Terms shall supersede the conflicting terms within this set of Terms.
4. Fees for Use of the Service
4.1 Subject to the Terms, the Service is provided to you without charge up to certain limits. Usage over this limit requires your purchase of additional resources or services. The pricing for additional resources and services can be found at http://nodejitsu.com/pricing (or such URL as Nodejitsu may provide).
4.2 For all purchases made in connection with the Service, we will charge your credit card on a monthly basis or at the interval indicated in the Fees and Payment Policies, if different. Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes. You are responsible for paying all taxes and government charges, and all reasonable expenses and attorneys fees Nodejitsu incurs collecting late amounts. To the fullest extent permitted by law, you waive all claims relating to charges unless claimed within 60 days after the charge (this does not affect your credit card issuer rights). Charges are solely based on Nodejitsu's measurements of your use of the Service, unless otherwise agreed to in writing. To the fullest extent permitted by law, refunds (if any) are at the discretion of Nodejitsu and only in the form of credit for the Service. Nothing in these Terms obligates Nodejitsu to extend credit to any party. You acknowledge and agree that any credit card and related billing and payment information that you provide to Nodejitsu may be shared by Nodejitsu with companies who work on Nodejitsu's behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Nodejitsu and servicing your account. Nodejitsu may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Nodejitsu shall not be liable for any use or disclosure of such information by such third parties. Nodejitsu reserves the right to discontinue the provision of the Service to you for any late payments.
4.3 Nodejitsu may change its fees and payment policies for the Service by notifying you at least fifteen (15) days before the beginning of the billing cycle in which such change will take effect. Changes to the fees or payment policies will be posted in the Service FAQ or the Fees and Payment Policies (or such other URL Nodejitsu may provide from time to time). Any outstanding balance becomes immediately due and payable upon termination of the Terms for any reason.
4.4 You may not develop multiple Applications (defined below) or use multiple accounts to simulate or act as a single Application or otherwise access the Service in a manner intended to avoid incurring fees.
5. Content on the Service and Take Down Obligations
5.1 You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) to which you may have access as part of, or through your use of, the Service are the sole responsibility of the person from which such content originated. All such information is referred to below as the "Content." The term Content shall specifically exclude the applications that you create using the Service or make available through the Service and any code written by you to be used with the Service (collectively, the "Application").
5.2 Nodejitsu reserves the right (but shall have no obligation) to remove any or all Content from the Service. You agree to immediately take down any of your Content that violates the Acceptable Use Policy, including pursuant to a take-down request from Nodejitsu. Nodejitsu reserves the right to directly take-down such Content or to disable the Application.
5.3 In the event that you become aware of any violation of the Acceptable Use Policy by an End User of the Application, you shall immediately terminate such end user's account on your Application. Nodejitsu reserves the right to disable the Application in response to a violation or suspected violation of the Acceptable Use Policy.
5.4 You agree that you are solely responsible for (and that Nodejitsu has no responsibility to you or to any third party for) the Application or any Content that you create, transmit or display while using the Service and for the consequences of your actions (including any loss or damage which Nodejitsu may suffer) by doing so.
5.5 You agree that Nodejitsu has no responsibility or liability for the deletion or failure to store any Third Party Apps or Content and other communications maintained or transmitted through use of the Service. You further acknowledge that you are solely responsible for securing and backing up your Application and Content.
6. Proprietary Rights
6.1 Except for the limited rights in Section 7, You acknowledge and agree that Nodejitsu (or Nodejitsu's licensors) do not transfer any right, title and interest in and to the Service, including any intellectual property rights which subsist in the Service (whether those rights happen to be registered or not, and wherever in the world those rights may exist). As between You and Nodejitsu, Nodejitsu owns title to the Service, including any intellectual property rights which subsist in the Service and Nodejitsu reserves all rights and interest in the Service and related intellectual property rights not expressly granted herein.
6.2 Except as provided in Section 8, Nodejitsu acknowledges and agrees that except for the limited rights in Section 8, it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content or the Application that you create, submit, post, transmit or display on, or through, the Service, including any intellectual property rights which subsist in that Content and the Application (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Nodejitsu, you agree that you are responsible for protecting and enforcing those rights and that Nodejitsu has no obligation to do so on your behalf.
7. License from Nodejitsu and Restrictions
7.1 During the term, Nodejitsu gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by Nodejitsu as part of the Service as provided to you by Nodejitsu. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Service as provided by Nodejitsu, in the manner permitted by the Terms.
7.2 You may not (and you may not permit anyone else to): (a) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Service or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Nodejitsu, in writing (e.g., through an open source software license); or (b) attempt to disable or circumvent any security mechanisms used by the Service or any Application therein.
7.3 Open source software licenses for components of the Service released under an open source license constitute separate written agreements. To the limited extent that the open source software licenses expressly supersede these Terms, the open source licenses govern your agreement with Nodejitsu for the use of the components of the Service released under an open source license.
7.4 During the term, Nodejitsu hereby grants you a limited, non-exclusive, royalty-free, non-transferable license, with no right to sub-license, to display the Nodejitsu trademarks and/or logos as provided here (”Marks”) for the sole purpose of promoting or advertising that you use the Service and solely in accordance with Nodejitsu’s then current Trademark Usage Guidelines, which may be found at http://legal.nodejitsu.com/trademark (or such other URL Nodejitsu may provide from time to time). You agree that all goodwill generated thorough your use of the Nodejitsu Marks shall inure to the benefit of Nodejitsu.
8. License from You
8.1 Nodejitsu claims no ownership or control over any Content or Application. You retain copyright and any other rights you already hold in the Content and/or Application, and you are responsible for protecting those rights, as appropriate. By submitting, posting or displaying the Content on or through the Service you give Nodejitsu a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Content for the sole purpose of enabling Nodejitsu to provide you with the Service. Furthermore, by creating an Application through use of the Service, you give Nodejitsu a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Application for the sole purpose of enabling Nodejitsu to provide you with the Service.
8.2 By adding a collaborator to your Application, you hereby grant to that user a non-exclusive, royalty-free, non-transferable license, with no right to sub-license, to use, display, perform, reproduce, modify, publish, distribute, list information regarding, edit, translate and analyze such Application(s) and Content as permitted by the relevant Service functionality or features for the sole purpose of collaborating on development of the Application(s).
8.3 You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (”Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Nodejitsu under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.
8.4 You agree that Nodejitsu, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and Web site listings (including links to your website) for the purpose of advertising or publicizing your use of the Service.
9.1 Nodejitsu may, and you grant us permission to, make recommendations via the Service for products or services we think may be of interest to you based on your Application(s), Content, and/or use of the Service. We will not knowingly make such recommendations directly to your End Users.
10. Modification and Termination of the Service
10.1 Nodejitsu is innovating in order to provide a positive experience for its users. You acknowledge and agree that the form and nature of the Service which Nodejitsu provides may change from time to time without prior notice to you, subject to the terms in Section 4.3. Changes to the form and nature of the Service will be effective with respect to all versions of the Service; examples of changes to the form and nature of the Service include without limitation changes to fee and payment policies, security patches, added functionality, changed functionality, removal of features and information which are not widely used or that result in liability to Nodejitsu and other enhancements.
10.2 You may terminate these Terms at any time by cancelling your account on the Service. You will not receive any refunds if you cancel your account.
10.3 You agree that Nodejitsu, in its sole discretion and for any or no reason, may terminate your account or any part thereof. You agree that any termination of your access to the Service may be without prior notice, and you agree that Nodejitsu will not be liable to you or any third party for such termination. A pro rata refund will be offered to End Users in such cases in a timely manner as determined by Nodejitsu.
10.4 You are solely responsible for exporting your Content and Application(s) from the Service prior to termination of your account for any reason, provided that if we terminate your account, we will make reasonable efforts to permit you to retrieve and export your Content and Application(s) for a reasonable period of time. Nodejitsu is not liable for any deletion of such Content and Applications at anytime, you are responsible for making your own back-ups of such Content and Applications.
10.5 Upon any termination of the Service or your account these Terms will also terminate, but Sections 6.1, 11, 12, 13, 14, and 17 shall continue to be effective after these Terms are terminated.
11. EXCLUSION OF WARRANTIES
11.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 12 AND 13, SHALL EXCLUDE OR LIMIT NODEJITSU'S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.
11.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK AND THAT THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE."
11.3 NODEJITSU, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SERVICE INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NODEJITSU, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SERVICE (INCLUDING THIRD PARTY APPS) WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE SERVICE (INCLUDING THIRD PARTY APPS) WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE SERVICE WILL BE ACCURATE. FURTHER, WHILE NODEJITSU DOES TAKE REASONABLE EFFORTS TO PROVIDE SECURITY FOR THE SERVICE, THERE IS NO WARRANTY THAT THE USE OF THE SERVICE (INCLUDING THIRD PARTY APPS) AND YOUR INFORMATION WILL BE SECURE AT ALL TIMES, OR NOT SUBJECT TO INTERRUPTION OR MODIFICATION BY UNAUTHORIZED THIRD PARTIES.
12. LIMITATION OF LIABILITY
12.1 SUBJECT TO SECTION 11.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT NODEJITSU, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS.
12.2 THE LIMITATIONS ON NODEJITSU'S LIABILITY TO YOU IN PARAGRAPH 12.1 ABOVE SHALL APPLY WHETHER OR NOT NODEJITSU HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
13.1 You agree to hold harmless and indemnify Nodejitsu, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners (collectively "Nodejitsu and Partners") from and against any third party claim arising from or in any way related to (a) your breach of the Terms (including policies and related terms incorporated by reference), (b) your use of the Service, (c) your violation of applicable laws, rules or regulations in connection with the Service, or (d) your Content or your Application, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, Nodejitsu will provide you with written notice of such claim, suit or action.
14. Copyright Policy
14.1 You agree to set up a process to respond to notices of alleged infringement that comply with the United States' Digital Millennium Copyright Act ("DMCA notices") with respect to Content and Applications. It is Nodejitsu's policy to respond to DMCA notices or other applicable copyright laws and to terminate the accounts of repeat infringers. We reserve the right to take down content in your Application or, if necessary, the Application itself upon receipt of a valid DMCA notice. For more information, please go to http://legal.nodejitsu.com/dmca.
15. Other Content
15.1 The Services may include hyperlinks to other web sites or third party content or resources or email content. Nodejitsu may have no control over any web sites or resources which are provided by companies or persons other than Nodejitsu.
15.2 You acknowledge and agree that Nodejitsu is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
15.3 You acknowledge and agree that Nodejitsu is not liable for any loss or damage which may be incurred by you or your End Users as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
16. Changes to the Terms
16.1 Nodejitsu may make changes to the Terms from time to time. If we change the Terms in any substantive way, we will attempt give you at least seven (7) days notice before the changes take effect, during which period of time you may reject the changes by terminating your account. You agree that notice shall be deemed effective when Nodejitsu sends you an email to the email address provided by you.
16.2 You understand and agree that if you use the Service after the date on which the Terms have changed, Nodejitsu will treat your use as acceptance of the updated Terms.
17. General Legal Terms
17.1 The Terms constitute the whole legal agreement between you and Nodejitsu and govern your use of the Service (but excluding any services which Nodejitsu may provide to you under a separate written agreement), and completely replace any prior agreements between you and Nodejitsu in relation to the Service.
17.2 There are no third party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms creates an agency, partnership or joint venture.
17.3 If Nodejitsu provides you with a translation of the English language version of these Terms, the English language version of these Terms will control if there is any conflict.
17.4 You agree that Nodejitsu may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Service. By providing Nodejitsu your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail.
17.5 You agree that if Nodejitsu does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Nodejitsu has the benefit of under any applicable law), this will not be taken to be a formal waiver of Nodejitsu's rights and that those rights or remedies will still be available to Nodejitsu.
17.6 Nodejitsu shall not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.
17.7 The Terms, and your relationship with Nodejitsu under the Terms, shall be governed by the laws of the State of California without regard to its conflict of laws provisions. You and Nodejitsu agree to submit to the exclusive jurisdiction of the courts located within the county of Santa Clara, California to resolve any legal matter arising from the Terms, unless submitted to arbitration as set forth in the following paragraph. Notwithstanding this, you agree that Nodejitsu shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
17.8 For any claim (excluding claims for injunctive or other equitable relief) under these Terms where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute through binding non-appearance-based arbitration. The party electing such arbitration shall initiate the arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, as selected by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Attribution: This document is an adaptation of the Google App Engine Terms of Service. The original work has been modified with permission under the Creative Commons Attribution 3.0 License. Google, Inc. is not connected with and does not sponsor or endorse Nodejitsu or its Service or its use of the Google App Engine Terms of Service.