Last updated on May 07, 2024
Together with its subsidiaries and other affiliates, Economize, Corp., a Delaware corporation (“Economize”, “we”, “us” or “our”), makes available the “Site” (websites including, without limitation, economize.cloud and all subdomains) and “Services” (including, without limitation, code analysis and improvement platform and related services). Access to and use of Economize’s existing Site and certain Services are governed by this Terms of Service (this “Agreement”).
If you are an individual subscriber to our free tier of Services (“Free Services”), or are otherwise browsing the Site, this Agreement is between you, individually, and Economize.
If you are an employee or authorized user of an entity that has subscribed to the paid version of the Services (“Paid Services”) as our customer (a “Customer”), you are an “Authorized User” of the applicable Customer and (i) you represent that you have the Customer’s permission and authority to use the Site and Services, and the Customer’s “User Content” (as defined below) subject to this Agreement, (ii) this Agreement is an agreement between you, individually, and Economize, and (iii) the Customer is jointly responsible for your use of the Site and Services.
1.1 If you are an individual subscriber to our Free Services: In consideration for your acceptance of this Agreement, Economize grants you a personal, limited, non-exclusive, non-sublicensable, non-transferable, revocable license to access and use the Site and the Free Services solely for your own personal and non-commercial purposes. You may not create more than one account to benefit from credits provided in the Free Services. If we believe you are not using the Free Services in good faith, we may require you to upgrade to Paid Services and charge you our standard fees or stop providing access to the Free Services.
1.2 If you are an Authorized User: In consideration for your agreement to this Agreement and the Customer’s payment of all applicable fees for the Paid Services, Economize grants you a personal, limited, non-exclusive, non-sublicensable, non-transferable, revocable license to access and make use of the Site and the applicable Paid Services solely for the internal business purposes of the Customer.
2.1 You may not (and may not encourage, assist or permit others to):
2.1.1 copy, modify or create derivative works based on the Site, Services, or related documentation, or any portion(s) of any of the foregoing (individually and collectively, “Economize IP”);
2.1.2 distribute, transmit, publish or otherwise disseminate any Economize IP;
2.1.3 download or store any Economize IP except to the extent explicitly permitted on the Site;
2.1.4 transfer to any third party any of your rights under this Agreement (except to the extent that a Customer may permit such number of Authorized Users as has been agreed between the Customer and Economize to access and make use of the Site and Paid Services);
2.1.5. access or use the Services or any other Economize IP for the benefit of any third party (except to the extent that Authorized Users may access and make use of the Site and the Paid Services solely for the internal business purposes of their Customer);
2.1.6. access content or data not intended for you, log onto a server or account that you are not authorized to access, or otherwise violate or attempt to violate any security or authentication feature or measures of the Site or Services;
2.1.7. attempt to access or derive the source code or architecture of the Services;
2.1.8. attempt to probe, scan or test the vulnerability of the Site and/or the Services, or any associated system or network, or to breach any security or authentication feature or measures of the Site or Services (except with Economize’s express permission in connection with your participation in one of Economize’s security testing programs), and if you are blocked by Economize from accessing the Site or Services (including by blocking your IP address), you will not implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address);
2.1.9. interfere or attempt to interfere with service to any user, host or network, including, without limitation, by means of submitting malicious software or computer code (“Malicious Code”) to the Site or Services, load testing, overloading, “flooding,” “spamming,” “mail bombing,” “crashing,”;
2.1.10. email or otherwise transmit any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains any Malicious Code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person or entity; (v) constitutes unsolicited or unauthorized materials; or (vi) is otherwise objectionable;
2.1.11. automate access to the Site or the Services, including, without limitation, through the use of APIs, bots, scrapers or other similar devices;
2.1.12. export or re-export any Economize IP;
2.1.13. use or access any Services or Economize IP in order to build a competitive product, service or solution;
2.1.14. impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity, including, without limitation, an Customer; or
2.1.15. permit any third party to do any of the foregoing.
3.1 You shall be solely responsible for the security and proper use of all user IDs, passwords or other security devices used in connection with the Site and/or the Services, and shall take all reasonable steps to ensure that they are kept confidential and secure, are used properly and are not disclosed to or used by any other person or entity. You shall immediately inform Economize if there is any reason to believe your account to access the Services has or is likely to become known to someone not authorized to use it, or is being or is likely to be used in an unauthorised way. Economize reserves the right (at its sole discretion) to request that you implement security changes in connection with the Services, and you shall promptly comply with any such request.
3.2 You are solely responsible for all activity in connection with access to the Site and/or Services through your third party connected account, and for the security of your computer systems, and in no event shall Economize be liable for any loss or damages relating to such activity.
4.1 You are responsible for obtaining and maintaining any equipment and ancillary services needed to connect to or access the Site or otherwise use the Services, including, without limitation, modems, hardware, software, internet service and telecommunications capacity. You shall be solely responsible for ensuring that such equipment and ancillary services are compatible with the Services and Software. Any third party software, services, or other products you use in connection with the Services are subject to their own terms, and we are not responsible for third party products.
5.1 If you are subscribed to our Free Services, you may upgrade your subscription to access Paid Services by following instructions in your account settings.
5.2 This Agreement shall continue until you cancel your subscription to the Free Services or until terminated by Economize. You may cancel your subscription to the Free Services at any time by deleting your account. If you are an Authorized User of a Customer, and the MSA or the applicable agreement for Paid Services is terminated in relation to such Customer, or if you otherwise lose access to the Services and Software via your Customer, Economize may elect in its discretion to (a) terminate your account or (b) downgrade your account to an individual subscriber account to Free Services, at which point you agree that your use of the Services and Software will be as an individual subscriber in accordance with the terms of this Agreement (which Agreement at that point will be solely between you and Economize).
5.3 Economize may deny you access to all or any part of the Services or terminate your account with or without prior notice if you engage in any conduct or activities that Economize determines, in its sole discretion, violate this Agreement or the rights of Economize or any third party, or is otherwise inappropriate. Without limiting the foregoing, Economize further reserves the right to delete accounts for Free Services (and all User Content contained therein) that have been inactive for more than 180 days.
5.4 Upon termination of your account(s) for any reason, your right to use the Services and Software and to access the Site and any of its content will immediately cease and all content in your account(s) will be deleted. All provisions of this Agreement that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, limitations of liability and miscellaneous provisions.
6.1 “User Content” refers to the text, documents, and other content and information you enter, upload, and transmit when you use our Site and/or Services. You own the intellectual property rights in your User Content.
6.2 You hereby authorize us (and grant us a worldwide, non-exclusive, royalty-free license to) your User Content for the purposes of:
6.3 The license you give us allows us to, for the purposes outlined above, store, reproduce, use, publish and publicly display to you, modify and create derivative works of (such as providing code improvements), and sublicense to our service providers to process your User Content for the purpose of helping us provide the Economize Site and Services to you.
6.4 Economize does not own, control, verify, or endorse User Content. You are responsible for all your User Content. That means you should back up all your User Content and not do anything illegal or harmful with it (including violate any intellectual property or trade secret laws). You represent that you own or have the necessary rights, consents, and permissions to use and authorize the use of User Content as described herein. You may not imply that User Content is in any way sponsored or endorsed by Economize.
6.5 You shall not provide Economize with any User Content that constitutes personal data or is otherwise subject to heightened security requirements by law or regulation or contract (examples include but are not limited to Social Security numbers in the United States, protected health information under the U.S. Health Insurance Portability and Accountability Act, nonpublic personal information under the U.S. Gramm-Leach-Bliley Act, cardholder data under the PCI Data Security Standard).
7.1 We respect the intellectual property rights of others, and we ask our users to do the same. In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, in appropriate circumstances and in our sole discretion, we may terminate the rights of any user to use the Services (or any part thereof) who infringes the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, or if you are aware of someone so infringing on your rights, please provide the following information to the “Copyright Agent”:
7.1.1 An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest.
7.1.2 A description of the copyrighted work that you claim has been infringed upon.
7.1.3 A description of where the material that you claim is infringing is located on the Services.
7.1.4 Your address, telephone number, and email address.
7.1.5 A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, and/or the law.
7.1.6 A statement by you, made under penalty of perjury, that the above information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
7.2 All notices of copyright infringement claims should go to our Copyright Agent at [email protected].
8.1 Economize reserves the right at any time to (i) change any information, specifications, features or functions of the Site or Software, (ii) suspend or discontinue, temporarily or permanently, any or all of the Services, including the availability of any feature, database or content, or (iii) impose limits on certain features and Services or restrict access to parts or all of the Services, whether Paid Services or Free Services, in each case with or without prior notice and without any liability to you or any third party.
8.2 Economize may from time to time update or revise this Agreement. If Economize updates or revises this Agreement, Economize will notify you by posting the updated or revised Terms of Service on the Site or by any other manner chosen by Economize in its commercially reasonable discretion. Your use of the Site and Services following any such update or revision constitutes your agreement to be bound by and comply with this Agreement as updated or revised. You can view the most current Terms of Service at this web page. It is your responsibility to review the Terms of Service periodically.
9.1 Any links on the Site or Services to third party websites are provided for your convenience only. If you choose to access third party websites or obtain products or services from third parties, you do so entirely at your own risk and such access is between you and such third party. Economize does not warrant or make any representation regarding the legality, accuracy or authenticity of content presented by such websites or any products or services offered by third parties and shall have no liability for any loss or damages arising from the access or use of such websites, products or services.
10.1 You understand that by using the Services you consent and agree to the collection and use of certain information about you and your use of the Services in accordance with our Privacy Policy, which is incorporated by reference into and forms a part of this Agreement. If you object to your information being used in this way, please do not use the Services.
10.2 Without limiting the above, your registration to use the Services constitutes your consent to receive email communications from Economize, including messages regarding customer service issues and other matters.
11.1 All intellectual property rights in and to the User Content are and shall remain your property, and Economize shall acquire no right of ownership with respect to your User Content.
11.2 All intellectual property rights in and to the Site and Services and other Economize IP are and shall remain the sole property of Economize and its affiliates and licensors, as applicable, and you shall acquire no right of ownership or use with respect to any Services or other Economize IP except as specified in this Agreement. Without limiting the foregoing, you acknowledge that the Services and the inventions, know-how and methodology embodied therein are proprietary to, and contain valuable trade secrets of, Economize and its affiliates and licensors, as applicable, constitutes Confidential Information of Economize.
11.3 The trademarks, logos and service marks (“Marks”) displayed on the Site are the property of Economize or other third parties. You are not permitted to use these Marks without the prior written consent of Economize or such third party.
11.4 You may from time to time provide Economize with suggestions, comments, recommendations, improvements, solutions, bug fixes, features, concepts, techniques, ideas, know-how and/or any feedback regarding the Services the Site and/or any of Economize’s related technologies (“Feedback”). Any and all Feedback is and shall be given entirely voluntarily. As between the you, Economize and, if applicable, the Customer, all Feedback shall be exclusively owned by Economize, and you hereby make all assignments necessary to accomplish the foregoing ownership, and as a result Economize shall be freely entitled to reproduce, prepare derivative works, disclose to third parties, display and perform (publicly or otherwise), sell, lease, license, distribute and otherwise use and exploit any and all such Feedback as it deems appropriate, at its sole discretion, without obligation or liability of any kind to you, the Customer (if applicable) or any other person or entity.
12.1 Confidential Information: You may be given access to Confidential Information of Economize, its affiliates and other third parties. You may use Confidential Information only as needed to use the Services as permitted under this Agreement. You may not disclose Confidential Information to any third party, and you will protect Confidential Information in the same manner that you protect your own confidential information of a similar nature, using at least reasonable care. Confidential Information means nonpublic information that Economize or its affiliates or third parties designate as confidential or should reasonably be considered confidential under the circumstances, including software, specifications, and other nonpublic business information. Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of yours; (ii) you already possess without any confidentiality obligations when you received it under these Terms; (iii) is rightfully disclosed to you by a third party without any confidentiality obligations; or (iv) you independently developed without using Confidential Information. You may disclose Confidential Information when required by law or the valid order of a court or other governmental authority if you give reasonable prior written notice to Economize and use reasonable efforts to limit the scope of disclosure, including assisting us with challenging the disclosure requirement, in each case where possible.
12.2 Security: You must implement reasonable and appropriate measures designed to help secure your access to and use of the Services. If you discover any vulnerabilities or breaches related to your use of the Services, you must promptly contact Economize and provide details of the vulnerability or breach.
13.1 Customer shall pay Economize fees as set forth in the Account or in an Order Form. Unless otherwise specified in an Order Form, all Fees under this Agreement are payable in U.S. dollars and shall be due within thirty (30) days from date of invoice. Past due invoices are subject to interest on any outstanding balance of the lesser of 1.5% per month or the maximum amount permitted by law. Customer shall be responsible for all taxes associated with the Services. All Fees paid are non-refundable and are not subject to set-off.
14.1 This Agreement shall be governed by the laws of the State of Delaware, without respect to its conflict of laws principles. You agree to submit to the personal jurisdiction of the federal and state courts located in San Francisco County, California.
15.1 For contractual purposes, you (1) consent to receive communications from us in an electronic form via the email address you have submitted or via the Services; and (2) agree that all Terms of Service, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that those communications would satisfy if they were on paper. This section does not affect your non-waivable rights.
15.2 Communications made through email or our support messaging system will not constitute legal notice to Economize or any of its officers, employees, agents or representatives in any situation where notice to Economize is required by contract or any law or regulation. Legal notice to Economize must be in writing and served to our Notice Address (defined above) with an electronic copy sent to [email protected].
16.1 This Agreement and the rights and obligations herein are personal to you, and you may not assign or otherwise transfer this Agreement or any of your rights or obligations hereunder, by operation of law or otherwise, without the prior written consent of Economize. Economize may freely assign this Agreement, including, without limitation, in connection with a merger, acquisition, bankruptcy, reorganization, or sale of some or all of our assets or stock.
16.2 Neither party will use the name of the other party in publicity activities without the prior written consent of the other, except that you consents to Economize identifying you as a customer and, if applicable, using your name and logo, as part of Economize’s marketing efforts (including customer listings, quarterly calls with investors, reference calls, and press releases). You further agree to, upon request, cooperate with Economize in writing a case study regarding your use of the Services.
16.3 If any one or more of the provisions of this Agreement are for any reason held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall be unimpaired and shall remain in full force and effect, and the invalid, illegal or unenforceable provision(s) shall be replaced by a valid, legal and enforceable provision or provisions that comes closest to the intent of the parties underlying the invalid, illegal or unenforceable provision(s).
16.4 The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.
16.5 This Agreement constitutes the entire agreement between Economize and you with respect to its subject matter, and supersedes all prior communications and proposals, whether electronic, oral or written, between Economize and you.
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