Welcome to Ellexus Breeze (the “Service”), a service of Ellexus Ltd, registered office 198 High Street, Tonbridge, Kent TN91BE, UK (“Ellexus”, “we”, or “us”). Please read these Terms of Service carefully, as they govern how you use the service. This end-user license agreement (EULA) is a legal agreement between the entity you represent (“You”) and Ellexus. By using this service, you acknowledge that you have read, understand and agree to be bound by these terms of service.
We license use of the Software, Services and Documents to you on the basis of this EULA and subject to any rules or policies applied from time to time by AWS (“AWS Rules”) in relation to payment for and use of the Software. We do not sell the Software or Documents to you. We (or our licensors, as appropriate) remain the owners of the Software and Documents at all times.
Ellexus reserves the right to update and change the Terms of Service at any time (in accordance with the rules and policies applied from time to time by AWS). Your continued use of the Software and/or the Ancillary Services will be subject to any such revised terms.
- You must provide your legal full name, a valid email address, and any other information requested during the account signup process in order to obtain an account. You must ensure that all account information remains complete and accurate.
- You must be a human. Accounts registered by “bots” or other automated methods are not permitted.
- You are responsible for maintaining the security of your account and password and are responsible for all activities conducted using your account and password. Ellexus cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
- You may not use the Service for any illegal or unauthorized purpose. Without limiting the foregoing, you may use the Service only in accordance with the use parameters of your account’s plan level (“Plan Level”), including host and user limitations, and you agree not to attempt to circumvent such limitations.
Payment and Pricing Terms
- Payment and pricing terms for the Service are set forth on the Ellexus product listing page on AWS Marketplace, which is incorporated by reference into theseTerms of Service.
- All Subscription Fees and other amounts payable in connection with this EULA are: a) non-cancellable and (save where expressly stated otherwise in this EULA) non-refundable; b) exclusive of applicable taxes and duties, including VAT and any applicable sales tax (including state sales and use tax), for which you may be additionally liable. If applicable, you agree to pay on demand the amount of any such tax or duty for which you are liable in relation to the Subscription Fees and any other amounts due to us or AWS. You will provide us with any information we reasonably request to determine whether we are obliged to collect VAT (or any other sales tax) from you, including your VAT identification number. If you are legally entitled to an exemption from any sales, use or similar transaction tax, you are responsible for providing us with legally-sufficient tax exemption certificates for each taxing jurisdiction. We will apply the tax exemption certificates to charges under your account occurring after the date we receive the tax exemption certificates. If any deduction or withholding is required by law, you will notify us and will pay us any additional amounts necessary to ensure that the net amount we receive, after any deduction or withholding, equals the amount we would have received if no deduction or withholding had been required. Additionally, you will provide us with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority.
Cancellation and Termination
- You will continue to be billed for the Service until Ellexus terminates your account in accordance with these Terms of Service or you properly cancel your account. You are solely responsible for properly cancelling your account. You can cancel your account by browsing to your account settings, selecting the subscription tab, and clicking Cancel my account”.
- If you cancel the Service before the end of your current paid up month or annual term, your cancellation will take effect upon completion of the billing cycle that has already been paid.
- Ellexus, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Service, or any other Ellexus service, for any reason at any time. Such termination of the Service will result in the suspension or deletion of your Account or your access to your Account. Ellexus reserves the right to refuse service to anyone for any reason at any time.
Modifications to the Service and Prices
- Ellexus reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice.
- Prices of all Services, including but not limited to monthly subscription plan fees to the Service, are subject to change upon 30 days’ notice from Ellexus. Such notice may be provided at any time by posting the changes to the Ellexus product page on AWS Marketplace or the Service itself. If you do not agree to such pricing change, you may cancel your account during such 30-day period. By continuing to use the Service after the effective date of such pricing change, you hereby agree to such pricing change.
- Ellexus shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.
- From time to time updates to the Software and/or the Ancillary Services may be issued through the AWS Marketplace. You acknowledge that you may be required to accept the then current license terms before accepting any update and that bugs and errors in the Software and/or the Ancillary Services may be fixed by way of update. You agree that if you have activated RPM updates on your Instance running the Software, then any update or upgrade to the Software shall be on the basis that you accept and agree to the then current license terms.
Software Licenses, Copyright and Content Ownership
- By paying for the Service, we hereby grant you a non-transferable, non-exclusive license to use the Software, the Ancillary Services and the Documents, subject to the terms of this EULA and the AWS Rules, which are incorporated into this EULA by reference.
- All software that is furnished to you in connection with the Service is provided subject to the terms of a separate end-user license agreement that accompanies such software. You agree to abide by the terms of such end-user license agreement in your use of such software.
- The Service (including all of its software and technology components), together with all intellectual property rights therein, are the exclusive property of Ellexus and its suppliers. You may not duplicate, copy, modify, reverse engineer, decompile, disassemble, display, transmit, distribute, reuse or create any derivative works of any portion of the software, documentation, HTML/CSS or visual design elements of the Service without express written permission from Ellexus. Other trademarks, service marks, and trade names that may appear on the Site are the property of their respective owners.
- Any person using the Software and/or the Ancillary Services will be assumed to be authorised by you and to have obtained permission from and be acting with your authority. You agree to be responsible for ensuring that the Users comply with this EULA, for their use of the Software, the Ancillary Services and the Documents and for any User’s breach of this EULA. You and they may be charged by your and their service providers for access to the Software and/or the Ancillary Services and/or by AWS.
- This Agreement does not convey any Intellectual Property Rights in the Software. All right, title, and interest in the Software and in any ideas, know-how, and programs which are developed by Ellexus in the course of providing any technical services, including any enhancements or modifications made to the Software, shall at all times remain the property of Ellexus or its licensor.
- Licensee will not remove Ellexus’s or its licensor’s Intellectual Property Rights notices from any copies of the Software it uses, including archival and back-up copies.
- You confirm that you own all right, title and interest in and to all of the data in respect of which the Software is to be used (Customer Data) or you have a license for or right to use the same, and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
- If we process any personal data on your behalf when providing Support (as defined below), the parties record their intention that you shall be the data controller and we shall be a data processor and in any such case:
- you acknowledge and agree that the personal data may be transferred or stored outside the country where you and the Users are located in order to carry out the Ancillary Services (including any Support) and our other obligations under this EULA;
- you shall ensure that you are entitled to transfer the relevant personal data to us so that we may lawfully use, process and transfer the personal data in accordance with this EULA;
- you shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation in any relevant jurisdictions;
- each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
- Your use of the Service is at your sole risk, and Ellexus makes no representations that the Service will accurately diagnose or correct every performance problem in your application.
- Technical support is only provided to paying customers. Entry level support is available by contacting firstname.lastname@example.org and customers may purchase a priority support plan from Ellexus for other options. The price listed on AWS Marketplace price includes basic support by email, with a guaranteed response within 72 hours, for one named individual per license.
- You understand that Ellexus uses third party vendors and hosting partners to provide the necessary hardware, software, networking, and related technology required to run the Service. Ellexus is not responsible for any failures attributable to third parties.
- You must not modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service, Ellexus, or any other Ellexus service.
- You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by Ellexus.
- You understand that the technical processing and transmission of the Service may be transferred unencrypted over a network, and assume all risks related thereto. Ellexus shall not be liable to you for any liabilities arising from the operation of the Service over the Internet or other network.
- You must not transmit any worms or viruses or any code of a destructive nature.
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ELLEXUS EXPRESSLY DISCLAIMS ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, ELLEXUS DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR SPECIFIC REQUIREMENTS, THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE COMPLETE, ACCURATE, OR RELIABLE, THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, OR THAT ANY ERRORS IN THE SERVICE WILL BE CORRECTED.
Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT ELLEXUS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ELLEXUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING ANY SUCH DAMAGES RESULTING FROM THE USE OR THE INABILITY TO USE THE SERVICE; THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; TERMINATION OF YOUR ACCOUNT; OR ANY OTHER MATTER RELATING TO THE SERVICE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ELLEXUS’S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATING TO THE SERVICE (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION) WILL AT ALL TIMES BE LIMITED TO THE GREATER OF FIFTY U.S. DOLLARS (U.S. $50) OR THE AMOUNTS YOU PAID TO ELLEXUS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM.
This Agreement shall be governed by the laws of England and Wales without giving effect to any conflicts of laws principles that may require the application of the law of a different jurisdiction. The failure of Ellexus to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and Ellexus and govern your use of the Service, superceding any prior agreements between you and Ellexus (including, but not limited to, any prior versions of the Terms of Service).