This Cloud Service Agreement ("Agreement") is a binding legal document between Reposive and you, which explains your rights and obligations as a Customer of Reposive. "Customer" shall mean either (a) you as an individual or (b) your company, if you are using the Cloud Service in your capacity as an employee, representative or agent of a company. "Reposive" shall mean Reposive Oy, Business ID xxxxxxx-x, address --, 00800 Helsinki, Finland.
By using the Cloud Service, Customer agrees to be bound by this Agreement. If you do not agree to this Agreement, do not use the Cloud Service.
The purpose of this Agreement is to agree on the terms applicable to the Cloud Service that is provided by Reposive to the Customer. The service is based on computer infrastructure owned and/or controlled by Reposive, and it is accessible via Internet.
“Agreement” shall mean this document and all appendices mentioned herein, all of which form a binding legal contract between the parties.
“Allowed Repository Content” shall mean any software source code files and associated files.
“Customer Data” shall mean all data, content and code (i) uploaded by Customer, or by another party on behalf of the Customer to the Cloud Service, (ii) created by the processing occurring in the Cloud Service and (iii) submitted or otherwise sent by Customer, its contractors or third parties in any manner to the service provided by Customer with the Cloud Service. To the extent Reposive has assisted the Customer in setting up Customer’s data, content or code to the Cloud Service, this data shall be considered Customer Data.
“Cloud Service” shall mean the source code hosting and software collaboration platform provided as a hosted service by Reposive to Customer under this Agreement.
“Cloud Service Description” shall mean the specifications and descriptions of the Cloud Service as included on the Reposive web site (reposive.com) at the time of acceptance of this Agreement by Customer.
“Downtime” shall mean the time after the notification of Customer to either the reporting system at http://support.reposive.com or an email to email@example.com during which the Cloud Service is not operating and therefore Unavailable. Downtime shall not include non- availability due to network congestion or failure in network connections or Scheduled Downtime. Logs of supplier system shall be used to establish whether the system is Unavailable or not.
“Plan” shall mean the combination of a certain Seat Limit and the associated Subscription Fee opted for by the Customer.
“Scheduled Downtime” shall mean that the Service is Unavailable between the hours 21.00 – 06.00 (GMT+2), and Reposive has notified the Customer about Unavailability at least 7 days in advance.
“Seat Limit” shall mean the number of user accounts for the Software, either personal or bot accounts, the Customer is allowed to use under any given Plan. Deactivated user accounts are not counted towards the Seat Limit. Personal user accounts are to be used by one person per user account only.
“Subscription” shall mean the right to use the Cloud Service and related support in the manner and during the term stated herein.
“Subscription Fee” shall mean the fee, revised by Reposive from time to time, for the right to use the Cloud Service and related support in the manner and during the term stated herein.
“Subscription Period” shall mean a period of 30 days starting from the acceptance by Customer of this Agreement, or any subsequent period of equal length.
“Unavailable” shall mean that the Cloud Service is not available to the Customer, and the lack of availability is caused by non-functioning of equipment or software that belongs to Reposive’s infrastructure and/or is in Reposive’s control.
Reposive provides to Customer the Cloud Service in accordance with the Cloud Service Description.
It is the duty and responsibility of the Customer to obtain and configure its own systems so that the Customer is able to access the Cloud Service. The use of the Cloud Service requires a functioning Internet connection, and it is Customer’s responsibility to obtain such a connection. Reposive is not responsible for functioning of the communications networks or the Internet.
Customer shall not:
(a) use the Cloud Service (or any part of it) for any illegal purpose and shall use it in accordance with all relevant laws;
(b) upload or transmit through the Cloud Service (i) any computer viruses, macro viruses, trojan horses, worms or anything else designed to interfere with, interrupt or disrupt the normal operating procedures of a computer or (ii) any material which is defamatory, offensive, or of an obscene or menacing character;
(c) use the Cloud Service in a manner which (i) may cause the Cloud Service to be interrupted, damaged, rendered less efficient or such that the effectiveness or functionality of the Cloud Service is in any way impaired or (ii) violates or infringes the rights of any person, firm or company (including, but not limited to, intellectual property rights, rights of confidentiality or rights of privacy);
(d) attempt any unauthorised access to any part or component of the Cloud Service; and
(e) alter or modify any part of the Cloud Service other than as may be reasonably necessary to use the Cloud Service for its intended purpose.
Customer agrees that in the event that Customer has any right, claim or action against any end user of the Cloud Service arising out of that end user's use of the Cloud Service, the Customer shall pursue such right, claim or action independently of and without recourse to Reposive.
Customer shall provide full and accurate information when creating any accounts in and for the Cloud Service. Customer is solely responsible for the activity that occurs on such accounts. Furthermore, Customer shall notify Reposive immediately upon becoming aware of any unauthorised use of such accounts.
Customer may use the Cloud Service for hosting software source code repositories that contain only Allowed Repository Content. Reposive does not limit the disk storage space available for such use. However, upon discovery of hosting of any Customer Data apart from Allowed Repository Content, Reposive shall be entitled to, at its sole discretion and subject to a reasonable warning, suspend, terminate or attach conditions to Customer’s access and/or remove any such content or materials from the Cloud Service.
Customer acknowledges and agrees that Reposive may occasionally send the Customer communications regarding Customer’s account or the Cloud Service via email.
During the time this Agreement is in force and subject to the payment of Subscription Fees, the Customer is entitled to technical support as stated herein. Support shall be available to the Customer by sending an email to firstname.lastname@example.org or by creating an electronic support ticket in the online ticketing system at http://support.reposive.com (“Support Request”).
Support provided to Customer by Reposive under this Agreement is strictly limited to providing (i) advice in questions regarding the operational use of the Cloud Service, (ii) advice and assistance in identifying causes of errors in the Cloud Service, where reasonably possible for Reposive, and (iii) workarounds to such identified errors, where reasonably available to Reposive. The support does not include a promise or guarantee that the issue raised by the Customer can be solved. For the sake of clarity, it is expressly stated that the support service provided to Customer under this Agreement shall not include any kind of training, system administration, network administration, desktop support, server support or consulting service, or any services of similar nature.
Support provided to Customer by Reposive under this Agreement shall be limited to two (2) Support Requests and a total of one hour per Subscription Period. Support services in excess of this amount shall be agreed on separately.
Reposive shall respond to any Support Requests within the Response Time. For the purposes of this agreement, Response Time shall mean a time period of a maximum of one business day, excluding public holidays of Finland. A response is given when Reposive replies to the Customer making the Support Request or starts working towards resolving the Support Request.
The pricing of the Cloud Service is based on Plans as defined on the Reposive website (reposive.com) and revised by Reposive from time to time.
Customer under a paid Plan must enter valid billing information and full contact details. However, no billing information is required for a free Plan.
The Subscription Fee paid by the Customer shall be determined by the Plan in force at the beginning of each Subscription Period. The Subscription Fee for each Subscription Period shall be invoiced and become payable by the Customer at the beginning of such Subscription Period. The payment term is two (2) weeks.
The Customer is free to change their Plan during the Subscription Period, in which case the Seat Limit will be immediately adjusted accordingly and the new Plan will be taken into account in determining the Subscription Fee for the following Subscription Period. However, upon upgrading from a free Plan to one requiring payment by the Customer, a new Subscription Period under the upgraded Plan and Subscription Fee shall begin immediately.
Any consecutive upgrading and downgrading of the Plan during a Subscription Period by the Customer which recurs during several Subscription Periods and which, as deemed by Reposive, effectively results in the payment of Subscription Fees not corresponding to the amount of actual use of the Software by Customer, is not allowed under this Agreement. Upon discovering such behavior, Reposive may, at its sole discretion, decide to charge the Customer a Subscription Fee corresponding to the highest-paying Plan in force during such Subscription Period during which such behavior has occurred.
Reposive may, in its sole discretion, revise the pricing and any other terms under this Agreement, including but not limited to the Plans and Subscription Fees, upon 30 days’ notice. Such notice may be provided at any time by posting the changes to the Reposive site (reposive.com) and sending an email notification to the Customer. Unless the Customer cancels their Subscription by notifying Reposive two (2) business days prior to the end of such 30 days’ period, any fees and terms based on such revisions shall be in effect starting from the next beginning Subscription Period after the 30 days’ notice period.
From time to time, Reposive may, in its sole discretion, make updates and upgrades to the Cloud Service. Such updates and upgrades shall be automatically deployed to the Cloud Service without a prior notification. Use of such updates and upgrades shall be covered by the same fees and terms of Reposive as applied to Customer under Section 7 of this Agreement.
Customer may choose to enhance the operation and features of the Cloud Service by subscribing to or procuring, via the Reposive site (reposive.com), certain third-party software extensions or add-ons intended to be used in connection with the Cloud Service (“Extensions”). For the sake of clarity, it is expressly stated that this Agreement does not cover the license or subscription to any Extensions, and all such licenses and/or subscriptions shall be acquired and signed up for by Customer and all license and other agreements concerning Extensions are entered into by Customer and not Reposive. Unless otherwise expressly agreed by Reposive, Reposive shall not be responsible or liable for the operation, or non-operation, or any other element of the Extensions.
Reposive claims no intellectual property rights over the Customer Data.
Customer acknowledges and agrees that all copyright, trademarks and all other intellectual property rights in and to the Cloud Service shall remain at all times owned by Reposive or its licensors. Customer is permitted to use the Cloud Service only as expressly authorized by Reposive. Customer shall not copy, reproduce, alter, modify, or create derivative works of the Cloud Service.
Each party to this Agreement shall keep in confidence all material and information of confidential nature received from the other party and may not use such material or information for any other purposes than those of this Agreement.
Upon termination of this Agreement or when the party no longer needs the material or information in question for the purpose of this Agreement, each party shall upon request of the other party return or destroy all confidential material and information received from the other party. Each party shall, however, be entitled to retain the copies required by law or regulations.
The Customer or its contracting parties shall be the owners and controllers of any and all Customer Data. Reposive does not form any registers from Customer Data. Should any personal data be processed, the processing is done by the Customer with the Cloud Service. If Reposive should be considered processing such data, then it shall be done on the behalf, and by the order, of the Customer. The Customer is the controller of any personal data contained in Customer Data and is responsible for the duties of personal data processor.
Reposive may collect anonymous traffic and statistical data on the usage of the Cloud Service. Reposive may, for the purposes of maintaining network and data security or as required by law, monitor and record the Internet traffic to and from the Cloud Service.
The Customer shall be responsible for all Customer Data and the usage of Customer Data in the Cloud Service. Apart from the right to monitor Customer Data for content formats outside of the scope of Allowed Repository Content, Reposive shall have no right and no obligation to monitor the content or quality of the Customer Data. Customer represents and warrants that it shall use the Cloud Service only in conformity with all legal, contractual and eventual other mandatory obligations. Customer shall indemnify and hold Reposive harmless from any eventual claims arising against Reposive with respect to the Customer Data and its legality and conformity to other obligations.
Upon termination of this Agreement, Reposive shall assist the Customer in transferring their Customer Data from Cloud Service to any other service provider, if necessary. Reposive shall charge assistance to and costs of this transfer by the hour and the Customer undertakes to pay such charges.
Neither party shall be liable for delays and damages caused by an impediment beyond his or her control, which he or she could not have reasonably taken into account at the time of the conclusion of the agreement, and whose consequences he or she could not reasonably have avoided or overcome. Strike, lockout, boycott and other industrial action shall constitute a force majeure event also when the party concerned is the target or a party to such an action. Malfunctioning of the general communication networks or the Internet shall constitute a force majeure event.
Denial of services attacks (whether distributed or not) and similar malicious acts shall constitute a force majeure event provided that Reposive has implemented reasonable and appropriate protection against distributed and non-distributed denial of service attacks. In the event the intrusion protection system (IPS) of Reposive classifies network traffic as being attacking or malicious in nature and, as a result, blocks network traffic, such blocking shall not be considered to cause the Cloud Service being Unavailable, but as an accepted property of the service done to limit the effect of attacks and other malicious acts.
A force majeure event suffered by a subcontractor of a party shall also discharge such party from liability, if subcontracting from other source cannot be made without unreasonable costs or significant loss of time.
Either party shall without delay inform the other party of a force majeure event in writing. The party shall correspondingly inform the other party of the termination of the force majeure event.
Neither party is allowed to transfer this agreement or rights or duties based on it, except in situations where the whole business to which this Agreement is related to, is transferred and this Agreement is completely transferred with the business.
The Cloud Service is provided to the Customer in accordance with the Cloud Service Description and this Agreement.
Reposive strives for good availability of the Cloud Service. In the event that the Downtime lasts for a consecutive period of at least two (2) business days, the Customer shall be entitled to terminate the Subscription and receive compensation for the remainder of the Subscription Period, including such consecutive Downtime for which the Customer has already paid. In relation to availability of the Cloud Service, there is no other remedy for the Customer than what is agreed in this paragraph.
Any other lacks or errors in the Cloud Service shall be communicated by the Customer to Reposive promptly within seven days of the Customer becoming aware of the lack or error, in order for the client to be entitled to a remedy for such shortcoming or error. Reposive shall take all reasonable steps to correct any known lacks or errors within the next seven days. In the event Reposive fails in the correction efforts, the Customer shall be entitled to compensation for direct expenses and damages caused by such lack or error, however subject to the liability limitations agreed in this Agreement.
There is no other warranty regarding the Cloud Service, its qualities or its elements except as expressly provided herein. There is no warranty, whether express or implied, of merchantability, fitness for a particular purpose or non-infringement.
The liability of a party towards the other party based on this Agreement for direct expenses and damages caused by a breach of contract shall not exceed the effective Subscription Fees during a period of six (6) months paid by Customer for the use of the Cloud Service.
Neither party shall be liable for any indirect, incidental or consequential damages or expenses, including but not limited to loss of profits and lost savings, even if the party has been advised of the possibility of such damages.
Customer shall be responsible for taking back-up copies of its data and data files and for verifying the functionality of such back-up copies. Neither party shall be liable for the loss of, damage to, or alteration of data or data files of the other party due to any cause and the resulting damages and expenses incurred, such as expenses based on the re-creation of data files.
The limitations of liability shall not apply to damages caused by willful conduct or gross negligence.
Reposive shall have no other liability for errors and no other liability based on this Agreement, and the Customer shall not be entitled to any other remedy, except as agreed in this section 16 Disclaimer of Warranties and Limitation of Liability.
This Agreement and any Subscription under this Agreement shall be in force for the duration of any Subscription Period, and any Subscription shall be, at the end of each Subscription Period, automatically renewed with a Subscription Period of equal length, unless the Customer chooses to not renew the Subscription by issuing a cancellation of Subscription to Reposive two (2) business days prior to the end of such period. Such cancellation of Subscription must be issued by sending an email to email@example.com. Upon renewal of the Subscription Period, the Subscription is renewed subject to the fees and terms of Reposive applicable to the Cloud Service at the time of renewal.
Reposive may terminate this Agreement, in its sole discretion, at any time with one (1) months prior written notice, in which case this Agreement shall terminate at the end of the Subscription Period running at the time such notice period ends.
Reposive may, in its sole discretion, immediately terminate this Agreement or suspend Customer’s Subscription if any of the following events have occurred and are continuing: (a) if Customer becomes bankrupt, insolvent, ceases the active conduct of its business or dissolves or liquidates or assigns its business for the benefit of creditors or if any receiver, trustee, or similar officer is appointed to take charge of Customer's business or properties, or (b) if Customer fails to comply with any obligation required under this Agreement, including but not limited to the payment of Subscription Fees.
Customer acknowledges that in the event of suspension of the Subscription, the Customer may not access any Customer Data stored in the Cloud Service.
All rights and responsibilities, which by their nature are meant to survive termination or cancellation of this Agreement, shall survive the termination or cancellation of this Agreement.
Reposive shall have the right to use the name of the Customer as a reference on the Reposive site (reposive.com) and in any Reposive's promotional and marketing materials. On the Reposive site (reposive.com), Reposive may display Customer’s name and logo and include: (i) a reference to Customer as a customer to Reposive; and (ii) link to the Customer’s website.
Customer may send Reposive notices under or in connection with this Agreement by email to firstname.lastname@example.org.
As proof of sending does not guarantee Reposive’s receipt of Customer’s notice, Customer must ensure that it has received an acknowledgement from Reposive, which Reposive will aim to send to Customer within 5 working days of Reposive’s receipt and which should be retained by Customer.
This Agreement shall be governed by and construed under the laws of Finland, exclusive of its choice of law rules.
The parties agree that they shall use their best efforts to settle amicably any disputes, differences or controversies that may arise out of or in relation to or in connection with this Agreement. Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce by one arbitrator appointed in accordance with the said rules. Arbitration shall take place in Helsinki, Finland, and shall be in the English language. Each party must provide at least thirty (30) days prior written notice before instituting this arbitration provision. In addition a party may, at its discretion, bring any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or validity thereof at the District Court of Helsinki, provided that the sum of any monetary claims by such party is less than EUR 50.000.
If, however, Customer commits a breach of the provisions relating to intellectual property rights, Reposive shall have, in addition to all other rights in law and under this Agreement, the right to have such provision specifically enforced by any court having jurisdiction and without need to commence arbitration proceedings, it being acknowledged and agreed that any such breach will cause irreparable damage to Reposive and that money damages will not provide an adequate remedy.