1.1 Chart.io, Inc. ("Chartio") provides its Service (as defined below) to you through its web site located at //chartio.com (the "Site"), subject to this Terms of Service agreement ("TOS"). By accepting this TOS or by accessing or using the Service or Site, you acknowledge that you have read, understood, and agree to be bound by this TOS. If you are entering into this TOS on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this TOS, in which case the terms "you" or "your" shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with this TOS, you must not accept this TOS and may not use the Service.
1.2 Chartio may change this TOS from time to time without prior notice. You can review the most current version of this TOS at any time at //chartio.com/legal/terms. The revised terms and conditions will become effective upon posting, and if you use the Service after that date, your use will constitute acceptance of the revised terms and conditions. If any change to this TOS is not acceptable to you, your only remedy is to stop accessing and using the Service.
2. Description of Service
2.1 The "Service" includes (a) the Site, (b) Chartio's business analytics services and related technologies for monitoring your internal and external data sources, and (c) all software (including the Software, as defined below), data, reports, text, images, sounds, video, and content made available through any of the foregoing (collectively referred to as the "Content"). Any new features added to or augmenting the Service are also subject to this TOS.
2.2 Chartio does not own and shall not be responsible for any data, information or material that you authorize us to retrieve or submit to the Service in the course of using the Service ("Customer Data"). You, not Chartio, shall be solely responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use all Customer Data, and Chartio shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. Chartio will have the right to exploit aggregated Customer Data or data generated by or on behalf of Chartio in connection with the Service and to provide aggregate, de-identified data to third parties, so long as such data is presented in the aggregate and does not identify you.
2.3 Chartio may offer you certain features or a limited version of the Services on a temporary, cost-free basis ("Trial Period"). Unless earlier terminated as described in this TOS, any Trial Period will continue for (a) the then-current Trial Period offered by Chartio, as set forth in the Service, unless otherwise extended by Chartio in its discretion, or (b) if earlier, the start date of your paid Services term. The Trial Period may be subject to additional terms and conditions as set forth in the Service, which are hereby incorporated by reference into this TOS; any such additional Trial Period terms will govern in the event of a conflict with this TOS. ANY CUSTOMER DATA YOU PROVIDE DURING THE TRIAL PERIOD MAY BE DELETED AFTER THE TRIAL PERIOD UNLESS YOU PURCHASE A PAID SUBSCRIPTION FOR THE SAME SERVICE FEATURES.
3. General Conditions, Access and Use of the Service
3.1 Subject to the terms and conditions of this TOS, you may access and use the Service only for lawful purposes. All rights, title and interest in and to the Service and its components will remain with and belong exclusively to Chartio. You shall not (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Service available to any third party; (b) use the Service in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Service or its components, or (c) modify, adapt or hack the Service to, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks or any computers, networks, servers or accounts of third parties. You shall comply with any codes of conduct, policies or other notices Chartio provides you or publishes in connection with the Service, and you shall promptly notify Chartio if you learn of a security breach related to the Service. You will not use the Services in a manner that violates the terms and conditions of any third party application or other service.
3.2 Any software or agents that may be made available by Chartio in connection with the Service ("Software") contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Subject to the terms and conditions of this TOS, Chartio hereby grants you a personal, non-transferable, non-sublicensable and non-exclusive right and license to use the object code of any Software solely in connection with the Service, provided that you shall not (and shall not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code or sell, assign, sublicense or otherwise transfer any right in any Software. You agree not to access the Service by any means other than through the interface that is provided by Chartio for use in accessing the Service. Any rights not expressly granted herein are reserved and no license or right to use any trademark of Chartio or any third party is granted to you in connection with the Service.
3.3 You are solely responsible for all Account Information (as defined below), data, information, feedback, suggestions, text, content and other materials that you enable, upload, post, deliver, provide or otherwise transmit or store (hereafter "post(ing)") in connection with or relating to the Service ("Your Content"). You are responsible for maintaining the confidentiality of your login, password and account and for all activities that occur under your login or account. Chartio reserves the right to access your account in order to respond to your requests for technical support. By posting Your Content on or through the Service, you hereby do and shall grant Chartio a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform Your Content in connection with the Service. Chartio has the right, but not the obligation, to monitor the Service, Content, or Your Content. You further agree that Chartio may remove or disable any Content at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), or for no reason at all.
3.4 You understand that the operation of the Service, including Your Content, may involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to Chartio's third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content. Chartio will have no liability to you for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content.
3.5 The failure of Chartio to exercise or enforce any right or provision of this TOS shall not be a waiver of that right. You acknowledge that this TOS is a contract between you and Chartio, even though it is electronic and is not physically signed by you and Chartio, and it governs your use of the Service and takes the place of any prior agreements between you and Chartio.
4. Account Information from Third Party Sites.
4.1 Through the Service, you may direct Chartio to retrieve certain information maintained online by third party providers with which you have a customer relationship, maintain accounts or engage in transactions ("Account Information"). You agree to provide your username, password and other log-in information and credentials necessary to access your account with such providers ("Access Information"), and you hereby grant Chartio permission to use the Access Information and Account Information for the purposes contemplated by this TOS.
4.2 By using the Service and providing your Access Information, you expressly authorize Chartio to access and use your Account Information maintained by identified third parties, on your behalf as your agent. You hereby authorize Chartio to use your Access Information to accomplish the foregoing and to configure the Service so that it is compatible with the third party sites for which you submit Account Information. YOU ACKNOWLEDGE AND AGREE THAT WHEN CHARTIO ACCESSES AND RETRIEVES ACCOUNT INFORMATION FROM THIRD PARTY SITES, CHARTIO IS ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE THIRD PARTY. You represent and warrant that neither the foregoing (or anything else in this TOS) nor your use of the Services will violate any agreement or terms to which you are subject, including without limitation, those with respect to any third party site. The manner in which such third party providers transmit, use, store and disclose your Account Information is governed solely by the policies of such third parties, and Chartio shall have no liability or responsibility for the privacy practices or other actions of any third party site or service that may be enabled within the Service. In addition, Chartio is not responsible for the accuracy, availability or reliability of any Account Information, data, information, content, services, advice or statements made available in connection with such third party services. As such, Chartio is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such third party services, including without limitation (a) actions or the effect of actions that you authorize the Service to take with respect to third party services (such as database queries), (b) inaccurate or corrupted Account Information within the third party service, the Service or otherwise (c) reliance on calculations or visualizations provided by the Service or actions you take as a result of such calculations or visualizations, or (d) Chartio's categorization or classifications of Account Information on the Service.
4.3 Chartio does not guarantee that any such third party services will continue to be made available within the Service, and such services may be removed or disabled by Chartio at any time without notice to you. You acknowledge and agree that the Service may not be sponsored or endorsed by the third party services accessible through the Service.
To the extent the Service or any portion thereof is made available for any fee, you will be required to select a payment plan and provide Chartio information regarding your credit card or other payment instrument. You represent and warrant to Chartio that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay Chartio the amount that is specified in the payment plan in accordance with the terms of such plan and this TOS. You hereby authorize Chartio to bill your payment instrument in advance on a periodic basis in accordance with the terms of the applicable payment plan until you terminate your account, and you further agree to pay any charges so incurred. If you dispute any charges you must let Chartio know within sixty (60) days after the date that Chartio invoices you. We reserve the right to change Chartio's prices. If Chartio does, Chartio will provide notice of the change on the Site or in email to you, at Chartio's option, at least 30 days before the change is to take effect. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount.
6. Representations and Warranties
You represent and warrant to Chartio that (i) you have full power and authority to enter into this TOS; (ii) you own all Your Content or have obtained all permissions, releases, rights or licenses required to engage in your posting and other activities (and allow Chartio to perform its obligations) in connection with the Services without obtaining any further releases or consents; (iii) Your Content and other activities in connection with the Service, and Chartio's exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party's copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; and (iv) you are eighteen (18) years of age or older.
The Service may be made available to you for an initial Trial Period as described above. Once you purchase a subscription to the Service, your Trial Period will terminate. You have the right to terminate your account at any time in accordance with the procedures set forth on the Site. Chartio reserves the right to (i) modify or discontinue, temporarily or permanently, the Service (or any part thereof) and (ii) refuse any and all current and future use of the Service, suspend or terminate your account (any part thereof) or use of the Service and remove and discard any of Your Content in the Service, for any reason, including if Chartio believes that you have violated this TOS. Chartio shall not be liable to you or any third party for any modification, suspension or discontinuation of the Service. Chartio will use good faith efforts to contact you to warn you prior to suspension or termination of your account by Chartio. All of Your Content on the Service (if any) may be permanently deleted by Chartio upon any termination of your account in its sole discretion. However, all accrued rights to payment and the terms of Sections 5-12 shall survive termination of this TOS.
8. Disclaimer of Warranties
THE SERVICE, INCLUDING THE SITE AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND CHARTIO EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT CHARTIO DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM CHARTIO OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.
9. Limitation of Liability
9.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL CHARTIO BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST OR CORRUPTED DATA OR BUSINESS INTERRUPTION, OR (B) FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED ($100) U.S. DOLLARS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOS.
9.2 Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, CHARTIO'S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
10. Disclaimer of Warranties
You shall defend, indemnify, and hold harmless Chartio from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this TOS, any of Your Content, or your other access, contribution to, use or misuse of the Service. Chartio shall provide notice to you of any such claim, suit or demand. Chartio reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Chartio's defense of such matter.
You may not assign this TOS without the prior written consent of Chartio, but Chartio may assign or transfer this TOS, in whole or in part, without restriction.
12. Governing Law
This TOS shall be governed by the laws of the State of California without regard to the principles of conflicts of law. Unless otherwise elected by Chartio in a particular instance, you hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of California for the purpose of resolving any dispute relating to your access to or use of the Service.