These Service Terms and Agreement, together with the Subscription (as defined in Section 2 below), are an agreement (collectively, this “Agreement”) between SQLGrease LLC, a Florida LLC (“SQLGrease”), and the individual or company identified in the Subscription (“Customer”). BY SIGNING UP TO ACCESS THE SQLGrease SERVICE YOU ARE REPRESENTING THAT YOU ARE OVER THE AGE OF 18, HAVE THE CAPACITY AND AUTHORITY TO ENTER INTO THIS AGREEMENT, AND ARE CONSENTING ON BEHALF OF YOURSELF AND/OR AS AN AUTHORIZED REPRESENTATIVE OF YOUR COMPANY, AS APPLICABLE, TO BE BOUND BY THIS AGREEMENT. In consideration of the mutual promises contained in this Agreement, SQLGrease and Customer agree as follows:
SQLGrease runs a monitoring service intended for IT, operations and development teams which includes the features and functionality described at the SQLGrease.com website (the “Site”) on the Subscription Date, as such features and functionality may change from time to time as provided in Section 6 (the “Service”). The Service is operated on SQLGrease’s hosting servers or those of its provider(s) to enable Customer and those of its employees who have been authorized by Customer (“Authorized Users”) to access and use the Service via the web. (If Customer is an individual subscribing for personal use, the term Authorized User shall refer to him or her.) Subscription and Subscription Date. As used in this Agreement, the term “Subscription” means (a) an online order for the Service completed and submitted by Customer through the Site and accepted by SQLGrease, (b) a written Customer purchase order for the Service accepted by SQLGrease, (c) another written agreement for the Service executed by both SQLGrease and Customer. “Subscription Date” refers to, as applicable, (i) the date Customer submits its online order through the Site, (ii) the date Customer issues its written purchase order, (iii) the date both Customer and SQLGrease have executed a written agreement.
All Fees are exclusive of any applicable sales or other taxes or similar fees imposed by any government authority. Customer will (a) pay or reimburse all such taxes and fees (including any interest or penalties), if any, due, based on or measured by amounts payable by Customer under this Agreement (excluding taxes based on SQLGrease’s net income) or (b) furnish SQLGrease with evidence acceptable to the government authority to sustain an exemption therefrom.
Excluding scheduled maintenance windows, SQLGrease will use commercially reasonable efforts to maintain 99.8% availability of the hosted portion of the Service for each calendar month during the term of this Agreement. The Service will be deemed “available” so long as Authorized Users are able to login to the Service interface and access monitoring data. Excluding planned maintenance periods, in the event the Service availability drops below 99.8% for two consecutive months, Customer may terminate the Service in the calendar month following such two-month period upon written notice to SQLGrease. To assess uptime, Customer may, if under a Paying Plan, request the Service availability for a prior month by filing a support ticket through the Site.
Subject to this Agreement, if Customer is under a Paying Plan, SQLGrease will provide unlimited in-product and email support (“Support”). Although no response times are guaranteed, SQLGrease will use commercially reasonable efforts to respond to such support requests within 48 hours. SQLGrease may delegate the performance of certain portions of the Support to third parties, but will remain responsible to Customer for delivery thereof. In the event any Support is not performed with reasonable skill, care and diligence, SQLGrease will re-perform the Support to the extent necessary to correct the defective performance, and Customer acknowledges that re-performance shall be Customer’s sole and exclusive remedy for any defective performance.
SQLGrease will make various application program interfaces (APIs), agents, libraries and other materials available at the Site or through the Service from time to time in its discretion to support Customer’s access and use of the Service (collectively, “Agents”). Customer acknowledges and agrees that: (a) the Agents may only be used on systems owned, leased or primarily operated by Customer, (b) the Agents are made available solely to support access and use of the Service, and SQLGrease has no liability with respect to any other uses of the Agents, and (c) certain of the Agents may include third-party content that is subject to open source license terms that may expand or limit Customers’ rights to use such content. Customer agrees to review any electronic documentation that accompanies the Agents or is identified in a link provided to Customer to determine which portions of the Agents are open source and are licensed under open source license terms. To the extent any such license terms require that SQLGrease provide Customer the rights to copy, modify, distribute or otherwise use any open source software in the Agents that are inconsistent with the limited rights granted to Customer in this Agreement, then such rights in the applicable open source license terms shall take precedence over the rights and restrictions granted in this Agreement, but solely with respect to such open source software. Further, Customer acknowledges and agrees that all third-party content is governed by its respective terms and such terms are solely between Customer and the applicable licensor. Customer agrees to comply with such third-party terms (including open source license terms), as applicable, and SQLGrease has no liability with respect to third-party content under this Agreement.