Terms of Service

THESE TERMS OF SERVICE (the "Agreement") GOVERN CUSTOMER'S RECEIPT, ACCESS, TO AND USE OF THE SERVICE (AS DEFINED BELOW) PROVIDED BY ADMIRAL ("Admiral"). IN ACCEPTING THIS AGREEMENT BY (A) PURCHASING ACCESS TO THE SERVICE THROUGH AN ONLINE ORDERING PROCESS THAT REFERENCES THIS AGREEMENT, (B) SIGNING UP FOR A FREE ACCESS PLAN FOR THE SERVICE THROUGH A SCREEN THAT REFERENCES THIS AGREEMENT, OR (C) CLICKING A BOX INDICATING ACCEPTANCE, CUSTOMER AGREES TO BE BOUND BY ITS TERMS.

THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES SO ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY ("Customer"); SUCH INDIVIDUAL REPRESENTS AND WARRANTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR THE APPLICABLE ENTITY DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE OR RECEIVE THE SERVICE. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN. THE PARTIES AGREE AS FOLLOWS:

1. The Service

1.1. Service Description

Admiral is the owner and provider of a cloud-based software platform for self-service infrastructure provisioning and multi-cloud Kubernetes deployment (the "Service"). Anything Customer (including Users) posts, uploads, shares, stores, or otherwise provides through the Service, including infrastructure configurations, application manifests, environment variables, and related data, is considered a "User Submission." Customer is solely responsible for all User Submissions it contributes to the Service. Further terms regarding User Submissions, including ownership, are in Section 8.2 below. The Service may also include templates, help documents, and other documents or information that can assist Customer using the Service ("Admiral Content"). Customer will not receive or have access to the code or software that underlies the Service (collectively the "Software") or receive a copy of the Software itself.

1.2. Customer's Subscription

Subject to the terms of this Agreement, Customer may purchase a subscription to, and has the right to access and use, the Service as specified in one or more ordering screens agreed to by the parties through Admiral's website that reference this Agreement and describe the business terms related to Customer's subscription ("Order(s)"). All subscriptions will be for the period described on the applicable Order ("Subscription Period"). Use of and access to the Service is permitted only by individuals authorized by Customer and for Customer's own internal business purposes and not for the benefit of any third party ("Users").

1.3. Admiral's Ownership

Admiral owns the Service, Software, Admiral Content, Documentation, and anything else provided by Admiral to Customer (collectively the "Admiral Materials"). Admiral retains all right, title and interest (including, without limitation, all patent, copyright, trademarks, trade secret and other intellectual property rights) in and to the Admiral Materials, all related and underlying technology and any updates, enhancements, upgrades, modifications, patches, workarounds, and fixes thereto and all derivative works of or modifications to any of the foregoing. There are no implied licenses under this Agreement and any rights not expressly granted to Customer in this Agreement are expressly reserved by Admiral.

1.4. Permissions

The Service contains customizable settings allowing each User to give permission to other Users to perform various tasks within the Service ("Permissions"). It is also solely Customer's responsibility to set and manage all Permissions, including which Users can set such Permissions. Accordingly, Admiral will have no responsibility for managing Permissions and no liability for the Permissions set by Customer and its Users. Customer may, at its option, provide access to the Service and Documentation to its Affiliates (defined below), in which case all rights granted, and obligations incurred, under this Agreement will also inure to the benefit of such Affiliates. Customer represents and warrants that it is fully responsible for any breach of this Agreement by its Affiliates and that Customer has the power to negotiate this Agreement on behalf of its Affiliates. Customer will also be responsible for all payment obligations under this Agreement regardless of whether the use of the Service is by Customer or its Affiliates. Any claim by an Affiliate against Admiral will be brought by Customer and not the Affiliate. For the purposes of this Agreement "Affiliate" will mean an entity directly or indirectly controlling, controlled by or under common control with that party (where "control" means the ownership or control, directly or indirectly, of more than fifty percent (50%) of all the voting power of the shares (or other securities or rights) entitled to vote for the election of directors or other governing authority.

2. Restrictions

2.1. Customer's Responsibilities

Customer is responsible for all activity on its Users' accounts unless such activity is caused by a third party bad actor able to access Customer's account by exploiting vulnerabilities in the Service itself. Customer will ensure that its Users are aware of and bound by obligations and/or restrictions stated in this Agreement and Customer will be responsible for breach of any such obligation and/or restriction by a User.

2.2. Use Restrictions

Customer agrees that it will not, and will not allow Users or third parties to, directly or indirectly (a) modify, translate, copy or create derivative works based on the Service, (b) reverse assemble, reverse compile, reverse engineer, decompile or otherwise attempt to discover the object code, source code, non-public APIs or underlying ideas or algorithms of the Service, except as and only to the extent this restriction is prohibited by law, (c) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than Authorized Users, (d) remove or obscure any copyright, trademark or other proprietary notices, legends or Admiral branding contained in or on the Service, (e) use the Service in any way that violates any applicable federal, state, local or international law or regulation, (f) attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Service, including, without limitation, by introducing viruses and other harmful code or by using flood pings, denial-of-service attacks, or similar methods or technology, (g) use or access the Service to build or support and/or assist a third party in building or supporting products or services competitive to the Service or (h) attempt to probe, scan, or test the vulnerability of the Service or any Admiral system or networks, or (i) use or access the Service in violation of U.S. or applicable non-U.S. laws relating to economic or trade sanctions, or in any manner that may cause Admiral to violate U.S. or applicable non-U.S. laws related to economic or trade sanctions. If Customer (including Users) is using the Service in a manner that, in Admiral's reasonable judgment, causes or is likely to cause significant harm to Admiral or the Service or otherwise threatens the security, integrity or availability of the Service then Admiral may suspend Customer's access to the Service. Admiral will use commercially reasonable efforts under the circumstances of such suspension to (x) provide Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension; (y) limit the suspension to only accounts involved in the activities in question; and (z) remove the suspension as quickly as practicable after the circumstances leading to the suspension have been resolved.

2.3. API Access Restrictions

As part of provision of its Service, Admiral may provide Customer with access to one or more application program interfaces ("API(s)"). Admiral may, in its sole discretion, set and enforce limits on Customer's use of the API and Customer agrees to adhere to such limits. Admiral may also suspend Customer's access to the API or cease providing the API at any time.

3. Third-Party Applications

The Service may work together with third party products, services or applications that are not owned or controlled by Admiral, (e.g., Kubernetes clusters, cloud providers, Terraform modules) ("Third-Party Applications") and Customer, at its sole option, may choose to use such Third-Party Applications. If necessary for the Service and the Third-Party Application to work together, Customer will provide its login information or access credentials to Admiral for the sole purpose of Admiral providing the Service to Customer and Customer represents and warrants that Customer has the right to provide such login information without breach by Customer of any of the terms and conditions that govern Customer's use of the applicable Third-Party Application. Admiral does not endorse such Third-Party Applications. Customer acknowledges and agrees that this Agreement does not apply to Customer's use of such Third-Party Applications and Customer may be required by the providers of such Third-Party Applications to enter into separate agreements for Customer's use. Admiral expressly disclaims all representations and warranties relating to any Third-Party Applications. Customer will look solely to the providers of the Third-Party Applications for any warranty related issues or other claims. Customer's use of Third-Party Applications is at Customer's own risk.

4. Fees and Payment

4.1. Fees

Customer will pay Admiral the fees set forth in the applicable Order. All fees are non-refundable except as required by law or as explicitly stated in this Agreement. All fees are exclusive of applicable taxes, duties, withholdings, and similar assessments, and Customer agrees to pay all such amounts. If Customer is required to withhold any amounts for taxes, Customer will pay Admiral such additional amounts as are necessary to ensure Admiral receives the full amount it would have received had no such withholding been made.

4.2. Payment Terms

Unless otherwise specified in an Order, all fees will be invoiced in advance and all invoices will be due and payable within thirty (30) days of the invoice date. If Customer's payment is overdue, Admiral may suspend Customer's access to the Service until payment is received. Admiral reserves the right to change its fees upon thirty (30) days' notice to Customer, provided that such changes will not apply to fees paid or payable for Subscription Periods that have already started.

5. Term and Termination

5.1. Term

This Agreement will commence on the date Customer first accepts it and will continue until terminated in accordance with this Section 5 (the "Term").

5.2. Termination

Either party may terminate this Agreement (a) for convenience upon thirty (30) days' written notice to the other party, or (b) immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach. Admiral may also terminate this Agreement immediately if Customer fails to pay any fees when due.

5.3. Effect of Termination

Upon termination of this Agreement, Customer's right to access and use the Service will immediately cease, and Admiral may delete Customer's account and User Submissions after thirty (30) days. Customer may export its User Submissions prior to termination. Sections 1.3, 2, 5.3, 6, 7, 8, 9, and 10 will survive termination of this Agreement.

6. Warranties and Disclaimers

6.1. Warranties

Each party represents and warrants that (a) it has the legal power and authority to enter into this Agreement, and (b) it will comply with all applicable laws in its performance of this Agreement.

6.2. Disclaimers

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE, ADMIRAL MATERIALS, AND ALL OTHER PRODUCTS AND SERVICES PROVIDED BY ADMIRAL ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND ADMIRAL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ADMIRAL DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ADMIRAL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) CUSTOMER'S ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE; (B) ANY CONDUCT OR CONTENT OF THIRD PARTIES ON THE SERVICE; (C) ANY CONTENT OBTAINED FROM THE SERVICE; AND (D) UNAUTHORIZED ACCESS, USE OR ALTERATION OF CUSTOMER'S TRANSMISSIONS OR CONTENT, IN EACH CASE, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF ADMIRAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL ADMIRAL'S TOTAL LIABILITY TO CUSTOMER FOR ALL DAMAGES EXCEED THE AMOUNT PAID BY CUSTOMER TO ADMIRAL IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.

8. Intellectual Property

8.1. Admiral Materials

As between the parties, Admiral owns and will retain all right, title, and interest in and to the Admiral Materials. Customer may not remove, alter, or obscure any proprietary notices (including copyright and trademark notices) on or in the Admiral Materials.

8.2. User Submissions

As between the parties, Customer owns and will retain all right, title, and interest in and to User Submissions. Customer grants Admiral and its subcontractors a non-exclusive, worldwide, royalty-free, paid-up, transferable right and license to use, process, and display User Submissions for the sole purpose of providing the Service to Customer.

8.3. Feedback

If Customer provides Admiral with any suggestions, comments, or other feedback regarding the Service ("Feedback"), Customer hereby grants to Admiral and Admiral's assigns a royalty-free, worldwide, perpetual, irrevocable, fully transferable and sublicensable right and license to use, disclose, reproduce, modify, create derivative works from, distribute, display, and otherwise distribute and exploit any Feedback as Admiral sees fit, entirely without obligation or restriction of any kind, except that Admiral will not identify Customer as the provider of such Feedback.

9. Data

9.1. User Information

Customer and its Users are required to provide information such as name, email address, username, IP address, browser, and operating system ("User Information") upon logging into the Service in order to access the Service. Customer grants Admiral and its subcontractors the right to store, process and retrieve the User Information in connection with Customer's use of the Service. Customer represents and warrants that it has obtained all necessary rights to transfer User Information to Admiral and to process the User Information as contemplated by this Agreement. Customer is responsible for all User Information. Accordingly, Customer is responsible for all resulting liability if usernames, passwords, tokens, or keys in Customer's possession are used by any party not authorized to do so.

9.2. User Submissions

Customer grants Admiral and its subcontractors a non-exclusive, worldwide, royalty-free, paid-up, transferable right and license to use, process, and display (to Users) User Submissions for the sole purpose of providing the Service to Customer. Except for the limited rights and licenses granted in this Agreement, Customer will own all right, title and interest in and to the User Submissions and there are no implied licenses under this Agreement.

9.3. Service Data

As Customer (including its Users) interacts with the Service, the Service collects data pertaining to the performance of the Service and measures of the operation of the Service ("Service Data"). Notwithstanding anything else to the contrary herein, provided that the Service Data is aggregated and anonymized, and no User Information, User Submissions, or any other personal identifying information of Customer is revealed to any third party, the parties agree that Admiral is free to use the Service Data in any manner. Admiral owns all right, title, and interest in and to such Service Data. For clarity, this section does not give Admiral the right to identify Customer (including its Users) as the source of any Service Data.

9.4. Data Protection

Admiral has established and implemented reasonable information security practices regarding the protection of User Submissions and User Information (collectively "Customer Data"), including administrative, technical, and physical security processes. Notwithstanding the foregoing, Customer is responsible for maintaining appropriate security, protection and backup of its hardware, software, systems, information, and Customer Data.

10. General Terms

10.1. Publicity

Provided that Customer gives its prior written consent, Admiral may identify Customer and use and display Customer's name, logo, trademarks, or service marks on Admiral's website and in Admiral's marketing materials.

10.2. Force Majeure

Admiral will not be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of Admiral that make it impossible or commercially impracticable for such party to perform its obligations hereunder, which may include failure by a third-party hosting provider or utility provider, strikes (provided that such strike does not involve the employees of the party failing to perform), shortages, riots, fires, acts of God, war, terrorism, and governmental action.

10.3. Changes

Customer acknowledges that the Service is an on-line, subscription-based product, and that to provide improved customer experience Admiral may make changes to the Service provided, however Admiral will not materially decrease the core functionality of the Service. Admiral may also unilaterally modify the terms of this Agreement by notifying you at least thirty (30) days prior to such changes taking effect and posting such changes at https://admiral.io/legal/terms.

10.4. Relationship of the Parties

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

10.5. No Third-Party Beneficiaries

There are no third-party beneficiaries to this Agreement; a person who is not a party to this Agreement may not enforce any of its terms under any applicable law.

10.6. Email Communications

Notices under this Agreement will be provided as follows: (a) all notices regarding the Service will be sent by email, although Admiral may instead choose to provide notice to Customer through the Service, (b) notices to Admiral must be sent to [email protected], and (c) all notices to Customer will be sent to the email(s) provided through the Service. Notices will be deemed to have been duly given (a) the business day after it is sent, in the case of notices through email; and (b) the same day, in the case of notices through the Service.

10.7. Amendment and Waivers

No modification or amendment to this Agreement will be effective unless made in writing and signed or accepted by an authorized representative of both parties. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. No waiver under this Agreement will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

10.8. Severability

This Agreement will be enforced to the fullest extent permitted under applicable law. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.

10.9. Assignment

Neither party will assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, Admiral may assign this Agreement in its entirety (including all Orders), without the consent of Customer, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all Admiral's assets. Any purported assignment in violation of this section is void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

10.10. Governing Law and Venue

This Agreement, and any disputes arising out of or related hereto, will be governed exclusively by the internal laws of the State of Delaware, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. The state and federal courts located in New Castle County, Delaware will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its reasonable costs and attorney's fees.

10.11. Entire Agreement

This Agreement, including all referenced pages and Orders, if applicable, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.