In order to use the Service, you have to create an account on our Site (“Account”). You acknowledge and agree (i) to provide accurate and complete Account and login information; (ii) to remain solely responsible and liable for the activity that occurs in connection with your Account; (iii) to keep your Account password secure; and (iv) to notify us immediately of any breach of security or unauthorized use of your Account.
6.1. Free Customer.By creating an account you become a free customer (“Free Customer”).
6.2. Paying Customer.Any Free Customer must enter into an order form with us (“Order Form”) and pay Zesty all fees as set forth in the Order Form (“Fees”) to become a paying customer (“Paying Customer”). Please contact us at sales@Zesty.co to request an Order Form.The following additional terms also apply to a Paying Customer:
7.1. You shall pay Zesty the Fees. The payments made to Zesty shall be made on a recurring basis, and shall be changed in accordance with your pricing package. All billing cycles are renewed automatically for the same billing cycle. Fees for the current cycle (monthly or annual) are based on the prevailing rate on the first date of such cycle according to the service selected. All Fees are non-cancellable, non-refundable and, unless otherwise stated in the Order Form, are exclusive of all taxes, levies, or duties, which are your responsibility. If you are located in a jurisdiction that requires you to deduct or withhold taxes or other amounts from any amounts due to us, you must notify us in writing. In such a case, we reserve the right to assess the withheld amount or to increase the gross amount of the applicable payment so that, after the deduction or withholding for taxes, the net amount paid to us will not be less than the amount we would have received without the required deduction or withholding. The payment methods and the required payment schedule are set forth in the Order Form.
7.2. You hereby grant Zesty and Zesty hereby accepts the right to analyze, predict, purchase modify, and if applicable sell commitments (reserved instances) and perform additional cost optimization actions on your behalf.
7.3. Company shall provide its standard support and maintenance services to Customers subject to the and management SLA policy attached to these Terms as Exhibit A.
8.1. Customer Data. While using the Service, you may choose to input, import, upload, post, or otherwise provide to us certain data (“Customer Data”). You retain full ownership of such Customer Data. You hereby grant Zesty a non-exclusive, worldwide, royalty-free license to use, process, transfer, display, copy, and store such Customer Data in order to provide the Service. This includes, without limitation, the provision of such data to Zesty, the transfer of such data by Zesty to its affiliates and subcontractors, including transfers outside of the European Economic Area. You are solely responsible for the display of the privacy notices related to the personal data that you provide Zesty to the Service. You represent and warrant that (i) you have the right to provide Zesty the license granted herein, and (ii) the Customer Data you provide shall not infringe or violate any laws or rights of any third party.
8.2. Our Privacy Policy. You acknowledge and agree that your use of the Service and our use of any Customer Data and/or Accounts are governed by Zesty’s Privacy Policy available on our website.
8.3. Service Data. The Service makes available certain data and/or insights to you (“Service Data”). You acknowledge and understand that the Service Data and other information presented on the Service are collected and compiled automatically and originate from third-party suppliers that you give us access to, such as your cloud providers. The accuracy and validity of Service Data and other information presented on the Service depend on the data provided by your third-party suppliers to whom you give us access.
8.4. To the extent that you need a data processing agreement, you shall execute Zesty’s data processing agreement (“DPA”) available upon request or at https://zesty.co/wp-content/uploads/2020/12/Zesty_DPA.pdf and return it signed to Zesty promptly. In the event you fail to comply with any data protection or privacy law or regulation and/or any provision of the DPA, and/or fail to return an executed version of the DPA to Zesty, then: (a) to the maximum extent permitted by law, you shall be fully responsible and liable for any such breach, violation, infringement and/or processing of personal data without a DPA by Zesty and Zesty’s affiliates and subsidiaries (including, without limitation, their employees, officers, directors, subcontractors and agents); (b) in the event of any claim of any kind related to any such breach, violation or infringement and/or any claim related to processing of personal data without a DPA, you shall defend, hold harmless and indemnify Zesty and Zesty’s affiliates and subsidiaries (including, without limitation, their employees, officers, directors, subcontractors and agents) from and against any and all losses, penalties, fines, damages, liabilities, settlements, costs and expenses, including reasonable attorneys’ fees.
15.1. Free Customer. As a Free Customer, your subscription to the Service continues until your Account is terminated in accordance with these Terms. You may terminate your Account at any time and for any reason by revoking Zesty’s IAM role permission from the cloud provider. We may terminate these terms at any time and for any reason by canceling your Account.
15.2. Paying Customer. As a Paying Customer, the initial term of your subscription to the Service is set forth in the applicable Order Form (the “Initial Term”). Unless the Order Form says otherwise, at the expiration of the Initial Term, your subscription will automatically renew, at the then-current list price, for additional periods of the same duration (each a “Renewal Term”) unless either party provides the other party with written notice of non-renewal at least thirty (30) calendar days prior to the expiration of the then-current term. You should send such a non-renewal request to info@Zesty.co. We may terminate your Account if you materially breach any of these Terms or an Order Form, and such breach is not cured within thirty (30) calendar days of the written notice notifying you of the breach. We may suspend your Account at any time without liability if we believe, at our sole discretion, that Zesty could be put in breach, violation or infringement of applicable laws or regulations, or third party rights or Zesty’s rights could become compromised.SLA terms
During the Term of terms, Zesty will provide access to its SaaS product on a 24x7x365 basis at a 99.99% availability ratio.
The following definitions will apply to this SLA coverage:
“Managed RI” means the RI that was purchased by Zesty and wasn’t modified, converted, exchanged or sold by the Customer.
“RI Utilization” means the RI that was applied to a running instance under an account or sub-account in the Customer’s organization.
“Non-Utilization compensation” means the monetary credits awarded to the Customer by Zesty as a result of RI non-utilization (to be applied for future use). These credits will be deducted from the Customer’s next billing cycle/invoice.
“Non-Utilization Eligibility Credits” To benefit from the non-utilization eligibility credits, the Customer must notify Zesty at least 30 days prior to reducing over 30% of the machines from a single family type within the same region where there are “Managed RIs” and for all RIs not utilized over 30 days that are marked as “managed” and are applicable to be sold.
“Maximum Service Credits” The aggregate maximum Non-Utilization Eligibility Credits to be issued by Zesty to the Customer for any and all Non-Utilization Eligibility compensations that occur in a single calendar month shall not exceed 100% of the amount due by Customer for the Services provided to it during the applicable month. THE CUSTOMER HEREBY ACKNOWLEDGES AND AGREES THAT ITS RIGHT TO RECEIVE SERVICE CREDITS AS SPECIFIED ABOVE CONSTITUTES ITS SOLE AND EXCLUSIVE REMEDY FOR ANY DOWNTIME EVENTS.
Customer Support The Customer may contact Customer Support via email (as needed) in accordance with Zesty’s policy, which may be amended from time to time.
Other SLA Exclusions:THIS SLA DOES NOT APPLY TO ANY DOWNTIME EVENTS THAT: (I) ARE EXPLICITLY EXCLUDED UNDER THIS SLA; OR (II) ARE CAUSED BY FACTORS BEYOND Zesty’S REASONABLE CONTROL; OR (III) RESULTED FROM CUSTOMER’S SOFTWARE, AS WELL AS ANY EVENTS CAUSED BY THE CUSTOMER’S OWN MANAGEMENT OR MISUSE OF THE SERVICES AND PRODUCTS; OR (IV) RESULTED FROM ABUSES OR OTHER BEHAVIORS ON BEHALF OF THE CUSTOMER OR UNRELATED THIRD PARTIES THAT VIOLATE THE AGREEMENT; (V) RESULTED FROM DOWNTIME OF THE CLOUD SERVICE PROVIDER.
It's Time To Run Your Cloud On Auto-Pilot
It's Time To Run Your Cloud On Auto-Pilot