This Agreement is between you or the entity you represent, or, if no such entity is designated by you
in connection with
a Subscription purchase or renewal, you individually (“you”) and Seva Development LLC DBA
“us”, or “our”) and consists of the below terms and conditions, as well as the
Acceptable Use Policy,
the Services Terms, the SLAs, and the Offer Details for your Subscription, or renewal (together, the
It is effective on the date we provide you with confirmation of your Subscription or the date on which your
renewed as applicable. Key terms are defined in Section 9.
1. Use of Services.
Right to use. We grant you the right to access and use the Services and to install and use the Software
included with your
Subscription, as further described in this agreement. You may create and maintain a Customer Solution,
which you may permit
third parties to access and use, provided that the Customer Solution adds material functionality to the
Services and is not
primarily a substitute for the Services. We reserve all other rights.
Acceptable use. You may use the Product only in accordance with this Agreement. You may not reverse
disassemble, or work around technical limitations in the Product, except to the extent that applicable law
despite these limitations. You may not disable, tamper with, or otherwise attempt to circumvent any
billing mechanism that
monitors your use of the Product. You may not rent, lease, lend, resell, transfer, or sublicense the
Product or any portion
thereof to or for third parties.
End Users. You control access by End Users, and you are responsible for their use of the Product in
accordance with this
agreement. For example, you will ensure End Users comply with the Acceptable Use Policy.
Customer Data. You are solely responsible for the content of all Customer Data. You will secure and
maintain all rights in
Customer Data necessary for us to provide the Services to you without violating the rights of any third
party or otherwise
obligating Seva to you or to any third party. Seva does not and will not assume any obligations with
respect to Customer
Data or to your use of the Products other than as expressly set forth in this Agreement or as required by
We may make Non-Seva Products available to you through the Portal or other means. The use of any
Non-Seva Product will be
governed by separate terms between you and the third party providing the Non-Seva Product. For your
convenience, Seva may
include charges for the Non-Seva Product as part of your bill for the Services. Seva, however, assumes
or liability whatsoever for any Non-Seva Products.
You are solely responsible for any Non-Seva Product that you install or use with the Services. We are
not a party to and
are not bound by any terms governing your use of any Non-Seva Product.
If you install or use any Non-Seva Product with the Services, then you, not Seva, direct and control the
use of it with the Services through your actions (for example, through your use of application
programming interfaces and
other technical means that are part of the Services). We will not run or make any copies of such
Non-Seva Products outside
of our relationship with you.
If you install or use any Non-Seva Product with the Services, you may not do so in any way that would
intellectual property or technology to obligations beyond those included in this Agreement.
Responsibility for your accounts. You are also responsible for maintaining the confidentiality of any
authentication credentials associated with your use of the Services. You must promptly notify our customer
about any possible misuse of your accounts or authentication credentials or any security incident related
to the Services.
Updates. We may make changes to the Services from time to time. We will provide you with advanced prior
removing any material feature or functionality (excluding Previews), unless security, legal, or system
considerations require an expedited removal.
Preview releases. We may make available Previews. PREVIEWS ARE PROVIDED “AS-IS,” “WITH
AND “AS AVAILABLE,” AND ARE EXCLUDED FROM THE SLAS AND LIMITED WARRANTY. Previews may not be
covered by customer
support. Previews may be subject to reduced or different security, compliance, and privacy commitments, as
in the Privacy Statement, and any additional notices provided with the Preview. We may change or
discontinue Previews at any
time without notice. We also may choose not to release a Preview into “General Availability.”
2. Security, privacy, and data protection.
Security. We maintain appropriate technical and organizational measures, internal controls, and data
intended to protect Customer Data against accidental loss or change, unauthorized disclosure or access, or
destruction. You are wholly responsible for configuring your Customer Solution to ensure adequate
security, protection, and
backup of Customer Data.
Privacy and data location. We treat Customer Data in accordance with our Privacy Statement. Subject to any
forth in the Privacy Statement, we may transfer to, store, or process Customer Data in any country where
we or our
Affiliates or subcontractors have facilities used to provide or support the Services. We are a data
sub-processor) acting on your behalf, and you appoint us to do these things with Customer Data in order to
Services to you. You will obtain any necessary consent from End Users or others whose personal information
or other data you
will be hosting using the Services.
Ownership of Customer Data. Except for Software we license to you, as between the parties, you retain all
right, title, and
interest in and to Customer Data. We acquire no rights in Customer Data, other than the right to host
Customer Data within
the Services, including the right to use and reproduce Customer Data solely as necessary to provide the
Use of Customer Data. We will use Customer Data only to provide you the Services. This use may include
prevent, find, and fix problems with the operation of the Services. It may also include improving features
for finding and
protecting against threats to users. We will not use Customer Data or derive information from it for any
other commercial purposes without your consent.
Third-party requests. We will not disclose Customer Data to a third party (including law enforcement,
entity, or civil litigant; excluding our subcontractors) except as you direct or unless required by law.
Should a third
party contact us with a demand for Customer Data, we will attempt to redirect the third party to request
that data directly
from you. As part of this effort, we may provide your basic contact information to the third party. If
compelled to disclose
Customer Data to a third party, we will promptly notify you and provide a copy of the demand, unless
legally prohibited from
doing so. You are responsible for responding to requests by third parties regarding your use of the
Services, such as
requests to take down content under the Digital Millennium Copyright Act.
Subcontractors. We may hire other companies to provide limited services on our behalf, such as customer
support. Any such
subcontractors will be permitted to obtain Customer Data only to deliver the services we have retained
them to provide, and
they are prohibited from using Customer Data for any other purpose. We remain responsible for our
compliance with the obligations set forth in this agreement.
Compliance with law. We will comply with all laws applicable to our provision of the Services, including
breach notification laws, but not including any laws applicable to you or your industry that are not
generally applicable to
information technology services providers. You will comply with all laws applicable to your Customer
Data, and your use of the Services, including any laws applicable to you or your industry.
GDPR. We strive to comply with each security standard set forth in the GDPR statue. We offer a contract
with all the requirements and may prepare one at the clients’ request.
3. Purchasing Services.
Available Subscription offers. The Portal provides Offer Details for available Subscription offers, which
generally can be
categorized as one or a combination of the following:
Commitment Offering. You commit in advance to purchase a specific quantity of Services for use during a
Term and to pay
upfront or on a periodic basis during the Term in advance of use. Additional or other usage (for
example, usage beyond
your commitment quantity) may be billed like a Consumption Offering.
Consumption Offering (also known as Pay-As-You-Go). You pay based on actual usage in the preceding month
with no upfront
commitment. Payment is on a periodic basis in arrears.
Limited Offering. You receive a limited quantity of Services for a limited term without charge (for
example, a free trial)
or as part of another Seva offering (for example, MSDN). Provisions in this agreement with respect to
cancellation fees, payment, and data retention may not apply.
Ordering. By ordering or renewing a subscription, you agree to the offer details for that Subscription
otherwise specified in those offer details Services are offered on an “as available” basis and
we make no
guarantee that a particular quantity of Services will be available at the time of request. You may place
orders for your
Affiliates under this agreement and grant your Affiliates administrative rights to manage subscription ,
but Affiliates may
not place orders under this agreement. If you grant any rights to Affiliates with respect to your
Affiliates shall be bound by this agreement and you agree to be jointly and severally liable for any
actions of such
Affiliates related to their use of the Products
Pricing and payment. Pricing may be modified at any time at our sole discretion.
Payments are due and must be made according to the Offer Details for your
For Commitment Offerings, the price level may be based on the quantity of Services you ordered. Some
offers may permit you
to modify the quantity of Services ordered during the Term and your price level may be adjusted
accordingly, but price
level changes are not retroactive. During the Term of your Subscription, prices for Services will not be
increased, as to
your Subscription, from those posted in the Portal at the time your commitment period commenced or
renewed, except for
Previews where prices are identified as temporary or for Non-Seva Products for which we do not control
the price. All
prices are subject to change at the beginning of any Subscription renewal.
For Consumption Offerings, pricing is subject to change at any time. This includes the pricing per
credit. Please be
advised that we use credits as an estimate and can adjust pricing at any time. While pricing on our
offerings is subject
to change, changes in purchased services will only be applied after consent is given by the customer.
Renewal. Upon renewal of your Subscription, this agreement will terminate and your Subscription will
thereafter be governed,
by the terms and conditions set forth on the Portal on the date on which your Subscription is renewed (the
Terms”). If you do not agree to any Renewal Terms, you may decline to renew your Subscription.
For Commitment Offerings, you may choose to have a Subscription automatically renew or terminate upon
expiration of the
Term. Automatic renewal is pre-selected. You can change your selection at any time during the Term. If
the existing Term
is longer than one calendar month, we will provide you with written notice of the automatic renewal
before the expiration
of the Term.
For Consumption Offerings, the Subscription renews automatically at the end of every month until you
For Limited Offerings, renewal may not be permitted.
Taxes. Prices are exclusive of any taxes. You shall pay any applicable value added, goods and services,
sales, or like taxes
that are owed with respect to any order placed under this agreement and which we are permitted to collect
from you under
applicable law. You shall be responsible for any applicable stamp taxes and for all other taxes that you
obligated to pay including any taxes that arise on the provision of Products to your Affiliates. We shall
be responsible for
all taxes based on our net income or on our property ownership. If any taxes are required to be withheld
on payments you
make to us, you may deduct such taxes from the amount owed to us and pay them to the appropriate taxing
however that you promptly secure and deliver an official receipt for those withholdings and other
documents we reasonably
request to claim a foreign tax credit or refund. You will make certain that any taxes withheld are
minimized to the extent
possible under applicable law.
4. Term, termination, and suspension.
Agreement term and termination. This agreement will remain in effect until the expiration, termination, or
renewal of your
Subscription, whichever is earliest.
Subscription Term and termination. You may terminate this Subscription at any time during its Term;
however, you must pay
all amounts due and owing before the termination is effective, and no refunds will be provided. Seva
reserves the right to
discontinue any work at any time.
One-month Subscription. A Subscription with a one-month Term may be terminated at any time without any
Subscriptions of more than one month. If you terminate a Subscription within 30 days of the date on
which the Subscription
became effective or was renewed, you must pay for the initial 30 days of the Subscription, but no
payments will be due for
the terminated portion of the Subscription. If you terminate a Subscription at any other time during the
Term, you must
pay for the terminated portion of the Subscription as set forth Offer Details for your Subscription.
Partnership agreements between parties between Seva and any other partnering entity will be agreed upon
for a period of
Twelve (12) month. A mutual 90-day period to terminate the partnership will begin upon signing this
document. All agreed
upon payments must be made before termination begins.
Customer Data return and deletion. You may extract and/or delete Customer Data at any time. When a
Subscription expires or
terminates, we will retain any Customer Data you have not deleted for at least 90 days so that you may
extract it, except
for free trials, where we may delete Customer Data immediately without any retention period. You remain
responsible for all
storage and other applicable charges during this retention period. Following the expiration of this
retention period, we
will delete all Customer Data, including any cached or backup copies, within 30 days of the end of the
retention period. You
agree that we have no additional obligation to continue to hold, export or return Customer Data and that
we have no
liability whatsoever for deletion of Customer Data pursuant to these terms.
Regulatory. In any country where any current or future government regulation or requirement applies to us,
but not generally
to businesses operating there, presents a hardship to us operating the Services without change, and/or
causes us to believe
this Agreement or the Services may be in conflict with any such regulation or requirement, we may change
the Services or
terminate this Agreement. If we use this subsection 4(d) of the Agreement to change the Services, then you
Suspension. We may suspend your use of the Services if: (1) it is reasonably needed to prevent
unauthorized access to
Customer Data; (2) you fail to respond to a claim of alleged infringement under Section 6 within a
reasonable time; (3) you
do not pay amounts due under this Agreement; or (4) you do not abide by the Acceptable Use Policy or you
violate other terms
of this Agreement. If one or more of these conditions occurs, then:
For Limited Offerings, we may suspend your use of the Services or terminate your Subscription and your
For all other Subscriptions, a suspension will apply to the minimum necessary part of the Services and
will be in effect
only while the condition or need exists. We will give notice before we suspend, except where we
reasonably believe we need
to suspend immediately. We will give at least 30 days’ notice before suspending for non-payment.
If you do not fully
address the reasons for the suspension within 60 days after we suspend, we may terminate your
Subscription and delete your
Customer Data without any retention period. We may also terminate your account if your use of the
Services is suspended
more than twice in any 12-month period.
Limited warranty. We warrant that the Services will meet the terms of the SLAs during the Term. Your only
breach of this warranty are those in the SLAs.
Limited warranty exclusions. This limited warranty is subject to the following limitations:
any implied warranties, guarantees, or conditions not able to be disclaimed as a matter of law will last
one year from the
start of the limited warranty;
this limited warranty does not cover problems caused by accident, abuse, or use of the Products in a
with this agreement or our published documentation or guidance, or resulting from events beyond our
this limited warranty does not apply to problems caused by any failure to meet minimum system
this limited warranty does not apply to Previews or free offerings.
DISCLAIMER. Other than this warranty, we provide no warranties, whether express, implied, statutory, or
warranties of merchantability or fitness for a particular purpose. These disclaimers will apply except to
applicable law does not permit them
6. Defense of claims.
We will defend you against any claims made by an unaffiliated third party that the Product infringes the
party’s patent, copyright, or trademark or makes unlawful use of its trade secret.
You will defend us against any claims made by an unaffiliated third party that (1) any Customer Solution
or Customer Data
infringes the third party’s patent, copyright, or trademark or makes unlawful use of its trade
secret; (2) arise
from violation of the Acceptable Use Policy.
Limitations. Our obligations in subsection 6(a) will not apply to a claim or award based on: ( i) the
Customer Data, Non-Seva Products, modifications you make to the Product, or materials you provide or make
available in the
course of using the Product; (ii) your combination of the Product with, or damages based upon the value
of, a Non-Seva
Product, data, or business process; (iii) your use of a Seva trademark without our express written
consent, or your use of
the Product after we notify you to stop due to a third-party claim; or (iv) your redistribution of the
Product to, or use
for the benefit of, any unaffiliated third party.(v)Services provided free of charge.
Remedies. If we reasonably believe that a claim under subsection 6(a)(i) may bar your use of the Product,
we will seek to:
(i) obtain the right for you to keep using it; or (ii) modify or replace it with a functional equivalent.
If these options
are not commercially reasonable, we may terminate your rights to use the Product and then refund any
advance payments for
unused Subscription rights.
Obligations. Each party must notify the other promptly of a claim under this Section 6.(i) The party
seeking protection must
(1) give the other sole control over the defense and settlement of the claim; and (2) give reasonable help
in defending the
claim. (ii)The party providing the protection will (1) reimburse the other for reasonable out-of-pocket
expenses that it
incurs in giving that help and (2) pay the amount of any resulting adverse final judgment (or settlement
that the other
consents to). The parties’ respective rights to defense and payment of judgments or settlements
under this Section are
in lieu of any common law or statutory indemnification rights or analogous rights, and each party waives
such common law
7. Limitation of liability.
EXCLUSION. Neither party will be liable for indirect, special, incidental, consequential, punitive, or
exemplary damages, or
damages for lost profits, revenues, business interruption, or loss of business information, even if the
party knew that such
damages were possible.
Exceptions to limitations. The limits of liability in this Section apply to the fullest extent permitted
by applicable law,
but do not apply to: (1) the parties' obligations under Section 6 or subsection 9(m); or (2) violation of
intellectual property rights.
Software provided for use on devices. If the Software is provided to you with its own proprietary license
terms, those terms
control. If the Software does not have its own license terms, then you may install and use any number of
copies of the
Software on your devices for use with Services. This subsection does not apply to Software addressed in
Software provided for use within the Services. We may provide you with the option of running Software
within the Services
(for example, in a virtual machine). Your use of that Software is subject to Seva’s proprietary
license terms c
provided with the Software, as modified below:
You may use such Software only within the Services and only in conjunction with your permitted use of
Services role. To the extent of any conflict between this paragraph and the proprietary license terms
contained in the
Software, this paragraph controls.
You have no other rights under the Software’s license terms or under this agreement to run the
example, you may not run or install copies of the Software on your on-premise servers or other devices
separately obtain the license to do so).
Effect of termination or expiration on Software. If this agreement or the related Subscription is
terminated or expires and
you do not exercise an available buy-out option for Software, then you must delete all copies of Software
and destroy any
Other rights. Your rights to access Software on any device do not give you any right to implement Seva
patents or other Seva
intellectual property in software or devices that access that device.
Third party software. Software may contain third party proprietary programs that are licensed under
separate terms that are
presented to you. Software may also contain third party open source programs that Seva, not the third
party, licenses to you
under Seva’s license terms. Third party notices, if any, for such open source programs are included
Any reference in this agreement to “day” will be a calendar day.
“Affiliate” means any legal entity that a party owns, that owns a party, or that is under
with a party. “Ownership” means, for purposes of this definition, control of more than a 50%
interest in an
“Consumption Offering”, “Commitment Offering”, or “Limited Offering”
categories of Subscription offers and are defined in Section 3.
“Customer Data” means all data, including all text, sound, software, or image files that are
provided to us
by, or on behalf of, you or your Affiliates through your use of the Services.
“Customer Solution” means any application you run in connection with Services.
“End User” means any user of a Customer Solution, or any person permitted by you to access
hosted in Services or otherwise use the Services.
“Non-Seva Product” means any software, data, service, website or other product licensed,
sold or otherwise
provided to you by an entity other than us, whether you obtained it via our Product or elsewhere.
“Offer Details” means the pricing and related terms applicable to a Subscription offer, as
published in the
“Previews” means preview, beta, or other pre-release versions of the Services or Software
offered by Seva to
obtain customer feedback.
“Product” means any Services or Software.
“Software” means Seva software we provide to you as part of the Services for use with the
“Term” means the duration of a Subscription (for example, 30 days or 12 months).
“we” and “us” means Seva and its affiliates, as appropriate.
“you” and “your” means the entity entering into this agreement to use the