This KafkaCare subscription Terms of Service (“Agreement”) is entered into by and between OSO DevOps Limited, a(n) Private Limited Company formed in England (“OSO”, “kafkacare.sh”, “KafkaCare”, “Service Provider”, "us," "we," "our") and the entity or person placing an order for or accessing any Products or Services (“Customer” or “you”). If you are accessing or using the Products or Services on behalf of your company, you represent that you are authorised to accept this Agreement on behalf of your company, and all references to “you” or “Customer” reference your company.
This Agreement permits Customer to purchase subscriptions to software products and other services from KafkaCare pursuant to any KafkaCare ordering documents, online registration, order descriptions or order confirmations referencing this Agreement (“Order Form(s)“) and sets forth the basic terms and conditions under which those Products or Services will be delivered.
The “Effective Date” of this Agreement is the date which is the earlier of (a) Customer’s initial access to any Service (as defined below) through any online provisioning, registration or order process or (b) the effective date of the first Order Form referencing this Agreement.
1.1. Revisions: We may revise these Terms from time-to-time. We will post the revised terms to our website (currently https://www.kafkacare.sh/terms-of-service) (the “Website”) with a “last updated” date. We will also notify you in advance of any material updates to these Terms via email. If you do not agree with an update, you have the right to reject the change by terminating these Terms in accordance with Section 5.2 below. If you continue to use the service after the revisions take effect, you agree to be noun by the revised terms. You agree that we shall not be liable to you or to any third party for any modification of the Terms.
1.2. Notifying You of Updates: You agree to receive electronically all communications, agreements, and notices that we provide in connection with any Services (“Communications”), including by email, by posting them to our website or Platform (located at https://kafkacare.sh) (the “Platform”), or through any other Services. You agree that all Communications that we provide to you electronically satisfy any legal requirement that such Communications be in writing and you agree to keep your account contact information current.
Only authorised users can use KafkaCare.
2.1. Definitions
2.1.1. An "Authorised User": means your employee or contractor who accesses or uses the Services (Support Tiers), and accounts with access rights to the Services.
2.2. Authorised Users: As part of the registration process, you will select one or more administrative users ("Admin Account"). Every individual that accesses or uses the Services, including, without limitation, the Platform and the License, during the term of this Agreement must be an Authorised User. You agree and understand that each Authorised User will be required to agree to Kafka Care’s Website Terms and Privacy Policy. You are responsible for all use of the Services by your Authorised Users and for any breach of these Terms, the Agreements or applicable law, by your Authorised Users. You agree, on behalf of yourself and your Authorised Users, not to share passwords or other login information with any other person. You are solely responsible for all use (including any unauthorised use) of your Authorised User’s login information. If you believe there has been unauthorised access to your account by a third party, or a reasonable likelihood of unauthorised access, you must immediately notify OSO and take remedial action.
2.3. Adding/Removing Users: You are entitled unlimited Authorised Users specified providing they are a contractor or employee of your company. Authorised Users may be added and removed via the Platform. When an Authorised User ends his or her employment or contractual relationship with you, you agree to remove the Authorised User within ten (10) business days.
3.1. Pricing: In consideration for the Services, you will pay OSO the fees for each of the Services you have selected as set forth in terms. OSO may change the Fees charged for Services, from time to time, by submitting all changes to you in writing at least sixty (60) days prior to any Renewal Term (defined below). All price changes will take effect as of the beginning of the Renewal Term. If you do not agree with a price change, you have the right to reject the change by terminating these Terms in accordance with Section 4.2 below.
3.2. Deposit: When you sign up for the Services via our website, OSO will automatically charge your credit card. OSO will review your order and approve or reject your order. If OSO rejects your order, OSO will refund the charges within fifteen (15) days. At such time as OSO approves your order (the “Approval Date”), OSO will apply the charges towards your Fees.
3.3. Billing: If OSO approves your order, on the Approval Date, OSO will automatically charge you in advance the Fees owed for one (1) month of Services and any one-time Fees. Thereafter, OSO will charge you the Fees owed for each subsequent month on the anniversary of your Approval Date. All payments of the Standard Support Tier are to be made by credit card. Enterprise, upon your request and OSO’s written acceptance, OSO will invoice you in advance for one (1) year of service, and you will make payment on such invoice via BACS or SWIFT transfer within fifteen (15) days of your receipt of the invoice.
3.4. Late Payments: Late payments will be subject to a 1.5% fee per month, or the highest amount permitted by law, whichever is lower. You agree to pay for all costs incurred in the collection of past-due amounts owed to OSO, including any legal fees.
3.5. Taxes. The License, Fees, and other amounts required to be paid hereunder do not include any amount for taxes or levy (including interest and penalties). You shall reimburse OSO and hold OSO harmless for all sales, use, VAT, excise, property or other taxes or levies which OSO is required to collect or remit to applicable tax authorities. This provision does not apply to OSO’s income or franchise taxes, or any taxes for which you are exempt, provided you have furnished OSO with a valid tax exemption certificate.
4.1. Auto-Renewing Terms of 1 Month: Subject to either Party’s right to terminate pursuant to this Section 4, these Terms, including the terms of any Service for which you have subscribed, will become effective on your Acceptance Date and continue in effect for 1 month (the “Minimum Term”); and, thereafter, these Terms, including the terms of any Service for which you have subscribed, will renew automatically for additional 1-month periods (each, a “Renewal Term”).
4.2. Termination by Either Party for Convenience:
4.2.1. Subject to Section 4.6: you may terminate these Terms in their entirety, or the terms of a specific Service, as of the next Renewal Date by giving at least thirty (30) days’ prior written notice to OSO of such termination. Upon receipt of a termination notice, any outstanding balances due to OSO for the remainder of the Minimum Term or Renewal Term, as applicable, will be due in full within fifteen (15) days. OSO will continue to provide the Services for the remainder of the then-current Minimum Term or Renewal Term, as applicable, provided OSO has not terminated or suspended the Terms or your Services for cause pursuant to Sections 4.3 or 4.4 below.
4.2.2. Subject to Section 4.7, OSO may terminate these Terms in their entirety, or the terms of a specific Service, by giving you thirty (30) days’ prior written notice of such termination (a) as of the next Renewal Date or (b) in the event OSO discontinues all or part of a specific Service.
4.3. Termination for Cause by Either Party: Either OSO or you may terminate these Terms in their entirety, or the terms of any specific Service, at any time upon the material breach of these Terms or any published policy applicable to the Services by the other Party (or an Authorised User) with at least fourteen (14) days' prior written notice to the other Party, provided that the material breach has not been cured prior to the end of the notice period. Any such termination must clearly identify these Terms.
4.4. Termination for Cause by OSO: Notwithstanding anything stated to the contrary in these Terms, you will be in default of these Terms, including, without limitation, any terms applicable to specific Services, if:
(a) you fail to timely pay any amount owed to us or our Affiliates;
(b) you are or become subject to any proceeding under the Bankruptcy Code or similar laws;
(c) we, in our sole discretion and in good faith, believe you have breached your warranty set forth in Section 15 (Use of Services to Compete); or
(d) if, in our sole discretion, we believe that you or your Authorised Users’ continued use of the Services creates legal risk for KafkaCare or presents a threat to the security of the Services or other OSO customers.
Notwithstanding anything stated to the contrary in these Terms, if you are in default, OSO may, without notice:
(a) suspend your account, your access to the KafkaCare Platform, and use of all or any of the Services;
(b) pursue any other remedy available to us.
4.5. Effects of Suspension or Termination: If, at any time, any of the Services or the Terms (or any portion hereof) are suspended or terminated for any reason you will not be entitled to a refund of any amounts paid, to the fullest extent permitted by law. Notwithstanding anything stated to the contrary, all Sections of these Terms that either explicitly or by their nature must remain in effect after termination of the Terms, shall survive termination.
The Standard and Enterprise Support Tier shall each be referred to herein as a “Support Tier” and collectively as the “Support Tiers”.
You may only receive Support Services if you have a current and valid KafkaCare Subscription. Termination of your use of the Standard Support Tier or Enterprise Support Tier in accordance with Section 4 of the General Terms represents termination only of the applicable Support Tier and will not affect any other Services.
2.1. Supported Requests: Any Authorised User may submit a support request (“Support Request”) to KafkaCare. Support Requests may involve questions, troubleshooting, configuration / code reviews, design reviews, and bug fixes. All Support Requests must be reasonably related to open source or Confluent Kafka, unless you selected Enterprise Support, in which case we will accept your Support Requests for all Apache Kafka vendors that we currently support. OSO will not be obligated to customise its offerings in response to a Support Request regardless of which Support Tier you have elected.
