Terms

Traefik Labs Online Service Agreement

Effective date: June 1st, 2020

This Traefik Labs ONLINE SERVICE AGREEMENT, (“Agreement”) is entered into between Traefik Labs, SAS, a French Company, or one of its affiliates as indicated in Section 10 (“Traefik Labs”) and your company (“Customer”), governing the use of the Service as defined herein. Acceptance of this Agreement indicates your acknowledgement of the Traefik Labs Privacy Policy, which is incorporated herein by reference.  BY CLICKING “I ACCEPT,” REGISTERING FOR AN ACCOUNT, INSTALLING, USING OR OTHERWISE ACCESSING THE SERVICE, YOU ACCEPT THIS AGREEMENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND THE COMPANY YOU REPRESENT.

1. Definitions

1.1 “Software” means the open source elements of the Cloud Native Edge Router software Traefik that are made available by Traefik Labs under the MIT software license.

1.2 “Service” means Traefik Labs’s online alerting and monitoring service, Traefik Pilot, that work in connection with Software installed by you on your equipment.

2. The Service

2.1 Access. Subject to the terms and conditions of this Section 2, Traefik Labs shall make available to Customer access to use the Service for its own internal information processing service and computing needs. Nothing in this Agreement will limit any Customer rights Customer may have, apart from this Agreement, to use the Software, which are granted subject to the applicable open source terms and conditions.

2.2 Use of Account. To access the Service, Customer must create an account and provide the information in the signup form provided by Traefik Labs, which may include names, email addresses, and other information to identify Customer. Customer must keep this information up to date and accurate at all times. Customer shall not allow access to the Service other than to Customer’s employees and subcontractors working for Customer. Customer will be responsible for all use of the Service via Customer’s account. Customer shall keep its password for the account strictly confidential. Customer shall not use the Service, or permit it to be used, for purposes of benchmarking or other comparative analysis without Traefik Labs’ prior written consent. Customer shall use the Service in accordance with any acceptable use policies promulgated by Traefik Labs.

2.3 Fees. The Service is free of charge. Traefik Labs reserves the right to charge fees for new functionality, which will be subject to agreement between Customer and Traefik Labs on separate terms and conditions. In the event Traefik Labs determines to charge for the Service in the future, Traefik Labs will terminate this Agreement as described in Section 4, and Customer’s continued use of the Service will require Customer to enter into a new agreement governing such use and the applicable fees.

2.4 Support Materials. Traefik Labs is not obligated to provide any support for the Service, however, Customer may access online support materials at https://doc.traefik.io/traefik-pilot.

2.5 Data. Traefik Labs will have the right to use any information provided by Customer (including information provided by the Software) (“Customer Usage Data”) for the purpose of providing the Service to Customer, including to prevent or address support, service or technical problems, or to analyze or improve the Service. In addition, Traefik Labs will have the right to use those portions of the Customer Usage Data that do not expressly identify Customer, or data derived from Customer Usage Data in anonymized form, for any purpose. Traefik Labs will use any Customer Usage Data only as set forth in Traefik Labs’ then-current privacy policy, as posted on the Traefik Labs web site, currently available at https://traefik.io/legal/privacy-and-cookie-policy/.

3. Warranty Disclaimer and Limitation of Liability

3.1 Disclaimer. Traefik Labs makes no warranties, whether express, implied, or statutory regarding or relating to the Service, or any materials provided to Customer relating to the Service. TRAEFIK LABS HEREBY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICE, AND WITH RESPECT TO THE USE THEREOF.

3.2 Limitation of Liability.  IN NO EVENT WILL TRAEFIK LABS BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF COVER OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE OR USE OF THE SERVICE, EVEN IF TRAEFIK LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  TRAEFIK LABS’S LIABILITY UNDER THIS AGREEMENT FOR DAMAGES WILL NOT, IN ANY EVENT, EXCEED 100€. The provisions of this Section allocate risks under this Agreement between Customer and Traefik Labs in light of the free of charge nature of the Service.

4. Term and Termination

4.1 Term.  This Agreement will take effect when Customer first accesses the Service and will remain in force until terminated in accordance with this Agreement.

4.2 Termination at Will.  This Agreement may be terminated by either party upon written notice, for any reason or no reason.

4.3 Survival. Termination of this Agreement will not affect the provisions regarding use of data, provisions limiting or disclaiming Traefik Labs’s warranties or liability, of the general provisions of Section 5, which provisions will survive termination of this Agreement.

4.4 Transition of Data. Traefik Labs shall use reasonable efforts to retain any data that Customer stores on the Service for 10 business days after the date of termination of this Agreement and provide the functionality to download such information, in a standard format such as XML or CSV, to assist Customer in transitioning away from the Service. Traefik Labs will have no further obligations with respect to such data except as may be specifically set forth in Section 2.5.

5. Customer’s contracting Party, Governing Laws, Jurisdiction and Notices

5.1 General

(a) If Customer is domiciled in Europe, then (i) ”Traefik Labs” means Traefik Labs SAS, 120 rue Masséna, 69006 Lyon, France, (ii) this Agreement will be governed by the laws of the France, and (iii) the parties consent to the personal and exclusive jurisdiction of courts located in France.

(b) If Customer is domiciled in any other place, then (i) ”Traefik Labs” means Traefik Labs Inc., 79 Coleridge Street, San Francisco, CA 94110, USA, (ii) this Agreement will be governed by the laws of the State of California. Any dispute arising out of or relating to this Agreement will be subject to arbitration before one arbitrator, according to the rules of JAMS, and conducted in Santa Clara County, California.

5.2 Governing Law and Jurisdiction. Each Party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above.

5.3 Notices. Any notice or other communication under this Agreement given by either Party to the other will be deemed to be properly given if given: (i) in writing and delivered in person; (ii) by email, if acknowledged received by a non-automated response; (iii) by mail, if mailed, properly addressed and stamped with the required postage to the corresponding address stated above; or (iv) by next day delivery, if mailed by a major commercial delivery service. Either Party may from time to time change its address for notices under this Section by giving the other Party notice of the change in accordance with this Section

6. Miscellaneous

This Agreement is the entire agreement between the parties on the subject matter hereof. No amendment or modification hereof will be valid or binding upon the parties unless made in writing and signed by the duly authorized representatives of both parties. The relationship of the parties hereunder is that of independent contractors, and this Agreement will not be construed to imply that either party is the agent, employee, or joint venturer of the other. In the event that any provision of this Agreement is held to be unenforceable, this Agreement will continue in full force and effect without said provision and will be interpreted to reflect the original intent of the parties. Customer may not assign this Agreement (by operation of law or otherwise) without the prior written consent of Traefik Labs, and any prohibited assignment will be null and void. This Agreement will be binding upon and will inure to the benefit of the parties permitted successors and/or assignees.  Waiver by either party of a breach of any provision of this Agreement or the failure by either party to exercise any right hereunder will not operate or be construed as a waiver of any subsequent breach of that right or as a waiver of any other right. Except for the payment of fees hereunder, nonperformance of either party will be excused to the extent that performance is rendered impossible by strike, fire, flood, earthquake, pandemic, governmental acts or orders or restrictions, or any other reason when failure to perform is beyond the reasonable control of the nonperforming party.