These MeshyDB Terms of Service ("Terms") are between you and Yeti Softworks ("MeshyDB"). If you are agreeing to Terms not as an individual but on behalf of your company, then "Customer" or "you" means your company, and you are binding your company to these Terms. MeshyDB may modify Terms from time to time, subject to the Terms in Section 28 (Changes to Terms) below.

1. Purpose of the Document

This document governs your access, use and purchases of the MeshyDB Service ("Service"). These Terms includes our Privacy Policy, Pricing, any Orders, and any other referenced policies and attachments.

2. Account Registration

You will need to register for an MeshyDB account to place orders or access or receive Service. Any registration information that you provide to us must be accurate, current and complete. You must also update your information so that we may send notices, statements and other information to you by email or through your account. You are solely responsible for all actions taken through your account.

3. Authorized Users

"Authorized users" means those uniquely identified individuals for which the applicable fees have been paid, who are authorized by you to use the functionality in the Service and are marked as 'Active' in the Software database regardless of whether those individuals are actively using the programs at any given time. You are responsible for compliance with these Terms by all Authorized Users. All use of Service by you and your Authorized Users must comply with these Terms and must be solely for your benefit.

4. Access to Services

Subject to the terms and conditions of these Terms, Yeti Softworks grants you a non-exclusive right to access and use the MeshyDB Service during the applicable Subscription Term (as defined below) in accordance with this document and the Documentation. If you offer a service as an extension of the MeshyDB Service, that service is subject to the terms and conditions of this document. You acknowledge that our MeshyDB Service is an on-line, subscription-based product that we may make changes to the from time to time.

5. Credentials

You must ensure that all Authorized Users keep their user IDs and passwords for the MeshyDB Service strictly confidential and not share such information with any unauthorized person. You are responsible for all actions taken using your accounts and passwords, and you agree to immediately notify Yeti Softworks of any unauthorized use of which you become aware.

6. Security

6.1 Liability

Yeti Softworks will maintain the security of the MeshyDB Service using industry best practices and will implements security procedures to help protect Your Data from security attacks. You understand that use of the MeshyDB Services necessarily involves transmission of Your Data over networks that are not owned, operated or controlled by us, and we are not responsible for any of Your Data lost, altered, intercepted or stored across such networks. We cannot guarantee that our security procedures will be error-free, that transmissions of Your Data will always be secure, or that unauthorized third parties will never be able to defeat our security measures or those of our third-party service providers.

6.2 Vulnerabilities

If a security vulnerability is found in the source code or infrastructure of the MeshyDB Service, Yeti Softworks will immediately issue a statement to the all customers with a resolution and timeframe not exceeding 30 days. It is the customer’s responsibility to terminate services during this time if any vulnerability detected poses risk to their business and operations. Yeti Softworks is not responsible for damages caused by security vulnerability that were properly identified and communicated to the Customer as defined in this section.

7. Your Data

"Your Data" means any data, content, code, video, images or other materials of any type that you upload, submit or otherwise transmit to or through the MeshyDB Service. You will retain all rights, title and interest in and for Your Data in the form provided to Yeti Softworks. Subject to the terms of these Terms, you hereby grant to Yeti Softworks a non-exclusive, worldwide, royalty-free right to collect, use, copy, store, transmit, modify and create derivative works of Your Data, in each case solely to the extent necessary to provide the Service to you. Yeti Softworks may also access your account or instance in order to respond to your support requests.

8. Sensitive Data

You will not submit to the MeshyDB Service (or use the MeshyDB Services to collect): (A) any personally identifiable information, except as necessary for the establishment of your MeshyDB account and Authorized Users identification; (B) any patient, medical or other protected health information regulated by HIPAA or any similar federal or state laws, rules or regulations; or (C) any other information subject to regulation or protection under specific laws such as the Gramm-Leach-Bliley Act (or related rules or regulations) ((A) to (C), collectively, "Sensitive Data"). You also acknowledge that Yeti Softworks is not acting as your Business Associate or subcontractor (as such terms are defined and used in HIPAA) and that the MeshyDB Services are not HIPAA compliant. "HIPAA" means the Health Insurance Portability and Accountability Act, as amended. Notwithstanding any other provision to the contrary, Yeti Softworks has no liability under these Terms for Sensitive Data.

9. Indemnity for Your Data

You will defend, indemnify and hold harmless Yeti Softworks from and against any loss, cost, liability or damage, including attorneys' fees, for which Yeti Softworks becomes liable arising from or relating to any claim brought by a third party alleging that Your Data, or your use of the MeshyDB Services in breach of these Terms, infringes or misappropriates the intellectual property rights of a third party or violates applicable law. This indemnification obligation is subject to your receiving (A) prompt written notice of such claim (but in any event notice in sufficient time for you to respond without prejudice); (B) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (C) all reasonable necessary cooperation of Yeti Softworks at your expense.

10. Responsibility for your account use

You must ensure that your use of the MeshyDB Service and all Your Data is at all times compliant with all applicable local, state, federal and international laws and regulations ("Laws"). You represent and warrant that: (A) you have obtained all necessary rights, releases and permissions to provide all Your Data to Yeti Softworks and to grant the rights granted to Yeti Softworks d in these Terms and (B) Your Data and its transfer to and use by Yeti Softworks as authorized by you under these Terms do not violate any Laws (including without limitation those relating to export control and electronic communications) or rights of any third party, including without limitation any intellectual property rights, rights of privacy and any use, collection and disclosure authorized herein is not inconsistent with the terms of any applicable privacy policies. Other than its security obligations under Section 5 (Security), Yeti Softworks assumes no responsibility or liability for Your Data, and you shall be solely responsible for Your Data and the consequences of using, disclosing, storing and transmitting it.

11. Removals and Suspension

Yeti Softworks has no obligation to monitor any content uploaded to the MeshyDB Services. Nonetheless, if we deem such action necessary based on your violation of these Terms or in response to takedown requests that we receive from law enforcement agencies, we may (A) remove Your Data from the MeshyDB Services or (B) suspend your access to the MeshyDB Service. We will generally alert you in advance when we take such action and give you a reasonable opportunity to cure your breach, but if we determine that your actions negatively affect the operation of the MeshyDB Service or other accounts, we may suspend your access immediately without notice. You will continue to be charged for the MeshyDB Service during any suspension period. We have no liability to you for removing or deleting Your Data from or suspending your access to any MeshyDB Service as described in this section.

12. Deletion at End of Subscription Term

We may remove or delete Your Data within a reasonable period of time after the termination of your Subscription Term. Typically, we store your data for 12 months after your account suspension or subscription term termination.

13. Support

Yeti Softworks offers support to all Authorized Users of MeshyDB Services. Tickets can be submitted by: (A) email, (B) live chat or (C) integrated ticketing system. Tickets submitted through proper channels have an initial response time based on severity. These response times only include initial contact. Resolution of each ticket will vary based on the agreed upon scope. For more information regarding the Support please see the MeshyDB Service Level Agreement documentation.

Severity Description Response Time
Low General questions or new feature requests 24 hours
Medium Abnormal or broken functionality not critical to business 4 hours
High System available with business-critical functionality impaired or broken 2 hours
Critical System is unavailable from one or more monitoring locations 30 minutes

14. Maintenance

MeshyDB is hosted on a series of Availability Sets that allow for scheduled and unscheduled maintenance to be conducted with minimal to no impact on the Customer or their users. In the event however maintenance does impact availability, MeshyDB guarantees the impacted time to fall within the 99.95% SLA.

15. Preview Features

MeshyDB makes available to the Customer features that are in early-access. These Preview Features are not subject to SLA and are not intended for business critical production application. Implementation of Preview Features is for feedback (as defined in Section 17 Ownership and Feedback) and development purposes only. Yeti Softworks does not guarantee the reliability or availability of Preview Features. Yeti Softworks is not liable for any damages caused by preview features.

16. Payments

16.1 Payment & Refunds

You agree to pay all fees in accordance with each Order. Unless otherwise specified in your Order, you will pay all amounts in U.S. dollars at the end of your Subscription Cycle. All amounts are non-refundable, non-cancelable and non-creditable. In making payments, you acknowledge that you are not relying on future availability of any Service beyond the current Subscription Term or any Service updates or enhancements. If you exceed usage beyond the level of your subscription usage of the Service will be restricted to Admin functionality. Customers can modify their Subscription at any time.

16.2 Taxes

Your payments under these Terms exclude any taxes or duties payable in respect of the Service in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by Yeti Softworks, you must pay to Yeti Softworks the amount of such taxes or duties in addition to any fees owed under these Terms. Notwithstanding the foregoing, you may have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed. In that case, you will have the right to provide to Yeti Softworks any such exemption information, and Yeti Softworks will use reasonable efforts to provide such invoicing documents as may enable you to obtain a refund or credit for the amount so paid from any relevant revenue authority if such a refund or credit is available.

16.3 Restrictions

Except as otherwise expressly permitted in these Terms, you will not: (A) rent, lease, reproduce, modify, adapt, create derivative works of, distribute, sell, sublicense, or transfer Service to a third party that is not your affiliate, (B)circumvent mechanisms in the Service intended to limit your use, (C) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Services, except as permitted by law.

17. Ownership & Feedback

Service is available on a limited license or access basis, and no ownership right is conveyed to you, irrespective of the use of terms such as "purchase". Yeti Softworks and its licensors have and retain all rights, title and interest, including all intellectual property rights, in and to the Service, any and all related or underlying technology, and any modifications or derivative works of the foregoing created by or for Yeti Softworks. You're welcome to submit comments, information, questions, ideas, description of processes, or other information to Yeti Softworks, including sharing Your Modifications (“Feedback”) via proper support channels. Yeti Softworks may in connection with any of its products or services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. Except as otherwise set forth in other Agreements, no Feedback will be considered your Confidential Information, and nothing in these Terms limits Yeti Softworks’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.

18. Confidentiality

Except as otherwise set forth in these Terms, each party agrees that all code, inventions, know-how, business, technical and financial information disclosed to such party ("Receiving Party") by the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party ("Confidential Information"), provided that it is identified as confidential at the time of disclosure or would be understood to be confidential by a reasonable person under the circumstances. Any Yeti Softworks Technology relating to the Service shall be deemed Confidential Information of Yeti Softworks without any marking or further designation. Your Data will be deemed Your Confidential Information. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party's nondisclosure obligation shall not apply to information which the Receiving Party can document: (A) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (B) is or has become public knowledge through no fault of the Receiving Party; (C) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (D) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have by law. For the avoidance of doubt, this Section shall not operate as a separate warranty with respect to the operation of the Service.

19. Term and Termination

These Terms are in effect for as long as you have a valid Subscription Term (the "Term"), unless sooner terminated as permitted in these Terms. Either party may terminate these Terms before the expiration of the Term if the other party materially breaches any of the terms of these Terms and does not cure the breach within thirty (30) days after written notice of the breach. Either party may also terminate the Agreement before the expiration of the Term if the other party ceases to operate, declares bankruptcy, or becomes insolvent or otherwise unable to meet its financial obligations. You may terminate these Terms at any time with notice to Yeti Softworks, but you will not be entitled to any credits or refunds as a result of convenience termination for prepaid but unused MeshyDB Service subscriptions, or Support. Except where an exclusive remedy may be specified in these Terms, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under these Terms, by law, or otherwise. Once the Agreement terminates, you (and your Authorized Users) will no longer have any right to use or access the Service, or any information or materials that we make available to you under these Terms, including Yeti Softworks Confidential Information. The following provisions will survive any termination or expiration of these Terms: Sections 8 (Indemnity for Your Data), 16.1 (Payment) (Refunds only), 16.4 (Restrictions), 17 (Ownership and Feedback), 18 (Confidentiality), 19 (Term and Termination), 20.2 (Warranty Disclaimer), 21 (Limitation of Liability), 24 (Dispute Resolution), 23 (Foreign Access).

20. Warranty and Disclaimer

20.1 Due Authority

Each party represents and warrants that it has the legal power and authority to enter into these Terms, and that, if you are an entity, these Terms and each Order is entered into by an employee or agent of such party with all necessary authority to bind such party to the terms and conditions of this Document.

20.2 Warranty Disclaimer

ALL SERVICES ARE PROVIDED "AS IS," AND YETI SOFTWORKS AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY, OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW. YETI SOFTWORKS SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF YETI SOFTWORKS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER YETI SOFTWORKS NOR ANY OF ITS THIRD PARTY SUPPLIERS MAKES ANY REPRESENTATION, WARRANTY OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF ANY SERVICES OR ANY CONTENT THEREIN OR GENERATED THEREWITH, OR THAT: (A) THE USE OF ANY SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE; (B) THE SERVICES OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; (C) THE SERVICES(OR ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS); (D) ANY STORED DATA WILL BE ACCURATE OR RELIABLE OR THAT ANY STORED DATA WILL NOT BE LOST OR CORRUPTED; (E) ERRORS OR DEFECTS WILL BE CORRECTED; OR (F) THE SERVICES (OR ANY SERVER(S) THAT MAKE A ON-DEMAND SERVICE AVAILABLE) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

21. Limitation of Liability

NEITHER PARTY (NOR ITS SUPPLIERS) SHALL BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. NEITHER PARTY'S AGGREGATE LIABILITY TO THE OTHER SHALL EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO US FOR SERVICE AND SUPPORT AND MAINTENANCE IN THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM. THIS SECTION 21 (LIMITATION OF LIABILITY) SHALL NOT APPLY TO (1) AMOUNTS OWED BY YOU UNDER ANY ORDERS, (2) EITHER PARTY'S EXPRESS INDEMNIFICATION OBLIGATIONS IN THESE TERMS, OR (3) YOUR BREACH OF SECTION 16 (RESTRICTIONS). TO THE MAXIMUM EXTENT PERMITTED BY LAW, NO SUPPLIERS OF ANY THIRD-PARTY COMPONENTS INCLUDED IN THE PRODUCTS WILL BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER.

The parties agree that the limitations specified in this Section 22 (Limitation of Liability) will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.

22. Publicity Rights

We may identify you as an Yeti Softworks customer in our promotional materials only after receiving immediate approval from an authorized representative. You may request that we stop identifying you by contacting the Support or Sales departments at any time. Please note that it may take us up to 5 days to process your request.

23. Export Restrictions

The Service is subject to export restrictions by the United States government and import restrictions by certain foreign governments, and you agree to comply with all applicable export and import laws and regulations in your use of the Service. You shall not (and shall not allow any third-party to) remove or export from the United States or allow the export or re-export of any part of the Service or any direct product thereof: (A) into (or to a national or resident of) any embargoed or terrorist-supporting country; (B) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals; (C) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (D) otherwise in violation of any export or import restrictions, laws or regulations of any United States or foreign agency or authority. You represent and warrant that (I) you are not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list and (II) that none of Your Data is controlled under the US International Traffic in Arms Regulations. The Service is restricted from being used for the design or development of nuclear, chemical, or biological weapons or missile technology without the prior permission of the United States government.

24. Dispute Resolution

24.1 Arbitration

In the event of any controversy or claim arising out of or relating to these Terms, the parties hereto shall consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of 60 days, any unresolved controversy or claim arising out of or relating to these Terms shall proceed to binding arbitration under the Rules of Arbitration of the International Chamber of Commerce. The parties shall seek to mutually appoint an arbitrator. If the parties cannot agree on a single arbitrator, then there shall be three (3) arbitrators: one selected by each party, and a third selected by the first two. Arbitration will take place in a city as mutually agreed upon between the parties. If the parties are unable to agree to a city, then the arbitration shall proceed in Milwaukee, WI (USA). All negotiations and arbitration proceedings pursuant to this Section will be confidential and treated as compromise and settlement negotiations for purposes of all similar rules and codes of evidence of applicable legislation and jurisdictions. The language of the arbitration shall be English.

24.2 Governing Law; Jurisdiction

These Terms will be governed by and construed in accordance with the applicable laws of the State of Wisconsin, USA, without giving effect to the principles of that State relating to conflicts of laws. Each party irrevocably agrees that any legal action, suit or proceeding that is not otherwise subject to the arbitration provisions of Section 24.1 (Dispute Resolution; Arbitration) must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the State or Federal court in Milwaukee, WI (USA), and each party irrevocably submits to the sole and exclusive personal jurisdiction of the courts in Milwaukee, WI (USA), generally and unconditionally, with respect to any action, suit or proceeding brought by it or against it by the other party. Notwithstanding the foregoing, Yeti Softworks may bring a claim for equitable relief in any court with proper jurisdiction.

24.3 Injunctive Relief; Enforcement

Notwithstanding the provisions of Section 24.1 (Dispute Resolution; Arbitration), nothing in these Terms shall prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.

25. Changes to these Terms

We may update or modify these Terms from time to time, including any referenced policies and other documents. If a revision meaningfully reduces your rights, we will use reasonable efforts to notify you (for example, by sending an email to the billing or technical contact you designate in the applicable Order, posting on our blog, through your MeshyDB account, or in the Service itself). If we modify the Terms during your Subscription Term, the modified version will be effective upon your next renewal of Subscription Term, as applicable. In this case, if you object to the updated Terms, as your exclusive remedy, you may choose not to renew, including cancelling any terms set to auto-renew. With respect to Free service, accepting the updated Terms is mandatory for you to continue using the Service. You may be required to click through the updated Terms to show your acceptance. If you do not agree to the updated Terms after it becomes effective, you will no longer have a right to use Free service. For the avoidance of doubt, any Order is subject to the version of the Terms Agreement in effect at the time of the Order.