Terms Of Use

TERMS OF USE

Last updated: September 1, 2021

These Terms (as defined below) are entered into between Control Plane and You and govern Your access to and use of Control Plane's Platform as defined herein. These Terms are part the ordering document ("Order") and are incorporated into the Order as if fully set forth therein.

Definitions

a. The "Agreement" refers, collectively, to all the terms, conditions, notices contained or referenced in this document (the "Terms of Use" or the "Terms") and all other operating rules, policies We may publish from time to time on the website.

b. The "Platform" refers to the software applications, interfaces, products, and cloud resources provided by Control Plane.

c. The "Website" refers to Control Plane's website located at https://controlplane.com, and all content, services, and products provided by Control Plane at or through the website. It also refers to Control Plane-owned subdomains of Control Plane. These Terms also govern any other websites owned or controlled by Control Plane.

d. "The User," "You," and "Your" refer to the individual person, company, or organization that has visited or is using the Website or Platform; that accesses or uses any part of the account; or that directs the use of the account in the performance of its functions. A User must be at least 13 years of age.

e. "Control Plane," "We," and "Us" refer to Control Plane Corporation as well as our affiliates, directors, subsidiaries, contractors, licensors, officers, agents, and employees.

f. "Content" refers to content featured or displayed through the Platform and Website, including without limitation code and related artifacts, text, data, images, designs, features, and other materials that are available on the Platform or the Website.

Account Requirements and Required Information

a. An account is set up by an individual human who accepts the Terms personally or on behalf of the account entity, provides a valid email address, and is responsible for its actions including payment for services by that individual or the entity they legally represent.

b. Artifacts within the account and belonging to that account may be scripted and automated;

c. Your login may only be used by one person — i.e., a single login may not be shared by multiple people. An account may create separate organizations (“Orgs”) within an account and logins for as many users as its subscription allows.

User Account Security

a. You are responsible for all activity that occurs under Your account.

b. You are responsible for maintaining the security of Your account, credentials, and password. Control Plane cannot and will not be liable for any loss or damage from Your failure to comply with this security obligation.

c. You will promptly notify Control Plane at secops@controlplane.com if You become aware of any unauthorized use of, or access to, our Platform through Your account, including any unauthorized use of any of Your accounts, credentials, and password.

Data Security

a. Your container images are accessible to Control Plane. They are only used by Control Plane to run your workloads and not for any other purpose.

b. Our system leverages security protocols provided by AWS, GCP and Azure and others. Our platform utilizes multiple encryption providers to guarantee no loss of service should one of the cloud providers experience an outage.

c. You may optionally grant Control Plane limited access to one or more of your cloud accounts. The degree of access granted to Control Plane is solely at your discretion. This access enables the Control Plane Platform to perform tasks on your behalf such as mint security tokens that are used by workloads to consume cloud resources in your selected accounts. You are not obligated to utilize such features of the Platform. When you choose to grant access to Control Plane, you can limit the scope to specific resources in your cloud account or accounts.

Compliance with Laws

a. Your use of the Platform must not violate any applicable laws, including copyright or trademark laws, export control laws, or other laws in Your jurisdiction. You are responsible for making sure that Your use of the Platform is in compliance with laws and any applicable regulations.

Content Restrictions

You agree that You will not under any circumstances deploy, upload, post, host, or transmit any content that

1. is unlawful or promotes unlawful activities;

2. is or contains sexually obscene content;

3. is libelous, defamatory, or fraudulent;

4. is discriminatory or abusive toward any individual or group;

5. contains or installs any active malware or exploits, or uses our Platform for exploit delivery (such as part of a command and control system);

6. infringes on any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity, or other rights; or

7. is used to mine cryptocurrencies in any way.

Conduct Restrictions

While using Control Plane, You agree that You will not under any circumstances:

1. harass, abuse, threaten, or incite violence towards any individual or group, including Control Plane employees, officers, and agents, or other Control Plane Users;

2. use our Platform for any form of excessive automated bulk activity (for example, spamming), or relay any other form of unsolicited advertising or solicitation through our servers, such as get-rich-quick schemes.

3. attempt to disrupt or tamper with Control Plane's Platform in ways that could harm our Platform, to place undue burden on Control Plane's Platform through automated means, or to access Control Plane's Platform in ways that exceed Your authorization.

4. impersonate any person or entity, including any of our employees or representatives, including through false association with Control Plane, or by fraudulently misrepresenting Your identity or site's purpose; or

5. violate the privacy of any third party.

Platform Usage Limits

You agree not to reproduce, duplicate, copy, sell, resell, exceed, or circumvent usage monitoring or exploit any portion of the Platform, use of the Platform, or access to the Platform without Control Plane's express written permission.

User-Generated Content

1. Responsibility for User-Generated Content: You are solely responsible for the content of, and for any harm resulting from Your use of the Platform, regardless of the form of that Content.

2. Control Plane May Remove Content: We do not pre-screen User-Generated Content, but We have the right (though not the obligation) to refuse or remove any User-Generated Content that, in our sole discretion, violates any Control Plane terms or policies.

Ownership of Content, Right to Deploy or Post, and License Grants

You retain ownership of and responsibility for code, related artifacts, and other Content You create or own ("Your Content"). If You are deploying any code or Content You did not create or do not own the rights to, You agree that You are responsible for such Content; that You will only submit Content that You have the right to deploy; and that You will fully comply with any third party licenses relating to such Content.

Confidentiality

a. Control Plane considers the code and related artifacts deployed on the Platform to be confidential to You. Control Plane will protect the contents of private repositories from unauthorized use, access, or disclosure in the same manner that We would use to protect our own confidential information of a similar nature and in no event with less than a reasonable degree of care.

b. If We have reason to believe the contents of Your Content are in violation of the law or of these Terms, We have the right to access, review, and remove them. Additionally, We may be compelled by law to disclose the contents of Your Content.

Reservation of Rights

Control Plane and our licensors, vendors, agents, and/or our content providers retain ownership of all intellectual property rights of any kind related to the Website and Platform. We reserve all rights that are not expressly granted to You under this Agreement or by law. You may not duplicate, copy, or reuse any portion of the documentation, GUI, API, CLI, or and other interface, ML/CSS, JavaScript, or visual design elements or concepts without express written permission from Control Plane.

API Terms

a. Abuse or excessively frequent requests to Control Plane via the API may result in the temporary or permanent suspension of Your account's access to the API. Control Plane, in our sole discretion, will determine abuse or excessive usage of the API. We will make a reasonable attempt to warn You via email prior to suspension.

b. You may not share API tokens to exceed rate limitations on your account.

c. All use of the Control Plane API is subject to these Terms of Use.

Payment

a. The pricing shall be set forth in the Order.

b. We bill in arrears monthly based on usage and charges are non-refundable. There will be no refunds or credits except for cases of platform outages as specified under Your SLA with Control Plane.

c. By agreeing to these Terms, You are giving us permission to charge Your on-file credit card, or other approved methods of payment for fees that You authorize for Control Plane.

d. You are responsible for all fees, including taxes, associated with Your use of the Platform. By using the Platform, You agree to pay Control Plane any charge incurred in connection with Your use of the Platform. If You dispute the matter, contact Control Plan support. You are responsible for providing us with a valid means of payment for paid accounts.

e. PCI Notice: Control Plane does not transmit or store any cardholder data. Cardholder data is directly transmitted (over a secure connection) to a PCI compliant payment processor.

Cancellation and Termination

a. It is Your responsibility to properly cancel Your account with Control Plane. You can cancel Your account at any time by using the billing portal in the Control Plane Platform web-based console.

b. Upon cancellation, Control Plane will retain and use Your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements, but barring legal requirements, We will delete Your full profile and the Content of Your applications within 90 days of cancellation or termination (though some information may remain in encrypted backups). This information cannot be recovered once Your account is cancelled.

Control Plane May Terminate

While We prefer to give advance notice of termination, we reserve the right, in our sole discretion, to terminate your access to all or any part of the Websites and/or Services at any time, with or without notice. Control Plane reserves the right to refuse service to anyone for any reason at any time.

Survival

All provisions of this Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

Legal Notices and Communications with Control Plane

A. Communications made through email or Control Plane Support's messaging system will not constitute legal notice to Control Plane or any of its officers, employees, agents or representatives in any situation where notice to Control Plane is required by contract or any law or regulation. Legal notice to Control Plane must be in writing and sent to the following address:

Control Plane Corporation

2558 BARBARA DR SANTA ROSA VALLEY, CA 93012

B. Control Plane only offers support via email, in-Platform communications, and electronic messages. We do not offer telephone support. We may choose to utilize ZOOM or similar services in the course of resolving support cases at Our discretion.

Disclaimer of Warranties

Control Plane provides the Platform "as is" and "as available," without warranty of any kind. Without limiting this, We expressly disclaim all warranties, whether express, implied, or statutory, regarding the Website and the Platform including without limitation any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement. Control Plane does not warrant that the Platform will meet Your requirements; that the Platform will be uninterrupted, timely, secure, or error-free; that the information provided through the Platform is accurate, reliable, or correct; that any defects or errors will be corrected; that the Platform will be available at any particular time or location; or that the Platform is free of viruses or other harmful components. You assume full responsibility and risk of loss resulting from Your downloading and/or use of files, information, services, content or other material obtained from the Platform.

Limitation of Liability

You understand and agree that Control Plane will not be liable to You or any third party for any loss of profits, use, goodwill, or data, or for any incidental, indirect, special, consequential, or exemplary damages, however arising, that result from:

1. Your use or inability to use the Platform;
2. any modification, price change, suspension or discontinuance of the Platform;
3. the Platform generally or the software or systems that make the Platform available;
4. unauthorized access to or alterations of Your transmissions or data;
5. statements or conduct of any third party on the Platform;
6. any other user interactions that You input or receive through Your use of the Platform; or
7. any other matter relating to the Platform. Control Plane's liability is limited whether or not We have been informed of the possibility of such damages, and even if a remedy set forth in this Agreement is found to have failed of its essential purpose. We rely on third party hosting services and are not responsible for any interruption of service related to such services. We will have no liability for any failure or delay due to matters beyond our reasonable control.

Release and Indemnification

If You have a dispute with one or more Users, You agree to release Control Plane from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. You agree to indemnify Us, defend Us, and hold Us harmless from and against any and all claims, liabilities, and expenses, including attorneys' fees, arising out of Your use of the website and the Platform, including but not limited to Your violation of this Agreement, provided that Control Plane (1) promptly gives You written notice of the claim, demand, suit or proceeding; (2) gives You sole control of the defense and settlement of the claim, demand, suit or proceeding (provided that You may not settle any claim, demand, suit or proceeding unless the settlement unconditionally releases Control Plane of all liability); and (3) provides to You all reasonable assistance, at Your expense.

Changes to These Terms

We reserve the right, at Our sole discretion, to amend these Terms of Use at any time and will update these Terms of Use in the event of any such amendments. We will notify Our Users of material changes to this Agreement, such as price changes, at least 30 days prior to the change taking effect by posting a notice on our website. For non-material modifications, Your continued use of the website constitutes agreement to Our revisions of these Terms of Use. We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website (or any part of it) with or without notice.

Miscellaneous

a. Except to the extent applicable law provides otherwise, this Agreement between You and Control Plane and any access to or use of the Platform are governed by the federal laws of the United States of America and the laws of the State of California, without regard to conflict of law provisions. You and Control Plane agree to submit to the exclusive jurisdiction and venue of the courts located in Orange County, California.

b. Control Plane may assign or delegate these Terms of Use, in whole or in part, to any person or entity at any time with or without Your consent. You may not assign or delegate any rights or obligations under the Terms of Use or Privacy Statement without Our prior written consent, and any unauthorized assignment and delegation by You is void.

c. Throughout this Agreement, each section includes titles and brief summaries of the following terms and conditions. These section titles and brief summaries are not legally binding.

d. If any part of this Agreement is held invalid or unenforceable, that portion of the Agreement will be construed to reflect the parties' original intent. The remaining portions will remain in full force and effect. Any failure on the part of Control Plane to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.

e. This Agreement may only be modified by a written amendment signed by an authorized representative of Control Plane, or by the posting by Control Plane of a revised version on Our Website. These Terms of Use, represent the complete and exclusive statement of the agreement between You and us. This Agreement supersedes any proposal or prior agreement oral or written, and any other communications between You and Control Plane relating to the subject matter of these terms including any confidentiality or nondisclosure agreements.