Terms and Conditions

1.    GENERAL TERMS

1.1     Your use of the Pulumi Services is governed by this Agreement (the “Agreement”). “Pulumi” means Pulumi Corporation, located at 520 E Denny Way, Seattle, WA 98122 and its subsidiaries or affiliates involved in providing the Pulumi Services. The “Pulumi Services” means the services Pulumi makes available through this website, the Pulumi platform, and any other software or services offered by Pulumi in connection to any of those.

1.2     In order to use the Pulumi Services, you must first agree to the Terms. You can agree to the Terms by actually using the Pulumi Services. You understand and agree that Pulumi will treat your use of the Pulumi Services as acceptance of the Terms from that point onwards.

1.3     You may not use the Pulumi Services if you are a person barred from receiving the Pulumi Services under the laws of the United States or other countries, including the country in which you are resident or from which you use the Pulumi Services.

1.4     You agree that purchases of Pulumi Services are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by Pulumi or any of its affiliates regarding future functionality or features.


2.    USE OF THE PULUMI SERVICES

2.1     You must provide accurate and complete registration information when you register to use the Pulumi Services. You are responsible for the security of passwords and for any use of your account.

2.2     Your use of the Pulumi Services must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software.

2.3     You agree not to (a) access (or attempt to access) the administrative interface of the Pulumi Services by any means other than through the interface that is provided by Pulumi in connection with the Pulumi Services, unless you have been specifically allowed to do so in a separate agreement with Pulumi, or (b) engage in any activity that interferes with or disrupts the Pulumi Services (or the servers and networks which are connected to the Service).

2.4     Your account’s Service Capacity has “hard” and “soft” usage limits, as set forth on the Order Form and further explained at https://www.pulumi.com/acceptable-use#quota. The Pulumi Services do not permit you to exceed the hard usage limits. Pulumi reserves the right to enforce soft usage limits in its sole discretion. Repeated exceeding of the hard or soft usage limits may lead to termination of your account.


3.    SERVICES POLICIES AND PRIVACY

3.1    You agree to comply with the Pulumi Acceptable Use Policy available at https://www.pulumi.com//acceptable-use (the “Acceptable Use Policy”) which is incorporated herein by this reference and which may be updated from time to time.

3.2    The Pulumi Services shall be subject to the privacy policy available at https://www.pulumi.com/privacy. You agree to the use of your data in accordance with such privacy policy.

3.3    Pulumi shall use commercially reasonable efforts to make the Pulumi Services available 24 hours a day, 7 days a week, except for planned downtime (of which you are given notice), or any unavailability caused by circumstances beyond Pulumi’s reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Pulumi employees), Internet service provider failures or delays, or denial of service attacks.


4.    PAYMENT OF FEES

4.1    You will pay Pulumi the then applicable fees described in the Order Form for the Pulumi Services and Implementation Services in accordance with the terms therein (the “Fees”). If your use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), you will be billed for such usage and you agree to pay the additional fees in the manner provided herein. Pulumi reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days prior notice to you (which may be sent by email). If you believe that Pulumi has billed you incorrectly, you must contact Pulumi no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Pulumi’s customer support department.

4.2    Pulumi may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Pulumi thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of your account. You are responsible for all taxes associated with Pulumi Services other than U.S. taxes based on Pulumi’s net income.

4.3    If any charge owed by you is 30 days or more overdue, Pulumi may, without limiting its other rights and remedies, suspend your access to Pulumi Services until such amounts are paid in full, provided we have given you 10 or more days’ prior notice that your account is overdue.

4.4    Unless otherwise stated, Pulumi’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales and use, or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchases hereunder. If Pulumi has the legal obligation to pay or collect Taxes for which you are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by you, unless you provide Pulumi with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Pulumi is solely responsible for taxes assessable against it based on its income, property and employees.

4.5    You may not develop Cloud Applications, as defined in 5.2, to simulate, act, or otherwise access the Pulumi Services to avoid incurring fees associated with exceeding the hard and soft limits outlined in your Pulumi Services Order Form.


5.    CONTENT AND CLOUD APPLICATIONS

5.1    You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) to which you may have access to as part of, or through your use of, the Pulumi Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the “Content.” The term Content shall specifically exclude applications that you create using the Pulumi Services and any source code written by you to be used with the Pulumi Services (collectively, “Cloud Applications”).

5.2    You are solely responsible for (and Pulumi has no responsibility to you or to any third party for) the Cloud Applications or any Content that you create, transmit or display while using the Pulumi Services and for the consequences of your actions (including any loss or damage which Pulumi may suffer) by doing so.

5.3    You agree that Pulumi has no responsibility or liability for the deletion or failure to store any Content and other communications maintained or transmitted through use of the Pulumi Services. You further acknowledge that you are solely responsible for securing and backing up your own Cloud Applications and any Content.


6.    PROPRIETARY RIGHTS

6.1    You acknowledge and agrees that Pulumi (or Pulumi’s licensors) own all legal right, title and interest in and to the Pulumi Services, including any intellectual property rights which subsist in the Pulumi Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist).

6.2    Except as provided in Section 8, Pulumi acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content or Cloud Applications that you create, submit, post, transmit or display on, or through, the Pulumi Services, including any intellectual property rights which subsist in that Content and the Cloud Application (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Pulumi, you are responsible for protecting and enforcing those rights and that Pulumi has no obligation to do so on your behalf.


7.    LICENSE FROM PULUMI AND RESTRICTIONS

7.1    Pulumi hereby grants you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to access and use the Pulumi Services and to use the software provided to you by Pulumi as part of the Pulumi. This license is for the sole purpose of enabling you to use the Pulumi Services as provided by Pulumi, in the manner permitted by the Terms.

7.2    You may not (and may not permit anyone else to): (a) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Pulumi Services or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically granted permission to do so by Pulumi, in writing (e.g., through an open source software license); or (b) attempt to disable or circumvent any security mechanisms used by the Pulumi Services.

7.3    Open source software licenses for components of the Pulumi Services released under an open source license constitute separate written agreements. To the limited extent that the open source software licenses expressly supersede these Terms, the open source licenses govern your agreement with Pulumi for the use of the components of the Pulumi Services released under an open source license.

7.4    Pulumi hereby grants you a limited, non-exclusive, royalty-free, non-transferable license, with no right to sub-license, to display the Pulumi trademarks and/or logos (“Marks”) for the sole purpose of promoting or advertising that you use the Pulumi Services and solely in accordance with Pulumi’s then current Trademark Usage Guidelines, which may be found at https://www.pulumi.com/trademark. You agree that all goodwill generated through your use of the Pulumi Marks shall inure to the benefit of Pulumi.


8.    LICENSE FROM YOU

8.1    Pulumi claims no ownership or control over any Content or Cloud Application. You retain copyright and any other rights you already holds in the Content and/or Cloud Application, and you are responsible for protecting those rights, as appropriate. By submitting, posting or displaying the Content on or through the Pulumi Services, you give Pulumi a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Content for the sole purpose of enabling Pulumi to provide you with the Pulumi Services. Furthermore, by creating a Cloud Application through use of the Pulumi Services, you give Pulumi a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Cloud Application for the sole purpose of enabling Pulumi to provide you with the Pulumi Services.

8.2    By adding a collaborator to Cloud Application(s), you hereby grant to that user a non-exclusive, royalty-free, non-transferable license, with no right to sub-license, to use, display, perform, reproduce, modify, publish, distribute, list information regarding, edit, translate and analyze such Cloud Application(s) and Content as permitted by the relevant Pulumi Services functionality or features for the sole purpose of collaborating on development of the Cloud Application(s).

8.3    You may choose to or we may invite you to submit comments or ideas about the Pulumi Services, including without limitation about how to improve the Pulumi Services or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Pulumi under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.

8.4    You agree that Pulumi, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and Web site listings (including links to your website) for the purpose of advertising or publicizing your use of the Pulumi Services.


9.    MODIFICATION AND TERMINATION

9.1    Pulumi is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Pulumi Services which Pulumi provides may change from time to time without prior notice to you, subject to the terms in Section 4.3. Changes to the form and nature of the Pulumi Services will be effective with respect to all versions of the Pulumi Services; examples of changes to the form and nature of the Pulumi Services include without limitation changes to fee and payment policies, security patches, added functionality, and other enhancements.

9.2    Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.

9.3    You may terminate these Terms at any time by canceling your account on the Pulumi Services. You will not receive any refunds due to early account termination.

9.4    You agree that Pulumi, in its sole discretion and for any or no reason, may terminate your account or any part thereof. You agree that any termination of access to the Pulumi Services may be without prior notice, and you agree that Pulumi will not be liable to you or any third party for such termination.

9.5    You are solely responsible for exporting your Content and Cloud Application(s) from the Pulumi Services prior to termination of your account for any reason, provided that if we terminate your account, we will provide you a reasonable opportunity to retrieve Content and Cloud Application(s).

9.6    Upon any termination of the Pulumi Services or your account these Terms will also terminate, but Sections 6.1, 9, 10, 11, 12, and 15 shall continue to be effective after these Terms are terminated.


10.    EXCLUSION OF WARRANTIES

10.1    NOTHING IN THESE TERMS, INCLUDING SECTIONS 10 AND 11, SHALL EXCLUDE OR LIMIT PULUMI’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.

10.2    YOU EXPRESSLY UNDERSTAND AND AGREE THAT USE OF THE PULUMI SERVICE IS AT YOUR SOLE RISK AND THAT THE PULUMI SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

10.3    PULUMI, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE PULUMI SERVICES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PULUMI, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE PULUMI SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE PULUMI SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND © USAGE DATA PROVIDED THROUGH THE PULUMI SERVICES WILL BE ACCURATE.


11.    LIMITATION OF LIABILITY

11.1    SUBJECT TO SECTION 10.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT PULUMI, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER OR NOT FORESEEABLE. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS.

11.2    THE LIMITATIONS ON PULUMI’S LIABILITY TO YOU IN PARAGRAPH 11.1 ABOVE SHALL APPLY WHETHER OR NOT PULUMI HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.


12.    INDEMNIFICATION

12.1    Pulumi agrees to indemnify you against any losses or damages finally awarded against you incurred in connection with a third party claim alleging that your use of the Pulumi Services infringes or misappropriates any U.S. patent, copyright, or trade secret of such third party, provided that you (a) provide prompt written notice of such claim to Pulumi, (b) grant Pulumi the sole right to defend such claim, and © provide to Pulumi all reasonable assistance. In the event of a claim or threatened claim under this Section by a third party, Pulumi may, at its sole option, (i) revise the Services so that they are no longer infringing, (ii) obtain the right for you to continue using the Services, or (iii) terminate the Agreement upon 10 days’ notice.

12.2    You agree to hold harmless and indemnify Pulumi, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners (collectively “Pulumi and Partners”) from and against any third party claim arising from or in any way related to (a) your breach of the Terms, (b) your use of the Pulumi Services, © your violation of applicable laws, rules or regulations in connection with the Pulumi Services, or (d) your Content or your Cloud Application, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, Pulumi will provide you with written notice of such claim, suit or action.


13.    OTHER CONTENT OR RESOURCES

13.1    The Pulumi Services may include hyperlinks to other web sites or content or resources or email content. Pulumi may have no control over any web sites or resources which are provided by companies or persons other than Pulumi.

13.2    You acknowledge and agree that Pulumi is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.

13.3    You acknowledge and agree that Pulumi is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.


14.    CHANGES TO THE TERMS

14.1    Pulumi may make changes to the Terms from time to time. If we change the Terms in any substantive way, we will give you at least seven (7) days’ notice before the changes take effect, during which period of time you may reject the changes by terminating your account.

14.2    You understand and agree that if you use the Pulumi Services after the date on which the Terms have changed, Pulumi will treat your use as acceptance of the updated Terms.


15.    GENERAL LEGAL TERMS

15.1    The Terms, including all Order Forms, constitute the whole legal agreement between you and Pulumi and govern your use of the Pulumi Services (but excluding any services which Pulumi may provide to you under a separate written agreement), and completely replace any prior agreements between you and Pulumi in relation to the Pulumi Services.

15.2    There are no third party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms creates an agency, partnership or joint venture.

15.3    If Pulumi provides you with a translation of the English language version of these Terms, the English language version of these Terms will control if there is any conflict.

15.4    You agree that Pulumi may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Pulumi Services. By providing Pulumi your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail.

15.5    You agree that if Pulumi does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Pulumi has the benefit of under any applicable law), this will not be taken to be a formal waiver of Pulumi’s rights and that those rights or remedies will still be available to Pulumi.

15.6    The Terms, and your relationship with Pulumi under the Terms, shall be governed by the laws of the State of Washington without regard to its conflict of laws provisions. You and Pulumi agree to submit to the exclusive jurisdiction of the courts located within the King County, Washington to resolve any legal matter arising from the Terms.

15.7    Neither party may assign any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the entirety of its rights and obligations under these Terms, without consent of the other party, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of your use of the Pulumi Services upon written notice to the assigning party.