Terms and Conditions

Table of Contents

GENERAL INFORMATION

These terms and conditions outline the rules and regulations for the use of Glassity OÜ’s Website, located at https://glassity.cloud as well as the access to and use of the Services to be provided or made available by Glassity OÜ (hereinafter referred to as “Glassity” or “we“) to you or the entity you represent (hereinafter referred to as “Customer”). 

By accessing this website at https://glassity.cloud we assume you accept these terms and conditions. Do not continue to use Glassity if you do not agree to all the terms and conditions stated on this page. By clicking “I agree,” completing the registration progress, and/or entering into a Sign-Up Form with Glassity, Customer and the individual submitting the Sign-Up Form or accepting these Terms and Conditions on Customer’s behalf represent that: (i) Customer agrees to be bound by these Terms and Conditions; and (ii) such individual has the authority to enter into these Terms and Conditions on behalf of Customer, and to bind Customer to these Terms and Conditions. If Customer does not agree to be bound by this Agreement, Customer may not access and use the Services.

Please read the following Terms And Conditions (“Terms”) carefully before using Glassity website (the “Site“) and services provided and managed by Glassity so that you, as a Customer and/or a user (“You(r)”, “Client,” or “User”), are aware of your legal rights and obligations with respect to Glassity OÜ.

This Agreement commences and becomes effective (the “Effective Date“) as of the earliest of: (a) the date the Customer first clicks “I Agree/I Accept/Sign Up” (or a similar button or checkbox); (b) the date the Customer first accesses or uses a Glassity product (such as “Autopilot,” “Cloud Interface,” or “Platform”) or sets up an Account (defined below); or (c) any effective or commencement date specified in the Customer’s initial Order (defined below).

If you are accepting these Terms and Conditions on behalf of your employer or another entity (for example, if you are signing up using an email address from such employer or entity), you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to the Terms and Conditions; (ii) you have read and understand the terms and conditions of this Agreement; and (iii) you agree to these Terms and Conditions on behalf of your employer or such entity.

IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT CLICK “I AGREE/I ACCEPT/SIGN UP” (OR THE SIMILAR BUTTON OR CHECKBOX), AND YOU ARE NOT AUTHORISED TO ACCESS OR USE ANY PART OF THE GLASSITY PLATFORM.

We reserve the right, at our sole discretion, to modify these Terms and Conditions, with the modification becoming effective 10 days following the posting of the modification to the Site or providing notice to You (via email), whichever occurs first. These modifications will apply to causes of action arising after the effective date of the change. We will inform you of such modifications by either notifying you via your email address or by posting the latest changes on the Site. If you continue to use our platform after 10 days, we will assume that you and the client organisation accept these changes.

TERMS

DEFINITIONS. Presented terms will have the meanings set forth in this section or in the section where they are first used.

1.1. “Access Protocols” means the passwords, access codes, technical specifications, connectivity standards, or other relevant procedures necessary to allow Customers or any Authorised Users to access the Glassity Platform.

1.2.Platform” means the Glassity SaaS platform, a cloud management app designed to help Customers analyse/monitor their usage of their AWS Resources to identify potential cost savings measures.

1.3.Platform Manager” means an employee with decision-making authority, or any other user, who is authorised by the Customer to access the Platform under Customer’s rights under these Terms and Conditions, who is onboarded to the platform initially, before other users inside the client’s Organisation.

1.4.Client” means a Platform Manager (connected to a concrete business entity) who has decision-making authority over the entity’s Platform usage and billing/invoicing.

1.5.User” means a Client’s employee who is authorised by the Client (including the entity) to use the Platform. The Client shall remain primarily responsible and liable for its Users’ compliance with the terms and conditions of these Terms and Conditions.

1.6.Entity” means any (business) entity to which Glassity addresses invoices. An Entity may consist of potential, current, active, idle, passive, or former clients and users of Glassity.

1.7.  “AWS” means the Amazon Web Services platform.

1.8. AWS Resource” means the Customer’s AWS service accounts, savings plans, and environments.

1.9.Cost Saving” means the net cost reduction in the Customer’s aggregate costs associated with its AWS Resource(s) resulting from the adoption, integration, implementation, and/or placing into effect of an Optimisation.

1.10.Customer Data” means any data and information provided or submitted by or on behalf of the Customer, or its Platform Manager for use with the Services, including any such data and information residing on its AWS Resource(s). For the avoidance of doubt, Customer Data does not include Usage Data.

1.11.Content” means any text, data, information, reports, files, images, graphics, software code, or other content provided on Glassity site or Platform.

1.12.Documentation” means the technical materials provided by Glassity to the Customer, mainly Platform-related operational guides or manuals that the Glassity provides or makes available to the Customer, in any form or medium. Documentation does not include any marketing or other publicly available materials.

1.13.Law” means any federal, state, foreign, regional, or local statute, regulation, ordinance, or rule of any jurisdiction.

1.14.Optimisation” means any suggestion, change, and/or recommendation provided by Glassity for purposes of optimising Customer’s AWS Resources, resulting in a Cost Saving if adopted, integrated, implemented, and/or placed into effect by the Customer.

1.15.Site” means the Company’s website currently located at https://glassity.cloud.

1.16.Intellectual Property Rights” encompass any and all rights, titles, and interests, irrespective of jurisdiction or treaty, whether protectable or not, whether registered or unregistered, and whether vested, contingent, or future, in inventions, discoveries, works of authorship, designs, software, technical information, databases, know-how, mask works, methods, technology, and other intellectual property. This definition includes, but is not limited to, patents, copyrights, similar authorship rights, moral (and similar personal) rights, mask work rights, data and database rights, trade secret rights, similar rights in confidential information and other non-public information, design rights, trademarks, service marks, trade names, trade dress, and similar branding rights. It also encompasses all applications, registrations, renewals, reexaminations, extensions, continuations, continuations-in-part, provisionals, substitutions, divisions, or reissues related to the aforementioned, along with all associated goodwill.

1.17.Professional Services” means professional services provided by Glassity to the Client as described in any Order Form (as may be further elaborated in any statement of work), including services relating to implementation (these can include, but are not limited to, Platform-related installation, deployment, configuration, training, customisation, and integration).

1.18.Services” means any services provided by Glassity to the Customer under these Terms and Conditions as set forth in an order form, including, but not limited to, the provision of the Glassity Platform and Professional Services.

1.19.Support Services” means the standard Platform technical support and maintenance services that the Glassity makes generally available to its customers (or, if applicable, any upgraded technical support and maintenance services ordered and agreed).

1.20.Usage Data” means any data collected by or on behalf of Glassity relating to the usage of the Glassity Platform and its AWS Resources, including support, device and connection information, crash and error information, browser and operating system information, clickstream data, user conduct, engagement, intent, and interaction information, traffic logs, haptic and positional data, and monitoring information.

1.21.Pricing Page” means any publicly available web page(s) on the Site where the Glassity publishes its list prices for the Platform, currently available at https://glassity.cloud/#pricing.

1.22.Supported Environment” means the minimum hardware, software, and connectivity configuration specified from time to time by Glassity as required for the use of the Glassity Platform. The current requirements are described in the Documentation.

1.23.SensitiveData” means any (i) categories of data enumerated in Article 9(1) of the European Union’s General Data Protection Regulation (Regulation 2016/679, also known as the GDPR) or any successor law; (ii) credit, debit, or other payment card data subject to the Payment Card Industry Data Security Standards (“PCI DSS”); (iii) Nonpublic Personal Information (NPI) as defined by the Gramm-Leach-Bliley Act and its implementing rules and regulations, or Personal Health Information (PHI) data as defined by the Health Insurance Portability and Accountability Act and its implementing rules and regulations; or (iv) any data similar to the foregoing that is protected under foreign or domestic laws.


ACCOUNT REGISTRATION AND USAGE

2.1. Account Creation. The Account creation is free. To use our services, you can simply sign up, and fill in your contact info, email, and password. Once signed up, users/clients can connect their AWS account to set up their dashboard and start using the Autopilot (which is a Glassity’s cloud cost optimisation tool).

2.2. Account Security. We take user account security seriously. It is the responsibility of users to keep their login credentials and Access Protocols secure. We recommend referring to our Documentation for specific security measures and requirements.

PAYMENT AND BILLING

3.1. Payment Methods and Third Party Provider. Glassity uses Stripe, Inc. (“Stripe”) as the third-party service provider for payment services (e.g., card acceptance and related services). By selecting a credit card as the payment method for paying the Fees, Customer agrees to be bound by Stripe’s Privacy Policy: https://stripe.com/privacy and hereby consents and authorises Glassity to share any information and payment instructions provided herein with Stripe to the minimum extent required to complete Customer’s transactions hereunder.

3.2. Billing Cycles and Fees. Billing occurs monthly. Please refer to our Pricing Page for detailed information on fees and billing cycles. Please note that success fees are non-refundable. If the Pricing Page is not applicable, all the payment terms, including billing cycles and accepted payment methods, will be specified in the applicable order.

3.3. Cancellation. Users can cancel services by contacting us through email or disabling the services in the Glassity Platform. Please review our cancellation policy in section 8.2.

3.4 Fees. In consideration for the access rights granted to Customer and the Services performed by Glassity under this Agreement, Customer will pay to Glassity ten percent (10%) of the Cost Reduction resulting from any Optimization that is adopted, integrated, implemented, and/or placed in effect by Customer (the “Fees”). Except as otherwise provided in the Order Form, all Fees are billed at the end of the month due and payable within thirty (30) days of the date of the invoice. The Company reserves the right to modify the Fees payable hereunder upon written notice to Customer at least ninety (90) days prior to the end of the then-current term. The Company will be reimbursed only for expenses that are expressly provided for in an Order Form or SOW or that have been approved in advance in writing by Customer, provided the Company has furnished such documentation for authorised expenses as the Client may reasonably request. The Company reserves the right (in addition to any other rights or remedies the Company may have) to discontinue the Company Solution and suspend all Authorised Users’ and Customer’s access to the Services if any Fees are more than thirty (30) days overdue until such amounts are paid in full. Customer will maintain complete, accurate, and up-to-date Customer billing and contact information at all times.

3.5. Taxes. The Fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and Customer will be responsible for payment of all such taxes (other than taxes based on Glassity’s income), fees, duties, and charges and any related penalties and interest, arising from the payment of the fees, the provision of the Services, or the license of the Glassity Platform to Customer. Customer will make all payments of Fees to Glassity free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of Fees to Glassity will be Customer’s sole responsibility, and Customer will provide Glassity with official receipts issued by the appropriate taxing authority, or such other evidence as Glassity may reasonably request, to establish that such taxes have been paid.

3.6. Credits. Customer shall be entitled to the credits issued by Glassity to Customer in connection with any unused AWS Reserved Instance capacity and/or unused AWS Savings Plans by Customer at any point during an applicable month (“Credits”), as set forth in Annex A.

USER RESPONSIBILITIES AND ACCEPTABLE USE

4.1. User Responsibilities. Users are expected to use our services responsibly and ethically. This includes adhering to standard acceptable use policies.

4.2. Content Standards and Prohibited Actions. Users are prohibited from sharing data or content outside of their organisation without proper consent. Unauthorised attempts to modify our products or violate intellectual property rights are strictly prohibited. Strict IP rules are enforced.

4.3. Consequences of Violation. Violation of these Terms and Conditions may result in immediate termination of services, along with potential fines or legal action if deemed necessary.

INTELLECTUAL PROPERTY

5.1. Ownership. The Glassity Platform, Content and Documentation, all Usage Data and all worldwide Intellectual Property Rights in each of the foregoing, are the exclusive property of Glassity and its suppliers. All rights in and to the Glassity Platform, Content and Documentation not expressly granted to Customer in these Terms and Conditions are reserved by Glassity and its suppliers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the Glassity Platform, Content and Documentation, or any part thereof. Users own the data generated through their AWS accounts. Users are granted a limited license to use our services.

5.2. Use and Reproduction. Users can use, share, or reproduce content generated through our services for internal purposes within their organisation. Any other use must be authorised by Glassity OÜ.

PRIVACY AND DATA COLLECTION

6.1. Please refer to our Privacy Policy for details on how we collect, store, and use user data. By using our services, you agree to our data handling practices.

DISPUTE RESOLUTION

7.1. In the event of a dispute, we will make reasonable efforts to resolve the matter amicably. Please refer to our Dispute Resolution Policy for further details.

TERMINATION AND CANCELLATION

8.1. Term and Termination. These Terms and Conditions commence on the Effective Date and shall continue in full force and effect until all orders expire or are terminated (the “Term”). Glassity reserves the right to terminate or suspend services in accordance with the provisions outlined in These Terms and Conditions.

8.2. Notice and Fees. For subscription and Glassity’s Autopilot services, there is a 30-day notice period for service termination. Any associated fees are outlined in our Pricing Page.

8.3. Cancellation. The Client can cancel Glassity’s Autopilot service at any time on the Glassity Platform. Please note that after disabling our services, the Client does not have the opportunity to reactivate Glassity’s Autopilot during 30 days of the initiated cancellation notice period.

CHANGES TO TERMS

9.1. We reserve the right to modify these Terms and Conditions. Any modifications will be effective 10 days following the posting of the modification to the Site or providing notice to users via email. Continued use of our platform after this period constitutes acceptance of the changes.

GOVERNING LAW

10.1. This Agreement is governed by the laws of the Republic of Estonia. Any disputes shall be subject to the exclusive jurisdiction of the courts in Estonia.

MISCELLANEOUS

11.1. Severability. If any provision of these Terms and Conditions is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms and Conditions will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

11.2. Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment) will not be considered a breach of these Terms and Conditions if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.

11.3. This Agreement represents the entire agreement between the parties and supersedes all prior agreements or understandings.

11.4. Glassity may use Customer’s name and logo for promotional purposes with Customer’s consent.

ANNEX A

Credits

Eligibility for Credit. Unused AWS Reserved Instance capacity or AWS Savings Plans not directly acquired from Glassity are ineligible and won’t be taken into account for credit allocation. To qualify, each AWS Reserved Instance and AWS Savings Plan must be: (i) not in use, procured from Glassity, and for AWS Reserved Instances, located outside the GovCloud region; (ii) have at least a one-month remaining duration; (iii) be operational for a minimum of thirty days; and (iv) be completely settled with no pending payments to Amazon.

Maximum Credits. Customers are entitled to receive credits only hundred percent (100%) of fees paid to Glassity under the current agreement for that month, known as the “Monthly Credit Cap.” It should be noted that any credits exceeding this monthly limit will not be transferred to subsequent months. These credits are calculated monthly and can be used for either monetary redemption, conversion, or as offsets against future invoices from Glassity. It is mutually understood and agreed that these credits are the exclusive remedy for the customer and the sole obligation of Glassity concerning any unused AWS Reserved Instances and AWS Savings Plans.

Cost Explorer. In calculating the customer’s savings, Glassity assumes an equal cost distribution across all qualifying AWS Reserved Instances when the coverage of AWS Reserved Instances surpasses the customer’s actual usage. If a precise savings calculation is requested by the customer, Glassity will utilize the AWS Cost Explorer API, costing $0.01 per usage, billed directly to the customer by AWS. Glassity will make up to fifteen attempts to gather the necessary usage and coverage data. However, if these attempts are unsuccessful, Glassity will resort to the AWS Cost Explorer API, charging $0.01 per call. In cases where the Cost Explorer API is also unsuccessful, Glassity will estimate the data based on available data points.

Disclaimer. The customer acknowledges their ongoing liability and responsibility for fulfilling any commitments or liabilities under the agreement with Amazon for the AWS Reserved Instance and/or AWS Savings Plan. Glassity explicitly disclaims any implied warranties, including but not limited to, warranties of non-infringement, merchantability, and fitness for a particular purpose in relation to the credits and their usage.

Glassity OÜ

glassity@glassity.cloud

This policy is effective as of 01st September 2023

© 2024 Glassity OÜ. All rights reserved.