THE MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER IN SECTION 13 (DISPUTE RESOLUTION) BELOW GOVERN THE RESOLUTION OF DISPUTES. PLEASE READ THEM CAREFULLY. IF YOU DO NOT AGREE WITH THE MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER IN THE TERMS, PLEASE DO NOT USE THE SITE OR SERVICES.
These Terms of Service are an agreement between you ("you", "Customer", "Company") and Select Labs Inc. ("SELECT, "we", "us", "our"). By accessing the site located at https://www.select.dev/ (or its successor), or any other sites operated by SELECT, (collectively, the "Site") or using the products and tools we provide (the "Service"), you agree to abide by these Terms of Service.
1. Overview of the Service
- As part of the Service, SELECT provides hosted software that allows you to monitor your Snowflake account(s), identify opportunities to improve query performance or reduce spend, and performs ongoing automated optimizations in your account(s). Subject to these Terms of Service, we grant you a personal, non-transferable, non-exclusive, revocable, limited right to access the Site, and if you register for the Service, to use the Service, in each case solely for your internal business purposes. This includes the right for you to make a reasonable number of copies of any of our published descriptions and specifications of the Site and Service ("Documentation").
- In providing the Site and Service, we will process such information as the metadata of your Snowflake account(s), credentials of the Snowflake username you provision for us, the range of configurations you select in Services, your name and email address ("User Data"), and other information you may provide in connection with your use of the Site or Services.
- We may in our sole election offer free memberships, offers, and trial memberships to the Service ("Trial"). If access to the Service is provided to you for free or for Trial purposes, such access is governed by these Terms of Service. At any time prior to or during the free or Trial period, we may, in our sole discretion, terminate the free or Trial access without prior notice and without any liability to you, to the extent permitted under applicable law, for any reason, including to prevent abuse of the free or Trial access. After the free or Trial access period expires, you may only continue using the Service by enrolling in a paid Subscription, if available, or as we otherwise permit. During the free or Trial period, no express or implied warranties shall apply to the Service, all Services are provided "as-is" with all defects, and no technical or other support is included unless we elect to provide support.
- We may choose to make certain features, technologies, and services available to you that are not yet generally available, including, but not limited to, any products, services, or features designated or labeled as "alpha," "beta," "early access," "preview," "pilot," "trial," "non-production," or similar designation (each, a "Beta Service"). If you choose to access and/or use any such Beta Service, such access and/or usage will be governed by these Terms of Service. In order to access the Beta Service, you may be required to accept additional terms and conditions applicable to the specific Beta Service and/or acknowledge acceptance of these Terms of Service. You must comply with all terms related to any Beta Service that SELECT posts through or on the Service or otherwise provides to Customer. SELECT may add or modify terms, including lowering or raising any usage limits, related to access to or use of any Beta Service at any time. If you provide SELECT with feedback relating to the Beta Service, SELECT will own and may use and evaluate all feedback for its own purposes. We may suspend or terminate your access to or use of any Beta Service at any time. Your access to and use of any Beta Service will automatically terminate upon the release of a generally available version of the applicable Beta Service, upon your purchase of any such Service (to the extent purchase is available), or upon notice of termination by SELECT. You agree that, as between you and us, we own all legal rights, title and interest in and to all Beta Services, including all intellectual property rights, and except for the permissions granted herein, no other rights or permissions to the Beta Service is granted. WITHOUT LIMITING ANY DISCLAIMERS IN THESE TERMS OF SERVICE, BETA SERVICES ARE NOT READY FOR GENERAL COMMERCIAL RELEASE, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS OF SERVICE, SELECT PROVIDES BETA SERVICES "AS IS." SELECT MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING BETA SERVICES, INCLUDING ANY WARRANTY THAT THE BETA SERVICES WILL BECOME GENERALLY AVAILABLE. SELECT IS UNDER NO OBLIGATION TO RETAIN ANY USER DATA PROVIDED TO, THROUGH, OR IN CONNECTION WITH ANY BETA SERVICES. SELECT MAY NOT BE ABLE TO TRANSFER ANY USER DATA PROVIDED TO, THROUGH, OR IN CONNECTION WITH BETA SERVICES TO PURCHASED SERVICES. THEREFORE, YOU SHOULD DOWNLOAD OR OTHERWISE SAVE ON ITS OWN SYSTEMS ANY SUCH USER DATA BEFORE THE END OF A BETA SERVICE. ANY OBLIGATIONS UNDER THE DATA PROCESSING AGREEMENT FOR SELECT TO RETAIN USER DATA SHALL NOT APPLY. EXCEPT TO THE EXTENT PROHIBITED BY LAW, SELECT DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
2. Your account
- You must keep your account password a secret.
- By creating an account, you agree that you have the legal authority to bind your employer, employing organization, or entity on whose behalf you are registering ("Company") to these Terms of Service.
- You, and/or Company, as applicable, are responsible for all activities that occur under your account(s). You agree to immediately notify us of any unauthorized use or suspected unauthorized use of your account(s) or any other breach of security. We cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements or your failure to maintain the security of your account(s) and password(s).
- You are responsible for all User Data and other information or data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your use of the Site and Services. While we use reasonable security measures designed to protect User Data, we cannot guarantee the security or safety of User Data. You represent and warrant that your use of the Site and Service, and your User Data, do not violate applicable laws, any third party’s intellectual property or privacy rights, or our Acceptable Use Policy (defined in Section 6). You may only use the Service with a Snowflake account(s) you manage. You are solely responsible for creating and maintaining your own backup copies of your User Data if you desire.
3. Access to third-party services
- You give us permission to access your Snowflake account(s) using user credentials that you supply.
- You give us permission to extract any data contained with the Snowflake metadata database
- We will not access any data via beyond what’s necessary to provide the Service.
- You agree not to hold us liable for any damages or performance impacts suffered within your Snowflake instance(s) or any connected applications in connection with your use of the Services.
- Technical support for the Service is available via email and online chat Monday-Friday between the hours of 9:00 am and 5:00 PM US Eastern Time, excluding US, Canadian, and British holidays.
- We reserve the right to temporarily suspend the Service for the purpose of maintenance, upgrades, or other Site or Service modifications deemed necessary. We’ll attempt to give you written notice, in advance, to the best of our ability.
5. Privacy, security, and confidentiality
- You grant us a nonexclusive, worldwide, royalty-free, sublicensable, and transferrable license to access, copy, store, process, transmit and otherwise use User Data to provide the Service and for support and maintenance, product development, security, and other legitimate purposes in connection with providing the Site and Service.
- "Confidential Information" includes, but is not limited to, all information that you receive relating to us, or to the Services, that is not known to the general public, or which is labeled "confidential" (or with similar language) or is of a type that a reasonable person should understand to be confidential, such information is Confidential Information. Your User Data is your Confidential Information. Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms of Service and in accordance with any other obligations in these Terms of Service. Each party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (a) by or to its employees, agents, advisors, and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each will treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (b) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms of Service, provided that, if legally permitted, the receiving party will give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information will not include any information that the receiving party can prove: (i) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (ii) is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms of Service; or (iii) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms of Service.
6. Payments, refunds, upgrades and downgrades
- Unless otherwise arranged with a SELECT representative, a valid credit card is required for paying accounts.
- Free or Trial accounts are not required to provide a credit card number.
- If you have a Trial, it commences upon registration for the Service, during which we provide you the Service free of charge for 30 days.
- At the end of the Trial, if you have provided valid payment details, we will bill you for the amount agreed upon. Once the Trial ends and we charge your payment method, or if you sign up for a paid Service term without a Trial, you will have begun a paid subscription of the Service ("Subscription").
- At the end of the Trial, if you have not provided valid payment details, we will deactivate your account.
- You authorize us to bill your payment method, in advance, periodically based on the length of your Subscription (monthly or annually). If you have a monthly Subscription, you agree that your Subscription will automatically renew every month unless terminated or cancelled as set forth below. If you have an annual Subscription, you agree that your Subscription will automatically renew every year unless terminated or cancelled as set forth below.
- There will be no refunds or credits for partial periods of service, upgrade/downgrade refunds, or refunds for service periods unused with an open account. In order to treat everyone equally, no exceptions will be made.
- All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. You agree to pay for any such taxes that might be applicable to your use of the SELECT Site and payments made by you herein.
7. Cancellation and termination
- We reserve the right to terminate your account and access to the Service if:
- We are obligated to do so by a legal obligation, immediately upon notice to you.
- You fail to make a timely payment of fees, immediately upon notice to you, unless we elect to provide you a 30-day period to cure.
- You have repeatedly made complaints to us or others in bad faith or without a reasonable basis, and continue to do so after we have asked you to stop (in such circumstances, we may alternatively suspend or restrict your access to the Site or Service), immediately upon notice to you
- We elect to discontinue the Site or Service, in whole or in part (such as if it becomes impractical for us to continue offering Services in your region due to change of law).
- If you violate these Terms of Service, or we reasonably believe you will violate these Terms of Service, we reserve the right to terminate your account(s) and your access to the Service or provide you a 30-day period to cure the violation, at our election.
- If you cancel your Subscription, we will terminate your Service and stop billing your payment method for any subsequent scheduled charges unless you reinstate your Subscription or start a new subscription.
- Cancelling your Subscription does not relieve you of the obligation to pay any outstanding charges incurred prior to your cancelation and we may charge your payment method accordingly for such outstanding charges.
- If we cancel your Subscription for a reason other than for cause, we’ll refund you for any pre-paid and unused portion of your Subscription period.
8. Modifications to the SELECT Site and Prices
- SELECT reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the SELECT Site (or any part thereof) with or without notice.
- Prices of all SELECT plans, including but not limited to monthly subscription plan fees to the SELECT Site, are subject to change. If we change the price of Services you ordered, we won’t charge you until the next period of your Subscription and we’ll notify you in writing before we do so.
- SELECT shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the SELECT Services.
- We reserve the right, in our sole discretion, to change, modify, add to, supplement or delete any portion of these Terms of Service at any time, effective with or without prior notice; provided, however, that we will use reasonable efforts to provide you with notification of any material changes (as determined in our sole discretion) by email. If any future changes to these Terms of Service are unacceptable to you or cause you to no longer be in compliance, you must immediately stop using the SELECT Service. Your continued use of the SELECT Service following any revision to this Agreement constitutes your complete acceptance of any and all such changes.
- Any new features that augment or enhance the current SELECT Service, including the release of new tools and resources, will be subject to these Terms of Service.
9. Acceptable Use
You will not, yourself or through a third party, do or attempt to do any of the following, which comprises our Acceptable Use Policy:
- Reverse engineer our source code or algorithms.
- Probe, scan, or test the vulnerability of any SELECT system or network.
- Modify, resell, license, or create derivative works of the Site or Service unless specifically authorized to do so.
- Take any actions that impose an unreasonable or disproportionately large load on us or on our third-party providers infrastructure.
- Interfere with the proper working of the Site or Service, including breaching or circumnavigating security or authentication measures.
- Use any automated software to scrape or crawl the Site or Service.
- Harass or abuse other users or SELECT employees, representatives, or agents performing services on our behalf.
- Use the Site or Service for any illegal purpose.
- Use the Site or Service to collect, upload, transmit, display, or distribute any User Data or other data (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.
- Upload, transmit, or distribute to or through the Site or Service any computer viruses, worms, or any software intended to damage or alter a computer system or data.
- Use the Site or Services to harvest, collect, gather or assemble information or data regarding other users, including email addresses, without their consent.
- Attempt to gain unauthorized access to the Site or Services (or to other computer systems or networks connected to or used together with the Site or Service), whether through password mining or any other means.
- Mirror or frame the Site or Service or any of their content, place pop-up windows over their pages, or otherwise affect the display of their pages.
- Use the Site or Service in order to build a similar or competitive website, product, or service.
10. Intellectual Property
- We (and our licensors) remain the sole owner of all right, title, and interest in the Site and Service. We reserve all rights not granted under the Terms of Service.
- You agree to abide by laws regarding copyright ownership and use of intellectual property, and you shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by any content you provide or transmit or that is provided or transmitted using your account. Nothing in these Terms of Service grants you a right or license to use any intellectual property rights owned or controlled by us or any other third party except as expressly provided in these Terms of Service.
- You may at your option provide feedback and suggestions about the Site or Service to us ("Feedback"). If you provide Feedback, then you grant us a non-exclusive, irrevocable, perpetual, worldwide, royalty-free, sublicensable, and transferable license to make, use, sell, have made, offer to sell, import, export, reproduce, publicly display, distribute, modify, and publicly perform the Feedback or content or materials incorporating any portion of the Feedback. You will execute documents and take such further acts as we may reasonably request to effectuate the securing intellectual property rights in Feedback.
- Copyright/Trademark Information. Copyright © 2022, Select Labs Inc. All rights reserved. All trademarks, logos and Services marks ("Marks") displayed on the Site or Service are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks. All third party trademarks (including logos and icons) we reference remain the property of their respective owners. Unless specifically identified as such, our use of third party trademarks does not indicate any relationship, sponsorship, or endorsement between SELECT and the owners of these trademarks. Any references by SELECT to third party trademarks is to identify the corresponding third party goods and/or services.
11. Warranty disclaimer
- The Service, Site, and all materials, documents, or forms provided on or through your use of the Service are provided on an "as is" and "as available" basis.
- To the fullest extent permitted by law, we expressly disclaim all warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
- We make no warranty that: (i) the Service or Site will meet your requirements; (ii) the Service or Site will be available on an uninterrupted basis; (iii) the results that may be obtained from the use of the Service or Site will be accurate or reliable; or (iv) the quality of any Service or Site will meet your expectations.
- The use of our Service and Site is at your own discretion and at your own risk.
12. Limited liability and indemnification
- Except as prohibited by law, you will hold us and our shareholders, officers, directors, employees, and agents harmless for any indirect, punitive, special, incidental, or consequential damage, however it arises (including attorneys’ fees and all related costs and expenses of litigation and arbitration, or at trial or on appeal, if any, whether or not litigation or arbitration is instituted), whether in an action of contract, negligence, or other tortious action, or arising out of or in connection with your use of the Site or Service, including without limitation any claim for personal injury or property damage arising from your use of the Site or Service and any violation by you of any federal state or local laws, statues, rules, or regulations, even if we have been previously advised of the possibility of such damage, except as prohibited by law.
- If there is liability found on our part, it will be limited to the greater of (i) US $100 or (ii) the amount paid for the Service during the six-month period preceding the date on which the liability arose, and under no circumstances will there be consequential or punitive damages.
- Some states do not allow the exclusion or limitation of punitive, incidental, or consequential damages, so the prior limitation or exclusion may not apply to you.
- These Terms of Service set forth SELECT’ entire liability as well as your exclusive remedy with respect to access and use of the Site and Services.
13. Dispute Resolution.
- These Terms of Service and any action related thereto will be governed and interpreted by and under the laws of the State of New York consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms of Service. Any legal action or proceeding relating to these Terms of Service or your access to, or use of, the Site or Services shall be instituted in a state or federal court in New York. You and SELECT agree to submit to the jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding.
- Dispute Resolution.
- Process. If you have any concern or dispute, you agree to first try to resolve the dispute informally by contacting us. If a dispute is not resolved within 30 days of receipt by us, any resulting legal actions must be resolved through final and binding arbitration, including any question of whether arbitration is required, except that you may assert claims in small claims court if your claims qualify. Claims related to the Terms of Service or Services are permanently barred if not brought within one year of the event resulting in the claim.
- Rules. JAMS will administer the arbitration in New York County, NY pursuant to its Comprehensive Arbitration Rules and Procedures. There will be one arbitrator that you and SELECT mutually select. The arbitration will be conducted in the English language, but any witness whose native language is not English may give testimony in the witness’ native language, with simultaneous translation into English (at the expense of the party presenting the witness). Judgment upon the award rendered may be entered and will be enforceable in any court of competent jurisdiction having jurisdiction over you and us.
- No Class Actions. You may only resolve disputes with us on an individual basis, and you may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action.
- Injunctive Relief. Notwithstanding the foregoing, in the event of your or others’ unauthorized access to or use of the Site or Services in violation of the Terms of Service, you agree that we are entitled to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
You grant SELECT the right to use your company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications, subject to your standard trademark usage guidelines as provided to us from time-to-time. If you don’t want to be listed, you may send an email to [email protected] declining to be used as a reference.
- You may not assign These Terms of Service.
- Access to the Site or Service may not be legal by certain persons or in certain countries. You are responsible for compliance with any applicable laws in your use of the Site or Service.
- If any provision of these Terms of Service is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these terms, which shall remain in full force and effect.
- No waiver of any term of these terms shall be deemed a further or continuing waiver of such term or any other term. In addition, our failure to enforce any provision of these Terms of Service shall not be deemed as a waiver of such term or otherwise affect our ability to enforce such term at any point in the future.
- You may not use the Site or Services or accept these Terms of Service if you are not at least 18 years old or the age or majority in your jurisdiction.
- We may make changes to the Terms of Service from time to time, and if we do, we will notify you by revising the date at the top of the Terms of Service and, in some cases, we may provide you with additional notice. You should look at the Terms of Service regularly. Unless otherwise noted, the amended Terms of Service will be effective immediately, and your continued use of our Site and Services will confirm your acceptance of the changes. If you do not agree to the amended Terms of Service, you must stop using our Site and Service.
- We may make changes to the Service at any time provided we do not materially reduce the functionality of the Service during the term of your paid Subscription.
- We may subcontract obligations under these Terms of Service, including sharing User Data with subcontractors, but will remain liable to you for any subcontracted obligations.