Terms of Use

Welcome to Detecta, a monitoring solution that provides online access to reports and alerts associated with the monitoring of a wide range of IT system components.

These Terms of Use are intended to explain Detecta's obligations as a service provider and Your obligations as a customer. Please read them carefully.

These Terms are binding on any use of the Service and apply to You from the time that Detecta provides You with access to the Service.

The Detecta Service will evolve over time based on user feedback. These Terms are not intended to answer every question or address every issue raised by the use of the Detecta Service. Detecta reserves the right to change these Terms at any time, effective upon the posting of modified Terms and Detecta will make every effort to communicate these changes to You via email or notification via the Website. It is likely the Terms will change over time. It is Your obligation to ensure that You have read, understood and agree to the most recent Terms available on the Website.

By registering to use the Service You acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person or Entity using the Service. You are deemed to have agreed to these Terms on behalf of any Person or Entity using the Service.

 

1. DEFINITIONS

"Agreement"
means these Terms of Use.

"Access Fee"
means the monthly fee (excluding any taxes and duties) payable by You in accordance with the fee schedule set out on the Website (which Detecta may change from time to time on notice to You).

"Confidential Information"
includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorized disclosure by the other party.

"Data"
means any data inputted by You or with Your authority into the Website.

"Entity"
means partnership, organization, or business and their subsidiaries

"Intellectual Property Rights"
means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.

"Detecta"
means Detecta Limited and all current and future global subsidiaries of Detecta Limited

"Service"
means the Detecta software provided to You by Detecta in connection with this Agreement,

"Subscriber"
means the person who registers to use the Service, and, where the context permits, includes any Entity on whose behalf that person registers to use the Service.

"User"
means any person associated with you or your Entity that has access to the Service

"Website"
means the Internet site at the domain www.sqlservermonitoring.com or any other site operated by Detecta.

"You"
means the Subscriber, and where the context permits, a User. "Your" has a corresponding meaning.

 

2. USE OF SOFTWARE

Detecta grants You the right to access and use the Service via the Website with the particular user roles available to You according to Your subscription type. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and the Users, or any other applicable laws:

1.the Subscriber determines who is a User and what level of user role access to the Service that the User has;

2.the Subscriber is responsible for all Users’ use of the Service;

3.the Subscriber controls each User’s level of access to their Service at all times and can revoke or change a User’s access, or level of access, at any time and for any reason, in which case that person will cease to be a User or shall have that different level of access, as the case may be;

4.if there is any dispute between a Subscriber and a User regarding access to the Service, the Subscriber shall decide what access or level of access to the relevant Data or Service that User shall have, if any.

 

3. YOUR OBLIGATIONS

1.Payment obligations:

Payment of the Access Fee for use of the Service in accordance with the Detecta’s then current published rates will be expected at the end of each billing period. All fees are due and payable in US dollars via online payment in accordance with the schedule indicated at registration or subsequently agreed. Detecta may debit such payment method in accordance with such schedule. Detecta will continue to collect the access fee from You on the anniversary of your payment plan until this Agreement is terminated in accordance with clause 8.

You must pay or arrange payment of all amounts specified by the due date for payment. You are responsible for payment of all taxes and duties in addition to the Access Fee.

All transactions are in United States Dollars (USD), all invoices and statements will be presented in the name of Detecta Limited.

2.General obligations:

You must only use the Service and Website for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by Detecta or condition posted on the Website.

3.Access conditions:

a.You must ensure that all User names and passwords required to access the Service are kept secure and confidential. You must immediately notify Detecta of any unauthorized use of Your passwords or any other breach of security and Detecta will reset Your password and You must take all other actions that Detecta reasonably deems necessary to maintain or enhance the security of Detecta's computing systems and networks and Your access to the Service.

b.As a condition of these Terms, when accessing and using the Service, You must:

      i.not attempt to undermine the security or integrity of Detecta's computing systems or networks or, where the Service is hosted by a third party, that third party's computing systems and networks;

     ii.not use, or misuse, the Service in any way which may impair the functionality of the Service or Website, or other systems used to deliver the Service or impair the ability of any other user to use the Service or Website;

    iii.not attempt to gain unauthorized access to any materials other than those to which You have been given express permission to access or to the computer system on which the Service is hosted;

    iv.not transmit, or input into the Website, any: files that may damage any other person's computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by   copyright or trade secrets which You do not have the right to use); and

    v.not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Service or to operate the Website except as is strictly necessary to use either of them for normal operation.

4.Usage Limitations:

Use of the Service may be subject to limitations, including but not limited to monthly transaction volumes You are permitted to make within the Detecta application. Any such limitations will be specified within the Service.

5.Communication Conditions:

As a condition of these Terms, if You use any communication tools available through the Website (such as any forum, chat room or message center), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Service, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person's computing devices or software, content that may be offensive to any other users of the Service or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use).

When You make any communication on the Website, You represent that You are permitted to make such communication. Detecta is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Service. As with any other web-based forum, You must exercise caution when using the communication tools available on the Website. However, Detecta does reserve the right to remove any communication at any time in its sole discretion.

6.Indemnity.

You indemnify Detecta against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to Detecta, including (but not limited to) any costs relating to the recovery of any Access Fees that are due but have not been paid by You.

 

4. CONFIDENTIALITY AND PRIVACY

1.Confidentiality:

 Unless the relevant party has the prior written consent of the other or unless required to do so by law:

a.Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.

b.Each party's obligations under this clause will survive termination of these Terms.

c.The provisions of clauses 4.1.a and 4.1.b shall not apply to any information which:

      i.is or becomes public knowledge other than by a breach of this clause;

     ii.is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;

    iii.is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or

    iv.is independently developed without access to the Confidential Information.

2.Privacy:

Detecta maintains a privacy policy that sets out the parties’ obligations in respect of personal information . You should read that policy at www.sqlservermonitoring.com/privacy-policy and You will be taken to have accepted that policy when You accept these Terms.

 

5. INTELLECTUAL PROPERTY

1.General:

Title to, and all Intellectual Property Rights in the Service, the Website and any documentation relating to the Service remain the property of Detecta (or its licensors).

2.Ownership of Data:

Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data is contingent on full payment of the Detecta Access Fee when due. You grant Detecta a licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Service and for any other purpose related to provision of services to You.

3.Backup of Data:

Detecta adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. Detecta expressly excludes liability for any loss of Data no matter how caused.

4.Third-party applications and your Data.

If You enable third-party applications for use in conjunction with the Service, You acknowledge that Detecta may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Service. Detecta shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.

 

6. WARRANTIES AND ACKNOWLEDGEMENTS

1.Authority:

You warrant that where You have registered to use the Service on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.

2.Acknowledgement:

You acknowledge that:

a.You are authorized to use the Service and the Website and to access the information and Data that You input into the Website, including any information or Data input into the Website by any person you have authorized to use the Service. You are also authorized to access the processed information and Data that is made available to You through Your use of the Website and the Service (whether that information and Data is Your own or that of anyone else).

b.Detecta has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Service or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:

   i.You are responsible for ensuring that You have the right to do so;

   ii.You are responsible for authorizing any person who is given access to information or Data, and you agree that Detecta has no obligation to provide any person access to such information or Data without Your authorization and may refer any requests for information to You to address; and

   iii.You will indemnify Detecta against any claims or loss relating to:

      i.Detecta's refusal to provide any person access to Your information or Data in accordance with these Terms,

     ii.Detecta’s making available information or Data to any person with Your authorisation.

c.The provision of, access to, and use of, the Service is on an "as is " basis and at Your own risk.

d.Detecta does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Service. Detecta is not in any way responsible for any such interference or prevention of Your access or use of the Service.

e.It is Your sole responsibility to determine that the Service meets the needs of Your business and is suitable for the purposes for which it is used.

f. It is Your responsibility to check that storage of and access to your Data via the Software and the Website will comply with laws applicable to you (including any laws requiring you to retain records).

3.No warranties:

Detecta gives no warranty about the Service. Without limiting the foregoing, Detecta does not warrant that the Service will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.

4.Consumer guarantees:

You warrant and represent that You are acquiring the right to access and use the Service for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Service, the Website or these Terms.

 

7. LIMITATION OF LIABILITY

1.To the maximum extent permitted by law, Detecta excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website.

2.If You suffer loss or damage as a result of Detecta's negligence or failure to comply with these Terms, any claim by You against Detecta arising from Detecta's negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Access Fees paid by You in the previous 12 months.

3.If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with Clause 8.

 

8. TERMINATION

1.Trial policy

Detecta provides a trial version of the Service so that you can evaluate the Service under the defined trial usage conditions with no obligation to continue to use the Service. If You choose to continue using the Service thereafter, to access the full Service and website features You must subscribe for the paid service.

If You choose not to continue using the Service, You may request termination from your “My Account” section of the website.

2.Prepaid Subscriptions

Detecta will not provide any refund for any remaining prepaid period for a prepaid Access Fee subscription.

3.No-fault termination:

These Terms will continue for the period covered by the Access Fee paid or payable under clause 3.1. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Access Fee when due.

4.Breach:

If You:

a.breach any of these Terms (including, without limitation, by non-payment of any Access Fees) and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;

b.breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach of clause 3.4 or any payment of Access Fees that are more than 30 days overdue); or

c.You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction,

Detecta may take any or all of the following actions, at its sole discretion:

d.Terminate this Agreement and Your use of the Service and the Website;

e.Suspend for any definite or indefinite period of time, Your use of the Service and the Website;

f.Suspend or terminate access to all or any Data.

g.Take any or all of the actions in sub-clauses (d), (e) and (f) of this clause 8(4) in respect of any or all other persons whom You have authorized to have access to Your information or Data.

For the avoidance of doubt, if payment of Access Fees is not made in full by the relevant due date, Detecta may: suspend or terminate Your use of the Service, the authority for all or any of Your Organizations to use the Service, or Your rights of access to all or any Data.

5.Accrued Rights:

Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:

d.remain liable for any accrued charges and amounts which become due for payment before or after termination; and

e.immediately cease to use the Service and the Website.

6.Expiry or termination:

Clauses 3.1, 3.6, 4, 5, 6, 7, 8 and 10 survive the expiry or termination of these Terms.

 

9. HELP DESK

1.Technical Problems:

In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting Detecta. If You still need technical help, please check the support provided online by Detecta on the Website or failing that email us at support@mydetecta.com

2.Service Availability

Whilst Detecta intends that the Service should be available 24 hours a day, seven days a week, it is possible that on occasions the Service or Website may be unavailable to permit maintenance or other development activity to take place.

If for any reason Detecta has to interrupt the Service for longer periods than Detecta would normally expect, Detecta will use reasonable endeavors to publish in advance details of such activity on the Website.

 

10.  GENERAL

1.Entire agreement:

These Terms, together with the Detecta Privacy Policy and the terms of any other notices or instructions given to You under these Terms of Use, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and Detecta relating to the Service and the other matters dealt with in these Terms.

2.Waiver:

If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

3.Delays:

Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.

4.No Assignment:

You may not assign or transfer any rights to any other person without Detecta's prior written consent.

5.Governing law and jurisdiction:

This Agreement shall be governed by and interpreted in accordance with the laws of New Zealand, without regard to any principles of conflict of laws, and shall be subject to the exclusive jurisdiction of the Courts of New Zealand.

6.Severability:

If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.

7.Notices:

Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Detecta must be sent to support@mydetecta.com or to any other email address notified by email to You by Detecta. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.

8.Rights of Third Parties:

A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.

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