Last Updated: September 18, 2020
Welcome to Taloflow.
These Terms of Service are part of the legal agreement which governs your access to, and use of, the Taloflow Cloud Cost Management service (“Cost Management”), Taloflow Cloud Cost Instrumentation service (“Cost Instrumentation”), and Taloflow Cloud Comparison service (“Poly”), and Taloflow website located at taloflow.ai inclusive of all subdomains (the “Taloflow Site”).
“Agreement” shall mean the agreement that has been acknowledged by Customer pursuant to Section 2 hereof by which Taloflow agrees to provide and Customer agrees to access and use the Services pursuant to these Terms as modified from time to time, and shall include any additional pricing, subscription agreements, custom services agreements entered into between Customer and Taloflow that are related thereto.
“Terms” means these Terms of Service.
“Beta Service” means a limited, beta version of any of the Services.
“Plan” means the service plan(s) and the associated functionality and services associated (as detailed on the Taloflow Site) for the Service to which Customer subscribes.
“Poly Report” means the cloud comparison report produced from the use of the Poly service.
“Services” means, collectively, the Cost Management service, Cost Instrumentation service, Poly service and the Taloflow Site. Service shall mean any one of the foregoing individually.
“Subscription Term” means the period during which Customer has agreed to subscribe to the Services.
“Taloflow”, “we”, “us”, or “our” means and refers to Taloflow Inc., which owns and operates the Services.
“Taloflow Site” means the website located at taloflow.ai, taloflow.com and talo.ai, inclusive of all subdomains.
“You”, “your”, or “Customer” means the person or entity entering into the Agreement.
By clicking the “I agree” button (or any other button or mechanism designed to acknowledge agreement to these Terms), or by using any of the Services, you accept these Terms. If you are an individual agreeing to these Terms on behalf of a company or other separate legal entity, you represent and warrant you are authorized to accept these Terms on behalf of such company or entity. If you do not agree to these Terms, you may not access or use the Services.
We may modify the Terms at any time. If we do so, we’ll let you know either by posting the modified Terms on the Site, or through other communications. We recommend you review these Terms each time you use any of the Services. Customer’s continued use of the Services after the effective date of the change constitutes Customer’s acceptance of the Terms as revised.
Taloflow reserves, at its sole unfettered discretion, the right not to enter into an Agreement with Customer and to block or otherwise prohibit access to the Services for any Customer.
Subject to all of these Terms, Taloflow grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable, license to access and use the Services for the term identified below in Section 5 hereof.
If Customer uses a Beta Service, Customer acknowledges that the Beta Service is provided as a beta for the purpose of providing Taloflow with information about the quality and usability of the features made available through the Beta Service. Customer acknowledges that the Beta Service may contain errors, inaccuracies or other bugs that could cause failures, inaccuracies, corruption of data or other loss. We strongly recommend that you back up all data and information before using any Beta Service. The features provided in the Beta Service may not be available in any subsequent release.
Taloflow may, in its sole discretion, provide support and maintenance in connection with a Beta Service. However, Taloflow has no obligation to correct any bugs, defects, or errors in a Beta Service or otherwise support or maintain a Beta Service.
The Agreement shall commence on the date on which you accept these Terms and shall renew each month automatically for an additional month unless otherwise agreed to between the parties or terminated earlier in accordance with these Terms.
If Customer is a user of a Beta Service: (a) Taloflow may terminate the Agreement and terminate or suspend Customer’s access to or use of any part of a Beta Service at any time, with or without notice, and for any reason or no reason; and (b) you may terminate the Agreement and cancel your account at any time by sending an email to us at email@example.com.
If Customer is a user of the Service, Customer or Taloflow may terminate the Agreement by written notice of termination, for any reason, at its sole unfettered discretion, with 30 days notice to Customer provided that in the event of a material breach of the Terms, Taloflow may immediately suspend its provision of Services under the Agreement and may terminate the Agreement if after three (3) days notice of Customer, the breach remains uncured.
Upon any expiration or termination of the Agreement, (i) the rights and licenses granted to Customer under these Terms shall immediately terminate, (ii) Customer shall immediately cease using a Beta Services or Services (as applicable), and (iii) Customer will return to Taloflow (or, at Taloflow’s request, destroy), any documentation, Confidential Information and all other tangible property of Taloflow in Customer’s possession or control.
(a) Cost Management. Taloflow makes available different Plans for the Cost Management service, as described on the Taloflow Site at https://www.taloflow.ai/pricing as may be revised from time to time. Some of the Plans may provide for an initial free trial period. If Customer registers for a free trial of the Cost Management service, Taloflow will make the Service available to Customer on a trial basis free of charge until the earlier of (i) the end of the free trial period for which Customer registered to use the Service, or (ii) termination of the Agreement. You acknowledge and agree that Taloflow will have no liability to you or any third party for any harm, damage, or liability arising out of or in connection with your use of the Service during a free trial period or after. Plans for the Cost Management service are available through monthly or annual subscriptions. Customer will pay the then-applicable fees for the Service for the Plan selected by Customer or as otherwise agreed to by the parties in writing (the “Fees”). FEES WILL BE AUTOMATICALLY CHARGED TO THE PAYMENT METHOD DESIGNATED BY CUSTOMER EACH MONTH OR YEAR, ON THE MONTHLY OR ANNUAL ANNIVERSARY DATE, AS APPLICABLE, UNTIL CUSTOMER CANCELS THE SUBSCRIPTION. CUSTOMER AGREES THAT TALOFLOW MAY CHARGE SUCH PAYMENT METHOD WITHOUT FURTHER AUTHORIZATION FROM CUSTOMER UNTIL CUSTOMER TERMINATES ITS SUBSCRIPTION OR EITHER PARTY TERMINATES THIS AGREEMENT AS PROVIDED HEREIN. Company reserves the right to change the Fees applicable to a Plan effective at the end of the then-current Subscription Term, upon at least fifteen (15) days prior notice to Customer (which may be sent by email).
(b) Poly. Taloflow requires the input of a valid invitation code to access the Poly service. Invitation codes for the Poly service are available exclusively through third party partners, typically constituting cloud vendors and managed service providers. If Customer is given access to the Poly service and Taloflow generates a Poly Report, Taloflow will make the Poly service available to Customer until the earlier of (i) the report availability period of 30 days, or (ii) the termination of these Terms.
(c) Payment Processing. Taloflow uses a third-party payment processing service to process all payments (“Payment Processing Provider”). Customer shall provide (upon registration for a Plan) either a valid credit card, or other acceptable method of electronic payment as approved by Taloflow, to Taloflow’s Payment Processing Provider and shall take all necessary steps to authorize automatic payment of Fees and any applicable taxes in advance on the applicable periodic basis (i.e., monthly or annually). Customer consents to the disclosure of its billing and payment information to such Payment Processing Provider. Customer agrees to promptly notify Taloflow of any change in account number, date of expiration or any other information necessary to ensure uninterrupted processing of the Fees. Any Fees not paid when due shall be considered delinquent and Taloflow reserves the right to suspend or terminate Customer’s access to the Service. Customer understands and agrees that access to or continued access to, the Service is contingent upon Taloflow receiving payment in full for all amounts due hereunder.
Except as expressly set forth in these Terms, all payments of Fees and Taxes under these Terms are non-cancelable and non-refundable.
Once you subscribe to a specific dimension for the Cost Management service on AWS Marketplace, you are agreeing that if your usage exceeds the limit for the dimension that Taloflow reserves the right to apply monthly overage fees to your account that shall be calculated by taking the difference between the current dimension and the appropriate dimension given the actual usage for the month on a full-month basis.
Taloflow collects and uses information provided to Taloflow by Customer, as well as technical and usage information generated through Customer’s and its authorized users’ use of the Service (“Use Data”). The information collected by Taloflow includes both personal information and non-personal information. Taloflow may aggregate Use Data with similar data provided by other customers of Taloflow, and anonymize the aggregated data so that it does not identify Customer or Customer’s authorized users (“Aggregated Anonymous Data“).
(a) Poly. If you are referred to the Poly service by a third party, typically constituting cloud vendors and managed service providers, you may be given an invitation code. By using the invitation code you are granting Taloflow permission to share your personal information and cloud usage data, analysis produced therefrom, feedback regarding third party products and services, and the Poly Report, with the referring party who provided the invitation code. The Poly service may provide you with alerts about pricing changes, performance information, email reminders about recommended actions and deployment strategies, access to cloud comparison reports and other comparison service-related information. The Poly service may also provide information to you relating to third party products or services, such as coupons, discounts and special offers (“Third Party Offers”).
The Poly service offers cloud comparison reports as an information product. Taloflow does not guarantee the accuracy of information provided by third parties, including but not limited to cloud vendors and managed service providers. Third parties may include information about cloud performance, special offers, incentives, or pricing. Taloflow is not responsible for and does not verify or warrant the accuracy or completeness of the information provided by vendors and the information may contain errors or omissions. NEITHER TALOFLOW, ITS AFFILIATES, NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS, OR LICENSORS (collectively, “Taloflow Parties”) MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, TO ANY ACTUAL OR PROSPECTIVE BUYER OF A CLOUD VENDOR’S CLOUD SERVICES, OR AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION ABOUT A CLOUD VENDOR. Taloflow may, but has no obligation to, correct any error or omission on the Site or Poly Report. Users must address all concerns, discrepancies and/or potential issues with the third party vendor prior to making a purchasing decision.
In the event that a cloud provider makes a material change to the frequency or timing, accessibility, information-content or availability of the billing and usage information generated from their platform, Taloflow may be unable to provide the Services and will notify Customer appropriately of changes or impact to the Services.
Except for the limited rights expressly granted to Customer herein, all rights, title and interest in and to any and all proprietary rights and intellectual property rights, including but not limited to copyright and patent rights, in the Services, including, without limitation, the underlying software, the Use Data, and the Aggregated Anonymous Data, will remain with and be the exclusive property of Taloflow. Customer agrees that nothing contained in these Terms shall be construed as granting any ownership rights to any Confidential Information disclosed by Taloflow to Customer pursuant to these Terms, or to any invention or any patent, copyright, trademark, or other intellectual property right in the Services.
As part of using the Services, Taloflow will provide you with the opportunity to provide comments, suggestions, or other feedback regarding your use of the Services. You agree that Taloflow will be free to use any feedback you provide for any purpose, and that Taloflow shall have no obligation to compensate you in any way for the receipt or use of such feedback.
Poly Report(s) cannot not be altered, copied, republished or redistributed without written permission from Taloflow. The analysis and/or Poly Report produced from the Poly service is available for a limited period of up to 30 days, after which time Taloflow has no obligation to provide access to the Poly Report or Poly service. YOU MAY NOT MAKE USE OF ANY ROBOTS, SPIDERS, OR SIMILAR DATA MINING, DATA GATHERING OR EXTRACTION TOOLS OR MANUAL PROCESSES TO COLLECT, GATHER OR COPY ANY CONTENT OR INFORMATION FROM THE POLY SERVICE.
Customer shall not, and shall not assist any third party to: (i) make, have made, use or sell for any purpose any product or other item using, incorporating or derived from any Confidential Information or the Services; (ii) modify, reverse engineer, decompile, create other works from, attempt to derive the source code from, or disassemble any software programs contained in the Confidential Information or the Services; (iii) access or attempt to access the Services by any means other than through the interface provided by Taloflow connection with the Services; or (iv) use the Services in violation of applicable laws, rules or regulations, or for fraudulent or illegal purposes, including the storage or transmission of content infringing the intellectual property rights of others.
You agree to: (i) keep your password and online ID secure and strictly confidential, providing it only to authorized users of your account; (ii) instruct each person to whom you give your online ID and password that he or she is not to disclose it to any unauthorized person; (iii) notify us immediately and select a new online ID and password if you believe your password may have become known to an unauthorized person; and (iv) notify us immediately if you are contacted by anyone requesting your online ID and password. When you give someone your online ID and/or online password, you are authorizing that person to access and use your account, and you are responsible for any and all transactions that person performs while using your account, even those transactions that are fraudulent or that you did not intend or want performed. You agree to indemnify and hold harmless Taloflow from and against any and all liability arising in any way from the access to and/or use of the Services by persons to whom you have provided your online ID and/or online password. In addition, you are solely responsible for your information technology infrastructure, including computers, servers, software, databases, electronic systems (including database management systems) and networks, whether operated directly by you or through the use of third-party services. You agree to abide by all applicable local, state, national, and international laws and regulations in connection with using the Services, including, without limitation, all laws regarding the transmission of technical data exported from the United States through the Service and all privacy and data protection laws, rules and regulations.
You agree to defend, indemnify and hold harmless Taloflow, its affiliates, licensors, officers, directors, employees and agents from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable attorney’s fees) made by a third party arising from: (i) your use of and access to the Site or Service; (ii) your violation of any provision of these Terms; (iii) your violation of any third-party right, including without limitation any copyright, property, or privacy right; or (iv) any content or materials you submit, post, upload, transmit or otherwise make available to or through the Service. This defense and indemnification obligation will survive termination or expiration of the Agreement and your use of the Taloflow Service.
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, YOUR USE OF THE SERVICES AND/OR THE BETA SERVICES IS AT YOUR SOLE RISK AND THE SERVICES AND BETA SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, TALOFLOW AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN ADVICE OR INFORMATION GIVEN BY TALOFLOW, ITS AGENTS OR EMPLOYEES WILL IN ANY WAY GIVE RISE TO A WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, TALOFLOW AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS DO NOT WARRANT THAT (I) THE SERVICES OR BETA SERVICES WILL MEET CUSTOMER’S REQUIREMENTS; (II) CUSTOMER’S USE OF THE SERVICE OR BETA SERVICE WILL BE TIMELY, UNINTERRUPTED, SECURE OR ERROR-FREE; (III) ANY INFORMATION CUSTOMER OBTAINS AS A RESULT OF USE OF THE SERVICE OR BETA SERVICE WILL BE ACCURATE OR RELIABLE; OR (IV) ANY DEFECTS OR ERRORS IN THE SERVICE OR BETA SERVICE WILL BE CORRECTED.
IN NO EVENT WILL TALOFLOW, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) OR FOR COSTS OF PROCURING SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SERVICES, THE SITE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF TALOFLOW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TALOFLOW’S TOTAL LIABILITY TO YOU, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED $50.00 OR THE ACTUAL AMOUNT CUSTOMER PAID TO TALOFLOW UNDER THESE TERMS (IF ANY) IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING ANY CLAIM MADE PURSUANT TO THESE TERMS.
SOME JURISDICTIONS PROHIBIT THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. TO THE EXTENT SUCH EXCLUSIONS OR LIMITATIONS ARE PROHIBITED BY APPLICABLE LAW, SOME OF THE EXCLUSIONS OR LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.
CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THE ALLOCATION OF RISK SET FORTH IN THIS SECTION 16 AND THAT TALOFLOW WOULD NOT ENTER INTO THESE TERMS WITH CUSTOMER WITHOUT THESE LIMITATIONS AND EXCLUSIONS OF LIABILITY.
For other than the U.S. Government as a party, these Terms shall be governed by and construed in accordance with the laws of the State of California. Any legal action or proceeding arising under these Terms or the Agreement will be brought exclusively in the state or federal courts located in the County of Los Angeles, California, and you and Taloflow hereby consent to the personal jurisdiction of and exclusive venue in the state and federal courts within the Country of Los Angeles with respect to any such litigation or dispute resolution. These Terms and the Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. In any dispute arising out of or related to these Terms or the Agreement, the prevailing party shall have the right to recover from the other party its reasonable attorneys’ fees and costs.
Customer hereby agrees that actual or threatened breach of these Terms will cause Taloflow irreparable damage for which recovery of monetary damages would be inadequate. In the event of any actual or threatened breach of these Terms by Customer, Taloflow shall be entitled to seek and obtain injunctive or other equitable relief under these Terms, as well as such further relief as may be granted by a court of competent jurisdiction, without proof of monetary damages and without posting of bond.
The Agreement and these Terms constitute the entire agreement between Taloflow and Customer with respect to its subject matter. The Agreement and these Terms may only be modified or amended with the express written consent of Taloflow. Customer acknowledges that it may be subject to additional terms or conditions of third parties associated with the use of affiliate services, third-party content, or third-party software.
If a court finds any provision of these Terms to be invalid or unenforceable, the remainder of these Terms shall be interpreted so as best to effect the intent of the parties. The failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
Taloflow may assign its rights and delegate its obligations under these Terms to any party. Customer shall not assign its rights or delegate its obligations under these Terms to any party without the prior written authorization of Taloflow.
If you have any questions, comments, or concerns about these terms, please contact us using the following contact information:
312 Arizona Ave
Santa Monica, CA 90401
Last Updated: September 18, 2020