66degrees Holdings, LLC (“66degrees”) provides the Overwatch Monitoring Solution (“Services”) through the Google Cloud Marketplace to the entity or person (“Client” or “you”) agreeing to this End User License Agreement (“EULA”) and govern Client’s access to and use of the Services. By continuing to use the Services, Client agrees to be bound by the terms set forth herein.

1. Description of Services

1. The Services provided include a monitoring and alerting solution that provides insights to cloud service and infrastructure performance.
2. Client may procure the Services through the Google Cloud marketplace and run the Services in their own Google Cloud environment.
3. Client agrees to pay all fees charged by the Google Cloud Marketplace in association with procuring the Services.
4. Client understands and agrees that the Services will automatically provision Google Cloud resources that will incur costs on Client’s behalf and that Client is solely responsible for all Google Cloud costs associated with the Services. Client agrees to ensure the costs of the Google Cloud resources are acceptable prior to using the Services.
5. 66degrees may provide support for the Services, which includes advisory guidance on updating and customizing configurations and troubleshooting performance issues.
6. Client will email care@66degrees.com to contact 66degrees’ support and to set up a support portal account, found at https://care.66degrees.com.
7. 66degrees may from time to time in its sole discretion develop and provide Service updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that 66degrees has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality.

2. Licenses

a. License Grant. Subject to the terms of this EULA, 66degrees grants you a limited, revocable, non-exclusive, and nontransferable license to download, install, and use the Services for your non-commercial internal business purposes strictly in accordance with this EULA and the Services’ documentation.

b. License Restrictions. Client shall not:

1. copy the Services, except as expressly permitted by this license;
2. modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Services;
3. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Services or any part thereof;
4. remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Services, including any copy thereof;
5. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services, or any features or functionality of the Services, to any third party for any reason; or
6. remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Services.

c. Reservation of Rights. Client acknowledges and agrees that the Services are provided under license, and not sold, to the Client. Client does not acquire any ownership interest in the Services under this EULA, or any other rights thereto other than to use the Services in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this EULA. 66degrees reserves and shall retain its entire right, title, and interest in and to the Services, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to the Client in this EULA.

3. Terms and Conditions

a. Google Cloud and Maps Platforms: Client agrees to the Google Cloud Platform Terms of Service and Google Maps Platform Terms of Service that are available, and updated periodically, at the following links: https://cloud.google.com/terms and https://cloud.google.com/maps-platform/terms, respectively. Client acknowledges and agrees that the Google Cloud Platform and Google Maps Platform are not provided by 66degrees, and 66degrees shall have no responsibility or liability for the same. Client is solely responsible and liable for its own compliance with any applicable Google Cloud Platform and/or Google Maps Platform terms. 66degrees PROVIDES NO REPRESENTATIONS, WARRANTIES, OR COVENANTS RELATED TO THE GOOGLE CLOUD PLATFORM AND/OR GOOGLE MAPS PLATFORM AND DISCLAIMS ALL LIABILITY RELATED TO THE USE OR INABILITY TO USE THE GOOGLE CLOUD PLATFORM AND/OR GOOGLE MAPS PLATFORM, INCLUDING CLIENT’S USE THEREOF.

b. Google Cloud and Maps Platform Technical Support: Client agrees to the Google Cloud Platform and Google Maps Platform Technical Support Services Guidelines that are available, and updated periodically, at the following links: https://cloud.google.com/terms/tssg and https://cloud.google.com/maps-platform/terms/tssg, respectively. Client acknowledges and agrees that neither Google Cloud Platform Technical Support Services (including GPE) nor Google Maps Platform Technical Services (collectively referred to herein as “Google Support”) is provided by 66degrees, and 66degrees shall have no responsibility or liability for the same. Client is solely responsible and liable for its own compliance with any applicable Google Support terms. 66degrees PROVIDES NO REPRESENTATIONS, WARRANTIES, OR COVENANTS RELATED TO GOOGLE SUPPORT SERVICES AND DISCLAIMS ALL LIABILITY RELATED TO THE USE OR INABILITY TO USE THE GOOGLE SUPPORT SERVICES, INCLUDING CLIENT’S USE THEREOF.

c. Term and Termination: The term of this EULA commences when you begin using the Services and will continue in effect until terminated by you or 66degrees as set forth in this Section. You may terminate this EULA by ceasing to utilize the Services and removing all copies thereof from your Devices. 66degrees may terminate this EULA at any time without notice (including if 66degrees stops offering the Services). In addition, this EULA will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this EULA. Termination will not limit any of 66degree’s rights or remedies at law or in equity. Upon termination:

• all rights granted to you under this EULA will also terminate; and
• you must cease all use of the Services and delete all copies of the Services from your Devices and account.

d. Limitation of Liability. THE MAXIMUM LIABILITY OF EACH PARTY, ITS DIRECTORS AND OFFICERS TO THE OTHER PARTY FOR DIRECT DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND THE OTHER PARTY’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO $10,000. IN NO EVENT SHALL 66degrees, ITS DIRECTORS, EMPLOYEES, AGENTS OR OFFICERS BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, MULTIPLE, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS EULA OR THE SERVICES PROVIDED, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

e. Indemnification. You agree to indemnify, defend, and hold harmless 66degrees and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to your use or misuse of the Services or your breach of this EULA.

f. Governing Law and Venue: This EULA is governed by Illinois law. For any dispute arising out of or relating to this EULA, the parties consent to personal jurisdiction in, and the exclusive venue of, the courts in Cook County Illinois.

g. Entire Agreement. This EULA and our Privacy Policy constitute the entire agreement between you and 66degrees with respect to the Services and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Services.

h. Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this EULA and any applicable purchase or other terms, the terms of this EULA shall govern with respect to the Services.

i. Export Regulation. The Services may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Services to, or make the Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services available outside the US.

j. Severability. If any provision of this EULA is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this EULA will continue in full force and effect.