Effective Date: August 09, 2024
This Master SaaS Agreement (“Agreement”) is entered into by and between StackBooster Corporation, a Delaware corporation with a registered address at 8 The Green #21543, Dover, DE 19901, USA (“StackBooster”, “we”, “us”), and the business entity identified as Customer in the applicable Order Form (“Customer”, “you”).
This Agreement governs access to and use of the StackBooster Kubernetes autoscaling and cost-optimization platform (the “Platform”).
This Agreement establishes the legal framework under which StackBooster provides Customer with access to its AI-driven Kubernetes operations, autoscaling, and infrastructure optimization services, as specified in one or more Order Forms.
Commercial terms—including subscription scope, pricing, metrics, term, support level, and payment schedule—are defined in the applicable Order Form, which is incorporated by reference and forms part of this Agreement.
StackBooster provides a cloud-based software platform that automates Kubernetes cluster scaling, workload right-sizing, infrastructure optimization, and spot instance management through software agents deployed into Customer-controlled Kubernetes environments.
Services may include:
All services are delivered on a software-as-a-service (SaaS) basis.
Customer is responsible for installing and maintaining the StackBooster Agent in its Kubernetes clusters according to the Documentation. The Agent operates under least-privilege permissions and collects operational telemetry required for Platform functionality.
Customer acknowledges that Platform behavior may depend on third-party cloud providers (including AWS, Azure, or GCP), Kubernetes distributions, and APIs outside StackBooster’s control. StackBooster is not responsible for outages or limitations caused by such dependencies.
Subject to this Agreement and the applicable Order Form, StackBooster grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Platform solely for Customer’s internal business operations during the Subscription Term.
Customer may authorize employees and contractors to access the Platform, provided Customer remains responsible for their compliance.
Customer acknowledges that:
Customer retains full responsibility for infrastructure configuration, capacity decisions, and workload outcomes. StackBooster provides automation tooling, not operational guarantees.
Customer agrees to:
Customer shall not use the Platform for unlawful activity, abuse, or prohibited data processing.
StackBooster targets 99.8% monthly availability for core Platform services, excluding:
SLA credits, if applicable, are Customer’s sole remedy and are governed by the Service Level Agreement referenced in the Order Form.
Fees are specified in the Order Form and are:
Invoices are payable net 30 days unless otherwise specified. StackBooster may suspend access for overdue payments after written notice.
All fees exclude taxes. Customer is responsible for all applicable taxes except those based on StackBooster’s income.
The Platform collects operational telemetry (“Service Data”) from Customer environments strictly for:
Service Data does not include application payloads or business data.
Personal data, if any, is processed under the Data Processing Addendum (DPA), incorporated by reference. StackBooster implements industry-standard security controls including encryption, access controls, and secret handling.
Customer Content is not used to train machine-learning models by default. Aggregated, anonymized Service Data may be used to improve Platform performance.
StackBooster retains all rights to the Platform, Agent, Service Data, and related intellectual property. The Platform is licensed, not sold.
Customer retains ownership of Customer Content and grants StackBooster a limited license to process it solely for service delivery.
Customer grants StackBooster a perpetual, royalty-free license to incorporate feedback into its products.
Each party shall protect the other’s Confidential Information using reasonable care and use it solely for purposes of this Agreement. Confidentiality obligations survive for three (3) years after termination.
StackBooster will defend Customer against third-party claims alleging that the Platform infringes intellectual property rights, subject to customary exclusions.
Customer will indemnify StackBooster against claims arising from Customer Content, misuse, or violation of law.
Except for excluded liabilities:
This Agreement remains effective for the Subscription Term specified in the Order Form.
Either party may terminate for material breach not cured within 30 days. Customer may not terminate for convenience.
Upon termination:
Customer may not assign this Agreement without StackBooster’s prior written consent.
Customer agrees to comply with U.S. export control laws and applicable international regulations.
This Agreement is governed by the laws of the State of Delaware, USA. Exclusive jurisdiction lies in Delaware courts, unless mandatory local law applies.
This Agreement, together with all incorporated documents (Order Forms, DPA, AUP, Privacy Policy), constitutes the entire agreement between the parties and supersedes all prior communications.
Execution of an Order Form constitutes acceptance of this Agreement.
