Terms of Subscription

Last Updated: January 4th, 2022

I. Presentation of the Terms of Subscription

I. A. Definitions

Capitalized words used in the Terms of Subscription that are not otherwise defined below have the meaning set forth in the Terms of Use:

"Add-On(s)" mean(s) Blackfire's additional services as described on the Website and provided to Users on demand;

"Client" means the legal or natural person subscribing to the Service for professional purposes. A Client may or may not be a User;

"Integration Partners" mean third-party companies, as such as hosting platforms, offering specific or bundled service which may be directly or indirectly related to Blackfire;

"Term" means the monthly or yearly duration selected by the Client during which the Client is authorized to access and use the Service according to a Paying Plan;

"Terms of Subscription" means these terms and conditions applicable to any Subscription of Paying Plans;

"Terms of Use" mean Blackfire Service's terms and conditions of use for any User accessible at https://blackfire.io/terms-of-use.

I. B. Scope of the Terms of Subscription

The Terms of Subscription are provided by Platform.sh SAS, a French company registered with the Paris Trade and Companies Register under the number 521 496 059, whose registered office is located at 131 boulevard de Sebastopol, 75002 Paris, FRANCE and apply to any Subscriptions to a Paying Plan.

The Clients acknowledge that they have read and understood the Terms of Subscription and agree to be bound by such terms.

The Terms of Subscription, the Terms of Use and Blackfire's privacy policy (https://blackfire.io/privacy) are an integral part of Blackfire's terms and conditions. In case of conflict between the Terms of Use and the Terms of Subscription, the latter shall prevail.

I. B. Updates of the Terms

The Terms of Subscription may be subject to occasional changes. We may, in our sole discretion, update the Terms of Subscription at any time and without prior notice. For the existing Client, the changes shall take effect after the renewal of the Term.

The most recent version of the Terms of Subscription is available at https://blackfire.io/terms-of-subscription. This page also displays the "Last Updated" posting date at the top of the Terms of Subscription.

II. Financial terms for Paying Plans

II. A. Subscriptions and Paying Plans

The Service is delivered as a software as a service (SaaS). The Service is provided in full or in part, according to the Plan subscribed to by the Client.

Subscription to a Paying Plan of the Service is made directly online via the Website or offline by contacting Blackfire.

The Client may subscribe to the following Paying Plans:

  • Profiler plan with the features and the number of User(s) described on the Website; or
  • Premium plan with the features and the number of User(s) described on the Website; or
  • Enterprise plan with the features and the number of User(s) described on the Website.

Additionally to a Premium or Enterprise plan, the Client may subscribe to the Monitoring + Alerting feature.

Additional Paying Plans may be subscribed to and paid for via Integration Partners as described in the article II. G. of the Terms of Subscription.

All paid Subscription upgrades and downgrades are available via the User's account billing page: https://blackfire.io/my/settings/billing

Add-Ons may be subscribed to additionally to Paying Plans. Those grant additional, optional features to the Paying Plans.

II. B. Fees, billing, and payment of Paying Plans

Applicable fees for the use of the Service through Paying Plans are displayed in euros or US dollars (with taxes, if applicable).

Payments of the fees for Paying Plans shall be made:

  • Online by You using the Recurly Inc. service via the pages provided by Blackfire, with any of the accepted credit cards. Invoices are sent to the Client by email and remain accessible from the Account at any time during the Term;
  • Offline via wire transfer to the Blackfire bank account details provided by the Blackfire team. Corresponding invoices are sent to the Client by email and a copy can be requested to the Blackfire team at any time during the Term.

The Client is responsible for all currency conversion fees, wire transfer fees and similar bank payment charges. The Payment of fees must be made net of all transaction fees.

All fees due under the Terms of Subscription are payable in advance, on a monthly or yearly basis Term, at the Subscription anniversary day.

Blackfire shall not grant any refunds or credits for partial months of Service, upgrade/downgrade refunds, or refunds for months unused with an open Account.

II. C. Paying Plans changes

You may at any time decide to change your Paying Plan. Any change toward a lower Paying Plan is applicable at the end of the current Term, whereas any upgrade is applicable immediately.

When switching from a monthly billing Term to a yearly billing Term, Blackfire shall immediately bill You for the full year discounted by the prorated Paying Plan costs for the remaining time in the current Term.

Upgrading to the Enterprise plan in SaaS may be done online via the Website or via an offline selling process, by contacting directly the Blackfire sales representatives. The Enterprise plan features and other capacities shall be enabled directly by Blackfire for the Accounts specified in the offline order process.

II. D. Add-Ons

Add-Ons are not mandatory for the use of Paying Plans. A Paying Plan is mandatory to subscribe to an Add-On.

It is possible to subscribe to an Add-On at the same time than a Paying Plan, or during a Paying Plan's Subscription Term. The Subscription to an Add-On is applicable immediately. Any Add-On Subscription fee happening during a Term shall be prorated for the time remaining in the current Term.

Add-On Subscription cancellation is applicable at the end of the current Term. It is possible to cancel the Subscription to an Add-On, while renewing a Paying Plan Subscription.

II. E. Modifications to the Service and Prices

You understand and agree that Blackfire may, at its sole discretion, change Plans prices or access to features. Blackfire shall notify You of such changes via your Account e-mail address and may additionally communicate on such changes via the Website or Service. Any such price or access modifications shall be effective by the end of the Term for the Clients, i.e after the renewal of the Subscription.

II. F. Promotional operations

Blackfire may, at its sole discretion, grant discounts via the use of coupon codes or free trial periods of Paying Plans to valid Accounts. You understand and agree that Blackfire may, at its sole discretion, interrupt or cancel any of these promotional operations with no further claim from You.

II. G. Integration Partner Plans

Integration Partner Plans features, Content and Content storage capacities may differ from those available in Plans available on the Website.

The Integration Partner is solely responsible for defining and charging any fee related to the use of the Service within its offerings.

Any billing issue related to Integration Partner Plans should be addressed to the Integration Partners.

II. H. Subscription's termination

At the end date of the Term, the:

  • online Subscription to Paying Plans shall be automatically renewed at the anniversary day for the same duration as the initial Subscription. Online Paying Plans may be terminated at the Client's request from the Website;
  • offline Subscription to Enterprise's Paying Plans shall be automatically renewed at the anniversary day for the same duration as the initial Subscription, unless the Client provides Blackfire with a written notice of its willingness not to renew at least sixty (60) days prior to the end of the current Term.

In case of termination, We may downgrade your Account to the Hack Plan, and disable any of the Paying Plan features or capacities. You understand that this may result in irrevocable loss of Content, or Service unavailability, in part or in full.

You are solely responsible for properly terminating your Subscription. Blackfire shall not consider cancellations by email or phone request. Your Subscription must be canceled via your Account Billing page. The termination shall be effective at the end of the Term.

All of your Content obtained via the use of Paying Plan features shall be immediately deleted from the Service upon the Paying Plan Subscriptions termination or downgrade. This information may not be recovered once your Subscription is terminated or downgraded.

II. I. Sponsored projects

From time to time, at our sole discretion, we may sponsor selected customer projects that are non-commercial open source projects providing core contributions to the open source community and that are not funded by commercial companies or organizations (NGO, educational, research, or governmental). Such projects must comply with the current Terms regardless of whether they pay for the Services or not. Our sponsorships are limited in time and can include limited features, at our sole discretion. We review all sponsored projects from time to time and may decide to terminate, without prejudice, the Blackfire Services at our sole discretion.

We may announce on our own media presence, both online and offline, regarding such sponsored projects, and kindly ask the sponsored site to communicate the same (at least once) over its social media presence (Twitter, mailing list, etc).

If such eligible customer project is a registered non-profit organization in the US or Germany, it is also expected to provide paperwork to register an in-kind donation to the organization of the equivalent price of the service, for the non-profit organization’s tax purposes.

III. Liabilities, Disclaimer and Warranties

Blackfire provides the Service without warranty, whether express or implied.

The Service shall never replace the security functions and the duties of Clients related to security.

Subject to Subscription to the Service concerned, Blackfire's assistance is provided only for the use of the Service. The information provided by Blackfire does not constitute advice, whether commercial, financial, legal or otherwise.

Blackfire does not warrant that the Service shall enable Clients to achieve the desired results or achieve desired objectives. More generally, Blackfire does not warrant that Subscription to the Service and shall improve the performance of Clients' business.

You understand and agree that Blackfire shall not be held liable for any direct or indirect damage, cost of procurement of extra or substitute products or services incurred by the access to, or impossibility to access to the Service, the use of, or impossible use of the Software and the availability, or unavailability of the Service.

Blackfire reserves the right to temporarily interrupt access to the Service to carry out technical maintenance or improvements to the Service. No temporary interruption of the Service shall give rise to any payment of compensation to Clients.

You understand and agree that Blackfire does not warrant that the Service shall meet your specific needs, requirements and expectations, the Service shall provide access to error-free and perfectly accurate data, the transmission of data from your servers or local machine shall ensure a complete delivery and any issue or flaw detected in the Service shall be corrected.

You shall hold harmless (including reasonable attorneys' fees) Blackfire, their affiliated companies, their principals, agents, administrators, and employees from and against any claim by any Third-Party arising out of or connected with the use of the Service, and more generally, the violation of applicable law.

You act as an independent entity and, therefore, are responsible for all risks of your business. You are solely responsible for the Subscription, information on the Content and files sent, distributed or collected, as well as for their operation and updating.

You warrant to use the Service pursuant to the Terms of Subscription.

Depending on the Paying Plan, You warrant to respect the number of authorized Users and authorized environments that You subscribe for.

You are responsible for your authorized Users' access to and use of the Service, for obtaining and maintaining all necessary equipment to access to the Service and ensuring that such equipment is compatible with the Service.

You warrant Blackfire (and its affiliates and subsidiaries and their officers, directors, employees and agents) against any claim or lawsuit, including reasonable attorney's fees, made by a third party as a result of the breach of the Terms of Subscription, the misuse of the Service (including by authorized Users) or the violation of any law or the rights of a third party.

The Client agrees to use the Service pursuant to applicable laws and regulations.

To use and improve the Service, Blackfire may recommend technical requirements or certain configurations. Clients are responsible for following these technical requirements or recommendations. Clients are solely responsible for the use and implementation of means to ensure the security, protection and backup of their equipment, their Content and Software. As such, Clients undertake to take all appropriate measures to protect their Content. Clients undertake not to commit any act which could jeopardize the security of the Service.

Blackfire shall not be liable for any damages arising out of the use of the Service if the Software is installed on a production server. Blackfire may only be held liable for the damage it has directly and exclusively caused, without any joint nor several liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BLACKFIRE SERVICE (INCLUDING FOR THE HACK PLAN) IS PROVIDED AND LICENSED AS IS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. BLACKFIRE DOES NOT WARRANT THAT THE USE OF THE SERVICE SHALL BE UNINTERRUPTED OR ERROR-FREE.

In any case, the liability of Blackfire is expressly limited to the amount You paid for using the Service during the last twelve (12) months.

IV. Termination

Without prejudice of the article II.H, the Terms of Subscription may be terminated by a Party for cause immediately if (a) the other Party ceases to do business, or otherwise terminates its business operations; or (b) the other Party materially breaches any material provision of the Terms of Subscription and fails to cure such breach within thirty (30) days of written notice describing the breach.

Upon termination of the Terms of Subscription, regardless of the reason, You may not access the Service (except for the Service's features provided with Hack Plan) and your Account shall be deleted, along with your data and Content immediately after the termination date.

V. Force Majeure

Neither Party shall be liable to the other Party for any failure or delay in performance caused by reasons beyond their reasonable control to the extent the occurrence is caused by fires, floods, epidemics, famines, earthquakes, hurricanes and other natural disasters, regulation or acts of any civilian or military authority or act of any self-regulatory authority, wars, terrorism, riots, civil unrest, sabotage, theft or other criminal acts of third parties.

VI. Miscellaneous

Notification. All notifications within the context of the Service must be sent to the addresses specified in the Terms of Subscription, or by any means that shall prove reception of the notification.

Severability, Waiver, Disability. The Terms of Subscription, Terms of Use and the Privacy Policy constitute the entire agreement between Clients and Blackfire regarding the Service. No waiver by Blackfire of any default or provision hereof shall be deemed a waiver of any subsequent default or provision. If one or more clauses of the Terms of Subscription are declared invalid, the rest of the clauses shall retain their full force and effect. In this case, the Parties shall, if possible, replace the canceled clause with a valid clause in line with the spirit and purpose of the Terms of Subscription.

Right of withdrawal. In accordance with the French Consumer Code, the right of withdrawal is not applicable to the Service provided by Blackfire insofar as they are exclusively intended for professional Clients and are part of their commercial activity.

Relationship between the Parties. Under no circumstances shall the Terms of Subscription be considered as establishing a de facto or joint-stock company between the Parties or any other situation entailing any mutual or joint representation between them with regard to third parties. The Terms of Subscription shall not create any relationship of subordination between the Parties.

Intuitu personae. Clients are strictly prohibited from assigning all or part of their rights and obligations under the Terms of Subscription.

Communication. Unless otherwise stipulated in writing, Blackfire is authorized by Clients to name them on any document, electronic or otherwise, as a reference.

VII. Governing Law

The Terms of Subscription are governed by French law.

TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, PARIS COURTS SHALL HAVE EXCLUSIVE JURISDICTION OVER ALL DISPUTES ARISING OUT OF THE VALIDITY, INTERPRETATION, PERFORMANCE AND/OR BREACH OF THE TERMS OF SUBSCRIPTION AND OF THE SERVICE, REGARDLESS OF PLURALITY OF DEFENDANTS OR INDEMNIFICATION PROVISIONS.