These Terms and Conditions (“Terms”) govern your access to and use of the website, platform, applications, reports, alerts, customer portal, support services, and related services provided by Database Chex LLC (“Database Chex,” “Company,” “we,” “us,” or “our”).
By accessing or using the Services, creating an account, purchasing a subscription, assigning a license, connecting a database environment, or otherwise using Database Chex, you agree to these Terms.
If you do not agree to these Terms, you may not access or use the Services.
1. Definitions
For purposes of these Terms:
“Services” means the Database Chex website, application, platform, customer portal, monitoring features, reports, alerts, recommendations, support services, database health services, AI-assisted explanations, and related offerings.
“Customer,” “you,” or “your” means the individual, company, organization, or legal entity accessing or using the Services.
“Authorized User” means an employee, contractor, agent, or representative authorized by Customer to access or use the Services.
“Customer Environment” means the cloud, database, Azure, infrastructure, systems, subscriptions, tenants, resources, databases, configurations, and related technology environments owned, operated, or controlled by Customer.
“Customer Data” means data, information, files, content, credentials, configuration details, environment metadata, logs, support materials, and other information provided by Customer or processed by Database Chex on Customer’s behalf.
“Customer Environment Data” means database health signals, Azure SQL metadata, performance metrics, availability indicators, cost and utilization data, configuration information, security posture signals, alert history, and related information processed by Database Chex to provide the Services.
“Order Form” means an order, subscription agreement, statement of work, online checkout, marketplace transaction, invoice, or other ordering document that describes the Services purchased.
“Subscription Term” means the period during which Customer is authorized to use the purchased Services.
“Monitored Database” means a database selected, connected, licensed, or otherwise configured by Customer for monitoring, reporting, alerting, support, or related Database Chex Services.
2. Use of the Services
Database Chex provides database health, monitoring, reporting, alerting, cost, availability, performance, security posture, and support-related services.
The Services are designed to help Customers better understand the condition of supported database environments and identify issues that may require attention.
Database Chex may provide:
The specific Services available to Customer depend on the applicable subscription, package, license, order form, statement of work, or written agreement.
3. Eligibility and Authority
By using the Services, you represent and warrant that:
4. Account Registration and Security
To use certain Services, you may be required to create an account.
You agree to:
You are responsible for all activity that occurs under your account, including activity by your Authorized Users.
Database Chex is not responsible for unauthorized access caused by Customer-side misconfiguration, compromised credentials, weak access controls, or failure to manage Authorized Users.
5. Customer Responsibilities
Customer is responsible for:
Database Chex may provide insights, alerts, guidance, and recommendations, but Customer remains responsible for the operation, security, compliance, and management of its own Customer Environment.
Customer should not rely on Database Chex as its sole database administration, monitoring, alerting, security, backup, disaster recovery, compliance, or operational control.
6. Access to Customer Environments
To provide the Services, Database Chex may require access to certain Customer Environment information.
Customer may authorize access through methods such as:
Customer authorizes Database Chex to access, process, and use Customer Environment Data as reasonably necessary to provide the Services.
Database Chex will use Customer-authorized access only for the purpose of providing, maintaining, securing, supporting, improving, or troubleshooting the Services, or as otherwise authorized by Customer.
Customer is responsible for reviewing, approving, limiting, and revoking any permissions granted to Database Chex.
7. Microsoft Azure and Third-Party Platform Dependency
The Services may depend on Microsoft Azure, Azure SQL, Microsoft Entra ID, Azure Lighthouse, Azure Marketplace, cloud APIs, hosting providers, identity providers, payment processors, AI providers, and other third-party platforms or services.
Database Chex is not responsible for:
Database Chex may experience degraded functionality, delayed reporting, incomplete monitoring, or interrupted access when third-party platforms are unavailable, misconfigured, limited, changed, or degraded.
Customer acknowledges that some Services depend on third-party systems outside Database Chex’s control.
8. Data We Do Not Intentionally Require
Database Chex is designed to monitor database health, availability, performance, cost, configuration, and security posture.
As part of ordinary Services, Database Chex does not intentionally require access to:
Customer should not submit sensitive personal information, regulated data, production data exports, database backups, confidential source data, or full database contents to Database Chex unless specifically requested and authorized for a defined support, implementation, or remediation purpose.
Certain logs, query text, screenshots, support materials, diagnostic outputs, or error messages may contain Customer Data. If Customer provides or authorizes access to such information, Database Chex may use it only for the authorized purpose and in accordance with these Terms, the Privacy Policy, and any applicable customer agreement.
9. Licenses and Subscription Rights
Subject to these Terms and payment of applicable fees, Database Chex grants Customer a limited, non-exclusive, non-transferable, revocable right to access and use the Services during the applicable Subscription Term.
Unless otherwise stated in an Order Form, one Database Chex license applies to one Monitored Database.
Customer may not use a single license to monitor multiple databases.
Unless otherwise stated in writing:
If Customer exceeds its purchased usage, Database Chex may require Customer to purchase additional licenses, reduce usage, or pay applicable overage fees.
10. Free Trials, Free Plans, Pilots, and Beta Features
Database Chex may offer free trials, free plans, pilot programs, previews, beta features, or evaluation access.
Unless otherwise stated in writing:
Database Chex may convert, limit, or discontinue free trials, free plans, pilots, or beta features at its discretion, subject to applicable law and any written agreement.
11. Fees, Billing, and Payment
Customer agrees to pay all fees described in the applicable Order Form, invoice, online checkout, marketplace transaction, or subscription agreement.
Unless otherwise stated in writing:
If Customer purchases through a third-party marketplace, including Microsoft Azure Marketplace, the marketplace provider may process billing and payment. Marketplace terms may apply to billing, payment, taxes, renewals, refunds, and transaction administration.
Database Chex is not responsible for marketplace billing errors, third-party payment processing delays, failed payments, or billing issues caused by third-party platforms.
12. Subscription Renewal and Cancellation
Subscription terms, renewal periods, cancellation rights, and notice requirements will be stated in the applicable Order Form, subscription agreement, marketplace listing, or checkout process.
Unless otherwise stated in writing:
If Customer cancels or does not renew, access to the Services may end at the conclusion of the applicable Subscription Term.
13. Support and Service Levels
Database Chex may provide support based on Customer’s purchased subscription, package, order form, or written agreement.
Support may include:
Unless a separate written Service Level Agreement applies:
Database Chex may decline support requests that are outside the scope of the Services, unsafe, unlawful, unsupported, unauthorized, or dependent on customer-side access, systems, or third-party platforms outside Database Chex’s control.
14. Acceptable Use
Customer may not use the Services to:
Database Chex may suspend or terminate access if it reasonably believes Customer has violated this section.
15. Reports, Alerts, Recommendations, and Guidance
Database Chex may provide reports, alerts, health scores, findings, summaries, explanations, recommendations, and other guidance.
Customer understands and agrees that:
Database Chex provides insights and guidance to support decision-making, but the Services are not a substitute for Customer’s own operational, technical, security, compliance, or business judgment.
16. Remediation, Maintenance, and Support Actions
Where Customer purchases or authorizes remediation, maintenance, support, or service-backed assistance, Database Chex may provide guidance, scripts, recommendations, configuration changes, maintenance actions, or other support.
Unless otherwise agreed in writing:
Any professional services, custom work, implementation support, or managed service activities may be governed by a separate statement of work or written agreement.
Customer acknowledges that changes to production database environments may carry risk, including performance degradation, downtime, data loss, configuration issues, application errors, or unintended consequences. Customer remains responsible for approving, testing, validating, and accepting the risks of any authorized remediation or maintenance action.
17. High-Risk Use
The Services are not designed or intended to be the sole monitoring, alerting, security, backup, compliance, disaster recovery, or operational control for mission-critical or high-risk environments.
Customer may not rely on the Services as the only control for environments where failure could result in:
Customer is responsible for maintaining independent controls appropriate for its business, industry, risk profile, and regulatory obligations.
18. Artificial Intelligence and Automated Features
Database Chex may use artificial intelligence, machine learning, automation, or similar technologies to support certain Services, including plain-English explanations, summaries, recommendations, reports, support workflows, and issue classification.
Customer understands that AI-assisted outputs:
Database Chex does not permit third-party AI providers to use Customer Data submitted through the Services to train general-purpose models unless expressly disclosed and authorized.
Database Chex may use human review, technical review, or customer approval processes where appropriate.
19. Privacy and Data Protection
Database Chex’s collection and use of personal information is described in the Database Chex Privacy Policy.
By using the Services, Customer agrees that Database Chex may collect, use, process, retain, and disclose information as described in the Privacy Policy and these Terms.
Where Database Chex processes personal information on behalf of Customer, additional data processing terms may apply.
If a Data Processing Agreement is required, Customer may request one by contacting:
Customer is responsible for ensuring it has the legal right to provide Customer Data to Database Chex and to authorize Database Chex to process Customer Data for the Services.
20. Security
Database Chex uses administrative, technical, and organizational safeguards designed to protect the Services, personal information, and Customer Environment Data.
These safeguards may include:
No system is completely secure. Database Chex does not guarantee that unauthorized access, data loss, cyberattack, security incident, service interruption, or system failure will never occur.
Customer is responsible for securing its own systems, credentials, users, networks, cloud configurations, and database environments.
21. Confidentiality
Each party may receive confidential or proprietary information from the other party.
Confidential Information may include:
Each party agrees to:
Confidentiality obligations do not apply to information that:
22. Customer Data Ownership
Customer retains all ownership rights in Customer Data.
Database Chex does not claim ownership of Customer Data.
Customer grants Database Chex a limited right to access, use, process, transmit, store, display, and analyze Customer Data as necessary to:
Database Chex may use aggregated, anonymized, or de-identified data for analytics, benchmarking, product improvement, security, and business purposes, provided such data does not identify Customer or any individual.
23. Database Chex Intellectual Property
Database Chex owns all rights, title, and interest in and to the Services, including:
Except for the limited right to use the Services during the Subscription Term, Customer receives no ownership interest in Database Chex intellectual property.
Customer may not copy, reproduce, distribute, modify, reverse engineer, or create derivative works from the Services except as expressly permitted in writing.
24. Feedback
If Customer provides ideas, suggestions, enhancement requests, recommendations, or feedback, Database Chex may use that feedback without restriction or obligation.
Customer grants Database Chex a perpetual, irrevocable, worldwide, royalty-free right to use feedback to improve, develop, market, and operate the Services.
25. Third-Party Services
The Services may integrate with or rely on third-party services, including cloud providers, hosting providers, payment processors, analytics tools, communication tools, AI providers, customer support platforms, and marketplace providers.
Database Chex is not responsible for third-party services that it does not control.
Customer’s use of third-party services may be governed by separate terms and privacy policies.
Database Chex does not guarantee the availability, performance, security, or functionality of third-party services.
26. Service Availability
Database Chex will use commercially reasonable efforts to provide reliable Services.
However, the Services may be unavailable, interrupted, delayed, degraded, or limited due to:
Unless a separate written Service Level Agreement applies, Database Chex does not guarantee uptime, availability, response times, resolution times, or uninterrupted access.
27. Suspension
Database Chex may suspend Customer’s access to the Services if:
Database Chex will use reasonable efforts to provide notice where practical, but may suspend access immediately if necessary to protect the Services, Customer, Database Chex, or third parties.
28. Termination
Either party may terminate Services as described in the applicable Order Form or written agreement.
Database Chex may terminate or suspend access immediately if Customer materially breaches these Terms and fails to cure the breach within a reasonable period after notice, or if immediate termination is necessary due to security, legal, payment, or operational risk.
Upon termination:
29. Disclaimers
The Services are provided on an “as is” and “as available” basis, except as expressly stated in a written agreement.
To the maximum extent permitted by law, Database Chex disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of:
Database Chex does not warrant that:
30. Limitation of Liability
To the maximum extent permitted by law, Database Chex will not be liable for:
To the maximum extent permitted by law, Database Chex’s total liability arising out of or relating to the Services or these Terms will not exceed the amount Customer paid to Database Chex for the Services giving rise to the claim during the six months before the event giving rise to liability.
For free trials, free plans, pilots, beta features, or evaluation access, Database Chex’s total liability will not exceed $100.
Some jurisdictions do not allow certain limitations of liability, so some limitations may not apply.
31. Indemnification
Customer agrees to defend, indemnify, and hold harmless Database Chex, its officers, directors, employees, contractors, affiliates, and agents from claims, damages, liabilities, losses, costs, and expenses arising out of or related to:
Database Chex will provide reasonable notice of any indemnifiable claim and may participate in the defense with counsel of its choosing.
32. Export Compliance and Restricted Use
Customer may not use, export, re-export, or transfer the Services in violation of applicable export control, sanctions, or trade laws.
Customer represents that it is not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive sanctions, and is not listed on any restricted party list.
33. Publicity
Database Chex may not use Customer’s name, logo, or trademarks in marketing materials without Customer’s prior written permission, unless otherwise agreed in an Order Form or written agreement.
Customer may not use Database Chex’s name, logo, or trademarks without prior written permission.
34. Changes to the Services
Database Chex may modify, update, improve, discontinue, or replace features of the Services from time to time.
Database Chex will use reasonable efforts to avoid materially reducing core paid functionality during an active Subscription Term, unless changes are necessary for security, legal, operational, or third-party provider reasons.
35. Changes to These Terms
Database Chex may update these Terms from time to time.
When we update these Terms, we will revise the “Last Updated” date above. If changes are material, we may provide additional notice through the website, email, customer portal, or other reasonable means.
Continued use of the Services after updated Terms become effective means Customer accepts the updated Terms.
36. Governing Law and Venue
These Terms are governed by the laws of the State of Florida, without regard to conflict of law principles.
Unless otherwise required by law or agreed in writing, the parties agree that any dispute arising out of or relating to these Terms or the Services will be brought in the state or federal courts located in Florida.
Customer consents to personal jurisdiction and venue in those courts.
37. Dispute Resolution
Before filing a claim, the parties agree to attempt to resolve disputes informally.
A party must provide written notice describing the dispute, the relief requested, and relevant facts. The parties will then attempt in good faith to resolve the dispute within 30 days.
If the dispute is not resolved, either party may pursue available legal remedies, subject to these Terms.
Database Chex may seek injunctive or equitable relief at any time to protect its intellectual property, Confidential Information, systems, security, or Services.
Optional attorney review item: Database Chex may choose to add binding arbitration, class action waiver, jury trial waiver, or small-claims procedures. Those provisions should be reviewed by counsel before publishing.
38. Force Majeure
Database Chex will not be liable for delays, failures, or interruptions caused by events beyond its reasonable control, including:
39. Assignment
Customer may not assign or transfer these Terms or its rights under the Services without Database Chex’s prior written consent.
Database Chex may assign these Terms in connection with a merger, acquisition, corporate reorganization, sale of assets, financing, or change of control.
40. Notices
Database Chex may provide notices through:
Customer may send legal notices to:
Database Chex LLC
15310 Amberly Dr, Suite 250
Tampa, Florida 33647
United States
Email: support@databasechex.com
41. Order of Precedence
If there is a conflict between these Terms and another agreement, the following order will generally apply unless otherwise stated in writing:
The Privacy Policy governs privacy practices. A Data Processing Agreement, if applicable, governs the processing of personal data on behalf of Customer.
42. Severability
If any provision of these Terms is found unenforceable, the remaining provisions will remain in full force and effect.
The unenforceable provision will be interpreted or replaced to best accomplish the original intent to the maximum extent permitted by law.
43. Waiver
Failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.
A waiver must be in writing and signed by the party granting the waiver.
44. Entire Agreement
These Terms, together with the Privacy Policy, applicable Order Forms, Data Processing Agreements, statements of work, and written agreements, constitute the entire agreement between Customer and Database Chex regarding the Services.
They supersede prior or contemporaneous understandings, communications, or agreements regarding the Services, unless otherwise stated in a signed written agreement.
45. Contact Information
Questions about these Terms may be sent to:
Database Chex LLC
15310 Amberly Dr, Suite 250
Tampa, Florida 33647
United States
Email: support@databasechex.com
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