Terms and Conditions
TERMS AND CONDITIONS
Effective Date: July 15, 2021
IMPORTANT – PLEASE READ THESE TERMS AND CONDITIONS (“AGREEMENT”) CAREFULLY BECAUSE THEY ARE A
LEGALLY BINDING AGREEMENT WITH PUBNUB INC. (“PUBNUB”). BY ACCESSING AND/OR USING THE PUBNUB
SERVICES, OR BY CLICKING ON THE "SIGN UP NOW" OR SIMILAR BUTTON WHICH REFERENCES THIS AGREEMENT, OR
BY SIGNING AN ORDER FORM WHICH INCORPORATES THIS AGREEMENT BY REFERENCE, CUSTOMER AGREES ON BEHALF
OF AN INDIVIDUAL AND/OR LEGAL ENTITY (“CUSTOMER”) TO BE LEGALLY BOUND BY ALL THE TERMS OF THIS
PUBNUB MAY UPDATE THE PUBNUB SERVICES AND PUBNUB SOFTWARE AT ANY TIME IN ITS SOLE DISCRETION.
- “Affiliate” shall mean with respect to a party, any person or entity
which directly or indirectly controls, or is controlled by, or is under the common
control with such party, through majority ownership of fifty percent (50%) or more of
the voting securities or equity interests.
- "Authorized User" shall mean the Customer's employees or consultants
who are authorized by Customer to access and use the PubNub Services in accordance with
this Agreement. Customer shall ensure that all Authorized Users comply with the terms of
this Agreement, and Customer shall be liable for any of its Authorized Users’ breach
- "Customer Data" shall mean data that is published, uploaded, or
submitted by Customer or its Authorized Users or end users to the PubNub Services.
- "Customer Software" shall mean the Customer-provided object and source
code software used to access the PubNub Services.
- "Documentation" shall mean PubNub’s usage guidelines and standard
technical documentation for the PubNub Services or PubNub Software, as updated by PubNub
from time to time.
- “Order Form” shall mean an order to access the PubNub Services or
related services governing the pricing, executed by the parties and that references and
is governed by this Agreement.
- "PubNub Admin Portal" shall mean the section of the PubNub website
which is password protected, allowing the Customer to configure account settings,
purchase other PubNub Services, and view analytics about their usage of the PubNub
Services, located at https://admin.pubnub.com.
- "PubNub Pricing Page" shall mean the PubNub web page located at www.pubnub.com/pricing/ which
includes the pricing and pricing plans for the PubNub Services.
- "PubNub Services" shall mean the various product and service offerings
of PubNub, as described in the Documentation, including any updates thereto made by
PubNub from time to time and further described at: www.pubnub.com/docs/transaction-classification.
- “PubNub Software” shall mean the PubNub-provided object and source code
software that is designed to be embedded within the Customer Software to facilitate the
use of and access to the PubNub Services.
- "Service Period" shall mean one month or any other period specified in
an Order Form, and includes any renewals.
- “Service Level Agreement” means the PubNub Service Level Agreement, the
current version of which is at www.pubnub.com/SLA.
- “Support Service” means the service provided pursuant to the PubNub
Support Service Agreement, the current version of which is at www.pubnub.com/support-agreement.
- Licenses Grants.
- Subject to payment of applicable fees and compliance with this Agreement, PubNub grants
to Customer a non-exclusive, non-transferable, non-sublicensable, revocable, limited
license during the purchased Service Period to use the PubNub Services and PubNub
Software as described in the Documentation or this Agreement.
- PubNub shall have a non-exclusive, non-transferable, worldwide, perpetual, irrevocable
license to collect, analyze or use anonymized statistical and aggregated data relating
to its delivery of the PubNub Services and PubNub Software, solely for the development,
tuning, and scaling of the PubNub Services and PubNub Software, including reports for
internal use purposes as well as reports available to the Customer, which may be offered
at an additional cost.
- PubNub acts solely as a network transport, and does not actively filter or inspect
Customer Data sent by Customer or Customer's end users, unless requested by the Customer
or if PubNub reasonably suspects or becomes aware of use of the PubNub Services or
PubNub Software in contravention of the Documentation or this Agreement.
- License Restrictions.
- Except as specifically provided in this Agreement, the license grant under this
Agreement does not permit Customer, its Authorized Users, or a third party (directly or
indirectly, in whole or in part) to:
(l) interfere with or disrupt the integrity or performance of the PubNub Services (or
third-party data contained therein) or the PubNub Software; and/or
(a) reverse engineer or attempt to derive the source code from or create derivative
works of the PubNub Services or PubNub Software;
(b) sublicense, distribute or pledge the PubNub Services or PubNub Software;
(c) access, use, or copy any portion of the PubNub Services or PubNub Software to
develop or support any product or service that is competitive with PubNub;
(d) lease, rent or commercially share or otherwise use the PubNub Services or PubNub
Software for purposes of providing a service bureau or providing third party hosting,
application, or service provider type services;
(e) remove any identification, patent, trademark, copyright, or other notice from the
PubNub Services or PubNub Software, or use any name, mark, or designation of PubNub, or
any of its Affiliates or licensors or their respective products or services, unless
expressly permitted herein or by PubNub in writing;
(f) create multiple free PubNub accounts for the purposes of avoiding paying fees once
the free account usage hits a threshold where payment is required;
(g) disclose or publish, without PubNub's express prior written consent, performance or
capacity statistics or the results of any benchmark test performed on the PubNub
Services or PubNub Software;
(h) load test the PubNub Services without the prior written approval of and coordination
(i) use the PubNub Services or PubNub Software in connection with any activity for which
may result in tangible or intangible property damage, or death or serious body injury;
(j) attempt to gain unauthorized access to the PubNub Services or PubNub Software or the
related systems or networks, including access to other PubNub customers’ data;
(k) use the PubNub Services or PubNub Software, including the transmission of Customer
Data, in any manner that violates in any law, rule, regulation or any other legal or
regulatory requirement imposed by any regulatory or government agency or political
subdivision, whether federal, state, local, or foreign;
(m) use the PubNub Software or PubNub Services in a manner that constitutes misuse, abuse,
disrupts the PubNub Services, or is otherwise in contravention of this Agreement.
- Customer is responsible for processing and handling notices it receives from any third
party claiming that Customer Data connected with the PubNub Services or PubNub Software
violates such party's rights, including, without limitation, notices pursuant to the
Digital Millennium Copyright Act.
- PubNub may terminate this Agreement if it determines in its sole discretion that the
PubNub Services or PubNub Software are used in a manner that constitutes misuse, abuse,
or unintended use in contravention of the Documentation or this Agreement by Customer,
its Authorized Users, its end users, or third parties acting through or on behalf of
Customer. PubNub reserves the right to block, without liability, any Customer Data or
deactivate a Customer account that violates the terms of this Agreement.
- Customer Obligations.
- Customer is responsible for and agrees to the following:
(a) ensure that each username and password issued to Customer will be used only by an
User, because Customer is solely responsible for all activities that occur under these
(b) maintain the confidentiality of all usernames and passwords;
(c) only allow Authorized Users to use its account, usernames or passwords;
(d) ensure that all Authorized Users are bound by the terms and conditions of this
(e) promptly notify PubNub if it becomes aware of any actual or suspected unauthorized use
its account, usernames or passwords, or any other breach or suspected breach of security
to the PubNub Services or PubNub Software. PubNub is not and will not be liable for any loss
damage arising from unauthorized use by Customer or its Authorized Users of any of its (or
their) accounts, usernames or passwords;
(f) ensure the accuracy, quality, integrity and legality of Customer Data and of the means
which Customer acquires or has acquired Customer Data, including, but not limited to,
that it has obtained all necessary consents to use and transmit Customer Data; Customer has
control over the Customer Data uploaded in the PubNub Services, and acknowledges that PubNub
does not review, filter or control the Customer Data;
(g) promptly fix any bugs in Customer Software that causes the PubNub Services to be
incorrectly, including, for example, software that generates incorrect API calls to the
Services, and software that uses incorrect authentication tokens to access the PubNub
(h) ensure that Customer Software is protected from the ability to transmit, install or
upon Customer's end users or PubNub Services or PubNub Software any virus, malware, tracking
software or system or other technique that is or can be used for any unlawful purpose.
- Customer Data.
(a) Ownership. As between the parties, Customer retains all ownership in
Customer Data. Customer will be solely responsible for all Customer Data, including any
data, that is sent through the PubNub Services. Customer shall have sole responsibility for
accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual
ownership or right to use Customer Data.
(b) License. Customer grants to PubNub a non-exclusive, worldwide,
license, and all necessary rights and licenses in its Customer Data that is necessary for
to provide the PubNub Services, including the right to process and transmit Customer Data
hereunder or as otherwise specified in this Agreement.
- Term & Termination.
- Term. The term of this Agreement shall begin upon acceptance of this
Agreement and shall auto renew for additional Service Periods unless earlier terminated
expressly set forth in this Agreement.
- Termination by Customer. The Customer may terminate this Agreement by
sending an email to email@example.com, and such
termination shall be effective at the end of the then current Service Period provided it
received at least thirty (30) days prior to the end of the then current Service Period
(“Cancellation Period”). If cancellation is later than the Cancellation Period, Customer
will be charged for one additional Service Period, and the termination of the Agreement
Service Period will be effective as of the end of that additional Service Period.
- Termination by PubNub. PubNub may terminate this Agreement and any
Period by providing Customer with thirty (30) days prior written notice, except PubNub
immediately terminate any PubNub Services that are provided free of charge.
- Termination for Breach. Either party may terminate this Agreement and
Service Period upon notice to the other party if the other party materially breaches any
term of this Agreement and fails to cure such breach within thirty (30) days of the
notice thereof or such other period as may be mutually agreed to by the parties;
further that in the event a breach is not curable, the non-breaching party may
terminate on written notice to the other party.
- Effect of Termination. Upon expiration or termination of this
(a) the Service Period shall cease, and all license rights to use the PubNub Services,
PubNub Software, and the Documentation shall cease, and PubNub shall discontinue the
provision of the PubNub Services, and (b) Customer shall immediately pay any outstanding
invoices, including fees owed for outstanding Service Periods as specified under Section
above. Customer shall discontinue use of the PubNub Services and PubNub Software and
Customer shall be responsible for usage and payment arising from continued calls to
Services and PubNub Software (even if a Customer key is disabled) after expiration or
termination of this Agreement.
- Ownership of PubNub Services and Trademarks.
Customer acknowledges and agrees that the PubNub Services, PubNub Software and PubNub's
trademarks, and all intellectual property and other proprietary rights related thereto, as well
as any modifications, enhancements or derivative works (including all feedback relating to the
use of the PubNub Services) of any of the foregoing, are and will remain the exclusive property
of PubNub, its Affiliates or its licensors. PubNub reserves all rights not expressly granted to
Customer in this Agreement.
- Customer Trademark and Brand Usage.
During the term of this Agreement, PubNub may include Customer's name and logo on a list of
customers of the PubNub Services, and Customer agrees to the use of its name and logo in
- Fees / Payment
- Fees. The fees for the PubNub Services are specified on the PubNub
Page, the PubNub Admin Portal, or specified on an Order Form (if executed) and are
described in Schedule C, PubNub Services Descriptions, which is incorporated herein by
- Payment. The Customer will be invoiced monthly unless otherwise agreed
including in an Order Form, and payment is due upon receipt of invoice. If payment is
received within fifteen (15) days of receipt of invoice, the PubNub Services may be
terminated in PubNub’s sole discretion. Customer agrees to pay all costs of collection,
including attorney's fees and costs, on any outstanding balance(s).
- Billing Contact. PubNub will send billing correspondence to the email
address specified by Customer in the PubNub Admin Portal or Order Form.
- Payment Disputes; Interest. In the event of a good faith dispute as to
calculation of a fee (or fees), Customer shall immediately give written notice to PubNub
stating the details of any such dispute and shall promptly pay any undisputed amount.
PubNub’s acceptance of such partial payment shall not constitute a waiver of payment in
by PubNub of the disputed amount. Any undisputed amounts not paid within fifteen (15)
of receipt of invoice shall accrue interest at a rate of one percent (1%) per month or
maximum lawful rate, whichever is less. Failure to make timely payments of undisputed
amounts shall constitute a material breach hereunder and shall entitle PubNub to suspend
provision of the PubNub Services on ten (10) business days prior notice to Customer and
require payment in advance until Customer’s account is paid in full. Customer may not
off, deduct or otherwise withhold amounts due hereunder.
- Taxes. All fees charged by PubNub do not include such taxes or any
taxes. Customer shall be solely responsible for all applicable sales, use, value added,
goods and services, consumption, withholding, excise and any other similar taxes or
state, local taxes or other government taxes related to the payments under this
- Refunds. No refunds will be given by PubNub unless expressly specified
- Confidential Information.
- Definition. The term "Confidential Information" means all information
disclosed by one party (the "Disclosing Party") to the other party (the "Receiving
pursuant to this Agreement, which the Disclosing Party designates as confidential at the
time of disclosure, or that a reasonable person should know to be confidential.
Notwithstanding the foregoing, the PubNub Services, PubNub Software, the Documentation,
Support Services, training materials, customer listings, future offerings and products,
business plans, investors, pricing, including the fees paid hereunder, user IDs and
passwords shall be deemed Confidential Information of PubNub. Confidential Information
not include any information which is: (i) already is or becomes publicly known through
fault of the Receiving Party, (ii) created by the Receiving Party without use of or
reference to any of the disclosing Party’s Confidential Information, or (iii) otherwise
known to the Receiving Party, without restriction and through no wrongful conduct of the
Receiving Party. Confidential Information shall remain the sole property of the
Party, and each party acknowledges and agrees that it does not acquire any rights
- Compelled Disclosure. The Receiving Party may disclose Confidential
Information (i) that it is required to disclose by law or court order, provided the
Disclosing Party is given reasonable advance notice of the obligation to produce
Confidential Information to the extent permitted by such law or court order, or (ii) to
potential investors pursuant to acquisition or merger activity directly related to the
Receiving Party, as part of the associated due diligence process.
- Protection of Confidential Information. The Receiving Party shall hold
Disclosing Party's Confidential Information in confidence and may only disclose such to
employees and consultants on a need to know basis who are subject to confidentiality
obligations substantially similar to those set forth in this Agreement. The Receiving
will not use or disclose the Confidential Information of the Disclosing Party except as
contemplated under this Agreement. Each party agrees to use the same level of care to
protect the other party's Confidential Information from unauthorized use or disclosure
uses to protect its own similar information, but in no event with less than reasonable
Receiving Party shall, as soon as reasonably practical after discovering a breach of
Confidential Information section, report to the Disclosing Party any unauthorized use
disclosure of or access to the Disclosing Party's Confidential Information, subject to
reasonable restrictions placed on the timing of such notice by a law enforcement or
regulatory agency investigating the incident, and take all reasonable measures to
any further unauthorized use, disclosure or access. The parties shall be entitled to
injunctive or other equitable relief without the necessity of posting a bond even if
otherwise normally required. Such injunctive or equitable relief shall not be an
remedy for any breach of confidentiality, but shall be in addition to all other rights
remedies available at law or in equity.
- PubNub Warranties.
- Limited Warranty. PubNub warrants that it has full power and authority
enter into and perform this Agreement.
- Disclaimer. EXCEPT FOR THE EXPRESS WARRANTY AS SET FORTH IN THIS
10, THE PUBNUB SERVICES, PUBNUB SOFTWARE, AND SUPPORT SERVICES ARE PROVIDED "AS IS" AND
OTHER EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES ARE HEREBY DISCLAIMED WITH
TO THE PUBNUB SERVICES AND THE PUBNUB SOFTWARE AND OTHERWISE IN CONNECTION WITH THIS
AGREEMENT, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF ACCURACY, MERCHANTABILITY,
FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ARISING FROM A COURSE OF DEALING,
USAGE, OR TRADE PRACTICE. PUBNUB DOES NOT WARRANT THAT CUSTOMER’S USE OR
OF THE PUBNUB SERVICES OR PUBNUB SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT
PUBNUB SERVICES OR PUBNUB SOFTWARE ARE DESIGNED TO MEET CUSTOMER’S BUSINESS
- Customer Warranties. Customer
warrants the following:
(a) if a legal entity, it is a duly formed entity (i.e., corporation or limited liability
(b) it is qualified to transact business in all locations where the nature of its operations
requires such qualification;
(c) it has full power and authority to enter into and perform this Agreement;
(d) the execution and delivery of this Agreement has been duly authorized;
(e) it has all right necessary to provide, access and modify the Customer Data, including rights
to grant the licenses to PubNub as specified in this Agreement, and to distribute such Customer
Data across the Internet using the PubNub Services and PubNub Software;
(f) its Customer Data does not violate any applicable law, including any law or regulation
regarding the transmission of technical data exported from the United States or any other
applicable country or any law or regulation regarding privacy rights;
(g) Customer shall employ reasonable professional standards in performance of its rights and
obligations under this Agreement, and shall avoid deceptive, misleading, unethical, or other
practices that may be detrimental to PubNub, the PubNub Services or the PubNub Software;
(h) it will not attempt to access, or access any information or data provided or controlled by
any other Customer or end user of PubNub and will abide by and will not circumvent or otherwise
disable any security or data protection measures implemented by PubNub; and
(i) it will not, and will not permit any Authorized User or end user to, upload, post, email
transmit or otherwise make available using the PubNub Services any material that contains
software viruses or any other computer code, files or programs designed to interrupt, destroy or
limit the functionality of any computer software, hardware or telecommunications equipment.
- Limitation of Liability.
PUBNUB'S AGGREGATE LIABILITY TO CUSTOMER UNDER THIS AGREEMENT, WHETHER FOR NEGLIGENCE, BREACH OF
CONTRACT, BREACH OF WARRANTY, OR ANY OTHER CAUSE OF ACTION, SHALL BE LIMITED TO THE LESSER OF
THE FEES PAID OR DUE FOR THE PUBNUB SERVICES AND/OR SOFTWARE IN THE 12 MONTHS PRIOR TO WHICH THE
INCIDENT RELATES, OR USD $2,500. PUBNUB SHALL NOT BE LIABLE TO THE CUSTOMER FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING,
WITHOUT LIMITATION, LOST INCOME, LOST REVENUE, LOST PROFITS, BUSINESS INTERRUPTION, OR DAMAGES
FOR GOODWILL, OR PROCUREMENT OF SUBSTITUTE SERVICES, ARISING OUT OR IN ANY WAY RELATED TO THIS
AGREEMENT, INCLUDING THE USE OR THE INABILITY TO USE THE PUBNUB SERVICES AND/OR PUBNUB SOFTWARE,
EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Customer Exclusive Remedies. If the PubNub Services, PubNub Software or
part thereof becomes the subject of a claim for infringement, or in PubNub's reasonable
discretion is likely to become subject to such a claim, PubNub will have the right, at
option, to: (i) replace either or both of the PubNub Services and the PubNub Software
non-infringing technology that is materially, functionally equivalent or superior; (ii)
modify the either or both of PubNub Services and the PubNub Software so to become
non-infringing without materially affecting functionality; or (iii) obtain a license for
Customer to continue using either or both of the PubNub Services and the PubNub
(a) an injunction is issued by a court of competent jurisdiction barring Customer's
of the license rights granted under this Agreement, or (b) the alternatives specified in
(i), (ii) or (iii) above are not available to PubNub on a commercially reasonable basis,
then Customer will cease using the infringing PubNub Services and/or PubNub Software (as
applicable) and PubNub will refund the pro-rata portion of the pre-paid fees
the infringing PubNub Services and/or PubNub Software (as applicable) for the portion of
Service Period Customer is not able to use the PubNub Services and/or PubNub Software.
section states the entire liability and obligation of PubNub, and the sole and exclusive
remedy of Customer with respect to any alleged or actual infringement of the PubNub
or the PubNub Software under this Agreement.
- Customer's Indemnification.
- Customer agrees that the Customer Data as well as Customer's use of the Customer Data
the PubNub Services and PubNub Software shall not: (a) infringe any third party's
patent, trademark, trade secret or other intellectual property or proprietary rights or
rights of publicity or privacy; (b) include or constitute any illegal conduct or any
violation any law, statute, ordinance or regulation (including without limitation those
governing export control, dealer agreements, unfair competition, anti-discrimination or
false advertising); or (c) be defamatory, trade libelous, unlawfully threatening or
unlawfully harassing or obscene.
- Customer shall indemnify, defend and hold PubNub harmless from any third party claims
arising from: (a) Customer's breach of subsections (a), (b) and/or (c) of subsection
(b) breach of the warranties set forth in Section 11; or (c) modifications or
the PubNub Services. PubNub will promptly notify Customer in writing of such claim, and
Customer shall have the sole control of such defense and all settlement negotiations,
although PubNub will provide reasonable assistance to Customer in connection with the
foregoing at Customer's request and expense.
- Entire Agreement. This Agreement, and any of its schedules, exhibits,
attachments, constitutes the entire agreement between the parties with respect to the
subject matter hereof and supersedes any and all written or oral prior and
agreements and understandings between the parties concerning such subject matter. If any
or more of the provisions of this Agreement shall for any reason be held to be invalid,
illegal or unenforceable, the same shall not affect any of the other portions of this
Agreement. Failure or delay by either party in exercising any right hereunder shall not
operate as a waiver of such right or any other right.
- Right to Amend. PubNub, at its sole discretion, reserves the right to
modify the terms and conditions of this Agreement at any time to reflect new features
without notice, if the modifications will not materially decrease PubNub’s overall
obligations during the Service Period. For material changes, PubNub shall notify the
Customer of an updated agreement available for online acceptance or other designated
PubNub shall provide the Customer with at least seven (7) days to accept the terms of
updated agreement. After such period, the updated agreement shall be deemed to govern
following month the notice was given. Customer shall be required to accept the updated
Agreement if it desires to continue to use the PubNub Services and PubNub Software.
- Assignment. This Agreement, and any rights or obligations hereunder,
not be assigned or sub-licensed by Customer, including by operation of law, without
written consent from PubNub. PubNub may assign this Agreement without the consent of the
Customer. Any attempted assignment or transfer in violation of the foregoing shall be
and shall result in the immediate and automatic termination of this Agreement. Subject
this restriction, this Agreement will be binding upon and inure to the benefit of the
parties hereto, their successors and permitted assigns.
- Force Majeure. Except for payment for fees due hereunder, neither party
shall be liable for any losses arising out of the delay or interruption of its
of obligations under this Agreement due to any act of God, act of governmental
pandemic, act of public enemy, terrorism, war, riot, flood, civil commotion, severe
conditions, unplanned system downtime, or any other cause beyond the reasonable control
the party delayed.
- Export. The PubNub Services, PubNub Software and the Documentation are
subject to U.S. export control laws, including, without limitation, the U.S. Export
Administration Act and its associated regulations and may be subject to export or import
regulations of other countries. Customer hereby agrees that it will not export or
the PubNub Services, PubNub Software or Documentation in any form in violation of any
applicable export or import laws of any jurisdiction.
- Survival of Terms. Any provision of this Agreement that contemplates
performance or observance after termination or expiration of this Agreement, including,
without limitation, all provisions with respect to Confidential Information, Limitation
Liability, Indemnification, and Fees/Payment, shall survive any termination or
this Agreement and continue in full force and effect. At all times, the Customer shall
responsible for any use of PubNub Services and/or PubNub Software and subsequent fees
- Compliance with Laws. CUSTOMER REPRESENTS AND WARRANTS THAT IT SHALL
WITH THE U.S. FOREIGN CORRUPT PRACTICES ACT, UK BRIBERY ACT 2010, AND ALL APPLICABLE
ANTI-BRIBERY LAWS. The United Nations Convention on Contracts for the International
Goods does not apply to this Agreement.
- Choice of Law. This Agreement and any disputes related thereto shall be
governed by and construed in accordance with the laws of California as if performed
within that state and without giving effect to its conflict of laws principles. The
agree that the exclusive venue for any dispute arising hereunder shall be the federal or
state located in the City and County of San Francisco and the parties waive any
personal jurisdiction or venue in any forum located in that county.
- Relationship. This Agreement shall not be interpreted to create an
or consignment relationship, and neither party is a partner, employee, agent or joint
venture partner of, or with, the other. Neither party may make any contracts, warranties
representations or assume or create any other obligations, express or implied, in the
party's name or on its behalf. Each party acknowledges that this Agreement is
and either party may contract with third parties for the procurement or sale of
products or services.
- Notices. All notices related to this Agreement shall be in writing,
effective if dispatched by reliable overnight delivery service (which shall be deemed
on business day after mailing), and sent to PubNub's address (Att: Legal) as specified
on www.pubnub.com with a copy via e-mail (firstname.lastname@example.org), and to the Customer, at
respective address and email address as set forth in the Customer's online registration.
- Waiver. Failure or delay by either party in exercising any right here
shall not operate as a waiver of such right. The descriptive headings of the sections of
Agreement and any attachments are inserted for convenience only and do not constitute a
of this Agreement.
Schedule A - Service
Subject to Customer’s payment of fees in accordance with the Agreement, PubNub will provide the
Service Level Agreement as described herein:
- Service Level. PubNub endeavors to make the PubNub Services available in
accordance with the below Service Availability. PubNub measures Service Unavailability by
consecutive minutes over the period of a calendar month.
- “Service Availability.” This
that the PubNub Services is available for Customer use and is measured by the number
minutes over the period of a calendar month (other than Scheduled Maintenance).
Availability is calculated on PubNub data gathered through internal PubNub and third
party monitoring tools.
- “Service Unavailability.” This means the number of minutes that the
PubNub Services is unavailable for use over a period of a calendar month (other than
- “Scheduled Maintenance.” The
during which PubNub is performing maintenance on the PubNub Services, for which the
Customer has been previously alerted per the terms specified in the Scheduled
Maintenance Notification paragraph below. Scheduled Maintenance is not considered
Service Unavailability for purposes of this Service Level Agreement.
- Scheduled Maintenance Notification. In the event that PubNub needs to
conduct Scheduled Maintenance, PubNub will (a) give Customer at least 72 hours of notice via
email, its website, or via the Admin Portal of any Scheduled Maintenance for the PubNub
Services, and (b) make commercially reasonable efforts to minimize the period of Scheduled
- Service Credits for Service Unavailability
- Service Credit Request. To receive a Service Credit, Customer must
submit a request by sending an e-mail message to email@example.com
within thirty (30) days of the last reported Service Unavailability. If the Service
Unavailability is confirmed by PubNub and the number of Service Unavailability
qualifies the Customer for a Service Credit (as specified in the "Service Credit"
below), then PubNub will issue the Service Credit to the Customer within one billing
cycle following the month in which the request occurred, according to the following
Service Credit criteria:
26 consecutive seconds – 99 consecutive seconds in a
2% of PubNub Services monthly fee
100 consecutive seconds – 199 consecutive seconds in a
5% of PubNub Services monthly fee
200 consecutive seconds – 599 consecutive seconds in a
10% of PubNub Services monthly fee
More than 600 consecutive seconds in a calendar month
15% of PubNub Services monthly fee
- Payment Procedures and Eligibility. PubNub will apply any Service
Credits only against future PubNub payments due from the Customer. Service Credits
not entitle the Customer to any refund or other payment from PubNub. Service Credits
not be transferred or applied to any other PubNub account. Any Service
occurring prior to a successful Service Credit claim cannot be used for future
Customers are only eligible for a Service Credit if their PubNub account is in good
standing (i.e., there are no past-due unpaid PubNub invoices) during a Service
Unavailability event. Unless otherwise provided in the Agreement, the Customer's
and exclusive remedy, and PubNub's sole liability, for any Service Unavailability is
receipt of a Service Credit (if eligible) in accordance with the terms of this
- Service Unavailability Service Credit Exclusions. Service
Unavailability explicitly excludes problems due to (a) Customer usage that exceeds
of the Customer's peak usage as measured by PubNub over the immediately preceding
period or Customer usage that exceeds the PubNub General API Limits (https://www.pubnub.com/docs/platform/resources/limits),
unless Customer provides PubNub at least 10 business days advance notice of such
(b) explicit denial of service events, though PubNub will use commercially
efforts to counter any denial of service event if one occurs, (c) failure of three
or more geographically disparate PubNub data centers simultaneously, (d) Customer's
attempts to overload, crash, load test, subvert, or otherwise misuse the PubNub
in any way not explicitly allowed in the Agreement or Documentation, (e) any force
majeure event, as described in the Agreement, (f) Scheduled Maintenance, (g)
within the Customer Software that create the perception of Service Unavailability
are not due to errors with the PubNub Services or PubNub Software, (h) use of PubNub
Software that is more than four (4) months older than the most recent version of the
PubNub Software, and (i) Customer Software that uses modified versions of the PubNub
Schedule B - Support Agreement
For an additional cost, the Customer may elect (or upgrade to) a premium support plan by
contacting firstname.lastname@example.org. The following terms
shall apply to the PubNub Support Services:
- Scope of Support Services. PubNub will only provide support (“Support
Services”) for the PubNub Services and PubNub Software as further specified at:
- Classification of Issues. Any Issues reported in the PubNub
Services or PubNub Software will be categorized, in PubNub's sole discretion, as
- Critical -- Issue is affecting the majority of users of
in-production app, or preventing an impending launch of a new production
- Urgent -- Issue is affecting a minority of users of an
- Development -- Issue is affecting the customer’s
develop Customer Software.
- "Issue" shall mean any mistake, problem, defect,
deficiency, which causes behavior of the PubNub Services or PubNub
which is in contravention of the Agreement or Documentation.
- Description of Support Services.
- In the provision of the Support Services, PubNub will use commercially reasonable
efforts to provide support during the periods set forth above for the applicable
level of support, which will consist of:
- receiving the Customer communication, recording it and sending a
receipt to Customer;
- qualifying the Issue; and
- providing a written action plan to the Customer to resolve the Issue or
a temporary solution.
- advice and assistance regarding:
- the operational use by Customer of the PubNub Services and/or PubNub
- suspected Issues with the PubNub Services or PubNub Software or
- the identification and verification of the causes of suspected Issues
the PubNub Services, PubNub Software, or Documentation;
- detours and work-arounds for identified Issues, where reasonably
- the features and capabilities of the PubNub Services and PubNub Software
- In the provision of the Support Services, Customer's sole and exclusive remedy for
resolving Issues and PubNub's sole obligation is that PubNub shall use commercially
reasonable efforts to provide corrections, detours or work-arounds any reproducible
Issues. PubNub, however, does not warrant that any Issue is capable of complete
- PubNub will provide updates, upgrades, issues corrections, modifications, bug fixes,
patches, and other updates at no additional charge to the Customer during the
Service Period, pursuant to the Agreement.
- Event Support Services.
- Subject to an additional fee by contacting email@example.com,
PubNub will provide Event Support Services (minimum 2 hours per event).
- The Customer must provide written notice to PubNub a minimum of at least ten
(10) business days prior to the event. If a Customer does not provide the
minimum notice for events, PubNub may in its sole discretion not guarantee the
Service Level Agreement and response time. Support includes live monitoring of
- If applicable, Customer must provide PubNub with access to the Customer Software
(if applicable) and suitable instructions for usage to PubNub at least ten (10)
business days prior to the event.
- Obligations of Customer.
- During the term of the Agreement, Customer shall:
- use only the then current release of the applicable PubNub Software;
- ensure that the then current release is used in accordance with the applicable
Documentation and only by competent, trained employees or by persons under their
- use all reasonable efforts in the initial Issue identification and isolation
- co-operate fully with PubNub personnel in the diagnosis of any Issues or defect
in the current release or Documentation;
- make available to PubNub, free of charge, all information, facilities, and
services reasonably required by PubNub to enable PubNub to perform the Support
Services; and provide such telecommunication and remote access facilities as are
reasonably required by PubNub for testing and diagnostic purposes at Customer's
- Customer's failure to comply with the terms of this section will relieve PubNub
of its obligations in connection with the provision of any Support Services
related to such failure.
- Support Services Exclusion
- General Exclusions. Support Services do not include installation,
hardware, operating system or any environment support.
- Specific Exclusions. The following services are expressly excluded
from the scope of Support Services:
- PubNub Software that has been altered, damaged or modified or if any portion
the PubNub Software has been incorporated with or into other software
PubNub's prior written consent;
- significant modifications to Customer's operating system or environment from
those applicable at the time the PubNub Services were implemented;
- PubNub Software that has been used under abnormal conditions or not in
accordance with the applicable Documentation or any additional instructions
provided by PubNub; and
- malfunctions due to reasons external to the PubNub Services or PubNub
including, but not limited to, failure or fluctuation of electrical
hardware features, accidents or natural disasters. For any of the preceding
cases, PubNub may, in its sole discretion, determine whether to intervene to
resolve the problem.
- PubNub is under no obligation to provide Support Services to Customer for
Services or PubNub Software not in the most current release or as otherwise
specified in the Documentation.
- PubNub reserves the right, in its sole discretion, to perform Support
by means of making available to Customer a later release of the PubNub
or other aspects of the PubNub Services.
- PubNub is not responsible for providing Support Services to Customer's end
or anyone other than the designated Customer Authorized User contacts.
Schedule C -
PubNub Services Descriptions
These Service Descriptions provide details for specific PubNub Services and PubNub
Software, and supplement and form part of the PubNub Terms of Service. Additional terms
are described in the PubNub Pricing Page: https://www.pubnub.com/pricing/transaction-classification
and Documentation: www.pubnub.com/docs/.
- “Edge Transactions” shall mean API calls to the PubNub Services
that do not result in replication to other PubNub data centers. Examples of these
are Subscribe requests, reads from Storage or Mobile Push service API calls.
- "Event Handlers" means a Function which consists of one or more
provided in the PubNub Documentation, and which will be executed by the PubNub
- "Files" shall mean Customer-provided text or binary types of data
(e.g. document, picture, image, audio or video file, data library, application, or
other collection of data) that are initiated, submitted, uploaded or downloaded by
Customer or its Authorized Users or end users, to the PubNub Services, whether in
Message or by itself.
- “Functions” shall mean either Customer Software deployed on the
PubNub Services and runs within PubNub's operational environment, or PubNub Software
that is hosted on the PubNub Integration Catalog located https://www.pubnub.com/integrations/.
- “Functions Executions” are accrued whenever a Function is executed
based on the configuration settings by the Customer within the PubNub Admin Portal.
- "Messages" shall mean a message that is sent or received through
the PubNub Services. For example, a Message sent by one PubNub client to another
PubNub client is counted as two messages (one sender and one receiver). Messages are
also generated by the use of PubNub Presence, Storage & Playback, and PubNub
Real-Time Analytics services.
- “Message Actions” are API calls to the PubNub Services that intend
to associate data to past messages to support features like Delivery/Read Receipts,
- “Monthly Active Users (MAU)” shall mean one universally unique
identifier (UUID) that connects at least once to the PubNub Services in a calendar
month period. A single user who connects to the PubNub Services multiple times in
one calendar month will be counted as one MAU.
- “Persisted Data” means data that is saved in the PubNub Data Stream
Network and is measured as the peak of stored data for each calendar month.
- “PubNub Integrations” means open source code libraries. For
purposes of the Agreement, integrations developed by PubNub and integrations hosted
in the PubNub Integration Catalog are deemed PubNub Software.
- “Replicated Transactions” are any of the following API
calls to the PubNub Services to generate Access Tokens or which are
otherwise replicated across data centers. Examples of these are Publish or
Storage write requests that are set forth in the “Replicated Transactions”
- “Signals Transactions” is part of a high-volume stream of
payloads (each up to 30 bytes) intended to inform or instruct an
application, without including information that would be directly reflected
in an application UI (such as rideshare driver lat/long measurements, a
command to switch on a chat app typing indicator, an update from an IoT
- “Transaction Plan Customer” shall mean a Customer who is on a
PubNub Pricing Plan specified on the PubNub Pricing Page.
- "Transactions" means the different transactions that are set forth
- “Transaction Type” means the various API calls and related
computing units that use the PubNub Services.
- “Transaction Unit” is a Transaction whose total size in network
traffic does not exceed 2048 bytes. Transactions that exceed 2048 bytes are counted
as multiple Transaction Units, calculated based on each 2048 byte unit. For example,
a Transaction size of 2,900 bytes is counted as 2 (two) Transaction Units. A
Transaction size of 4,300 bytes is counted as 3 (three) Transaction Units.