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Terms of Use
TERMS OF USE FOR STARDOG CLOUD
Effective date: March 1, 2022
READ CAREFULLY THE TERMS AND CONDITIONS OF THIS END-USER LICENSE AGREEMENT (“AGREEMENT”) BEFORE YOU CLICK ON THE “ACCEPT” BUTTON. BY CLICKING ON THE “ACCEPT” BUTTON AND SELECTING AND UTILIZING THE PRE-RELEASE SERVICES AND ANY RELATED SOFTWARE AND TECHNOLOGY (COLLECTIVELY, THE “ALPHA PRODUCT”). CLICKING “I AGREE” OR OTHERWISE ACCESSING AND/OR USING THE ALPHA PRODUCT ESTABLISHES A BINDING AGREEMENT BETWEEN YOU AS THE PERSON LICENSING THE ALPHA PRODUCT, EITHER ON BEHALF OF YOURSELF OR ANY THIRD-PARTY ENTITY (“YOU” OR “LICENSEE”) AND STARDOG UNION, INC. (“STARDOG”). YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL CAPACITY AND AUTHORITY TO ENTER INTO A BINDING AGREEMENT. IF AN INDIVIDUAL IS REGISTERING OR USING THE ALPHA PRODUCT ON BEHALF OF AN ENTITY OR ORGANIZATION, THAT INDIVIDUAL WARRANTS, REPRESENTS, AND COVENANTS TO STARDOG THAT SUCH INDIVIDUAL IS DULY AUTHORIZED TO AGREE TO THESE TERMS AND CONDITIONS ON BEHALF OF THE ORGANIZATION AND TO BIND THE ORGANIZATION TO THEM.
Subject to the terms, conditions and restrictions set forth herein, Stardog hereby grants to You, and You hereby accept, a royalty-free, limited, non-transferable, non-exclusive and terminable license to use the Alpha Product for Your internal purposes only. “Internal purposes” shall mean using the Alpha Product only for (i) internal evaluation and testing, and (ii) developing experience in the use and functionality of the Alpha Product. You are expressly prohibited from using the Alpha Product for any production purposes. You agree to use the Alpha Product only in a test environment, and You may not make any modifications or enhancements to the Alpha Product.
All technical, marketing, financial or other business information of Stardog, including but not limited to the Alpha Product, related documentation, and any results, data or analysis arising from the use of the Alpha Product, is Confidential Information of Stardog, whether or not marked as such. You may use Confidential Information only for the purpose of performing Your obligations and accessing and using the Alpha Product under this Agreement, and You may not disclose any Confidential Information to any person, other than employees with a need to know and who are bound by confidentiality and use obligations at least as restrictive as those set forth herein. You are responsible for your employees’ use of any Confidential Information. You agree that, due to the unique nature of this Confidential Information, there can be no adequate remedy at law for breach of this paragraph and that such breach would cause irreparable harm to Stardog; therefore, if there is a breach or threatened breach of the confidentiality obligations set forth herein, Stardog shall be entitled to immediate injunctive relief, in addition to whatever remedies it might have at law or under this Agreement.
You acknowledge that Stardog retains all right, title and interest in and to the original, and any copies, of the Alpha Product (in whatever form and including, without limitation, all related documentation, translations, compilations, partial copies within modified versions, updates and any modifications made by Stardog, whether or not specific to Your hardware or operating environment) and ownership of all patent, copyright, trade secret, trademarks and other intellectual property rights pertaining thereto, shall be and remain the sole property of Stardog. You shall not alter or remove any copyright or other proprietary notices from the Alpha Product. You shall not lease, use as a service bureau, or decompile, disassemble, or reverse engineer any portion of the Alpha Product or otherwise attempt to determine source code or protocols from, or create derivate works or copies of, the Alpha Product. During the term of this Agreement, You may periodically provide to Stardog information describing the results of all evaluations and tests performed by You on the Alpha Product, including a description of how the tests and evaluations were conducted. Such tests and results may include: (i) interoperability and usability of the Alpha Product, (ii) design concepts for the user-interface and functional aspects of the Alpha Product, and (iii) problems, difficulties and bugs encountered while accessing and utilizing the Alpha Product (the “Feedback”). You agree that all intellectual property rights and all other ownership in any ideas, modifications, enhancements, improvements, inventions, works of authorship or any other suggestion it or any of its personnel proposes, creates, authors or develops relating to the Alpha Product or the Feedback are hereby assigned to Stardog and shall be the sole and exclusive property of Stardog. You shall not disclose to any third party, entity or person the results or evaluation of such testing, or monitoring, without the prior written consent of Stardog. The Alpha Product, as well as any non-public information disclosed to You by Stardog shall be treated as confidential information of Stardog.
You acknowledge that the Alpha Product (i) contains pre-release code and may be modified by Stardog substantially before general availability, and (ii) may not be at the level of performance or compatibility of generally available products or services of Stardog. THE ALPHA PRODUCT AND ALL OTHER ITEMS AND SERVICES PROVIDED IN CONNECTION THEREWITH ARE PROVIDED ON AN “AS IS” BASIS AND WITHOUT ANY EXPRESS, IMPLIED OR STATUTORY WARRANTY OF ANY KIND, WHICH ARE HEREBY DISCLAIMED BY STARDOG. STARDOG SHALL NOT HAVE ANY LIABILITY OR OBLIGATION FOR DAMAGES OF ANY TYPE IN EXCESS OF $100.00, INCLUDING BUT NOT LIMITED TO ACTUAL, DIRECT, INDIRECT, CONSEQUENTIAL AND INCIDENTAL DAMAGES, ARRISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE ALPHA PRODUCT OR ANY OTHER ITEM OR SERVICE PROVIDED IN CONNECTION WITH THE ALPHA PRODUCT, EVEN IF STARDOG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The license granted hereby shall commence upon Your receipt of the Alpha Product. Stardog may terminate this Agreement with or without notice at any time for any reason, including without limitation if You materially breach this Agreement or take any action in derogation of Stardog’s or its third-party licensor’s rights in or to any component of the Alpha Product. Upon termination or expiration of this Agreement, You shall immediately cease use of the Alpha Product and shall return all copies of any related documentation to Stardog.
You shall not, whether voluntarily, involuntarily, or by operation of law (except in connection with any merger or business combination), sell, assign, or otherwise transfer any rights granted hereunder to any person or entity. This Agreement represents the entire understanding between the parties with respect to the subject matter and may be amended only by a written instrument executed by an authorized representative of You and Stardog. You acknowledge that portions of the Alpha Product may be subject to US export control laws, including the US Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. You agree to comply strictly with all such laws and regulations.
All disputes, claims or controversies arising out of this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with the laws in force in the Commonwealth of Virginia without regard to its rules of conflict of laws. Each of the parties hereto hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the courts of Commonwealth of Virginia and of the United States of America located in the Commonwealth of Virginia. The United Nations Convention on Contracts for the International Sale of Goods is hereby excluded and shall not apply. The Alpha Product is “commercial computer software” or “commercial computer software documentation.” Absent a written agreement to the contrary, the U.S. Government’s rights with respect to the Alpha Product is limited by the terms of this Agreement, pursuant to FAR § 12.212(a) and/or DFARS § 227.7202-1(a), as applicable. Any notice of communication from one party to the other will be by email, addressed to Stardog at support@stardog.com and to You at the email address you provide to Stardog, or such other address as either party may from time to time designate in writing to the other party.