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Stardog Cloud Essentials and Free Subscription Agreement
CLOUD SUBSCRIPTION AGREEMENT
STARDOG CLOUD ESSENTIALS AGREEMENT
PLEASE READ CAREFULLY THIS STARDOG CLOUD ESSENTIALS AGREEMENT (“AGREEMENT”) BEFORE YOU CLICK ON THE “ACCEPT” BUTTON OR DOWNLOAD, INSTALL, OR USE THE STARDOG CLOUD ESSENTIALS SERVICE (THE “SERVICE”). CLICKING “ACCEPT” OR DOWNLOADING, INSTALLING, OR USING THE SERVICE ESTABLISHES A BINDING AGREEMENT BETWEEN STARDOG UNION (“STARDOG”) AND (i) YOU AS AN INDIVIDUAL, AND (ii) ANY ENTITY THAT EMPLOYS YOU, THAT YOU REPRESENT, OR THAT USES THE SERVICE AS A RESULT OF YOUR ACTIONS (COLLECTIVELY, “CUSTOMER”). FURTHER, BY CLICKING “ACCEPT” OR DOWNLOADING, INSTALLING, OR USING THE SERVICE ON BEHALF OF AN ENTITY, YOU WARRANT AND REPRESENT TO STARDOG THAT YOU ARE DULY AUTHORIZED TO AGREE TO THESE TERMS AND CONDITIONS ON BEHALF OF THE ENTITY AND TO BIND THE ENTITY TO THEM.
IN THE EVENT THAT CUSTOMER AND STARDOG HAVE EXECUTED ANYOTHER AGREEMENT FOR SERVICES, SUCH EXECUTED AGREEMENT AND NOT THIS AGREEMENT SHALL GOVERN CUSTOMER’S USE OF THE STARDOG CLOUD ESSENTIALS SERVICE.
IN THE EVENT STARDOG DOES NOT CHARGE CUSTOMER FOR USE OF THE SERVICE, SECTION 11 SHALL APPLY.
1. ACCESS
a. License and Termination. Subject to the terms, conditions and restrictions set forth in this Agreement, Stardog hereby grants, and Customer hereby accepts, a non-exclusive, non-transferable, right and license to access and use, solely for its internal business purposes, (i) the Service provided to Customer on a hosted basis, and (ii) the user documentation provided with the Service (“Documentation”), for the “Subscription Term as set forth below.
b. Support; Upgrades. During the Subscription Term, Stardog (i) will support the Service in accordance with Stardog’s Support and Service Level Commitment attached as Exhibit A, (and (ii) may modify the Service with new versions, updates, and upgrades (collectively, “Upgrades”). Upgrades will become part of the Service and will be subject to the provisions of this Agreement. Stardog, at its sole discretion, may elect to charge for designated Upgrades.
c. Affiliates and Contractors. Each Affiliate of Customer or a contractor of Customer agrees to be bound by this Agreement as if it were an original party hereto. Customer may allow its Affiliates and contractors to use the Service, provided Customer is responsible for their compliance with the terms of this Agreement, and use by its Affiliates and contractors is solely for Customer’s or Affiliate’s benefit. “Affiliate” means any company controlled by or under common control (meaning an ownership interest of at least fifty percent), directly or indirectly, with Customer.
2. CUSTOMER RESPONSIBLITIES; CUSTOMER DATA
a. Customer Responsibilities. Customer: (i) must keep its passwords secure and confidential and use industry-standard password management practices; (ii) is solely responsible for all activity in or conducted through its account; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account, (iv) must notify Stardog promptly of any unauthorized access to its account; and (iv) may use the Service only in accordance with the Documentation and applicable law. If Customer plans to upload data sets greater than 50 million triples, Customer must coordinate to an upgraded plan with Stardog to help ensure that the uploads occur in a timely manner.
b. Customer Data. Customer retains all rights, title and interest in and to, and ownership of any data uploaded to, made accessible to, or generated by the processing of Customer Data by the Service (“Customer Data”). Customer represents and warrants that use and supply of Customer Data in connection with the Service (i) is legally and rightfully authorized, (ii) does not infringe upon the intellectual property rights of any third party, and (iii) complies with all applicable local, state, national and international laws and regulations, including without limitation those laws and regulations related to privacy and export control.
c. Use of Customer Data. Customer grants to Stardog a non-exclusive, worldwide right to use Customer Data (i) in order to provide the Service to Customer, and (ii) as necessary to maintain and improve the Service. Customer also grants to Stardog a non-exclusive worldwide right to use data collected from the Customer’s use of the Service.
d. Deletion of Customer Data. Stardog will delete Customer Data (as defined in Section 2.b above) thirty (30) days after the expiration or termination of this Agreement.
3. LIMITED WARRANTY
a. Warranty. Stardog warrants to Customer that, during the Subscription Term, the Service will perform materially in accordance with the Documentation. At no additional cost to Customer, and as Customer’s sole and exclusive remedy for nonconformity of the Service with this limited warranty, Stardog will use commercially reasonable efforts to correct any such nonconformity, provided Stardog receives written notice from Customer outlining the specific details of the warranty issue, and, if such efforts are unsuccessful, then Customer may terminate, and receive a refund of any pre-paid and unused fees for, the affected Service. This limited warranty shall be void if the nonconformity in the Service arises from (i) the use or operation of the Service with an application or in an environment other than as set forth in the Documentation, (ii) modifications to the Service that were not made by Stardog’s authorized representatives or with the express written authorization of Stardog; (iii) accident, disaster or event of force majeure, (iv) misuse, fault or negligence of or by Customer, (v) use of the Service in a manner for which it was not designed, or (vi) causes external to the Service such as, but not limited to, Customer systems and environment, power failure or electrical power surges.
b. DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH HEREIN, STARDOG DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. WHILE STARDOG TAKES REASONABLE PHYSICAL, TECHNICAL, AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, STARDOG DOES NOT GUARANTEE THAT THE SERVICE CANNOT BE COMPROMISED. CUSTOMER UNDERSTANDS THAT THE SERVICE MAY NOT BE ERROR FREE OR UNINTERRUPTED.
4. FEES AND PAYMENT. Customer’s credit card will be charged for paid tiers of the Service when applicable. The fees are exclusive of sales, use, withholding, VAT and other similar taxes, and Customer is responsible for payment of such taxes at the rate and in the manner prescribed by law. If Stardog has the legal obligation to pay or collect taxes for which Customer is responsible, Stardog will charge Customer and Customer will pay such amounts unless Customer provides Stardog with a valid tax exemption certificate authorized by the appropriate taxing authority.
5. MUTUAL CONFIDENTIALITY
a. Definition of Confidential Information. “Confidential Information” means all non-public information disclosed by a party (“Discloser”) to the other party (“Recipient”), whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Stardog’s Confidential Information includes, without limitation, the Service and pricing information. Customer’s Confidential Information includes, without limitation, the Customer Data.
b. Protection of Confidential Information. Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to: (i) not use any Confidential Information of Discloser for any purpose outside the scope of this Agreement; and (ii) limit access to Confidential Information of Discloser to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with Recipient containing protections not materially less protective of the Confidential Information than those in this Agreement.
c. Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser; (ii) was known to the Recipient before its disclosure by the Discloser without breach of any obligation owed to the Discloser; (iii) is received from a third party without breach of any obligation owed to Discloser; or (iv) is independently developed by the Recipient without use of or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will, to the extent legally permissible, provide Discloser with advance notice to seek a protective order.
6. PROTECTION OF DATA
a Security Measures. Stardog: (i) implements and maintains reasonable security measures appropriate to the nature of the Confidential Information including, without limitation, technical, physical, administrative, and organizational controls, designed to maintain the confidentiality, security, and integrity of Customer’s Confidential Information; (ii) implements and maintains industry standard systems and procedures for detecting, preventing, and responding to attacks, intrusions, or other systems failures and regularly tests, or otherwise monitors the effectiveness of the safeguards’ key controls, systems, and procedures; (iii) designates an employee or employees to coordinate implementation and maintenance of its Security Measures; and (iv) identifies reasonably foreseeable internal and external risks to the security, confidentiality, and integrity of Customer’s Confidential Information that could result in the unauthorized disclosure, misuse, alteration, destruction, or other compromise of such information, and assesses the sufficiency of safeguards in place to control these risks (collectively, “Security Measures”).
b. Notice of Data Breach. If Stardog becomes aware that there was unauthorized access or disclosure of Customer Data, Stardog will notify Customer of such event without undue delay, immediately act to eliminate the breach and preserve forensic evidence, and provide available information to Customer, as available, regarding the nature and scope of the breach.
7. PROPRIETARY RIGHTS. The Service and Documentation are the proprietary intellectual property of Stardog that contain trade secrets and are protected by copyright law. Subject to any license granted hereunder, Stardog retains sole and exclusive ownership of all right, title, and interest in and to the Service and Documentation. Any and all enhancements, modifications, corrections and derivative works that are made to the Service will be considered part of the Service for the purposes of this Agreement and will be owned by Stardog. Customer agrees not to alter, remove, deface or destroy any copyright, trademark or other proprietary markings or confidential legends placed upon or contained in the Service and the Documentation.
8. RESTRICTIONS
a. Restrictions. Customer shall not: (i) sell, resell, rent, or lease the Service or use it in a service-provider capacity; (ii) use the Service to store or transmit unsolicited marketing emails, libelous, or otherwise objectionable, unlawful, or tortious material, or to store or transmit infringing material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the Service or its related systems or networks; (v) reverse engineer the Service except as allowed by applicable law despite this limitation; or (vi) access the Service to build a competitive service or product, or copy any feature, function, or graphic for competitive purposes. Stardog may suspend Service to Customer if Stardog believes in good faith that Customer’s use of the Service poses an imminent threat to the security, availability, or legality of the Service; in such event, Stardog will work with Customer to address the issue and, where possible in Stardog’s discretion, restore Service as quickly as possible.
b. Prohibited Uses. Use of the Service may generate output that constitute Unacceptable Information, as defined below. You agree (i) to use reasonable efforts to avoid using the Service to generate Unacceptable Information, and (ii) in the event your use of the Service generates Unacceptable Information, you agree that Stardog shall not be liable for any losses, damages or other liability arising from any access to or disclosure of such Unacceptable Information and to indemnify, hold harmless and defend Stardog from any third-party losses, damages or other liability arising therefrom. “Unacceptable Information” means any information that can be used to:
· systematically without authorization retrieve data or other content from a third-party website or other electronic system;
· make any unauthorized use of a website, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses;
· circumvent, disable, or otherwise interfere with security-related features of any website, product or service, including features that prevent or restrict the use or copying of any content or enforce limitations on the use thereof;
· trick, defraud, or mislead any third-party (including attempting to impersonate another person);
· engage in any unauthorized automated use of a system;
· interfere with, disrupt, or create an undue burden on any websites, networks or services;
· harass, abuse, or harm another person.
· decipher, decompile, disassemble, or reverse engineer any software without authorization
· attempt to bypass any measures designed to prevent or restrict access to a website or other electronic system;
· harass, annoy, intimidate, or threaten any person or organization;
· infringe any intellectual property right (including copyright, patent, trademark and trade secret rights);
· create or use (or attempt to create or use) any viruses, Trojan horses or other such malicious code or material;
· disparage, tarnish, or otherwise harm any third-party; or
· breach or violate any applicable laws or regulations.
9. THIRD PARTY SERVICES. The Service interoperates with certain third-party services (which may be behind Customer’s firewall or a third-party web service) (“Third-Party Services”) and depends on continuing availability of and access to the Third-Party Services, including application programming interfaces, which are outside of Stardog’s control. Stardog is not responsible for any such Third-Party Services, nor has any liability hereunder to the extent the use of the Service is affected or limited by any such Third-Party Services. Customer must purchase Third-Party Services separately, if required by the third party.
7. TERM AND TERMINATION.
a. Subscription Term. The Subscription Term, which will be for a period of one (1) month, will automatically renew for successive one (1) month periods, unless either party cancels in advance of the end of the 30-day subscription term.
b. Termination for Material Breach. Either party may terminate this Agreement (i) for any material breach not cured within thirty (30) days following written notice of such breach, or (ii) immediately upon written notice if the other party files for bankruptcy, becomes the subject of any bankruptcy proceeding or becomes insolvent.
c. Effect of Termination. If this Agreement is terminated for Stardog’s uncured material breach, Stardog will refund to Customer any prepaid fees. No other termination by either party shall relieve Customer of any payment obligations or commitments under this Agreement and, upon any termination, except termination by Customer under Section 7.b, Customer shall promptly pay all unpaid fees due through the end of the applicable Subscription Term. Upon termination, Customer must immediately cease using the Service and Documentation. Upon request, following any termination of this Agreement, each party will destroy all of the other party’s Confidential Information.
9. LIABILITY LIMIT
a. EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT ALLOWED BY LAW, STARDOG IS NOT LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, COSTS OF DELAY, LOSS OF OR UNAUTHORIZED ACCESS TO DATA OR INFORMATION, OR LOST PROFITS, REVENUE, OR ANTICIPATED COST SAVINGS), EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS.
b. TOTAL LIMIT ON LIABILITY. TO THE MAXIMUM EXTENT ALLOWED BY LAW, STARDOG’S TOTAL LIABILITY SHALL NOT EXCEED $1,000.00 ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT, OR OTHERWISE) UNLESS OTHERWISE REQUIRED BY LAWS.
9. INDEMNIFICATION FOR THIRD-PARTY CLAIMS
a. By Stardog. If a third party claims that the Service infringes any patent, copyright, or trade secret, Stardog will defend Customer against such claim at Stardog’s expense and indemnify and hold harmless Customer against all reasonably attorney’s fees incurred and damages finally awarded through judgment or settlement in such claim, provided that Customer promptly notifies Stardog in writing of the claim, allows Stardog sole control of the defense and/or settlement, and cooperates with Stardog in the defense or settlement of such action. Stardog shall have no obligation to Customer with respect to any infringement claim against Customer if such claim is based upon (i) Customer’s use of the Service in a manner not expressly authorized by this Agreement, (ii) the combination, operation, or use of the Service with third-party material that was not provided by Company, if Customer’s liability would have been avoided in the absence of such combination, use, or operation, or (iii) modifications to the Service other than as authorized in writing by Stardog. If use of the Service is enjoined, Stardog may, at its option, secure for Customer the right to continue to use the Service, modify or replace the Service so that it is non-infringing, or, if neither of the foregoing options is available in Stardog’s reasonable opinion, terminate this Agreement and refund to Customer any pre-paid unused fees. THIS SECTION CONTAINS CUSTOMER’S EXCLUSIVE REMEDIES AND STARDOG’S SOLE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT.
b. By Customer. Customer will defend at its own expense any third-party claim against Stardog arising from or related to Customer Data and will indemnify and hold harmless Stardog against all reasonable attorney’s fees incurred and damages finally awarded through judgment or settlement of such claim. Stardog shall: (i) give Customer prompt written notice of such suit or claim, (ii) grant Customer sole control of the defense or settlement of such suit or claim, and (iii) reasonably cooperate with Customer, at Customer’s expense, in Customer’s defense or settlement of the suit or claim.
10. GOVERNING LAW AND FORUM
This Agreement is governed by the laws of the Commonwealth of Virginia (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this Agreement. Any suit or legal proceeding must be exclusively brought in the federal or state courts for Arlington County, Virginia, and Customer submits to this personal jurisdiction and venue. The UCITA as enacted in Virginia and the UN Convention on Contracts for the International Sale of Goods do not apply. Nothing in this Agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction.
11. NO CHARGE USE. Customers that Stardog does not charge a fee for use of the Service agree as follows: (i) the Service is provided “AS IS” and without any performance warranties, (ii) Subsection 3.a. shall not apply to Customer, (iii) notwithstanding any provision of Subsection 1.b. Exhibit A, the Service Level Commitment, shall not apply to Customer, and (iv) notwithstanding any provision of Section 7, Stardog may terminate the Service at any time with seven (7) days prior notice to Customer.
12. OTHER TERMS
a. Entire Agreement; Amendment; Waiver. This Agreement constitute the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation concerning this subject matter, oral or written, not included in this Agreement. No representation, promise, or inducement not included in this Agreement is binding. No modification or waiver of any term of this Agreement is effective unless agreed by both parties in writing.
b. No Assignment. Neither party may assign or transfer this Agreement to a third party, nor delegate any duty, except that the Agreement may be assigned, without the consent of the other Party, as part of a merger or sale of all or substantially all a party’s businesses and assets, not involving a competitor of the other party, or at any time to an Affiliate.
c. Export Compliance. The Service and Confidential Information may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. Neither party will permit its personnel or representatives to access any Service in a U.S.-embargoed country or in violation of any applicable export law or regulation.
d. Independent Contractors. The parties are independent contractors with respect to each other.
e. Enforceability and Force Majeure. If any term of this Agreement is invalid or unenforceable, the other terms remain in effect. Neither party is liable for events beyond its reasonable control, including, without limitation, force majeure events.
f. No Additional Terms. Stardog objects to and rejects any additional or different terms proposed by Customer, including those contained in Customer’s purchase order, acceptance, vendor portal or website
g. Survival of Terms. All provisions of this Agreement regarding payment, confidentiality, indemnification, limitations of liability, proprietary rights and such other provisions that by fair implication require performance beyond the term of this Agreement shall survive expiration or termination of this Agreement until fully performed or otherwise are inapplicable.
h. Notices. All notices or other communications required to be given hereunder shall be in writing and delivered in all instances by both (i) email, provided that the recipient confirms receipt within 24-hours by email reply, and (ii) by personal delivery, U.S. mail, certified, return receipt requested, postage prepaid, or recognized overnight courier service, and addressed to the party to be notified at their last email and mailing address known to the other party. . All notices and other communications required or permitted under this Agreement shall be deemed given when delivered personally on the day of personal delivery, one (1) day after being deposited with such overnight courier service, five (5) days after being deposited in the United States mail, postage prepaid, or upon receipt of the email confirmation.
i. Feedback. If Customer provides feedback or suggestions about the Service, then Stardog may use such information without obligation, liability or accounting to Customer.
Exhibit A
Service Level Commitment
SLA Commitment
Subject to the conditions in this SLA, Stardog will use commercially reasonable efforts to make the Service available for the Monthly Uptime Percentage of 95%.
Service Credits
Service Credits
Service Credits are calculated based on the table below.
To receive a service credit, Customer must notify Stardog by emailing support@stardog.com within 30 days after the end of the month in which Stardog’s applicable failure to meet the SLA occurred.
Definitions
“Unavailable” or “unavailability” means the Service has unpermitted downtime for read operations.
“Maintenance Window” means the period of Service unavailability due to maintenance of which Stardog notifies Customer at least one week in advance via the Stardog website (currently https://status.stardog.com/) or via email. Stardog will use commercially reasonable efforts to schedule maintenance during weekend hours and to limit maintenance to four hours per month.
“Unpermitted Downtime” means the Service is unresponsive except:
during a Maintenance Window, or
due to causes beyond Stardog’s reasonable control, such as, for example, labor disputes; riots; civil disturbances; acts of God; acts of war or terror; government actions; orders of courts or tribunals; third-party API credential or permission errors or unavailability; Customer equipment; or computer, telecommunications, internet service provider or hosting facility failures or delays involving hardware, software or power systems, malicious or exploitable code, hacking, or denial of service attacks.
Large Bulk Uploads / Transactions
If Customer plans to upload data sets greater than 50 million triples, Customer must coordinate to an upgraded plan with Stardog to help ensure that the uploads occur in a timely manner.
Exclusions
This SLA does not apply to sandboxes or other Customer non-production environments, or to Services designated in writing as beta, pilot, limited release, development, or test bed environments, or by descriptions of similar import, or to any Stardog products or services that expressly exclude this SLA as specified in the documentation for such products or services.
Stardog will have no obligations under this SLA during any period in which Customer is in breach of this Agreement, including Customer’s payment obligations thereunder.
Last Revised July 9, 2024.