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STARDOG ENTERPRISE AGREEMENT

 

This Stardog Enterprise Agreement incorporates the terms and conditions set forth in any Order Form or other exhibits or addenda referenced herein. The term “Customer” includes any entity that is an Affiliate, as defined below, of the initial Customer.

1. LICENSES

a. Hosted Services License. In accordance with the terms of an Order Form, the “Hosted Services License”grants Customer a non-exclusive, non-transferable, right and license to access and use, solely for its internal businesspurposes, the product(s), on a hosted basis, specified in an Order Form and the accompanying user documentation (“Documentation”) for such product(s). Use of such product(s) is subject to any additional limitations set forth in the Order Form.

b. On-premises Software License. In accordance with the terms of an Order Form, the “On- premises Software License” grants Customer a non-exclusive, non-transferable, right and license to run, access and use, solely for its internal business purposes, the product(s), on a platform managed by Customer, specified in an Order Form and the accompanying user documentation (“Documentation”) for such product(s). The Stardog software, enhancements, corrections and other modifications thereto, Documentation, and license keys provided to Customer (collectively, the “Software”) are licensed and not sold. Use of such product(s) is subject to any additional limitations set forth in theOrder Form, including the maximum number of Nodes, as defined below, for the Software. “Node” means each installed instance of the Software, whether installed on a computer, server, virtual machine, container or othercomputing environment, and whether functioning in a high availability cluster or not.

2. ORDER FORMS

a. In General. The parties shall mutually agree to and execute for each order addenda hereto (each, upon execution by both parties, an “Order Form”). An Order Form shall set forth the following: (i) the product(s) subjectto the Hosted Services License and the product(s) subject to the On-premises Software License (together, the“Licensed Products”), (ii) the commencement date and expiration date for the period of access to and use of each ofsuch Licensed Products (a “Subscription Term”), (iii) any conditions, restriction, limitations or other terms that govern Customer’s access to and use of the Licensed Products, and (iv) the subscription, upfront, usage, or other fees for the Licensed Products for the applicable Term (the “Fees”). Each Subscription Term shall automatically renew for a successive Subscription Term equal in duration to the initial Subscription Term, unless either party provides the other party with at least ninety (90) days prior written notice of its intent not to renew.

b. Affiliates. Customer may allow an Affiliate, as defined below, to use the Licensed Products, provided,however, that (i) Customer is responsible for and liable hereunder for an Affiliate’s compliance with the Agreement, and (ii) use of the Licensed Products by an Affiliate shall be solely for the benefit of Customer and its Affiliates. In addition, an Affiliate may enter into orders for Licensed Products in accordance with Section 2.a. An Affiliate entering into an Order Form agrees to be bound by the Agreement as if theAffiliate were an initial party hereto. “Affiliate” means any company controlled by a party, that controls a party, or under common control with a party, directly or indirectly, with an ownership interest of at least fifty percent (50%).

c. Contractors. Customer may allow its contractors to use the Licensed Products, provided, however, that (i) Customer is responsible for and liable hereunder for each such contractor’s compliance with the Agreement, and (ii) use of the Licensed Products by contractors is solely for the benefit of Customer.

3. SERVICES

a. Support Services. During the Term, Stardog will provide Customer the services (the “Support Services”) set forth in the support agreement designated in the Order Form (the “Support Agreement”). During the Term, Stardog may update the Licensed Products and make available to Customer new versions, updates, and other upgrades (collectively, “Upgrades”), without additional charge. Upgrades will become part of the Licensed Products and will be subject to the provisions of the Agreement. Stardog shall provide Support Services in accordance with the applicable Support Agreement only for the current release and one prior version of the Licensed Products.

b. Supplemental Services. The Order Form or an addendum referred to therein shall govern the provision by Stardog to Customer of any supplemental services, including but not limited to implementation, training and other professional or premium support services regarding the Licensed Products.

4. CUSTOMER RESPONSIBILITIES; 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 all activity in or conducted through its account; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account and notify Stardog promptly of any such unauthorized access; and (iv) may use the Licensed Products only in accordance with the Documentation therefor and applicable law.

b. Customer Data. Customer retains all rights, title and interest in and to ownership of any data uploaded or otherwise inputted by Customer for use by or made accessible to the Licensed Products or generated by the processing of such data by the Licensed Products (“Customer Data”). Customer represents and warrants that use and supply of Customer Data in connection with the Licensed Products (i) is legally and rightfully authorized, (ii) does notinfringe 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 make available to Customer the Licensed Products, and (ii) as necessary to maintain and improve the Licensed Products.

5. LIMITED WARRANTY

a. In General; Remedy. Stardog warrants to Customer that, during the Term, the Licensed Products will perform materially in accordance with the Documentation and comply with the service levels set forth in the SupportAgreement. At no additional cost to Customer, and as Customer’s sole and exclusive remedy for noncompliance of the Licensed Products with this limited warranty, Stardog will use commercially reasonable efforts to correct any such noncompliance, provided Stardog receives written notice from Customer outlining the specific details of the noncompliance, Customer reasonably cooperates with Stardog to diagnose and remedy the noncompliance, and if such efforts are unsuccessful, then Customer may terminate, and receive a refund of any pre-paid and unused fees for the affected Licensed Products for the remainder of the Term. This limited warranty shall be void if the non-compliance arises from (i) the use or operation of the Licensed Products with an application or in an environment other than as set forth in the Documentation, (ii) modifications to the Licensed Products that were 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 Licensed Products in a manner for which it was not designed, or (vi) causes external to the LicensedProducts such as, but not limited to, Customer systems and environment, power failure or electrical power surges. THIS REMEDY IS CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND STARDOG’S SOLE LIABILITY FOR A WARRANTY CLAIM.

b. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, STARDOG DISCLAIMS ALL OTHERWARRANTIES, 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 LICENSED PRXODUCTS, STARDOG DOES NOT GUARANTEE THAT THE LICENSED PRODICTS CANNOT BE COMPROMISED. CUSTOMER UNDERSTANDS THAT USE OF THE LICENMSED PRODUCTS MAY NOT BE ERROR FREE OR UNINTERRUPTED.

6. FEES; PAYMENT; TAXES.

Stardog shall invoice Customer for the Licensed Products’ Fees, which includesany subscription fee, implementation fee, support fee and other fee set forth in the applicable Order Form. All Fees shall be due thirty (30) days after delivery of the invoice or as set forth in the Order Form. 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.

7. 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 Licensed Products, Documentation, and Software, all designs, flow charts, workflow processes, methodologies, algorithms, code (source and executables), user interfaces, and other technologies associated therewith, and pricinginformation. 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 Recipient before its disclosure by Discloser without breach of any obligation owed to Discloser; (iii) is received from a third party without breach of anyobligation owed to Discloser; or (iv) is independently developed by Recipient without use of or access to Confidential Information. 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.

d. Data Security Measures.

i. Security Measures. Stardog: (i) implements and maintains reasonable security measures appropriate tothe 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, orotherwise 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 (as defined below); 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”).

ii. 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 toeliminate the breach and preserve forensic evidence, and provide available information to Customer, asavailable, regarding the nature and scope of the breach.

8. STARDOG PROPRIETARY RIGHTS; RESTRICTIONS

a. Reservation of Rights. The Licensed Products and Documentation are the proprietary intellectual property of Stardog and its licensors 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 LicensedProducts and Documentation. Any and all enhancements, corrections, derivative works, and other modifications that are made to or from the Licensed Products shall be considered part of the Licensed Products for the purposes of the Agreement and shall be owned by Stardog. Customer agrees not to alter, remove, deface, or destroy any copyright,trademark. or other proprietary markings or confidentiality legends placed upon or contained in the Licensed Products and the Documentation. Stardog reserves all rights not expressly granted to Customer in the Agreement.

b. Restrictions. Customer shall not: (i) sell, resell, rent, license or sublicense, lease or otherwise transfer theLicensed Products or use thereof or use it in a service-provider capacity; (ii) use the Licensed Products 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 Licensed Products; (iv) attempt to gain unauthorized access to the Licensed Products or its related systems or networks; (v) create a derivative work of the Licensed Products, or translate, decompile, disassemble, or otherwise reverse engineer the Licensed Products except as allowed by applicable law despite this limitation; (vi) evaluate, access, or use the Licensed Products to develop, or for the purpose of developing, a competitive service or product, or copy any feature, function, or graphic forcompetitive purposes, or (vii) operate the Licensed Products other than in accordance with its Documentation. Stardog may suspend Customer’s use and access to the Licensed Products to Customer if Stardog believes in good faith that Customer’s use of the Licensed Products poses an imminent threat to the security, availability or legality of the Licensed Products; in such event, Stardog will work with Customer to address the issue and, where possible in Stardog’s discretion, restore use of and access to the Licensed Products as quickly as possible.

c. Prohibited Uses. Use of the Licensed Products may generate output, including responses, that constitute Unacceptable Information, as defined below. Customer agrees (i) to use reasonable efforts to avoid queries and prompts that generate Unacceptable Information, and (ii) in the event Customer’s queries or prompts generateUnacceptable Information, Customer agrees that Stardog shall not be liable for any losses, damages or other liability arising from any access to or disclosure or use 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 ofusers 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 orservice, 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.

d. Third-Party Services. The Licensed Products interoperate with certain third-party services (which may be behind Customer’s firewall or a third-party web service) (“Third-Party Services”) and depend 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 Licensed Products is affected or limited by any such Third-Party Services. Customer must purchase Third-Party Services separately, if required by the third party.

9. TERM AND TERMINATION

a. Term. The Agreement shall commence on the Effective Date first set forth above and, unless earlier terminated as set forth herein, expire when all Order Forms have expired.

b. Termination for Material Breach. A party may terminate this Agreement or any Order Form (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 becomesinsolvent. An Order Form may not be terminated by either party for any other reason, including, without limitation, for convenience.

c. Effect of Termination. If this Agreement or an Order Form is terminated for Stardog’s uncured material breach, Stardog will refund to Customer any prepaid fees for the remainder of any applicable Subscription Term(s).No other termination by either party shall relieve Customer of any payment obligations or commitments under any Order Form and, upon any termination, except termination by Customer under Section 9.b, Customer shall promptly pay all unpaid fees due through the end of the term of such Order Form. Upon termination, Customer must immediately cease using the Licensed Products and Documentation and, within five (5) days, de- install, and destroy or return the Software and all copies. Upon Stardog’s request, Customer will confirm in writing its compliance with this destruction or return requirement. Upon request, following any termination of the Agreement, each party will destroy or return all of the other party’s Confidential Information.

10. LIABILITY LIMIT

a. Exclusion of Damages, TO THE MAXIMUM EXTENT ALLOWED BY LAW, STARDOG SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE 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 of Liability. TO THE MAXIMUM EXTENT ALLOWED BY LAW, STARDOG’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER UNDER THE ORDER FORM GIVING RISE TO THE CLAIM WITHIN THE 12-MONTH PERIOD PRIOR TO THE EVENT THAT GAVE RISE TO THE LIABILITY.

11. INDEMNIFICATION FOR THIRD-PARTY CLAIMS

a. By Stardog. If a third party claims that the Licensed Products infringe 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 of suchclaim, provided that Customer promptly notifies Stardog in writing of the claim, allows Stardog sole control of the defense and/or settlement, and reasonably 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 Licensed Products in a manner not expressly authorized by the Agreement, (ii)the combination, operation, or use of the Licensed Products with third party material that was not provided by Stardog, if Customer’s liability would have been avoided in the absence of such combination, use, or operation, or (iii) modifications to the Licensed Products other than as authorized in writing by Stardog. If use of the Licensed Products is enjoined, Stardog may, at its option, secure for Customer the right to continue to use the Licensed Products, modify or replace the Licensed Products 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 applicable to the remainder of the Subscription Term. 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 Customer Data, including Unacceptable Information, 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,provided that Stardog promptly notifies Customer in writing of the claim, Customer sole control of the defense and/or settlement, and reasonably cooperates with Customer in the defense or settlement of such action.

12. 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 statecourts for Arlington County, Virginia, and Customer submits to personal jurisdiction and venue therein. The UCITA as enacted in Virginia does not apply. Nothing in this Agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction.

13. OTHER TERMS

a. Entire Agreement; Amendment; Waiver. The Agreement, including all Order Forms, constitutes the entire agreement between the parties and supersedes 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 the Agreement. No representation, promise, or inducement notincluded in the Agreement is binding. No modification or waiver of any term of the Agreement is effective unless agreed by both parties in writing.

b. No Assignment. Neither party may assign or transfer the Agreement to a third party, nor delegate any duty, except that the Agreement, including all Order Forms, 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, assets, not involving a competitor of the other party, or at any time to an Affiliate.

c. Export Compliance. The Licensed Products and Confidential Information may be subject to export lawsand 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 Licensed Products in a U.S.-embargoed country or in violation of any applicable export law or regulation.

d. U.S. Government Restricted Rights. If Customer is a United States government agency or acquired the license to the Licensed Products hereunder pursuant to a government contract or with government funds, then as defined in FAR §2.101, DFAR §252.227-7014(a)(1), and DFAR §252.227-7014(a)(5), or otherwise, all Licensed Products provided in connection with the Agreement are“commercial items,” “commercial computer software,” or “commercial computer software documentation.” Consistent with DFAR §227.7202 and FAR §12.212, any use, modification, reproduction, release, performance,display, disclosure, or distribution by or for the United States government is governed solely by the terms of the Agreement and is prohibited except to the extent permitted by the terms of the Agreement.

e. Open Source Software Licenses. The Licensed Products may contain embedded open source software components, which are provided as part of the Licensed Products and for which additional terms may be included inthe product documentation or in a file provided to Customer.

f. Independent Contractors. The parties are independent contractors with respect to each other.

g. Enforceability and Force Majeure. If any term of the Agreement is invalid or unenforceable, the otherterms remain in effect. Neither party is liable for events beyond its reasonable control, including, without limitation, force majeure events.

h. Money Damages Insufficient. Any breach by a party of the Agreement or violation of the other party’sintellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach of the Agreement.

i. Compliance Audit. No more than once in any 12-month period and upon at least thirty(30) days’ advance notice, Stardog (or its representative) may audit Customer’s usage of the Licensed Products. Customer will cooperate with such audit. Customer agrees to pay within thirty (30) days of written notificationany fees applicable to Customer’s use of the Licensed Products in excess of the license.

j. 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. Neither Stardog’s acceptance of Customer’s purchase order nor its failure to object elsewhere to any provisions of any subsequent document, website, communication, or act of Customer shall be deemed acceptance thereof or a waiverof any of the terms hereof.

k. Order of Precedence. If there is an inconsistency between terms in the Agreement, the terms of the last-dated applicable Order Form shall prevail.

l. Survival of Terms. All provisions of the Agreement regarding payment, confidentiality, indemnification,limitations of liability, proprietary rights and such other provisions that by fair implication require performance beyond the term of the Agreement shall survive expiration or termination of the Agreement until fully performed or otherwise are inapplicable. The UN Convention on Contracts for the International Sale of Goods does not apply.

m. Notices. All notices or other communications required to be given hereunder shall be in writing and delivered either by personal delivery, by U.S. mail, certified, return receipt requested, postage prepaid, by nationally recognized overnight courier service, or by email, provided that the recipient confirms receipt within 24-hours by email reply, and addressed to the party to be notified at their address set forth in the Order Form (or such other address as each party may designate in writing). All notices and other communications required or permitted under this Agreement shall be deemed given when delivered personally, 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.

n. Feedback. If Customer provides feedback or suggestions about the Licensed Products, then Stardog mayuse such information without obligation, liability or accounting to Customer.

 

Exhibit A: Support Agreement for Hosted Services Licenses

This Support Agreement is incorporated into and governed by the accompanying Stardog Enterprise Agreement.

1. Service Levels

a. Standards

b. Service Level Commitment. Subject to the conditions set forth in this Support Agreement, Stardog will use commercially reasonable efforts tomake the Licensed Products available for the Monthly Uptime Percentage of 99.9%.

c. Definitions

“Service” means the ability of Customer to use the Licensed Products for the intended purpose. “Unavailable” means the Licensed Products has unpermitted downtime for read operations.

“Maintenance Window” means the period of Licensed Products unavailability due to maintenance of which Stardognotifies 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 limitmaintenance to four hours per month.

“Unpermitted Downtime” means the Licensed Products is unresponsive except:

• during a Maintenance Window, or
• due to causes beyond Stardog’s reasonable control, such as, for example, labor disputes; riots; civildisturbances; 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.

2. Large Bulk Uploads / Transactions

If Customer plans to upload data sets greater than 100 million triples or 10 gigabytes, Customer must coordinate such uploads with Stardog to help ensure that the uploads occur in a timely manner.

3. Backup and Retention

Stardog will retain any back-ups including any and all data associated to the endpoint(s) licensed as per the Order Form for thirty (30) calendar days after expiration or termination of the applicable Order Form or the Agreement, which ever first occurs.

4. Exclusions

a. Non-Production Environments. This Support Agreement does not apply to sandboxes or other Customer non-production environments, or to Licensed Products designated in writing as trial, 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 Support Agreement as specified in the documentation for such products or services.

b. ** ** Breach. Stardog will have no obligations under this Support Agreement during any period in which Customer is in breach of the Agreement, including Customer’s payment obligations thereunder.

Last Revised March 15, 2024.