TypeDB Terms of Service

 

Last Updated: November 30, 2023

INFORMATION ABOUT US

Vaticle Ltd is a company registered in England and Wales under company number 08766237 and with its registered office at First Floor, 5 Fleet Place, London, United Kingdom, EC4M 7RD (“Vaticle“).

Vaticle specializes in the development of database software to solve complex problems, and in particular has developed and is the owner of “TypeDB” a polymorphic database with a conceptual data model, a strong subtyping system, a symbolic reasoning engine, and a type-theoretic language: TypeQL.

Vaticle offers TypeDB (and associated software and/or services – and where applicable “TypeDB” shall be construed accordingly) via typedb.com (the “Site”) on the terms and subject to the conditions in this agreement (“Agreement”).

AGREEMENT

REFERENCES TO “CUSTOMER”, “YOU” AND “YOUR” ARE TO THE PERSON THAT COMPLETES THE TYPEDB SUBSCRIPTION VIA THE SITE.

YOUR ACCESS AND USE OF TYPEDB IS ON THE TERMS AND SUBJECT TO THE CONDITIONS IN THIS AGREEMENT.

BY DOWNLOADING, INSTALLING, COPYING, ACCESSING OR USING TYPEDB VIA THE SITE OR ANY OTHER METHOD OF ACCESS, YOU ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT FOR YOUR USE OF TYPEDB. 

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL POWER AND AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT AND ACKNOWLEDGE THAT ANY PERSON OR ENTITY YOU AUTHORIZE TO USE YOUR SERVICES ACCOUNT WILL ALSO BE BOUND BY THIS AGREEMENT.

1. LICENSE TO TYPEDB

1.1 Usage License Use. On the terms and conditions of this Agreement, and subject to the payment of all Fees you are granted a non-exclusive, non-sublicensable, non-transferable, worldwide, limited license to access and use TypeDB for your internal business purposes only consistent with TypeDB Documentation (the “Documentation”) and subject to any limitations set forth in this Agreement.

1.2 TypeDB Support. If your subscription includes associated TypeDB support services this will be provided as detailed in our TypeDB Support and Service Level Agreement.

1.3  Updates to TypeDB & Support. Vaticle reserves the right to modify TypeDB, and associated TypeDB support services and/or other products and services, and provide updates from time to time at its discretion.  While we may modify our support policy from time to time, we will not modify it in a way that materially and adversely affects your TypeDB support services. By continuing to use TypeDB and/or associated TypeDB support and/or other products and services after the effective date of any update, you agree to be bound by the amended terms of service.

2. YOUR USAGE OBLIGATIONS

2.1 Permitted Usage and Responsibilities. You may access and use TypeDB for your own internal business purposes only. You may not: (a) resell or sublicense TypeDB or any part thereof; (b) use TypeDB in a way that poses a risk to TypeDB or any third party; (c) modify, alter, tamper with, repair, or create derivative works of TypeDB or any software included in TypeDB; (d) reverse engineer, disassemble, or decompile TypeDB or apply any other process or procedure to derive the source code of any software included in TypeDB; (e) access or use TypeDB in a way intended to avoid incurring fees or exceeding usage limits or quotas; (f) use TypeDB in connection with any fork or derivative work of TypeDB; (g) attempt to disable or circumvent any security mechanisms used by TypeDB; or (h) use TypeDB unlawfully. Any attempt to do so will constitute a material breach of this Agreement.

2.2 Restricted Usage. Your use of TypeDB is subject to all applicable local, state, national and international laws and regulations, and you agree not to violate such laws and regulations. By entering into this Agreement and/or using TypeDB, you represent and warrant that you are not located in, under the control of, or a national or resident of any country to which any of the United Kingdom, the European Union or the United States has embargoed goods. You agree you will not export or re-export any goods or products unless YOU have complied with all applicable U.S. and foreign government export controls and approvals.

2.3 Equipment. You shall be responsible for obtaining and maintaining all and any equipment and ancillary services needed to connect to, access or otherwise use TypeDB, including without limitation modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). You shall be solely responsible for the proper configuration and management of your Equipment on which TypeDB will be installed, and understand and acknowledge that the failure to properly configure and manage your Equipment may adversely temporarily affect performance. You shall further be responsible for maintaining the security of the Equipment, your account information, passwords and files, and for all uses of your account or Equipment with or without your knowledge or consent.

3. INTELLECTUAL PROPERTY RIGHTS

3.1 General. This Agreement does not transfer any right, title or interest in any intellectual property to any party, except as expressly set forth in this Agreement.

3.2 Vaticle Rights.  Vaticle (and its licensees) owns and retains all ownership and intellectual property rights in TypeDB, and any updates, maintenance releases, derivative works, and anything developed or delivered by Vaticle as part of TypeDB, and any related media, online or electronic documentation, including all copyrights, patents, trade secret rights, trademarks, and other intellectual property rights thereto. TypeDB and all such works are protected by, among other things, the copyright laws of the United States, international copyright treaties and conventions, and other laws around the world. All rights not granted herein are reserved to Vaticle.

3.3 Your Rights.  You (or your licensees) own and retain all ownership and intellectual property rights in data that you store on TypeDB (“Customer Data”). By providing Customer Data, you hereby grant Vaticle a limited, non-exclusive, fully paid, royalty-free, sub-licensable, transferable and worldwide license to use, modify, perform, display, reproduce and distribute Customer Data for the purpose of operating and providing TypeDB to you.

3.4 Feedback. You are not obligated to provide Vaticle with any suggestions or other feedback, but if you do, we may use and modify this feedback without any restriction or payment.

4. FEES AND PAYMENT

4.1 Fees. The fees and charges (“Fees”) for your use of TypeDB are calculated as described on the Site specific to TypeDB and the associated TypeDB Support and/or other products and services that you are using. Vaticle may increase or add new fees and charges by updating the Site. In the event that Vaticle changes pricing, the fees payable by you will increase or decrease in accordance with any such modification upon the date specified on the Site. Your obligations associated with Fees are not cancellable and Fees paid are not refundable.

4.2 Payment. The Fees for use of TypeDB are due and payable as described on the Site, and payment is by your credit card. You authorize a recurring monthly charge to your credit card based on our current fee schedule for TypeDB or associated TypeDB Support and/or other products and services, as applicable. For monthly charges, Vaticle may bill you more frequently for fees accrued if a) Vaticle believes there is a risk of non-payment, b) if Vaticle suspects that your account is fraudulent or c) if usage/spending caps have been achieved.

4.3 Taxes. The Fees exclude and you will pay applicable taxes and similar charges, including sales, usage, excise and value added taxes. Nothing in this Agreement requires either party to pay any income taxes or similar charges of the other party. If applicable law requires you to withhold any amount from your payment, you will provide us with copies of documents related to your withholding upon our request.

4.4 Breach. Failure to pay Fees (for whatever reason and howsoever arising) may result in immediate termination of Services.

5. TERM AND TERMINATION

5.1 Agreement Term. The term of this Agreement commences when you deploy TypeDB, and will remain in effect unless and until terminated in accordance with this Agreement.

5.2 TypeDB Term. Unless and until terminated in accordance with this Agreement, the TypeDB licence shall continue for so long as TypeDB is deployed and the Fees are paid.

5.3 TypeDB Support Term. TypeDB support services included in your subscription (or subsequently) shall be for an initial 30 day period and shall renew automatically for subsequent 30 day periods unless cancelled by a party before expiry of the next renewal period or otherwise terminated in accordance with this Agreement.

5.4 Termination for Breach. If a party fails to cure a material breach of this Agreement within 30 days after receipt of written notice of the breach, the other party may terminate this Agreement. During the term of this Agreement, we may inspect your records relating to your use of TypeDB and associated support services for the purposes of verifying compliance with this Agreement.

5.5 Rights Upon Termination or Expiration. Upon the termination or expiration of this Agreement for any reason, all rights and licences granted under this Agreement shall terminate in full, and you shall immediately cease use of TypeDB and you shall remove TypeDB from all servers covered by the terminated subscriptions Any provision of this Agreement that by its nature or context is intended to survive shall so survive, including without limitation indemnification, limitation of liability or payment obligations.  For one year following termination, we may inspect your records relating to your use of TypeDB associated support services for the purposes of verifying compliance with this Agreement.

5.6 Suspension. Vaticle may suspend your access to or use of TypeDB if Vaticle reasonably believes that: (a) there is a significant threat to the functionality, security, integrity or availability of TypeDB; or (b) you or your authorized users are accessing or using TypeDB to commit an illegal act or in violation of this Agreement. Vaticle will use commercially reasonable efforts to provide you with advance notice of such suspension, except in the event of an emergency or if Vaticle is prevented from providing advance notice for legal reasons. A suspension shall not excuse you from payment obligations in connection with this Agreement.

6. CONFIDENTIALITY

6.1 Confidential Information. “Confidential Information” means information or data that is either identified as, or should reasonably be understood by the receiving party to be, proprietary or confidential given the nature and the circumstances surrounding disclosure. Confidential Information includes, but is not limited to: proprietary technical information, know-how, algorithms, source codes, training models, software (including, but not limited to, TypeDB and updates) and documentations (including, but not limited to, documentations of TypeDB and updates), and trade secrets, methods and models. With respect to you, Confidential Information also includes all Customer Data.

6.2 Non-Disclosure and Non-Use. The receiving party shall use the disclosing party’s Confidential Information only in connection with this Agreement and shall the disclosing party’s Confidential Information by using the same degree of care used to protect its own confidential information, but not less than a reasonable degree of care. The receiving party will limit disclosure of the disclosing party’s Confidential Information to its directors, officers, employees and contractors bound to confidentiality obligations at least as protective as the confidentiality provisions in this Agreement and who have a need to know the Confidential Information. The receiving party will not disclose the disclosing party’s Confidential Information to any other third party without the disclosing party’s consent. The receiving party may disclose Confidential Information where required by law pursuant to a compulsory governmental process, provided that the receiving party, if legally permitted, promptly notifies the disclosing party, so that the disclosing party may seek a protective order or other appropriate remedy. Each party will return or destroy the other party’s Confidential Information upon written request from the other party.

7. OPEN-SOURCE SOFTWARE

TypeDB may contain open-source software components, each of which may have copyright notice requirements and applicable license conditions. These components are subject to the terms of third-party open-source licenses, which are not incorporated into this Agreement.

8. INDEMNIFICATION

8.1 Indemnification by Vaticle. If a third party asserts a claim against you that TypeDB infringes a third party’s intellectual property right (a “TypeDB Claim”), Vaticle will defend you against the TypeDB Claim at Vaticle’s expense and indemnify you from any damages, reasonable legal fees and costs finally awarded against you to the extent resulting from the TypeDB Claim or for amounts paid by you to settle the TypeDB Claim provided that: (a) Vaticle shall be promptly notified in writing by you of any notice of any such claim; (b) Vaticle shall have the sole control of the defence of any action on such claim and all negotiations for its settlement or compromise and shall bear the costs of the same; and (c) you shall cooperate fully at Vaticle’s expense with Vaticle in the defence, settlement or compromise of such claim. Vaticle will not be obligated to defend or indemnify you if the TypeDB Claim is based on: (i) combination of TypeDB with other software, content, data or business process not contemplated by Documentation; (ii) use of any older release of TypeDB when use of a newer version would have avoided the alleged or actual infringement; (iii) any modification of TypeDB made by anyone other than Vaticle; or (iv) Vaticle’s compliance with any materials, designs, specifications or instructions provided by you.

8.2 Indemnification by you. You shall indemnify, defend, and hold harmless Vaticle (and its officers, directors, employees, and agents) from and against any and all claims, suits, liability, damages, losses, costs, or expenses (including reasonable attorneys’ fees) arising from: (a) your use of TypeDB in a manner not permitted by this Agreement; (b) a claim that your Customer Data infringes a third party’s intellectual property rights or violates any applicable data privacy law; or (c) wilful or negligent acts or omissions by you, in each case provided that: (i) you shall be promptly notified in writing by Vaticle of any notice of any such claim; (ii) you shall have the sole control of the defence of any action on such claim and all negotiations for its settlement or compromise and shall bear the costs of the same; and (iii) Vaticle shall cooperate fully at your expense with you in the defence, settlement or compromise of such claim.

9. DISCLAIMER OF WARRANTIES

VATICLE PROVIDES TYPEDB “AS IS” AND ON AN “AS AVAILABLE” BASIS WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER ORAL OR WRITTEN, WHETHER EXPRESS, IMPLIED, OR ARISING BY STATUTE, CUSTOM, COURSE OF DEALING, OR TRADE USAGE.  TO THE MAXIMUM EXTENT PERMISSIBLE BY APPLICABLE LAW, VATICLE DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, WITH REGARD TO TYPEDB.

YOU ACKNOWLEDGE THAT THE OPERATION OF TYPEDB MAY NOT BE UNINTERRUPTED OR ERROR-FREE, AND THAT ERRORS MAY NOT BE CORRECTED.  VATICLE IS NOT RESPONSIBLE IN ANY WAY FOR ANY INTERFERENCE, ERRORS, OR PREVENTION OF YOUR ACCESS TO OR USE OF TYPEDB. IT IS YOUR SOLE RESPONSIBILITY AS CUSTOMER TO DETERMINE THAT TYPEDB MEETS YOUR BUSINESS NEEDS AND IS SUITABLE FOR THE PURPOSES FOR WHICH IT IS USED. IT IS YOUR RESPONSIBILITY TO CHECK THAT THE STORAGE OF AND ACCESS TO YOUR DATA VIA TYPEDB AND THE SITE WILL COMPLY WITH LAWS APPLICABLE TO YOU AND YOUR BUSINESS (INCLUDING ANY LAWS REQUIRING YOU TO RETAIN RECORDS).  VATICLE IS NOT RESPONSIBLE FOR AND EXPRESSLY DISCLAIMS ANY WARRANTIES RELATED TO ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF TYPEDB THAT ARISES FROM CUSTOMER DATA.

10. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL VATICLE BE LIABLE TO YOU FOR ANY CLAIM (WHETHER IN CONTRACT, TORT, OR OTHERWISE) FOR ANY CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS PROFITS AND/OR BUSINESS INTERRUPTION, LOST DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED, WHETHER FORESEEABLE OR NOT, ARISING OUT OF THESE TERMS, EVEN IF VATICLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF VATICLE ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, OR VATICLE’S NEGLIGENCE IN RESPECT OF ANY ONE INCIDENT, OR SERIES OF CONNECTED INCIDENTS, EXCEED THE GREATER OF THE FEES PAID BY YOU IN THE TWELVE (12) MONTH PERIOD PRECEDING A CLAIM OR ONE THOUSAND DOLLARS ($1,000).

11. USE REPORTING, LICENSE VIOLATIONS AND REMEDIES

Vaticle reserves the right to collect usage data on TypeDB including account identifications, security credentials, server IP addresses, domain counts and other relevant information to ensure that Vaticle’s products are being used in accordance with this Agreement. Vaticle collects and stores this data in accordance with its Privacy Policy. In addition, Vaticle reserves the right to remedy any misuse of TypeDB immediately upon discovery via this data collection. You agree not to interfere with the transmission of data required for compliance with this Agreement, and such interference shall be considered to be a violation of this Agreement and will result in immediate termination of this Agreement and your access to TypeDB.  Vaticle reserves the right to audit you to ensure your compliance with the terms of this Agreement, including but not limited to the use restrictions set forth above.

12. VATICLE’S USE OF YOUR NAME AND LOGO

You hereby grant consent to Vaticle a limited, non-exclusive, royalty-free license to use your name and/or logo on the Site for the purpose of identifying you as a customer of Vaticle and user of TypeDB. You may object to such usage by contacting Vaticle at support@typedb.com. Vaticle shall endeavour to honour all such objections within fifteen (15) days of Vaticle’s receipt of such request.

13. MISCELLANEOUS PROVISIONS

13.1 English Language. All communications and notices to be made or given pursuant to this Agreement must be in English.

13.2 Entire Agreement This Agreement incorporates any other Vaticle agreements and documents on our Site, which together comprise the entire understanding between you and us relating to the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement.

13.3 Amendments. Vaticle may amend this Agreement at any time by posting a revised version on the Site or by otherwise notifying you by email. Amended terms of service become effective upon posting on the Site or as stated in our email notice message. By continuing to use TypeDB and/or the associated TypeDB support and/or other products and services after the effective date of any amendment to this Agreement, you agree to be bound by the amended terms of service.

13.4 Notices. All communications and notices to be made or given pursuant to this Agreement must be in English. We may provide any notice to you under this Agreement by posting a notice on the Site or sending a message to the email address associated with your account. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email. To give us notice under this Agreement, you must (1) email us at support@typedb.com Attention: Legal Department, or (2) send us your notice by certified mail, return receipt requested, to Vaticle Ltd., First Floor, 5 Fleet Place, London, United Kingdom, EC4M 7RD, Attention: Legal Department.

13.5 Assignment. You may not assign this Agreement, or delegate or sublicense any of your rights under this Agreement, without our prior written consent.

13.6 Force Majeure. Vaticle is not liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labour disputes or other industrial disturbances, systemic electrical, telecommunications or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

13.7 No Waiver. Our failure to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time.

13.8 No Agency. The Parties are independent contractors, and this Agreement does not create an agency, partnership or joint venture for any purpose.

13.9 Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect.

14 GOVERNING LAW & JURISDICTION

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England excluding any applicable conflict of laws rules or principles. The English courts will have exclusive jurisdiction over any claim arising from, or related to, this Agreement although Vaticle retains the right to bring proceedings (including injunctive or other relief) against you for breach of this Agreement in your country of residence or any other relevant jurisdiction. You hereby irrevocably and unconditionally waive any objection which you may now or hereafter to such courts and agree not to plead or claim in any such court that any such action or legal proceeding brought in any such court has been brought in an inconvenient forum. You agree that a final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon you and may be enforced in any other courts to whose jurisdiction you are or may be subject by suit upon such judgment. The United Nations Convention for the International Sale of Goods does not apply to these Terms of Use.

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