LEGAL INFORMATION

Wolfram Enterprise Private Cloud™ Terms and Conditions of Use

Definitions

WRI: Wolfram Research, Inc., 100 Trade Center Drive, Champaign, IL 61820-7237, USA.

You: The individual or organization agreeing to these Terms. If You agree to these Terms on behalf of an organization, You represent to WRI that You are authorized to accept these Terms on the organization's behalf.

Services: The Wolfram Cloud™ family of computer services provided by WRI under this Agreement, and any other services listed at https://www.wolframcloud.com, including data, application programming interfaces, downloadable tools, software development kits, documentation, example code and other such proprietary computer information provided by WRI under this Agreement, and any updates to such materials.

Private Cloud: A software virtual machine image provided to You by WRI under this Agreement that: 1) interoperates with the Services; 2) You control access to and management of; and 3) You may instantiate and run on hardware You own or control, or that may be provisioned by WRI on your behalf, for example on commercially available cloud computing infrastructures.

Intellectual Property Rights: Any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law and unfair competition law; any and all other proprietary rights; and any and all applications, renewals, extensions and restorations thereof.

Application: Any web, mobile or other application You create using the Services or that You create for use in conjunction with a Private Cloud, including any data contained therein.

End User: Any third-party individual or organization You permit to use an Application.

Acceptance

This Wolfram Enterprise Private Cloud License Agreement ("Agreement") is made and entered into by and between WRI and You. By using the Services, You accept and agree to be bound by these Terms.

License Agreement: Subject to this Agreement, WRI grants You a non-sublicensable, non-transferable, non-exclusive, terminable, limited license during the term of this Agreement to

  1. use, access and manage Your Private Cloud;
  2. integrate the Services into Applications; and
  3. provide Services integrated into Applications to End Users. By transmitting, posting or displaying any Application or End User data on or through the Services, You grant WRI a worldwide, nonsublicensable, non-transferable, non-exclusive, terminable, limited license to use such Applications or data to provide, maintain, protect and improve the Services in accordance with the Agreement.

Your Access: You are permitted to access and manage Your Private Cloud by any means not prohibited by this Agreement. You are exclusively responsible for the security of any passwords, tokens or keys associated with Your Private Cloud, and for the establishment of any Privacy Policies governing use thereof. WRI may release new Services from time to time that may be subject to additional Terms. Your use of later-added features is contingent upon Your agreement with such additional Terms. In addition, WRI may change, discontinue or deprecate any Service or portion thereof for any reason, at any time, with or without notice, without liability to You.

Your Duties: You are solely responsible for Your Applications and End Users, and for ensuring that Your Applications and End Users comply with the Prohibited Use section herein and any other applicable Private Cloud policies. WRI reserves the right to review Your use to ensure Your use is consistent with your Services plan and is not a Prohibited Use as defined herein. You will provide information or other materials related to Your Application as requested by WRI to verify Your compliance with the Agreement. You are responsible for ensuring that all End Users comply with the obligations set forth in this Agreement, including the duty to refrain from any Prohibited Use. You will protect the privacy and legal rights of Your End Users under all applicable laws and regulations, and You will communicate a comprehensive privacy notice to Your End Users. You agree to obtain and maintain any required consents from End Users to allow Your access, monitoring, use and disclosure of End User data. Further, You will notify Your End Users that data provided as part of the Services may be made available to WRI as a condition of verifying your compliance with the obligations set forth in this Agreement. You agree that Your use of the Private Cloud, including any Applications, will comply with all United States export restrictions and embargoes. Upon learning that any Application or End User's use of an Application, or data contained therein, is Prohibited, You agree to immediately suspend the Application and remove applicable data or to suspend access to the End User (as may be applicable). WRI reserves the right, if You do not suspend or remove as specified within 24 hours, to disable the Services (as may be applicable) until such violation is corrected. Further, if Your use or that of an End User is Prohibited and could

  1. disrupt other Applications' or End Users' use of the Services;
  2. cause unauthorized third-party access to the Services;
  3. violate the law; or
  4. cause excessive queries or computational use beyond that set forth in Your Services plan, if applicable, then WRI reserves the right to immediately suspend Your access to the Services without notice. Suspension will occur to the minimum extent required and for the minimum duration necessary to prevent or terminate the Prohibited activity.

Prohibited Use: You will not, and You will not allow Your End Users to, use Your Private Cloud

  1. to violate or encourage the violation of the legal or equitable rights of others;
  2. to engage in, promote or encourage illegality;
  3. for any unlawful, invasive, infringing, defamatory or fraudulent activity;
  4. to distribute viruses, worms, Trojan horses, corrupted files, hoaxes or other items of a destructive or deceptive nature;
  5. to interfere with anyone's use of the Services;
  6. to disable, interfere with or circumvent any aspect of the Services;
  7. to generate, distribute, publish or facilitate spam; or
  8. to use Your Private Cloud to access any other WRI service in a way that violates the other Service's terms—in particular, You must not use Your Private Cloud in a way that violates either the spirit or the letter of the Wolfram|Alpha® Terms of Use or the Wolfram Mathematica® License Agreement, available at http://www.wolfram.com/legal.
Further, You will not, and will not allow third parties under Your control, including End Users, to
  1. copy, modify or create a derivative work of, reverse engineer, decompile, translate, disassemble or otherwise attempt to extract the source code of the Private Cloud, Services or any component thereof, except to the extent such restriction is expressly prohibited by applicable law;
  2. use Your Private Cloud for activities where the use or failure of the Services could lead to death, personal injury or environmental damage, such as the operation of nuclear facilities, air traffic control or life support systems;
  3. sublicense, resell or distribute (including, without limitation, any distribution via computer network or via physical media) Your Private Cloud or Services or any component thereof separate from any integrated Application;
  4. use Your Private Cloud to create, train or improve (directly or indirectly) a substantially similar product or service;
  5. create multiple Applications to simulate or act as a single Application or otherwise access Your Private Cloud in a manner intended to avoid incurring Service fees, or instantiate more virtual machine instances than are permitted by your Services Agreement;
  6. unless otherwise set forth in individual Service terms, use the Services to operate or enable any telecommunications service or in connection with any Application that allows End Users to place calls or to receive calls from any public switched telephone network; or
  7. process or store any data that is prohibited by the International Traffic in Arms Regulations maintained by the US Department of State.
Unless otherwise specified in writing by WRI, WRI does not intend uses of the Services to create obligations under HIPAA and makes no representations that the Services satisfy HIPAA requirements. If You are (or become) a Covered Entity or Business Associate as defined in HIPAA, You agree not to use Your Private Cloud or the Services for any purpose or in any manner involving Protected Health Information (as defined in HIPAA and HIPAA regulations) unless You have received prior written consent to such use from WRI. WRI may provide documentation for Your use of the Private Cloud and Services. The documentation may specify restrictions on or requirements for how Applications may be built or the Private Cloud and Services may be used, and You agree to comply with any such instructions. You are responsible for establishing necessary policies and procedures under the US Digital Millennium Copyright Act. Any Applications that You provide to End Users must have material value independent of the Services. Neither You nor Your End Users may use the Services in any way prohibited by law, including United States embargoes and export restrictions.

Information Security: WRI has implemented industry standard systems and procedures to safeguard Your Private Cloud, and by using Your Private Cloud and the Services, You agree to allow WRI to process and store Your Applications and data, and that of Your End Users, to the extent necessary for the provision of Services under this Agreement. However, You agree that from the time WRI provides a Private Cloud to You until the termination of this Agreement as defined herein, You are solely responsible for securing Your Private Cloud and for the management of its ongoing security—including the security of any Applications and End User data contained therein.

Term & Termination

This Agreement terminates at the conclusion of the duration of Services as described on Your Services order, if applicable, or upon notice of a material breach that is not cured within 30 days of receipt of notice. Provisions of this Agreement that by their nature express ongoing rights or obligations shall survive the expiration or termination of this Agreement.

You may stop using the Private Cloud or Services at any time. WRI may terminate this Agreement at any time upon 60 days' prior written notice, with no liability to You. Upon termination of the Agreement, You must cease use of the applicable Private Cloud and Services. Specifically, You agree that within 30 days of the termination of this Agreement, you will destroy any copies of the Private Cloud provided to you by WRI under this Agreement.

Modifications

WRI may make software updates to the Services from time to time, including but not limited to bug fixes, updates and enhancements, and in addition may make periodic changes to this Agreement, with or without notice to You, by posting such changes at http://www.wolfram.com/legal/terms/wolfram-cloud.html. If You do not agree to any revised terms of this Agreement, you must cease use of the Services.

Individual Services may be covered by specific Terms of Use; such Terms are hereby incorporated by reference.

Fees & Payments

Prepayment for the Private Cloud and Services, including any recurring or periodic charges, are set forth in Your Private Cloud order, if applicable.

WRI's measurement of Your use of the Services is final. Your non-payment or late payment may result in interest charges at the rate of 1.5% per month (or the highest rate permitted by law) and/or the suspension of Your access to the Services.

Intellectual Property

Except as expressly set forth herein, this Agreement does not grant either party any rights, implied or otherwise, to the other's content or any of the other's Intellectual Property. As between the parties, You own all Intellectual Property Rights in End User data and the Application. WRI owns all Intellectual Property rights in the Services and Private Cloud.

Any use of WRI trade names, trademarks, logos, domain names and other distinctive brand features requires prior written permission from WRI. Please email permissions@wolfram.com to request permission to use WRI's Intellectual Property.

WRI may use any feedback or suggestions about the Private Cloud or Services that You submit to WRI without obligation to You, and You hereby irrevocably assign to WRI all right, title and interest in such feedback or suggestions.

Technical Support

Unless otherwise agreed to in writing, You are responsible for technical support of Your Applications, End Users and Your Private Cloud.

Subject to timely payment of applicable support fees, WRI will provide You with support during the license term, in accordance with any Wolfram Enterprise Private Cloud technical support SLAs, if applicable.

Publicity

You are permitted to state publicly that You are a customer of WRI, consistent with the Intellectual Property provisions of this Agreement. WRI may include features of Your brand—including trademarks, service marks, logos, domain names and other distinctive features that arise from time to time—in a list of WRI customers, online and in promotional materials; additionally, WRI may verbally reference You as a customer of the Services.

Representations

Each party represents that

  1. it has full power and authority to enter into the Agreement; and
  2. it will comply with all laws and regulations applicable to its provision or use of the Private Cloud, as applicable. WRI warrants that it will provide the Services in accordance with the applicable SLA (if any).

Disclaimer

Except as expressly provided for herein, to the maximum extent permitted by applicable law, WRI and its suppliers do not make any other warranty of any kind, whether express, implied, statutory or otherwise, including, without limitation, warranties of merchantability, fitness for a particular use and noninfringement. WRI and its suppliers are not responsible or liable for the deletion of or failure to store any End User data and other communications maintained or transmitted through use of the Services. You are solely responsible for securing and backing up Your Application, data and Private Cloud. Neither WRI nor its suppliers warrant that the operation of the Private Cloud will be error free or uninterrupted. The Private Cloud is not designed, manufactured or intended to be used for any hazardous activities. You alone are responsible for testing your Application, including but not limited to securing your Application. You alone are responsible for any security issues that occur in your Application or Wolfram Language™ code therein, including but not limited to security issues caused due to interactions between your code and code provided by WRI.

Limitation of Liability

To the maximum extent permitted by applicable law, neither party, nor WRI's suppliers, will be liable under this Agreement for lost revenues or indirect, special, incidental, consequential, exemplary or punitive damages, even if the party or supplier knew or should have known that such damages were possible and even if direct damages do not satisfy a remedy.

To the maximum extent permitted by applicable law, neither party, nor WRI's suppliers, may be held liable under this Agreement for more than the amount paid by You to WRI during the 12 months prior to the event giving rise to liability.

The above limitations of liability do not apply to breaches of confidentiality obligations, violations of a party's Intellectual Property Rights by the other party or a supplier or indemnification obligations.

Indemnification

Unless prohibited by applicable law, You will indemnify, defend and hold harmless WRI from and against all liabilities, damages and costs (including settlement costs and reasonable attorneys' fees) arising out of a third-party claim

  1. regarding any Application, End User or data; or
  2. regarding Your or Your End Users' use of Private Cloud where such use constitutes Prohibited Use as defined herein.

WRI will indemnify, defend and hold harmless You from and against all liabilities, damages and costs (including settlement costs and reasonable attorneys' fees) arising out of a third-party claim that WRI's technology used to provide the Services (excluding any free/open-source software) or any intellectual property infringes or misappropriates any patent, copyright, trade secret or trademark of such third party. Notwithstanding the foregoing, in no event will WRI have any obligations or liability under this Section arising from

  1. use of any Service, Private Cloud or Intellectual Property in a modified, unauthorized or unintended form or in combination with materials not furnished by WRI;
  2. Your violation of this Agreement;
  3. use of non-current versions of the Services, Private Cloud or Intellectual Property; and
  4. any End User data.

If WRI reasonably believes the Services infringe a third party's Intellectual Property Rights, then WRI may, at its sole option and expense,

  1. obtain the right for You to continue using the Services;
  2. provide a noninfringing, functionally equivalent replacement; or
  3. modify the Services so that they no longer infringe.

If WRI does not believe the foregoing options are commercially reasonable, then WRI may suspend or terminate Your use of the impacted Services.

As a condition to indemnification for a claim, the party seeking indemnification must promptly notify the other party of the claim in writing and cooperate with the other party in defending the claim. The indemnifying party has full control and authority over the defense, except that

  1. any settlement requiring the party seeking indemnification to admit liability or to pay any money will require that party's prior written consent, such consent not to be unreasonably withheld or delayed;
  2. and
  3. the other party may join in the defense with its own counsel at its own expense. Notwithstanding the foregoing, if the indemnified party settles without the prior written consent of the indemnifying party, the indemnifying party has no obligation of contribution. The indemnities above are the only remedy under this Agreement for violation of a third party's Intellectual Property Rights.

Miscellaneous

All notices must be in writing and addressed to the other party's legal department, corporate officer or registered agent. The email address for notices being sent to WRI's Legal Department is legal@wolfram.com. Notice will be effective upon receipt of written or automated confirmation.

Neither party may assign any part of this Agreement without the written consent of the other, except to an Affiliate where

  1. the assignee has agreed in writing to be bound by the terms of this Agreement;
  2. the assigning party remains liable for obligations under the Agreement if the assignee defaults on them; and
  3. the assigning party has notified the other party of the assignment. Any other attempt to assign is void.

If a party experiences a change of control, defined as greater than 50% of the voting rights or equity interests of a party (for example, through a stock purchase or sale, merger or other form of corporate transaction), then

  1. that party will give written notice to the other party within 30 days after the change of control; and
  2. the other party may immediately terminate this Agreement any time between the change of control and 30 days after it receives that written notice.

Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.

This Agreement does not create any agency, partnership or joint venture between the parties.

Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.

If any term (or part of a term) of this Agreement is invalid, illegal or unenforceable, the rest of the Agreement will remain in effect.

No Third-Party Beneficiaries

This Agreement does not confer any benefits on any third party unless it expressly states that it does.

Equitable Relief

Nothing in this Agreement will limit either party's ability to seek equitable relief.

Amendments

Any amendment must be in writing, signed by both parties and expressly state that it is amending this Agreement.

Entire Agreement

This Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in this Agreement. The terms located at any URL referenced in this Agreement and the Documentation are hereby incorporated by this reference. WRI may from time to time provide You with an updated URL in place of any URL in this Agreement.

Conflicting Terms

If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the Agreement, and the terms located at any URL.

Governing Law

This Agreement is governed by the laws of the State of Illinois in the United States of America without effect to any choice of law provisions.