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 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.
Cloud: Everything provided by WRI under this Agreement, including the Services and any cloud computing infrastructure, such as servers and networks—whether owned or controlled by WRI—used in the provision of Services.
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 the Services, including any data contained therein.
End User: Any third-party individual or organization You permit to use an Application.
This Wolfram 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.
Subject to this Agreement, WRI grants You a worldwide, non-sublicensable, non-transferable, non-exclusive, terminable, limited license during the term of this agreement to (a) use the Services, (b) integrate the Services into Applications, and (c) 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, non-sublicensable, non-transferable, non-exclusive, terminable, limited license to use such Application or data to provide, maintain, protect, and improve the Services in accordance with the Agreement.
You are permitted to access and manage Your Wolfram Cloud account using Your Wolfram ID. The registration and use of Your Wolfram ID is governed by the Wolfram ID Terms and Conditions of Use, available at http://www.wolfram.com/legal/terms/wolfram-id-terms.html and hereby incorporated by reference.
WRI may release new Services from time to time, which 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.
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.
Further, You are solely responsible for ensuring that Your End Users comply with applicable Cloud policies.
WRI reserves the right to review Your Applications and any End User information 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 us 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 any data provided as part of the Services will be made available to WRI as a condition of WRI's provision of Services.
You agree that Your 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 terminate the applicable End User's or End Users' Cloud access, disable the Application, and/or 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 (a) disrupt (i) other Applications' or End Users' use of the Services or (ii) the Cloud; (b) cause unauthorized third-party access to the Cloud; (c) violate the law; or (d) cause excessive queries or computational use beyond that set forth in Your Services plan, if applicable, then WRI reserves the right to immediately suspend the offending End User account, Application, or Wolfram ID without notice.
Suspension will occur to the minimum extent required and for the minimum duration necessary to prevent or terminate the Prohibited activity.
Further, You will not, and will not allow third parties under Your control, including End Users, to: (a) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract the source code of the Services or any component thereof, except to the extent such restriction is expressly prohibited by applicable law; (b) use the 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; (c) sublicense, resell, or distribute the Services or any component thereof separate from any integrated Application; (d) use the Cloud to create, train, or improve (directly or indirectly) a substantially similar product or service; (e) create multiple Applications to simulate or act as a single Application or otherwise access the Cloud in a manner intended to avoid incurring Service fees; (f) 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 (g) 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 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 Services. The documentation may specify restrictions on or requirements for how Applications may be built or the Services may be used, and You agree to comply with any such instructions.
WRI responds to notices of alleged copyright infringement and terminates accounts of repeat infringers according to the process set out in the US Digital Millennium Copyright Act. You may notify WRI of suspected violations of Your copyrights or those of End Users by submitting a DMCA notice to email@example.com.
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.
WRI has implemented industry standard systems and procedures to safeguard Your data. By using the Services, You agree to allow WRI to process and store Your Applications and data, and that of Your End Users, in the Cloud.
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 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 Services.
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.
Prepayment for Services and any recurring or periodic charges are set forth in Your Services 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.
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.
Any use of WRI trade names, trademarks, logos, domain names, and other distinctive brand features requires prior written permission from WRI. Please email firstname.lastname@example.org to request permission to use WRI's Intellectual Property.
WRI may use any feedback or suggestions about the 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.
You are responsible for technical support of Your Applications and End Users.
Subject to timely payment of applicable support fees, WRI will provide You with support during the license term, in accordance with any Wolfram Cloud technical support SLAs, if applicable.
You are permitted to state publicly that You are a customer of the Services, 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.
Each party represents that (a) it has full power and authority to enter into the Agreement, and (b) it will comply with all laws and regulations applicable to its provision or use of the Cloud, as applicable. WRI warrants that it will provide the Services in accordance with the applicable SLA (if any).
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 and data. Neither WRI nor its suppliers warrant that the operation of the Cloud will be error-free or uninterrupted. The Cloud is not designed, manufactured, or intended to be used for any hazardous activities.
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.
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 (a) regarding any Application, End User, or data; or (b) regarding Your or Your End Users' use of the 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 (a) use of any Service or Intellectual Property in a modified, unauthorized, or unintended form or in combination with materials not furnished by WRI; (b) Your violation of this Agreement; (c) use of non-current versions of the Services or Intellectual Property; and (d) 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, (a) obtain the right for You to continue using the Services, (b) provide a non-infringing functionally equivalent replacement, or (c) 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 (a) 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; and (b) 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.
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 email@example.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 (a) the assignee has agreed in writing to be bound by the terms of this Agreement, (b) the assigning party remains liable for obligations under the Agreement if the assignee defaults on them, and (c) 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 (a) that party will give written notice to the other party within 30 days after the change of control, and (b) 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.
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.