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.
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
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
Prohibited Use: You will not, and You will not allow Your End Users to, use Your Private Cloud
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.
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.
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/. If You do not agree to any revised terms of this Agreement, you must cease use of the Services.
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.
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 firstname.lastname@example.org 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.
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.
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.
Each party represents that
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.
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
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
If WRI reasonably believes the Services infringe a third party's Intellectual Property Rights, then WRI may, at its sole option and expense,
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
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
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
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.
This Agreement does not confer any benefits on any third party unless it expressly states that it does.
Nothing in this Agreement will limit either party's ability to seek equitable relief.
Any amendment must be in writing, signed by both parties and expressly state that it is amending this 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.
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.