Effective as of March 27, 2023
GrapheneDB Labs, SL (“GrapheneDB”, “us”, “we”), provides the GrapheneDB site and its related services (the "Services"), in accordance with the terms and conditions ("Agreement") outlined below.
By creating an account to use the Services, you agree to this Agreement. If you represent an organization, you represent and warrant that you are authorized to agree to this Agreement on behalf of your organization. If you do not agree to this Agreement, do not use the Services.
1. The Services
GrapheneDB warrants that the Services will confirm with the applicable documentation and that the Services will be delivered in a professional and workmanlike manner.
1.1 Access
Subject to your compliance with this Agreement (including, without limitation, all payment obligations), GrapheneDB hereby grants to you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable (except to Affiliates) right, to access and use the Services.
You will comply with all laws, rules, and regulations applicable to the use of the Services and any additional feature or service you use.
1.1 Restrictions
Unless otherwise expressly permitted in writing by GrapheneDB, you will not and you have no right to: (i) modify, alter, tamper with, repair, or create derivative works of any software included in the Services; (ii) reverse engineer, disassemble, or decompile the Services or apply any other process or procedure to derive the source code of any software included in the Services; (iii) access or use the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas; (iv) resell or sublicense the Services; (v) attempt to disable or circumvent any security mechanisms used by the Services; (vi) use the Services in a way that poses a risk to the Services or any third party; or (vii) use the Services unlawfully.
1.2 Credentials
You are responsible for maintaining the confidentiality of all usernames, passwords, and other access credentials created by or assigned to you (“Credentials”) and are solely responsible for all activities that occur with such Credentials.
If you permit third parties to access your GrapheneDB account, you do so at your sole risk and GrapheneDB will not be directly or indirectly responsible or liable to you in any manner, for any harms, damages, loss, lost profits, special or consequential damages, or claims, arising out of or in connection with such permission. You acknowledge that by permitting a third party to access your GrapheneDB account, the third party may obtain, modify, or delete your account data and settings.
You agree to notify GrapheneDB promptly of any actual or suspected unauthorized use of any Credentials. GrapheneDB reserves the right to terminate any Credentials that GrapheneDB reasonably determines may have been accessed or used by an unauthorized third party and will provide immediate notice of such to you. For your added security, we strongly encourage you to enable two-factor authentication in conjunction with your Credentials.
2. Privacy and Data Protection
Upon entering or uploading your data into our Services, we acknowledge that the data remains yours. You consent that we may use the personal data that we collect from you when creating, setting up, and using your account to measure and improve our Service and provide you with support.
In the event that any personal data of an individual is included in your use of the Services, we will hold and store your data on your behalf. You will be the data controller of such data, and we will process personal data in accordance with this Section, your instructions, and our Privacy Policy. By using our Services, you warrant that your instructions comply with applicable privacy and data protection laws and regulations. You also guarantee that you have obtained all necessary consents and a lawful basis to provide the data to our Service, and that you have properly notified individuals of their privacy rights as required by applicable laws and regulations.
For users located in the European Union or those who transmit data containing personal information regarding EU residents, a Data Processing Agreement with EU Standard Contractual Clauses (the "DPA") addendum pre-signed by GrapheneDB may be requested by contacting support@graphenedb.com. By entering into this Agreement, you agree that GrapheneDB is merely a data processor.
Please note that our Services do not require the collection of sensitive personal data as defined in GDPR, HIPAA, or GLBA (“Prohibited Information”). You represent and warrant that you will not use our Services to collect, manage, store, or process any Prohibited Information.
You are responsible for configuring and using our Services properly, as well as taking necessary steps to maintain appropriate security, protection, and backup of your data. We will implement and maintain appropriate technical and organizational security measures to protect your data, as outlined in our current security measures.
3. Billing
3.1 Paid Services
Paid Services are services provided by GrapheneDB that are subject to your payment of applicable fees and charges. For accessing those services ("Paid Services") it's required that you provide GrapheneDB with your credit card information ("Payment Method") and billing address.
To use Paid Service you herby authorize GrapheneDB to automatically charge your Payment Method based on Paid Service fees and charges terms specified on the site in the applicable Paid Service.
Any Payment Method that you provide to GrapheneDB must be valid and kept current by you during your use of any Paid Service. By providing us with a Payment Method, you represent and warrant that you are authorized to use such Payment Method.
If you believe that GrapheneDB has billed you incorrectly, you must contact GrapheneDB no later than 30 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to GrapheneDB's customer support department.
All fees and charges are exclusive of all taxes or duties imposed by governing authorities. You shall be responsible for all taxes associated with Paid Service. You will provide us with any information we reasonably request to determine whether we are obligated to collect sales taxes from you, including your tax identification number. If you are legally entitled to an exemption from any sales, use, or similar transaction tax, you are responsible for providing us with legally-sufficient tax exemption certificates for each taxing jurisdiction.
All fees and charges are non-cancelable and non-refundable unless legally required. We may, in our sole discretion, provide a refund, discount, or credit ("Credits") to you in a specific instance, however the provision of Credits in a specific instance does not entitle you to Credits in the future for similar instances or obligate us to provide additional Credits.
We may charge you interest at the rate of 1% per month or the highest rate permitted by law, plus all expenses of collection and may result in immediate termination of Paid Service, on any late payment that we cannot collect due to problems with the provided Payment method.
GrapheneDB offers subscription-based Paid Services ("Subscription Services") and metered-based Paid Services ("Metered Services").
By choosing a Subscription you are authorizing us to charge your Payment Method on a monthly, annual, or pay-as-you-go basis, or as otherwise applicable for the fees associated with the Services that you use. Any Payment Method that you provide us must be valid, and kept current by you during the Subscription Term. By providing us with a Payment Method, you represent and warrant that you are authorized to use such Payment Method. GrapheneDB will begin billing your Payment Method for the Paid Services on the day that you begin using such Paid Services, regardless of whether you have fully configured the Paid Services as of that date.
3.2 Subscription Services
Subscription Services are additional services that GrapheneDB provides to you in a form of a subscription as described on the applicable site to the applicable Paid Service.
To access Subscription Services you are required to purchase a subscription offer ("Subscription") as described on the applicable site to the applicable Paid Service. When you purchase your selected Subscription, you will have access to any Subscription Service item or content currently available within that Subscription for the period you have chosen for your Subscription ("Subscription Term").
GrapheneDB at its own discretion may offer multiple Subscriptions and reserves the right to charge at the end of the Subscription Term instead of upfront, modify, terminate, or otherwise amend features included in any of the Subscriptions at any time and/or content may either become unavailable or be made available for free when this happens.
Subscriptions will automatically renew for periods equal to your Subscription Term, and Customer hereby authorizes GrapheneDB to automatically charge Customer's Payment Method at our then-current rates unless you terminate your Subscription prior to your next Subscription Term.
Any changes in the Subscription fees will apply in the next Subscription Term immediately following our notice to you.
You will be billed in full for the Subscription Term in which you terminate or cancel Subscription and no refunds will be provided for the unused portion of such Subscription Term unless legally required.
3.3 Metered Services
Metered Services are services that depend on hourly consumption as described on the applicable site to the applicable Paid Service. We will calculate fees and charges monthly based on your consumption of the previous month. For Metered Services, we may bill you more frequently for fees accrued if we believe there is a risk of non-payment or if we suspect that your account is fraudulent.
We reserve the right to change the Metered Services fees that we charge for the Service, at any time in our sole discretion. Changes will take effect in the next month immediately following our notice to you.
You can at any time cancel or terminate a Metered Services by terminating it following the instructions as described on the applicable site. We will charge you for all Metered Services consumed until termination.
4. Beta Services
From time to time, we may make non-production Services (“Beta Services”) that are under development available to you. You may access these Beta Services at your sole discretion. Beta Services are intended for testing purposes only, and may be subject to additional terms that will be presented to you at the time of sign-up or first use. GrapheneDB is not obligated to provide you with support for the Beta Services or correct any bugs, defects, or errors in the Beta Services. We may discontinue, suspend, or remove Beta Services or your access thereto at any time in our sole discretion and may never make them generally available.
You understand that any information you obtain regarding Beta Services is GrapheneDB confidential information, and you agree not to disclose such information until a Beta Service becomes generally available, except as required by law, and to only use such information in connection with your use of the Beta Services. Notwithstanding Section 7, we will have no liability for any harm or damage arising out of or in connection with any Beta Services.
5. Cancellation and Termination
The term of this Agreement commences when you create an account and will remain in effect until terminated in accordance with this Agreement.
To terminate your account you will need to terminate all Services under it and pay all the outstanding fees by the termination date.
We may terminate this Agreement for any reason by providing you 30 days’ advance notice, or suspend your access to the Services, immediately if:
(i) we change the way we provide or discontinue any Service;
(ii) you are late in payment or otherwise in breach of this Agreement;
(iii) we reasonably determine that your use of the Services poses a risk to the availability, functionality, or security of the Services; or
(iv) we reasonably determine that your use of the Services may be unlawful;
If we suspend your right to access or use any portion or all of the Services, you remain responsible for all fees and charges you have incurred during the suspension and you will not be entitled to any credit or refund. We will use commercially reasonable efforts to restore your access to the Services promptly following resolution of the cause of your suspension. We may suspend or terminate your access to or use of any Beta Offering at any time and for any reason.
6. Disclaimers; No Warranties
Except as specified in these Terms, to the maximum extent permitted under applicable law, the Service provided by GrapheneDB is provided "as is" without any kind of warranty. Except as specified in these Terms, we are not responsible for any loss, injury, claim, liability, damage, or consequential damage related to your use of the Service, or inaccessibility of the Service whether from errors or omissions in the content of this Service or any other linked sites or for any other reason. Use of this Service is at your own risk. GrapheneDB does not represent or warrant that the Site, its server, or any linked sites are free of any harmful materials.
Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by us or by third-party providers, or because of other causes beyond GrapheneDB's reasonable control, but we shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, GrapheneDB does not warrant that the Services will be uninterrupted or error-free.
7. Limitation of Liability
Except as specified in these Terms, the maximum liability of GrapheneDB is the amount paid to GrapheneDB by the customer within the last six months of GrapheneDB offering the Service to the customer. This is an aggregate limit and the existence of more than one claim shall not enlarge the limit. The customer acknowledges that the foregoing limitations of liability are an essential part of this agreement and absent such limitations, GrapheneDB would not provide these Services to the customer or enter into this agreement.
8. Intellectual Property Rights and Ownership
You acknowledge and agree that as between you and GrapheneDB, GrapheneDB owns all rights, title, and interest in and to the Service, including any intellectual property rights which subsist in the Service or any component thereof (whether those rights happen to be registered or not and wherever in the world those rights may exist).
GrapheneDB acknowledges and agrees that it obtains no right, title, or interest from you (or your licensors) under the Terms in or to Your Content or the Application that you create, submit, post, transmit, or display on or through the Service, including any intellectual property rights which subsist in Your Content and the Application (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
Unless you have agreed otherwise in writing with GrapheneDB, you agree that you are solely responsible for protecting and enforcing those rights and that GrapheneDB has no obligation to protect, enforce, or assist you in enforcing or protecting those rights. You further agree that any assistance with protecting or enforcing your rights that GrapheneDB provides at your request will be at your sole cost and expense.
GrapheneDB will treat all Content as confidential by not disclosing Content except to GrapheneDB. employees, contractors, and subprocessors, and only to the extent necessary to deliver the services.
9. Indemnification
You agree to indemnify and hold GrapheneDB, its directors, officers, and employees, harmless from any claim, demand, or damage, including legal fees, asserted by any third party due to or arising out of the user’s use of or conduct on the Site.
GrapheneDB will promptly notify you of any claim subject to this Section, but our failure to promptly notify you will only affect your obligations to the extent that our failure prejudices your ability to defend the claim. You may: (a) use counsel of your choosing (subject to our written consent) to defend against any claim; and (b) settle the claim as you deem appropriate, provided that you obtain our prior written consent before entering into any settlement.
10. Modification to Terms
GrapheneDB reserves the right to make modifications to this Agreement at any time by posting a revised version or by otherwise notifying you by email. Modifications become effective upon posting on the site for the applicable Service or as stated in our email notice message. By continuing to use the Services after the effective date of any amendment to this Agreement, you agree to be bound by the amended terms of service. Please check the site for the applicable Services regularly.
If you do not agree with the revised terms, your sole and exclusive remedy will be to terminate your account.
11. Enforcement
If any part of the Terms or the Site’s Disclaimer cannot be enforced for any reason, this decision will not affect the validity of the remainder of the Terms and Disclaimer which will continue to be in full force and effect.
12. Copyright
The look and feel of the Site is copyright © GrapheneDB Labs S.L. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS or visual design elements without express written permission from GrapheneDB Labs S.L.
13. Contact Information
The Service is offered by GrapheneDB Labs S.L., located at Of. 118 - Edif. Pol. 4 - PCT, Las Palmas de Gran Canaria 35017, Spain.
You may contact us by sending correspondence to the foregoing address or by emailing us at support@graphenedb.com.