PLEASE CAREFULLY READ THIS DATAROBOT AI PLATFORM AGREEMENT (“AGREEMENT”) BEFORE ACCESSING, DOWNLOADING OR OTHERWISE USING THE DATAROBOT SERVICE (AS DEFINED BELOW) AND RELATED DATAROBOT USER DOCUMENTATION (AS DEFINED BELOW) DELIVERED TO YOU (“YOU” OR “CUSTOMER”) BY DATAROBOT, INC., A DELAWARE CORPORATION WITH A BUSINESS ADDRESS AT 225 FRANKLIN STREET, 13TH FLOOR, BOSTON, MASSACHUSETTS 02110, USA (“DATAROBOT”).
BY CLICKING ON THE “ACCEPT” BUTTON, AND/OR DOWNLOADING OR USING THE SERVICE, YOU ARE STATING THAT YOU HAVE READ THIS AGREEMENT, AGREE TO ALL OF ITS TERMS, AND CONSENT TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE “DO NOT ACCEPT” BUTTON AND/OR DO NOT ACCESS, DOWNLOAD OR USE THE SERVICE.
IF YOU ARE AN INDIVIDUAL USING THE SERVICES FOR YOUR OWN PURPOSES: (1) ALL REFERENCES TO “CUSTOMER” ARE TO YOU AND (2) YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OF AGE, OR HAVE OTHERWISE REACHED THE AGE OF “MAJORITY” WHERE YOU RESIDE, AND THAT YOU HAVE THE RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT.
ACCEPTANCE OF THIS LICENSE AGREEMENT IS REQUIRED AS A CONDITION TO PROCEEDING WITH ACCESS AND USE OF THE SERVICE AND DOCUMENTATION. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THE LICENSE AGREEMENT, YOU MUST NOT USE OR ACCESS THE SERVICE AND DOCUMENTATION. IF YOU ARE ENTERING INTO THIS AGREEMENT FOR AN ENTITY, SUCH AS THE COMPANY YOU WORK FOR, YOU REPRESENT THAT YOU HAVE LEGAL AUTHORITY TO BIND THAT ENTITY.
You may not access the Services if You or Your products or services are competitive with DATAROBOT OR DATAROBOT’S products or services, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
IN CONSIDERATION OF THE PREMISES AND THE MUTUAL COVENANTS CONTAINED HEREIN, YOU AND DATAROBOT HEREBY AGREE AS FOLLOWS:
- LICENSE. Subject to the terms, conditions and restrictions set forth in this Agreement or registration page, DataRobot hereby grants, and Customer hereby accepts, a non-exclusive, non-transferable, right and license, to access and use, solely (i) the DataRobot platform and related tools and solutions identified on an Order Form or registration page on a hosted basis (collectively the “Service”) and (ii) the user documentation provided with the Service (“Documentation”), for the term set forth in the applicable Order Form or registration page.
- TERM; TERMINATION. Per this Agreement, you may use the Service subject to any unexpired Credits as set forth at https://community.datarobot.com/t5/draft-discussions/credit-and-billing-faqs/m-p/8329#M66. This Agreement will terminate immediately if the Customer breaches any term of this Agreement. DataRobot reserves the right in its sole discretion to delete the Customer’s account and/or data upon the conclusion of the term.
- BILLING, PAYMENT AND OTHER SUBSCRIPTIONS. All charges incurred on DataRobot, and all purchases of DataRobot Credits are payable in advance and final and are non-refundable.3.1 PAYMENT AUTHORIZATION. When you provide payment information to DataRobot or to one of its payment processors, you represent to DataRobot that you are the authorized user of the card, PIN, key or account associated with that payment, and you authorize to charge your credit card or to process your payment with the chosen third-party payment processor for any DataRobot Credit Pack fees incurred by you. DataRobot may require you to provide your address or other information in order to meet its obligations under applicable tax law.For Subscriptions purchased based on an agreed usage period, where recurring payments are made in exchange for continued use (“Recurring Payment Subscriptions”), by continuing to use the Recurring Payment Subscription you agree and reaffirm that DataRobot is authorized to charge your credit card, or to process your payment with any other applicable third-party payment processor, for any applicable recurring payment amounts.If your purchase of DataRobot Credits subject to any type of use or sales tax, then DataRobot may also charge you for those taxes.You agree that you will not use IP proxying or other methods to disguise the place of your residence, whether to circumvent geographical restrictions on content or for any purpose. If you do this, DataRobot may terminate your access to your Account.
- RESTRICTIONS. The Service is the proprietary intellectual property of DataRobot that contains trade secrets and is protected by copyright law. Subject to any license granted hereunder, DataRobot retains sole and exclusive ownership of all right, title, and interest in and to the Service and any other technology used to provide it. Customer shall not: (i) decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, user interface techniques or algorithms of the Service or disclose any of the foregoing; (ii) encumber, transfer, manufacture, distribute, sell, sublicense, assign, provide, lease, lend, use for timesharing or service bureau purposes, or otherwise use (except as expressly provided herein) the Service or Documentation; (iii) copy, modify, adapt, translate, incorporate into or with other software, or create a derivative work of any part of the Service or Documentation; or (iv) attempt to circumvent any user limits, timing or use restrictions that are built into the Service. Any and all enhancements, modifications, corrections and derivative works that are made to the Service will be considered part of the Service for the purposes of this Agreement and will be owned by DataRobot. DataRobot shall have the right to obtain access to and shall own all usage data related to the Service (“Usage Data”), including but not limited to metadata, performance data and any associated analytics generated from Customer’s use of the Service. Rights granted to DataRobot in Usage Data specifically exclude Customer Data and Customer Confidential Information, as such terms are defined below, all of which shall be owned by Customer. Because this is an limited license, (i) Customer may use predictive models created by Customer through its use of the Service (“Predictive Models”) solely for internal corporate use (if applicable), (ii) DataRobot shall own all rights, title and interest in the Predictive Models, and (iii) Customer shall have no right to use or retain and any Predictive Models for any other purpose or after the Term of the Service. DataRobot shall have a royalty-free, worldwide, perpetual license to use or incorporate into the Service or any other DataRobot product or service any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer relating to the operation of the Service. Notwithstanding anything to the contrary, DataRobot will be free (during and after the term hereof) to (i) use Customer information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
- CUSTOMER DATA.
5.2 CUSTOMER DATA. Except for limited User Personal Data, Customer acknowledges the Service is not intended for use by you or any Authorized User to transfer, process, use or store information relating to an identified or identifiable natural person, and Customer agrees to not use the Service for such purpose. Customer retains all rights, title and interest in and to Customer’s own information and data that is input by Customer into the Service or supplied to DataRobot through DataRobot’s AI Platform (“Customer Data”). Customer hereby grants DataRobot a non-exclusive license to use the Customer Data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other DataRobot offerings. DataRobot disclaims any and all responsibility for any loss of any Customer Data and is not responsible for the backup of any Customer Data. Customer represents and warrants that use and supply of Customer Data in connection with the Service, (i) is legally and rightfully authorized, (ii) does not infringe upon the intellectual property rights of any third party, and (iii) complies with all applicable local, state, national and international laws and regulations, including without limitation those laws and regulations related to privacy and export control. Customer further represents and warrants that Customer Data does not contain any personal data, personally identifiable information (including, but not limited to personal data or information as defined European Union Regulation (EU) 2016/679 or the California Consumer Privacy Act of 2018), credit card or other sensitive financial information, patient or other sensitive health care information or personal information as defined by any applicable laws or regulations, and, if Customer Data does contain such information, DataRobot shall not be liable for such Customer Data. Customer must comply with the Terms of Service as well as Acceptable Use Policy of DataRobot’s hosting provider, Amazon Web Services, found at https://aws.amazon.com/aup/. DataRobot has the right in its sole discretion to suspend the Service or to remove or block any Customer Data at any time where (a) Customer Data or Customer’s use of the Service violates applicable laws, regulations, orders, or is in breach of this Agreement; (b) removal or blocking is necessary because of exigent circumstances or to protect the safety, security, reputation, or integrity of the Service, DataRobot, or any third party; or (c) in order to respond to law enforcement or any other governmental authority. Customer agrees to defend, at its cost, indemnify and hold harmless DataRobot and its affiliates, subsidiaries, shareholders, officers, directors, employees, contractors, agents and representatives (together, the “DataRobot Indemnified Parties”) against any costs, damages, claims, losses, penalties, awards, settlements, liability or expenses including, without limitation, reasonable attorneys’ fees and related costs, that arise from a third party claim (including a government investigation) related to or in connection with (i) Customer Data and (ii) Customer’s breach of this Section.
- CONFIDENTIALITY. Each party shall maintain as confidential and shall not disclose (except to its employees, accountants, attorneys, advisors, affiliates, outsourcers and third party service providers of recipient with a need to know in connection with recipient’s performance under this Agreement, and who have been advised of the obligation of confidentiality hereunder), copy or use for purposes other than the performance of this Agreement, any information which relates to the other party’s business affairs, trade secrets, technology, research, development, pricing or terms of this Agreement (“Confidential Information”) and each party agrees to protect all received Confidential Information with the same degree of care that it would use with its own Confidential Information and to prevent unauthorized, negligent or inadvertent use, disclosure or publication thereof. Breach of this Section may cause irreparable harm and damage. Thus, in addition to all other remedies available at law or in equity, the disclosing party shall have the right to seek equitable and injunctive relief, and to recover the amount of damages (including reasonable attorneys’ fees and expenses) incurred in connection with such unauthorized use. The recipient shall be liable to the disclosing party for any use or disclosure in violation of this Section by recipient or its affiliates, employees, third party service providers or any other related party. Confidential Information shall not include information that (a) is already known prior to the disclosure by the owning party; (b) is or becomes publicly known through no breach of this Agreement; (c) is independently developed without the use of the other party’s Confidential Information and evidence exists to substantiate such independent development; (d) information that is obtained from a third party, and that third party is not, in good faith belief to the recipient, under any legal obligation of confidentiality; or (e) the recipient receives written permission from the disclosing party for the right to disclose any Confidential Information.
- NO WARRANTY AND DISCLAIMER. The parties acknowledge that the Service is being provided for limited evaluation purposes and is provided “AS IS” without warranties of any kind. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DATAROBOT DISCLAIMS ALL WARRANTIES RELATING TO, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
- LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, (a) IN NO EVENT SHALL DATAROBOT, ITS AFFILIATES, EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATING TO THIS AGREEMENT; AND (b) IN NO EVENT SHALL DATAROBOT’S CUMULATIVE AND AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY CUSTOMER IN THE TWELVE MONTHS PRECEDING THE EVENTS GIVING RISE TO THE CLAIM OR (B) TWO HUNDRED U.S. DOLLARS ($200.00). THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF THE NON-BREACHING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
- EXPORT. Customer acknowledges and agrees that it will not export or re-export, directly or indirectly, any United States origin commodities, technology, technical data or software acquired from DataRobot, Inc., or any direct product of or item incorporating such commodities, technology or technical data: (i) in violation of the export laws and regulations of the United States, including but not limited to, the regulations of the U.S. Department of Commerce’s Bureau of Industry and Security, the Treasury Department’s Office of Foreign Assets Control, the U.S. State Department’s Directorate of Defense Trade Controls, or any other relevant national government authority; (ii) to any country for which an export license or other governmental approval is required at the time of export, without first obtaining all necessary export licenses or other approvals; (iii) to any country or national or resident of a country to which trade is embargoed by the United States; (iv) to any person or firm on any government agency’s Restricted Party List, including, but not limited to the U.S. Department of Commerce’s Table of Denial Orders or Entities list, or U.S. Treasury Department’s list of Specially Designated Nationals; or (v) for use in any nuclear, chemical or biological weapons, missile technology or other prohibited end-uses. In addition, Customer shall be responsible after the to check for, and comply with, all changes and additions to the aforesaid laws and/or regulations.
- OFAC COMPLIANCE. DataRobot is currently in compliance with and shall at all times remain in compliance with the regulations of the Office of Foreign Assets Control (“OFAC”) of the Department of the Treasury and any statute, executive order, or other governmental action relating thereto. In accordance with the regulations, DataRobot does not offer services to users in specific sanctioned regions and hence does not allow users in such regions to access all of certain parts of the website, including certain products. More information about the sanctions programs administered by the Office of Foreign Assets Control (“OFAC”) of the US Department of the Treasury is available at https://www.treasury.gov/resource-center/sanctions/pages/default.aspx. Therefore, Customer and/or its Affiliates agree that they are not from such specific sanctioned regions and are currently in compliance with and will at all times during the Term of this Agreement remain in compliance with the regulations of OFAC and any statute, executive order, or other governmental action relating thereto.
11.1 Entire Agreement. This Agreement is the complete and exclusive statement of the parties’ agreement and supersedes all proposals or prior agreements, oral or written, and all other communications between the parties relating to the subject matter hereof.
11.2 Waiver. Any waiver or modification of the provisions of this Agreement will be effective only if in writing and signed by the party against whom it is to be enforced. If any provision of this Agreement is held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. A waiver of any provision, breach or default by either party or a party’s delay exercising its rights shall not constitute a waiver of any other provision, breach or default.
11.3 Independent Contractor. DataRobot is an independent contractor and not an employee of Customer. At no time shall either party make any commitments or incur any charges or expenses for or in the name of the other party, or be considered the agent, partner, joint venturer, employer or employee of the other party.
11.4 Notices. All notices or other communications required to be given hereunder shall be in writing and delivered either by U.S. mail, certified, return receipt requested, postage prepaid; by overnight courier; or as otherwise requested by the receiving party, to DataRobot Inc., 225 Franklin Street, 13th Floor Boston, MA 02110 Attn: Legal. Notices shall be effective upon their receipt by the party to whom they are addressed.
11.5 Assignment. This Agreement may not be assigned by Customer without DataRobot’s prior written consent.
11.6 Compliance with Laws. Each party will be responsible for compliance with all legal requirements related to its performance under this Agreement, including all applicable U.S. export laws and those laws related to the protection, privacy and disclosure of data and information.
11.7 Force Majeure. Neither party will be responsible for any failure to perform due to causes beyond its reasonable control, including, but not limited to, acts of God, terrorism, war, riot, embargoes, fire, floods, pandemics earthquakes, or strikes (each a “Force Majeure Event”) provided that such party gives prompt written notice to the other party of the Force Majeure Event. The time for performance will be extended for a period equal to the duration of the Force Majeure Event.
11.8 Governing Law and Disputes. This Agreement and any dispute arising hereunder shall be governed by and interpreted and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to conflict of law principles, and shall be subject to the exclusive jurisdiction of the federal and state courts located in Boston, Massachusetts, and each party consents to the exclusive personal jurisdiction and venue of such courts.
11.9 Survival. Provisions of this Agreement that are intended to survive termination or expiration of this Agreement in order to achieve the fundamental purposes of this Agreement shall so survive.