Master Services Agreement - Terms
SurrealDB's Master Services Agreement (MSA) outlines the terms and conditions for using its services, covering definitions, service provisions, payment terms, confidentiality, intellectual property rights, warranties, indemnification, and termination. It establishes responsibilities for both parties and defines policies on data usage, support, and dispute resolution, ensuring compliance and clarity in service agreements.
Trust and Security
This Master Services Agreement (the "MSA") is entered into as of the Effective
Date between SurrealDB Limited, ("we" or "SurrealDB") and you ("you" or
"Customer") (together, the "Parties") and forms part of the Agreement under
which we provide you with use and access to the Services, some of which may be
provided to you without charge.
You acknowledge that SurrealDB may make changes to the MSA and pricing from time
to time and your continued use of the Services will constitute consent to such
changes and such use shall be subject to the current published version of this
MSA at www.surrealdb.com/legal/msa. If you do not agree to the
revised MSA, you must stop using the Services.
Definitions. Defined terms are set out below. Capitalised terms used but
not defined in a Schedule or an Order will have the meaning assigned to them,
if any, within this MSA."Agreement" means this MSA, the referenced or attached Schedules and
Addenda, and any other documents incorporated by reference into an
accompanying or future Order you enter into under this MSA."Authorised User" means an individual who has direct access to use the
Online Services on your behalf (e.g., your employee or contractor who
accesses the Online Services to assist you in using the Service is an
Authorised User)."Customer Data" means any data or data files of any type that are
uploaded by you, an Authorised User, or an End User for storage or
processing in an Online Service and any results that may be derived from
your use of a Service."Documentation" means the documentation related to the Services
located at www.surrealdb.com/docs."DPA" means the Data Processing Agreement at
www.surrealdb.com/legal/data-processing-agreement"Effective Date" means the earlier of (i) the date that this MSA is
signed by both Parties (ii) the effective date of a written document,
order form, or online agreement (including online ordering functionality)
under which you purchase an Service (an "Order") into which this MSA is
incorporated by reference, or (iii) or if you are a monthly Pay-as-you-go
user the date you first access or use any Services."End User" means an individual or entity that directly or indirectly
(a) accesses or uses Customer Data through the Online Service, or (b)
otherwise accesses or uses an Online Service through your account."Order" means an order form ("Order"), online order (including the
provisioning of any Services), or similar agreement for the provision of
any Services entered into by the parties or any of their Affiliates,
incorporated by reference into, and governed by, this Agreement. By
entering into an Order hereunder, an Affiliate agrees to be bound by the
terms of this Agreement as if it were an original party hereto."Security Addendum" means the Services security addendum located at
www.surrealdb.com/legal/security-addendum."Sensitive Data" means (a) patient, medical or other protected health
information regulated by the Health Insurance Portability and
Accountability Act (HIPAA, as amended and supplemented), (b) credit,
debit, bank account or financial account numbers, or any cardholder data
as defined under PCI-DS, (c) social security numbers, driver's license
numbers or other government ID numbers, and (d) special categories of
data listed in European Union Regulation 2016/679, Article 9(1), the UK
General Data Protection Regulation, Article 9(1), or in each case any
successor legislation."Services" means Online Services, Software Services, and Support
Services."Support Policy" means the Support Services as specified in an Order,
if applicable."Usage Data" means usage and operations data in connection with your
use of the Services.
Services
Availability. We will make the Services available to you and your
Authorised Users in accordance with the terms and conditions of this
Agreement, the Documentation, and an applicable Order solely for your or
your internal business purposes.Online Services. We provide some of our Services via online or
cloud-based services ("Online Services"), and you may use such Online
Services during the Subscription Term described in the applicable Order.
You may permit Authorised Users and End Users to access the Online
Services, and you are responsible for (i) provisioning and managing
accounts for your Authorised Users and End Users, and (ii) your Authorised
Users' and End Users' compliance with the Agreement, Documentation and
Order. You will ensure that your Authorised Users and End Users keep their
login credentials confidential and you will promptly notify us upon
learning of any compromise of an Authorised User's or End User's account.Software Services. Our software offerings include cloud-based and
downloadable software (the "Software Services"). Software Services may
be provided under a commercial license or an open source license, as
specified in the applicable Order or Documentation.Open Source Software License. Where Software Services are
designated as open source software, your use of such Software Services
is governed by the applicable open source license(s) that accompany or
are referenced in such Software Services (the "Open Source
License"). Nothing in this Agreement limits your rights under, or
grants you rights that supersede, the terms of any applicable Open
Source License. To the extent of any conflict between an Open Source
License and this Agreement with respect to open source Software
Services, the Open Source License shall control.Commercial Software License. Where Software Services are designated
as commercial or proprietary software (including SurrealDB Cloud and
Spectron), your use of such Software Services is governed by the terms
of the commercial license in this Section 2.3.2. Agreement shall apply
and we grant you a limited, non-transferable, non-sublicensable,
non-exclusive license during the term of the relevant Order to use the
object code form of the Software Services solely for your internal
business purposes.SurrealDB grants you a limited, non-exclusive, non-transferable,
non-sublicensable license during the term to: (a) install and use
the Software Services for Production Use, (b) allow Authorized Users
to use the Software Services solely on your behalf, and (c) deploy
the Software for your internal business purposes. This license
expressly prohibits you from using the Software as a Database
Service or Competitive Offering, both defined below, unless approved
in writing by SurrealDB in an applicable Order. All rights not
expressly granted to you pursuant to this license are reserved by
SurrealDB. While using the Software Services, you shall maintain
industry-standard security controls, including access restrictions
and encryption where required, apply SurrealDB-provided patches and
updates within a commercially reasonable timeframe, maintain
accurate usage records for auditing and compliance, and ensure that
Authorized Users comply with the terms of this license."Competitive Offering" means any product, service, platform, or
offering that (a) provides database-as-a-service functionality; (b)
enables third parties to create, manage, or control schemas or
tables; (c) provides distributed or cloud-hosted database
functionality; or (d) competes in material part with SurrealDB
Cloud, SurrealDB hosted services, or any SurrealDB proprietary
database service."Database Service" means any commercial offering or product,
service, or platform in which the licensed Software Service(s) is
embedded that (a) provides database-as-a-service functionality to
third parties other than your direct employees or contractors; (b)
enables third parties to create, manage, or control schemas or
tables; or (c) provides distributed or cloud-hosted database
functionality in customer-facing or revenue-generating systems."Production Use" means any use of the Software in connection
with live or customer-facing systems, business operations, or
workloads that are relied upon for revenue generation, internal
business continuity, or the delivery of products or services.
Beta Services. We may make Services available to you that are
identified as "beta," "free trial", "for evaluation", "test", or "early
release" Services (together "Beta Services"). You may only use Beta
Services for your internal evaluation. Subject to this section 2.4, your
use of Beta Services is subject to the terms and conditions of this
Agreement. We may terminate your use of Beta Services at any time and for
any reason. Beta Services may be or become inoperable, incomplete or
include features never released, and their features and performance
information are our Confidential Information. Notwithstanding anything
else in this Agreement to the contrary, SurrealDB offers no warranty,
indemnity, performance guarantees or Support for Beta Services and
SurrealDB's total aggregate liability for any and all Beta Services will
not exceed one thousand US Dollars ($1,000).Security Measures. We shall implement reasonable administrative,
physical, and technical safeguards to protect the security of the Services
and the Customer Data as set forth in the Security Addendum.
Support Services
Support Policy and Service Levels. SurrealDB will provide you with the
level or type of Support Services specified in an Order in accordance with
the Support Policy. If Support Services are not specified in an Order,
your support shall be limited to our publicly available Documentation.
Obligations Relating to Your Use of the Services
End Users. You are responsible for your End Users' use of the Services
and Customer Data, and for their compliance with your obligations under
the Agreement. You will use all reasonable efforts to ensure that your
Authorised Users review the portions of Documentation relevant to your use
of the Services and any security information published by SurrealDB and
referenced therein. If you become aware of any violation of your
obligations under the Agreement caused by an End User, you will
immediately suspend access to the Services by such End User and notify us.
We do not provide any support or other services to End Users unless we
have a separate agreement with you or an End User obligating us to provide
such support or services.General Prohibitions. You will not and will not permit anyone else to:
(i) sell, sublicense, distribute or rent a Service (in whole or part),
grant non-Authorised Users or non-End Users access to the Services or use
the Services to provide a hosted or managed service to others, (ii)
reverse engineer, decompile or seek to access the source code of the
Services, except to the extent these restrictions are prohibited by
applicable laws and then only upon advance notice to us, (iii) copy,
modify, create derivative works of or remove proprietary notices from the
Services, (iv) conduct security or vulnerability tests of the Services,
interfere with their operation or circumvent their access restrictions, or
(v) use the Services to develop a product that competes with the Services.
The foregoing restrictions in clause (ii) do not apply to open source
Software Services to the extent the applicable Open Source License
expressly permits access to or use of the source code.Customer Data. You are solely responsible for the content of your
Customer Data. You warrant and represent that you will not include in
Customer Data any data for which you do not have all rights, power and
authority necessary for its collection, use and processing (including,
without violating third-party intellectual property, privacy, or other
rights) as contemplated by the Services and Agreement. You represent and
warrant that you have all rights necessary to use Customer Data with the
Services and grant us the rights to Customer Data necessary for us to
process the Customer Data and provide the Services to you, without
violating third-party intellectual property, privacy, or other rights.
Between the Parties, you are responsible for (i) the content, accuracy,
and legality of Customer Data and (ii) making appropriate use of the
Services to ensure a level of security appropriate to the particular
content of Customer Data, including, where appropriate, implementation of
encryption functionality, pseudonymisation of Customer Data, and
configuration of the Services to back-up Customer Data.Acceptable Use Policy. You will comply with our Acceptable Use Policy
("AUP") located at
https://surrealdb.com/legal/acceptable-use.Data Protection. The terms of the DPA are hereby incorporated by
reference and shall apply to the processing of Customer Personal Data as
described in the DPA.High Risk Activities and Sensitive Data. You (i) will not use the
Services for activities where use or failure of the Services could lead to
death, personal injury, or environmental damage, including life support
systems, emergency services, nuclear facilities, autonomous vehicles, or
air traffic control, (ii) will not submit Sensitive Data to the Services,
and (iii) acknowledge that the Services are not designed for (and we have
no liability for) use prohibited in this Section 4.6.
Term and Termination; Suspension
Termination of this MSA. Either Party can terminate this MSA by giving
thirty (30) days written notice to the other Party. Termination of this
MSA, other than a termination for cause, does not affect an active Order,
which continues to be governed by this MSA until it expires or terminates.Termination for Cause. If either Party is in material breach of this
Agreement, and such breach is not cured within fourteen (14) days after
written notice of the breach is given to the breaching Party then, without
prejudice to any other rights set out herein, the non-breaching Party may,
by giving written notice of termination to the breaching Party, terminate
this MSA and/or any applicable Order. The termination of an individual
Order due to breach will not terminate any other Order or this MSA unless
specified in the written notice of termination.Refund or Payment upon Termination. If this Agreement is terminated by
Customer in accordance with the "Termination for Cause" section above, we
will refund you any prepaid fees covering the remainder of the term of all
relevant Orders after the effective date of termination. If this Agreement
is terminated by SurrealDB in accordance with the "Termination for Cause"
section above, you will pay any unpaid fees covering the remainder of the
term of all Orders to the extent permitted by applicable law. In no event
will termination relieve Customer of its obligation to pay any fees
payable to SurrealDB for the period prior to the effective date of
termination.Suspension of the Services. In addition to any of our other rights or
remedies in the Agreement, we may suspend provision of the Services: (i)
if any Fees are fourteen (14) days or more overdue (and are not otherwise
being resolved as described in Section 6.3 (Payment Disputes)); (ii) if we
reasonably determine that you are in breach of the Agreement; (iii) if we
reasonably determine suspension is necessary to avoid harm to SurrealDB or
its customers; (iv) as required by law or at the request of governmental
entities; or (v) you have ceased to operate in the ordinary course, made
an assignment for the benefit of creditors or similar disposition of your
assets, or become the subject of any bankruptcy, reorganisation,
liquidation, dissolution or similar proceeding. If we suspend your right
to access or use the Services, you will continue to be responsible for all
Fees due under the Agreement that accrue during the period of suspension.
Payment Terms
Fees and Expenses. Fees for the Services (the "Fees") will be
identified in an Order or on SurrealDB.com (the "Website") and, unless
otherwise specified in the Order or Website, (i) are due and payable in
accordance with Section 6.2, and (ii) are stated and must be paid in the
specified currency.Payment. Fees and expenses, if any, are payable no later than thirty
(30) days from the date of each invoice. We reserve the right to require
payment of any Fees and expenses prior to performance or provision of a
Service. Except as otherwise provided in this MSA or an Order, any and all
payments made by you are non-refundable. For PAYG Customers, you will be
invoiced for your usage monthly in arrears within 7 days of the month-end.
Payment will be taken by SurrealDB promptly after issuing the invoice. If
any sum becomes past due for more than fourteen (14) days, we may charge
you a late payment fee of 1.5% per calendar month or the maximum rate
allowed by applicable law, whichever is less.Payment Disputes. We will not exercise our termination or suspension
rights under Sections 5.2 due to non-payment by you if you are disputing
the applicable Fees reasonably and in good faith and are cooperating
diligently to resolve the dispute. If we are unable to resolve the dispute
within thirty (30) days, each Party shall have the right to seek any
remedies it may have. Any undisputed Fees must be paid in full.Credit. We are entitled in our sole discretion to agree, set, control,
monitor, or change credit terms provided to you. Where credit terms are
provided, you will cooperate with us in establishing and periodically
re-confirming your creditworthiness. If you are paying by credit card, you
(i) authorise us to charge your credit card for all amounts due under this
MSA, and (ii) agree to provide updated credit card information as needed.No Deductions or Withholding. You will pay all amounts due under this
MSA in full without any deduction or withholding whether in respect of any
counterclaim, set off, duties, or Taxes unless such deduction or
withholding is required by applicable law. If you are required by
applicable law to deduct or withhold an amount due to us, you will
increase the sum paid so that we receive the amount we would have received
had you made no withholdings or deductions.Taxes. All Fees are exclusive of Taxes. You will pay us an amount
equal to any Taxes arising from or relating to this MSA which are paid by
or payable by us. Taxes, if applicable, will be charged separately unless
you provide, in advance, a valid tax exemption certificate authorised by
the applicable taxing authority. "Taxes" means any form of taxation, levy,
duty, customs fee, charge, contribution or impost of whatever nature,
including without limitation sales, use, value added or other form of
taxation and any fines, penalties, surcharges or interest, but excluding
any taxes based solely on our net income.
Relationship of Parties
Independent Contractor. SurrealDB is an independent contractor and
nothing in this MSA or related to our performance will be construed to
create an employment or agency relationship between you (or any of your
personnel) and us (or any of our personnel). Each Party will be solely
responsible for supervision, direction, control and payment of its
personnel, including applicable taxes, deductions, other payments and
benefits.Subcontracting and Assignment. We may subcontract to third parties
without your approval; provided, however, that (i) subcontractors agree to
protect your Confidential Information, and (ii) we remain responsible to
you for our obligations under this MSA. We may also, without your
approval, assign this MSA (a) to our Affiliates provided the scope of
Services is not affected and (b) pursuant to a merger or a sale of all or
substantially all our assets or stock.Third-Party Products. You may choose to use, or we may make available
to you to integrate or enable for use, products and services offered by
third parties ("Third-Party Products") with the Services. If you choose to
enable, access, or use of any Third-Party Products, your access and use of
any Third-Party Products is governed by the terms and conditions and
privacy policies of the provider of such Third-Party Products, and we do
not endorse, are not responsible or liable for, and make no
representations or warranties as to any aspect of such Third-Party
Products. This includes, without limitation, the Third-Party Product's
content, the manner in which your data is handled (including Customer
Data), or any interaction between you and the provider of such Third-Party
Products. We are not liable for any damage or loss caused or alleged to be
caused by or in connection with your enablement, access, or use of any
such Third-Party Products, or your reliance on the privacy practices, data
security processes, or other policies relating to or used in connection
with Third-Party Products. The providers of Third-Party Products shall not
be deemed sub-processors of personal information for any purpose.
Intellectual Property
SurrealDB Intellectual Property Rights. All rights, title, and
interest in and to all Services, Documentation trademarks, copyrights,
inventions, patents, training materials, manuals, methodologies, software,
ideas, methods, concepts, know-how, structures, reports, suggestions,
recommendations, techniques, inventions, developments, processes,
discoveries, improvements and other information or materials developed by
us in and during the course of performance or provision of the Services
(including all derivatives, modifications and enhancements thereof) are
owned exclusively by us or our licensors notwithstanding any other
provision in this MSA. Notwithstanding the foregoing, where Software
Services are provided under an Open Source License, your rights to use
such Software Services are governed by the applicable Open Source License.Rights to Customer Data. As between the Parties, you or your licensors
retain all right, title and interest in and to the Customer Data.Usage Data. You agree that we may collect, create, process, transmit,
store, use, and disclose Usage Data for our business purposes, including
to provide support, to improve the Services and to develop new products
and services, and for industry analysis, benchmarking, and analytics. As
between the Parties, we own and retain all right, title, and interest in
and to the know-how and analytical results generated in the processing and
use of Usage Data, and any new products, services, and developments,
modifications, customisations, or improvements to the Services made based
on Usage Data.Rights to Feedback. You are under no duty to provide any suggestions,
enhancement requests, or other feedback recommendations regarding the
Services ("Feedback"). If you choose to offer Feedback, we own all rights,
title and interest in and to any Feedback provided by you or your
Authorised Users or End Users relating to the Services.
Confidentiality
"Confidential Information" means information disclosed by either us or
you ("Disclosing Party") to the other Party ("Recipient") during the term
of this MSA that is (i) marked confidential, (ii) disclosed orally and
described as confidential at the time of disclosure and subsequently set
forth in writing and marked confidential, or (iii) which the Recipient
should reasonably understand to be confidential or proprietary due to the
nature of the information itself or the circumstances of its disclosure.
Your Confidential Information includes Customer Data.Obligations. During the term of this MSA and for two years following
termination of this MSA, each Party agrees (i) to treat Confidential
Information as secret, (ii) the Confidential Information will be used only
for the purposes of providing or using the Services, (iii) it will use the
same degree of care to protect the Confidential Information that it
utilises to protect its own confidential information, but in no event less
than reasonable care, and (iv) the Confidential Information may be
disclosed only to its Affiliates, employees, agents and contractors with a
need to know, and to its auditors and legal counsel, in each case, who are
under a written or professional obligation to keep such information
confidential using standards of confidentiality not less restrictive than
those required by this MSA.Exclusions. A Party will not be bound by a confidentiality obligation
with respect to information which: (i) is known to the Recipient at the
time of disclosure, (ii) is or later becomes publicly available other than
by reason of a breach of this MSA, (iii) is independently developed by the
Recipient without use of the Confidential Information, or (iv) becomes
lawfully known or available to the Recipient without restriction from a
third party having the lawful right to disclose the information. The
Recipient will not be prohibited from complying with disclosure mandated
by applicable law if, where reasonably practicable and without breaching
any legal or regulatory requirement, it gives the Disclosing Party
reasonable advance notice of the disclosure requirement.Remedies. Each Party acknowledges that any breach of the this Section
9 may result in significant damage to the Disclosing Party that may not be
completely compensable monetarily, and agrees that, notwithstanding any
contrary provisions of this MSA, the Disclosing Party is entitled to seek
injunctive relief in the event of a breach or threatened breach of this
Section 9\. The Party in default may not oppose any such application on
the basis that money damages would be a satisfactory or sufficient remedy.
Any such equitable remedies obtained will be in addition to, and not
foreclose, any other remedies that may be available.
Representations and Warranties
General. Each Party represents and warrants that (i) it has the
authority to enter into the Agreement, (ii) it will comply with laws
applicable to it (including export control law), and (iii) it will use
industry-standard measures to avoid introducing viruses or other
malicious code into the Services. In addition to the warranties provided
by the parties as set forth above, SurrealDB further warrants that,
during the Subscription Term of an applicable Order (a) the Services will
function materially in accordance with the Documentation, (b) we will not
materially decrease the overall functionality of the Services and (c) the
Services will be provided in a professional and workmanlike manner.
These warranties do not apply to Beta Services.Disclaimer of Warranty. Except as expressly provided in Section 10.1,
the Services are provided by us "as is" and without warranties or
conditions of any kind, including but not limited to implied warranties
of merchantability, non-infringement, merchantable quality, durability,
title, and fitness for a particular purpose. We do not guarantee or
warrant that the use of the Services will be uninterrupted, comply with
regulatory requirements, be error free, or that we will correct all
errors. For the breach of the warranties set forth in Section 10.1, your
exclusive remedy, and our entire liability, will be the re-performance or
supply of the deficient Service, or if we cannot substantially correct a
breach in a commercially reasonable manner, as determined by us, you may
terminate the relevant Service and receive a pro-rata refund of any
prepaid Fees paid for the deficient Service as of the date of
termination. We will not be liable for the results obtained by you
through use of the Services and you are solely responsible for
determining appropriate uses for the Services and for all results of such
use.
Limitation of Liability, Disclaimer of Damages
Limitation of Liability. For all events and circumstances, each
Party's and its Affiliates' aggregate and cumulative liability arising
out of or relating to this MSA and all Orders, including without
limitation on account of performance or non-performance of obligations,
regardless of the form of the cause of action, whether in contract, tort
(including, without limitation, negligence), statute or otherwise will be
limited to direct damages and will not exceed the amounts received by us
under the most applicable Order during the 12 months immediately
preceding the first event giving rise to liability. The foregoing shall
not be interpreted to limit (i) the availability of injunctive relief in
the event of the other Party's breach of Section 9 (Confidentiality) or
(ii) your payment obligations hereunder. Notwithstanding anything in
this Section 11 to the contrary and so far as permitted by law,
SurrealDB's liability relating to any and all Beta Services will be
limited to one thousand US dollars ($1,000).Disclaimer of Damages. Notwithstanding anything to the contrary
contained in the Agreement, in no event will either Party or its
Affiliates be liable to the other Party or its Affiliates for (i) loss or
corruption of data, (ii) loss arising from inaccurate or unexpected
results arising from the use of the Services, (iii) incidental,
consequential, special, indirect, exemplary, or punitive damages, whether
arising in contract, tort (including, without limitation, negligence) or
otherwise; or any damages arising out of or in connection with any
malfunctions, regulatory non-compliance, delays, lost profits, lost
savings, loss of goodwill, interruption of service, or loss of business
or anticipatory profits, even if such Party or its Affiliates have been
advised of the possibility of such damages. Liability for these damages
will be limited and excluded even if any exclusive remedy provided for in
this MSA fails of its essential purpose.
Indemnification
Indemnification by SurrealDB. We, at our own cost, will indemnify you
from and against any third-party claim that our Service, or your use of
the Services in accordance with the Documentation and the Agreement,
infringes or misappropriates such third party's intellectual property
rights, and will indemnify you and hold you harmless from and against any
damages or costs finally awarded against you (including reasonable
attorneys' fees) or agreed in settlement by us resulting from the
applicable claim.Indemnification by Customer. You, at your own cost, will indemnify,
defend and hold us harmless from and against any third-party claim
arising from (i) your use of the Services; (ii) any Customer Data,
including claims of infringement or misappropriation of a third party's
intellectual property rights; (iii) breach of the Agreement or violation
of applicable law by you; or (iv) a dispute between you and any third
party, and will indemnify us and hold us harmless from and against any
damages or costs awarded against us (including reasonable attorneys'
fees) or agreed in settlement by you resulting from the applicable claim.Procedures. The indemnifying Party's obligations in this Section 12
are subject to receiving from the indemnified Party: (i) prompt notice of
the claim (but delayed notice will only reduce the indemnifying Party's
obligations to the extent it is prejudiced by the delay), (ii) the
exclusive right to control the claim's investigation, defense and
settlement, and (iii) reasonable cooperation at the indemnifying Party's
expense. The indemnifying Party may not settle a claim without the
indemnified Party's prior approval if settlement would require the
indemnified Party to admit fault or take or refrain from taking any
action (except regarding use of the Services when SurrealDB is the
indemnifying Party). The indemnified Party may participate in a claim
with its own counsel at its own expense.Mitigation. In response to an infringement or misappropriation claim,
if required by settlement or injunction or as we determine necessary to
avoid material liability, we may: (i) procure rights for your continued
use of the Service, (ii) replace or modify the allegedly infringing
portion of the Service to avoid infringement, without materially reducing
the Service's overall functionality, or (iii) terminate the affected
Order and refund any pre-paid, unused fees for the terminated portion of
the Order.Exceptions. Our obligations in this Section 12 do not apply to claims
resulting from (i) your modification or your or an Authorised User's use
of the Services other than in accordance with the Documentation and the
Agreement, (ii) the combination, operation or use of the Services with
equipment, devices, software or data (including without limitation your
Confidential Information) not supplied by SurrealDB if a claim would not
have occurred but for such combination, operation or use, (iii) any
action arising as a result of Customer Data, (iv) Software Services other
than the most recent release, if we have made available (at no additional
charge) a newer release that would avoid infringement, or (v) Beta
Services.Exclusive Remedy. This Section 12 sets out the indemnified Party's
exclusive remedy and the indemnifying Party's sole liability regarding
third-party claims of intellectual property infringement or
misappropriation covered by this Section 12.
Miscellaneous
Governing Law and Venue. The governing law and exclusive venue
applicable to any lawsuit or other dispute arising in connection with the
Agreement will be determined by the location of Customer's principal
place of business ("Domicile"), as follows:Customer's Domicile Governing Law Venue North America Delaware Delaware (state and U.S. federal courts) Rest of World England & Wales London Jurisdiction. The parties hereby irrevocably consent to the personal
jurisdiction and venue of the courts in the venues shown above. Unless
prohibited by governing law or venue, each party irrevocably agrees to
waive jury trial. In all cases, the application of law will be without
regard to, or application of, conflict of law rules or principles, and
the United Nations Convention on Contracts for the International Sale of
Goods will not apply.Dispute Resolution. Each Party agrees that if a dispute arises
between the Parties as to the performance, interpretation or effect of
this MSA, the Parties will make a good faith effort to amicably resolve
any dispute before commencing any proceeding. Notwithstanding the
foregoing, either Party may take any action reasonably required to
protect such Party's rights.Publicity. Customer consents to SurrealDB's use of Customer's name
and logo for public identification as a customer, along with general
descriptions of any non-confidential matters SurrealDB has handled for
Customer and a general statement that Customer has selected SurrealDB as
its database platform, in public-facing materials. In addition, upon
request and mutual approval, Customer consents to participating in a case
study regarding its experiences with the SurrealDB Services, and
inclusion of the case study in public-facing materials.Export and Trade Sanctions. The Services provided by us under this
MSA may be subject to the export and import laws of the United States and
other countries. You agree to comply with all applicable export and
import laws, regulations or obligations. In particular, but without
limitation, the Services may not be exported or re-exported (i) into any
countries embargoed by the United States or (ii) to anyone on the United
States Treasury Department's list of Specially Designated Nationals or
the United States Department of Commerce's Denied Persons List or Entity
List. You represent and warrant that you are neither located in any such
country nor are on any such list.Notices. Notices must be in English, in writing, and will be deemed
given when delivered by hand or seven (7) days after being sent using a
method that provides for positive confirmation of delivery to the
respective addresses indicated in an Order; provided that any notice from
you to us includes a copy sent to: legal@surrealdb.com .Force Majeure. Neither Party will be liable for nonperformance or
delays caused by acts of god, wars, riots, strikes, fires, floods,
weather, earthquakes, government restrictions, terrorist acts, or other
causes beyond its reasonable control.Complete Agreement and Order of Precedence. This MSA, and any
associated written and fully executed agreements that they are
incorporated into, constitute the final, complete, and exclusive
understanding between the Parties relating to the applicable subject
matter. No prior written agreements or prior and contemporaneous oral
representations, promises, or Customer terms will become part of the
statement of understanding between the Parties unless expressly
incorporated therein. To the extent there is a conflict or inconsistency
among provisions of the following documents, the order of precedence
shall be as follows: (a) the applicable Order, (b) this Agreement, and
(c) the Documentation. Each party acknowledges and agrees that it has
adequate sophistication, including legal representation, to fully review
and understand this MSA; therefore, in interpretation of this MSA with
respect to any drafting ambiguities that may be identified or alleged, no
presumption will be given in favor of the non-drafting party. The Parties
specifically acknowledge that adjustments to this MSA may be made in an
Order.Headings. All headings contained in this MSA are inserted for
identification and convenience and will not be deemed part of this MSA
for purposes of interpretation.Severability. If any provision of this MSA is held invalid or
unenforceable for any reason but would be valid and enforceable if
appropriately modified, then such provision will apply with the
modification necessary to make it valid and enforceable. If such
provision cannot be so modified, the Parties agree that such invalidity
will not affect the validity of the remaining provisions of this MSA.Waiver. The delay or failure of either Party to exercise any rights
under this MSA will not constitute or be deemed a waiver or forfeiture
of such rights. No waiver will be valid unless in writing and signed by
an authorised representative of the Party against whom such waiver is
sought to be enforced.Survival. If this MSA or an Order is terminated for any reason,
Section 5.4 (Effect of Termination; Customer Data Retrieval), 6 (Payment
Terms), 7 (Relationship of the Parties), 8 (Intellectual Property), 9
(Confidentiality), 10.2 (Disclaimer of Warranty), 11 (Limitation of
Liability, Disclaimer of Damages), 12 (Indemnification), and 13
(Miscellaneous) of this MSA will survive such termination.Amendment. We may amend the Agreement at any time by posting a
revised version on the Website or by otherwise notifying you. If we
amend the Agreement in order to comply with applicable law, the
amendment will become effective upon posting or notification. Otherwise,
the amendment will only become effective the next time the applicable
Order is renewed. Other than as described in this Section 13, the
Agreement may not be amended except in writing signed by the Parties,
which writing makes specific reference to the Agreement.