By agreeing to an Order Form that references this Master Subscription Agreement (this “Agreement”), you agree to this Agreement. If you represent an organization, you represent and warrant that you have the authority to agree to this Agreement on behalf of your organization.
Certain capitalized terms used herein are set forth below, and other terms shall have the respective meanings set forth elsewhere in this Agreement, the applicable Order Form or in the Community License (defined below).
“Agreement” means this Master Subscription Agreement.
“Company” means the company referenced in the applicable Order Form associated with this Agreement.
“Dgraph” means Dgraph Labs, Inc.
“Dgraph Website” means the website located at https://dgraph.io/.
“Initial Term” means the period specified on the first Order Form with Company.
“Order Form” means a Dgraph Order Form associated with this Agreement that has been signed and executed by both Company and Dgraph.
“Renewal Term(s)” means a period of one (1) year from the end of the Initial Term or any Renewal Term, unless this Agreement is otherwise terminated as set forth herein.
“Services” means Dgraph’s provision of technical support, as described in Attachment A hereto, as well as such other services as Dgraph may offer to licensees of the Dgraph Enterprise software as described on the Dgraph Website or on the applicable Order Form.
“Software” means Dgraph Enterprise software and related documentation as specified on the applicable Order Form.
“Subscription Fees” means the then-current subscription fees as set forth on the applicable Order Form.
“Term” means the Initial Term and any Renewal Term, as applicable.
2.1. The Software is licensed to Company pursuant to the Dgraph Community License Agreement (the “Community License”) and this Agreement. The terms and conditions of the Community License are incorporated herein. In the event of a conflict between the terms and conditions of this Agreement and the Community License, this Agreement shall control.
2.2. During the Term, and subject to Company’s compliance with the terms and conditions of this Agreement, Dgraph shall provide the Services.
3.1. Subscription Fees are due in advance upon the commencement of each Term. All fees under this Agreement are due upon the dates set forth in the Order Form associated with this Agreement and are payable within thirty (30) days from the date of Dgraph’s invoice. Payment shall be made without any right of set-off or deduction. All payments made pursuant to this Agreement shall be made in the quoted currency and are nonrefundable.
3.2. Any amount not paid when required to be paid under this Agreement shall accrue interest at the rate of one and one-half percent (1.5%) per month (eighteen percent (18%) per annum) on the remaining amount required to be paid, or at the highest amount permitted by applicable law (if lower), such interest to accrue on a daily basis from the payable date until the remaining amount is paid.
3.3. All fees are exclusive of applicable local, state, federal and international sales, value added, withholding and other taxes and duties of any kind. Company shall be responsible for payment of such taxes and duties of any kind, provided however that Dgraph shall be responsible for payment of taxes levied or imposed based upon Dgraph’s net income. Without limitation, Company will be responsible for all applicable sales taxes unless it first claims a sales tax exemption by providing Dgraph with an exemption certificate acceptable to the applicable authorities.
4.1. This Agreement shall commence on the effective date specified in the Order Form and continue for the Initial Term, unless terminated earlier as set forth below. Thereafter, this Agreement shall renew for successive Renewal Terms, unless either party gives at least thirty (30) days notice of non-renewal prior to the expiration of the applicable Term.
4.2. Either party may terminate this Agreement immediately in the event the other party commits a material breach of this Agreement and fails to remedy that breach within thirty (30) days of receipt of notice of material breach.
4.3. Dgraph may terminate this Agreement upon written notice to Company in the event of Company’s (a) unauthorized use of the Software (including breach of the Community License), (b) failure to make timely payment to Dgraph, (c) violation of Section 7 (Confidentiality), or (d) should the Software become, or in Dgraphs’ reasonable opinion is likely to become, the subject of a claim of intellectual property infringement or trade secret misappropriation.
4.4. Sections 1 (Definitions), 3 (Payment;Taxes), 4.4 (Term & Termination), 5 (Proprietary Rights), 6 (Warranty and Disclaimer), 7 (Confidentiality), 8 (Limitation of Liability), and 9 (Miscellaneous) of this Agreement shall survive the termination of this Agreement for any reason.