Terms of Service
Effective January 12, 2011
1. Your Agreement with Dydra
1.1 Your use of Dydra is governed by this agreement (the "Terms"). "Datagraph" means Datagraph Inc., located at 3603 Woodberry Drive, Duluth GA 30096, United States, and its subsidiaries or affiliates involved in providing Dydra. "Dydra" means the services Datagraph makes available through dydra.com, including this website, the Dydra RDF store service, and any other software or services offered by Dydra in connection to any of those.
1.2 In order to use Dydra, you must first agree to the Terms. You can agree to the Terms by actually using Dydra. You understand and agree that Datagraph will treat your use of Dydra as acceptance of the Terms from that point onwards.
1.3 You may not use Dydra if you are a person barred from using Dydra under the laws of the United States or other applicable laws, including those of the country in which you are resident or from which you use Dydra. You affirm that you are over the age of 13, as Dydra is not intended for children under 13.
1.4 You agree your purchase of Dydra is not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by Datagraph or any of its affiliates regarding future functionality or features.
2. Your Account and Use of Dydra
2.1 You must provide accurate and complete registration information any time you register to use Dydra. You are responsible for the security of your passwords and for any use of your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify Datagraph immediately.
2.2 Your use of Dydra must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software.
2.3 You agree not to (a) access (or attempt to access) the administrative interface of Dydra by any means other than through the interface that is provided by Datagraph in connection with Dydra, unless you have been specifically allowed to do so in a separate agreement with Datagraph, or (b) engage in any activity that interferes with or disrupts Dydra (or the servers and networks which are connected to the Service).
2.4 Your account has “hard” and “soft” usage limits, as further explained on the dydra.com website. Dydra does not permit you to exceed the hard usage limits. Datagraph reserves the right to enforce soft usage limits in its sole discretion, which may result in Datagraph returning “quota exceeded” results to you or users to whom you serve applications in connection with Dydra. ("End Users"). Repeated exceeding of the hard or soft usage limits may lead to termination of your account. Datagraph may update these limits from time to time, including reducing them to lower levels of functionality, at its sole discretion.
2.5 You may use Dydra only to develop and run applications on Dydra's platform. You may not access Dydra for the purpose of bringing an intellectual property infringement claim against Datagraph.
3. Service Policies and Privacy
3.1 You agree to comply with the Dydra Acceptable Use Policy available at acceptable use policy (the "Acceptable Use Policy") which is incorporated herein by this reference and which may be updated from time to time.
3.3 You agree that you will protect the privacy and legal rights of the End Users of applications you build using Dydra. You must provide legally adequate privacy notice and protection for End Users. If End Users provide you with user names, passwords, or other personal information stored via the Dydra services, you must make the users aware that the information will be available to your application and to Datagraph.
4. Fees for Use of Dydra
4.1 Subject to the Terms, Dydra is provided to you without charge up to certain limits. Usage over this limit requires your purchase of additional resources or services. The pricing for additional resources and services can be found at http://dydra.com/pricing (or such URL as Datagraph may provide).
4.2 For all purchased resources and services, we will charge your credit card on a monthly basis or at the interval indicated in your plan. Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes. You are responsible for paying all taxes and government charges, and all reasonable expenses and attorneys fees Datagraph incurs collecting late amounts. To the fullest extent permitted by law, you waive all claims relating to charges unless claimed within 60 days after the charge (this does not affect your credit card issuer rights). Charges are solely based on Datagraph's measurements of your use of Dydra, unless otherwise agreed to in writing. To the fullest extent permitted by law, refunds (if any) are at the discretion of Datagraph and only in the form of credit for Dydra. Nothing in these Terms obligates Datagraph to extend credit to any party. You acknowledge and agree that any credit card and related billing and payment information that you provide to Datagraph may be shared by Datagraph with companies who work on Datagraph's behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Datagraph and servicing your account. Datagraph may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Datagraph shall not be liable for any use or disclosure of such information by such third parties. Datagraph reserves the right to discontinue the provision of Dydra Services to you for any late payments.
4.3 Datagraph may change its fees and payment policies for Dydra by notifying you at least fifteen (15) days before the beginning of the billing cycle in which such change will take effect. Changes to the fees or payment policies will be posted on the website (or such other URL Datagraph may provide from time to time). Any outstanding balance becomes immediately due and payable upon termination of the Terms for any reason.
4.4 You may not register multiple accounts or develop multiple applications to simulate or act as a single account or application or otherwise access Dydra in a manner intended to avoid incurring fees.
5. Content on Dydra and Take Down Obligations
5.1 You understand that all information (such as RDF data, data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) to which you may have access as part of, or through your use of, Dydra are the sole responsibility of the person from which such content originated. All such information is referred to below as the "Content." The term Content shall specifically exclude any application that you create or which uses Dydra, or any source code written by you to be used with Dydra (collectively, "Applications").
5.2 Datagraph reserves the right (but shall have no obligation) to remove any or all Content from Dydra. You agree to immediately take down any Content that violates the Acceptable Use Policy, including pursuant to a take down request from Datagraph. In the event that you elect not to comply with a request from Datagraph to take down certain Content, Datagraph reserves the right to directly take down such Content or to disable accounts.
5.3 In the event that you become aware of any violation of the Acceptable Use Policy by an End User of any of your Applications, you shall immediately terminate such end user's account on your Application. Datagraph reserves the right to disable Applications in response to a violation or suspected violation of the Acceptable Use Policy.
5.4 You agree that you are solely responsible for (and that Datagraph has no responsibility to you or to any third party for) the Application or any Content that you create, transmit or display while using Dydra and for the consequences of your actions (including any loss or damage which Datagraph may suffer) by doing so.
5.5 You agree that Datagraph has no responsibility or liability for the deletion or failure to store any Content and other communications maintained or transmitted through use of Dydra. You further acknowledge that you are solely responsible for securing and backing up your Applications and any Content.
6. Proprietary Rights
6.1 You acknowledge and agree that Datagraph (or Datagraph's licensors) own all legal right, title and interest in and to Dydra, including any intellectual property rights which subsist in Dydra (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
6.2 Except as provided in Section 8, Datagraph acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content or Applications that you create, submit, post, transmit or display on, or through, Dydra, including any intellectual property rights which subsist in that 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 Datagraph, you agree that you are responsible for protecting and enforcing those rights and that Datagraph has no obligation to do so on your behalf.
7. License from Datagraph and Restrictions
7.1 Datagraph gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by Datagraph as part of Dydra. This license is for the sole purpose of enabling you to use and enjoy the benefit of Dydra as provided by Datagraph, in the manner permitted by the Terms.
7.2 You may not (and you may not permit anyone else to): (a) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of Dydra or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Datagraph, in writing (e.g., through an open source software license); or (b) attempt to disable or circumvent any security mechanisms used by Dydra or any applications running on Dydra.
7.3 Open source software licenses for components of Dydra released under an open source license constitute separate written agreements. To the limited extent that the open source software licenses expressly supersede these Terms, the open source licenses govern your agreement with Datagraph for the use of the components of Dydra released under an open source license.
7.4 Datagraph hereby grants you a limited, non-exclusive, royalty-free, non-transferable license, with no right to sub-license, to display the Datagraph trademarks and/or logos as provided here (“Marks”) for the sole purpose of promoting or advertising that you use Dydra. You agree that all goodwill generated through your use of the Datagraph Marks shall inure to the benefit of Datagraph.
8. License from You
8.1 Datagraph claims no ownership or control over any Content or Application. You retain copyright and any other rights you already hold in the Content and/or Application, and you are responsible for protecting those rights, as appropriate. By submitting, posting or displaying the Content on or through Dydra you give Datagraph a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Content for the sole purpose of enabling Datagraph to provide you with Dydra.
8.2 By granting another user permissions to access or update any of your Content, you hereby grant to that user a non-exclusive, royalty-free, non-transferable license, with no right to sub-license, to use, display, perform, reproduce, modify, publish, distribute, list information regarding, edit, translate and analyze such Application(s) and Content as permitted by the relevant Dydra functionality or features for the purpose of creating, collaborating on, or accessing that Content.
8.2.1 Datagraph may occasionally collect and store Content other usage information and statistics for the purposes of improving Dydra's performance and ensuring quality of service. Your use of the service grants Datagraph a limited, non-transferrable license to your Content to use this data for these purposes only. This license explicitly excludes any interest in any Intellectual Property rights which subsist in your Content, redistribution rights, commercial rights, trade secrets, or other value inherent to the specific information in your Content, and does not expire should you terminate your use of Dydra.
8.3 You may choose to or we may invite you to submit comments or ideas about Dydra, including without limitation about how to improve Dydra or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Datagraph under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.
9.1 Datagraph may, and you grant us permission to, make recommendations via Dydra for products or services we think may be of interest to you based on your Application(s), Content, and/or use of Dydra. We will never make recommendations directly to your End Users.
10. Modification and Termination of Dydra
10.1 Datagraph is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of Dydra which Datagraph provides may change from time to time without prior notice to you, subject to the terms in Section 4.3. Changes to the form and nature of Dydra will be effective with respect to all versions of Dydra; examples of changes to the form and nature of Dydra include without limitation changes to fee and payment policies, security patches, added functionality, and other enhancements.
10.2 You may terminate these Terms at any time by canceling your account on Dydra. You will not receive any refunds if you cancel your account.
10.3 You agree that Datagraph, in its sole discretion and for any or no reason, may terminate your account or any part thereof. You agree that any termination of your access to Dydra may be without prior notice, and you agree that Datagraph will not be liable to you or any third party for such termination.
10.4 You are solely responsible for exporting your Content and Application(s) from Dydra prior to termination of your account for any reason, provided that if we terminate your account, we will provide you a reasonable opportunity to retrieve your Content and Application(s).
10.5 Upon any termination of Dydra or your account these Terms will also terminate, but Sections 6.1, 10, 11, 12, 13, and 17 shall continue to be effective after these Terms are terminated.
11. EXCLUSION OF WARRANTIES
11.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 12 AND 13, SHALL EXCLUDE OR LIMIT DATAGRAPH'S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.
11.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF DYDRA IS AT YOUR SOLE RISK AND THAT DYDRA ARE PROVIDED "AS IS" AND "AS AVAILABLE."
11.3 DATAGRAPH, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING DYDRA, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, DATAGRAPH, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF DYDRA WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF DYDRA WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH DYDRA WILL BE ACCURATE.
12. LIMITATION OF LIABILITY
12.1 SUBJECT TO SECTION 12.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT DATAGRAPH, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS.
12.2 THE LIMITATIONS ON DATAGRAPH'S LIABILITY TO YOU IN PARAGRAPH 13.1 ABOVE SHALL APPLY WHETHER OR NOT DATAGRAPH HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
13.1 You agree to hold harmless and indemnify Datagraph, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners (collectively "Datagraph and Partners") from and against any third party claim arising from or in any way related to (a) your breach of the Terms, (b) your use of Dydra, (c) your violation of applicable laws, rules or regulations in connection with Dydra, or (d) your Content or your Application, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, Datagraph will provide you with written notice of such claim, suit or action.
14. Copyright Policy
14.1 You agree to set up a process to respond to notices of alleged infringement that comply with the United States' Digital Millennium Copyright Act ("DMCA notices"). It is Datagraph's policy to respond to DMCA notices or other applicable copyright laws and to terminate the accounts of repeat infringers. We reserve the right to take down your Content, if necessary, terminate your account upon receipt of a valid DMCA notice.
15. Other Content
15.1 The Datagraph Services may include hyperlinks to other web sites or content or resources or email content. Datagraph may have no control over any web sites or resources which are provided by companies or persons other than Datagraph.
15.2 You acknowledge and agree that Datagraph is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
15.3 You acknowledge and agree that Datagraph is not liable for any loss or damage which may be incurred by you or your End Users as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
16. Changes to the Terms
16.1 Datagraph may make changes to the Terms from time to time. If we change the Terms in any substantive way, we will give you at least seven (7) days notice before the changes take effect, during which period of time you may reject the changes by terminating your account.
16.2 You understand and agree that if you use Dydra after the date on which the Terms have changed, Datagraph will treat your use as acceptance of the updated Terms.
17. General Legal Terms
17.1 The Terms constitute the whole legal agreement between you and Datagraph and govern your use of Dydra (but excluding any services which Datagraph may provide to you under a separate written agreement), and completely replace any prior agreements between you and Datagraph in relation to Dydra.
17.2 There are no third party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms creates an agency, partnership or joint venture.
17.3 If Datagraph provides you with a translation of the English language version of these Terms, the English language version of these Terms will control if there is any conflict.
17.4 You agree that Datagraph may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on Dydra. By providing Datagraph your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail.
17.5 You agree that if Datagraph does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Datagraph has the benefit of under any applicable law), this will not be taken to be a formal waiver of Datagraph's rights and that those rights or remedies will still be available to Datagraph.
17.6 Datagraph shall not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.
17.7 The Terms, and your relationship with Datagraph under the Terms, shall be governed by the laws of the State of Louisiana.
17.8 Neither party may assign any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the entirety of its rights and obligations under these Terms, without consent of the other party, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of your use of Dydra upon written notice to the assigning party.
This document is an adaptation of the Heroku Terms of Service, which was itself based on the Google App Engine Terms of Service. The original work has been modified. Neither Google, Inc. nor Heroku are connected with, sponsor or endorse Dydra, Datagraph or its use of their works.