Last updated: April 28, 2023.
Zilliz, Inc. ("we," "us," or "our") hereby offers certain web services ("Cloud Services") under the terms and conditions specified in this Agreement ("Agreement"). By creating an account to use the Cloud Services, you agree to be bound by the terms and conditions of 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. Should you not agree to this Agreement, you are prohibited from using Cloud Services.
This section of the Agreement outlines the terms and conditions for accessing and using our Cloud Services: (i) The Cloud Services are subject to change, suspension, or discontinuation at any time, and we will provide notice of any material changes by email or via the website. (ii) Some of the Cloud Services may be in preview, testing, or "beta" phase (each, a "Beta Offering"), and we will not be liable for any damages resulting from the use of any Beta Offering. (iii) Compliance with all applicable laws, rules, and regulations is required when using the Cloud Services, including any additional features or services. (iv) Separate rules specific to each feature or service may apply.
For information about our Service Level Agreement ("SLA"), please visit our website at https://zilliz.com/sla.
Please note that SLA does not apply to Beta versions.
In order to access and utilize our Cloud Services, it is imperative that you, as the user, create a username and password and provide us with the information requested during the registration process. It is crucial that all information provided during the registration process is complete and accurate, and that you make it your responsibility to keep your information up to date, in order to ensure its accuracy. Failure to do so may result in us denying your access to Cloud Services.
In the event that you obtain any consulting or professional services for the Cloud Services ("Consulting Services") from us, it is incumbent upon you to provide reasonable assistance and information to facilitate the scheduling and performance of the Consulting Services. In order to ensure effective delivery of the Consulting Services, you are also required to appoint an engagement manager. Any work provided to you as a part of the Consulting Services, including any report (a "Deliverable"), is considered accepted when delivered. We may engage qualified subcontractors to provide Consulting Services. You are granted a royalty-free, perpetual, nontransferable, and nonexclusive license to use and reproduce any Deliverables for your internal business purposes.
As a user of our Cloud Services, it is your responsibility to configure and use the Cloud Services properly, as well as to take appropriate steps to secure, protect, and back up your data. Please note that you are responsible for all activities in your account, regardless of whether they were undertaken by your employees or a third party such as contractors or agents. It is important that you do not disclose your User credentials to any unauthorized persons.
Please note that we and our affiliates are not responsible for unauthorized access to your account, unless said access was caused by a breach of this Agreement by us. In the event that you believe that unauthorized activity has occurred in your account or if your account information has been lost or stolen, you are required to contact us immediately.
5.1 Services Fees. We calculate and bill fees and charges for our Cloud Services in accordance with the terms set forth on our website. For monthly charges, we reserve the right to bill you more frequently if we believe there is a risk of non-payment or if we suspect that your account is fraudulent. By selecting monthly billing by credit card, you authorize us to charge your credit card on a recurring monthly basis, based on our current fee schedule for the Cloud Services or Support, as applicable. You agree to pay us the applicable fees and charges for your use of the Cloud Services, Support or Consulting Services, as described on our website, using your credit card. All amounts payable for the Cloud Services, Support or Consulting Services will be made without setoff or deduction, and all amounts paid are non-refundable. We reserve the right to increase or add new fees and charges for any Cloud Service, Support or Consulting Service by updating our website. In the event that we change the pricing for Cloud Services, Support or Consulting Services, the fees payable by you will increase or decrease in accordance with any such modification upon the date specified on our website. We reserve the right to charge you the interest at the rate of 1% per month or the highest rate permitted by law on any late payment.
5.2 Taxes. You are responsible for paying any applicable taxes and duties, including VAT and sales tax, in addition to the fees and charges for our Cloud Services, Support, or Consulting Services. You will provide us with any requested information, including the VAT identification number, to determine whether we are obligated to collect VAT. If you are legally exempt from such taxes, you are responsible for providing us with legally-sufficient tax exemption certificates for each applicable taxing jurisdiction. We will apply the tax exemption certificates to charges under your account that occur after we receive them. In cases where deduction or withholding is required by law, you agree to notify us and pay any additional amounts necessary to ensure that the net amount we receive, after any deduction or withholding, equals the amount we would have received if no deduction or withholding had been required. Additionally, you will provide us with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority.
5.3 Payment Disputes. In the event of a payment dispute between us and you, we will not take any actions against you with respect to non-payment under Section 6 ("Term and Termination") if you are disputing the applicable charges reasonably and in good faith, and are cooperating diligently to resolve the dispute. If the parties are unable to resolve such a dispute within thirty (30) days, each party shall have the right to seek any remedies it may have under this Agreement, at law or in equity, irrespective of any terms that would limit remedies on account of a dispute. It is clarified that any undisputed amounts must be paid in full.
6.1 Term; Termination. This section outlines the terms and conditions for the duration of the Agreement, the termination of the Agreement, and the suspension or termination of access to the Cloud Services. The term of this Agreement begins when the you create an account and remain in effect until terminated in accordance with this Agreement. You may terminate this Agreement by terminating all Cloud Services under your account, and we may terminate this Agreement for any reason by providing the user with 30 days' advance notice. We may also suspend or terminate your access to the Cloud Services immediately if: (i) we change the way we provide or discontinue any Cloud Service; (ii) you are late in payment or otherwise in breach of this Agreement; (iii) we reasonably determine that your use of the Cloud Services poses a risk to the availability, functionality, or security of the Cloud Services; (iv) we reasonably determine that the your use of the Cloud Services may be unlawful; 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, reorganization, liquidation, dissolution, or similar proceeding. If we suspend your right to access or use any portion or all of the Cloud Services, you remain responsible for all fees and charges you have incurred during the suspension and will not be entitled to any credit or refund. We will use commercially reasonable efforts to restore your access to the Cloud Services promptly following resolution of the cause of the suspension. We may suspend or terminate your access to or use of any Beta Offering at any time and for any reason.
6.2 Effect of Termination. Upon termination of this Agreement, all of your rights under this Agreement will immediately cease, and you will remain responsible for payment of all fees and charges incurred up until the date of termination. Please note that we have no obligation to retain any data contained in backup snapshots or in a Zilliz cluster that you have terminated or after termination of this Agreement.
7.1 Your Data. As a user of our Cloud Services, (i) you represent and warrant that any data you provide to us does not violate any applicable law or third party's intellectual property or other rights, and that (ii) you have all necessary rights to use your data as specified in this Agreement. This clause is legally binding and means that you are responsible for any legal issues that arise from the data you provide to us.
7.2 Our Service. As a user of our Cloud Services, you agree (i) not to modify, alter, tamper with, repair, or create derivative works of any software included in the Cloud Services. You also agree (ii) not to reverse engineer, disassemble, or decompile the Cloud Services or apply any other process or procedure to derive the source code of any software included in the Cloud Services. Additionally, you agree (iii) not to access or use the Cloud Services in a way intended to avoid incurring fees or exceeding usage limits or quotas, resell or sublicense the Cloud Services, use the Cloud Services in connection with any fork or derivative work of the Zilliz cluster, attempt to disable or circumvent any security mechanisms used by the Cloud Services, use the Cloud Services in a way that poses a risk to the Cloud Services or any third party, or use the Cloud Services unlawfully. By using Cloud Services, you agree to be bound by these terms and conditions.
7.3 No Other Rights. This clause of the Agreement clarifies that the user does not acquire any intellectual property rights, title, or interest in the Cloud Services, except as expressly provided in the Agreement. As a user of our Cloud Services, you are not obligated to provide us with any feedback or suggestions regarding the Cloud Services; however, if you choose to do so, you acknowledge and agree that we may use and modify such feedback or suggestions without any restriction or payment to you.
7.4 No Disclose. This clause outlines your confidentiality obligations with respect to any confidential or proprietary information provided by us ("Zilliz Information") to you in connection with the Cloud Services or Consulting Services. You may use such information solely for the purpose of evaluating the Cloud Services or Consulting Services and must exercise a high degree of care to avoid any disclosure of such information to any third party without our prior written consent. Your confidentiality obligations with respect to such information will continue for a period of three years after the termination of this Agreement.
The Cloud Services, Beta Offerings, Support, and Consulting Services are provided "AS IS" and "AS AVAILABLE" without any representation or warranty of any kind. We do not provide any implied or statutory warranties, including implied warranties of merchantability or fitness for a particular purpose. Furthermore, we do not provide any warranty arising out of any course of dealing or usage of trade, except to the extent prohibited by law. It is important to note that you bear all risks associated with the use of Cloud Services, Beta Offerings, Support, and Consulting Services.
Under no circumstances will we or our affiliates and licensors be liable to you for any indirect, incidental, special, consequential, or exemplary damages, including damages for loss of profits, use, or data.
Also, under no circumstances will we or our affiliates and licensors be liable to you for any misuse of the service or Deliverable, or modifications to the Service or Deliverables by Customer or any third party.
We and our affiliates and licensors will not be responsible for any compensation, reimbursement, or direct damages arising from: (a) your inability to use the Cloud Services; (b) the cost of procurement of substitute goods or services; (c) any investments, expenditures, or commitments by you in connection with this Agreement or your use of or access to the Cloud Services; or (d) any unauthorized access to, alteration of, or deletion, destruction, damage, loss, or failure to store any of your content or other data. Our and our affiliates' and licensors' aggregate liability under this Agreement is limited to the amount you actually pay us for the Cloud Services that gave rise to the claim during the 12 months preceding the claim.
In the event of any third-party claim arising from or relating to your use of the Cloud Services, breach of this Agreement, or violation of applicable law, you agree to defend, indemnify, and hold harmless us, our affiliates and licensors, and their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees). This includes claims related to your data, or the combination of your data with other applications, content, or processes, including any claims involving alleged infringement or misappropriation of intellectual property rights. If we or our affiliates are required to respond to a third-party subpoena or other compulsory legal order or process seeking information related to your data or your use of the Cloud Services, you will also reimburse us for reasonable legal fees, as well as our employees' and contractors' time and materials spent responding to the third-party subpoena or other compulsory legal order or process at our then-current hourly rates. We 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 materially harms your ability to defend the claim. You may: (a) use counsel of your own 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.
11.1 General. This clause of the Agreement clarifies that the relationship between the parties is that of independent contractors, and does not create any agency, partnership, or joint venture between the parties. The Agreement also specifies that no third party beneficiary rights are created by this Agreement, and that the user may not assign, delegate or sublicense any of their rights under this Agreement without the prior written consent of Zilliz. The failure of Zilliz to enforce any provision of this Agreement shall not be deemed a waiver of such provision. In the event that any portion of this Agreement is found to be invalid or unenforceable, the remaining portions shall remain in full force and effect.
11.2 Entire Agreement. This clause of the Agreement emphasizes that this Agreement constitutes the entire understanding between you and us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement. Additionally, this Agreement incorporates any data processing agreement or Business Associate Agreement. This clause serves as a reminder that any prior agreements, communications, or other understandings will not apply to this Agreement, and that any data processing agreement or Business Associate Agreement will be included in this Agreement.
11.3 Notice. All communications and notifications under this Agreement must be delivered in English. We may provide any notification to you under this Agreement either by posting a notice on the website for the relevant Cloud Service or by sending a message to the email address associated with your account. You will be considered to have received any email sent to the email address associated with your account at the time we send the email, regardless of whether you actually received the email. To provide us with notice under this Agreement, you must either (1) email us at firstname.lastname@example.org or (2) send us your notice by certified mail, return receipt requested, to Zilliz, Inc., 201 Redwood Shores Pkwy Ste 330; Redwood City, CA 94065.
11.4 Choice of Law; Consent to Jurisdiction. This Agreement is governed by the laws of California, excluding any applicable conflict of laws rules or principles. Any dispute arising between you and us will be subject to the exclusive jurisdiction and venue of California courts. We may seek injunctive or other relief in any state, federal or national court of competent jurisdiction for any actual or alleged infringement of ours, our affiliates', or any third party's intellectual property or other proprietary rights. It is important to note that the United Nations Convention for the International Sale of Goods does not apply to this Agreement.
11.5 Force Majeure. This clause clarifies that we will not be held liable for any delay or failure to perform any obligation under this Agreement resulting from any cause beyond our reasonable control. Such causes include acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war. It is important to note that this provision is intended to limit our liability and not to excuse our failure to perform any obligation under this Agreement. We will make commercially reasonable efforts to minimize the impact of such events on the Cloud Services and will resume our obligations as soon as possible following the resolution of the cause of the delay or failure.
11.6 Amendments. We reserve the right to modify this Agreement at any time, and any amendments will become effective immediately after they are posted on the site for the applicable Cloud Service, or as stated in our email notice message. By continuing to use the Cloud Services, Support, or Consulting Services after the effective date of any amendment to this Agreement, you are acknowledging and accepting such changes, and agreeing to be bound by the amended terms of service. We encourage you to regularly check the site for the applicable Cloud Service to ensure that you are up-to-date with any changes or modifications to this Agreement.