Dragonfly Cloud Terms of Service

Last Revised: February 20, 2024

DragonflyDB Inc. and its affiliates (“Dragonfly“, “Company”, “our“, “we“ or “us“) are pleased to offer to its customers (“Customer”) an online managed in-memory data storage solution (the “Solution”). The Solution and related services, except if specifically, otherwise designated, shall be referred to herein as the “Services”. “Users” or “you”: (i) Customer (ii) Customer’s first user of the Solution (“Customer’s Admin“), and (iii) end users invited by Customer and/or by Customer Admin (namely employees and any other Customer personnel) and who use or access the Services under Customer’s account (the “End User(s)“). Each of the Users may access and use the Services in accordance with the terms and conditions hereunder.

By entering, connecting to, accessing or otherwise using the Services, you acknowledge that you have read and understood these Terms of Service (the “Terms of Service”), our Privacy Policy located at https://www.dragonflydb.io/privacy (“Privacy Policy”) and any Order (as defined below) entered into by the Parties (Privacy Policy and Order together with the Terms of Service the “Terms”) and you agree to be bound by the Terms and to comply with all laws and regulations that apply to your use of the Services and you agree that these Terms constitute a binding and enforceable legal contract between you and Dragonfly. All capitalized terms that are not otherwise defined in these Terms of Service shall have the meaning attributed to them in the Privacy Policy or in the Order.

‍IF YOU ARE THE FIRST PERSON TO USE OR ACCESS THE SERVICES, YOU AGREE THAT YOU SHALL BE DEEMED A CUSTOMER ADMIN FOR THE PURPOSE OF THESE TERMS, UNLESS YOU ACTIVELY NOTIFY US THROUGH THE SOLUTION THAT YOU HAVE DESIGNATED ANOTHER END USER OF THE CUSTOMER TO ACT IN SUCH CAPACITY. CUSTOMER ADMIN HEREBY REPRESENTS, WARRANTS, AGREES, AND ACKNOWLEDGES THAT (I) IT HAS BEEN DESIGNATED BY THE CUSTOMER’ AND HAS FULL LEGAL AUTHORITY TO USE AND REGISTER TO THE SERVICES AND BIND THE CUSTOMER TO THESE TERMS; AND (II) THESE TERMS ALSO CONSTITUTE A BINDING CONTRACT BETWEEN CUSTOMER AND DRAGONFLY.

CUSTOMER ADMIN, END USER, AND CUSTOMER, HEREBY REPRESENT AND WARRANT THAT CUSTOMER ADMIN AND END USER’S USE OF AND ACCESS TO THE SERVICES ASSOCIATED WITH CUSTOMER, ARE PERFORMED UNDER CUSTOMER’S AUTHORIZATION AND SHALL INURE TO THE BENEFIT OR LIABILITY OF THE CUSTOMER.

1. The Services

1.1 Subject to You’s compliance with its obligations under these Terms, We will provide you with the Services in the scope and for the Subscription Period set forth in an applicable Order (as defined below), all in accordance with the terms contained herein. 1.2 To the extent you will request any implementation, configuration, or other additional services in connection with the Services and/or any facilitation thereof (“Additional Services”), such will be separately agreed to by the Parties in writing and detailed in an applicable Order. 1.3 The Company will make its best commercial efforts to provide the Solution in accordance with the Service Level Agreement located at https://www.dragonflydb.io/sla

2. Subscription, Use Restrictions

2.1 In order to subscribe to the Services (the “Subscription”), you will be required to choose a subscription plan, whether through our website located at https://www.dragonflydb.io (“Website”) or as otherwise directed by us (“Order”). For the completion of the Subscription, we may request certain information, which can include inter alia your name, e-mail, phone number, password, and any other relevant information. An Order may specify and include, among others, the fees payable in consideration for the right to use the Services (“Fees”), the scope of the Services, the Subscription period (“Subscription Period”), and additional payment and billing terms.

2.2 We reserves the right to decline any Subscription request, for any reason, in our sole discretion. We reserve the right to temporarily suspend or permanently terminate your Subscription, at any time at our sole discretion.

2.3 Customer Subscription License. Subject to (i) payment of Fees and (ii) Customer’s continuance compliance with these Terms, Customer is hereby granted a limited, non-exclusive, non-assignable, non-tradeable, non-sub-licensable, revocable (in accordance with the terms hereof) right to use the Services during the relevant Subscription Period only for Customer’s internal purposes, and solely according to the terms stated herein and in the relevant Order. Except as stated above, no other rights in or to the Services and/or Solution are granted, and Company reserves all other rights thereto.

2.4 Modification of the Services. Company may continuously update and modify its Services with new capabilities or offerings or replace and/or discontinue some of the capabilities with others. You acknowledge and agree that some of the features and capabilities may be experimental and/or offered in limited capabilities, versions or locations. Your sole remedy in the event of changes that reflect a material decrease in functionality is to terminate any affected Subscription to the Services. In such event you are required to provide us with a written notice of such termination not later than within 30 (thirty) days of becoming aware of such adverse change.

2.5 Use Restrictions. You may not and shall not permit any person, and/or any third party (including without limitation any End Users) to (i) copy, modify, distribute, publicly display, transfer or create derivative works of, adapt, emulate, translate, reverse engineer, compile, decompile, disassemble or reproduce the Services or any part thereof, for any purpose, (ii) remove or delete any or all copyright notices, restrictions and signs indicating proprietary rights of Company and/or its licensors, including copyright mark [©] or trademark [® or ™] contained in or accompanying the Services, (iii) create a browser or border environment around the Services, link, including in-line linking, to elements of the Services, and/or frame or mirror any part thereof or use the Services as a services bureau or otherwise to provide services which are in essence similar to the Services to third parties; (iv) transmit, distribute, display or otherwise make available through or in connection with the Services any content, including any Customer Data (as defined below), that : (a) infringes or may infringe any third party rights, including intellectual property rights and privacy rights, or (b) is or may be deceptive, libelous, defamatory, harmful, pornographic, obscene, racist, hateful, infringing, unlawful or illegal; (v) transmit or otherwise make available in connection with use of the Services any virus, malware or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, data, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (vi) interfere with or disrupt the operation of the Services, or the servers or networks that host them or make the Services available; (vii) use the Services for and/or in connection with any form of spam, unsolicited mail or similar conduct; (viii) access and/or use any part of the Services in order to build a competitive product or service; (ix) publish or disclose to any third party any quality, performance or benchmark test analyses relating to the Services; (x) bypass any measures which are used to prevent, control or restrict access to the Services and/or certain functionalities therein; (xi) infringe or violate any of the terms and conditions of contained herein.

3. Fees

3.1 You will pay us the applicable Fees incurred for your use of the Services, all in accordance with the terms detailed in the applicable Order. Unless otherwise stated in the applicable Order, payment of the Fees shall be made on a monthly basis within two (2) days following the receipt of the respective invoice from the Company, added with any applicable VAT, sales, or other taxes as set forth in the relevant Order. All payments shall be made without any setoff or deduction in United States Dollars. All Fees and Orders shall be non-cancellable, and the sums paid non-refundable.

3.2 You are responsible for payment of any taxes, levies, and/or charges resulting from obtaining and using the Services (or any part thereof) as well as the payment in respect thereof to the Company, except for Company income tax that is charged directly from Company.

3.3 Notwithstanding anything to the contrary stated in these Terms, the Company reserves the right to delete the Customer’s data stores and cease the provision of the Services hereunder in case the Customer fails to pay any applicable Fees when due.

4. Third-Party Service Providers.

You acknowledge and agree that Company may engage third-party service providers to provide or otherwise facilitate the Services.

5. Intellectual Property

5.1 Customer Intellectual Property. As between the parties, You retain all rights, title and interest in and to your Customer Data (as defined below). Unless specifically authorized in these Terms or in writing by the Customer, and then only to the extent so authorized, the Company shall use the Customer Data solely in connection with the provision of the Services.

5.2 Company Intellectual Property. Any proprietary and intellectual property and any and all rights, title, and interest in and to the Services, and any part thereof, including without limitation any Company’s trademarks, whether or not registered and/or capable of being registered, and any and all Feedback (collectively, the “Company IP”), are exclusively owned by Company or its affiliates or licensors and are subject to copyright and other applicable intellectual property rights under applicable laws and international conventions.

5.3 Feedback. In the event that You or any End User chooses to provide us with any feedback related to the Solution and/or Services (collectively, “Feedback”), such Feedback is provided on an ‘As Is’ basis and is hereby assigned and shall be deemed as the sole and exclusive property of Company, and Customer hereby irrevocably waives any rights Customer may have (including without limitation any moral rights) in or otherwise in connection with such Feedback.

6. Data

6.1 Customer Data. In the scope of the use of the Services, you will make available to or otherwise allow or enable us and/or our respective service providers to store, process, and analyze certain data pertaining to you (“Customer Data”). You hereby grant the Company a non-exclusive, non-assignable, and non-transferable (except to its service providers in connection with the provision of the Services) license to use such Customer Data and any other data and information made available by you to Company through the Services, all solely for the purpose of providing you with the Services contemplated hereunder.

6.2 Receipt of Approvals. You will ensure that the Customer Data, and your use of it, complies with these Terms and any applicable law, and further warrant and represent that you have and will at all times during the Term hereof (and thereafter with respect to Contact Details as further defined below) maintain all permissions and consents required to provide us with such Customer Data, and allow us the use thereof in accordance with the terms and conditions contained herein.

6.3 Data Protection. To the extent you make any Personally Identifiable Information (“PII”) (as such terms are defined in the European Union's General Data Protection Regulation (2016/679) (“GDPR”)) available to us in connection with your use of the services (including as part of the Customer Data), you and we shall comply with all applicable privacy and data protection laws as amended from time to (“Data Protection Laws”). The Parties acknowledge that to the extent that the Customer Data includes PII (“Customer Data PII”), Company shall be deemed a ‘Data Processor’ of Customer with respect to the processing by Company of such Customer Data PII, and Customer shall be deemed a “Data Controller” (as such terms are defined by the GDPR) and where applicable, the Parties shall be deemed entered into and comply with the terms of the Data Processing Agreement located at https://www.dragonflydb.io/dpa.

7. Customer Warranties.

By using the Services in whole or in part, you represent and warrant that: (i) all registration information you submit will be true, accurate, current, and complete; (ii) you will maintain the accuracy of such information and promptly update such registration information as necessary; (iii) you have the legal capacity and you agree to comply with these Terms; (iv) you are not under the age of 18; (v) you will not use the Services for any illegal or unauthorized purpose; and (vi) your use of the Services will not violate any applicable law or regulation or the terms of these Terms. If you provide any information that is untrue, inaccurate, not current, or incomplete, or if you otherwise violate these Terms, we have the right to immediately suspend or terminate your Subscription and refuse any and all current or future use of the Services (or any portion thereof).

8.Confidentiality.

Either party (a “Disclosing Party”) may disclose or make available to the other party (a “Receiving Party”) certain information regarding its technology, operations and business (“Confidential Information”). Receiving Party agrees to use best reasonable industry measures to protect the confidentiality and not disclose the Confidential Information to any third party or use any Confidential Information except as required to provide or use of the Services in the scope of the parties’ engagement hereunder. Confidential Information shall not include information that Receiving Party can show by written evidence (a) was already lawfully known to or independently developed by Receiving Party without access to or use of Confidential Information, (b) was received by Receiving Party from any third party without restrictions, (c) is publicly and generally available, free of confidentiality restrictions. Receiving Party shall not be prevented from disclosing Confidential Information pursuant to a binding court order or similar binding legal requirement for disclosure, provided that, unless otherwise prohibited by applicable law, Receiving Party provides Disclosing Party with prompt notice of such requirement and cooperate in order to minimize such requirement. Receiving Party shall restrict disclosure of Confidential Information to those of its employees with a reasonable need to know such information and which are bound by written confidentiality obligations no less restrictive than those set out herein. Receiving Party shall in any event remain liable for any actions or omissions performed by its employees and service providers, as if performed by Receiving Party. Within 90 days from the termination or expiration of these Terms for any reason or upon User’s written request, Company shall return or permanently destroy all Customer Data related to User in its possession. Notwithstanding the foregoing, and unless otherwise instructed by the Customer in writing, the Company will retain the Customer's and Customer’s Users contact details (“Contact Details”) following any termination of the provision of the Services. For the avoidance of doubt, the Company shall not use such Contact Details for any purposes other than its internal purposes including without limitation record-keeping purposes.

9. Availability.

The Service’s availability and functionality depend on various factors, such as communication networks, software, hardware, and third-party service providers and contractors.** While we make our best commercial efforts to make the Services available to you on an ongoing basis, you hereby acknowledge and agree that the Services provided hereunder could not be error-free, uninterrupted, secure, accurate, or complete, and you will not have any claims against us in respect of the foregoing.

10. Warranty; Disclaimers.

IT IS AGREED AND ACKNOWLEDGED THAT (I) THE SERVICES MAY INCLUDE OR RELY UPON A COMPLEX COMPUTER SOFTWARE THE PERFORMANCE OF WHICH WILL VARY, INTER-ALIA DEPENDING ON THE CUSTOMER’S SOFTWARE INTERACTIONS, NETWORK, CONFIGURATION OF THE SERVICES AND OTHER FACTORS WHICH ARE NOT CONTROLLED BY COMPANY AND THAT EXCEPT FOR THE EXPRESS WARRANTIES STATED ABOVE, THE SERVICES ARE NEITHER FAULT TOLERANT NOR FREE FROM ERRORS, CONFLICTS OR INTERRUPTIONS AND COMPANY DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS THAT THE SERVICES WILL OPERATE AND/OR CUSTOMER’S USE THEREOF WILL BE ERROR-FREE, THAT IT WILL BE COMPATIBLE WITH ALL OF CUSTOMER’S THIRD PARTY HARDWARE, SOFTWARE OR CONFIGURATIONS; AND (II) THE SERVICES INCLUDING WITHOUT LIMITATION ANY DOCUMENTATION, CONTENT, MATERIALS, DATA AND INFORMATION MADE AVAILABLE THERETHROUGH OR RELATED THERETO, ARE PROVIDED ON AN “AS IS” BASIS, AND COMPANY DISCLAIMS AND MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED OR STATUTORY INCLUDING ANY WARRANNTY AS TO THE USE, PERFORMANCE, ACCURACY, FITNESS FOR PURPOSE, OUTPUT OR RESULTS OF THE SERVICES.

11. Indemnification.

You shall indemnify, defend and hold harmless Company and its respective employees, directors, officers, subcontractors and agents (“Company Indemnitees”) against any and all third-party claims, damages, losses, costs or expense (including reasonable attorneys’ fees) arising out of: (i) Customer’s use of the Service other than as permitted under the terms of these Terms; (ii) a claim that the Customer Data as provided and/or as processed by Company for the provision of the Services hereunder violated any third party rights; and (iii) Customer’s breach of its representations, warranties or obligations under these Terms.

12. Limitation of Liability

12.1 IN NO EVENT SHALL COMPANY AND/OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY INDIRECT DAMAGES INCLUDING WITHOUT LIMITATION, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION FAILURE OF THE SERVICES TO PERFORM AS EXPECTED, LOSS OF GOODWILL, LOSS OF DATA OR LOSS OF PROFITS AND ANY OTHER ACT OR OMISSION OF COMPANY BY ANY OTHER CAUSE. WITHOUT DEROGATING FROM THE FOREGOING, AND TO THE EXTENT ARISING, THE COMPANY’S LIABILITY IN CONNECTION WITH THESE TERMS, SHALL IN NO EVENT EXCEED THE FEES PAID BY THE CUSTOMER TO THE COMPANY HEREUNDER DURING THE TWELVE 12 MONTHS PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE.

12.2 THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THIS SECTION 12 SHALL APPLY TO ALL CLAIMS FOR DAMAGES, WHETHER BASED IN AN ACTION OF CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT, OR OTHERWISE. EACH PARTY HEREBY ACKNOWLEDGES AND AGREES THAT THESE LIMITATIONS OF LIABILITY WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND EVEN IF EITHER OF THE PARTIES AND/OR ANY OF ITS AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES AND/OR DAMAGES.

13. Term and Termination.

13.1 these Terms shall enter into effect upon the Effective Date of the applicable Order and shall continue throughout the Subscription Period. Unless explicitly stated otherwise in the Order, upon the laps of the Subscription Period, these Terms shall be automatically renewed for an additional subsequent period(s) each of which will be equal to the Subscription Period (each “Renewal Term”), unless either Party notifies in writing the other Party of its intent not to renew prior to the end of the Subscription Period or the applicable Renewal Term. (the Subscription Period, and any Renewal Term – the “Term”)

13.2 Either party may terminate these Terms and any applicable Order if the other party materially breaches its obligations thereunder and such breach is not cured within fourteen (14) days of the receipt of the non-breaching Party’s written notice of such breach.

13.3 Upon termination or expiration of these Terms and/or of the applicable Order, Customer must immediately cease using the Services (and any part thereof) , and either party shall promptly return to the other party and (or, if the return of material is not feasible) purge its systems from any Confidential Information of the other party (including with respect to the Customer, any Customer Data held by Company) that it holds or has access to and certify of the same in writing.

13.4 Sections 2.4, 2.5, 3, 5, 6.2, 6.3, 8, 10, 11, 12, 13.3, 13.4, 14, and 15, as well as any other provision of these Terms which by its nature is to be performed or enforced following any termination of these Terms will survive termination.

14. Amendments to Terms.

Company may change these Terms from time to time, at its sole discretion and without any notice. We will notify you regarding substantial changes to these Terms on our Website homepage or on the Services or we will send you notifications regarding such changes to the e-mail address you made available to us. Such substantial changes will take effect seven (7) days after such notice was provided on our Website or sent via email. Otherwise, all other changes to these Terms are effective as of the stated “Last Revised” date and your continued use of the Services after the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes.

15. General

15.1 Entire Agreement. these Terms, including any Orders issued and executed hereunder constitute the entire agreement between the Parties hereto and supersedes all previous agreements or representations, written or oral, with respect to the subject matter hereof.

15.2 Relationship of the Parties. these Terms do not, and shall not be construed to create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto.

15.3 Publicity. Customer hereby agrees that Company shall be entitled to reasonably mention Customer as its customer and/or display the Customer’s name, trademarks, or logo on its website or other social media platforms.

15.4 Governing Law and Jurisdiction. Any claim and/or dispute arising out of or related to these Terms and/or the Services will be governed by and interpreted as follows: (i) where the invoicing entity is DragonflyDB Ltd. - in accordance with the laws of the State of Israel, without reference to its conflict-of-laws principles, and brought in, and either Party hereby consents to the exclusive jurisdiction and venue of the competent courts located in Tel Aviv, Israel ; (b) where the invoicing entity is DragonflyDB Inc. in accordance with the laws of the State of New York, without reference to its conflict-of-laws principles, and either Party hereby consents to the exclusive jurisdiction and venue of the competent courts located in New York, NY.

15.5 Assignment. Neither Party may assign, sublicense, or otherwise transfer any or all of your rights or obligations under these Terms, without the other Party's prior express written consent, except in connection with a merger, acquisition, or sale of all or substantially all of a Party’s assets or shares.

15.6 Severability. If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision.

15.7 No Waiver. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default.

15.8 Electronic Form. You hereby agree that a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

15.9 Contact Us. If You have any questions regarding the Terms of Service and/or Privacy Policy, you may contact us at info@dragonflydb.io.