Typesense Cloud Terms and Conditions

This Typesense Cloud Services Agreement ("Agreement") governs the use of Typesense Cloud provided by Typesense, Inc., a Delaware corporation, with offices at 14090 Southwest Freeway, Suite 300, Sugar Land, TX, 77478 ("Typesense").

This agreement becomes effective when you sign up for Typesense Cloud services ("Effective Date)".

1. Definitions

   1. "Affiliate" means, with respect to a party, any entity which directly or indirectly controls, is controlled by or is under common control with such party, where "control" means possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such entity through the ownership of 50% or more of the voting interests of such party (but only for as long as such entity meets these requirements).
   2. "Customer Data" means any data, content, works, and information provided or delivered by Customer, and/or any User, to Typesense or through Typesense Cloud or Typesense Software.
   3. "Documentation" means the user manuals provided or made available to Customer by Typesense for Typesense Cloud.
   4. "Indexed Data" means that portion of Customer Data that Customer indexes for searching through Typesense Cloud.
   5. "Typesense API" means Typesense's application programming interface for the Typesense Software.
   6. "Typesense Cloud" means the Typesense Software, as hosted by Typesense for Customer's benefit, the Typesense API, the hosting of the Typesense Software, and related services and functionality identified in an Order Form.
   7. "Typesense Software" means Typesense's "Typesense core" software, available at https://github.com/typesense under a separate and different license agreement.
   8. "Intellectual Property Rights" means all known or hereafter existing worldwide copyrights, trademarks, service marks, trade secrets, patents, patent applications, know-how, moral rights, contract rights, and other proprietary rights.
   9. "Order Form" means a Typesense order form or similarly titled document or the New Cluster configuration page that identifies services purchased by Customer, fees to be paid by Customer, and other terms and conditions.
   10. "Users" means Customer's employees, contractors, and other individuals who are authorized by Customer to use Typesense Cloud on behalf of Customer and have been supplied user identifications and passwords by Typesense for this purpose.
   11. "Usage Data" means any content, data, or information that is collected or produced by Typesense or Typesense Cloud in connection with the use of Typesense Cloud that (a) does not identify Customer or its Users, and may include, but is not limited to, usage patterns and traffic logs associated with Typesense Cloud, and (b) excludes Customer Data.

2. Access Grant and Other Rights

   1. Access. Subject to the terms and conditions of this Agreement and any limitations or restrictions on the Order Form, Typesense grants to Customer during the Term (as defined below) a non-exclusive, non-transferable right to access and use Typesense Cloud, solely for Customer's business purposes of searching Indexed Data, and only in accordance with the Documentation and other restrictions or limitations set forth in an associated Order Form. Nothing in this Agreement limits or restricts Customer's rights to use Typesense Software licensed to you under any separate license agreement between Customer and Typesense.
   2. API License. Subject to the terms and conditions of this Agreement, Typesense grants to Customer during the Term a non-exclusive, non-transferable right to use the Typesense API in accordance with the Documentation in order to access and use Typesense Cloud.
   3. Restrictions On Use. Under this Agreement, Customer will not, and will not permit their employees and third party contractors to (a) reproduce, modify, adapt, alter, translate, or create derivative works from the Typesense Software or Typesense Cloud; (b) sublicense, lease, rent, loan, sell, distribute, make available, or otherwise transfer Typesense Cloud to any third party, (c) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code for Typesense Cloud; or (d) otherwise use or copy the Typesense Software or Typesense Cloud except as expressly allowed under Section 2.1.

   4. Data

      1. Customer Data. Customer hereby grants to Typesense a non-exclusive right and license to use the Customer Data for the purposes of providing Typesense Cloud to Customer, exercising Typesense's rights hereunder, and performing Typesense's obligations hereunder. Subject to the rights granted in this Agreement, Customer retains all right, title and interest in and to the Customer Data, and Typesense acknowledges that it neither owns nor acquires any additional rights in and to the Customer Data not expressly granted by this Agreement. Customer represents and warrants that it has the right to use the Customer Data and provide the Customer Data to Typesense and its applicable contractors.
      2. Usage Data. Typesense retains ownership of all right, title, and interest in and to Usage Data. Typesense may use Usage Data in connection with Typesense's rights and obligations under this Agreement and to operate, improve, analyze, and support Typesense Cloud, for benchmarking and reporting, and for any other lawful business purposes.
      3. Indexed Data. Indexed Data is accessed and processed by Typesense Cloud. However, Indexed Data will only be accessed by Typesense's personnel to provide support to Customer in response to Customer's request for support, or as otherwise requested by Customer.
   5. Access Credentials. Each User will access the Typesense Software in accordance with the Documentation, which access may be made available via third-party credentials (such as Github, Gitlab, or Bitbucket). Customer shall be responsible for ensuring the security and confidentiality of its login credentials. Customer will use commercially reasonable efforts to prevent unauthorized access to, or use of, Typesense Cloud, and notify Typesense promptly of any such unauthorized use. Customer will be liable for the acts and omissions of all Users to the extent any of such acts or omissions, if performed by Customer, would constitute a breach of, or otherwise give rise to liability to Customer under, this Agreement.

3. Support Services.

   Subject to the terms and conditions of this Agreement, Typesense will provide Customer with those support and maintenance services for Typesense Cloud based on the plan Customer chooses at https://cloud.typesense.org/support-plans ("Support Services").

   For critical production support, you can email support@typesense.org which is included in the base Typesense Cloud cost. If you've purchased paid prioritized support with guaranteed response SLAs: (1) If you've purchased Slack support, for critical production issues, please ping @channel in your dedicated Slack Connect channel. (2) For all others customers, please email contact@typesense.org or post on Slack.

   You can view and subscribe to latest system status information on our dedicated status page: https://cloud-status.typesense.org/

4. Proprietary Rights.

   Typesense Cloud, Usage Data, Aggregated Data, and Typesense Software, and all worldwide Intellectual Property Rights therein, are the exclusive property of Typesense and its third-party licensors. All rights in and to Typesense Cloud and Typesense Software not expressly granted to Customer in this Agreement are reserved by Typesense and its suppliers. Customer will not remove, alter, or obscure any proprietary notices (including copyright notices) of Typesense or its suppliers on the Typesense Software or Documentation.

5. Fees and Payment.

   1. Fees. Customer's fees are based on Customer's and its Users actual usage of Typesense Cloud. Customer may estimate fees based on the pricing model found here: https://cloud.typesense.org/pricing/ and https://cloud.typesense.org/support-plans. Customer will pay Typesense the fees based on Customer's actual usage of Typesense Cloud ("Fees"). All Fees are non-refundable, except as otherwise set out in this Agreement. The Fees are subject to revision by Typesense from time to time. Typesense is responsible for determining Customer's usage of Typesense Cloud.
   2. Credits. Customer may purchase credits through its administrative portal to use to pay Fees ("Credits") at the stated exchange rate (currently $1 = 1 Credit). Details about Credits are found in Customer's Typesense Cloud account. Credits are non-transferable and may be only used to pay Fees. Typesense shall store Customer's Credits in Customer's account. Credits expire 15 months after the date of purchase.

   3. Payment.

      1. Annual. Customer may choose to pay Typesense annually in advance an estimate of the Fees Customer is expected to incur during the following 12 months ("Advance Payment"). Customer shall indicate its intention to pay the Advance Payment in the Order Form, and Typesense shall invoice Customer for the Advance Payment. Customer shall deliver the Advance Payment to Typesense within thirty days of its receipt of the invoice. The Advance Payment is non-refundable and shall be converted to Credits in Customer's account. If the Advance Payment is insufficient to cover the actual Fees, then Typesense shall charge Customer's credit card weekly in accordance with section 5.3(b) (Weekly).
      2. Weekly. If Customer does not choose the Advance Payment option, then Typesense shall charge Customer, and Customer shall pay, the Fees on a weekly basis for Fees incurred the prior week. Typesense shall generally charge Customer the Fees on the day of the week that Customer first created a cluster in Typesense Cloud. Typesense shall first deduct Credits from Customer's account to cover the Fees, and if Customer does not have enough Credits, then Typesense shall charge Customer's credit card on file. Customer shall maintain complete and accurate information for a valid credit card on file with Typesense at all times. Fees exclude all applicable sales, use, and other taxes (excluding any taxes arising from Typesense's income or any employment taxes) ("Taxes"). Typesense may suspend access to and use of Typesense Cloud if Customer is more than ten days late paying any Fees.
      3. Support Services. Payment for paid prioritized support services is charged every 28 days on a recurring basis, until the plan is canceled by Customer.

6. Warranty; Disclaimer.

   1. Typesense Warranty. Typesense warrants that (a) it will perform the Support Services in a professional and competent manner in accordance with industry standards, and (b) Typesense Cloud will conform with the descriptions of Typesense Cloud in the Documentation in all material respects. As Customer's sole and exclusive remedy and Typesense's sole obligation for a breach of the warranty in (a) above, and only if Customer notifies Typesense of a breach of the warranty in sub-section (a) above, specifying the breach in reasonable detail, within 30 days after Typesense performs the non-conforming Support Services, then Typesense will, at its own option and expense re-perform the Support Services which gave rise to the breach. As Customer's sole and exclusive remedy and Typesense's sole obligation for a breach of the warranty in (b) above, and only if Customer notifies Typesense of a breach of the warranty in sub-section (b) above, specifying the nonconformance in reasonable detail, within 30 days after Customer experiences such Error, Typesense will, at its own option and expense: (i) correct or provide a work around for any nonconformance; or (ii) at Typesense's option, refund the Fees paid by Customer for Typesense Cloud for the period during which Customer was not able to use Typesense Cloud.
   2. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 6.1, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND AND EACH PARTY SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. TYPESENSE DOES NOT WARRANT THAT CUSTOMER'S USE OF THE TYPESENSE SOFTWARE OR TYPESENSE CLOUD WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE FROM UNAUTHORIZED ACCESS.

7. Indemnity.

   1. Typesense. Typesense will defend any claim, suit, or action against Customer brought by a third party to the extent based on an allegation that the Typesense Software infringes any Intellectual Property Rights of such third party (each, a "Customer Claim"), and Typesense shall indemnify and hold Customer harmless, from and against damages, losses, liabilities, and expenses (including reasonable attorneys' fees and other legal expenses) (collectively, "Losses") that are specifically attributable to such Customer Claim or those costs and damages agreed to in a settlement of such Customer Claim. The foregoing obligations are conditioned on Customer: (a) promptly notifying Typesense in writing of such Customer Claim; (b) giving Typesense sole control of the defense thereof and any related settlement negotiations; and (c) cooperating and, at Typesense's request and expense, assisting in such defense. In the event that the use of the Typesense Software and/or Service is enjoined, Typesense shall, at its option and at its own expense either (a) procure for Customer the right to continue using Typesense Cloud and/or Typesense Software, as applicable, (b) replace the Typesense Software with a non-infringing but functionally equivalent product, (c) modify the Typesense Software so it becomes non-infringing or (d) terminate this Agreement and refund the amounts Customer paid for Typesense Cloud that relate to the period during which Customer was not able to use Typesense Cloud. Notwithstanding the foregoing, Typesense will have no obligation under this Section 7.1 with respect to any infringement claim based upon: (1) any use of the Typesense Software and/or Typesense Cloud not in accordance with this Agreement; (2) any use of the Typesense Software and/or Typesense Cloud in combination with products, equipment, software, or data that Typesense did not supply or approve of if such infringement would have been avoided without the combination with such other products, equipment, software or data; or (3) any modification of the Typesense Software and/or Typesense Cloud by any person other than Typesense or its authorized agents or contractors. This Section 7.1 states Typesense's entire liability and Customer's sole and exclusive remedy for infringement claims or actions.
   2. Customer. Customer shall defend, any claim, suit, or action against Typesense brought by a third party to the extent that such claim, suit or action is based upon Customer's or Typesense's use of any Customer Data in accordance with this Agreement ("Typesense Claim") and Customer shall indemnify and hold Typesense harmless, from and against Losses that are specifically attributable to such Typesense Claim or those costs and damages agreed to in a settlement of such Typesense Claim. The foregoing obligations are conditioned on Typesense: (a) promptly notifying Customer in writing of such Typesense Claim; (b) giving Customer sole control of the defense thereof and any related settlement negotiations; and (c) cooperating and, at Customer's request and expense, assisting in such defense. Notwithstanding the foregoing, Customer will have no obligation under this Section 7.2 or otherwise with respect to any Typesense Claim to the extent based upon Typesense's use of the Customer Data in violation of this Agreement.

8. Limitation of Liability.

   IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, OR FOR ANY LOST DATA, LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING FROM OR RELATING TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF FEES PAID OR OWED BY CUSTOMER TO TYPESENSE UNDER THIS AGREEMENT DURING THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LABILITY. THE LIMITATION OF LIABILITIES SET FORTH IN THIS SECTION 8 DO NOT APPLY TO A PARTY'S OBLIGATIONS UNDER SECTION 7, A PARTY'S PAYMENT OBLIGATIONS, OR TO LIABILITY ARISING FROM CUSTOMER'S BREACH OF SECTION 2.1 OR 2.2.

9. Confidentiality.

   1. Confidential Information. Each party (the "Disclosing Party") may from time to time disclose to the other party (the "Receiving Party") certain information regarding the business of the Disclosing Party and its suppliers, including technical, marketing, financial, employee, customer, planning, and other confidential or proprietary information ("Confidential Information"). Any information that the Receiving Party knew or should have known, under the circumstances, was considered confidential or proprietary by the Disclosing Party will be considered Confidential Information of the Disclosing Party. The Typesense Software, including without limitation any routines, subroutines, directories, tools, programs, or any other technology included therein, shall be considered Typesense's Confidential Information. Customer's Confidential Information includes the Customer Data.
   2. Protection of Confidential Information. The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose other than to perform obligations or exercise rights under this Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees, agents, contractors or Subcontractors (defined below) of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party's duty hereunder. The Receiving Party will protect the Disclosing Party's Confidential Information from unauthorized use, access, and disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.
   3. Exceptions. The Receiving Party's obligations under Section 9.2 with respect to any Confidential Information of the Disclosing Party will terminate if such information: (a) was already known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) was independently developed by the Receiving Party without access to, or use of, the Disclosing Party's Confidential Information. In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is (i) approved in writing by the Disclosing Party; (ii) necessary for the Receiving Party to enforce its rights under this Agreement in connection with a legal proceeding; or (iii) required by law or by the order of a court of similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party's request and expense, in any lawful action to contest or limit the scope of such required disclosure or obtain a protective order.
   4. Return of Confidential Information. The Receiving Party will return to the Disclosing Party or destroy all Confidential Information of the Disclosing Party in the Receiving Party's possession or control promptly upon the termination or expiration of this Agreement or the written request of the Disclosing Party; provided that the Receiving Party may keep one copy for its legal and archival purposes.

10. Term and Termination

    1. Term. The term of this Agreement will begin on the Effective Date and will continue for a period identified in an associated Order Form or 30 days after all running clusters in the Typesense Cloud account have been terminated.
    2. Termination. Either party may terminate this Agreement if the other party breaches any material provision of this Agreement, provided, that, where curable, the breaching party does not cure such breach within 30 days after receiving notice thereof.
    3. Effects of Termination. Upon termination or expiration of this Agreement, any amounts owed to Typesense under this Agreement before such termination or expiration will be immediately due and payable, all access rights to Typesense Cloud granted in this Agreement will immediately cease to exist, and Customer must promptly discontinue all use of the Typesense Software and Typesense Cloud. Sections 1, 4, 7, 8, 9, 10.3, and 11, together with any accrued payment obligations, will survive expiration or termination of this Agreement for any reason.

11. General

    1. Compliance with Laws. Each party shall comply with all applicable laws and regulations concerning the provision and use (as applicable) Typesense Cloud.
    2. Assignment. Neither party may assign or transfer, by operation of law or otherwise, any of its rights under the Agreement to any third party without the other party's prior written consent, which consent will not be unreasonably withheld or delayed; except that each party may assign this Agreement, without consent, to an Affiliate or any successor to all or substantially all its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise. Any attempted assignment or transfer in violation of the foregoing will be null and void.
    3. Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder for any cause which is beyond the reasonable control of such party.
    4. Notices. All notices, consents, and approvals under this Agreement must be delivered in writing by courier or by certified or registered mail, (postage prepaid and return receipt requested) to the other party at the address set forth on the first page of this Agreement, and will be effective upon receipt or when delivery is refused. Either party may change its address by giving notice of the new address to the other party.
    5. Governing Law; Venue. The parties expressly exclude the application of the United Nations Convention on the International Sale of Goods. Customer expressly agrees that any claim, controversy, dispute and/or litigation arising from or related in any way to this Agreement will be governed by the laws of the State of Delaware, exclusive of any choice of law rules, and will be resolved exclusively by the federal and state courts in the State of Texas. Customer waives any objections against and expressly agrees to submit to the personal jurisdiction of the Municipal and/or Superior Courts of the State of Texas.
    6. Subcontractors. Typesense may utilize subcontractors and subprocessors ("Subcontractors") in the performance of its obligations, provided that Typesense shall remain liable and responsible for the Subcontractors' acts and omissions to the extent any of such acts or omissions, if performed by Typesense, would constitute a breach of, or otherwise give rise to liability to Typesense under, this Agreement when they are performing for or on behalf of Typesense.
    7. Remedies. Except as provided in this Agreement, the parties' rights and remedies under this Agreement are cumulative. Customer acknowledges that the Typesense Software contains valuable trade secrets and proprietary information of Typesense, that any actual or threatened breach of Section 2 or Section 9 may constitute immediate, irreparable harm to the non-breaching party for which monetary damages would be an inadequate remedy, and that Typesense is entitled to seek injunctive relief in the event of any such actual or threatened breach. If any legal action is brought by either party to enforce this Agreement, the prevailing party will be entitled to receive its attorneys' fees, court costs, and other collection expenses, in addition to any other relief it may receive.
    8. Waivers; Severability. All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
    9. Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral. This Agreement may be amended only by a written document signed by both parties.