Last updated: May 12, 2026
These license terms (this “Agreement”), as updated from time to time, become automatically binding on Customer when Customer executes an Order Form referencing this Agreement, accesses the Services, or otherwise indicates acceptance. They create a legal agreement between Customer and SkaleData, Inc., a company registered in Utah, United States at 1936 Carriage Ave, Riverton, UT 84065 (“SkaleData,” “we,” or “us”), for the Services that Customer accesses.
This Agreement supersedes any other agreement (including any click-through or electronic agreements) between SkaleData and Customer with respect to the Services. This Agreement governs each Order Form unless the Parties expressly agree otherwise in writing. The terms of this Agreement will prevail over any Order Form, except where an Order Form expressly states that it varies one or more terms of this Agreement, in which case the modification will apply only to that Order Form.
“Affiliate” means any entity that Customer, directly or indirectly, controls; an entity that controls Customer; or an entity that is under common control with Customer. For purposes of this definition, “control” means the direct or indirect power to direct or cause the direction of the management or policies of an entity, whether through ownership of voting securities, by contract, or otherwise.
“Authorized User” means an employee or contractor of Customer or a Customer Affiliate who is authorized by Customer to access and use the Services.
“Customer Cloud Environment” means Customer's own cloud infrastructure, including without limitation any Google Cloud Platform project, Amazon Web Services account, or Microsoft Azure subscription, within which the Services are deployed and operated.
“Customer Data” means all data, records, files, information, and content uploaded by or on behalf of Customer to, or processed by Customer's workloads within, the Customer Cloud Environment in connection with Customer's use of the Services.
“Documentation” means the published technical documentation made available by SkaleData describing the features, functions, and operation of the Services, as updated from time to time.
“Fees” means the fees payable by Customer to SkaleData for the Services, as set out in the Order Form and as varied in accordance with this Agreement.
“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright, trademarks, service marks, business names, domain names, rights in designs, database rights, and all other intellectual property rights, in each case whether registered or unregistered and including all applications for and rights to claim priority from such rights, and all similar or equivalent rights or forms of protection that subsist or will subsist now or in the future in any part of the world.
“Order Form” means an order form, statement of work, or similar document executed (or otherwise made effective) by Customer that describes the Services to be provided, the applicable Fees, the Subscription Term, and other commercial terms.
“Services” means the SkaleData platform and related services described in the applicable Order Form, including the Control Plane through which Customer provisions, configures, and manages data infrastructure within the Customer Cloud Environment, together with the Documentation.
“Subscription Term” means the term during which Customer is granted the right to access and use the Services, as specified in the applicable Order Form.
“Support” means the maintenance and support services to be provided by SkaleData to Customer at the level specified in the Order Form.
“Usage Data” means usage and operations data in connection with Customer's use of the Services, including system performance metrics, error rates, feature usage, and similar operational metadata, in aggregated or de-identified form.
Subject to the terms and conditions of this Agreement and Customer's payment of all applicable Fees, SkaleData grants Customer and its Affiliates, for the Subscription Term, a non-exclusive, non-transferable, non-sublicensable right to access and use the Services for Customer's internal business purposes and for the purposes described in the Documentation. SkaleData will provide Customer with Support as set forth in the Order Form.
3.1 Customer Cloud Environment. The Services operate on a Bring Your Own Cloud (“BYOC”) architecture. SkaleData operates a centralized control plane through which Customer provisions, configures, and manages data infrastructure within the Customer Cloud Environment. Customer Data, including data processed by applications such as Apache Airflow, Airbyte, DataHub, and Apache Superset, resides within the Customer Cloud Environment under Customer's identity, networking, and encryption controls and does not enter SkaleData's infrastructure. Customer shall be responsible for obtaining, paying for, maintaining, and securing the Customer Cloud Environment and any equipment, facilities, and cloud services needed to connect to and use the Services. Such cloud-provider fees and charges are billed directly to Customer by the cloud provider and are separate from any Fees payable to SkaleData.
3.2 Customer Cloud Environment Security. Customer is solely responsible for the security, availability, configuration, and lawful operation of the Customer Cloud Environment, including without limitation identity and access management, networking, encryption keys, backups, and disaster recovery. Customer is solely responsible for any code, configurations, workflows (including without limitation Airflow DAGs, Airbyte connectors, and queries), and content that Customer or its Authorized Users deploy, process, store, or transmit within the Customer Cloud Environment in connection with the Services. Customer hereby authorizes SkaleData to access and operate within the Customer Cloud Environment — through service account impersonation, IAM role assumption, managed identity assignment, or other delegated-access mechanism enabled by Customer — solely to provide and manage the Services. Customer may revoke such authorization at any time, in which case SkaleData may be unable to provide all or any portion of the Services, and SkaleData's obligations under this Agreement shall be excused to the extent affected by such revocation.
3.3 Authorized Users. Customer is solely responsible for ensuring its Authorized Users comply with this Agreement, each Order Form, and the Documentation, including for configuring and using the Services correctly. Customer is responsible for the acts and omissions of each Authorized User, for maintaining the confidentiality of Authorized User credentials, and for promptly notifying SkaleData of any unauthorized use of, or access to, the Services.
3.4 Restrictions. Customer shall not, and shall not permit any Authorized User or third party to: (a) create accounts for, or access or use, the Services other than in accordance with the Documentation; (b) share account login information relating to an individual Authorized User; (c) copy (other than to the extent reasonably necessary for backup purposes), modify, translate, create derivative works from, or distribute any part of the Services; (d) decompile, reverse compile, disassemble, reverse engineer, or otherwise attempt to discover the source code, algorithms, or trade secrets of any part of the Services, except to the extent such activity is expressly permitted by applicable law; (e) access any part of the Services in order to build a competing product or service; (f) use the Services to provide services to third parties or allow third parties (other than Authorized Users) to access or use the Services; (g) license, lease, transfer, assign, disclose, or otherwise commercially exploit the Services; (h) modify any proprietary rights notices that appear in the Services; (i) circumvent or attempt to circumvent any rate limits, authentication, authorization, billing, or other access controls implemented by SkaleData; (j) use the Services to deploy, host, or distribute malicious code, malware, or content that violates applicable law; or (k) use the Services in any manner that harms the integrity, security, availability, or performance of SkaleData's infrastructure or that of other SkaleData customers. Customer shall also comply with SkaleData's Acceptable Use Policy, which is incorporated into this Agreement by reference.
3.5 Affiliates. Customer's Affiliates may use the Services for the same purposes permitted for Customer under this Agreement, provided that (a) only Customer may assert claims against SkaleData for any losses, damages, costs, expenses, or other liabilities arising from or relating to the Services or this Agreement; and (b) Customer shall procure that all Affiliates comply with the terms of this Agreement and shall remain liable for all acts and omissions of its Affiliates.
3.6 Open Source Components. The Services deploy, configure, and manage open source components, including but not limited to Apache Airflow, Airbyte, DataHub, and Apache Superset, which are licensed under their respective upstream open source licenses. Customer is responsible for compliance with the applicable upstream license terms when using such components. SkaleData makes no representations or warranties regarding such open source components beyond the operational warranties expressly set forth in Section 9.
4.1 Rights in Customer Data. As between the Parties, Customer retains all right, title, and interest (including all Intellectual Property Rights) in and to Customer Data and any modifications made thereto in the course of operation of the Services. Subject to the terms of this Agreement, Customer hereby grants SkaleData a non-exclusive, worldwide, royalty-free license during the Subscription Term to access and process Customer Data solely to the extent necessary to provide the Services to Customer. For clarity, in light of the BYOC architecture described in Section 3.1, this license primarily authorizes SkaleData's control plane to interact with Customer Data within the Customer Cloud Environment via Customer-authorized delegated access; it does not authorize SkaleData to copy Customer Data to SkaleData's infrastructure except as expressly permitted by the Documentation or instructed by Customer.
4.2 Customer Data Responsibility. Customer shall not transmit illegal, fraudulent, or infringing Customer Data or use the Services in a way that disrupts or compromises their security, integrity, or availability. Customer is solely responsible for (a) compliance with all laws applicable to Customer Data, including its collection and use; (b) its use of the Services with Customer Data, including ensuring such use does not threaten, incite, promote, or encourage violence, terrorism, or other serious harm; and (c) ensuring that no Customer Data contains any trojan horse, worm, virus, or other malicious code that does not serve a legitimate purpose and that is designed to disrupt, damage, disable, or enable unauthorized access to any system or data.
4.3 Security and Data Processing. Each Party shall comply with its obligations under the Data Processing Addendum (the “DPA”), as applicable, which is hereby incorporated by reference. SkaleData will use appropriate administrative, physical, and technical safeguards designed to prevent unauthorized access to, use of, or disclosure of Customer Data, as more fully described in the Security Addendum located at https://skaledata.com/security.
4.4 Usage Data. SkaleData may collect and use Usage Data to develop, improve, support, and operate its products and services. SkaleData may not share any Usage Data that includes Customer's Confidential Information with a third party except (a) in accordance with Section 6 (Confidentiality), or (b) to the extent the Usage Data is aggregated and anonymized such that Customer and Customer's Authorized Users cannot be identified.
SkaleData and its licensors own and retain all right, title, and interest in and to the Services and the Documentation, including all improvements, enhancements, or modifications thereto and any software, applications, inventions, or other technology used in connection with providing the Services and the Documentation. Customer may provide suggestions, enhancement requests, or other feedback regarding the Services (“Feedback”). If Customer or its Authorized Users choose to offer Feedback to SkaleData, Customer hereby grants SkaleData a perpetual, irrevocable, non-exclusive, worldwide, fully paid-up, sublicensable, assignable license to incorporate the Feedback into the Services or otherwise use Feedback to improve SkaleData's products and services, provided that such Feedback is used in a manner that is not attributable to Customer. Customer irrevocably waives in favor of SkaleData any moral rights or equivalent rights in such Feedback pursuant to applicable copyright law. SkaleData acknowledges that any Feedback is provided on an “as-is” basis with no warranties of any kind.
6.1 Confidential Information. “Confidential Information” means all non-public information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), whether disclosed orally, in writing, electronically, or in any other form, and whether or not marked or otherwise identified as “confidential,” relating to the Disclosing Party's business (including trade secrets, computer software, technical drawings, algorithms, know-how, formulas, processes, ideas, inventions whether patentable or not, and information about the Disclosing Party's technology). Confidential Information does not include information that the Receiving Party can prove (a) was generally available to the public through no improper action or inaction by the Receiving Party or its Affiliates or Representatives; (b) was known or possessed by the Receiving Party without restriction prior to receiving it from the Disclosing Party; (c) was rightfully disclosed to the Receiving Party by a third party without breach of any confidentiality obligation; or (d) was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
6.2 Protection. The Receiving Party shall (a) protect and keep confidential the Disclosing Party's Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, but in any case not less than reasonable care; (b) not disclose the Disclosing Party's Confidential Information to any third party without the Disclosing Party's prior written consent, except as permitted herein; and (c) use the Disclosing Party's Confidential Information only in furtherance of its rights and obligations under this Agreement.
6.3 Representatives. The Receiving Party may disclose Confidential Information to its Affiliates, officers, employees, independent contractors, agents, professional advisors, and third-party auditors (each, a “Representative”) as long as (a) the Representative has a need to know the Confidential Information; (b) the Representative has been informed of the confidential nature of the Confidential Information; (c) the Representative is bound by confidentiality obligations no less protective than those set forth in this Section 6; and (d) the Receiving Party remains responsible for the Representative's compliance with this Agreement.
6.4 Compelled Disclosure. The Receiving Party may disclose Confidential Information without the Disclosing Party's consent to the extent required by applicable law or by a valid order of a court or governmental authority, provided that the Receiving Party (a) gives the Disclosing Party prompt written notice of the requirement to the extent legally permitted; (b) uses reasonable efforts to limit disclosure and to obtain confidential treatment or a protective order; and (c) to the extent permitted and reasonably possible, allows the Disclosing Party a reasonable opportunity to object to or limit the disclosure.
7.1 Fees. Customer shall pay SkaleData the Fees set forth in each Order Form pursuant to the payment terms contained therein. Except as otherwise specified in an Order Form: (a) all Fees owed to SkaleData shall be paid in U.S. dollars; (b) Fees for all prepaid committed Services will be invoiced in full upon execution of the applicable Order Form; and (c) all Fees due in accordance with the Order Form for usage in excess of any applicable limits will be invoiced monthly in arrears. To the extent that Customer enters into an order with a third-party reseller or accepts an order via a third-party cloud-marketplace, Customer payment terms shall be as separately arranged with such third party, provided that if Customer fails to pay Fees to such third party when due, SkaleData may seek direct payment from Customer in addition to exercising its other rights for non-payment.
7.2 Non-Payment. Invoices not paid by the due date (unless disputed in good faith) are subject to a finance charge of one and one-half percent (1.5%) per month on any outstanding balance, or the maximum permitted by law (whichever is lower), provided that SkaleData has first notified Customer in writing that such invoice is overdue and Customer fails to make payment in full within fifteen (15) days following receipt of SkaleData's written notice.
7.3 Invoice Disputes. If Customer has a reasonable good-faith dispute with respect to an invoice, Customer shall notify SkaleData in writing at billing@skaledata.com within ten (10) days of the invoice date, providing reasonable detail of the basis for the dispute. Disputed amounts shall not be subject to late-payment interest or suspension during good-faith resolution efforts; undisputed amounts shall remain due and payable on the original due date.
7.4 Taxes. Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including any sales, use, GST, value-added, withholding, or similar taxes, whether domestic or foreign (collectively, “Taxes”), excluding only taxes based on SkaleData's net income, property, or employees. Customer is responsible for paying all Taxes associated with its purchase, receipt, access, and use of the Services. If SkaleData has the legal obligation to pay or collect Taxes for which Customer is responsible, SkaleData will invoice Customer and Customer will pay that amount, unless Customer provides SkaleData with a valid tax-exemption certificate authorized by the appropriate taxing authority.
8.1 Term. Customer shall have the right to access and use the Services until any active Subscription Term has expired or the relevant Order Form is terminated pursuant to this Agreement. Customer's initial Subscription Term shall be as stated in the Order Form (the “Initial Subscription Term”), and thereafter will automatically renew at the end of the then-current Subscription Term for successive periods equal in length to the Initial Subscription Term (each a “Renewal Subscription Term” and collectively with the Initial Subscription Term, the “Subscription Term”), unless Customer or SkaleData provides forty-five (45) days' prior written notice that it does not wish the Order Form to renew.
8.2 Termination of Agreement. This Agreement will automatically terminate and cease to have any effect if there are no Order Forms in effect and the Parties are not in discussions relating to any potential new Order Forms.
8.3 Termination by Either Party. Either Party may terminate this Agreement or any Order Form immediately upon written notice to the other Party if (a) the other Party is in material breach of this Agreement or any Order Form and such breach continues for a period of thirty (30) days after receipt of written notice from the non-breaching Party describing such breach in reasonable detail; or (b) the other Party becomes the subject of any bankruptcy proceeding or any other proceedings relating to insolvency, administration, liquidation, or assignment for the benefit of some or all of its creditors, or enters into an agreement for the composition, extension, or readjustment of substantially all of its obligations. Under no circumstances may either Party terminate this Agreement or any Order Form for convenience or for any reason other than as set forth in this Section 8.
8.4 Termination by SkaleData. SkaleData shall be entitled to immediately terminate this Agreement or any Order Form upon written notice to Customer where (a) SkaleData has suspended Customer's access to the Services as permitted under Section 8.5 and such access has not been reinstated within thirty (30) days from the date of suspension; or (b) SkaleData believes that it is no longer legal to continue to operate its business or to make available the Services for use in, or access from, the country where Customer is using or accessing the Services.
8.5 Suspension of Access. SkaleData may suspend Customer's access to the Services upon prior notice if Customer fails to pay undisputed Fees within ten (10) business days after receiving notice that Customer is delinquent in payment. SkaleData may immediately suspend Customer's access to the Services without prior notice if SkaleData reasonably suspects that (a) Customer has breached the use restrictions in Section 3.4, its obligations related to Customer Data, or applicable laws; or (b) Customer is using the Services in a manner that is or may cause material harm to the security of the Services, SkaleData, or any other third party. SkaleData will make reasonable efforts to notify Customer before any suspension and will work with Customer to promptly resolve the issue. SkaleData will restore Customer's access as soon as the reason for suspension is resolved.
8.6 Effects of Termination. Upon expiration or termination of this Agreement or any Order Form for any reason: (a) all licenses and access to the Services terminate immediately; (b) SkaleData's authorization to access the Customer Cloud Environment under Section 3.2 terminates, and Customer should revoke such access; (c) handling of any Personal Data shall be as described in the DPA; and (d) any rights, remedies, or liabilities accrued prior to termination, along with all sections intended to survive by their nature (including Sections 5, 6, 7, 8.6, 11, 12, and 13), shall survive and remain in full effect. If Customer terminates this Agreement or any Order Form pursuant to Section 8.3(a) due to SkaleData's uncured material breach, SkaleData shall refund any Fees that have been paid by Customer in advance which relate to the period from the effective date of termination to the end of the Subscription Term.
9.1 SkaleData Warranty. SkaleData warrants to Customer that during the Subscription Term (a) the Services will operate in all material respects in accordance with the Documentation; and (b) SkaleData will comply with all applicable laws in its provision of the Services to Customer. If the Services do not comply with this Section 9.1, SkaleData shall use commercially reasonable efforts to correct any reproducible non-conformity. If SkaleData is unable to do so within thirty (30) days of written notice from Customer, Customer may terminate the affected Order Form, and SkaleData shall refund any Fees that have been paid by Customer in advance which relate to the period from the date of termination to the end of the Subscription Term. Customer's rights in this Section shall be Customer's sole and exclusive remedy in relation to any breach of Section 9.1(a).
9.2 Exclusions from SkaleData Warranty. The warranty in Section 9.1(a) will not apply to the extent any non-conformance is caused by (a) Customer using the Services in a manner that does not comply with this Agreement, any relevant Order Form, or the Documentation, including any use of the Services with an application or in an environment other than as described in the Documentation; or (b) unauthorized modifications made to the Services by Customer or its representatives.
9.3 Disclaimer. OTHER THAN AS PROVIDED IN THIS SECTION 9, SKALEDATA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND SKALEDATA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SKALEDATA MAKES NO WARRANTIES WITH RESPECT TO OPEN SOURCE COMPONENTS BEYOND THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT.
10.1 SkaleData Indemnity. SkaleData will defend (at its own cost) Customer against, or at SkaleData's option settle, any third-party claim that alleges that the Services (or any portion thereof) infringe any copyright, patent, trademark, trade secret, or other Intellectual Property Right of that third party, and SkaleData shall indemnify Customer in respect of all costs and damages finally awarded against Customer by a court of competent jurisdiction because of any such claim. This indemnification obligation will not apply (a) to the extent the claim arises from modifications to the Services not made or authorized in writing by SkaleData, or from the combination, operation, or use of the Services with applications, code, products, or services not provided by SkaleData, to the extent the claim would not have arisen but for such modification or combination; (b) in the event of continued use of an infringing version of the Services after SkaleData has provided a non-infringing version; (c) to the extent breach of this Agreement by Customer caused the infringement claim; (d) to claims arising from open source components included in the Services, to the extent such claims are based on the upstream open source licensor's release rather than SkaleData's modifications; or (e) to Limited Use Solutions as defined in Section 14.
10.2 Mitigation. If SkaleData reasonably anticipates that the Services are or may be subject to a third-party claim, SkaleData may, at its discretion, (a) obtain a license to continue using and making available the Services; (b) modify the Services so as to make them non-infringing, provided there is no material reduction of functionality; or, if (a) and (b) are not commercially practicable, (c) terminate Customer's license to the Services and refund Customer any prepaid Fees that relate to the period following the date of termination.
10.3 Customer Indemnity. Customer agrees to defend, at its cost, SkaleData against any third-party claim arising from (a) Customer's breach of the warranties provided by it in this Agreement; (b) Customer's breach of Section 3.4 (Restrictions); (c) Customer's breach of Section 4.2 (Customer Data Responsibility); or (d) Customer Data or Customer's use of the Services with applications, code, products, or services not provided by SkaleData. Customer shall indemnify SkaleData in respect of all costs and damages finally awarded against SkaleData by a court of competent jurisdiction because of any such claim.
10.4 Procedure. A Party's obligations above shall only apply if the indemnified Party (a) provides prompt written notice to the indemnifying Party of the claim in respect of which it wishes to be indemnified (“Indemnification Claim”); (b) permits the indemnifying Party to have full conduct over the defense or settlement of the Indemnification Claim; (c) makes no admission of liability or fault in relation to the Indemnification Claim; and (d) provides all reasonably requested information and assistance to the indemnifying Party in relation to the Indemnification Claim at the indemnifying Party's expense for reasonable out-of-pocket costs.
10.5 Sole Remedy. The indemnification obligation in Section 10.1 will be SkaleData's sole liability, and Customer's sole remedy, relating to or arising from a third-party intellectual property claim.
11.1 Exclusion of Indirect Damages. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR BUSINESS OPPORTUNITY, EVEN IF SUCH PARTY IS AWARE OF THE POSSIBILITY OF THE CLAIM OR IS NEGLIGENT.
11.2 Aggregate Cap. EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE LESSER OF (A) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO SKALEDATA UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED THOUSAND U.S. DOLLARS ($100,000).
11.3 Super-Cap for Security and Data Protection Claims. NOTWITHSTANDING SECTION 11.2, SKALEDATA'S TOTAL LIABILITY FOR ANY CLAIM ARISING FROM SKALEDATA'S BREACH OF ITS OBLIGATIONS UNDER SECTION 4.3 (SECURITY AND DATA PROCESSING) OR UNDER THE DPA SHALL NOT EXCEED THE LESSER OF (A) TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO SKALEDATA UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) TWO HUNDRED THOUSAND U.S. DOLLARS ($200,000).
11.4 Exclusions. NOTHING IN THIS AGREEMENT WILL LIMIT OR EXCLUDE EITHER PARTY'S LIABILITY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE; (B) ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (C) ANY MATTER THAT BY LAW MAY NOT BE EXCLUDED OR LIMITED; OR (D) AMOUNTS AWARDED OR SETTLED PURSUANT TO EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10. NOTHING IN THIS AGREEMENT WILL LIMIT OR EXCLUDE CUSTOMER'S LIABILITY FOR BREACH OF SECTION 3.4 (RESTRICTIONS), SECTION 4.2 (CUSTOMER DATA RESPONSIBILITY), OR PAYMENT OF FEES.
11.5 Risk Allocation. The Parties acknowledge that the limitations of liability set forth in this Section 11 are an essential basis of the bargain between the Parties and reflect the allocation of risk between the Parties. The Parties further acknowledge that the Fees set forth in the Order Forms reflect, and would not be agreed to absent, the limitations of liability set forth in this Section 11.
11.6 Limitation Period. Except for claims arising from Customer's payment obligations or either Party's indemnification obligations, no claim arising out of or related to this Agreement may be brought by either Party more than one (1) year after the cause of action first arose.
Each Party shall comply with applicable laws in connection with its performance under this Agreement, including without limitation export controls, economic sanctions, and anti-bribery and anti-corruption laws (such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act). Customer represents and warrants that (a) Customer is not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. trade sanctions; (b) Customer is not on, and is not owned or controlled by any person on, any U.S. government list of restricted parties (including the U.S. Department of the Treasury's Office of Foreign Assets Control Specially Designated Nationals List); and (c) Customer will not use the Services in any manner that would violate U.S. export-control laws and regulations.
13.1 Assignment. Neither Party may assign this Agreement without the prior written approval of the other, which approval will not be unreasonably withheld or delayed, provided that either Party may assign any of its rights or obligations herein to any of its Affiliates or to any entity that acquires all or substantially all of its business or assets, subject to the assignee being in a position to discharge the obligations of the assignor. The terms of this Agreement and each Order Form will be binding on such Party's successors and assigns.
13.2 Severability. If any provision of this Agreement is found to be unenforceable, invalid, or illegal, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. If any invalid, unenforceable, or illegal provision would be valid, enforceable, or legal if part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the Parties.
13.3 Entire Agreement, Waiver, and Modifications. This Agreement, including all Order Forms, the DPA, the Acceptable Use Policy, and any other documents expressly incorporated by reference herein, is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement. Each Party acknowledges that, in entering into this Agreement and each Order Form, it has not relied on, and will have no right or remedy in respect of, any statement, representation, assurance, understanding, or warranty (whether in writing or not) of any person (whether party to this Agreement, an Order Form, or not) other than as expressly set out in this Agreement or an Order Form. All waivers of any provisions of this Agreement or any Order Form must be in writing and signed by the waiving Party to be binding. No waiver of any right or remedy will be implied by failure to enforce such right or remedy, and no express waiver will affect any rights or remedies other than that to which the waiver is applicable and only for that occurrence.
13.4 Third-Party Rights, Agency, Partnership, JV, Employment, and Authority. Unless expressly stated otherwise, neither this Agreement nor any Order Form gives rise to any rights for a third party to enforce any term hereof. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement or any Order Form, and neither Party or any of its Affiliates has any authority of any kind to bind the other Party or its Affiliates in any respect whatsoever.
13.5 Notices. All notices under this Agreement will be in writing and delivered by hand, by next-day recognized overnight delivery service, by certified or registered mail (return receipt requested), or by email. Notices for SkaleData will be sent to SkaleData, Inc., 1936 Carriage Ave, Riverton, UT 84065, with copy via email to legal@skaledata.com. Notices for Customer shall be sent to the billing address for Customer set out in the Order Form, or to such other address as Customer may designate in accordance with this Section. Notices will be deemed to have been duly given (a) when received, if delivered by hand; (b) the day after being sent, if sent for next-day delivery by recognized overnight delivery service; (c) three (3) business days after being sent for domestic and five (5) business days after being sent for international, if sent by certified or registered mail; and (d) when sent, if sent by email, provided the email is sent within normal business hours in the place of receipt and no error message is received. If an email is sent outside normal business hours in the place of receipt, it will be deemed delivered at the start of the next business day.
13.6 Exclusion of Terms. Neither the Uniform Commercial Code (UCC), the United Nations Convention on Contracts for the International Sale of Goods (CISG), nor the Uniform Computer Information Transactions Act (UCITA) will apply to this Agreement.
13.7 Governing Law, Jurisdiction, and Dispute Resolution. This Agreement and each Order Form, and any dispute arising hereunder, shall be governed by the laws of the State of Utah, without regard to its conflict of law provisions. Before initiating any formal dispute-resolution proceeding under this Agreement, the Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through informal negotiation for a period of at least thirty (30) days following written notice from one Party to the other describing the dispute. If the Parties are unable to resolve a dispute through informal negotiation within the thirty (30) day period, any dispute, controversy, or claim arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator. The seat and place of arbitration shall be Salt Lake County, Utah. The language of the arbitration shall be English. The arbitrator's award shall be final and binding upon the Parties and may be entered as a judgment in any court of competent jurisdiction. Each Party shall bear its own attorneys' fees and costs in connection with any arbitration; the Parties shall share equally the AAA filing fees and arbitrator fees, except that SkaleData shall pay any portion of such fees that the arbitrator determines is excessive or that would render this arbitration agreement unenforceable. Notwithstanding the foregoing, either Party may bring an action in the state and federal courts located in Salt Lake County, Utah, for (i) injunctive or other equitable relief to prevent or stop unauthorized use or disclosure of its Confidential Information or infringement of its Intellectual Property Rights, or (ii) collection of undisputed amounts owed under this Agreement. Each Party agrees that any dispute-resolution proceeding will be conducted only on an individual basis and not in a class, consolidated, or representative action.
13.8 Publicity. Except as expressly set forth in this Section, neither Party will use any trade name, trademark, service mark, logo, or commercial symbol, or any other proprietary rights of the other Party or any of its Affiliates, in any manner without prior written authorization of such use by the other Party. Neither Party will issue press releases or publicity relating to the other Party, this Agreement, or an Order Form, or reference the other Party or its Affiliates in any press release, brochure, advertisement, client list, or other promotional material, without the prior written permission of the other Party. Notwithstanding the foregoing, SkaleData may use Customer's name and logo as part of a list of SkaleData clients on SkaleData's website and in similar promotional materials, and Customer hereby grants SkaleData a limited, non-transferable, worldwide license to use Customer's name and logo for such purposes. Customer may opt out of such use by providing written notice to SkaleData at marketing@skaledata.com, in which case SkaleData shall cease such use within thirty (30) days.
13.9 Force Majeure. Neither Party will be liable to the other for any delay or failure to perform any obligation under this Agreement or an Order Form (except for a failure to pay Fees) if the delay or failure results from any cause beyond such Party's reasonable control, including but not limited to 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, public health emergencies (including pandemics and epidemics), acts or orders of government, acts of terrorism, or war.
13.10 Conflicts. The terms and conditions of this Agreement and each applicable Order Form are intended to complement each other. Any purchase orders or other online terms or documents issued or made available by Customer shall be deemed to be for Customer's convenience only and, notwithstanding acceptance of purchase orders or other documents by SkaleData, shall in no way change, override, or supplement this Agreement or any Order Form. In the event of conflict among the documents constituting this Agreement, the order of precedence shall be: (a) the DPA, with respect to the processing of Personal Data; (b) the applicable Order Form, with respect to commercial terms specific to that Order Form; (c) this Agreement; and (d) the Acceptable Use Policy and other incorporated policies.
13.11 Section Headings. Section headings are included for convenience only and shall not be considered part of, or used in interpreting, this Agreement.
13.12 Counterparts. This Agreement and each Order Form may be signed in counterparts, which together will constitute one and the same instrument. A signature delivered by electronic signature, .pdf, or other reliable form of electronic reproduction will be considered an original for purposes of this Agreement and each relevant Order Form.
14.1 Limited Use Solutions. From time to time, Customer may receive access to the Services as a no-fee, trial, alpha, beta, early-access, or design-partner offering (“Evaluation Services”), or as a limited pay-as-you-go solution (“Pay-Go,” together with Evaluation Services, “Limited Use Solutions”). Limited Use Solutions are subject to the terms of this Agreement except as modified by this Section 14.
14.2 Evaluation License. Unless otherwise agreed in writing, use of Evaluation Services is only for Customer's internal evaluation for a period agreed in writing by the Parties or, if no period is specified, for ninety (90) days from the date Customer is first granted access (the “Evaluation Term”). Customer agrees to provide feedback related to the Evaluation Services as reasonably requested by SkaleData. Customer grants SkaleData, without charge, the fully paid-up, perpetual right to use such feedback for development of its business, products, and services, so long as such use does not identify Customer as the source of the feedback. Upon conclusion of the Evaluation Term, Customer shall cease use of the Evaluation Services and immediately delete all data and projects generated by Customer using the Evaluation Services unless Customer is in active discussions with SkaleData regarding the purchase of a license to the Services. SkaleData shall be entitled to cancel Customer's access to the Evaluation Services or modify the Evaluation Services at any time.
14.3 No Warranties. No warranty, representation, or guarantee is given by SkaleData in relation to Limited Use Solutions, and SkaleData shall not be obliged to provide Support in relation to Limited Use Solutions. Limited Use Solutions are provided “as-is” and “as-available.”
14.4 Limited Use Liability Cap. EXCEPT FOR CUSTOMER'S BREACH OF SECTION 3.4 (RESTRICTIONS), SECTION 4.2 (CUSTOMER DATA RESPONSIBILITY), OR PAYMENT OF FEES (IF APPLICABLE), AND SUBJECT TO ANY LIABILITY THAT CANNOT BE EXCLUDED BY LAW, EACH PARTY'S AGGREGATE LIABILITY IN CONNECTION WITH SKALEDATA'S PROVISION AND CUSTOMER'S USE OF ANY LIMITED USE SOLUTIONS SHALL NOT EXCEED TWENTY-FIVE THOUSAND U.S. DOLLARS ($25,000).