THIS ADDENDUM (“ADDENDUM”) IS MADE TO THE HASURA GRAPHQL ENGINE OPEN SOURCE LICENSE AGREEMENT (THE “UNDERLYING AGREEMENT”) BETWEEN HASURA, INC. (“HASURA”, THE “COMPANY”, OR “WE”) AND YOU (“LICENSEE). PLEASE READ IT CAREFULLY. IF YOU REGISTER FOR THE ADD-ON SERVICES OR USE ANY OF THE ADD-ON SERVICES, YOU AGREE TO COMPLY WITH AND BE BOUND BY THE TERMS AND CONDITIONS SET FORTH HEREIN. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS SET FORTH IN THIS ADDENDUM, DO NOT REGISTER FOR THE ADD-ON SERVICES OR USE ANY OF THE ADD-ON SERVICES. IF YOU ARE SIGNING ON BEHALF OF A COMPANY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND YOUR COMPANY TO THIS ADDENDUM. BY REGISTERING FOR THE ADD-ON SERVICES, YOU AGREE TO COMPLY WITH AND BE BOUND BY THE TERMS AND CONDITIONS OF THIS ADDENDUM.
THIS Addendum (the “Addendum”) is made to the Hasura GraphQL Engine Open Source License Agreement between the Parties (the “Underlying Agreement”) between Hasura, Inc. a Delaware, corporation (“Hasura”) and You (“Licensee”). Hasura and Licensee are hereinafter sometimes referred to collectively as the “Parties” and individually as a “Party”.
WHEREAS, Licensee has licensed the Hasura GraphQL Engine from Hasura under the Open Source Software license Apache 2.0.
WHEREAS, Hasura offers, inter alia, certain add-ons to its Hasura GraphQL Engine the “Add-On Services”), as described in Section 1.0 below.
WHEREAS, Hasura agrees to provide such Add-On Services to Licensee and Licensee desires to obtain such Add-On Services from Hasura under the terms and conditions set forth herein.
WHEREAS, Hasura is willing to provide the Services to Licensee under the terms and conditions set forth herein.
WHEREAS, the Parties intend to fully comply with all applicable law.
NOW THEREFORE, in consideration of the mutual promises, covenants, and conditions hereinafter set forth, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree to add Add-On Services to the Underlying Agreement as follows:
- All other terms of the Underlying Agreement, including the attachments thereto, will remain in full force and effect unless inconsistent with the terms of this Addendum.
- This Addendum will be effective from the date You click ‘I accept’ at the end of this Addendum (“Effective Date”).
- For cause: Hasura reserves the right to terminate for cause this Addendum and to terminate Licensee’s Account and access to Hasura Account, if Licensee breaches any of the terms and conditions under this Addendum. Licensee must also cease using all Add-On Services immediately upon such breach.
- For convenience: Either Party may terminate this Addendum, at any time, by sending an email to the other Party.
- Pro tier roll over: Licensee, at any point may roll over to the Pro Tier Add-On Services for a particular Hasura Project (instructions are available in Exhibit A). This automatically terminates Preview Add-On Services for that particular Hasura Project.
- Any term of this Addendum may be amended or waived only with the written consent of both of the Parties.
- To the extent there is an inconsistency between this Addendum and the Underlying Agreement, the terms and conditions of this Addendum will prevail.
- This Addendum supersedes any previous agreement, understanding, all oral negotiations and prior writings between the Parties with respect to the subject matter described herein.
- This Addendum will be governed by and interpreted in accordance with the laws of the state of California without giving effect to its conflicts of law rules. Each of the Parties to this Addendum consents to the exclusive jurisdiction and venue of the state and federal courts of Santa Clara County, California.
- Any controversy or claim arising out of or relating to this Addendum, or the breach thereof, will be settled by mandatory, binding arbitration before a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association in Santa Clara County, California, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Discovery will be limited to one set of interrogatories and one request for production of documents. In the event an arbitration is brought by any Party under this Addendum to enforce any of its terms, it is agreed that the prevailing Party will be entitled to reasonable attorneys' fees to be fixed by the arbitrator. Each Party waives any right that it may have with respect to a trial by a court or jury and submits irrevocably to the jurisdiction of any state court sitting in Santa Clara County, California or to the United States District Court sitting in Santa Clara County, California for purposes of enforcement of any discovery order, judgment or award in connection with such arbitration. Each Party irrevocably waives any right to a trial by jury that it might have under any applicable law, rule of regulation.
- The Parties are independent contractors and will have no right to assume or create any obligation or responsibility on behalf of the other Party. No Party will hold itself out as an agent, officer, director or employee of the other Parties. This Addendum will not be construed to create or imply any partnership, agency, joint venture or formal business entity of any kind between the Parties.
- If one or more provisions of this Addendum are held to be unenforceable under applicable law, the Parties agree to renegotiate such provision in good faith. In the event that the Parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision will be excluded from this Addendum , (ii) the balance of the Addendum will be interpreted as if such provision were so excluded and (iii) the balance of the Addendum will be enforceable in accordance with its terms.
- Each Party represents and warrants to the other Parties that: (i) it has full right, power and authority to enter into and fully perform its obligations and duties under this Addendum; and (ii) the execution, delivery and performance of this Addendum by that Party does not conflict with any other agreement to which it is a Party or by which it is bound.
- Neither Party may assign this Addendum to a third Party without the prior written consent of Company.
Initially capitalized words, not defined herein, will have the meanings ascribed to them in the Addendum to which this Exhibit A is attached. All Add-On Services will have a paid tier (the “Paid Tier,” sometimes referred to as the “Pro-Tier”) for production usage, and a preview version for demonstration or trial purposes only (the “Preview”). This agreement is only applicable to the Preview. These are a preview of Add-On Services (“Preview”) for the Apache licensed open source Hasura GraphQL Engine.
- Description of the Preview.
To use the Preview, the Licensee will be given instructions to access Preview, and will be required to create a Hasura Account (with email and password, or such other method as instructed by Hasura), and then create a Hasura Project.
- Moving to Paid Tier Add-On Services
The Paid Tier allows you to use the Add-On Services in Production. To move to the Paid Tier Add-On Services for any of Licensee’s Hasura Projects, Licensee may email Hasura at [email protected]
Once Licensee has moved to the Paid Tier Add-On Services for a particular Hasura Project or Projects, Preview Add-On Services are automatically terminated for that Hasura Project. Licensee may still continue to use Preview Add-On Services on other Hasura Projects on Licensee’s Account.
Hasura has made available to Licensee a webpage https://hasura.io
that describes the Add-On Services available.
THIS ADDENDUM IS MADE TO THE HASURA GRAPHQL ENGINE OPEN SOURCE LICENSE AGREEMENT BETWEEN HASURA AND YOU. IF YOU REGISTER FOR THE ADD-ON SERVICES OR USE ANY OF THE ADD-ON SERVICES, YOU AGREE TO COMPLY WITH AND BE BOUND BY THE TERMS AND CONDITIONS SET FORTH HEREIN. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS SET FORTH IN THIS ADDENDUM, DO NOT REGISTER FOR THE ADD-ON SERVICES OR USE ANY OF THE ADD-ON SERVICES. IF YOU ARE SIGNING ON BEHALF OF A COMPANY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND YOUR COMPANY TO THIS ADDENDUM. BY REGISTERING FOR THE ADD-ON SERVICES, YOU AGREE TO COMPLY WITH AND BE BOUND BY THE TERMS AND CONDITIONS OF THIS ADDENDUM.