Hasura, Inc.: ADDENDUM TO HASURA GRAPHQL ENGINE LICENSE agreement


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:
  1. Add-On Services.

    1. Add-On Services. The details and description of the Add-On Services are described in Exhibit A attached hereto.
    2. Data Collection. As part of its Add-On Services, Hasura needs to collect and maintain a record of the usage of the Hasura GraphQL Engine and the Add-On Services by Licensee and/or Licensee’s End Users (“Usage Data”). To this end, Hasura shall record the number, type, frequency or other information regarding type and manner of Licensee’s and its End Users use of the Hasura GraphQL Engine and Add-On Services. Licensee consents on its behalf and on behalf of its End Users Hasura’s collection, use and analysis of this Usage Data. Licensee agrees to obtain and represents and warrants that it has the necessary consents from End Users in order for Hasura to collect, store, use and analyse this Usage Data. Licensee agrees that it will include an End User consent provision in its agreements with its End Users. Licensee agrees that Hasura retains all legal rights, title and interest in this Usage Data and the related database as well as in any record, report or analysis generated by Hasura from such Usage Data. Licensee further agrees that Hasura may use Usage Data relating to use of the Hasura Services by all of the End Users for improving the efficiency, quality, and improvements of the Hasura Services or for any other lawful purpose that it deems fit. The types of Usage Data and other information collected by Hasura is listed in the Hasura Privacy Policy. For the purposes of this Agreement, “End Users” will mean the persons and/or entities to whom Licensee provides a specific service, functionality or deliverable based on its use of the Hasura GraphQL Engine and Add-On Services.
  2. Other Terms and Conditions.

    1. Subject to the terms of this Addendum, Hasura grants Licensee a revocable, non-exclusive, non-transferable, non-sublicensable access to the Add-On Services for the Term of this Addendum.
    2. Open source software components are used by and in connection with the Add-On Services. To the limited extent that the licenses governing any such open source components expressly supersedes the terms herein, such open source licenses govern Licensee’s agreement with Hasura for the use of such components. Please contact us at [email protected] for a list of such Open Source Software Components.
    3. Licensee acknowledges and agrees that Hasura (or its licensors as the case may be) owns all legal right, title and interest in the Add-On Services including but not limited to any ideas, concepts, inventions, systems, platforms, interfaces, tools, utilities, user interface, algorithms, logic, formulae, scripts, work flows, processes, software, methodologies, databases know-how, trade secrets and other technology and information including any and all intellectual property rights that exist therein, whether registered or not, and wherever in the world they may exist.
    4. This Addendum is a non-exclusive arrangement. There is no prohibition or restriction on Hasura to provide the same or substantially similar rights as set out in this Addendum to any other person.
    5. Disclaimers.
      1. LICENSEE EXPRESSLY UNDERSTANDS AND AGREES THAT LICENSEES’ USE OF THE ADD-ON SERVICES IS AT LICENSEE’S SOLE RISK AND THAT THE ADD-ON SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY WARRANTY FOR MERCHANTABILITY OR FITNESS FOR PURPOSE. HASURA DOES NOT WARRANT THAT THE ADD-ON SERVICES WILL MEET LICENSEE’S REQUIREMENTS OR THAT ITS OPERATION WILL BE SECURE, ERROR FREE OR UNINTERRUPTED.
      2. LICENSEE HAS CHOSEN TO USE THE ADD-ON SERVICES ON LICENSEE’S OWN VOLITION AND HASURA BEARS NO RESPONSIBILITY AS TO THE QUALITY AND PERFORMANCE OF THE ADD-ON SERVICES. HASURA WILL NOT UNDER ANY CIRCUMSTANCE BE RESPONSIBLE FOR LOSS OF ANY DATA WHETHER FROM LICENSEE’S COMPUTER OR THE HOSTING SERVER, DUE TO USE OF THE ADD-ON SERVICES.
      3. HASURA HAS NO CONTROL OVER THE CONTENT UPLOADED OR GENERATED BY LICENSEE IN LICENSEE’S USE OF THE ADD-ON SERVICES. HASURA UNDERTAKES NO RESPONSIBILITY FOR ANY LOSS THAT LICENSEE OR ANY OTHER PERSON MAY SUFFER DUE TO ANY CONTENT UPLOADED OR GENERATED BY LICENSEE’S USE OF THE ADD-ON SERVICES. HASURA HAS NO CONTROL OVER THE USE THAT ANY THIRD-PARTY MAY PUT TO ANY CONTENT THAT IS SHARED BY LICENSEE ON THE ADD-ON SERVICES.
    6. Indemnity
      1. To the maximum extent permitted by law, Licensee agrees to defend, indemnify and hold harmless Hasura and its directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) arising out of or accruing from (i) Licensee’s use of the Add-On Services in violation of this Addendum or any applicable laws or regulations, and (ii) any third-party claims arising out of or relating to Licensee’s Use of the Add-On Services .
      2. LICENSEE EXPRESSLY UNDERSTANDS AND AGREES THAT HASURA, ITS REPRESENTATIVES, AND LICENSORS SHALL NOT BE LIABLE TO LICENSEE UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY LICENSEE BY USE OF THE ADD-ON SERVICES, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT HASURA OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
    7. Limitation of Liability. To the maximum extent permitted by law, Hasura shall not be liable for any indirect, incidental, special, consequential, special or exemplary damages, or damages for loss of profits, including fees not received as a result of malfunction of the Add-On Services, whether directly or indirectly, or any loss of data, use, good-will, or other intangible losses based on contract, tort, strict liability or otherwise. In no event shall Hasura’s total liability for all claims related to the services or this Addendum exceed the greater of one hundred US Dollars (USD 100.00) or any amounts paid to Hasura by you in the six (6) months prior to the event giving rise to the claim.
  3. 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.
  4. This Addendum will be effective from the date You click ‘I accept’ at the end of this Addendum (“Effective Date”).
  5. Termination.
    1. 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.
    2. For convenience: Either Party may terminate this Addendum, at any time, by sending an email to the other Party.
    3. 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.
  6. Any term of this Addendum may be amended or waived only with the written consent of both of the Parties.
  7. To the extent there is an inconsistency between this Addendum and the Underlying Agreement, the terms and conditions of this Addendum will prevail.
  8. This Addendum supersedes any previous agreement, understanding, all oral negotiations and prior writings between the Parties with respect to the subject matter described herein.
  9. 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.
  10. 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.
  11. 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.
  12. 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.
  13. 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.
  14. Neither Party may assign this Addendum to a third Party without the prior written consent of Company.
EXHIBIT A

DESCRIPTION OF THE ADD-ON SERVICES

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.
  1. 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.
  2. 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.