SUPPORT AND CONSULTING SERVICES agreement
Last Updated on 24th Jun, 2019
THIS SUPPORT AND CONSULTING SERVICES AGREEMENT (“AGREEMENT”) IS A BINDING AGREEMENT BETWEEN HASURA, INC. (“HASURA”, THE “COMPANY”, OR “WE”) AND YOU ON BEHALF OF YOUR COMPANY. PLEASE READ IT CAREFULLY. IF YOU REGISTER FOR THE SERVICES OR USE OUR PLATFORM OR 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 AGREEMENT, DO NOT REGISTER FOR THE SERVICES OR USE OUR PLATFORM OR SERVICES. YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND YOUR COMPANY TO THIS AGREEMENT.
THIS Support and Consulting Services Agreement (the “Agreement”) is made between Hasura, Inc., a Delaware corporation, with its principal place of business at 3260 Hillview Avenue, Palo Alto, CA – 94304 (“Hasura”) and you (“You”). Hasura and You are hereinafter sometimes referred to collectively as the “Parties” and individually as a “Party”. You represent and warrant that you have the authority bind You to this Agreement.
WHEREAS, You have licensed the Hasura GraphQL Engine under the Open Source Software license Apache 2.0.
WHEREAS, Hasura provides, inter alia, licenses to its Hasura GraphQL Engine and related support Services (“Support Services”) and consulting Services (“Consulting Services” and, with Support Services, collectively the “Services”).
WHEREAS, You desire to engage Hasura to provide the Services under the terms and conditions set forth herein.
WHEREAS, Hasura is willing to provide the Services to You 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 as follows:
- Services and Fees
- Services. Subject to pre-payment of the applicable support fees set forth as per the Support Plan chosen by You (the “Support Fees”) and consulting fees (the “Consulting Fees” and, with the Support Fees, collectively the “Fees”) You will be charged additionally for any additional Consulting Hours you have purchased, Hasura will extend to you Support and Consulting Services as set forth here. Support Plan SLAs are only applicable for operational issues related to the Hasura GraphQL Engine. Consulting Services (and Consulting Hours) can be used for non-operational issues, such as Architecture Review, Pair Programming, High Availability Setup, etc.
- Fees. Fees will be paid in advance for the Support Plan you have chosen and/or Consulting Hours you have purchased. At the end of a billing period, the Support Plan will be automatically renewed at the same Support Fees as the current billing period, and your saved payment details charged accordingly. You can stop automatic renewal at any time by logging into support.hasura.io. You can change your payment details by sending an email to [email protected] In case Hasura changes the Support Fees for your chosen Support Plan, the new Support Fees will be applicable from the next billing period. In this case, Hasura will stop automatic renewal and send you an email with the new Support Fees details for the next billing period. You will need to grant approval via email before Hasura restarts Support Plan billing and automatic renewal. In case you do not grant approval, then the Support Plan will lapse at the end of the latest billing period for which You have made payment in advance. Consulting Hours will be valid for six (6) months from the date of purchase. Fees will be non-refundable once paid.
- Exclusions. Hasura will have no obligation of any kind to provide Support for problems caused by or arising out of any of the following (each, a “Licensee-Generated Error”): (i) modifications to the Software not made by Hasura; (ii) use of the Software other than as authorized in the Agreement or as provided in the Documentation for the Software; (iii) damage to the media on which the Software is provided or to the machine on which the Software is installed; (iv) your negligence or fault; or (v) conflicts related to replacing or installing hardware, drivers, and software that have not been Hasura certified. If Hasura determines that it is necessary to provide support for a problem caused by a Licensee-Generated Error, Hasura will notify you thereof as soon as Hasura is aware of such Licensee-Generated Error and Hasura will have the right to invoice you at Hasura's then-current time and materials rates for any such support provided by Hasura.
- Consulting Exclusions. Consulting Services are purely advisory in nature, and Hasura takes no responsibility for the execution or final implementation or results thereof. For Consulting Hours, upon purchase, Hasura will send You an email with instructions on how to schedule a consulting hour. Consulting Hours will be scheduled within three (3) business days of request.
- Restrictions. Support is delivered in English only unless you are in a location where Hasura has made localized Support available.
- Authorized Support Contacts. Support will be provided solely to the authorized individual(s) specified by You through user registration at support.hasura.io, or those designated as part of the private Discord channel that Hasura will communicate with when providing Support (“Support Contacts”). Hasura strongly recommends that your Support Contact(s) be trained on the Software. You will be asked to designate your authorized support contacts, including their ID on Discord.
- Defect Resolution. Should Hasura in its sole judgment determine that there is a defect in the Software, it will, at its sole option, repair that defect in the version of the Software that You are currently using or instruct You to install a newer version of the Software with that defect repaired. Hasura reserves the right to provide You with a workaround in lieu of fixing a defect should it in its sole judgment determine that it is more effective to do so.
- Support Platform
Company will provide You with email support at [email protected]. A live chat support will also be provided on Your private channel on a real-time collaboration platform such as Discord. Depending on the Support Plan you have chosen, Company may also provide you with a Dedicated Account Manager. Instructions on how to avail support via email, live chat or the Dedicated Account Manager will be sent to you via email after you purchase a Support Plan. Company will use commercially reasonable efforts to maintain the availability of the Services to You subject to Section 3 below.
- Hasura Support. Hasura Support provides email support and live chat support via a real-time collaboration platform such as Discord for submitting cases and tracking case status. Hasura will respond to Hasura Support requests and will provide workarounds or fixes in accordance with the guidelines set forth in Section 2.2.
- Support Level. Support Level will be as per the Support Plan purchased, with the support provided as per the Support Plan Details here.
- Your Obligation to Assist. Should You report a purported defect in the Software to Hasura, Hasura may require You to provide Hasura with the following information: (a) a general description of the operating environment; (b) a list of all hardware components, operating systems and networks; (c) a reproducible test case; and (d) any log files, trace and systems files. Your failure to provide this information may prevent Hasura from identifying and fixing that purported defect.
- Software Upgrades and Software End of Life Policy. Unless specifically mentioned otherwise in the Support Plan, at any time, Hasura will support the last four (4) releases of the Hasura GraphQL Engine that have been released publicly on the GraphQL Engine code repo (https://github.com/hasura/graphql-engine). Hasura will help You upgrade from their current version to the latest version as and when a new version is released.
- Changes in Support and Software. You acknowledge that Hasura has the right to discontinue the manufacture and development of any Software and the Support for any Software, including, without limitation, the distribution of older Software versions, at any time in its sole discretion, provided that Hasura agrees not to discontinue Support for the Software during the current Term of this Agreement, subject to the termination provisions herein. Hasura reserves the right to alter Support from time to time, using reasonable discretion but in no event shall such alterations result in (i) diminished support from the level of Support set forth herein; (ii) materially diminished obligations for Hasura; (iii) materially diminishes Your rights; or (iv) higher Support Fees during the then-current Term. Hasura shall provide You with thirty (30) days prior written notice (delivered electronically or otherwise) of any permitted material changes to the Support contemplated herein.
- Conditions for Providing Support. Hasura’s obligation to provide Support Services is conditioned upon the following: (a) You make reasonable efforts to solve the problem after consulting with Hasura; and (b) You provide Hasura with sufficient information and resources to correct the problem.
- Exclusions from Hasura’s Support Services. Hasura is not obligated to provide Support Services in the following situations: (a) the problem is caused by Your or one of Your Authorized User’s negligence or hardware; (b) the problem is caused by third party software, not licensed through Hasura, or systems; (c) the problem is caused by Your or one of Your Authorized User’s desktop or browser software; or (d) You have not paid License Subscription Fees under the Agreement when due.
- Average Response Times.
- Response Times. Hasura will respond to Your reports of a problem based on the Response Times set out here for the Support Plan chosen by You.
- Your Reporting. You shall report any service problem by emailing to [email protected] or via live chat on your private channel within a reasonable amount of time upon becoming aware or receiving notice of such system downtime, error, bug, or defect. Hasura’s email response frequency will be based on the SLA described for the Support Plan here.
- Exclusions. Hasura shall have no liability for lack of response/availability due to: (i) user errors or (ii) misuse by You or authorized users.
You shall pay Hasura the Fees set forth in your Plan. All Fees are non-refundable.
- Limitation of Liability. HASURA’S TOTAL LIABILITY TO YOU UNDER THIS AGREEMENT, EXCEPT FOR BREACH OF CONFIDENTIALITY, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, AND INDEMNIFICATION FOR THIRD-PARTY DAMAGES, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, WILL BE LIMITED TO THE PAYMENTS RECEIVED OR ACCRUED UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE OF THE EVENT GIVING RISE TO ANY LIABILITY.
- Amendments and Waivers. Notwithstanding, if this Agreement needs to be amended and the amendment affects You, we will email You the amendment and, if You do not object to the change within ten (10) days, the amendment will be deemed approved and will become effective.
- Sole Agreement. This Agreement, including the Exhibits hereto (if any) and all applicable Plan details, constitutes the sole agreement of the Parties and supersedes all oral negotiations and prior writings with respect to the subject matter hereof.
- Supercedure. This Agreement supercedes any previous agreement, understanding, all oral negotiations, and prior writings between the parties with respect to the subject matter described herein.
- Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon receipt, when delivered personally or by courier, overnight delivery service or confirmed facsimile, forty-eight (48) hours after being deposited in the regular mail as certified or registered mail (airmail if sent internationally) with postage prepaid, if such notice is addressed to the Party to be notified at such Party's address or facsimile number as set forth below, or as subsequently modified by written notice.
- Governing Law. This Agreement shall 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 Agreement consents to the exclusive jurisdiction and venue of the state and federal courts of San Francisco, California.
- Severability. If one or more provisions of this Agreement 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 shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded, and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.
- Signature and Counterparts. This Agreement may be signed electronically, per the instructions set forth herein and may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.
- Binding Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by 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 shall 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 Agreement to enforce any of its terms, it is agreed that the prevailing Party shall be entitled to reasonable attorneys' fees to be fixed by the arbitrator. Each Party 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.
- Representations and Warranties of the Parties. 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 Agreement; and (ii) the execution, delivery, and performance of this Agreement by that Party does not conflict with any other agreement to which it is a Party or by which it is bound.
- Relationship of Parties. 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 shall hold itself out as an agent, officer, director, or employee of the other Parties. This Agreement will not be construed to create or imply any partnership, agency, joint venture, or formal business entity of any kind between the Parties.
- Assignment. Neither Party may assign this Agreement to a third party without the prior written consent of Company.
- Term and Termination.
- The Term. The Term of this Agreement will begin on the Effective Date and continue till the later of i) the date the Support Plan lapses because of non-payment of fees in advance, or ii) 6 months from the last date of purchase of a Consulting Hour, unless otherwise terminated in accordance with Section 5.12.2. If You allow the Support Plan and/or Consulting Hours to expire, then You may seek to re-activate Support by purchasing a new Support Plan or additional Consulting Hours at support.hasura.io.
- Convenience. Either party may terminate this Agreement. You can terminate the Agreement by sending an email to [email protected]. Hasura may terminate this Agreement by sending you an email notification.
- Breach. This Agreement may be terminated by the non-breaching Party upon ten (10) days’ notice to the breaching Party for failure of the breaching Party to cure the breach within thirty (30) days’ notice of the breach to the breaching Party.
- General Assignment. This Agreement may be terminated if a Party: (i) makes a general assignment for the benefit of creditors; (ii) admits in writing its inability to pay debts as they come due; (iii) voluntarily files a petition or similar document initiating any bankruptcy or reorganization proceeding; or (iv) involuntarily becomes the subject of a petition in bankruptcy or reorganization proceeding and such proceeding shall not have been dismissed or stayed within sixty (60) days after such filing.
- Effect of Termination. Upon termination of this Agreement, each Party shall promptly return, or at the other Party’s request, destroy (and provide confirmation of such destruction signed by an officer), all Confidential Information of the other Party (including without limitation the Documentation). Sections, which are intended to survive by their context and meaning, shall survive termination of this Agreement for any reason. All other rights and obligations of the Parties under this Agreement shall expire upon termination of this Agreement, except that all payment obligations accrued hereunder prior to termination or expiration shall survive such termination. Unless You terminate this Agreement for breach under Section 220.127.116.11, or Hasura terminates this Agreement as per 18.104.22.168, Company shall not refund any payments made in advance by You. In case Hasura terminates this Agreement as per 22.214.171.124, Hasura will refund fees you have paid in advance, calculated pro-rata from the date of termination till the end of the billing period You have paid for in advance.
- FORCE MAJEURE. Hasura will not be responsible for any failure or delay in its performance under these Terms and Conditions due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy, raw materials or supplies, war, acts of terror, riot, acts of God, or governmental action.
- CONFIDENTIALITY. Parties agree to keep confidential and not disclose to others without the prior written consent of the Disclosing Party, whose consent may be withheld for any reason or no reason, of Confidential Information (which is defined as any business, technical, financial, operational, service, information, or similar information whether marked or not marked disclosed pursuant to this Agreement).
THIS SUPPORT AND CONSULTING SERVICES AGREEMENT (“AGREEMENT”) IS A BINDING AGREEMENT BETWEEN HASURA AND YOU. PLEASE READ IT CAREFULLY. IF YOU REGISTER FOR THE SERVICES OR USE OUR PLATFORM OR 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 AGREEMENT, DO NOT REGISTER FOR THE SERVICES OR USE OUR PLATFORM OR SERVICES. YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND YOUR COMPANY TO THIS AGREEMENT.