Dash0 Terms of Service and License (Product and Services)

Introduction

These Terms of Service govern the licensing and subscription of the various observability solutions (“Products and Services”) that are provided by Dash0 Inc. (https://www.dash0.com/) (“Company”). These Terms of Service shall be read in conjunction with the Website Terms and Conditions and the Privacy Policy.

Please read these terms carefully, as access and use of the Products and Services of Company creates a legal obligation (“Agreement”/ “Terms”) between the Users (“you”/ “yours”/ “Customer”) and Company, and you agree to be bound by these terms. If you do not agree to be bound by the terms stated here, please do not use or access the Products and Services of Company.

This agreement and the use of the terms “you” or “users” are applicable to all types of users of the Products and Services, including owners who initially set up the Products and Services and/or are granted ownership privileges by the initial owner(s), administrators, who manage and run a team, channel, or group and users who are invited to join an existing group and/or team that has already been created.

If you are entering into this agreement on behalf of a company or another legal entity, you represent that you have the authority to bind such entity, its affiliates, and users to this agreement. In such case, the terms “you” or “your” shall also refer to such entity, and its affiliates, as applicable. If you do not have such authority, or if you do not agree with this agreement, you may not use the Products and Services.

Definitions. For purposes of these Terms: “Documentation” means Company’s then-current technical documentation, usage guides, and policies for the Products and Services made available by Company. “Customer Data” means data, content, Inputs, Outputs, telemetry data, logs, metrics, traces, events, configuration data, and other data or materials submitted to, collected by, or Processed through the Products and Services by or on behalf of Customer or its users. “Usage Data” means technical, operational, diagnostic, usage, performance, and statistical data generated by or relating to the use, operation, performance, security, or improvement of the Products and Services, excluding Customer Data except in de-identified or aggregated form. “Usage Limits” means any usage limits, entitlements, quotas, units, committed usage levels, metering metrics, retention limits, feature limits, or other restrictions applicable to the Products and Services or specified in an Order, pricing or tier materials, product documentation, account settings/admin console, product interface, or other notice made available by Company.

Conclusion of contract and Use and Access of Products and Services: By registering for an account on www.dash0.com (or signing in via a Single Sign-On functionality), you legally accept the Terms, which are incorporated by reference, and you are granted access to use the Products and Services under a Free Subscription (as defined below), unless you have accepted or entered into an Order for a paid subscription plan or tier. Any further use of the Products and Services, including use beyond the scope of a Free Subscription or use under any paid, usage-based, promotional, evaluation, beta, trial, enterprise, or other plan or tier made available by Company from time to time, shall be subject to the applicable fees, features, scope, usage limits, duration, and additional terms and conditions as set out in detail in the applicable Order, price and tier lists on www.dash0.com, product documentation, account settings/admin console, or other notice made available by Company. You may upgrade, purchase, renew, expand, reduce, or otherwise modify your subscription either by selecting and legally accepting such change in your registered account settings/admin console or through a corresponding designated order form, statement of work, insertion order or other agreements with Company (each such process an “Order”), incorporated by reference to these terms, which you have executed, signed or otherwise authorized in conjunction with the purchase of the right to use the Products and Services. Any reference to “agreement” shall also refer to these terms as well as to the Order. If there is a conflict between these Terms and an Order, the Order will control solely with respect to the Products and Services purchased under that Order, but only to the extent of the conflict. Any terms contained in your purchase order, vendor onboarding portal, or other ordering document issued by you are void and have no effect, even if accepted or processed by Company, unless expressly signed by Company as an amendment to these Terms. In the event that the Products and Services are provided free of charge, such Order may not be executed and the terms herein shall apply. Access to the Products and Services is subject to the terms stated in these terms and conditions.
SaaS Subscription: Subject to the terms and conditions hereunder, including timely payment of all applicable Fees (as defined below), Company hereby grants you a personal, term-limited, revocable, non-exclusive, non-transferable, and non-sublicensable right to access and use the Products and Services during the term specified under the applicable Order, and only within the applicable plan, tier, usage limits, features, quantities, and scope specified by Company for such Order, for your own internal use (“SaaS Subscription”).
Free Subscription: Company may propose to you, from time to time and at its full discretion, and with no obligation to do so, a free-of-charge SaaS Subscription or other free, promotional, evaluation, beta, trial, sandbox, or limited-access plan or tier on terms, scope, features, usage limits, duration, and eligibility criteria to be determined by Company, for your own internal evaluation purposes or otherwise for any marketing purposes Company deems fit (“Free Subscription”). You hereby acknowledge that the Products and Services offered under such Free Subscription may be provided with limited features, functionality, capacity, retention, support, availability, security, integrations, and usage, and may be time-limited or usage-limited. The Free Subscription may be modified, suspended, limited, throttled, revoked, or discontinued by Company at any time, with or without cause. Company further reserves the right to cease such Free Subscription and charge fees thereafter, subject to your acceptance of an applicable Order or paid plan. In case the Free Subscription is offered for a limited time period or limited usage amount, your access may be suspended after the time or usage lapses. The Free Subscription period, usage limits, features, and other limitations may be displayed in your account settings/admin console or in any other place of the admin center of the Products and Services, pricing or tier materials, product documentation, or other notice made available by Company. In the event that you do not convert the Free Subscription into a paid offering, Company reserves the right without any liability to you to delete all Customer Data Processed through the Products and Services 30 days after the Free Subscription period has lapsed. Any free, promotional, evaluation, beta, preview, early access, trial, sandbox, or similar features, products, integrations, APIs, AI Features, or services are provided for evaluation only, are not production-ready unless Company expressly states otherwise, may be modified or discontinued at any time, and are provided without warranties, indemnities, service levels, support commitments, or liability of any kind to the maximum extent permitted by law. You use any such offerings at your own risk.
Support: Company will provide in-product support through a chatbot, Slack channel and/or email at support@dash0.com (“Support”). Although no response times are guaranteed, Company will use commercially reasonable efforts to respond to such support requests within 48 hours. Company may at its discretion, delegate the performance of certain portions of the Support to third parties, but will remain responsible to Customer for delivery thereof. In such case, where the Support is delegated to third parties and if any such Support is not performed with reasonable skill, care and diligence, Company will re-perform the Support to the extent necessary to correct the defective performance, and Customer acknowledges that re-performance shall be Customer’s sole and exclusive remedy for any such defective performance.
Usage Limits. Company may establish, modify, and enforce usage limits for the Products and Services from time to time and on an ad hoc basis, including limits on usage volume, data ingestion, retention, queries, seats, features, rate limits, storage, concurrency, API calls, compute resources, telemetry volume, integrations, or other technical, commercial, or operational parameters, as Company determines are appropriate for the Products and Services. Such usage limits may be described in the applicable Order, pricing or tier materials, product documentation, account settings/admin console, product interface, or other notice made available by Company. Company may monitor usage to determine Fees, verify compliance with this Agreement, manage the Products and Services, and determine compliance with such limits. You are responsible for configuring your instrumentation, data ingestion, sampling, retention, and other usage settings to manage usage and Fees. Company may suspend, throttle, limit, disable, downgrade, charge overage Fees for, or otherwise restrict access to the Products and Services to the extent usage exceeds, attempts to exceed, or circumvents such limits or otherwise affects the security, integrity, performance, availability, or cost of the Products and Services. Company may apply or adjust usage limits immediately if Company determines that doing so is necessary or appropriate to protect the Products and Services, Company, its customers, or third parties, or to prevent excessive, abusive, unexpected, or unauthorized usage.
Feedback: You hereby grant Company a perpetual, irrevocable, royalty-free, and fully paid-up right to use and otherwise exploit in any manner any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by you and/or any end-users related to the Products and Services or other Company products or services, including for the purpose of improving and enhancing the Products and Services and/or such other products or services. You shall aid Dash0 in the detection and resolution of software defects by reporting bugs or providing any relevant information, to the extent that such information is within your possession.
Your Responsibility: Other than the rights and licenses expressly provided to you hereunder, no other rights, licenses, or interest whatsoever in any of the Products and Services and/or any component thereof, are transferred or granted. Without limiting the foregoing, you may not: (i) use the Products and Services or any part thereof, for purposes other than those explicitly set forth hereunder; (ii) reverse engineer, decompile, modify the Products and Services, or any part thereof, or create derivative works thereof or extract any source code from any binary code or files provided; (iii) sub-license, resell or reoffer the Products and Services, or any part thereof or use the Products and Services to offer services to any third parties (including in a service bureau environment); (iv) otherwise commercially utilize the Products and Services, or any part thereof except as expressly permitted under this Agreement.
Proper use of Products and Services: You agree that you will not use the Products and Services for any of the following purposes: (i) Any unlawful, invasive, infringing, defamatory or fraudulent purpose; (ii) To send unsolicited bulk commercial emails (“Spam”) of any kind, regardless of the content or nature of such messages; (iii) To send any harmful code or attachment with the Products and Services; (iv) To use the Products and Services in a way that has a detrimental effect upon Company, its Users or the Products and Services, as determined by Company at its sole discretion; (v) To use or attempt to use the Products and Services in breach of these Terms; (vi) To transmit harassing, obscene, racist, malicious, abusive, libelous, illegal or deceptive messages or files; (vii) To commit or attempt to commit a crime or facilitate the commission of any crime or other illegal or tortious act; (viii) To interfere with the use of the Products and Services by other Users; (ix) To alter, tamper with or circumvent any aspect of the Products and Services; and/or (x) To test or reverse engineer any of the Products and Services in order to find limitations or vulnerabilities.
Account Access: You acknowledge and agree that you are responsible for your use of the Products and Services and for all activity under your account. You are fully responsible for the control of and/or access to your account, including limiting access to user names, passwords, tokens, keys, and credentials, and you agree to take all reasonable precautions to protect your user name, password, tokens, keys, credentials, and access to your account. You agree that you will immediately notify the Company in the event that you discover or believe that your account or any user name, password, token, key, or credential has been accessed in any unauthorized way. Company shall not be liable to you or any third party for any failure by you to prevent unauthorized access to your account. You shall not provide/use false information to gain access to or use the Products and Services.
Equipment: You shall be responsible for obtaining and maintaining any equipment and ancillary services (such as access to the internet) needed to connect to, access or otherwise use the Products and Services, including, without limitation, modems, hardware, servers, operating systems, networking, web servers and the like and you shall be responsible for the safety of the same.
AI Features.
1. Inputs/Outputs. Customer may have access to premium AI Features. If so, Customer may submit Data (including in the form of prompts or queries) to the AI Features ("Inputs") and receive outputs from the AI Features ("Outputs"). For the avoidance of doubt, Customer retains all right, title and interest in Customer Data contained in Inputs and Outputs. Company may use Inputs and Outputs to improve the AI Features, but only if such Inputs and Outputs have been (a) de-identified so that they do not identify Customer and (b) aggregated with data across other customers. Company shall not and shall not allow any third party to use Customer Data to train any AI without Customer’s prior written consent.
2. Agentic AI Authorization. By engaging with an Agentic AI, Customer authorizes such feature to execute actions in the Products or Services environment as a delegated user, solely for the purpose of satisfying Customer’s specific instruction or query.
3. “AI Features” means artificial intelligence features of the Products and Services designed to automatically produce various types of content (such as source code, text, images, and audio) based on Inputs. “Agentic AI” means an AI Feature that can execute actions, make changes, or trigger workflows in response to Customer instructions, as distinguished from merely generating content or suggestions. AI Features include Agentic AI. “Data” means any data, content or materials that Customer (including its users) submits to the Products and Services.
4. Disclaimer. Outputs are generated through automated processes and are not tested, verified, endorsed or guaranteed to be accurate, complete or current by Company. Customer should independently review and verify all Outputs as to appropriateness for any or all Customer use cases or applications. The warranty disclaimers and limitations of liability in the Agreement apply to the AI Features.
5. Without limiting any restrictions on use of the Products and Services in the Agreement, Customer will not and will not permit anyone else to:
  1. use the AI Features or any Output to infringe any third-party rights,
  2. use the AI Features or any Output to develop, train or improve any AI or ML models,
  3. represent any Output as being approved or vetted by Company,
  4. represent any Output as being an original work or a wholly human-generated work,
  5. use the AI Features for automated decision-making that has legal or similarly significant effects on individuals, unless it does so with adequate human review and in compliance with applicable laws, or
  6. use the AI Features for purposes or with effects that are discriminatory, harassing, harmful or unethical.
Users authorized by You: You shall be solely responsible for (i) acts and omissions of any other users, who have been authorized by you to use the Products and Services and Company shall not be liable for any loss of data or functionality caused directly or indirectly by the users; (ii) ensuring that you have all rights, permissions, consents, notices, and lawful bases required to submit Customer Data, including personal data, to the Products and Services; (iii) configuring the Products and Services and your telemetry instrumentation to avoid submitting personal data that is not required for your intended use of the Products and Services; and (iv) any loss due to data access, modification, or deletion done by any third-party products, services, systems, integrations, cloud services, data sources, collectors, agents, plugins, or platforms enabled, configured, maintained, secured, or used by you. Company is not responsible for any such third-party products, services, systems, integrations, cloud services, data sources, collectors, agents, plugins, or platforms, or for any loss, disclosure, modification, deletion, unavailability, or failure of Customer Data, Products and Services functionality, or your systems caused by them.
Restricted Data: You shall not submit, upload, transmit, store, or otherwise make available through the Products and Services any Restricted Data unless expressly authorized in an applicable Order or other written agreement signed by Company. “Restricted Data” means (i) protected health information subject to HIPAA; (ii) payment card data subject to PCI DSS; (iii) government-issued identification numbers, financial account numbers, biometric data, precise geolocation data, children’s data, or other sensitive personal data; (iv) passwords, private keys, access tokens, credentials, secrets, or authentication materials; (v) export-controlled data; or (vi) any data requiring heightened security, regulatory, or contractual controls beyond those expressly stated in this Agreement. You are solely responsible for configuring your systems, telemetry instrumentation, logs, metrics, traces, events, and integrations to prevent Restricted Data from being submitted to the Products and Services. Company has no obligation to review Customer Data for Restricted Data and may delete, quarantine, suspend processing of, or require you to remove any Restricted Data that Company identifies or reasonably suspects has been submitted to the Products and Services.
Suspension. Company may suspend your or any user’s access to the Products and Services immediately upon notice if Company reasonably determines that (i) you or any user has violated this Agreement; (ii) your use of the Products and Services creates a security, legal, operational, or availability risk to Company, the Products and Services, or any third party; (iii) suspension is required to comply with applicable law; or (iv) any Fees are overdue. Company may limit any suspension to the affected portion of the Products and Services where Company determines that doing so is practicable and consistent with protecting the Products and Services, Company, its customers, and third parties.
System Breakdown: Company shall not be liable for any failure or delay caused by any system breakdown at your end.
You are responsible for your Customer Data: The Products and Services cannot and should not be relied upon to detect any malicious, harmful, or problematic files or data, and you are responsible for all Customer Data that you post and/or access, even if it was monitored, debugged or otherwise processed (“Process”) by the Products and Services. We urge you not to access or read any suspicious files and/or information even if those were Processed using the Products and Services.
Your responsibility for Processing Customer Data through Products and Services: You understand that all Customer Data which you may Process using the Products and Services is the sole responsibility of the person or party from whom or from which such Customer Data originated.
Use at your Risk: You further understand that although you are using the Products and Services you may be exposed to Customer Data that you may find harmful, unlawful, offensive, indecent, or objectionable and that you use the Products and Services at your own risk.
Use with care: You agree that you are solely responsible for (and that Company has no responsibility to you or to any third party for) any Customer Data that you access, use, transmit or display while using the Products and Services and for any consequences that your actions may have (including any loss or damage which Company may suffer) by doing so. You agree that you will not engage in any activity that interferes with or disrupts the Products and Services or the servers and networks which are connected to the Products and Services. You agree that any information you give to Company will always be accurate, correct, and up to date.
Permitted Use: You agree to use the Products and Services only for purposes that are permitted by (a) the Terms and (b) any applicable laws and regulations in the jurisdictions in which you use the Products and Services, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights.
Data Privacy: You acknowledge and agree that in connection with the provision of the Products and Services, Company may gain access to certain information and data which you Process or provide. Company’s privacy policy is set out at: https://www.dash0.com/policies/privacy. You acknowledge and agree that you have read and understood the policy and agree to be bound by its terms (as applicable).Company shall maintain technical and organizational safeguards which are reasonably expected to protect the security, confidentiality and integrity of Customer Data, details of which may be requested by you by sending an e-mail at security@dash0.com. Company shall collect certain essential information by virtue of the Customer’s use of the Products and Services of Company and such data shall be protected and kept private by Company.You grant Company and its affiliates, subprocessors, service providers, and contractors a non-exclusive, worldwide, royalty-free license to host, copy, transmit, display, process, analyze, and otherwise use Customer Data as necessary to provide, secure, support, maintain, and improve the Products and Services, comply with applicable law, and exercise Company’s rights under this Agreement. Company may use Usage Data and Customer Data in de-identified or aggregated form to develop, improve, support, and operate the Products and Services and Company’s other products and services, provided that Company does not identify you or any individual as the source of such data.Any Customer Data and Confidential Information shall be retained by Company during the Term of the Order, and on expiry and/or termination of this Agreement, all such Customer Data and Confidential Information shall be deleted within 30 days after Customer’s request, except to the extent retention is required by law, necessary for legitimate backup, archival, security, compliance, or legal purposes, or otherwise permitted under this Agreement, and Company shall provide confirmation upon request.
Confidentiality: Each party will protect Confidential Information disclosed by the other party by (i) not disclosing it to third parties, (ii) preserving its confidentiality with the same level of care it applies to its own similar types of Confidential Information, and always by taking reasonable steps to preserve confidentiality, and (iii) using it only for the performance of this Agreement. A party will disclose the other party’s Confidential Information only to its employees and consultants who need to know such information to perform under this Agreement, and only after informing such recipients that the information must be protected as confidential and may be used only for the performance of this Agreement. A party is responsible for any disclosure or misuse of Confidential Information by its employees or consultants. A receiving party may, without breaching this Agreement, disclose Confidential Information disclosed by the other party to the extent required to comply with a court order or applicable law or regulation provided that if a receiving party becomes subject to such a requirement, it must notify the disclosing party as soon as possible and, in any case, before it makes the required disclosure (if such notice is allowed under applicable law) and it must reasonably cooperate with the disclosing party (if requested, and at the disclosing party’s expense) to seek a protective order or similar protection for its Confidential Information. The receiving party will disclose only such information as is legally required and will use commercially reasonable efforts to obtain confidential treatment for any Confidential Information that is so disclosed. Each party acknowledges that money damages may not adequately protect the disclosing party against actual or threatened breach of this Agreement and that such breach would result in irreparable harm to the disclosing party. Because of this, a disclosing party may pursue judicial orders (including temporary remedies) in any competent court to protect its Confidential Information without having to provide proof of actual damages.“Confidential Information” means all non-public information or materials, including information and materials disclosed prior to the date of this Agreement, that are marked as confidential, orally described as confidential, or should reasonably be understood to be confidential; however, Confidential Information, does not include information that (i) was previously known to the receiving party without any confidentiality obligation, (ii) is or becomes publicly known through no wrongful act of the receiving party, (iii) was rightfully received from a third party without any confidentiality obligation to that third party, or (iv) was independently developed by the receiving party without use of or reference to any Confidential Information.
Fee: In consideration for the rights, licenses, and services granted under this Agreement, you shall pay Company the fees specified under the relevant Order, applicable price or tier list, account settings/admin console, or other notice made available by Company (“Fees”) in accordance with the payment and other terms specified thereunder. Fees may include subscription fees, usage-based fees, overage fees, fees for additional features, seats, retention, capacity, support, integrations, or other paid functionality, and any other fees applicable to the plan, tier, Order, or use of the Products and Services. The Fee is exclusive of any taxes. In the absence of any such payment terms in the Order, Fees shall be payable within thirty (30) days following the receipt of the respective invoice from Company. Failure to pay the Fee on time may result in monetary penalties at the rate of 1.5% per month from the date of such delay until such payments are made. Company may suspend access to the Products and Services immediately on non-payment of the Fee, without prejudice to any other rights or remedies available to Company under this Agreement, the applicable Order, or applicable law.
Intellectual Property: You acknowledge and agree that Company is the exclusive owner of Company’s Products and Services, including, without limitation, any and all derivatives, enhancements, modifications, and/or improvements thereto, and any and all intellectual property or proprietary rights under any and all of the foregoing. As between the parties, you retain all right, title, and interest in and to Customer Data, subject to Company’s rights to use Customer Data and Usage Data under this Agreement.
Indemnification by Company: Company agrees at its sole cost and expense to indemnify, defend and hold harmless you, your officers, directors, employees, and permitted successors and assigns from and against any and all third-party claims, damages, costs, liabilities, or expenses incurred (including reasonable attorneys’ fees), finally awarded against you in a settlement approved by Company or by a court, to the extent arising from any claims, suits or proceedings brought by third parties alleging that the Products and/or Services infringe or misappropriate any patent, copyright, trademark, trade secret or other intellectual property rights of any third party. Company’s indemnification obligation is contingent on and subject to you providing Company with a prompt written notice of any such claim, allowing Company to control the defense and settlement of any such claim and reasonably cooperating (at Company’s expense) with Company in connection with the foregoing. Company shall have no duty to indemnify to the extent that the liability arises from: (i) modification to the Products and Services or any part thereof not made by Company; (ii) use of the Products and Services not in accordance with this Agreement, the applicable Order and/or the applicable documentation; (iii) where the liability arises from the combination of the Products and Services with other product, software, service, platform, data, or process, where the Products and Services standalone would not have caused such liability; (iv) Customer Data; (v) your continued use of the Products and Services after Company notifies you to stop use; or (vi) free, trial, beta, preview, or evaluation use of the Products and Services.
Your Indemnification to Company: You agree to indemnify, defend and hold harmless Company, its affiliates and their respective directors, officers, employees, and subcontractors, upon Company’s request and at your own expense, from, and against, any damages, loss, costs, expenses and payments, including reasonable attorney’s fees and legal expenses, arising from any third-party complaint, claim, plea, or demand to the extent arising from (i) the nature, content, collection, submission, or authorized use of Customer Data as provided by you; (ii) any misuse of Company’s Products or Services; (iii) the breach of any provision or representation in these Terms or any Order; (iv) your violation of applicable law; or (v) any third-party products, services, systems, integrations, cloud services, data sources, collectors, agents, plugins, or platforms enabled by you for use with the Products and Services. Your duty to indemnify is contingent on Company providing you with prompt written notice of the claim, allowing you to control the defense and settlement of the claim, and Company reasonably cooperating with you, at your expense, in connection with the foregoing, provided that you may not settle any claim in a manner that admits fault by Company, imposes non-monetary obligations on Company, or fails to include a full release of Company without Company’s prior written consent.
DISCLAIMER OF WARRANTIES AND LIABILITIESEXCEPT AS OTHERWISE EXPLICITLY AGREED HEREIN, THE PRODUCTS AND SERVICES (WHETHER PROVIDED WITH OR WITHOUT CONSIDERATION) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER THESE TERMS, COMPANY’S ORDER FORM, NOR ANY DOCUMENTATION FURNISHED UNDER THEM ARE INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE PRODUCTS AND/OR SERVICES WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE AND/OR THAT ANY ERROR OR MALFUNCTION MAY OR WILL BE RESOLVED. COMPANY NEITHER PROVIDES NOR EXTENDS ANY PRODUCT OR SERVICE WARRANTY, SUPPORT AND/OR MAINTENANCE OBLIGATIONS TO YOU, AND/OR ANY SERVICE LEVEL OR UP-TIME AVAILABILITY COMMITMENT, WHETHER THE PRODUCTS AND SERVICES ARE PROVIDED WITH OR WITHOUT CONSIDERATION. YOU ACKNOWLEDGE THAT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PRODUCTS AND SERVICES IS WITH YOU. SHOULD THE PRODUCTS AND SERVICES PROVE INADEQUATE IN ANY WAY, YOU AND NOT COMPANY ASSUME THE ENTIRE COST OF ANY COSTS OR DAMAGES INCURRED BY YOU. COMPANY DOES NOT WARRANT THAT ANY DATA SENT BY OR TO YOU WILL BE TRANSMITTED IN SECURE OR UNCORRUPTED FORM OR WITHIN A REASONABLE OR DEFINED PERIOD OF TIME, OR THAT THE PRODUCTS AND SERVICES WILL PREVENT ANY EVENT, CONDITION, THREAT, LOSS, OR HARM THAT THEY ARE DESIGNED TO DETECT, MITIGATE, OR PREVENT. YOU ACKNOWLEDGE THAT ANY CUSTOMER DATA DOWNLOADED OR OTHERWISE OBTAINED, RECEIVED OR SUBMITTED THROUGH THE PRODUCTS AND SERVICES IS AT YOUR SOLE RISK AND THAT COMPANY WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY HARM OR DAMAGE TO YOU OR YOUR PROPERTY (INCLUDING ANY DATA, PERSONAL COMPUTER EQUIPMENT OR STORAGE MEDIA). COMPANY IS NOT RESPONSIBLE FOR CUSTOMER DATA PROCESSED THROUGH COMPANY’S PRODUCTS AND SERVICES.
LIMITATION OF LIABILITYEXCEPT FOR EITHER PARTY’S WILLFUL MISCONDUCT UNDER THESE TERMS, UNDER NO CIRCUMSTANCES WHATSOEVER WILL EITHER PARTY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, BE RESPONSIBLE OR LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOST PROFITS AND LOST BUSINESS OPPORTUNITIES), SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES THAT RESULT FROM OR RELATE IN ANY MANNER WHATSOEVER TO THESE TERMS, INCLUDING ANY RELATED ORDER AND/OR AGREEMENT. EXCEPT FOR EITHER PARTY’S WILLFUL MISCONDUCT UNDER THESE TERMS, INCLUDING ANY RELATED ORDER AND/OR AGREEMENT, IN NO EVENT SHALL COMPANY’S AND ITS AFFILIATES’ JOINT AGGREGATE TOTAL LIABILITY UNDER THESE TERMS, INCLUDING ANY RELATED ORDER AND/OR AGREEMENT, EXCEED: THE AMOUNTS ACTUALLY PAID BY YOU TO COMPANY IN THE 12-MONTH PERIOD PRECEDING THE EVENT OF LIABILITY. SPECIFICALLY WITH RESPECT TO A FREE SUBSCRIPTION, IN NO EVENT SHALL COMPANY’S AND ITS AFFILIATES’ JOINT AGGREGATE TOTAL LIABILITY UNDER THESE TERMS, INCLUDING ANY RELATED ORDER AND/OR AGREEMENT, EXCEED: AN AGGREGATE AMOUNT OF ONE HUNDRED UNITED STATES DOLLARS (US$100). THE LIMITATIONS IN THIS SECTION ARE COMPREHENSIVE AND THE EXAMPLES GIVEN ARE NOT EXHAUSTIVE. THE EXCLUSIONS AND LIMITATIONS CONTAINED IN THIS SECTION ARE SEPARATE AND INDEPENDENT OF ANY OTHER LIMITATIONS IN THESE TERMS AND SHALL NOT FAIL IF SUCH OTHER LIMITATION OR REMEDY FAILS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY.
Export Control: The Products and Services delivered to you under this Agreement may be subject to U.S. and other applicable export control and sanctions laws and regulations. You shall abide by all export control and sanctions laws, rules and regulations applicable to the Products and Services. Without limiting the foregoing, you agree that you will not export, re-export, transfer, or provide access to the Products and Services, in whole or in part, to any country, person, or entity subject to U.S. or other applicable export restrictions or sanctions. For clarity, the use of the Products and Services, in whole or in part, in any country, not in accordance with U.S. or other applicable export restrictions or sanctions, is not allowed. You specifically agree not to export, re-export, transfer, or provide access to the Products and Services (i) to any country to which the U.S. has embargoed or restricted the export of goods or services, or to any national of any such country, wherever located, who intends to transmit or transport the Products and Services back to such country; (ii) to any person or entity who you know or have reason to know will utilize the Products and Services or portion thereof in the design, development, production or use of nuclear, chemical or biological materials, facilities, or weapons; or (iii) to any person or entity who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government.
Term: The term of this Agreement shall commence upon its acceptance by you and the terms of each Order shall respectively commence on the effective date stated in such Order (“Effective Date”) and shall continue for the duration of the term as specified in such Order (“Initial Term”). Unless otherwise specified in the applicable Order, the Initial Term shall automatically renew for successive term(s) of one (1) month (each a “Renewal Term”), without the need to execute a renewal Order, unless either party gives written notice to the other party at least one (1) day prior to the end of the then-current term of its intent not to renew, and if such notice is provided, this Agreement shall then terminate with respect to such Order at the end of the then-current term.
Termination for Material Breach: In case of a material breach of this Agreement by either Party not remedied within fifteen (15) days from the other party’s written notice thereof, or in case either party should become bankrupt or insolvent and such event had not been challenged within thirty (30) days of filing, the other party shall have the right to terminate this Agreement with immediate effect. The foregoing notwithstanding, in case of any violation by you of these Terms which is non-curable, Company may immediately terminate this Agreement and/or the applicable Order upon written notice, without any prejudice to any other rights or remedies it may have under this Agreement or applicable law.
No Cancellation, No Refunds: Orders are non-cancellable and any Fees paid are non-refundable even in the event of any non-used term by you. Further, to the extent Company agreed in a specific Order that the Fees shall be subject to a multi-year discount (i.e. a reduced annual fee subject to a long-term commitment for the procurement of the Products and Services), then, upon early termination of this Agreement and/or such applicable Order, for any reason whatsoever, an adjustment shall be made to the Fees to reflect the actual fees due to Company as a result of such early termination and consequently you shall promptly pay Company upon notice any excess amount due.
Effect of Termination: In any event of expiry or termination of this Agreement, all licenses shall terminate, all amounts outstanding shall become immediately due to Company, and any and all rights or licenses granted hereunder shall immediately expire and any and all use and/or exploitation by Customer of the Products and Services, and any part thereof, shall immediately cease and expire. Provisions contained in this Agreement that are expressed or by their sense and context are intended to survive the termination of this Agreement shall so survive such termination.
Force Majeure: Neither party shall be deemed to be in breach of this Agreement or otherwise liable to the other party for any delay in performance or non-performance of any obligations under this Agreement to the extent that the delay or non-performance is due to Force Majeure provided that the relevant party has used reasonable endeavors to avoid and mitigate the effects of the Force Majeure and to carry out its obligations under this Agreement in any other way that is reasonably practical. “Force Majeure” means any cause preventing either party from performing all or any of its obligations which arises from or is attributable to acts, events, omissions or accidents beyond the reasonable control of the party so prevented, including without limitation, strikes, lockouts, other industrial disputes or other restraints or stoppages of labor of suppliers, acts of god, war, riot, civil commotion, terrorism, malicious damage, pandemic, epidemic or extreme weather or environmental conditions.
Notices: Any notices or communications under this Agreement to you will be addressed to the addresses specified in the Order, as either party may update by written notice from time to time. Notices to Company must be sent to Dash0 Inc., 169 Madison Ave, STE 38218, New York, NY 10016, United States, Attn: Legal. Notices under this Agreement shall be deemed effective immediately upon delivery if delivered personally, one (1) business day after delivery if sent by e-mail with a confirmation, one (1) business day after sending via a registered overnight carrier and five (5) days after posting if mailed by registered, certified mail. In addition, Company may provide notices electronically in the Products and Services or otherwise on its website, as long as they are provided in a visible form to you.
Governing Law and Dispute Resolution: This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Delaware, without regard to its conflict of laws rules. Subject to the arbitration requirement stated below, the state and federal courts located in Delaware shall have exclusive jurisdiction over any action to compel arbitration, enforce an arbitral award, seek injunctive or equitable relief, or otherwise address matters not subject to arbitration.Dispute Resolution shall in the first instance be via good-faith executive-level discussions between the Parties, failing which, the parties will submit the Dispute to final and binding arbitration administered by JAMS Mediation, Arbitration and ADR Services (“JAMS”) pursuant to its Comprehensive Arbitration Rules and Procedures or pursuant to JAMS’ Streamlined Arbitration Rules and Procedures, if applicable (collectively, the “Rules”) that are in effect at the time of the commencement of the arbitration. The seat of arbitration shall be Delaware. The parties agree to conduct any hearings or conferences required by the arbitration virtually by videoconference; provided, however, that if virtual video conferencing is not available, such hearings or conferences shall be in New York, New York. The arbitrators’ award may be entered and enforced in any court with competent jurisdiction. The costs of the arbitration proceeding, including reasonable attorneys’ fees and costs, will be determined by the arbitrators, who may apportion costs equally, or in accordance with any finding of fault or lack of good faith of either party. THE PARTIES EXPRESSLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL.
Assignment: Company may assign these Terms and/or any Order without a notice or your consent, including in connection with any merger, reorganization, change of control, sale of assets, or transfer to an affiliate. You, however, may not assign these Terms and/or any Order without Company’s prior written consent. This Agreement shall bind and inure to the benefit of the parties hereto and their permitted successors and assigns.
Entire Agreement, Updates: This Agreement (including any Order and exhibits and schedules thereto) constitutes the entire agreement between the parties with respect to the Products and Services and supersedes all previous proposals, both oral and written, representations, writings, and all other communications between the parties. Company may modify, update, discontinue, or replace features, functionality, APIs, integrations, or other components of the Products and Services from time to time, provided that Company will not materially reduce the core functionality of the Products and Services during an active paid Order. Company may make changes at any time to address security, legal, operational, or technical issues. Company reserves the right, at its discretion, to update, change, modify, add, or remove portions of this Agreement, including any incorporated policies, product documentation, pricing or tier materials, usage limits, feature descriptions, or other online terms (“Agreement Updates”), by providing you notice through any reasonable means, including by e-mail, through the Products and Services, in your account settings/admin console, by posting on Company’s website, or through any other notice made available by Company. Agreement Updates will become effective on the date stated in the notice or, if no date is stated, upon posting or availability, except that material Agreement Updates will apply prospectively and will become effective no earlier than fourteen (14) days after notice, unless the update is required by applicable law, relates to new features, Free Subscriptions, beta or trial offerings, usage limits, security, abuse prevention, service integrity, or non-material administrative, operational, or clarifying changes, in which case the Agreement Update may become effective immediately. If you object to any Agreement Update, your exclusive remedy is to stop using the Products and Services before the effective date of such Agreement Update. Your continued access to or use of the Products and Services after the effective date of any Agreement Update shall constitute your binding acceptance of the Agreement Update. No Agreement Update will retroactively modify the parties’ rights or obligations with respect to any claim that accrued before the effective date of such Agreement Update, unless expressly permitted by applicable law.
Publicity. Company may identify you as a customer and use your name and logo in Company’s customer lists, websites, presentations, marketing materials, and sales materials, subject to any trademark usage guidelines provided by you to Company in writing. Company will not issue any press release announcing you as a customer without your prior written approval.
Relationship between the Parties: The parties are independent contractors and these Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. There are no third-party beneficiaries under these Terms.
Waiver, Severability: Neither party’s failure to exercise or enforce any right or provision of the Agreement will constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and agree that the other provisions of the Agreement remain in full force and effect.

If you have any questions about these Terms, please contact legal@dash0.com.