Dagster Cloud Terms of Service
Last Updated: June 17, 2022
If you signed a separate Cover Page to access the Dagster Cloud Service with the same account, and that agreement has not ended, the terms below do not apply to you. Instead, your separate Cover Page applies to your use of the Product.
This Agreement is between Elementl, Inc. and the company or person accessing or using the Cloud Service. This Agreement consists of: (1) the Order Form and (2) the Key Terms, both of which are on the Cover Page below, and (3) the Common Paper Cloud Service Standard Terms Version 1.0. Any modifications to the Standard Terms made in the Cover Page will control over conflicts with the Standard Terms. Capitalized words have the meanings given in the Cover Page or the Standard Terms.
If you are accessing or using the Cloud Service on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company. By signing up, accessing, or using the Product, Customer agrees to be bound by the terms and conditions of this Agreement.
Cloud Service: The control plan for data orchestration made available by Provider, which includes its web-hosted application, its application program interfaces, and the forms and documents made available through the Product.
Subscription Start Date: The date Customer first selects a plan within the Cloud Service.
Subscription Period: 1 month
Non-Renewal Notice Period: At least 30 days before the end of the then current Subscription Period.
Use Limitations: The limitations set by the control plan selected by Customer.
Free Trial: If you register for a free trial, you will not be charged a subscription fee for a period of up to 30 days.
Fees: Fees will be automatically charged based on the applicable Cloud Service plan ordered by Customer. Provider may suspend Customer’s access to the Cloud Service upon written notice for Customer’s failure to pay any applicable fees. Provider will promptly restore the suspended Customer’s access to the Cloud Service upon receipt of all applicable fees owed.
Payment Period: Monthly
Invoice Period: Monthly
Customer: The company or person who accesses or uses the Product. If the person accepting this Agreement is doing so on behalf of a company, all use of the word “Customer” in the Agreement shall mean that company.
Provider: Elementl, Inc.
Effective Date: The date Customer first accepts this Agreement.
Provider Covered Claims: Any action, proceeding, or claim that the Cloud Service, when used by Customer according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon a third party’s intellectual property or other proprietary rights.
Customer Covered Claims: Any action, proceeding, or claim (1) that the Customer Content, when used according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon a third party’s intellectual property or other proprietary rights; and (2) arising from or relating to Customer’s breach or alleged breach of Section 2.1 (Restrictions on Customer).
General Cap Amount: The fees paid or payable by Customer to Provider in the 12-month period immediately before the claim.
Increased Cap Amount: 5x the General Cap Amount
Increased Claims: An Indemnifying Party’s indemnification obligation under Section 10 (Indemnification). A breach of Section 4 (Privacy & Security). A breach of Section 12 (Confidentiality).
Governing Law: The laws of the State of California.
Chosen Courts: The state or federal courts located in San Francisco, California.
For Provider: email@example.com
For Customer: The main email address for Customer’s account
Changes to the Standard Terms
Restrictions: The following is added as Section 2.1(c) – Customer shall not input, upload, transmit, or otherwise provide to or through the Cloud Service any information or materials that contain, transmit, or activate any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data processed thereby.
Publicity Rights: Modifying Section 14.7 of the Standard Terms, Provider may identify Customer and use Customer’s logo and trademarks on Provider’s website and in marketing materials to identify Customer as a user of the Cloud Service. Customer hereby grants Provider a non-exclusive, royalty-free license to do so in connection with any Customer-approved marketing, promotion, or advertising of Provider or the Cloud Service during the length of the Agreement.
Open source components: Certain aspects of the Software, such as the Dagster Agent, may be distributed “open source” software modules and components (“Open Source Components”). Provider will use reasonable efforts to deliver to Customer any notices or other materials (such as source code) required under the terms and conditions applicable to such Open Source Components. Provider will provide a list of Open Source Components for a particular version of any distributed portion of the Software, on Customer’s request. To the extent required by the licenses covering such Open Source Components, the terms of such licenses will apply to such Open Source Components in lieu of the terms of this Agreement. To the extent the terms of such licenses prohibit any of the restrictions in this Agreement with respect to any particular Open Source Component, such restrictions will not apply to such Open Source Component. To the extent the terms of such licenses require Provider to make an offer to provide source code or related information in connection with the Open Source Component, such offer is hereby made.