Valid from 2025-05-12
VESPA.ai – MASTER SERVICES AGREEMENT AND GENERAL TERMS
This Vespa.ai Master Services Agreement is entered into and becomes effective as of the Effective Date and is entered into by and between Vespa.ai Norway AS (“Vespa.ai”) and the Customer (as defined in the Order Forms), each a “Party” and collectively the “Parties”, which shall govern Customer’s use of the Services.
1. STRUCTURE OF THE AGREEMENT
1.1 The Agreement applies to Products that you purchase or otherwise acquire the right to access or use, including Subscriptions, Professional Services, Online Services and other Vespa.ai offerings (the “Products”, as further defined in Section 15), whether obtained directly from Vespa.ai or from a Business Partner. Affiliates of either Party may conduct business under the Agreement by signing an Order Form or other document that references these General Terms and may include additional terms relating to pricing, local requirements or other transaction details. Specific pricing established in an Order Form does not extend globally unless specifically agreed.
1.2 If you order Vespa.ai Products from a Business Partner, any agreement that you enter into with the Business Partner is solely between you and the Business Partner and will not be binding on Vespa.ai (except to the extent that your agreement with a Business Partner references to this Agreement).
1.3 The Customer’s right to use the Products is expressly conditioned on acceptance of the Agreement. By signing the Order Form or clicking the “ACCEPT” button (in connection with the registration process during which this Agreement has been presented, in which case your acceptance constitutes an Order Form) and/or using the Products, Customer is unconditionally consenting to be bound by and is becoming a Party to this Agreement. If you are accessing the Products on behalf of your employer or another entity, you represent and warrant that you have the authority to agree to this Agreement on its behalf. If you do not have such authority, or if you do not agree with this Agreement, you must not accept this Agreement and you (and the Customer) may not use the Products.
2. VESPA.AI SUBCONTRACTORS
2 Vespa.ai may at any time, and without notice, use the services of one or more Affiliates or third parties in connection with the performance of its obligations under the Agreement. Vespa.ai shall be responsible for the performance of its subcontractors, subject to the terms and conditions of the Agreement. The Parties may agree on the practical implications and distribution of obligations with respect to Vespa.ai’s use in the Order Form or statement of work.
3. TECHNICAL COOPERATION
3.1 The Customer shall cooperate in good faith with Vespa.ai to configure and enable delivery of the Products.
3.2 If delivery of Products is dependent on Customer Content, then Customer is responsible for delivering its Content per Vespa.ai’s guidance and is solely accountable for: (i) all account bandwidth usage and activity; (ii) associated charges and costs; (iii) monitoring application usage patterns; (iv) assessing network and Product suitability; (v) implementing token authentication and securing account credentials and Customer Data; and (vi) backing up all Customer Content, Customer Data and End User Data.
4. TERM AND TERMINATION
4.1 Term. The Agreement will commence on the Effective Date and continue unless and until terminated pursuant to the terms hereof (the “Term”).
4.2 Termination for convenience. Unless a specific service end date is specified or otherwise is agreed in an Order Form or Product Appendix, the Customer may terminate the Agreement or individual Products without cause upon sixty (60) days prior written notice, and Vespa.ai may terminate the same without cause upon thirty (30) days prior written notice. Subscriptions automatically renew for successive terms of the same duration as the original term, unless either Party gives written notice to the other Party of its intention to not renew at least sixty (60) days (for Customer) or thirty (30) days (for Vespa.ai) before the expiration of the Subscription term.
4.3 Termination for cause. Either Party may terminate this Agreement for cause if the other Party: (i) has a receiver or administrator appointed, (ii) makes an assignment for creditors, (iii) undergoes bankruptcy proceedings which are not dismissed within 60 days, (iv) is liquidated or dissolved, (v) ceases business operations, or (vi) materially breaches the Agreement, with a 30-day cure period for Vespa.ai or 10 days for the Customer. Vespa.ai may also terminate for non-payment within 30 days of invoicing as set out in 5.2; and terminate or suspend Products without notice to prevent fraud, protect its network, avoid legal violations, enforcement or prevention of, subject to Vespa.ai’s sole discretion, violation of use restrictions or Customer’s representations or warranties under the Agreement, or if Vespa.ai stops offering the Services.
4.4 Effects of termination. Upon termination (i) all Customer rights to access or use Products and any other Vespa.ai Intellectual Property Rights shall cease, (ii) Customer shall pay all unpaid fees or charges accrued, (iii) all liabilities accrued before termination shall survive and (iv) as directed by Vespa.ai, Customer shall return or destroy, and certify in writing such destruction of, all copies of Vespa.ai Confidential Information.
5. FEES AND PAYMENT
5.1 Taxes. Vespa.ai charges exclude Taxes, which the Customer must pay unless a valid tax exemption certificate is provided. If such a certificate is submitted, Vespa.ai will apply the appropriate exemption from the receipt date. The Customer must notify Vespa.ai in writing if Customer disputes application of any Tax within three months of the invoice date; otherwise, Customer is bound to the invoiced amounts. If withholding taxes are legally required, the Customer should increase payments so Vespa.ai receives the full amount due. The Customer must also remit withheld taxes to the relevant authority and promptly provide Vespa.ai with proof of payment.
5.2 Payment. Customer will be invoiced electronically and monthly in arrears pursuant to the license fees and Product rates set out in the relevant Order Form. If no fees or rates are set out in the relevant Order Form, the then current rates set forth at https://cloud.vespa.ai/pricing shall apply. All payments are due within thirty (30) days of the date of invoice. Vespa.ai charges shall be invoiced and payable in United States dollars, unless otherwise mutually agreed in writing.
5.3 Unpaid Invoices. If an invoice remains unpaid for 30 days, Vespa.ai may (i) suspend Products, (ii) apply a late fee at 1.5% per month or the legal maximum, (iii) require a deposit or security for payment, or (iv) pursue other available remedies. To dispute an invoice, the Customer must, within 15 days, (i) pay the amount and (ii) notify Vespa.ai with dispute details and supporting documents; otherwise, the right to dispute is waived. The Parties will work to resolve disputes promptly.
5.4 Guarantee. If Vespa.ai has concerns about the Customer’s ability to pay, it may require a cash deposit or other security as payment guarantee.
6. CUSTOMER CONTENT AND USE OF PRODUCTS
6.1 Customer Content. Customer or its licensors retain ownership of Customer Content. Customer represents and warrants that: (a) Customer has the necessary rights or permissions to use Customer Content; (b) the use of Customer Content by you, your Authorized Users, and Vespa.ai and its affiliates, vendors, and subprocessors does not misappropriate, violate or infringe the intellectual property rights or privacy rights of any third party, and all such use is lawful. Customer is prohibited from using the Products to store, create, or deploy any portion of Your Content that is regulated under the International Traffic in Arms Regulations (ITAR). Customer is responsible for ensuring that Customer Content is authorized for export, distribution, and use under the Export Administration Regulations (EAR) and other applicable laws and regulations, including privacy laws, and Vespa.ai reserves the right to review Customer Content for compliance purposes. Vespa.ai is not responsible under any circumstances for any claims, damages, or other actions relating to Customer Content. Customer agrees to promptly remove any Customer Content that violates the foregoing.
6.2 License for Customer Content. Customer grants to Vespa.ai, and to any third party providers on whose services Vespa.ai may depend to provide the Products, a worldwide, non-exclusive, royalty-free license to make, use, reproduce, distribute, import, perform, and display Customer Content solely in connection with providing the Products to Customer. Except as set forth in this Section 6.2, Vespa.ai obtains no rights in Customer Content.
The above license does not grant Vespa.ai or any third party the right to access or interpret information contained in Confidential Customer Content unless explicitly authorized by the Customer. Such access, if permitted, will adhere strictly to Section 8.3. Vespa.ai and third-party providers are permitted to process, store, and manage Confidential Customer Content solely to enable the provision of Products, but must do so in a manner that ensures no access or interpretation of the content’s specifics occurs.
6.3 Liability for use. The Products have not been tested in all situations under which they may be used. Vespa.ai will not be liable for the results obtained through use of the Products and Customer is solely responsible for determining appropriate uses for the Products and for all results and liabilities of such use. Products are not specifically designed, manufactured or intended for use in relation to nuclear facilities; aircraft control, navigation, or communication systems; weapons systems; direct life support systems; or other similar hazardous environments.
6.4 Use policies. Customer must adhere to Vespa.ai’s usage directions and policies. Customer must not use the Products for activities that are illegal, harmful, or offensive, including but not limited to: (i) illegal content dissemination; (ii) compromising physical or digital security; (iii) handling sensitive personal, health or financial data; (iv) unauthorized network connections; (v) sending spam; (vi) benchmarking or creating competitive services; (vii) manipulating mail headers or impersonation; (viii) collecting use policy-violating responses; or (ix) supporting weapons or terrorism.
6.5 Monitoring. Vespa.ai or its hosting provider may monitor Customer Content to determine compliance with this Agreement and any other operating rules that may be established by Vespa.ai from time to time.
7. PERSONAL DATA
7 The Parties acknowledge and agree that the Products may involve the processing of personal data as part of the processing of Customer Data and End User Data, provided any processing of such personal data occurs exclusively at the direction and discretion of Customer, as exercised through workflows or other agreed means. Vespa.ai will only access, use, transfer or disclose to any third party such personal data to provide the Products and maintain ongoing business operations and in compliance with the Data Processing Agreement. Customer represent and warrant that your provision (and Vespa.ai’s use) of Customer Data, Customer Content and End User Data under this Agreement will not require any additional consents or licenses, will comply with applicable law, and will not violate any intellectual property, proprietary, privacy, or other right of any third party.
8. CONFIDENTIALITY
8.1 Confidentiality Obligations. During the Term and for three years after, the Receiving Party shall not use, copy, or disclose Confidential Information except as allowed herein. All Confidential Information remains the property of the Disclosing Party. The Receiving Party must safeguard it using procedures at least as stringent as those for its own confidential information of a similar nature. Disclosure is permitted to representatives with a need to know who are bound by a similar confidentiality obligation. Disclosure is also allowed to comply with legal requirements, provided reasonable notice is given to the Disclosing Party (unless prohibited by law), and only the necessary information is disclosed. Transmission or storage of data within Vespa.ai’s network does not constitute disclosure.
The Receiving Party must notify the Disclosing Party of any unauthorized use or disclosure and work to prevent further breaches. If Receiving Party violates or threatens to violate this Section 8, Disclosing Party shall be entitled to seek injunctive relief without the need to post bond, in addition to any other available legal or equitable remedies.
8.2 Feedback. If Customer provides to Vespa.ai suggestions, enhancement requests, recommendations, statistics or other comments or information regarding experience with the Services (“Feedback”), Customer agrees that Vespa.ai may use all Feedback provided in any manner and without limitation, attribution or any compensation due in any form. All such Feedback shall be deemed Vespa.ai’s Confidential Information.
8.3 Confidential Customer Content. Notwithstanding anything to the contrary in this Agreement, no Vespa.ai employee or team member shall be allowed to access any Confidential Customer Content in relation to the provision of Online Services without the prior explicit consent of Customer. If consent is granted, access to Confidential Customer Content shall in all events be limited in time, audited and closely monitored by Vespa.ai and used by Vespa.ai solely for the express purpose for which access has been granted.
9. RESERVATION OF RIGHTS
9.1 Vespa.ai and its licensors and suppliers retain all rights to Intellectual Property Rights and intangible property relating to the Products, including but not limited to copyrights, patents, trade secret rights, and trademarks and any other Intellectual Property Rights therein unless otherwise indicated. Customer acknowledges that any and all Intellectual Property Rights to the Products and any Vespa.ai documentation or other materials that Customer is given access to by Vespa.ai, including any amendments, modifications, changes or improvements made thereto, shall be the sole and exclusive property of Vespa.ai, or its licensors or suppliers (as the case may be).
9.2 Vespa.ai grants to Customer only those rights expressly granted in the Agreement with respect to the Products and reserves all other rights in and to the Products (including all Intellectual Property Rights). With the sole exception of the license granted pursuant to the Product Appendices, nothing in the Agreement shall be construed to transfer or license any Intellectual Property Rights from Vespa.ai, or any of its licensors or suppliers to Customer or any third party.
9.3 Vespa.ai may collect and use for any purpose aggregate anonymous data about your use of the Products or general knowledge obtained that is not Confidential Information. Nothing in this Agreement will limit Vespa.ai from providing software, materials, or services for itself or other clients, irrespective of the possible similarity of such software, materials or services to those that might be delivered to you. Nothing will prohibit or restrict either Party’s right to develop, use or market products or services similar to or competitive with the other Party; provided, however, that neither Party is relieved of its obligations under this Agreement.
9.4 If a third party asserts to Customer that the Products, in whole or in part, infringe any third party Intellectual Property Rights, then Customer will inform Vespa.ai in writing as soon as possible. Vespa.ai, or whoever Vespa.ai appoints, shall deal with any such bona fide claims at its own expense. Customer shall, to a reasonable extent, assist Vespa.ai in the defence of such third party claim.
10. REPRESENTATIONS AND WARRANTIES
10.1 Each Party represents and warrants that: (a) it has the requisite authority to enter into and fulfil this Agreement; (b) it has obtained and will adhere to necessary third-party and governmental consents, licenses and permits; (c) no existing legal or contractual obligations hinder their participation in this Agreement; (d) necessary corporate actions have authorized this Agreement’s enactment and delivery; and (e) it shall comply with all applicable laws, rules and regulations in its performance hereunder.
10.2 Customer represents and warrants that Customer and its Affiliates are not, and that none of Customer’s known End Users are, (a) designated on any governmental list of restricted parties; (b) located in or otherwise ordinarily resident in any country where governmental sanctions or embargo provisions prohibit the provision of the Products; or (c) otherwise prohibited from using, benefiting from or accessing the Products.
10.3 Customer hereby acknowledges that the Products may include utilization of Vespa which is an open source software and the use contemplated of this open source software is subject solely to the following license terms: https://github.com/vespa-engine/vespa/blob/master/LICENSE. Vespa.ai disclaims any responsibility for defects or errors inherent in the open source software itself. The open source software is provided ‘as-is’ under its own license terms, with no warranties or guarantees from Vespa.ai.
11. DISCLAIMER
11 Customer’s use of the Products is at its sole risk. The Products are provided “as is”. Vespa.ai and its licensors, suppliers and distributors disclaim all warranties, express or implied, to the extent allowed by mandatory law, including without limitation implied warranties of merchantability, satisfactory quality, fitness for a particular purpose or need, and non-infringement. Further, Vespa.ai and its licensors and suppliers do not warrant or make any representations that the Products are free of defects, secure, virus free, able to operate on an uninterrupted basis, or that errors in the services will be corrected. Vespa.ai and its licensors, suppliers and distributors also do not warrant or make any representations regarding the quality, accuracy, or completeness of content or data downloaded, uploaded, or transferred using the service.
12. LIMITATION OF LIABILITY
12.1 General Limitation. To the extent allowed by mandatory law, in no event shall Vespa.ai be liable for indirect, incidental, special, consequential, punitive or exemplary damages of any kind. Vespa.ai shall have no liability for bandwidth theft, denial of service attacks or other malicious acts by third parties. Vespa.ai’s aggregate liability for any and all causes of actions, claims and damages in connection with this Agreement is limited to the lesser of (a) direct damages proven by Customer or (b) the amount of fees or charges paid by Customer to Vespa.ai during the six (6) month period before the date on which any claim arose.
12.2 Force Majeure. Neither Party is liable for delays or failures due to unforeseen events beyond their control (“Force Majeure Event“). Payment for Products before such events may be delayed but not excused. The affected Party must notify the other promptly, and obligations are suspended during the Force Majeure Event. If a Product or payment or other obligation cannot be performed for 30 days, either Party may terminate it, with Vespa.ai entitled to payment for all accrued fees. Each Party bears its own costs, and Vespa.ai has no further service obligations affected by the event.
13. INDEMNIFICATION
13.1 Indemnification. Customer shall, at its cost, defend, indemnify and hold harmless Vespa.ai and its officers, directors, employees, agents and permitted successors and assigns (each a “Vespa.ai Indemnitee“) through a final judgment or settlement, from and against any third-party claim, action, suit, proceeding, judgments, settlements, losses, damages, expenses (including reasonable legal fees and expenses) and costs (including allocable costs of in-house counsel) (“Claim“) brought against a Vespa.ai Indemnitee arising out of or based upon (a) loss of or damage to real or tangible personal property to the extent that such Claims were alleged to have been proximately caused by any negligent act, omission or willful misconduct of Customer, its agents or employees, (b) operation or use of Customer’s products, websites or services, (c) Customer Content, (d) unauthorized use of or access to hardware, software and systems used by Vespa.ai to provide services, (e) Vespa.ai’s compliance with Customer specifications, (f) a combination or modification of the Services or Vespa.ai equipment by or on behalf of Customer by anyone other than Vespa.ai or its authorized agents, (h) use of other than the then-current, unaltered release of any Vespa.ai-provided software used in the Service, or (i) a breach by Customer of its obligations under the Vespa.ai Data Processing Terms and Conditions.
13.2 Process. The Vespa.ai Indemnitee shall (a) promptly provide notice to Customer of any Claim for which indemnity is claimed (provided, that, any delay in providing notice shall not relieve Customer of its obligations hereunder, except to the extent that Customer is materially prejudiced by such delay), (b) permit Customer to control the defence of any such Claim and (c) provide reasonable assistance at Customer’s reasonable cost. Subject to the foregoing, in any Claim for which indemnification is sought, Customer may select legal counsel to represent the Vespa.ai Indemnitee (such counsel to be reasonably satisfactory to the Vespa.ai Indemnitee) and to otherwise control the defence. If Customer elects to control the defence, the Vespa.ai Indemnitee may fully participate in the defence at its own cost. If Customer, within a reasonable time after receipt of notice of Claim, fails to defend the Vespa.ai Indemnitee, the Vespa.ai Indemnitee may defend and compromise or settle the Claim at Customer’s cost. Notwithstanding the foregoing, Customer may not consent to entry of any judgment or enter into any settlement that imposes liability or obligations on the Vespa.ai Indemnitee or diminishes the Vespa.ai Indemnitee’s rights, without obtaining the Vespa.ai Indemnitee’s express prior consent, such consent not to be unreasonably withheld or delayed, other than cessation of infringing activity, confidential treatment of the settlement, and/or payment of money that is fully indemnified by Customer under this Agreement.
14. GENERAL
14.1 Complete Agreement. This Agreement is the complete agreement between the Parties regarding its subject matter and replaces all prior agreements and proposals. Any terms Customer provides to Vespa.ai, such as in purchase orders, are void unless they are in an Order Form and explicitly accepted by Vespa.ai. If there is a conflict between the General Terms, Product Appendices, or an Order Form, the General Terms will prevail unless the Appendices or Order Form specify otherwise. Except as otherwise expressly stated herein, no amendment to this Agreement is valid unless in writing and signed by both Parties.
14.2 No Third-Party Beneficiaries. This Agreement is not intended to be for the benefit of, and will not be enforceable by, any third-party including (without limitation) any insurance providers or Customers.
14.3 Non-solicitation. During the term of this Agreement and for a period of twelve (12) months following its termination or expiration, the Customer agrees not to, directly or indirectly, solicit, recruit, or hire any employee or consultant of Vespa.ai or its Affiliates, nor encourage any such individual to terminate their employment or engagement with Vespa.ai or its Affiliates. In the event of a breach of this non-solicitation obligation, the Customer agrees to pay Vespa.ai a liquidated damages fee equal to twice the annual salary of the relevant employee or consultant. The Parties acknowledge that this amount is a reasonable estimate of the damages Vespa.ai would incur due to such a breach and is not a penalty.
14.4 Publicity. Customer shall not use Vespa.ai’s identifying symbols or otherwise refer to Vespa.ai, except as with Vespa.ai’s express prior written consent. Customer grants Vespa.ai permission to use Customer’s logo and/or name on the Vespa.ai website, and for sales and marketing purposes. All other uses of Customer’s proprietary identifying symbols shall be subject to Customer’s consent, which shall not be unreasonably withheld.
14.5 Assignment. Neither Party may assign this Agreement or parts of it without the other Party’s prior written consent except that Vespa.ai may freely assign its rights and obligations (a) to an Affiliate or (b) in connection with a Change of Control. This Agreement shall be binding upon and inure to the benefit of all permitted successors and assigns.
14.6 Export Controls. The Products, Confidential Information, software, technology, content, or other materials covered under this Agreement may be subject to the import and export control laws of the United States and Norway and other applicable countries. Customer agrees to comply with all applicable export and import laws and regulations.
14.7 Anti-corruption Compliance. Customer agrees to comply with all applicable anti-corruption laws. Customer represents and warrants that in the performance of its obligations under this Agreement, it has not nor will it act in violation of anti-corruption laws. Customer must keep accurate books and records in relation to this Agreement and make those records available to Vespa.ai upon request and with reasonable notice.
14.8 Survival. The Parties’ rights and obligations which by their nature must survive termination of expiration of the Agreement in order to achieve its fundamental purpose, including as set forth in Sections 5.3 (Invoice Disputes), 8 (Confidentiality), 9 (Reservation of Rights), 11 (Disclaimer), 12 (Limitation of Liability), 12.2 (Indemnification) and 14 (Miscellaneous), shall survive termination or expiration of this Agreement.
14.9 Governing Law and Jurisdiction. This Agreement, the interpretation thereof and any dispute arising between the Parties related to this Agreement, shall be exclusively governed by the laws of Norway and any and all disputes arising out of or relating to the Agreement shall be brought exclusively to the courts of Trondheim, Norway. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
15. DEFINITIONS
15.1 In addition to definitions elsewhere in this Agreement, the following definitions shall apply:
| Term | Definition |
|---|---|
| Affiliate | means an entity which at the relevant time is directly or indirectly Controlled by, Controlling or under common Control with a Party, now or in the future. An entity shall “Control” another entity when it owns more than 50% of the equity or other voting interests, or otherwise has primary management or operational responsibility. |
| Agreement | means these General Terms, any applicable Product Appendices (which may include end use license agreements) applicable to Customer’s Products, and, if applicable, any and all Order Forms, as well as any other appendices, attachments or legal terms made applicable by reference therein or hereto. |
| Business Day | means any calendar day that is neither a Saturday, a Sunday or a public holiday in Norway. |
| Business Partner | means a distributor, reseller, OEM or other third party authorized to resell or distribute Vespa.ai Products. |
| Change of Control | means one or more transactions whereby (a) Control of a Party is transferred, directly or indirectly, whether by operation of law or otherwise, (b) all or substantially all of such Party’s assets or equity securities are acquired by a natural or legal person or (c) such Party is merged or consolidated with or into another entity; provided, that, in any case, such Party’s equity owners of record immediately before such transaction(s) shall, immediately after such transaction(s), hold less than 50% of the voting power of the succeeding, acquiring or surviving entity. |
| Confidential Customer Content | means categories of Customer Content used in relation to Online Services, and which are defined by Vespa.ai as sensitive to the Customer, as further specified by Vespa.ai’s at all times latest security whitepaper versoin (available at https://cloud.vespa.ai/en/security/whitepaper). This includes, but is not limited to, configuration server data, node data and logs and core / heap dumps as defined in the whitepaper. |
| Confidential Information | means any information that the disclosing Party, its Affiliates or agents (each, “Disclosing Party”) discloses during the Term to the receiving Party, its Affiliates or agents (each, “Receiving Party”) which is Confidential Customer Content, or is designated as confidential by the Disclosing Party or which the Receiving Party reasonably should understand is confidential due to the circumstances of disclosure or the nature of the information, and that relates to Disclosing Party, its products, services, developments, trade secrets, know-how, or personnel. “Confidential Information” shall not include information that (a) was already known to Receiving Party without an obligation of confidentiality at the time of disclosure; (b) is or becomes publicly known or available through no wrongful act of Receiving Party; (c) is rightfully received from a third party without restriction and without breach of this Agreement; (d) is developed by a party without the use of any proprietary, non-public information provided by the other party under this Agreement; (e) information and data intended for, and necessary to implement the, transmission to and from end-users; or (f) the information is licensed under an open source license (as defined by the Open Source Initiative (https://opensource.org) |
| Customer Content | means any information, data, materials or content provided by Customer for and used in association with the Products, including applications, software code, documentation, materials, information, text files, or images. |
| Customer Data | means information that identifies Customer, that is provided to Vespa.ai for purposes of account creation, billing, authentication, authorization or configuration, and may include Customer’s name, contact and billing information, IP address, hostnames and other metadata required for Services configuration (e.g., delivery or ingest). |
| Data Processing Agreement | means the at all times latest version of the Vespa..ai Data Processing Agreement, to be updated from time to time, available at https://vespa.ai/data-processing-agreement/ or https://vespa.ai/product-terms/, as referenced in Section 7 above and included herein by reference. |
| Effective Date | means the date of the last of the Parties’ signatures below or on the applicable Order Form, whichever is first. |
| End User | means a person who uses, benefits from, or accesses the Services via Customer’s services or online site. |
| End User Data | means information that identifies an End User and is necessary to implement and use the HTTP or HTTP/S protocol in connection with providing the Services, including IP address. |
| General Terms | means the terms contained in this document. |
| Intellectual Property Rights | means all patents, copyrights, trade secrets, trademarks and service marks, trade names, trade dress, goodwill and marketing rights related thereto, works of authorship, inventions, discoveries, improvements, enhancements, methods, processes, formulas, designs, techniques, derivative works, know how, all other intellectual property or proprietary rights (registered or not) and equivalents or similar forms of protection existing worldwide, and all applications for and registrations in such rights. |
| Non-Standard Version | means an older version of Vespa than the newest minor or major version change, as further defined in Section 2 below. |
| Online Services | means Vespa.ai branded cloud or hosted services offerings and support services, such as Vespa Cloud. |
| Order Form | means Vespa.ai’s standard ordering document(s) or online purchasing form used to order Products, as accepted in writing by Vespa.ai. |
| Products | means Software, Services and other Vespa.ai branded offerings made available by Vespa.ai, excluding Vespa Open Source. |
| Product Appendices | means the Vespa.ai Product Appendices (a) set forth here https://vespa.ai/product-terms/; or (b) for Professional Services, that are also incorporated into an applicable statement of work or Order Form. |
| Professional Services | means consulting services provided by Vespa.ai, as further defined in the relevant Product Appendix and Order Form(s). |
| Services | means Vespa.ai branded services offered as subscriptions, Professional Services, Online Services, or other services offered by Vespa.ai, excluding provision Vespa Open Source. |
| Software | Means software products and services provided by Vespa.ai, excluding Vespa Open Source. |
| Subscription | means a time bound Vespa.ai offering. |
| Taxes | means any applicable local, foreign, sales, use, excise, utility, gross receipts, value-added and other taxes, tax-like charges, and tax-related and other surcharges, including any related penalties and interests however designated. |
| Vespa Open Source | means open-source licensed Vespa software (https://github.com/vespa-engine/vespa/blob/master/LICENSE) |
| Your Products / Customer’s Products | means the Vespa.ai Products that you have purchased, licensed, or otherwise acquired the right to access or use. |
PRODUCT APPENDIX
VESPA.ai SOFTWARE PRODUCTS
This Product Appendix (including any attached Exhibits and relevant Order Forms) governs the use of Software and Software Subscriptions offered by Vespa.ai and is subject to the Vespa.ai Master Services Agreement General Terms available at https://vespa.ai/product-terms/, or, as applicable, another base agreement between you and Vespa.ai.
Capitalized terms without definitions in this Product Appendix, have the meaning defined in the base agreement. In the event of a conflict between this Product Appendix and any Exhibit to this Product Appendix, the terms of the Exhibit control.
Vespa.ai may modify this Product Appendix by posting a revised version at https://vespa.ai/product-terms/, or by providing notice using other reasonable means. If you do not agree to the revised version then, (a) the existing Product Appendix will continue to apply to Software and Subscriptions you have purchased as of the date of the update for the remained of the then-current term; and (b) the revised version will apply to any new purchases or renewals made after the effective date of the revised version.
16. SCOPE
16.1 This Product Appendix apply to the Software and Products provided by Vespa.ai to the Customer in the relevant Order Form. This Product Appendix does not apply to Professional Services or Online Services or other maintenance service offerings managed by Vespa.ai, and does not give the Customer the right to receive any such services from Vespa.ai.
16.2 Additional terms may apply to the Software or specific features therein used by Customer, which will in such cases be made available by Vespa.ai.
16.3 Customer hereby acknowledges that the Software may include utilization of Vespa Open Source, which is an open source software stack and the use contemplated of Vespa Open Source is solely subject to the following license terms: https://github.com/vespa-engine/vespa/blob/master/LICENSE. Software subject to such open source license terms are not regulated by this Product Appendix or the Agreement, and shall not constitute Vespa.ai Software.
16.4 Nothing in this Agreement is intended to limit your rights to software code under the terms of a free and open source software license, including your rights to use, copy, modify and distribute Software in accordance with such licenses. Unauthorized use of Vespa.ai Software that may constitute a breach of this Agreement, may not necessarily affect your rights under the free and open source software licenses that govern the Software. Upon termination or expiration of this Agreement, you will no longer have access to future Software maintenance or similar Services provided by Vespa.ai, but you will continue to have all of your rights under the free and open source software licenses.
16.5 The Agreement govern the Customer’s use of Vespa.ai Software however they were acquired or accessed, including without limitation directly from Vespa.ai, through a Business Partner, authorized distributor, reseller, online app store or other marketplaces.
17. THRID PARTY OFFERINGS
17.1 In connection with the Software offerings, Vespa.ai may make available or you may use third party software, services, data, or operators to enable the software or services of third parties (“Third Party Offerings”). Third Party Offerings are governed by the terms provided by the third parties and you agree to obtain the necessary rights to use such Third Party Offerings. Vespa.ai and its licensors and vendors have no obligations or liability with respect to such third party or the Third Party Offerings. Third Party Offerings do not constitute Vespa.ai Products. You shall not hold Vespa.ai responsible, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such third party Intellectual Property Rights.
18. LICENSE GRANT
18.1 Subject to the Customer’s continued compliance with the terms of the Agreement and the timely payment of the applicable fees, Vespa.ai hereby grants to Customer, for the term set out in the relevant Order Form or until terminated earlier in accordance with the Agreement, a non-exclusive, non-transferrable, non-sublicensable limited right to install, subscribe to and/or access (as the case may be) and use the Vespa.ai Software in the version made available to Customer by Vespa.ai:
- 18.1.1 Solely for Customer’s internal business purposes, unless otherwise separately agreed with Vespa.ai;
- 18.1.2 in accordance with documentation provided by Vespa.ai for the Software; and
- 18.1.3 solely within the usage capacities, machine resource limitations and number of permitted users as agreed in the relevant Order Form or current applicable pricing structure.
18.2 The Customer agrees not to provide access to the Software to, or use them for the benefit of, a third party. Software may be used by third parties acting on your behalf, such as contractors or outsourcing vendors, provided that Customer is fully responsible for the activities and omissions of the third parties acting on Customer’s behalf.
18.3 Unless otherwise agreed in an Order Form, Software will be provided, or Software Subscriptions will begin, on the earlier of the date of purchase or first use the Subscription.
18.4 Limitations with respect to e.g. the duration, capacity, machine resources, number of users, installations or sites applicable, as well as the fees payable by Customer in respect thereof, are set out in the relevant Order Form and in other information provided by Vespa.ai.
18.5 The Customer’s rights to the Software granted herein and in the relevant Order Form will cease upon the expiration, termination or suspension of the Agreement.
18.6 The Vespa.ai Software and Subscriptions may be provided to Customer in the form of access to the Vespa.ai Software through the internet as-a-service (“SaaS”). Access to SaaS Software will be provided through cloud infrastructure as described in Vespa.ai documentation and as amended by Vespa.ai from time to time. Additional Products and Services terms concerning the Customer’s Subscription to the SaaS delivery of the Vespa.ai Software may apply, and will in such cases be made available by Vespa.ai. The Customer acknowledges that the infrastructure used by Vespa.ai in order to offer SaaS Software is not intended to provide the Customer with data storage or hosting capabilities. The infrastructure hosting SaaS Software is solely intended to enable Customer to access and use the Vespa.ai SaaS Software. Vespa.ai may define limitations on usage capacity, storage and performance to a level Vespa.ai deems necessary in the Products and Services terms for use of the Vespa.ai SaaS Software. Infrastructure services may be provided by third parties, which may be subject to replacement from time to time.
19. YOUR USE OF THE VESPA.AI SOFTWARE
19.1 Customer may not, directly or indirectly:
- 19.1.1 Use the Software or any parts thereof for any other purposes than set out in the Agreement;
- 19.1.2 use the Software beyond the scope of the license and/or capacities purchased;
- 19.1.3 alter, modify, translate, copy, reproduce, or create or prepare derivative works of the Software or any parts thereof, or make any attempt to do so;
- 19.1.4 decompile, disassemble, translate, or otherwise reverse engineer the Software or any parts thereof;
- 19.1.5 allow unauthorized persons to access or use the Customer’s account to the Software, unless upon Vespa.ai’s written consent or as allowed by the Agreement;
- 19.1.6 transfer, resell, sublicense or assign the licenses granted to Customer by Vespa.ai to other persons or entities without Vespa.ai’s written consent;
- 19.1.7 attempt to gain unauthorized access to any portion or feature of the Software, or any other Vespa.ai systems or networks;
- 19.1.8 disclose, publish or otherwise make publicly available any benchmark, performance or comparison tests that Customer, or a third party contracted by Customer, run on the Software, in whole or in part;
- 19.1.9 use the Software to store, process or transmit infringing, libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy or Intellectual Property Rights; or
- 19.1.10 use the Software in any manner that violates any local, national, foreign or international laws or which interferes with or disrupts the Software.
19.2 Customer is solely responsible for protecting its own account passwords and account information. Customer shall keep, and shall ensure that its employees and representatives keep, accounts and authentication credentials providing access to Software secure and confidential. Customer shall notify Vespa.ai without undue delay about any misuse of Customer’s accounts or authentication credentials or of any security incident Customer becomes aware of.
20. MONITORING AND ENFORCEMENT
20.1 The Software may collect and transmit usage information to Vespa.ai (“Usage Data“). Usage Data may be used for purposes of providing support and upgrades, optimizing performance or configuration, minimizing service impacts, identifying and remediating threats, troubleshooting, improving the offerings and user experience, responding to issues and for usage and billing purposes. Vespa.ai may use third parties to assist in the collection and processing of Usage Data.
20.2 Vespa.ai shall have the right to verify compliance with the terms of the Agreement and license limitations pursuant to this Product Appendix, through reasonable audits, monitoring of Customer’s use of the Software and other appropriate technical measures. Customer acknowledges that Vespa.ai may, from time to time and depending on the means of monitoring available with respect to each Software;
- 20.2.1 Monitor and audit Customer’s use of the Software and Customer’s compliance with any usage and resource limitations set out in the Agreement;
- 20.2.2 monitor and investigate any violations of the terms set out in the Agreement or other misuse of the Software; and
- 20.2.3 monitor, investigate and help prevent security threats, fraud, or other illegal, malicious, or inappropriate activitiy.
20.3 Vespa.ai may remove, disable access to or modify any material or resource that Vespa.ai, acting reasonably, deems to violate the Agreement.
20.4 Vespa.ai may report any activity that it suspects violates applicable law or regulations to appropriate authorities. Nothing in this Agreement shall limit in any way Vespa.ai’s rights and remedies at law or in equity that may otherwise be available.
20.5 The Customer undertakes to provide Vespa.ai with necessary access to Customer’s premises, Customer Data, Customer Content, Customer personnel and computer systems necessary to audit, monitor and enforce its rights under this Agreement. Vespa.ai may use independent third party auditors subject to customary confidentiality obligations to this effect.
21. UPDATES AND UPGRADES
21.1 Minor version change: New minor versions (e.g., release of version 7.137 from 7.136) of Vespa.ai Software may be released multiple times a week. New minor versions are backwards compatible and applications will be upgraded automatically. If the Customer’s use of the Services contains non-passing tests to the application, these will prevent such upgrades. Old versions become non-standard versions one (1) month after release of a new minor version change.
21.2 Major version change: New major versions (e.g., release of version 8.0 from 7.137) of Vespa.ai Software may be released, but no more than once annually (unless required by law or similar emergency purposes). New major versions may require actions on the part of the Customer to make applications compatible. Vespa.ai will use good faith efforts to provide at least three (3) months prior notification regarding such changes. Old versions become non-standard versions three (3) months after release of a new major version change.
21.3 Non-standard versions: If Software cannot be upgraded to a standard version due to reasons under the Customer’s control, Vespa.ai will keep operating and supporting it as a non-standard version. Vespa.ai has the right to charge Customer an additional 20% each month over the previous month’s fees for up to a maximum of one (1) year for operations and support of a non-standard version for Customer, which shall thereafter become the new annual fee until Customer upgrades to the current standard release. For example purposes only: The adjusted fee for any given month within the first year of non-standard support is calculated as such: (Initial monthly fee × (1,2) month); such that the new monthly fee thereafter will be (Initial monthly fee × (1,2)12)).
21.4 Software maintenance and support services are only provided in so far as it is agreed or described in a relevant Order Form. Such Services are regulated by a separate Product Appendix.