Terms of Service

Effective Date: August 1, 2016

By exercising any rights provided below OR BY OTHERWISE USING OR OTHERWISE ACCESSING ANY Algolia Services and/or Algolia Software (each as defined below) offered by ALGOLIA SAS, a french sas located at 88 RUE DE RIVOLI, 75004 PARIS, France (“algolia france”) if customer is located in the european union and Algolia, INc., a DELAWARE CORPORATION with an office at 589 Howard Street Suite 5 San Francisco, California 94105 (“Algolia us”) if the customer is located outside of the european union (algolia US and algolia france are collectively referred to as “algolia”), this entity, individual or organization (“Customer”) consents to be bound by this agreement, or, if applicable, by the terms of a currently effective written agreement regarding the use of the product and signed by an authorized agent of Customer and by Algolia.

1. LICENSE.

1.1 Definitions.

“Algolia Software” shall mean: (a) the object code version of any Algolia Software, and (b) any associated user documentation provided to Customer (“Documentation”) as modified by Algolia from time to time, and (c) any updates, upgrades, and/or modifications of the forgoing which are provided to the Customer pursuant to the terms of this Agreement. “Algolia Services” shall mean the online Algolia applications and platform which are made accessible to Customer by Algolia, which offers the Algolia Software on an outsourced basis. “Algolia Offline SDK” shall mean the software development kit component of the Algolia Software which Customer may use offline without being connected to the Algolia Services.

1.2 Limited License.

Subject to these Terms and Conditions, during the term of this Agreement, Algolia grants to Customer a non-exclusive, non-transferable, non-sublicensable license to use the Algolia Software and the Algolia Services solely for Customer’s internal business purposes, solely in accordance with the Documentation and solely for the scope for which Customer pays the applicable fees and subject to the limitations on Algolia’s website.

1.3 Users.

If Customer is an individual, Customer or otherwise, any employee of Customer who seeks to use the Algolia Services (each a “User”) must complete the registration form on Algolia’s website. Upon completing the registration, Algolia will open an account (the “Account”) for the User and create a hosted space for the User (the "Personal Space"). Each Account and Personal Space are specific to the registered User and it is a violation of these Terms and Conditions to share an Account or Personal Space access with any other individual. Users must contact Algolia immediately if they discover that their account has been used by any other individual. Customer and User shall indemnify and hold Algolia harmless from any improper or unauthorized use of the Algolia Services resulting from any act or omission of Customer or User.

1.4 Restrictions.

Customer shall not, and shall not authorize any third party to: (i) sublicense, use or duplicate the Algolia Software, or any portion thereof, except as expressly authorized in these Terms and Conditions; (ii) use the Algolia Software and/or the Algolia Services by, or for the benefit of any third party (provided that Customer shall be entitled to use the Algolia Services in the course of providing services to its customers and clients); (iii) modify, translate, or prepare derivative works based upon the Algolia Software and/or the Algolia Services; (iv) reverse-compile or decompile, disassemble or otherwise reverse engineer the Algolia Software, except to the extent expressly required to be permitted by applicable law; (v) rent, lease, loan, sell, transfer, or distribute the Algolia Services, or any copy or portion thereof, to any other person or entity (provided that Customer shall be entitled to use the Algolia Services in the course of providing services to its customers and clients); (vi) alter, remove, or obscure any copyright, trademark, or other proprietary notices or confidentiality legend on or in the Algolia Services or the Algolia Software; (vii) use the Algolia Services to store or transmit fraudulent, infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy or other rights; and/or (viii) use the Algolia Services to store or transmit viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs. Except for the license expressly granted by Algolia to Customer under these Terms and Conditions, Algolia reserves all right, title and interests in and to the Algolia Services and the Algolia Software and any derivative works derived therefrom, and all intellectual property rights therein.

1.5 Customer Data.

Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property rights in all data, information or material that Customer may process or submit to the Algolia Services (“Customer Data”). Customer shall own all Customer Data which shall be Customer’s Confidential Information (as defined below). Algolia will maintain appropriate and adequate security measures and policies designed to protect the Customer Data from disclosure to third parties. Algolia will promptly notify Customer as soon as is reasonably practicable if it discovers or suspects any security vulnerabilities or unauthorized access to the Algolia Services and will provide such information and cooperation as may be reasonably required to enable Customer to mitigate, remediate, and address such vulnerabilities, unauthorized access, or breach. In the event of an actual security breach, and at the recommendation of Algolia’s legal counsel, Algolia will issue a report at such time that describes: (i) the date of the security breach; (ii) a description of the disclosures involved in the security breach; and, (iii) the steps Algolia has taken to investigate the security breach, and mitigate potential harm. Algolia may use or access Customer Data (a) to manage Customer access to the Algolia Services; (b) to manage Algolia’s relationship with Customer, including the administration of contracts, orders and invoices; and (c) to comply with any legal or regulatory obligations.

1.6 Customer Obligations.

Customer understands that, in order to deliver the Algolia Services in a timely and accurate manner, Algolia may need to rely on Customer for access to certain customer hardware, software, systems, data and personnel. Customer shall (i) be responsible and liable for any action or inaction of Customer’s employees or contractors which is in violation of these Terms and Conditions, (ii) be solely responsible for the accuracy, quality, integrity and legality of any data or materials processed by the Algolia Services and of the means by which Customer acquires, uploads, transmits and processes those materials, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Algolia Services, and notify Algolia promptly of any such unauthorized access or use; (iv) make any disclosures to and obtain any consents (including from any Customer employees and contractors) as required by any applicable law, rule or regulation for the use, processing, transfer, disclosure, or access to Customer materials in or for the Algolia Software and the Algolia Services or as otherwise contemplated by these Terms and Conditions; (v) be responsible for obtaining and maintaining appropriate equipment and ancillary services needed to connect to, access or otherwise use the Algolia Software and the Algolia Services, including, without limitation, computers, computer operating system and internet access; and (vi) ensure that all User information is accurate and updated as necessary. Customer shall be liable for any breach of this Agreement by any User.

1.7 Support.

Algolia shall use reasonable efforts to provide Support for the Algolia Software and the Algolia Services as during the License Term.

2. PAYMENT.

The Fee for the Algolia Software and the Algolia Services shall be as set forth on Algolia’s website. Algolia may change the Fee by providing Customer not less than thirty (30) days’ prior notice. All fees paid under these Terms and Conditions (collectively “Fees”) shall be payable in US Dollars or, at Customer’s option, in Euros with the Fees converted from U.S. Dollars at the rate specified on Algolia’s website, which Algolia may change upon two (2) days’ notice and are payable immediately by credit card or wire transfer upon the issuance of Algolia’s invoice. Excluding taxes based on Algolia’s income, Customer is liable for all taxes, duties and customs fees associated with the Fees, whether or not Algolia invoices Customer for such taxes, duties or customs fees. Past due accounts shall be charged interest on a monthly basis, calculated at one and one-half percent (1.5%) per month of the unpaid balance or the maximum rate allowable by law. Except as otherwise expressly provided in these Terms and Conditions, Customer shall not be entitled to any refund of any Fees paid for the Algolia Software and/or the Algolia Services. If Customer upgrades its usage plan, the change in Fees will be effective immediately. If Customer downgrades its usage plan, the change in Fees will be effective as of the commencement of the next full billing cycle.

3. TERM AND TERMINATION.

These Terms and Conditions will commence on the earlier of the date these Terms and Conditions are accepted by the Customer or the date Customer installs or otherwise accesses the Algolia Software and/or the Algolia Services (the “Effective Date”).

3.1 Fourteen Day Trial.

Upon Customer’s initial sign-up for an Account, Customer will have a free, fourteen (14) day evaluation period (the “Evaluation Period”) for the Algolia Services commencing on the Effective Date, subject to the limitations on Algolia’s website. If, at the end of the Evaluation Period, Customer fails to sign up for a longer term plan, the Terms and Conditions will automatically terminate unless Algolia agrees, in its sole discretion, to extend the Evaluation Period.

3.2 After the expiration of the Evaluation Period

After the expiration of the Evaluation Period, the term of these Terms and Conditions shall continue for a one (1) month term, unless Customer signs up for a longer term through the Algolia website, subject to termination as set forth in this Section 3. Upon the expiration of each term, these Terms and Conditions shall automatically renew for the same duration as the prior term unless either party provides thirty (30) days’ notice prior to the end of the then-current term.

3.3 These Terms and Conditions may be terminated by either party:

These Terms and Conditions may be terminated by either party: (i) upon five (5) days written notice if the other party materially breaches any provision of these Terms and Conditions and the breach remains uncured within the five (5) day period; or (ii) effective immediately on written notice, if the other party ceases to do business, or otherwise terminates its business operations; or (iii) effective immediately on written notice, if the other party becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is filed against it; (iv) effective immediately, upon any breach of Section 1.4 or Section 7 of these Terms and Conditions; (v) by either party, upon thirty (30) days written notice provided that if Customer terminates without cause prior to the end of the then-current term, Customer shall be immediately liable for the balance of the Fees for the remainder of that term; or (vi) by either party upon notice for any reason during the Evaluation Period. Upon any expiration or termination of these Terms and Conditions: (i) all licenses and rights granted by Algolia to Customer hereunder shall terminate; and (ii) Customer will cease all use of the Algolia Software and the Algolia Services; (iii) Customer shall immediately return to Algolia the Algolia Software and the Algolia Services, all duplicates, and any Algolia Confidential Information; and (iv) all amounts shall become immediately due and payable. The provisions of Sections 1.4, 2, 3, 4, 6, 7 and 8 shall survive and remain effective after the effective date of termination or expiration of these Terms and Conditions.. Algolia reserves the right but does not have an obligation to suspend the provision of the Algolia Services prior to exercising its termination rights under these Terms and Conditions.

4. INDEMNIFICATION.

4.1 Customer

Customer shall defend, indemnify, and hold harmless Algolia from and against any claims, demands, liabilities, or expenses (excluding incidental, consequential, fines, penalties punitive, or exemplary damages) for any injury or damage (including but not limited to any personal or bodily injury or property damage resulting from any misrepresentation, fraud, violation of law or any breach of these Terms and Conditions arising out of or resulting in any way from any conduct of Customer's employees, contractors or agents.

4.2 Algolia

Algolia, at its own expense (including payment of attorneys’ fees, expert fees and court costs), shall defend Customer from any and all third party claims that the Algolia Software and/or the Algolia Services infringes any patent or copyright or misappropriates any third party’s trade secret and shall indemnify Customer from any amounts assessed against Customer in a resulting judgment or amounts to settle such claims, provided that Customer: (a) gives Algolia prompt written notice of any such claim; (b) permits Algolia to control and direct the defense or settlement of any such claim; and (c) provides Algolia all reasonable assistance in connection with the defense or settlement of any such claim. If Customer’s use of the Algolia Software and/or the Algolia Services is (or in Algolia’s opinion is likely to be) enjoined, Algolia, at its expense and in its sole discretion, may terminate these Terms and Conditions and Customer’s right to use the Algolia Software and the Algolia Services. Notwithstanding the foregoing, Algolia shall have no obligations under this Section to the extent any infringement claim is based upon or arising out of: (i) any modification or alteration to the Algolia Software or the Algolia Services not made by Algolia; (ii) any combination or use of the Algolia Software or the Algolia Services with products or services not approved by Algolia in writing; (iii) Customer’s continuance of allegedly infringing activity after being notified thereof; and/or (iv) use of the Algolia Software or the Algolia Services not in accordance with the terms of these Terms and Conditions. The remedies set forth in this Section constitute Customer’s sole and exclusive remedies, and Algolia’s entire liability, with respect to infringement or misappropriation of third party intellectual property.

5. SERVICE LEVEL AGREEMENT.

Algolia provides Customer with the guarantee for the Algolia Services as set forth in the Service Level Agreement (“SLA”) found at www.algolia.com/policies/sla.

The SLA does not apply (a) to unavailability of Algolia Services caused by factors outside of Algolia's reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Algolia employees); or (b) to unavailability of Algolia Services that result from equipment and/or software of third parties where such equipment and/or software is not within the control of Algolia; or (c) to unavailability of Algolia Services caused by abuse or misuse of Algolia Services (or any component thereof) by Customer or Users or Customer’s employees, contractors or those operating under Contractor’s direction or control; or (d) to unavailability of Algolia Services caused by use or maintenance of the Algolia Services (or any component thereof) by Customer in a manner not conforming to the requirements described in the Documentation or in the Agreement; or (e) to unavailability of the Algolia Services caused by modifications or alterations to the Algolia Software by Customer or Users or Customer’s employees, contractors or those operating under Contractor’s direction or control; or (f) to unavailability due to reaching the maximum capacity of the contracted infrastructure; or (g) for any usage where Customer has not used Algolia’s API client.

6. DISCLAIMER; LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT AS OTHERWISE PROVIDED HEREIN, THE ALGOLIA SOFTWARE AND THE ALGOLIA SERVICES AND ANY MATERIALS PROVIDED BY ALGOLIA HEREUNDER ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. ALGOLIA DOES NOT GUARANTEE THAT THE ALGOLIA SERVICES, DOCUMENTATION OR SERVICES WILL MEET CUSTOMER’S REQUIREMENTS. FURTHER, ALGOLIA AND ITS SUPPLIERS DO NOT WARRANT THE RESULTS OF USE OF THE ALGOLIA SOFTWARE OR ALGOLIA SERVICES ARE BUG/ERROR FREE OR THAT ITS USE WILL BE UNINTERRUPTED. IN ADDITION, DUE TO CONTINUAL DEVELOPMENT OF NEW TECHNIQUES FOR INTRUDING UPON/ATTACKING NETWORKS, HARDWARE AND SOFTWARE, ALGOLIA DOES NOT WARRANT THAT THE ALGOLIA SOFTWARE OR ALGOLIA SERVICES OR ANY EQUIPMENT, SYSTEM, OR NETWORK ON WHICH THE ALGOLIA SOFTWARE OR ALGOLIA SERVICES ARE USED WILL BE FREE OF VULNERABILITY TO INTRUSION OR ATTACK. ALGOLIA DOES NOT WARRANT THAT ANY SERVICES CONNECTING TO THE ALGOLIA SOFTWARE OR ALGOLIA SERVICES PROVIDED BY THIRD PARTIES OR ANY DATA PROVIDED BY SUCH THIRD PARTIES WILL BE FREE FROM ERRORS OR INTERRUPTIONS OF SERVICE. EXCEPT FOR A BREACH BY EITHER PARTY OF ITS OBLIGATIONS UNDER SECTIONS 1.4 OR 7 OF THESE TERMS AND CONDITIONS, (A) CUSTOMER’S SOLE REMEDY AND ALGOLIA’S SOLE LIABILITY FOR ANY BREACH OF THESE TERMS AND CONDITIONS SHALL BE TO TERMINATE THE AGREEMENT, CEASE ALL USE OF THE ALGOLIA SOFTWARE AND THE ALGOLIA SERVICES; AND IMMEDIATELY RETURN TO ALGOLIA THE ALGOLIA SOFTWARE AND THE ALGOLIA SERVICES, ALL DUPLICATES, AND ANY ALGOLIA CONFIDENTIAL INFORMATION; (B) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES OR COSTS, INCLUDING LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS; (C) IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY, OR ANY THIRD PARTY LICENSORS UNDER THESE TERMS AND CONDITIONS (UNDER ANY THEORY OF LIABILITY) EXCEED THE GREATER OF THE FEES ACTUALLY PAID BY CUSTOMER OR ONE THOUSAND DOLLARS ($1,000), WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE.

7. CONFIDENTIAL INFORMATION.

Each party (the “Receiving Party”) acknowledges that it may receive from the other (the “Disclosing Party”) confidential information relating to the Disclosing Party. Such information shall belong solely to the Disclosing Party and includes, but is not limited to, the terms of these Terms and Conditions and other technical, business, marketing and financial information, and any data not previously known that could reasonably be considered confidential or proprietary (“Confidential Information”). Notwithstanding the foregoing, Confidential Information shall not include information which: (i) is already known to the Receiving Party prior to disclosure by the Disclosing Party; (ii) becomes publicly available without fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without restriction as to disclosure; or (iv) is approved for release by written authorization of the Disclosing Party. During and after the term of these Terms and Conditions, the Receiving Party shall: (a) not use (except as expressly authorized by these Terms and Conditions) or disclose Confidential Information without the prior written consent of the Disclosing Party; and (b) take all reasonable measures to maintain the Confidential Information in confidence. Information shall not be deemed confidential if it becomes public without breach of these Terms and Conditions by the Receiving Party. The Algolia Services and all technical information relating thereto shall be considered Confidential Information of Algolia. Either party may disclose Confidential Information to the extent required by law, provided that the Receiving Party gives the Disclosing Party reasonable advance notice of such required disclosure and the opportunity to obtain appropriate confidential treatment for such confidential information. Algolia may disclose aspects of these Terms and Conditions to its licensors to the extent such information is required under the agreement with such licensor. In the course of providing the Algolia Services, Algolia may have access to a User’s Personal Space and may acquire information regarding Customer’s usage and banking information. Algolia will be free to use any data, metadata and information it so collects relating to the Algolia Software and Algolia Services, and may allow others to do so. Any personal data, including but not limited to personal data which is a part of the Customer Data, shall be governed by Algolia’s Privacy Policy which is located at www.algolia.com/policies/privacy.

8. GENERAL.

8.1 Compliance with Laws; Export Control.

Customer shall use the Algolia Software and the Algolia Services in compliance with all applicable laws, statutes, rules and regulations. Except as expressly permitted in these Terms and Conditions, Customer shall not export or import the Algolia Software and the Algolia Services (including without limitation any Documentation) or any technical information provided under these Terms and Conditions.

8.2 Assignment.

Neither these Terms and Conditions, nor any rights, licenses nor any obligations hereunder, may be assigned by Customer without the prior written consent of Algolia. Any attempted assignment in violation of these Terms and Conditions shall be void and without effect.

8.3 Force Majeure.

Algolia shall not be liable for any breach of this Agreement as a result of any event or circumstances beyond its reasonable control, including without limitation, war, invasion, act of foreign enemy, hostilities, civil war or rebellion (whether war be declared or not), strike, lockout or other industrial dispute.

8.4 U.S. Government End-Purchaser.

As defined in FAR section 2.101, DFAR section 252.227-7014(a)(1) and DFAR section 252.227-7014(a)(5) or otherwise, all Algolia Software and Algolia Services and accompanying documentation provided by Algolia are “commercial items,” “commercial computer software” and/or “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, disclosure or distribution thereof by or for the U.S. Government shall be governed solely by these terms and shall be prohibited except to the extent expressly permitted by these terms.

8.5 European Data Transfer.

To the extent Customer is located within the European Union, Customer and Algolia agree to the Standard Contractual Clauses located at Algolia's Clickthrough Standard Data Clauses.

8.6 Publicity.

Customer consents to Algolia's use of Customer name and logo and general description of Customer's relationship with Algolia in press releases and other marketing materials and appearances.

8.7 Miscellaneous.

Should any term of these Terms and Conditions be declared void or unenforceable by any court of competent jurisdiction, that provision shall modified, limited or eliminated to the minimum extent necessary and such declaration shall have no effect on the remaining terms hereof, which shall continue in full force and effect. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. These Terms and Conditions shall be governed by and construed in accordance with the laws of France if the Customer is located in the European Union and the United States and the State of California, if Customer is located anywhere else, in each case excluding rules governing conflict of law and choice of law. The courts in Paris, France shall have exclusive jurisdiction to adjudicate any dispute arising out of these Terms and Conditions if Customer is located in the European and if Customer is located anywhere else, the federal and state courts within San Francisco, California shall have exclusive jurisdiction to adjudicate any dispute arising out of these Terms and Conditions. Each party hereto expressly consents to the personal jurisdiction of, and venue in, such courts and service of process being affected upon it by registered mail and sent to the address set forth at the beginning of these Terms and Conditions. The parties agree that the UN Convention on Contracts for the International Sale of Goods (Vienna, 1980) and the Uniform Computer Information Transaction Act or similar federal or state laws or regulations shall not apply to these Terms and Conditions nor to any dispute or transaction arising out of these Terms and Conditions. These Terms and Conditions and the Exhibits attached hereto sets forth the entire agreement of the parties with respect to the subject matter contained herein, and no oral or written statement or representations not contained in these Terms and Conditions shall have any force or effect. Customer’s representative identified herein represents and warrants that he/she has the authority to bind Customer to the terms herein. Customer agrees that Algolia may provide notice required by these Terms and Conditions by email. These Terms and Conditions may be amended by Algolia upon thirty (30) days’ notice by posting notice on the Algolia website and Customer may terminate this Agreement without penalty upon notice to Algolia within ten (10) days of the amendment. Notwithstanding the foregoing, in the event the parties enter into, or have entered into a formal written agreement, including, without limitation an agreement which the parties have electronically signed, the terms of that agreement shall control over the terms of these Terms and Conditions.