Contracts
- Neo4j Legal Overview
- Neo4j Cloud Agreement
- Neo4j Software Agreement
- Hybrid Cloud & Software Agreement
- Neo4j Acceptable Use Policy
- Aura Feature-Specific Terms
- Self-Serve Aura Terms of Service
- Website Terms of Use
- Neo4j Privacy Policy
- California Privacy Rights
- US State Privacy Law Statement
- Modern Slavery and Human Trafficking Policy
- Trademark Policy and Guidelines
- Neo4j Aura Terms of Service (North America/LatAm/APAC)
- Neo4j Aura Terms of Service (EMEA)
- Neo4j Subscription Agreement (North America/LatAm/APAC)
- Neo4j Subscription Agreement (France)
- Neo4j Subscription Agreement (Germany)
- Neo4j Subscription Agreement (Sweden)
- Neo4j Subscription Agreement (UK)
- Neo4j Consulting Services Agreement
Neo4j Legal Overview
Version 1.0
Effective July 21st 2025
DownloadTable of Contents
Neo4j Legal
The Neo4j Legal Terms homepage can be found at https://neo4j.com/legal-terms/. You can find a list of the agreements, policies, and other terms that govern the purchase and use of Neo4j products and services, including its developer offerings.
Neo4j Cloud Agreement
Version 1.1
Effective August 7th 2025
DownloadTable of Contents
Neo4j Cloud Agreement
Last Updated: July 21, 2025 | Archive
This Neo4j Customer Agreement consists of the terms below, referenced URLs, applicable Offering Addenda (collectively, the “Terms”), applicable Order Forms and Statements of Work (together with the Terms, the “Agreement”). It forms a binding agreement between the applicable Neo4j Contracting Entity as specified in Section 14 below (“Neo4j”) and the entity or person agreeing to these terms (“Customer” or “you”). The Agreement governs Customer’s access to and use of the Offerings.
This Agreement takes effect when you click a check box presented with these terms, when you access or use any portion of the Offerings, by signing or accepting an Order Form referencing these Terms, or otherwise agree to it (the “Effective Date”). If you are accepting on behalf of an entity, such as the company you work for, you represent and warrant that (i) you have the legal authority to bind that entity; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of that entity as Customer, to this Agreement.
- Neo4j Responsibilities.
- General. Neo4j will make its Offerings available to Customer for the Term in accordance with the terms and conditions of this Agreement and the Documentation.
- Neo4j Security. Neo4j implements and maintains an information and security program as described in the Trust Center.
- Compliance with Applicable Laws. Neo4j provides the Offerings in compliance with applicable laws and regulations, including those related to data privacy and transfer, international communications, and exportation of personal data, but without regard to Customer’s particular use of the Offerings and subject to Customer’s compliance with the Agreement.
- General. Neo4j will make its Offerings available to Customer for the Term in accordance with the terms and conditions of this Agreement and the Documentation.
- Customer Responsibilities.
- Compliance. Customer’s use of the Offerings will comply with applicable laws and government regulations. Customer will be responsible for each User’s compliance with this Agreement, and acts or omissions by any User shall be deemed acts by Customer.
- Security and Backup. Customer is responsible for properly configuring and using the Offerings and taking appropriate steps to maintain security, protection, and backup of Customer Data. Some Offerings may include functionality for regular snapshot backups, and Customer is responsible for its own routine backups.
- General Restrictions. Except as may be set forth in any applicable Order Form, Customer will not (and will not permit any third party to) (i) sell, rent, lease, license, distribute, provide access to, sublicense, or otherwise make available the Offerings to a third party; (ii) use the Offering to operate a service bureau or outsourcing offering; (iii) reverse engineer, decompile, disassemble, or otherwise seek to obtain, discover, or reconstruct the source code, underlying ideas or algorithms, or non-public APIs to any of the Offerings unless expressly permitted by applicable law (and only upon advance notice to Neo4j); or (iv) remove or obscure any proprietary or other notices contained in the Offerings, Documentation, or other materials provided by Neo4j.
- Compliance. Customer’s use of the Offerings will comply with applicable laws and government regulations. Customer will be responsible for each User’s compliance with this Agreement, and acts or omissions by any User shall be deemed acts by Customer.
- Orders.
- Order Forms and Affiliates. Customer may purchase the Offerings by executing an Order Form and/or a SOW that are governed by the Terms. When an Affiliate of Neo4j or Customer executes an Order Form or SOW, each Order Form or SOW creates a separate Agreement between the respective Affiliates. Amendments apply only to the executing Affiliates. Neo4j and Customer are not liable for their Affiliates' actions or obligations under separate Agreements, and there is no joint liability. Claims and damages must be pursued solely against the responsible Affiliate, except as required by local law.
- Reseller Orders. Customer may procure use of Offerings from an Authorized Reseller. Customer’s use of the Offerings is governed by the Agreement, except Section 8 (Fees and Payment; Taxes). The Authorized Reseller is not authorized to make any changes to this Agreement or to make any warranties, representations, promises or commitments on behalf of Neo4j or the applicable Offerings. Neo4j is not responsible for Authorized Reseller’s obligations to Customer, any of Authorized Reseller’s acts and omissions, or for any third-party products or services furnished to Customer by Authorized Reseller. Neo4j is not obligated to provide the Offerings to Customer under a Reseller Agreement if it has not received an Order Form from the Authorized Reseller for Customer.
- Order Forms and Affiliates. Customer may purchase the Offerings by executing an Order Form and/or a SOW that are governed by the Terms. When an Affiliate of Neo4j or Customer executes an Order Form or SOW, each Order Form or SOW creates a separate Agreement between the respective Affiliates. Amendments apply only to the executing Affiliates. Neo4j and Customer are not liable for their Affiliates' actions or obligations under separate Agreements, and there is no joint liability. Claims and damages must be pursued solely against the responsible Affiliate, except as required by local law.
- Intellectual Property.
- Neo4j Ownership. Customer agrees that Neo4j or its suppliers retain all right, title and interest (including Intellectual Property Rights) in and to the Offerings, Documentation and Deliverables, and any derivative works, modifications, or improvements of any of the foregoing, including any Feedback incorporated (collectively, “Neo4j Technology”). Except for the limited rights in this Agreement, no rights to Neo4j Technology are granted to Customer and Customer agrees its usage of Neo4j Technology shall be in accordance with the Agreement. Notwithstanding anything to the contrary herein, Neo4j may freely use and incorporate into Neo4j’s products and services any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by Customer or by any users of the Offerings (“Feedback”).
- Open-Source Software. Third party open-source software that is utilized with or otherwise provided with the Offerings is subject to and licensed under the applicable Third-Party License Terms. Neo4j represents and warrants that the open-source software, when used as delivered by Neo4j and unmodified by Customer in accordance with the license rights granted by Neo4j, does not require Customer to disclose or license Customer’s own proprietary source code, or otherwise make it available at no charge.
- Marketing. Neo4j may reference Customer’s name and logo in public marketing materials, provided such use complies with Customer’s brand guidelines.
- Neo4j Ownership. Customer agrees that Neo4j or its suppliers retain all right, title and interest (including Intellectual Property Rights) in and to the Offerings, Documentation and Deliverables, and any derivative works, modifications, or improvements of any of the foregoing, including any Feedback incorporated (collectively, “Neo4j Technology”). Except for the limited rights in this Agreement, no rights to Neo4j Technology are granted to Customer and Customer agrees its usage of Neo4j Technology shall be in accordance with the Agreement. Notwithstanding anything to the contrary herein, Neo4j may freely use and incorporate into Neo4j’s products and services any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by Customer or by any users of the Offerings (“Feedback”).
- Privacy. Neo4j will process Customer’s personal data, which may be submitted in connection with the registration or administration of a Neo4j account, such as name and email address, in compliance with this Agreement and Neo4j's Privacy Policy.
- Confidentiality. Each party (as “Receiving Party”) will protect the other’s Confidential Information with at least the same care it uses for its own Confidential Information, and no less than reasonable care. It will (i) use Confidential Information of the other party (the “Disclosing Party”) only as permitted under the Agreement, and (ii) limit access to those who need it, and who are bound by similar confidentiality obligations, and for whom the Receiving Party shall be liable for compliance hereof. If legally required to disclose Confidential Information, the Receiving Party will, where legally permitted, give advance notice and reasonably assist in seeking confidential treatment of the Confidential Information. Disclosure may cause significant harm, entitling the Disclosing Party to seek equitable relief in addition to other legal remedies.
- Offerings and Other Services.
- Offerings. Neo4j will provide to Customer the applicable Offerings during the Term as described in the applicable Offerings Addendum, which are incorporated into and subject to the Terms.
- Consulting Services. Customer may execute an Order Form or SOW for Neo4j to provide Consulting Services. Any such Order Forms or SOWs are incorporated into and governed by these Terms.
- Support and Availability. During the Term, Neo4j will provide Customer with Support Services for its Offerings as specified in the applicable Support Terms and/or Order Form. For Offerings that are offered free of charge, Neo4j may or may not, in its discretion, provide more limited support. Neo4j reserves the right to modify the Support Terms provided no such modification shall result in a material reduction in support or availability during the Subscription Term.
- Fees and Payment; Taxes.
- Fees and Payment. Customer agrees to pay all fees charged by Neo4j for Customer’s use of Offerings. The fees will be (i) specified in applicable Order Forms and SOWs, and/or (ii) calculated based on the fees for the specific Offering set forth on the Pricing Page (“Fees”). Except as expressly set forth in this Agreement, all payment obligations are non-cancelable and Fees are non-refundable. Late payments incur a charge of the lower of one- and one-half percent (1.5%) per month (and shall thereafter bear interest at a rate of eighteen percent (18%) per annum until paid) or the highest interest rate permitted by applicable law.
- Purchase Orders. If Customer issues a purchase order, it is for internal purposes only and any terms and conditions referenced in the purchase order are rejected by Neo4j and have no effect. No purchase order shall limit Neo4j’s right to collect Fees and must cover the total Fees owed under the applicable Order Form or SOW. On request, Neo4j may reference the purchase order number on its invoices, provided the purchase order is given to Neo4j at least ten (10) business days before the invoice date.
- Taxes. Fees exclude all taxes (e.g., sales, use, GST, VAT, withholding), except those based on Neo4j’s net income, property, or employees. Customer is responsible for all taxes related to its purchases and use of the Offerings. If Neo4j is required to pay or collect such taxes, it will invoice Customer, who must pay unless a valid exemption certificate authorized by the appropriate taxing authority is provided. If withholding is required by law, Customer will gross up payments so Neo4j receives the full amount equal to the amount Neo4j would have received had no such deductions or withholdings been made. Upon request, Customer will provide proof of tax remittance and, where applicable, VAT/GST registration numbers on the Order Form.
- Reseller Orders. If Customer procures Offerings through a Reseller, Customer agrees (a) Neo4j may share usage and billing details with the Reseller, and (b) termination and suspension provisions apply if Reseller fails to pay Neo4j.
- Cloud Marketplace Billing. Notwithstanding anything to the contrary in this Agreement, where Customer has purchased Offerings through a cloud service provider (a “CSP”) marketplace, Customer agrees that all Fees shall be paid through billing of Customer’s account with such CSP. Customer further agrees that any refund to which Customer may be entitled under this Agreement may be provided in the form of a credit back to Customer’s account with such CSP, unless otherwise limited by the CSP’s refund requests policy.
- Term and Termination.
- Term. This Agreement is effective as of the Effective Date and will remain in effect for the Term of the Agreement.
- Termination for Cause.
- (a) Each party may terminate this Agreement with notice if (i) the other party commits a material breach of the Terms and fails to cure it within thirty (30) days following a written request from the notifying party to cure such material breach; or (ii) the other party ceases business operations or becomes subject to bankruptcy or insolvency proceedings that are not dismissed within sixty (60) days. Termination of this Agreement pursuant to this Section 9.2(a) will result in the termination of any Subscriptions, Order Forms, or SOWs that may be in effect.
- (b) Each party may terminate an Order Form or SOW with notice if (i) the other party commits a material breach of the applicable Order Form or SOW and fails to cure it within thirty (30) days following a written request from the notifying party to cure such material breach. Upon the termination or expiration of an Order Form or SOW, the respective rights and obligations of the parties will cease, provided that termination under this Section 9.2(b) will not result in termination of any coexisting Order Forms and/or SOWs that are subject to these Terms and not affected by the material breach and the respective termination.
- Effect of Termination.
- (a) Upon the termination of the Agreement: (i) the right to use the Offerings immediately ends, and the Customer, including Users and Contractors, must stop using them (except to exercise the Retrieval Right as set forth in the Cloud Offering Addendum, if applicable) and (ii) Neo4j’s obligations to perform or provide the Offerings shall immediately terminate. In addition, Customer shall pay Neo4j any outstanding and future Fees under the Agreement, unless Customer terminates under Section 9.2. In such an event, Neo4j will refund the unused portion of prepaid Fees based on the effective date of termination. Further, within ten (10) days of termination, each party shall use reasonable efforts to destroy all Confidential Information of the other party in its possession, retaining only one archival copy for purposes of ensuring compliance with the Agreement and applicable laws.
- (b) Notwithstanding the foregoing, the following terms shall survive the termination or expiration of this Agreement, together with any other terms which by their nature are intended to survive such termination: 4 (Intellectual Property), 6 (Confidentiality), 8 (Fees & Payment; Taxes), 9.3 (Effects of Termination), 11 (Indemnification), 12 (Limitation of Liability), and 13 (General Terms).
- (c) Neo4j shall not be liable to the Customer or any third party for costs or damages resulting from the termination of any Order Form or SOW due to the Customer’s uncured breach. This includes losses of prospective profits, goodwill, expenditures, leases, or commitments related to the Customer's business
- Term. This Agreement is effective as of the Effective Date and will remain in effect for the Term of the Agreement.
- Warranty.
- Neo4j Warranty. Neo4j warrants that the Software and the Cloud Offering will materially conform to the specifications set forth in their applicable Documentation during the Subscription Term. This warranty excludes trial or beta versions, experimental features, and issues related to the performance, operation or security of the Software and the Cloud Offering that are caused by or attributable to third-party content, services provided by third parties, or any bug, defect or error caused by or attributable to software or hardware not approved by Neo4j. Neo4j does not warrant that the Software and the Cloud Offering will be uninterrupted or error-free, that all defects will be corrected, or that the Software and the Cloud Offering will meet Customer’s requirements or expectations. Neo4j also warrants that Support Services will be performed professionally and according to industry standards, and, in accordance with Neo4j’s then current applicable Support Terms.
- Remedies. If Neo4j is unable to correct a reported non-conformity with this warranty within a reasonable time after receipt of notice by Customer, either party may terminate the applicable Order Form or SOW, and Customer, as its sole remedy, will be entitled to receive a refund of any unused Fees that Customer has pre-paid for the applicable Offering.
- Disclaimer. Except as set forth in the Agreement, the Offerings are provided “as is” and Neo4j makes no other warranties, express or implied, statutory or otherwise, including, without limitation, merchantability, title, fitness for a particular purpose, satisfactory quality, and non-infringement.
- Indemnification.
- By Neo4j. Neo4j will defend and indemnify Customer against third-party claims that an Offering and/or Deliverable, when used per the Agreement and Documentation, infringes a copyright or registered patent in a Berne Convention country, covering damages and costs finally awarded or settled by Neo4j. If Customer’s use of the Offering results or is likely to result in an infringement claim, Neo4j may: (a) substitute functionally similar products or services; (b) procure for Customer the right to continue using the Offering; or (c) terminate the applicable Order Form or SOW and refund unused pre-paid Fees for the applicable Offering. This obligation does not apply to claims caused by: (1) third-party or Customer-requested modifications; (2) the combination of an Offering with non-Neo4j products or processes; (3) use of the Offering in non-conformity with the applicable Agreement and Documentation; or (4) Customer Data or non-Neo4j deliverables. This Section 11.1 is Customer’s sole remedy for intellectual property infringement claims.
- By Customer. Customer will defend and indemnify Neo4j against any third-party claim related to Customer Data, materials provided to Neo4j by Customer in connection with an Offering, or any Customer-offered product or service used with the Offering(s), and will cover any damages and costs (including reasonable attorneys’ fees) finally awarded against Neo4j or agreed in settlement by Customer resulting from such claim.
- Procedures. For claims under this Section, the indemnified party must: (i) promptly notify the indemnifying party in writing, (ii) allow the indemnifying party to control the defense and settlement at indemnifying party’s expense, and (iii) provide reasonable cooperation at the indemnifying party’s expense. Delay in notice does not relieve obligations but excludes liability for pre-notice expenses or harm caused by the delay or failure to notify. The indemnifying party may not settle any claim imposing obligations (except payment covered by the indemnifying party or ceasing to use infringing materials) or admissions on the indemnified party without the indemnified party’s written consent, not unreasonably withheld. Indemnification under this Section does not apply if the indemnified party settles or admits liability without prior written consent.
- Limitation of Liability.
- General Limitation. To the fullest extent permitted under applicable law, under no circumstances shall Neo4j or Customer be liable to each other or any third party for any indirect, incidental, special, exemplary, punitive, reliance, or consequential damages (including, without limitation, damages for loss of business profits, business interruption, or loss of business information) arising out of or relating to this Agreement, including, without limitation, use or inability to use the Offerings, regardless of the legal theory upon which any claim is based, even if advised of the possibility of such damages.
- Aggregate Liability. Without limiting the foregoing, and subject to Section 12.3, in no event shall the aggregate liability of Neo4j or Customer under this Agreement exceed the total amount of Fees paid and payable by Customer to Neo4j under the applicable online order, Order Form, or SOW during the twelve (12) month period immediately preceding the event giving rise to the claim for damages (“General Liability Cap”), except Neo4j’s total aggregate liability for damages arising out of or related to any Offering provided free of charge is limited to $500 (five hundred U.S. dollars).
- Exceptions to Limitations. The limitations in Sections 12.1. and 12.2 shall not apply to the extent arising from (i) a party’s fraud, gross negligence, or willful misconduct, (ii) breach of confidentiality obligations (but excluding obligations and/or claims relating to Customer Data), (iii) Customer’s breach of the licenses granted pursuant to the applicable Agreement, and/or (iv) Customer’s payment obligations.
- Data Processing and Unauthorized Disclosure. The limitation of liability in Section 12.2 shall not apply to damages arising from (i) Neo4j’s failure to comply with its obligations under Neo4j’s Data Processing Addendum ("DPA"), to the extent that the parties have executed a DPA, or (ii) claims arising from unauthorized disclosure of Customer Data. In such cases, Neo4j’s total cumulative liability shall be limited to twice the amount paid by Customer under the specific Agreement in the twelve (12) months immediately preceding the first event giving rise to liability (“Data Protection Claims Cap”).
- Applicability to Offerings and Support. This Section 12 applies to Offerings and Support Services, if applicable. These limitations shall apply even if this Agreement or any limited remedy specified herein is found to have failed its essential purpose.
- General Limitation. To the fullest extent permitted under applicable law, under no circumstances shall Neo4j or Customer be liable to each other or any third party for any indirect, incidental, special, exemplary, punitive, reliance, or consequential damages (including, without limitation, damages for loss of business profits, business interruption, or loss of business information) arising out of or relating to this Agreement, including, without limitation, use or inability to use the Offerings, regardless of the legal theory upon which any claim is based, even if advised of the possibility of such damages.
- General Terms.
- Choice of Law; Venue. This Agreement and any applicable Agreement shall be governed by the Governing Laws, excluding its conflicts of law rules, and the parties’ consent to exclusive jurisdiction and venue in the Governing Courts, without regard to the United Nations Convention on the International Sale of Goods.
- Waiver. No waiver will be implied from conduct or failure to enforce rights. No waiver will be effective unless in a writing signed on behalf of the party against whom the waiver is asserted.
- Order of Precedence. In the event of a conflict between the Terms and any Order Form or SOW, the order of precedence will be: first, the Order Form; second, the SOW; third, the Terms.
- Assignment. While the Neo4j entity contracting with Customer remains fully liable for all obligations, some obligations may be fulfilled by Neo4j Affiliates. Customer cannot assign this Agreement or licenses without Neo4j's prior written consent; any attempt otherwise is void. However, either Party may assign the Agreement to (i) its Affiliates, (ii) a successor by merger or consolidation, or (iii) a purchaser of all or substantially all assets. The Agreement binds and benefits the successors and permitted assigns of the parties.
- Force Majeure. Neither party shall be liable to the other party or any third party for failure or delay in performing its obligations under this Agreement when such failure or delay is due to any cause beyond the control of the party concerned, including, without limitation, acts of God, governmental orders or restrictions, fire, or flood, provided that upon cessation of such events such party shall thereupon promptly perform or complete the performance of its obligations hereunder. Customer’s payment obligations are not subject to force majeure.
- Notices. Notices under this Agreement must be in writing and sent by personal delivery, email, or certified/registered mail (return receipt requested). They are deemed given upon delivery, five (5) business days after mailing, or upon email confirmation. Notices go to the addresses in the latest Order Form or SOW (cc: legal@neo4j.com). Customer agrees to receive electronic and website notices for policy and Documentation updates and other communications (subject to Neo4j’s warranties and does not apply to notices for breach).
- Code of Conduct. Each party has its own code of conduct, which it will observe during the term of the Agreement. Both parties agree their codes have equal status, and neither is contractually bound by the other party’s code of conduct.
- Severability. If any provision of this Agreement is judged by a court of competent jurisdiction to be invalid or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.
- Relationship. The parties are independent contractors, and nothing herein shall be construed to create any agency, partnership, or other form of joint enterprise between the parties.
- Export. Customer agrees to comply with all U.S. and local export control laws and regulations applicable to its Offerings.
- Amendments. Except as otherwise specified in this Agreement, this Agreement may be amended or supplemented only by a writing that refers explicitly to this Agreement and that is signed on behalf of both parties.
- Entire Agreement. This Agreement and the referenced documents (incorporated by reference) represent the complete and exclusive understanding between the parties, superseding all prior agreements or communications on the subject. You acknowledge that your payment obligations under the Order Form or SOW are not based on any future availability of programs or updates.
- Electronic Execution. This Agreement may be signed electronically or entered into in one or more counterparts, each of which will be deemed an original, and all of which taken together shall constitute one and the same instrument.
- Definitions.
- “Acceptable Use Policy” means Neo4j’s acceptable use policy, made available at https://neo4j.com/legal-terms/.
- “Affiliate” means any individual, corporation, partnership, or business entity that controls, is controlled by, or is under common control by an entity with an ownership of more than 50% of the voting shares.
- 	“Authorized Reseller” means a vendor authorized by Neo4j to resell its Offerings.
- 	“Confidential Information” means all information identified as confidential at disclosure or that should reasonably be known as confidential due to its nature and the circumstances. All Customer Data is deemed Confidential Information of Customer without any marking. All Neo4j Technology and Agreement terms are deemed Confidential Information of Neo4j without marking. Confidential Information shall not include information the Receiving Party can demonstrate: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of Receiving Party with no access to such information.
- 	“Consulting Services” means implementation services, training or consulting services performed by Neo4j or its authorized representatives.
- 	“Contractor” shall mean the independent contractors and consultants permitted by Customer to use the Offerings.
- 	“Customer Data” means any data uploaded by or on behalf of Customer through applicable Offerings for processing, storage, or hosting in connection with Customer’s use of that Offering.
- 	“Deliverables” has the meaning set forth in the Consulting Services addendum.
- 	“Disclosing Party” is defined in Section 6 (Confidentiality).
- “Documentation” means Neo4j’s documentation and usage guides including standard installation materials, training materials, specifications and online help documents for the applicable Offerings made generally available by Neo4j, such as https://neo4j.com/docs/.
- “Feedback” is defined in Section 4 (Intellectual Property).
- “Fees” is defined in Section 8.1 (Fees and Payment).
- “Governing Courts” and “Governing Laws” mean for customers contracting with Neo4j Sweden AB, the Governing Laws are Swedish law with exclusive jurisdiction in the courts of Malmö, Sweden; and for customers contracting with Neo4j, Inc., the Governing Laws are the laws of California with exclusive jurisdiction in the state and U.S. federal courts located in Santa Clara, California.
- "Intellectual Property Rights" means current and future worldwide rights under patent, copyright, trade secret, trademark, and moral rights laws, and other similar rights.
- “Neo4j Contracting Entity” means, in the following order of precedence, (i) the entity specified in an Order Form or SOW; (ii) Neo4j Inc. for transactions through a CSP marketplace; (iii) Neo4j Sweden AB for Customers incorporated in Europe, Middle East, Africa, China and Singapore; or (iv) Neo4j, Inc. for Customers incorporated in all other countries.
- “Neo4j Technology” is defined in Section 4 (Intellectual Property).
- “Offering(s)” means Neo4j’s offerings and services, such as Neo4j’s self-hosted software (“Software”) subject to the Software Addendum, software-as-a-service cloud offering (“Aura” or “Cloud Offering”) subject to the Cloud Addendum, and Neo4j’s consulting services (“Consulting Services”) subject to the Consulting Services Addendum; each of which may be ordered by Customer in an applicable Order Form or SOW, available on an online purchasing portal, or provided to Customer free of charge.
- “Offerings Addendum” means a separate addendum with offering-specific terms for the applicable Offering, such as the Software Addendum, Cloud Addendum, and/or Consulting Services Addendum.
- “Order Form” means the Neo4j ordering document referencing these Terms, executed by Customer or submitted by a Reseller which specifies the Offerings being provided by Neo4j, including any addenda and supplements, during the applicable Subscription Term.
- “Pricing Page” means the schedule of fees, made available at https://neo4j.com/pricing/.
- “Privacy Policy” means Neo4j’s Privacy Policy made available at https://neo4j.com/legal-terms/.
- “Receiving Party” is defined in Section 6 (Confidentiality).
- “Reseller Agreement" means an ordering document which sets the fees and terms between Authorized Reseller and Customer.
- “SOW” means each ordering document executed by the parties for Consulting Services referencing this Agreement.
- “Subscription” means Customer’s right, for a fixed period, to possess, use and/or access the Offerings, and to receive associated Support Services.
- “Subscription Term” means the period commencing and expiring in accordance with the start and end date set forth on the applicable Order Form.
- “Support Services” means Neo4j’s support and maintenance services.
- “Support Terms” means the Neo4j Support Terms made available at https://neo4j.com/terms/support-terms/.
- “Term” has the meaning set forth in the applicable Offering Addendum.
- “Third-Party License Terms” means the list of third-party licenses available at www.neo4j.com/thirdpartylicenses/.
- “Trust Center” means the Neo4j Security and Compliance site, made available at https://trust.neo4j.com/.
- “Users” means persons granted access to the Offerings by or on behalf of Customer, including its Affiliates, Contractors and its Affiliates’ Contractors.
Neo4j Cloud Addendum
This Neo4j Cloud Addendum ("Cloud Addendum") is incorporated into and supplements the Neo4j Terms. This Cloud Addendum sets forth the terms that govern Customer’s access and use of Neo4j’s Cloud Offering. Capitalized terms not defined in this Cloud Addendum shall have the meanings set forth in the Terms of the Agreement.
- General.
- Access and Use Rights. Neo4j will make the Cloud Offering available to Customer during the Term solely for internal use by Customer and its Users (i) for Customer’s business purposes; and/or (ii) to provide Customer-offered product(s) or service(s) used in connection with the Cloud Offering. Customer may permit its Contractors and Affiliates to serve as Users provided that any use of the Cloud Offering is solely for the benefit of Customer. Customer remains liable for any acts or omissions and the compliance with the Agreement by its Affiliates and/or Contractors.
- Client Software. To the extent Customer in connection with its use of the Cloud Offering installs any desktop client software that is made available to Customer by Neo4j for installation on end user computers (“Client Software”), Neo4j grants to Customer a limited, non-transferable, non-sublicensable, non-exclusive license during the Subscription Term to use the object code form of the Client Software internally for Customer’s use of the Cloud Offering, subject to the terms and conditions of the Agreement and Documentation.
- Neo4j Technology. Customer acknowledges the Cloud Offering is offered as an online, hosted solution, and that Customer has no right to obtain a copy of the underlying computer code, except (if applicable) for the Client Software in object code format.
- Term. When the Agreement includes this Cloud Addendum, the term of the Agreement commences on the Effective Date and will remain in effect for the Subscription Term and any subsequent Follow-On Periods ("Term"). Customer’s continued use of the Cloud Offering following the end of the Subscription Term (and any subsequent Follow-On Periods) constitutes Customer’s consent to a one-month renewal of the Neo4j Cloud Agreement (located at https://neo4j.com/legal-terms/) (a “Follow-On Period”). If there is no Order Form currently in effect, either party may terminate the Neo4j Cloud Agreement upon 30 days notice to the other party during a Follow-On Period.
- Support and SLA. During the Term, Neo4j will provide Customer with the service levels for the Cloud Offering in accordance with the applicable Service Level Agreement ("SLA") made available at https://neo4j.com/legal-terms/.
- License Restrictions. Except as otherwise set forth in the applicable Order Form, Customer will not (and will not permit any third party to) (i) use the Cloud Offering in violation of the Acceptable Use Policy; (ii) use the Cloud Offering to provide, or incorporate the Cloud Offering into, any graph database service for the benefit of a third party; or (ii) run or use any Community version or edition of Neo4j software subject to an open source license during the Term and for thirty-six (36) months thereafter.
- Customer Data.
- Customer Data and Ownership. Customer or its licensors retain all right, title and interest (including Intellectual Property Rights) in and to Customer Data. Subject to the terms of the Agreement, Customer grants to Neo4j and its Affiliates a non-exclusive, worldwide, royalty-free, non-sublicensable, and non-transferable right to process the Customer Data solely to the extent necessary to provide the Offerings to Customer or as required by law.
- Customer Responsibilities. Customer is solely responsible for the accuracy, content and lawfulness of all Customer Data. Customer warrants that Customer has sufficient rights in the Customer Data to grant the rights to Neo4j under the Agreement. Customer agrees that it is responsible for assessing whether (i) its use of the Cloud Offering and the collection and provision of Customer Data by Customer to Neo4j and its sub-processors complies with applicable laws and government regulations; and (ii) its use of the Cloud Offering complies with specific regulatory and security requirements applicable to Customer in light of Customer's intended purpose in using the Cloud Offering. If the Health Insurance Portability and Accountability Act ("HIPAA") applies to Customer, Customer shall, prior to using Neo4j's Cloud Offering, enter into a Business Associate Agreement with Neo4j.
- Personal Data. In the event that Customer submits Customer Personal Data to Neo4j for processing, the parties will comply with the Data Processing Addendum (“DPA”). “Customer Personal Data” means the personal data contained within Customer Data, including any special categories of personal data or sensitive data as defined in the DPA. For clarity, data for which Neo4j is a data controller is processed in compliance with this Agreement and Neo4j's Privacy Policy.
- Customer Data Retrieval. Customer will have up to thirty (30) calendar days from termination or expiration of this Cloud Addendum to access the Cloud Offering solely to the extent necessary to retrieve Customer Data (“Retrieval Right”). If Customer exercises its Retrieval Right, this Cloud Addendum and the applicable Order Form shall continue in full force and effect for the duration of the Retrieval Right. Neo4j shall have no further obligation to make Customer Data available after expiration of the Retrieval Right and (subject to Section 9.3(a) (Effect of Termination) of the Terms) shall thereafter promptly delete Customer Data. After the Retrieval Right period, Customer shall cease use of and access to the Service (including any related Neo4j Technology) and delete all copies of Client Software, Documentation, any passwords or access codes, and any other Neo4j Confidential Information in its possession.
- Suspension. In addition to the other rights or remedies set forth in this Cloud Addendum and the Agreement, Neo4j reserves the right to suspend provision of services; (i) if Customer is thirty (30) days or more overdue on a payment, (ii) if Neo4j deems such suspension necessary as a result of Customer’s breach of Section 2.3 (General Restrictions) of the Terms and Section 2 (License Restrictions) of this Cloud Addendum, (iii) if Neo4j reasonably determines suspension is necessary to avoid material harm to Neo4j or its other subscribers, including if the Cloud Offering is experiencing denial of service attacks, mail flooding, or other disruptions outside of Neo4j’s control, or (d) as required by law or request of governmental entities.
- Aura-Feature Specific Terms. Customer’s use of certain Aura services and features will be subject to the applicable provisions in the Aura Feature-Specific Terms (available at https://neo4j.com/legal-terms/).
Neo4j Software Agreement
Version 1.0
Effective July 21st 2025
DownloadTable of Contents
Neo4j Software Agreement
Last Updated: July 21, 2025 | Archive
This Neo4j Customer Agreement consists of the terms below, referenced URLs, applicable Offering Addenda (collectively, the “Terms”), applicable Order Forms and Statements of Work (together with the Terms, the “Agreement”). It forms a binding agreement between the applicable Neo4j Contracting Entity as specified in Section 14 below (“Neo4j”) and the entity or person agreeing to these terms (“Customer” or “you”). The Agreement governs Customer’s access to and use of the Offerings.
This Agreement takes effect when you click a check box presented with these terms, when you access or use any portion of the Offerings, by signing or accepting an Order Form referencing these Terms, or otherwise agree to it (the “Effective Date”). If you are accepting on behalf of an entity, such as the company you work for, you represent and warrant that (i) you have the legal authority to bind that entity; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of that entity as Customer, to this Agreement.
- Neo4j Responsibilities.
- General. Neo4j will make its Offerings available to Customer for the Term in accordance with the terms and conditions of this Agreement and the Documentation.
- Neo4j Security. Neo4j implements and maintains an information and security program as described in the Trust Center.
- Compliance with Applicable Laws. Neo4j provides the Offerings in compliance with applicable laws and regulations, including those related to data privacy and transfer, international communications, and exportation of personal data, but without regard to Customer’s particular use of the Offerings and subject to Customer’s compliance with the Agreement.
- General. Neo4j will make its Offerings available to Customer for the Term in accordance with the terms and conditions of this Agreement and the Documentation.
- Customer Responsibilities.
- Compliance. Customer’s use of the Offerings will comply with applicable laws and government regulations. Customer will be responsible for each User’s compliance with this Agreement, and acts or omissions by any User shall be deemed acts by Customer.
- Security and Backup. Customer is responsible for properly configuring and using the Offerings and taking appropriate steps to maintain security, protection, and backup of Customer Data. Some Offerings may include functionality for regular snapshot backups, and Customer is responsible for its own routine backups.
- General Restrictions. Except as may be set forth in any applicable Order Form, Customer will not (and will not permit any third party to) (i) sell, rent, lease, license, distribute, provide access to, sublicense, or otherwise make available the Offerings to a third party; (ii) use the Offering to operate a service bureau or outsourcing offering; (iii) reverse engineer, decompile, disassemble, or otherwise seek to obtain, discover, or reconstruct the source code, underlying ideas or algorithms, or non-public APIs to any of the Offerings unless expressly permitted by applicable law (and only upon advance notice to Neo4j); or (iv) remove or obscure any proprietary or other notices contained in the Offerings, Documentation, or other materials provided by Neo4j.
- Compliance. Customer’s use of the Offerings will comply with applicable laws and government regulations. Customer will be responsible for each User’s compliance with this Agreement, and acts or omissions by any User shall be deemed acts by Customer.
- Orders.
- Order Forms and Affiliates. Customer may purchase the Offerings by executing an Order Form and/or a SOW that are governed by these Terms. When an Affiliate of Neo4j or Customer executes an Order Form or SOW, each Order Form or SOW creates a separate Agreement between the respective Affiliates. Amendments apply only to the executing Affiliates. Neo4j and Customer are not liable for their Affiliates' actions or obligations under separate Agreements, and there is no joint liability. Claims and damages must be pursued solely against the responsible Affiliate, except as required by local law.
- Reseller Orders. Customer may procure use of Offerings from an Authorized Reseller. Customer’s use of the Offerings is governed by the Agreement, except Section 8 (Fees and Payment; Taxes). The Authorized Reseller is not authorized to make any changes to this Agreement or to make any warranties, representations, promises or commitments on behalf of Neo4j or the applicable Offerings. Neo4j is not responsible for Authorized Reseller’s obligations to Customer, any of Authorized Reseller’s acts and omissions, or for any third-party products or services furnished to Customer by Authorized Reseller. Neo4j is not obligated to provide the Offerings to Customer under a Reseller Agreement if it has not received an Order Form from the Authorized Reseller for Customer.
- Order Forms and Affiliates. Customer may purchase the Offerings by executing an Order Form and/or a SOW that are governed by these Terms. When an Affiliate of Neo4j or Customer executes an Order Form or SOW, each Order Form or SOW creates a separate Agreement between the respective Affiliates. Amendments apply only to the executing Affiliates. Neo4j and Customer are not liable for their Affiliates' actions or obligations under separate Agreements, and there is no joint liability. Claims and damages must be pursued solely against the responsible Affiliate, except as required by local law.
- Intellectual Property.
- Neo4j Ownership. Customer agrees that Neo4j or its suppliers retain all right, title and interest (including Intellectual Property Rights) in and to the Offerings, Documentation and Deliverables, and any derivative works, modifications, or improvements of any of the foregoing, including any Feedback incorporated (collectively, “Neo4j Technology”). Except for the limited rights in this Agreement, no rights to Neo4j Technology are granted to Customer and Customer agrees its usage of Neo4j Technology shall be in accordance with the Agreement. Notwithstanding anything to the contrary herein, Neo4j may freely use and incorporate into Neo4j’s products and services any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by Customer or by any users of the Offerings (“Feedback”).
- Open-Source Software. Third party open-source software that is utilized with or otherwise provided with the Offerings is subject to and licensed under the applicable Third-Party License Terms. Neo4j represents and warrants that the open-source software, when used as delivered by Neo4j and unmodified by Customer in accordance with the license rights granted by Neo4j, does not require Customer to disclose or license Customer’s own proprietary source code, or otherwise make it available at no charge.
- Marketing. Neo4j may reference Customer’s name and logo in public marketing materials, provided such use complies with Customer’s brand guidelines.
- Neo4j Ownership. Customer agrees that Neo4j or its suppliers retain all right, title and interest (including Intellectual Property Rights) in and to the Offerings, Documentation and Deliverables, and any derivative works, modifications, or improvements of any of the foregoing, including any Feedback incorporated (collectively, “Neo4j Technology”). Except for the limited rights in this Agreement, no rights to Neo4j Technology are granted to Customer and Customer agrees its usage of Neo4j Technology shall be in accordance with the Agreement. Notwithstanding anything to the contrary herein, Neo4j may freely use and incorporate into Neo4j’s products and services any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by Customer or by any users of the Offerings (“Feedback”).
- Privacy. Neo4j will process Customer’s personal data, which may be submitted in connection with the registration or administration of a Neo4j account, such as name and email address, in compliance with this Agreement and Neo4j's Privacy Policy.
- Confidentiality. Each party (as “Receiving Party”) will protect the other’s Confidential Information with at least the same care it uses for its own Confidential Information, and no less than reasonable care. It will (i) use Confidential Information of the other party (the “Disclosing Party”) only as permitted under the Agreement, and (ii) limit access to those who need it, and who are bound by similar confidentiality obligations, and for whom the Receiving Party shall be liable for compliance hereof. If legally required to disclose Confidential Information, the Receiving Party will, where legally permitted, give advance notice and reasonably assist in seeking confidential treatment of the Confidential Information. Disclosure may cause significant harm, entitling the Disclosing Party to seek equitable relief in addition to other legal remedies.
- Offerings and Other Services.
- Offerings. Neo4j will provide to Customer the applicable Offerings during the Term as described in the applicable Offerings Addendum, which are incorporated into and subject to the Terms.
- Consulting Services. Customer may execute an Order Form or SOW for Neo4j to provide Consulting Services. Any such Order Forms or SOWs are incorporated into and governed by these Terms.
- Support and Availability. During the Term, Neo4j will provide Customer with Support Services for its Offerings as specified in the applicable Support Terms and/or Order Form. For Offerings that are offered free of charge, Neo4j may or may not, in its discretion, provide more limited support. Neo4j reserves the right to modify the Support Terms provided no such modification shall result in a material reduction in support or availability during the Subscription Term.
- Fees and Payment; Taxes.
- Fees and Payment. Customer agrees to pay all fees charged by Neo4j for Customer’s use of Offerings. The fees will be (i) specified in applicable Order Forms and SOWs, and/or (ii) calculated based on the fees for the specific Offering set forth on the Pricing Page (“Fees”). Except as expressly set forth in this Agreement, all payment obligations are non-cancelable and Fees are non-refundable. Late payments incur a charge of the lower of one- and one-half percent (1.5%) per month (and shall thereafter bear interest at a rate of eighteen percent (18%) per annum until paid) or the highest interest rate permitted by applicable law.
- Purchase Orders. If Customer issues a purchase order, it is for internal purposes only and any terms and conditions referenced in the purchase order are rejected by Neo4j and have no effect. No purchase order shall limit Neo4j’s right to collect Fees and must cover the total Fees owed under the applicable Order Form or SOW. On request, Neo4j may reference the purchase order number on its invoices, provided the purchase order is given to Neo4j at least ten (10) business days before the invoice date.
- Taxes. Fees exclude all taxes (e.g., sales, use, GST, VAT, withholding), except those based on Neo4j’s net income, property, or employees. Customer is responsible for all taxes related to its purchases and use of the Offerings. If Neo4j is required to pay or collect such taxes, it will invoice Customer, who must pay unless a valid exemption certificate authorized by the appropriate taxing authority is provided. If withholding is required by law, Customer will gross up payments so Neo4j receives the full amount equal to the amount Neo4j would have received had no such deductions or withholdings been made. Upon request, Customer will provide proof of tax remittance and, where applicable, VAT/GST registration numbers on the Order Form.
- Reseller Orders. If Customer procures Offerings through a Reseller, Customer agrees (a) Neo4j may share usage and billing details with the Reseller, and (b) termination and suspension provisions apply if Reseller fails to pay Neo4j.
- Cloud Marketplace Billing. Notwithstanding anything to the contrary in this Agreement, where Customer has purchased Offerings through a cloud service provider (a “CSP”) marketplace, Customer agrees that all Fees shall be paid through billing of Customer’s account with such CSP. Customer further agrees that any refund to which Customer may be entitled under this Agreement may be provided in the form of a credit back to Customer’s account with such CSP, unless otherwise limited by the CSP’s refund requests policy.
- Term and Termination.
- Term. This Agreement is effective as of the Effective Date and will remain in effect for the Term of the Agreement.
- Termination for Cause.
- (a) Each party may terminate this Agreement with notice if (i) the other party commits a material breach of the Terms and fails to cure it within thirty (30) days following a written request from the notifying party to cure such material breach; or (ii) the other party ceases business operations or becomes subject to bankruptcy or insolvency proceedings that are not dismissed within sixty (60) days. Termination of this Agreement pursuant to this Section 9.2(a) will result in the termination of any Subscriptions, Order Forms, or SOWs that may be in effect.
- (b) Each party may terminate an Order Form or SOW with notice if (i) the other party commits a material breach of the applicable Order Form or SOW and fails to cure it within thirty (30) days following a written request from the notifying party to cure such material breach. Upon the termination or expiration of an Order Form or SOW, the respective rights and obligations of the parties will cease, provided that termination under this Section 9.2(b) will not result in termination of any coexisting Order Forms and/or SOWs that are subject to these Terms and not affected by the material breach and the respective termination.
- Effect of Termination.
- (a) Upon the termination of the Agreement: (i) the right to use the Offerings immediately ends, and the Customer, including Users and Contractors, must stop using them (except to exercise the Retrieval Right as set forth in the Cloud Offering Addendum, if applicable) and (ii) Neo4j’s obligations to perform or provide the Offerings shall immediately terminate. In addition, Customer shall pay Neo4j any outstanding and future Fees under the Agreement, unless Customer terminates under Section 9.2. In such an event, Neo4j will refund the unused portion of prepaid Fees based on the effective date of termination. Further, within ten (10) days of termination, each party shall use reasonable efforts to destroy all Confidential Information of the other party in its possession, retaining only one archival copy for purposes of ensuring compliance with the Agreement and applicable laws.
- (b) Notwithstanding the foregoing, the following terms shall survive the termination or expiration of this Agreement, together with any other terms which by their nature are intended to survive such termination: 4 (Intellectual Property), 6 (Confidentiality), 8 (Fees & Payment; Taxes), 9.3 (Effects of Termination), 11 (Indemnification), 12 (Limitation of Liability), and 13 (General Terms).
- (c) Neo4j shall not be liable to the Customer or any third party for costs or damages resulting from the termination of any Order Form or SOW due to the Customer’s uncured breach. This includes losses of prospective profits, goodwill, expenditures, leases, or commitments related to the Customer's business
- Term. This Agreement is effective as of the Effective Date and will remain in effect for the Term of the Agreement.
- Warranty.
- Neo4j Warranty. Neo4j warrants that the Software and the Cloud Offering will materially conform to the specifications set forth in their applicable Documentation during the Subscription Term. This warranty excludes trial or beta versions, experimental features, and issues related to the performance, operation or security of the Software and the Cloud Offering that are caused by or attributable to third-party content, services provided by third parties, or any bug, defect or error caused by or attributable to software or hardware not approved by Neo4j. Neo4j does not warrant that the Software and the Cloud Offering will be uninterrupted or error-free, that all defects will be corrected, or that the Software and the Cloud Offering will meet Customer’s requirements or expectations. Neo4j also warrants that Support Services will be performed professionally and according to industry standards, and, in accordance with Neo4j’s then current applicable Support Terms.
- Remedies. If Neo4j is unable to correct a reported non-conformity with this warranty within a reasonable time after receipt of notice by Customer, either party may terminate the applicable Order Form or SOW, and Customer, as its sole remedy, will be entitled to receive a refund of any unused Fees that Customer has pre-paid for the applicable Offering.
- Disclaimer. Except as set forth in the Agreement, the Offerings are provided “as is” and Neo4j makes no other warranties, express or implied, statutory or otherwise, including, without limitation, merchantability, title, fitness for a particular purpose, satisfactory quality, and non-infringement.
- Indemnification.
- By Neo4j. Neo4j will defend and indemnify Customer against third-party claims that an Offering and/or Deliverable, when used per the Agreement and Documentation, infringes a copyright or registered patent in a Berne Convention country, covering damages and costs finally awarded or settled by Neo4j. If Customer’s use of the Offering results or is likely to result in an infringement claim, Neo4j may: (a) substitute functionally similar products or services; (b) procure for Customer the right to continue using the Offering; or (c) terminate the applicable Order Form or SOW and refund unused pre-paid Fees for the applicable Offering. This obligation does not apply to claims caused by: (1) third-party or Customer-requested modifications; (2) the combination of an Offering with non-Neo4j products or processes; (3) use of the Offering in non-conformity with the applicable Agreement and Documentation; or (4) Customer Data or non-Neo4j deliverables. This Section 11.1 is Customer’s sole remedy for intellectual property infringement claims.
- By Customer. Customer will defend and indemnify Neo4j against any third-party claim related to Customer Data, materials provided to Neo4j by Customer in connection with an Offering, or any Customer-offered product or service used with the Offering(s), and will cover any damages and costs (including reasonable attorneys’ fees) finally awarded against Neo4j or agreed in settlement by Customer resulting from such claim.
- Procedures. For claims under this Section, the indemnified party must: (i) promptly notify the indemnifying party in writing, (ii) allow the indemnifying party to control the defense and settlement at indemnifying party’s expense, and (iii) provide reasonable cooperation at the indemnifying party’s expense. Delay in notice does not relieve obligations but excludes liability for pre-notice expenses or harm caused by the delay or failure to notify. The indemnifying party may not settle any claim imposing obligations (except payment covered by the indemnifying party or ceasing to use infringing materials) or admissions on the indemnified party without the indemnified party’s written consent, not unreasonably withheld. Indemnification under this Section does not apply if the indemnified party settles or admits liability without prior written consent.
- Limitation of Liability.
- General Limitation. To the fullest extent permitted under applicable law, under no circumstances shall Neo4j or Customer be liable to each other or any third party for any indirect, incidental, special, exemplary, punitive, reliance, or consequential damages (including, without limitation, damages for loss of business profits, business interruption, or loss of business information) arising out of or relating to this Agreement, including, without limitation, use or inability to use the Offerings, regardless of the legal theory upon which any claim is based, even if advised of the possibility of such damages.
- Aggregate Liability. Without limiting the foregoing, and subject to Section 12.3, in no event shall the aggregate liability of Neo4j or Customer under this Agreement exceed the total amount of Fees paid and payable by Customer to Neo4j under the applicable online order, Order Form, or SOW during the twelve (12) month period immediately preceding the event giving rise to the claim for damages (“General Liability Cap”), except Neo4j’s total aggregate liability for damages arising out of or related to any Offering provided free of charge is limited to $500 (five hundred U.S. dollars).
- Exceptions to Limitations. The limitations in Sections 12.1. and 12.2 shall not apply to the extent arising from (i) a party’s fraud, gross negligence, or willful misconduct, (ii) breach of confidentiality obligations (but excluding obligations and/or claims relating to Customer Data), (iii) Customer’s breach of the licenses granted pursuant to the applicable Agreement, and/or (iv) Customer’s payment obligations.
- Data Processing and Unauthorized Disclosure. The limitation of liability in Section 12.2 shall not apply to damages arising from (i) Neo4j’s failure to comply with its obligations under Neo4j’s Data Processing Addendum ("DPA"), to the extent that the parties have executed a DPA, or (ii) claims arising from unauthorized disclosure of Customer Data. In such cases, Neo4j’s total cumulative liability shall be limited to twice the amount paid by Customer under the specific Agreement in the twelve (12) months immediately preceding the first event giving rise to liability (“Data Protection Claims Cap”).
- Applicability to Offerings and Support. This Section 12 applies to Offerings and Support Services, if applicable. These limitations shall apply even if this Agreement or any limited remedy specified herein is found to have failed its essential purpose.
- General Limitation. To the fullest extent permitted under applicable law, under no circumstances shall Neo4j or Customer be liable to each other or any third party for any indirect, incidental, special, exemplary, punitive, reliance, or consequential damages (including, without limitation, damages for loss of business profits, business interruption, or loss of business information) arising out of or relating to this Agreement, including, without limitation, use or inability to use the Offerings, regardless of the legal theory upon which any claim is based, even if advised of the possibility of such damages.
- General Terms.
- Choice of Law; Venue. This Agreement and any applicable Agreement shall be governed by the Governing Laws, excluding its conflicts of law rules, and the parties’ consent to exclusive jurisdiction and venue in the Governing Courts, without regard to the United Nations Convention on the International Sale of Goods.
- Waiver. No waiver will be implied from conduct or failure to enforce rights. No waiver will be effective unless in a writing signed on behalf of the party against whom the waiver is asserted.
- Order of Precedence. In the event of a conflict between the Terms and any Order Form or SOW, the order of precedence will be: first, the Order Form; second, the SOW; third, the Terms.
- Assignment. While the Neo4j entity contracting with Customer remains fully liable for all obligations, some obligations may be fulfilled by Neo4j Affiliates. Customer cannot assign this Agreement or licenses without Neo4j's prior written consent; any attempt otherwise is void. However, either Party may assign the Agreement to (i) its Affiliates, (ii) a successor by merger or consolidation, or (iii) a purchaser of all or substantially all assets. The Agreement binds and benefits the successors and permitted assigns of the parties.
- Force Majeure. Neither party shall be liable to the other party or any third party for failure or delay in performing its obligations under this Agreement when such failure or delay is due to any cause beyond the control of the party concerned, including, without limitation, acts of God, governmental orders or restrictions, fire, or flood, provided that upon cessation of such events such party shall thereupon promptly perform or complete the performance of its obligations hereunder. Customer’s payment obligations are not subject to force majeure.
- Notices. Notices under this Agreement must be in writing and sent by personal delivery, email, or certified/registered mail (return receipt requested). They are deemed given upon delivery, five (5) business days after mailing, or upon email confirmation. Notices go to the addresses in the latest Order Form or SOW (cc: legal@neo4j.com). Customer agrees to receive electronic and website notices for policy and Documentation updates and other communications (subject to Neo4j’s warranties and does not apply to notices for breach).
- Code of Conduct. Each party has its own code of conduct, which it will observe during the term of the Agreement. Both parties agree their codes have equal status, and neither is contractually bound by the other party’s code of conduct.
- Severability. If any provision of this Agreement is judged by a court of competent jurisdiction to be invalid or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.
- Relationship. The parties are independent contractors, and nothing herein shall be construed to create any agency, partnership, or other form of joint enterprise between the parties.
- Export. Customer agrees to comply with all U.S. and local export control laws and regulations applicable to its Offerings.
- Amendments. Except as otherwise specified in this Agreement, this Agreement may be amended or supplemented only by a writing that refers explicitly to this Agreement and that is signed on behalf of both parties.
- Entire Agreement. This Agreement and the referenced documents (incorporated by reference) represent the complete and exclusive understanding between the parties, superseding all prior agreements or communications on the subject. You acknowledge that your payment obligations under the Order Form or SOW are not based on any future availability of programs or updates.
- Electronic Execution. This Agreement may be signed electronically or entered into in one or more counterparts, each of which will be deemed an original, and all of which taken together shall constitute one and the same instrument.
- Definitions.
- “Acceptable Use Policy” means Neo4j’s acceptable use policy, made available at https://neo4j.com/legal-terms/.
- “Affiliate” means any individual, corporation, partnership, or business entity that controls, is controlled by, or is under common control by an entity with an ownership of more than 50% of the voting shares.
- 	“Authorized Reseller” means a vendor authorized by Neo4j to resell its Offerings.
- 	“Confidential Information” means all information identified as confidential at disclosure or that should reasonably be known as confidential due to its nature and the circumstances. All Customer Data is deemed Confidential Information of Customer without any marking. All Neo4j Technology and Agreement terms are deemed Confidential Information of Neo4j without marking. Confidential Information shall not include information the Receiving Party can demonstrate: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of Receiving Party with no access to such information.
- 	“Consulting Services” means implementation services, training or consulting services performed by Neo4j or its authorized representatives.
- 	“Contractor” shall mean the independent contractors and consultants permitted by Customer to use the Offerings.
- 	“Customer Data” means any data uploaded by or on behalf of Customer through applicable Offerings for processing, storage, or hosting in connection with Customer’s use of that Offering.
- 	“Deliverables” has the meaning set forth in the Consulting Services addendum.
- 	“Disclosing Party” is defined in Section 6 (Confidentiality).
- “Documentation” means Neo4j’s documentation and usage guides including standard installation materials, training materials, specifications and online help documents for the applicable Offerings made generally available by Neo4j, such as https://neo4j.com/docs/.
- “Feedback” is defined in Section 4 (Intellectual Property).
- “Fees” is defined in Section 8.1 (Fees and Payment).
- “Governing Courts” and “Governing Laws” mean for customers contracting with Neo4j Sweden AB, the Governing Laws are Swedish law with exclusive jurisdiction in the courts of Malmö, Sweden; and for customers contracting with Neo4j, Inc., the Governing Laws are the laws of California with exclusive jurisdiction in the state and U.S. federal courts located in Santa Clara, California.
- "Intellectual Property Rights" means current and future worldwide rights under patent, copyright, trade secret, trademark, and moral rights laws, and other similar rights.
- “Neo4j Contracting Entity” means (i) the entity specified in an Order Form or SOW; (ii) Neo4j Inc. for transactions through a CSP marketplace; (iii) Neo4j Sweden AB for Customers incorporated in Europe, Middle East, Africa, China and Singapore; or (iv) Neo4j, Inc. for Customers incorporated in all other countries.
- “Neo4j Technology” is defined in Section 4 (Intellectual Property).
- “Offering(s)” means Neo4j’s offerings and services, such as Neo4j’s self-hosted software (“Software”) subject to the Software Addendum, software-as-a-service cloud offering (“Aura” or “Cloud Offering”) subject to the Cloud Addendum, and Neo4j’s consulting services (“Consulting Services”) subject to the Consulting Services Addendum; each of which may be ordered by Customer in an applicable Order Form or SOW, available on an online purchasing portal, or provided to Customer free of charge.
- “Offerings Addendum” means a separate addendum with offering-specific terms for the applicable Offering, such as the Software Addendum, Cloud Addendum, and/or Consulting Services Addendum.
- “Order Form” means the Neo4j ordering document referencing these Terms, executed by Customer or submitted by a Reseller which specifies the Offerings being provided by Neo4j, including any addenda and supplements, during the applicable Subscription Term.
- “Pricing Page” means the schedule of fees, made available at https://neo4j.com/pricing/.
- “Privacy Policy” means Neo4j’s Privacy Policy made available at https://neo4j.com/legal-terms/.
- “Receiving Party” is defined in Section 6 (Confidentiality).
- “Reseller Agreement" means an ordering document which sets the fees and terms between Authorized Reseller and Customer.
- “SOW” means each ordering document executed by the parties for Consulting Services referencing this Agreement.
- “Subscription” means Customer’s right, for a fixed period, to possess, use and/or access the Offerings, and to receive associated Support Services.
- “Subscription Term” means the period commencing and expiring in accordance with the start and end date set forth on the applicable Order Form.
- “Support Services” means Neo4j’s support and maintenance services.
- “Support Terms” means the Neo4j Support Terms made available at https://neo4j.com/terms/support-terms/.
- “Term” has the meaning set forth in the applicable Offering Addendum.
- “Third-Party License Terms” means the list of third-party licenses available at www.neo4j.com/thirdpartylicenses/.
- “Trust Center” means the Neo4j Security and Compliance site, made available at https://trust.neo4j.com/.
- “Users” means persons granted access to the Offerings by or on behalf of Customer, including its Affiliates, Contractors and its Affiliates’ Contractors.
Neo4j Software Addendum
This Neo4j Software Addendum ("Software Addendum") is incorporated into and supplements the Neo4j Terms. This Software Addendum sets forth the terms that govern Customer’s purchase and use of Neo4j’s self-hosted Software. Capitalized terms not defined in this Software Addendum shall have the meanings set forth in the Terms of the Agreement.
- General.
- Delivery. Neo4j will enable Customer to download the Software from the Neo4j website or make it available electronically. The Software is provided in object code only and is deemed accepted by Customer upon Neo4j making the Software (or the relevant update or upgrade) available to Customer.
- Ownership. Neo4j or its licensors retain all rights to the Software, Documentation, and related materials, including all Intellectual Property Rights. Customer must not act or permit any action that infringes on these rights. All elements of the Software, including but not limited to graphics, interfaces, code, and trademarks ("Neo4j Marks"), are owned by Neo4j or its licensors. Customer cannot use or register Neo4j Marks. Title to the Software (including all copies) remains with Neo4j, and all copies must include copyright and proprietary notices. Use of Neo4j Marks, if permitted, must follow the Neo4j Trademark Policy and Guidelines (located at https://neo4j.com/legal-terms/).
- Term. When the Agreement includes this Software Addendum, the term of the Agreement commences on the Effective Date and will remain in effect for the Subscription Term ("Term").
- License; Restrictions.
- General. Subject to the Terms and any applicable Order Form, Neo4j grants Customer, for the Subscription Term, a nonexclusive, revocable, non-transferable, non-sublicensable, internal license either hosted on Customer’s premises or hosted in Customer’s cloud environment, to use the Software solely for Customer’s business purposes in accordance with the Documentation. Customer may allow its Affiliates and Contractors to use the Software for Customer’s business purposes, provided Customer remains liable for their compliance with the Agreement.
- License Restrictions. Customer may not, and will not permit or induce any third party to (i) alter, modify, translate, adapt in any way, or prepare any derivative work based upon the Software; or (ii) run or use any version or edition of the Neo4j software licensed under the AGPL, AGPLv3 with Commons Clause, GPL or any other open source license for the same Project specified in the applicable Order Form in which Customer uses or has used the Software licensed hereunder, during the Term of the Agreement and for thirty-six (36) months thereafter.
- Usage Limit Compliance and Software Usage Data.
- Usage Limit Compliance. Customer's Software deployment is subject to term, metric, and quantity limits ("Usage Limits") specified in the applicable Order Form. Customer must accurately record and provide information on Software use to verify compliance with Usage Limits. Neo4j may request certification of compliance during the Subscription Term and for 12 months thereafter, which Customer must promptly provide using a Neo4j approved tool or method (the “Certification”). If Customer exceeds Usage Limits ("Excessive Use"), Customer must pay the difference between actual use and the Excessive Use based on Neo4j's rates in the most recent Order Form ("Upgraded License Fee"). Neo4j may suspend or terminate the applicable Agreement and/or Order Form if Customer fails to pay the Upgraded License Fee within forty-five (45) days of certified Excessive Use or if Certification is not provided within thirty (30) days of request. Neo4j is not liable for Certification cooperation costs, and exceeding Usage Limits is not permitted regardless of Certification requests.
- Software Usage Data. “Software Usage Data” means information, other than Customer content uploaded in Neo4j Software, that may be automatically collected and reported by the Software including software version and edition, number of processors and memory on the server, and the number of nodes, relationships, labels and properties. Customer acknowledges and agrees that Neo4j may collect and use Software Usage Data for product support and operations management, deployment review and optimization, and research and development purposes. Such Software Usage Data can be disabled at Customer’s discretion using the configuration set forth at https://neo4j.com/docs/usage_data.
Hybrid Cloud & Software Agreement
Version 1.1
Effective August 7th 2025
DownloadTable of Contents
Neo4j Cloud & Software Agreement
Last Updated: July 21, 2025 | Archive
This Neo4j Customer Agreement consists of the terms below, referenced URLs, applicable Offering Addenda (collectively, the “Terms”), applicable Order Forms and Statements of Work (together with the Terms, the “Agreement”). It forms a binding agreement between the applicable Neo4j Contracting Entity as specified in Section 14 below (“Neo4j”) and the entity or person agreeing to these terms (“Customer” or “you”). The Agreement governs Customer’s access to and use of the Offerings.
This Agreement takes effect when you click a check box presented with these terms, when you access or use any portion of the Offerings, by signing or accepting an Order Form referencing these Terms, or otherwise agree to it (the “Effective Date”). If you are accepting on behalf of an entity, such as the company you work for, you represent and warrant that (i) you have the legal authority to bind that entity; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of that entity as Customer, to this Agreement.
- Neo4j Responsibilities.
- General. Neo4j will make its Offerings available to Customer for the Term in accordance with the terms and conditions of this Agreement and the Documentation.
- Neo4j Security. Neo4j implements and maintains an information and security program as described in the Trust Center.
- Compliance with Applicable Laws. Neo4j provides the Offerings in compliance with applicable laws and regulations, including those related to data privacy and transfer, international communications, and exportation of personal data, but without regard to Customer’s particular use of the Offerings and subject to Customer’s compliance with the Agreement.
- General. Neo4j will make its Offerings available to Customer for the Term in accordance with the terms and conditions of this Agreement and the Documentation.
- Customer Responsibilities.
- Compliance. Customer’s use of the Offerings will comply with applicable laws and government regulations. Customer will be responsible for each User’s compliance with this Agreement, and acts or omissions by any User shall be deemed acts by Customer.
- Security and Backup. Customer is responsible for properly configuring and using the Offerings and taking appropriate steps to maintain security, protection, and backup of Customer Data. Some Offerings may include functionality for regular snapshot backups, and Customer is responsible for its own routine backups.
- General Restrictions. Except as may be set forth in any applicable Order Form, Customer will not (and will not permit any third party to) (i) sell, rent, lease, license, distribute, provide access to, sublicense, or otherwise make available the Offerings to a third party; (ii) use the Offering to operate a service bureau or outsourcing offering; (iii) reverse engineer, decompile, disassemble, or otherwise seek to obtain, discover, or reconstruct the source code, underlying ideas or algorithms, or non-public APIs to any of the Offerings unless expressly permitted by applicable law (and only upon advance notice to Neo4j); or (iv) remove or obscure any proprietary or other notices contained in the Offerings, Documentation, or other materials provided by Neo4j.
- Compliance. Customer’s use of the Offerings will comply with applicable laws and government regulations. Customer will be responsible for each User’s compliance with this Agreement, and acts or omissions by any User shall be deemed acts by Customer.
- Orders.
- Order Forms and Affiliates. Customer may purchase the Offerings by executing an Order Form and/or a SOW that are governed by the Terms. When an Affiliate of Neo4j or Customer executes an Order Form or SOW, each Order Form or SOW creates a separate Agreement between the respective Affiliates. Amendments apply only to the executing Affiliates. Neo4j and Customer are not liable for their Affiliates' actions or obligations under separate Agreements, and there is no joint liability. Claims and damages must be pursued solely against the responsible Affiliate, except as required by local law.
- Reseller Orders. Customer may procure use of Offerings from an Authorized Reseller. Customer’s use of the Offerings is governed by the Agreement, except Section 8 (Fees and Payment; Taxes). The Authorized Reseller is not authorized to make any changes to this Agreement or to make any warranties, representations, promises or commitments on behalf of Neo4j or the applicable Offerings. Neo4j is not responsible for Authorized Reseller’s obligations to Customer, any of Authorized Reseller’s acts and omissions, or for any third-party products or services furnished to Customer by Authorized Reseller. Neo4j is not obligated to provide the Offerings to Customer under a Reseller Agreement if it has not received an Order Form from the Authorized Reseller for Customer.
- Order Forms and Affiliates. Customer may purchase the Offerings by executing an Order Form and/or a SOW that are governed by the Terms. When an Affiliate of Neo4j or Customer executes an Order Form or SOW, each Order Form or SOW creates a separate Agreement between the respective Affiliates. Amendments apply only to the executing Affiliates. Neo4j and Customer are not liable for their Affiliates' actions or obligations under separate Agreements, and there is no joint liability. Claims and damages must be pursued solely against the responsible Affiliate, except as required by local law.
- Intellectual Property.
- Neo4j Ownership. Customer agrees that Neo4j or its suppliers retain all right, title and interest (including Intellectual Property Rights) in and to the Offerings, Documentation and Deliverables, and any derivative works, modifications, or improvements of any of the foregoing, including any Feedback incorporated (collectively, “Neo4j Technology”). Except for the limited rights in this Agreement, no rights to Neo4j Technology are granted to Customer and Customer agrees its usage of Neo4j Technology shall be in accordance with the Agreement. Notwithstanding anything to the contrary herein, Neo4j may freely use and incorporate into Neo4j’s products and services any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by Customer or by any users of the Offerings (“Feedback”).
- Open-Source Software. Third party open-source software that is utilized with or otherwise provided with the Offerings is subject to and licensed under the applicable Third-Party License Terms. Neo4j represents and warrants that the open-source software, when used as delivered by Neo4j and unmodified by Customer in accordance with the license rights granted by Neo4j, does not require Customer to disclose or license Customer’s own proprietary source code, or otherwise make it available at no charge.
- Marketing. Neo4j may reference Customer’s name and logo in public marketing materials, provided such use complies with Customer’s brand guidelines.
- Neo4j Ownership. Customer agrees that Neo4j or its suppliers retain all right, title and interest (including Intellectual Property Rights) in and to the Offerings, Documentation and Deliverables, and any derivative works, modifications, or improvements of any of the foregoing, including any Feedback incorporated (collectively, “Neo4j Technology”). Except for the limited rights in this Agreement, no rights to Neo4j Technology are granted to Customer and Customer agrees its usage of Neo4j Technology shall be in accordance with the Agreement. Notwithstanding anything to the contrary herein, Neo4j may freely use and incorporate into Neo4j’s products and services any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by Customer or by any users of the Offerings (“Feedback”).
- Privacy. Neo4j will process Customer’s personal data, which may be submitted in connection with the registration or administration of a Neo4j account, such as name and email address, in compliance with this Agreement and Neo4j's Privacy Policy.
- Confidentiality. Each party (as “Receiving Party”) will protect the other’s Confidential Information with at least the same care it uses for its own Confidential Information, and no less than reasonable care. It will (i) use Confidential Information of the other party (the “Disclosing Party”) only as permitted under the Agreement, and (ii) limit access to those who need it, and who are bound by similar confidentiality obligations, and for whom the Receiving Party shall be liable for compliance hereof. If legally required to disclose Confidential Information, the Receiving Party will, where legally permitted, give advance notice and reasonably assist in seeking confidential treatment of the Confidential Information. Disclosure may cause significant harm, entitling the Disclosing Party to seek equitable relief in addition to other legal remedies.
- Offerings and Other Services.
- Offerings. Neo4j will provide to Customer the applicable Offerings during the Term as described in the applicable Offerings Addendum, which are incorporated into and subject to the Terms.
- Consulting Services. Customer may execute an Order Form or SOW for Neo4j to provide Consulting Services. Any such Order Forms or SOWs are incorporated into and governed by these Terms.
- Support and Availability. During the Term, Neo4j will provide Customer with Support Services for its Offerings as specified in the applicable Support Terms and/or Order Form. For Offerings that are offered free of charge, Neo4j may or may not, in its discretion, provide more limited support. Neo4j reserves the right to modify the Support Terms provided no such modification shall result in a material reduction in support or availability during the Subscription Term.
- Fees and Payment; Taxes.
- Fees and Payment. Customer agrees to pay all fees charged by Neo4j for Customer’s use of Offerings. The fees will be (i) specified in applicable Order Forms and SOWs, and/or (ii) calculated based on the fees for the specific Offering set forth on the Pricing Page (“Fees”). Except as expressly set forth in this Agreement, all payment obligations are non-cancelable and Fees are non-refundable. Late payments incur a charge of the lower of one- and one-half percent (1.5%) per month (and shall thereafter bear interest at a rate of eighteen percent (18%) per annum until paid) or the highest interest rate permitted by applicable law.
- Purchase Orders. If Customer issues a purchase order, it is for internal purposes only and any terms and conditions referenced in the purchase order are rejected by Neo4j and have no effect. No purchase order shall limit Neo4j’s right to collect Fees and must cover the total Fees owed under the applicable Order Form or SOW. On request, Neo4j may reference the purchase order number on its invoices, provided the purchase order is given to Neo4j at least ten (10) business days before the invoice date.
- Taxes. Fees exclude all taxes (e.g., sales, use, GST, VAT, withholding), except those based on Neo4j’s net income, property, or employees. Customer is responsible for all taxes related to its purchases and use of the Offerings. If Neo4j is required to pay or collect such taxes, it will invoice Customer, who must pay unless a valid exemption certificate authorized by the appropriate taxing authority is provided. If withholding is required by law, Customer will gross up payments so Neo4j receives the full amount equal to the amount Neo4j would have received had no such deductions or withholdings been made. Upon request, Customer will provide proof of tax remittance and, where applicable, VAT/GST registration numbers on the Order Form.
- Reseller Orders. If Customer procures Offerings through a Reseller, Customer agrees (a) Neo4j may share usage and billing details with the Reseller, and (b) termination and suspension provisions apply if Reseller fails to pay Neo4j.
- Cloud Marketplace Billing. Notwithstanding anything to the contrary in this Agreement, where Customer has purchased Offerings through a cloud service provider (a “CSP”) marketplace, Customer agrees that all Fees shall be paid through billing of Customer’s account with such CSP. Customer further agrees that any refund to which Customer may be entitled under this Agreement may be provided in the form of a credit back to Customer’s account with such CSP, unless otherwise limited by the CSP’s refund requests policy.
- Term and Termination.
- Term. This Agreement is effective as of the Effective Date and will remain in effect for the Term of the Agreement.
- Termination for Cause.
- (a) Each party may terminate this Agreement with notice if (i) the other party commits a material breach of the Terms and fails to cure it within thirty (30) days following a written request from the notifying party to cure such material breach; or (ii) the other party ceases business operations or becomes subject to bankruptcy or insolvency proceedings that are not dismissed within sixty (60) days. Termination of this Agreement pursuant to this Section 9.2(a) will result in the termination of any Subscriptions, Order Forms, or SOWs that may be in effect.
- (b) Each party may terminate an Order Form or SOW with notice if (i) the other party commits a material breach of the applicable Order Form or SOW and fails to cure it within thirty (30) days following a written request from the notifying party to cure such material breach. Upon the termination or expiration of an Order Form or SOW, the respective rights and obligations of the parties will cease, provided that termination under this Section 9.2(b) will not result in termination of any coexisting Order Forms and/or SOWs that are subject to these Terms and not affected by the material breach and the respective termination.
- Effect of Termination.
- (a) Upon the termination of the Agreement: (i) the right to use the Offerings immediately ends, and the Customer, including Users and Contractors, must stop using them (except to exercise the Retrieval Right as set forth in the Cloud Offering Addendum, if applicable) and (ii) Neo4j’s obligations to perform or provide the Offerings shall immediately terminate. In addition, Customer shall pay Neo4j any outstanding and future Fees under the Agreement, unless Customer terminates under Section 9.2. In such an event, Neo4j will refund the unused portion of prepaid Fees based on the effective date of termination. Further, within ten (10) days of termination, each party shall use reasonable efforts to destroy all Confidential Information of the other party in its possession, retaining only one archival copy for purposes of ensuring compliance with the Agreement and applicable laws.
- (b) Notwithstanding the foregoing, the following terms shall survive the termination or expiration of this Agreement, together with any other terms which by their nature are intended to survive such termination: 4 (Intellectual Property), 6 (Confidentiality), 8 (Fees & Payment; Taxes), 9.3 (Effects of Termination), 11 (Indemnification), 12 (Limitation of Liability), and 13 (General Terms).
- (c) Neo4j shall not be liable to the Customer or any third party for costs or damages resulting from the termination of any Order Form or SOW due to the Customer’s uncured breach. This includes losses of prospective profits, goodwill, expenditures, leases, or commitments related to the Customer's business
- Term. This Agreement is effective as of the Effective Date and will remain in effect for the Term of the Agreement.
- Warranty.
- Neo4j Warranty. Neo4j warrants that the Software and the Cloud Offering will materially conform to the specifications set forth in their applicable Documentation during the Subscription Term. This warranty excludes trial or beta versions, experimental features, and issues related to the performance, operation or security of the Software and the Cloud Offering that are caused by or attributable to third-party content, services provided by third parties, or any bug, defect or error caused by or attributable to software or hardware not approved by Neo4j. Neo4j does not warrant that the Software and the Cloud Offering will be uninterrupted or error-free, that all defects will be corrected, or that the Software and the Cloud Offering will meet Customer’s requirements or expectations. Neo4j also warrants that Support Services will be performed professionally and according to industry standards, and, in accordance with Neo4j’s then current applicable Support Terms.
- Remedies. If Neo4j is unable to correct a reported non-conformity with this warranty within a reasonable time after receipt of notice by Customer, either party may terminate the applicable Order Form or SOW, and Customer, as its sole remedy, will be entitled to receive a refund of any unused Fees that Customer has pre-paid for the applicable Offering.
- Disclaimer. Except as set forth in the Agreement, the Offerings are provided “as is” and Neo4j makes no other warranties, express or implied, statutory or otherwise, including, without limitation, merchantability, title, fitness for a particular purpose, satisfactory quality, and non-infringement.
- Indemnification.
- By Neo4j. Neo4j will defend and indemnify Customer against third-party claims that an Offering and/or Deliverable, when used per the Agreement and Documentation, infringes a copyright or registered patent in a Berne Convention country, covering damages and costs finally awarded or settled by Neo4j. If Customer’s use of the Offering results or is likely to result in an infringement claim, Neo4j may: (a) substitute functionally similar products or services; (b) procure for Customer the right to continue using the Offering; or (c) terminate the applicable Order Form or SOW and refund unused pre-paid Fees for the applicable Offering. This obligation does not apply to claims caused by: (1) third-party or Customer-requested modifications; (2) the combination of an Offering with non-Neo4j products or processes; (3) use of the Offering in non-conformity with the applicable Agreement and Documentation; or (4) Customer Data or non-Neo4j deliverables. This Section 11.1 is Customer’s sole remedy for intellectual property infringement claims.
- By Customer. Customer will defend and indemnify Neo4j against any third-party claim related to Customer Data, materials provided to Neo4j by Customer in connection with an Offering, or any Customer-offered product or service used with the Offering(s), and will cover any damages and costs (including reasonable attorneys’ fees) finally awarded against Neo4j or agreed in settlement by Customer resulting from such claim.
- Procedures. For claims under this Section, the indemnified party must: (i) promptly notify the indemnifying party in writing, (ii) allow the indemnifying party to control the defense and settlement at indemnifying party’s expense, and (iii) provide reasonable cooperation at the indemnifying party’s expense. Delay in notice does not relieve obligations but excludes liability for pre-notice expenses or harm caused by the delay or failure to notify. The indemnifying party may not settle any claim imposing obligations (except payment covered by the indemnifying party or ceasing to use infringing materials) or admissions on the indemnified party without the indemnified party’s written consent, not unreasonably withheld. Indemnification under this Section does not apply if the indemnified party settles or admits liability without prior written consent.
- Limitation of Liability.
- General Limitation. To the fullest extent permitted under applicable law, under no circumstances shall Neo4j or Customer be liable to each other or any third party for any indirect, incidental, special, exemplary, punitive, reliance, or consequential damages (including, without limitation, damages for loss of business profits, business interruption, or loss of business information) arising out of or relating to this Agreement, including, without limitation, use or inability to use the Offerings, regardless of the legal theory upon which any claim is based, even if advised of the possibility of such damages.
- Aggregate Liability. Without limiting the foregoing, and subject to Section 12.3, in no event shall the aggregate liability of Neo4j or Customer under this Agreement exceed the total amount of Fees paid and payable by Customer to Neo4j under the applicable online order, Order Form, or SOW during the twelve (12) month period immediately preceding the event giving rise to the claim for damages (“General Liability Cap”), except Neo4j’s total aggregate liability for damages arising out of or related to any Offering provided free of charge is limited to $500 (five hundred U.S. dollars).
- Exceptions to Limitations. The limitations in Sections 12.1. and 12.2 shall not apply to the extent arising from (i) a party’s fraud, gross negligence, or willful misconduct, (ii) breach of confidentiality obligations (but excluding obligations and/or claims relating to Customer Data), (iii) Customer’s breach of the licenses granted pursuant to the applicable Agreement, and/or (iv) Customer’s payment obligations.
- Data Processing and Unauthorized Disclosure. The limitation of liability in Section 12.2 shall not apply to damages arising from (i) Neo4j’s failure to comply with its obligations under Neo4j’s Data Processing Addendum ("DPA"), to the extent that the parties have executed a DPA, or (ii) claims arising from unauthorized disclosure of Customer Data. In such cases, Neo4j’s total cumulative liability shall be limited to twice the amount paid by Customer under the specific Agreement in the twelve (12) months immediately preceding the first event giving rise to liability (“Data Protection Claims Cap”).
- Applicability to Offerings and Support. This Section 12 applies to Offerings and Support Services, if applicable. These limitations shall apply even if this Agreement or any limited remedy specified herein is found to have failed its essential purpose.
- General Limitation. To the fullest extent permitted under applicable law, under no circumstances shall Neo4j or Customer be liable to each other or any third party for any indirect, incidental, special, exemplary, punitive, reliance, or consequential damages (including, without limitation, damages for loss of business profits, business interruption, or loss of business information) arising out of or relating to this Agreement, including, without limitation, use or inability to use the Offerings, regardless of the legal theory upon which any claim is based, even if advised of the possibility of such damages.
- General Terms.
- Choice of Law; Venue. This Agreement and any applicable Agreement shall be governed by the Governing Laws, excluding its conflicts of law rules, and the parties’ consent to exclusive jurisdiction and venue in the Governing Courts, without regard to the United Nations Convention on the International Sale of Goods.
- Waiver. No waiver will be implied from conduct or failure to enforce rights. No waiver will be effective unless in a writing signed on behalf of the party against whom the waiver is asserted.
- Order of Precedence. In the event of a conflict between the Terms and any Order Form or SOW, the order of precedence will be: first, the Order Form; second, the SOW; third, the Terms.
- Assignment. While the Neo4j entity contracting with Customer remains fully liable for all obligations, some obligations may be fulfilled by Neo4j Affiliates. Customer cannot assign this Agreement or licenses without Neo4j's prior written consent; any attempt otherwise is void. However, either Party may assign the Agreement to (i) its Affiliates, (ii) a successor by merger or consolidation, or (iii) a purchaser of all or substantially all assets. The Agreement binds and benefits the successors and permitted assigns of the parties.
- Force Majeure. Neither party shall be liable to the other party or any third party for failure or delay in performing its obligations under this Agreement when such failure or delay is due to any cause beyond the control of the party concerned, including, without limitation, acts of God, governmental orders or restrictions, fire, or flood, provided that upon cessation of such events such party shall thereupon promptly perform or complete the performance of its obligations hereunder. Customer’s payment obligations are not subject to force majeure.
- Notices. Notices under this Agreement must be in writing and sent by personal delivery, email, or certified/registered mail (return receipt requested). They are deemed given upon delivery, five (5) business days after mailing, or upon email confirmation. Notices go to the addresses in the latest Order Form or SOW (cc: legal@neo4j.com). Customer agrees to receive electronic and website notices for policy and Documentation updates and other communications (subject to Neo4j’s warranties and does not apply to notices for breach).
- Code of Conduct. Each party has its own code of conduct, which it will observe during the term of the Agreement. Both parties agree their codes have equal status, and neither is contractually bound by the other party’s code of conduct.
- Severability. If any provision of this Agreement is judged by a court of competent jurisdiction to be invalid or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.
- Relationship. The parties are independent contractors, and nothing herein shall be construed to create any agency, partnership, or other form of joint enterprise between the parties.
- Export. Customer agrees to comply with all U.S. and local export control laws and regulations applicable to its Offerings.
- Amendments. Except as otherwise specified in this Agreement, this Agreement may be amended or supplemented only by a writing that refers explicitly to this Agreement and that is signed on behalf of both parties.
- Entire Agreement. This Agreement and the referenced documents (incorporated by reference) represent the complete and exclusive understanding between the parties, superseding all prior agreements or communications on the subject. You acknowledge that your payment obligations under the Order Form or SOW are not based on any future availability of programs or updates.
- Electronic Execution. This Agreement may be signed electronically or entered into in one or more counterparts, each of which will be deemed an original, and all of which taken together shall constitute one and the same instrument.
- Definitions.
- “Acceptable Use Policy” means Neo4j’s acceptable use policy, made available at https://neo4j.com/legal-terms/.
- “Affiliate” means any individual, corporation, partnership, or business entity that controls, is controlled by, or is under common control by an entity with an ownership of more than 50% of the voting shares.
- 	“Authorized Reseller” means a vendor authorized by Neo4j to resell its Offerings.
- 	“Confidential Information” means all information identified as confidential at disclosure or that should reasonably be known as confidential due to its nature and the circumstances. All Customer Data is deemed Confidential Information of Customer without any marking. All Neo4j Technology and Agreement terms are deemed Confidential Information of Neo4j without marking. Confidential Information shall not include information the Receiving Party can demonstrate: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of Receiving Party with no access to such information.
- 	“Consulting Services” means implementation services, training or consulting services performed by Neo4j or its authorized representatives.
- 	“Contractor” shall mean the independent contractors and consultants permitted by Customer to use the Offerings.
- 	“Customer Data” means any data uploaded by or on behalf of Customer through applicable Offerings for processing, storage, or hosting in connection with Customer’s use of that Offering.
- 	“Deliverables” has the meaning set forth in the Consulting Services addendum.
- 	“Disclosing Party” is defined in Section 6 (Confidentiality).
- “Documentation” means Neo4j’s documentation and usage guides including standard installation materials, training materials, specifications and online help documents for the applicable Offerings made generally available by Neo4j, such as https://neo4j.com/docs/.
- “Feedback” is defined in Section 4 (Intellectual Property).
- “Fees” is defined in Section 8.1 (Fees and Payment).
- “Governing Courts” and “Governing Laws” mean for customers contracting with Neo4j Sweden AB, the Governing Laws are Swedish law with exclusive jurisdiction in the courts of Malmö, Sweden; and for customers contracting with Neo4j, Inc., the Governing Laws are the laws of California with exclusive jurisdiction in the state and U.S. federal courts located in Santa Clara, California.
- "Intellectual Property Rights" means current and future worldwide rights under patent, copyright, trade secret, trademark, and moral rights laws, and other similar rights.
- “Neo4j Contracting Entity” means, in the following order of precedence, (i) the entity specified in an Order Form or SOW; (ii) Neo4j Inc. for transactions through a CSP marketplace; (iii) Neo4j Sweden AB for Customers incorporated in Europe, Middle East, Africa, China and Singapore; or (iv) Neo4j, Inc. for Customers incorporated in all other countries.
- “Neo4j Technology” is defined in Section 4 (Intellectual Property).
- “Offering(s)” means Neo4j’s offerings and services, such as Neo4j’s self-hosted software (“Software”) subject to the Software Addendum, software-as-a-service cloud offering (“Aura” or “Cloud Offering”) subject to the Cloud Addendum, and Neo4j’s consulting services (“Consulting Services”) subject to the Consulting Services Addendum; each of which may be ordered by Customer in an applicable Order Form or SOW, available on an online purchasing portal, or provided to Customer free of charge.
- “Offerings Addendum” means a separate addendum with offering-specific terms for the applicable Offering, such as the Software Addendum, Cloud Addendum, and/or Consulting Services Addendum.
- “Order Form” means the Neo4j ordering document referencing these Terms, executed by Customer or submitted by a Reseller which specifies the Offerings being provided by Neo4j, including any addenda and supplements, during the applicable Subscription Term.
- “Pricing Page” means the schedule of fees, made available at https://neo4j.com/pricing/.
- “Privacy Policy” means Neo4j’s Privacy Policy made available at https://neo4j.com/legal-terms/.
- “Receiving Party” is defined in Section 6 (Confidentiality).
- “Reseller Agreement" means an ordering document which sets the fees and terms between Authorized Reseller and Customer.
- “SOW” means each ordering document executed by the parties for Consulting Services referencing this Agreement.
- “Subscription” means Customer’s right, for a fixed period, to possess, use and/or access the Offerings, and to receive associated Support Services.
- “Subscription Term” means the period commencing and expiring in accordance with the start and end date set forth on the applicable Order Form.
- “Support Services” means Neo4j’s support and maintenance services.
- “Support Terms” means the Neo4j Support Terms made available at https://neo4j.com/terms/support-terms/.
- “Term” has the meaning set forth in the applicable Offering Addendum.
- “Third-Party License Terms” means the list of third-party licenses available at www.neo4j.com/thirdpartylicenses/.
- “Trust Center” means the Neo4j Security and Compliance site, made available at https://trust.neo4j.com/.
- “Users” means persons granted access to the Offerings by or on behalf of Customer, including its Affiliates, Contractors and its Affiliates’ Contractors.
Neo4j Cloud Addendum
This Neo4j Cloud Addendum ("Cloud Addendum") is incorporated into and supplements the Neo4j Terms. This Cloud Addendum sets forth the terms that govern Customer’s access and use of Neo4j’s Cloud Offering. Capitalized terms not defined in this Cloud Addendum shall have the meanings set forth in the Terms of the Agreement.
- General.
- Access and Use Rights. Neo4j will make the Cloud Offering available to Customer during the Term solely for internal use by Customer and its Users (i) for Customer’s business purposes; and/or (ii) to provide Customer-offered product(s) or service(s) used in connection with the Cloud Offering. Customer may permit its Contractors and Affiliates to serve as Users provided that any use of the Cloud Offering is solely for the benefit of Customer. Customer remains liable for any acts or omissions and the compliance with the Agreement by its Affiliates and/or Contractors.
- Client Software. To the extent Customer in connection with its use of the Cloud Offering installs any desktop client software that is made available to Customer by Neo4j for installation on end user computers (“Client Software”), Neo4j grants to Customer a limited, non-transferable, non-sublicensable, non-exclusive license during the Subscription Term to use the object code form of the Client Software internally for Customer’s use of the Cloud Offering, subject to the terms and conditions of the Agreement and Documentation.
- Neo4j Technology. Customer acknowledges the Cloud Offering is offered as an online, hosted solution, and that Customer has no right to obtain a copy of the underlying computer code, except (if applicable) for the Client Software in object code format.
- Term. When the Agreement includes this Cloud Addendum, the term of the Agreement commences on the Effective Date and will remain in effect for the Subscription Term and any subsequent Follow-On Periods ("Term"). Customer’s continued use of the Cloud Offering following the end of the Subscription Term (and any subsequent Follow-On Periods) constitutes Customer’s consent to a one-month renewal of the Neo4j Cloud Agreement (located at https://neo4j.com/legal-terms/) (a “Follow-On Period”). If there is no Order Form currently in effect, either party may terminate the Neo4j Cloud Agreement upon 30 days notice to the other party during a Follow-On Period.
- Support and SLA. During the Term, Neo4j will provide Customer with the service levels for the Cloud Offering in accordance with the applicable Service Level Agreement ("SLA") made available at https://neo4j.com/legal-terms/.
- License Restrictions. Except as otherwise set forth in the applicable Order Form, Customer will not (and will not permit any third party to) (i) use the Cloud Offering in violation of the Acceptable Use Policy; (ii) use the Cloud Offering to provide, or incorporate the Cloud Offering into, any graph database service for the benefit of a third party; or (ii) run or use any Community version or edition of Neo4j software subject to an open source license during the Term and for thirty-six (36) months thereafter.
- Customer Data.
- Customer Data and Ownership. Customer or its licensors retain all right, title and interest (including Intellectual Property Rights) in and to Customer Data. Subject to the terms of the Agreement, Customer grants to Neo4j and its Affiliates a non-exclusive, worldwide, royalty-free, non-sublicensable, and non-transferable right to process the Customer Data solely to the extent necessary to provide the Offerings to Customer or as required by law.
- Customer Responsibilities. Customer is solely responsible for the accuracy, content and lawfulness of all Customer Data. Customer warrants that Customer has sufficient rights in the Customer Data to grant the rights to Neo4j under the Agreement. Customer agrees that it is responsible for assessing whether (i) its use of the Cloud Offering and the collection and provision of Customer Data by Customer to Neo4j and its sub-processors complies with applicable laws and government regulations; and (ii) its use of the Cloud Offering complies with specific regulatory and security requirements applicable to Customer in light of Customer's intended purpose in using the Cloud Offering. If the Health Insurance Portability and Accountability Act ("HIPAA") applies to Customer, Customer shall, prior to using Neo4j's Cloud Offering, enter into a Business Associate Agreement with Neo4j.
- Personal Data. In the event that Customer submits Customer Personal Data to Neo4j for processing, the parties will comply with the Data Processing Addendum (“DPA”). “Customer Personal Data” means the personal data contained within Customer Data, including any special categories of personal data or sensitive data as defined in the DPA. For clarity, data for which Neo4j is a data controller is processed in compliance with this Agreement and Neo4j's Privacy Policy.
- Customer Data Retrieval. Customer will have up to thirty (30) calendar days from termination or expiration of this Cloud Addendum to access the Cloud Offering solely to the extent necessary to retrieve Customer Data (“Retrieval Right”). If Customer exercises its Retrieval Right, this Cloud Addendum and the applicable Order Form shall continue in full force and effect for the duration of the Retrieval Right. Neo4j shall have no further obligation to make Customer Data available after expiration of the Retrieval Right and (subject to Section 9.3(a) (Effect of Termination) of the Terms) shall thereafter promptly delete Customer Data. After the Retrieval Right period, Customer shall cease use of and access to the Service (including any related Neo4j Technology) and delete all copies of Client Software, Documentation, any passwords or access codes, and any other Neo4j Confidential Information in its possession.
- Suspension. In addition to the other rights or remedies set forth in this Cloud Addendum and the Agreement, Neo4j reserves the right to suspend provision of services; (i) if Customer is thirty (30) days or more overdue on a payment, (ii) if Neo4j deems such suspension necessary as a result of Customer’s breach of Section 2.3 (General Restrictions) of the Terms and Section 2 (License Restrictions) of this Cloud Addendum, (iii) if Neo4j reasonably determines suspension is necessary to avoid material harm to Neo4j or its other subscribers, including if the Cloud Offering is experiencing denial of service attacks, mail flooding, or other disruptions outside of Neo4j’s control, or (d) as required by law or request of governmental entities.
- Aura-Feature Specific Terms. Customer’s use of certain Aura services and features will be subject to the applicable provisions in the Aura Feature-Specific Terms (available at https://neo4j.com/legal-terms/).
Neo4j Software Addendum
This Neo4j Software Addendum ("Software Addendum") is incorporated into and supplements the Neo4j Terms. This Software Addendum sets forth the terms that govern Customer’s purchase and use of Neo4j’s self-hosted Software. Capitalized terms not defined in this Software Addendum shall have the meanings set forth in the Terms of the Agreement.
- General.
- Delivery. Neo4j will enable Customer to download the Software from the Neo4j website or make it available electronically. The Software is provided in object code only and is deemed accepted by Customer upon Neo4j making the Software (or the relevant update or upgrade) available to Customer.
- Ownership. Neo4j or its licensors retain all rights to the Software, Documentation, and related materials, including all Intellectual Property Rights. Customer must not act or permit any action that infringes on these rights. All elements of the Software, including but not limited to graphics, interfaces, code, and trademarks ("Neo4j Marks"), are owned by Neo4j or its licensors. Customer cannot use or register Neo4j Marks. Title to the Software (including all copies) remains with Neo4j, and all copies must include copyright and proprietary notices. Use of Neo4j Marks, if permitted, must follow the Neo4j Trademark Policy and Guidelines (located at https://neo4j.com/legal-terms/).
- Term. When the Agreement includes this Software Addendum, the term of the Agreement commences on the Effective Date and will remain in effect for the Subscription Term ("Term").
- License; Restrictions.
- General. Subject to the Terms and any applicable Order Form, Neo4j grants Customer, for the Subscription Term, a nonexclusive, revocable, non-transferable, non-sublicensable, internal license either hosted on Customer’s premises or hosted in Customer’s cloud environment, to use the Software solely for Customer’s business purposes in accordance with the Documentation. Customer may allow its Affiliates and Contractors to use the Software for Customer’s business purposes, provided Customer remains liable for their compliance with the Agreement.
- License Restrictions. Customer may not, and will not permit or induce any third party to (i) alter, modify, translate, adapt in any way, or prepare any derivative work based upon the Software; or (ii) run or use any version or edition of the Neo4j software licensed under the AGPL, AGPLv3 with Commons Clause, GPL or any other open source license for the same Project specified in the applicable Order Form in which Customer uses or has used the Software licensed hereunder, during the Term of the Agreement and for thirty-six (36) months thereafter.
- Usage Limit Compliance and Software Usage Data.
- Usage Limit Compliance. Customer's Software deployment is subject to term, metric, and quantity limits ("Usage Limits") specified in the applicable Order Form. Customer must accurately record and provide information on Software use to verify compliance with Usage Limits. Neo4j may request certification of compliance during the Subscription Term and for 12 months thereafter, which Customer must promptly provide using a Neo4j approved tool or method (the “Certification”). If Customer exceeds Usage Limits ("Excessive Use"), Customer must pay the difference between actual use and the Excessive Use based on Neo4j's rates in the most recent Order Form ("Upgraded License Fee"). Neo4j may suspend or terminate the applicable Agreement and/or Order Form if Customer fails to pay the Upgraded License Fee within forty-five (45) days of certified Excessive Use or if Certification is not provided within thirty (30) days of request. Neo4j is not liable for Certification cooperation costs, and exceeding Usage Limits is not permitted regardless of Certification requests.
- Software Usage Data. “Software Usage Data” means information, other than Customer content uploaded in Neo4j Software, that may be automatically collected and reported by the Software including software version and edition, number of processors and memory on the server, and the number of nodes, relationships, labels and properties. Customer acknowledges and agrees that Neo4j may collect and use Software Usage Data for product support and operations management, deployment review and optimization, and research and development purposes. Such Software Usage Data can be disabled at Customer’s discretion using the configuration set forth at https://neo4j.com/docs/usage_data.
Neo4j Acceptable Use Policy
Version 1.0
Effective February 10th 2025
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Neo4j Acceptable Use Policy
Last Updated: February 10, 2025
Use of Neo4j offerings, including the Aura software-as-a-service cloud offering (“Service”), is subject to this Neo4j Acceptable Use Policy (“AUP”). The AUP sets forth certain restrictions on accessing and using the Service. The restrictions set forth in this AUP are not exhaustive.
Unless otherwise indicated, capitalized terms used but not defined have the meanings set forth in the applicable agreements between Customer and Neo4j governing Customer’s use of Neo4j offerings (the “Agreement”). If not defined in the Agreement, in the Neo4j Self-Serve Terms of Service located at https://legal.neo4j.com/. Notwithstanding anything to the contrary in the Agreement, in the event of any conflict between the Agreement and this AUP, this AUP shall govern.
Customer may not use the Service:
- to store, transmit, or make available (a) content that is infringing, libelous, unlawful, tortious, or in violation of third-party rights, (b) content or technology that harms, interferes with, or limits the normal operation of the Services, including monitoring traffic or data, or (c) viruses, malware, or other malicious code;
- (a) in a way intended to avoid incurring fees or exceeding usage limits or quotas; or (b) to disable or circumvent any security, billing, or monitoring mechanisms used by the Service;
- for illegal, threatening, or offensive uses, or for similarly objectionable purposes, such as propagating hate or violence or causing harm to others or to Neo4j;
- to transact in, or facilitate activities related to, misappropriating another individual’s identity, including, but not limited to, improperly obtained credit card information and/or account credentials;
- to attempt to gain unauthorized access to any Service or any related systems, including those of Neo4j’s subcontractors and other customers or users;
- to permit direct or indirect access to or use of any Service in a way that violates the Agreement or use any Service to access or use any intellectual property in or related to the Service except as permitted under the Agreement;
- to copy the Service, or any part, feature, function or user interface thereof except as expressly allowed for Client Software under the Agreement; or
- in order to benchmark the Service or to build similar or competitive products or services
Any violation of this AUP may result in the suspension or termination of your access to and use of the Service. If Customer becomes aware of any use or content that is in violation of the AUP, Customer agrees to promptly remedy such use or content. If you fail to do so, Neo4j or its providers may suspend or disable access to the Service (including your data) until Customer complies.
Aura Feature-Specific Terms
Version 1.1
Effective March 6th 2025
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Aura Feature-Specific Terms
Last Updated: March 6, 2025
These Aura Feature-Specific Terms are incorporated into the agreement under which Neo4j has agreed to provide the use and access to the Aura software-as-a-service cloud offering (the “Service”) to the Customer (the “Agreement”).
Unless otherwise indicated, capitalized terms used but not defined have the meanings set forth in the Agreement between Customer and Neo4j governing Customer’s use of the Service. If not defined in the Agreement, in the Self-Serve Aura Terms of Service located at https://legal.neo4j.com/.
- Experimental Service Terms. The Service may be provided with identified experimental features including such products, features, services, software, regions or cloud providers that may be labeled “beta” or “experimental” which are not part of the Service and which are not covered by maintenance and the warranty. Such features are offered "AS IS" and may never become part of the Service. Neo4j makes no representations or certifications with respect to experimental features.
- Neo4j AI Features. Customer, through its authorized administrators, can control use of Neo4j AI features from the Aura console settings as further described in the Documentation. Customer acknowledges that this notice constitutes disclosure of the use of an AI feature and the GenAI Output Disclaimer. For more details, refer to the Documentation and Neo4j’s Privacy Policy.
Self-Serve Aura Terms of Service
Version 2.0
Effective September 8th 2025
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Self-Serve Aura Terms of Service
Last Updated: September 8, 2025 | Archive
This Neo4j Customer Agreement consists of the terms below and referenced URLs (the “Agreement”) and forms a binding agreement between Neo4j, Inc. (“Neo4j”) and the entity or person agreeing to these terms (“Customer” or “you”). The Agreement governs Customer’s access to and use of the software-as-a-service cloud offering (“Aura” or “Service”).
This Agreement takes effect when you click a check box presented with these terms, when you access or use any portion of the Service, by signing or accepting an Order Form referencing this Agreement, or otherwise agree to it (the “Effective Date”). If you are accepting on behalf of an entity, such as the company you work for, you represent and warrant that (i) you have the legal authority to bind that entity; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of that entity as Customer, to this Agreement.
- Neo4j Responsibilities.
- General. Neo4j will make the Service available to Customer for the Term in accordance with the terms and conditions of this Agreement and the Documentation solely for internal use by Customer and its Users (i) for Customer’s business purposes; and/or (ii) to provide Customer-offered product(s) or service(s) used in connection with the Service. Customer may permit its Contractors and Affiliates to serve as Users provided that any use of the Service is solely for the benefit of Customer.
- Compliance with Applicable Laws. Neo4j provides the Service in compliance with applicable laws and regulations, including those related to data privacy and transfer, international communications, and exportation of personal data, but without regard to Customer’s particular use of the Service and subject to Customer’s compliance with this Agreement.
- General. Neo4j will make the Service available to Customer for the Term in accordance with the terms and conditions of this Agreement and the Documentation solely for internal use by Customer and its Users (i) for Customer’s business purposes; and/or (ii) to provide Customer-offered product(s) or service(s) used in connection with the Service. Customer may permit its Contractors and Affiliates to serve as Users provided that any use of the Service is solely for the benefit of Customer.
- Customer Responsibilities.
- Registrations. To register to use the Service, you must provide Neo4j with the information requested in the registration process, including your name, email address, and payment information. You will provide complete and accurate information during the registration process and will update it to ensure it remains accurate.
- Compliance. Customer’s use of the Service will comply with Neo4j’s Acceptable Use Policy and applicable laws and government regulations. Customer will be responsible for each User’s compliance with this Agreement, and acts or omissions by any User shall be deemed acts by Customer.
- Security and Backup. Customer is responsible for properly configuring and using the Service and taking appropriate steps to maintain security and protection. Except to the extent caused by our breach of this Agreement, Neo4j and its Affiliates are not responsible for unauthorized access to your account. You will contact Neo4j immediately if you believe an unauthorized third party may be using your account or if your account information is lost or stolen. You are also responsible for taking appropriate steps to maintain a backup of Customer Data. The Service may include functionality for regular snapshot backups, and you are responsible for your own routine backups.
- General Restrictions. Customer will not (and will not permit any third party to) (i) sell, rent, lease, license, distribute, provide access to, sublicense, transfer, or otherwise make available the Service to a third party or in a service bureau or outsourcing offering; (ii) use any Service to provide, or incorporate any Service into, any graph database service for the benefit of a third party; (iii) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to any Service, except to the extent expressly permitted by applicable law (and only upon advance written notice to Neo4j); (iv) remove or obscure any proprietary or other notices contained in the Service, Documentation, or other materials provided by Neo4j; or (v) run or use any version or edition of the Neo4j software licensed under the AGPL, AGPLv3 with Commons Clause, GPL or any other open source license (including, without limitation, the Community or Enterprise editions) during the term of the Agreement and for thirty-six (36) months thereafter.
- Registrations. To register to use the Service, you must provide Neo4j with the information requested in the registration process, including your name, email address, and payment information. You will provide complete and accurate information during the registration process and will update it to ensure it remains accurate.
- Service.
- Neo4j Technology. Customer acknowledges the Service is offered as an online, hosted solution, and that Customer has no right to obtain a copy of the underlying computer code for any Service, except (if applicable) for the Client Software in object code format.
- Client Software. To the extent Customer in connection with its use of the Service installs any desktop client software that is made available to Customer by Neo4j for installation on end user computers (“Client Software”), Neo4j grants to Customer a limited, non-transferable, non-sublicensable, non-exclusive license during the Subscription Term to use the object code form of the Client Software internally for Customer’s use of the Service, subject to the terms and conditions of the Agreement and Documentation.
- Aura Feature-Specific Terms. Customer’s use of certain Aura services and features will be subject to the applicable provisions in the Aura Feature-Specific Terms.
- Updates to the Service. Neo4j may make commercially reasonable updates to the Service from time to time, and this Agreement shall apply to such updated Service. Your continued use of the updated Service indicates your acceptance.
- Neo4j Technology. Customer acknowledges the Service is offered as an online, hosted solution, and that Customer has no right to obtain a copy of the underlying computer code for any Service, except (if applicable) for the Client Software in object code format.
- Intellectual Property.
- Neo4j Ownership. Customer agrees that Neo4j or its suppliers retain all right, title and interest (including Intellectual Property Rights) in and to the Service, Documentation, and any derivative works, modifications, or improvements of any of the foregoing, including any Feedback incorporated (collectively, “Neo4j Technology”). Except for the limited rights in this Agreement, no rights to Neo4j Technology are granted to Customer and Customer agrees its usage of Neo4j Technology shall be in accordance with the Agreement. Notwithstanding anything to the contrary herein, Neo4j may freely use and incorporate into Neo4j’s products and services any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by Customer or by any users of the Service (“Feedback”).
- Open-Source Software. Third party open-source software that is utilized with or otherwise provided with the Service is subject to and licensed under the applicable Third-Party License Terms. Neo4j represents and warrants that the open-source software, when used as delivered by Neo4j and unmodified by Customer in accordance with the license rights granted by Neo4j, does not require Customer to disclose or license Customer’s own proprietary source code, or otherwise make it available at no charge.
- Customer Reference and Publicity. Customer may state publicly its use of the Service, but may not use Neo4j’s trademarks without first obtaining written permission from Neo4j. Neo4j may include Customer’s name on a list of Neo4j customers or reference you as a user of the Service.
- Neo4j Ownership. Customer agrees that Neo4j or its suppliers retain all right, title and interest (including Intellectual Property Rights) in and to the Service, Documentation, and any derivative works, modifications, or improvements of any of the foregoing, including any Feedback incorporated (collectively, “Neo4j Technology”). Except for the limited rights in this Agreement, no rights to Neo4j Technology are granted to Customer and Customer agrees its usage of Neo4j Technology shall be in accordance with the Agreement. Notwithstanding anything to the contrary herein, Neo4j may freely use and incorporate into Neo4j’s products and services any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by Customer or by any users of the Service (“Feedback”).
- Customer Usage and Data.
- Customer Responsibilities. Customer is solely responsible for the accuracy, content and lawfulness of all Customer Data. Customer warrants that Customer has sufficient rights in the Customer Data to grant the rights to Neo4j under the Agreement. Customer agrees that it is responsible for assessing whether (i) its use of the Service and the collection and provision of Customer Data by Customer to Neo4j and its sub-processors complies with applicable laws and government regulations; and (ii) its use of the Service complies with specific regulatory and security requirements applicable to Customer in light of Customer's intended purpose with respect to its usage of the Service. If the Health Insurance Portability and Accountability Act ("HIPAA") applies to Customer, Customer shall, prior to using Neo4j's Service, enter into a Business Associate Agreement with Neo4j.
- Personal Data. In the event that Customer submits Customer Personal Data to Neo4j for processing, Customer will contact legal@neo4j.com to request a Data Processing Addendum ("DPA") that is pre-signed by Neo4j. Customer agrees Neo4j is merely a data processor under this Agreement. “Customer Personal Data” means the personal data contained within Customer Data, including any special categories of personal data or sensitive data as defined in the DPA. For clarity, data for which Neo4j is a data controller is processed in compliance with this Agreement and Neo4j's Privacy Policy.
- Ownership. Customer or its licensors retain all right, title and interest (including intellectual property rights) in and to Customer Data and any modifications made thereto during the operation of the Service. Subject to the terms of the Agreement, Customer grants to Neo4j and its Affiliates a non-exclusive, worldwide, royalty-free, non-sublicensable, and non-transferable right to process the Customer Data solely to the extent necessary to provide the Service to Customer or as required by law.
- Privacy. Neo4j will process Customer’s personal data, which may be submitted in connection with the registration or administration of a Neo4j account, such as name and email address, in compliance with this Agreement and Neo4j's Privacy Policy.
- Confidentiality. Each party (as “Receiving Party”) will protect the other’s Confidential Information with at least the same care it uses for its own Confidential Information, and no less than reasonable care. It will (i) use Confidential Information of the other party (the “Disclosing Party”) only as permitted under the Agreement, and (ii) limit access to those who need it, and who are bound by similar confidentiality obligations, and for whom the Receiving Party shall be liable for compliance hereof. If legally required to disclose Confidential Information, the Receiving Party will, where legally permitted, give advance notice and reasonably assist in seeking confidential treatment of the Confidential Information. Disclosure may cause significant harm, entitling the Disclosing Party to seek equitable relief in addition to other legal remedies.
- Support and Availability. During the Subscription Term, Neo4j will provide Customer with Support Services for its Service as specified in the applicable Support Terms and with the service levels for the Service in accordance with the applicable Service Level Agreement ("SLA") made available at https://neo4j.com/legal-terms/. For any part of the Service that is offered free of charge, Neo4j may or may not, in its discretion, provide more limited support. Neo4j reserves the right to modify the Support Terms and the SLA provided no such modification shall result in a material reduction in support or availability during the Subscription Term.
- Fees and Payment; Taxes.
- Fees and Payment. Customer agrees to pay all fees charged by Neo4j for Customer’s use of the Service. Fees are calculated on a monthly basis in arrears pursuant to the Pricing Page (“Fees”), as may be more specifically detailed within the Service. Except as expressly set forth in this Agreement, all payment obligations are non-cancelable and Fees are non-refundable. All Fees are payable in the currency of the United States through our payment processor (“Stripe”). If a payment is not successfully settled (e.g., due to expiration or insufficient funds), Customer remains responsible for any uncollected amounts, authorizes Neo4j to continue billing Customer’s payment method, and acknowledges that for some customer-chosen payment methods, the issuer may charge a foreign transaction fee and/or other charges, for which Customer will be responsible. Further, Neo4j may, in its sole discretion, offer Customer promotional credits or other free use of the Service. Any such credits or free use may or will be credited against Customer’s monthly Fees. Promotional credits and any other free use of the Service have no cash value, are non-transferable and non-refundable, and expire sixty (60) days after they are issued, unless otherwise indicated by Neo4j. Customer also acknowledges and agrees that Customer’s use of the Service may be limited or capped by Neo4j in its sole discretion.
- Payments Through Stripe. Customer may be required to provide credit card details to Stripe. Payment processing services by Stripe are subject to the Stripe Security Policy and the Stripe Privacy Policy, which Stripe may update from time to time. You agree to provide Neo4j accurate and complete information about you and your business, and you authorize Neo4j to share this information and transaction information (exclusive of any credit or debit card numbers, details or associated passwords) related to your use of the payment processing services provided by Stripe.
- Cloud Marketplace Billing. Notwithstanding anything to the contrary in this Agreement, where Customer has purchased the Service through a cloud service provider (a “CSP”) marketplace, Customer agrees that all Fees shall be paid through billing of Customer’s account with such CSP and that any refund to which Customer may be entitled under this Agreement may be provided, unless otherwise limited by the CSP’s refund requests policy, in the form of a credit back to Customer’s account with such CSP.
- Taxes. Fees exclude all taxes (e.g., sales, use, GST, VAT, withholding), except those based on Neo4j’s net income, property, or employees. Customer is responsible for all taxes related to its purchases and use of the Service. If Neo4j is required to pay or collect such taxes, it will invoice Customer, who must pay unless a valid exemption certificate authorized by the appropriate taxing authority is provided. If withholding is required by law, Customer will gross up payments so Neo4j receives the full amount equal to the amount Neo4j would have received had no such deductions or withholdings been made. Upon request, Customer will provide proof of tax remittance and, where applicable, VAT/GST registration numbers on the Order Form.
- Excess Usage. The Service has usage limitations based on the capacity or other metrics as set forth on the Pricing Page (“Quantity”). Neo4j may monitor your use of the Service to determine compliance with this Quantity. When your use exceeds the applicable Quantity, you shall upgrade to the appropriate tier of Service as set forth on the Pricing Page within three (3) days or Neo4j will provide you with notice and upgrade you automatically. You shall pay additional fees in accordance with this Section 9 for current and future use.
- Fees and Payment. Customer agrees to pay all fees charged by Neo4j for Customer’s use of the Service. Fees are calculated on a monthly basis in arrears pursuant to the Pricing Page (“Fees”), as may be more specifically detailed within the Service. Except as expressly set forth in this Agreement, all payment obligations are non-cancelable and Fees are non-refundable. All Fees are payable in the currency of the United States through our payment processor (“Stripe”). If a payment is not successfully settled (e.g., due to expiration or insufficient funds), Customer remains responsible for any uncollected amounts, authorizes Neo4j to continue billing Customer’s payment method, and acknowledges that for some customer-chosen payment methods, the issuer may charge a foreign transaction fee and/or other charges, for which Customer will be responsible. Further, Neo4j may, in its sole discretion, offer Customer promotional credits or other free use of the Service. Any such credits or free use may or will be credited against Customer’s monthly Fees. Promotional credits and any other free use of the Service have no cash value, are non-transferable and non-refundable, and expire sixty (60) days after they are issued, unless otherwise indicated by Neo4j. Customer also acknowledges and agrees that Customer’s use of the Service may be limited or capped by Neo4j in its sole discretion.
- Term and Termination.
- Term. This Agreement is effective as of the Effective Date and will remain in effect until terminated under this Section 10.
- Termination for Cause. Each party may terminate this Agreement with written notice if (i) the other party commits a material breach and fails to cure it within thirty (30) days following a written request from the notifying party to cure such material breach; or (ii) the other party ceases business operations or becomes subject to bankruptcy or insolvency proceedings that are not dismissed within sixty (60) days.
- Termination for Convenience. If there is no Order Form or SOW currently in effect, either party may terminate this Agreement upon 30 days’ written notice.
- Effect of Termination. Upon the termination of the Agreement: (a) the right to use the Service immediately ends, and the Customer, including Users and Contractors, must stop its use (except to exercise the Retrieval Right, if applicable) and (b) Neo4j’s obligations to perform or provide the Service shall immediately terminate. In addition, Customer shall pay Neo4j any outstanding Fees under the Agreement, unless Customer terminates under Section 10.2. Further, within ten (10) days of termination, each party shall use reasonable efforts to destroy all Confidential Information of the other party in its possession, retaining only one archival copy for purposes of ensuring compliance with the Agreement. Notwithstanding the foregoing, the following terms shall survive the termination or expiration of this Agreement, together with any other terms which by their nature are intended to survive such termination, 4 (Intellectual Property), 5 (Customer and Usage Data), 7 (Confidentiality), 9 (Fees and Payment; Taxes), 10.4 (Effects of Termination), 13 (Indemnification), 14 (Limitation of Liability), and 15 (General Terms).
- Customer Data Retrieval. Customer will have up to thirty (30) calendar days from termination or expiration to access the Service solely to the extent necessary to retrieve Customer Data (“Retrieval Right”). If Customer exercises its Retrieval Right, this Agreement, including Customer’s payment obligations, shall continue in full force and effect for the duration of the Retrieval Right. Neo4j shall have no further obligation to make Customer Data available after expiration of the Retrieval Right and (subject to Section 10.4 of the Agreement) shall thereafter promptly delete Customer Data. After the Retrieval Right period, Customer shall cease use of and access to the Service (including any related Neo4j Technology) and delete all copies of Client Software, Documentation, any Service passwords or access codes, and any other Neo4j Confidential Information in its possession.
- Term. This Agreement is effective as of the Effective Date and will remain in effect until terminated under this Section 10.
- Suspension. Neo4j reserves the right to suspend provision of services; (i) if Customer is seven (7) days or more overdue on a payment, (ii) if Neo4j deems such suspension necessary as a result of Customer’s non-compliance with this Agreement, (iii) if Neo4j reasonably determines suspension is necessary to avoid material harm to Neo4j or its other subscribers, including if the Service is experiencing denial of service attacks, mail flooding, or other disruptions outside of Neo4j’s control, or (d) as required by law or request of governmental entities.
- Warranty.
- Neo4j Warranty. Neo4j warrants that the Service will materially conform to the specifications set forth in the applicable Documentation during the Subscription Term. This warranty excludes trial or beta versions, experimental features, and issues related to the performance, operation or security of the Service that are caused by or attributable to third-party content, services provided by third parties, or any bug, defect or error caused by or attributable to software or hardware not approved by Neo4j. Neo4j does not warrant that the Service will be uninterrupted or error-free, that all defects will be corrected, or that the Service will meet Customer’s requirements or expectations. Neo4j also warrants that Support Services will be performed professionally and according to industry standards, and, in accordance with Neo4j’s then current applicable Support Terms.
- Disclaimer. Except as set forth in the Agreement, the Service is provided “as is” and Neo4j makes no other warranties, express or implied, statutory or otherwise, including, without limitation, merchantability, title, fitness for a particular purpose, satisfactory quality, and non-infringement.
- Neo4j Warranty. Neo4j warrants that the Service will materially conform to the specifications set forth in the applicable Documentation during the Subscription Term. This warranty excludes trial or beta versions, experimental features, and issues related to the performance, operation or security of the Service that are caused by or attributable to third-party content, services provided by third parties, or any bug, defect or error caused by or attributable to software or hardware not approved by Neo4j. Neo4j does not warrant that the Service will be uninterrupted or error-free, that all defects will be corrected, or that the Service will meet Customer’s requirements or expectations. Neo4j also warrants that Support Services will be performed professionally and according to industry standards, and, in accordance with Neo4j’s then current applicable Support Terms.
- Indemnification.
- By Neo4j. Neo4j will defend and indemnify Customer against third-party claims that the Service, when used per the Agreement and Documentation, infringes a copyright or registered patent in a Berne Convention country, covering damages and costs finally awarded or settled by Neo4j. If Customer’s use of the Service results or is likely to result in an infringement claim, Neo4j may: (a) substitute functionally similar products or services; (b) procure for Customer the right to continue using the Service; or (c) terminate the applicable Order Form or SOW and refund unused pre-paid Fees for the applicable Service. This obligation does not apply to claims caused by: (1) third-party or Customer-requested modifications; (2) the combination of the Service with non-Neo4j products or processes; (3) use of the Service in non-conformity with the applicable Agreement and Documentation; or (4) Customer Data or non-Neo4j deliverables. This Section is Customer’s sole remedy for intellectual property infringement claims.
- By Customer. Customer will defend and indemnify Neo4j against any third-party claim related to Customer Data, materials provided to Neo4j by Customer in connection with the Service, or any Customer-offered product or service used with the Service, covering any damages and costs (including reasonable attorneys’ fees) finally awarded against Neo4j or agreed in settlement by Customer resulting from such claim.
- Procedures. For claims under this Section, the indemnified party must: (i) promptly notify the indemnifying party in writing, (ii) allow the indemnifying party to control the defense and settlement at indemnifying party’s expense, and (iii) provide reasonable cooperation at the indemnifying party’s expense. Delay in notice does not relieve obligations but excludes liability for pre-notice expenses or harm caused by the delay or failure to notify. The indemnifying party may not settle any claim imposing obligations (except payment covered by the indemnifying party or ceasing to use infringing materials) or admissions on the indemnified party without the indemnified party’s written consent, not unreasonably withheld. Indemnification under this Section does not apply if the indemnified party settles or admits liability without prior written consent.
- By Neo4j. Neo4j will defend and indemnify Customer against third-party claims that the Service, when used per the Agreement and Documentation, infringes a copyright or registered patent in a Berne Convention country, covering damages and costs finally awarded or settled by Neo4j. If Customer’s use of the Service results or is likely to result in an infringement claim, Neo4j may: (a) substitute functionally similar products or services; (b) procure for Customer the right to continue using the Service; or (c) terminate the applicable Order Form or SOW and refund unused pre-paid Fees for the applicable Service. This obligation does not apply to claims caused by: (1) third-party or Customer-requested modifications; (2) the combination of the Service with non-Neo4j products or processes; (3) use of the Service in non-conformity with the applicable Agreement and Documentation; or (4) Customer Data or non-Neo4j deliverables. This Section is Customer’s sole remedy for intellectual property infringement claims.
- Limitation of Liability.
- General Limitation. To the fullest extent permitted under applicable law, under no circumstances shall Neo4j or Customer be liable to each other or any third party for any indirect, incidental, special, exemplary, punitive, reliance, or consequential damages (including, without limitation, damages for loss of business profits, business interruption, or loss of business information) arising out of or relating to this Agreement, including, without limitation, use or inability to use the Service, regardless of the legal theory upon which any claim is based, even if advised of the possibility of such damages.
- Aggregate Liability. Without limiting the foregoing, and subject to Section 14.3, in no event shall the aggregate liability of Neo4j or Customer under this Agreement exceed the total amount of Fees paid and payable by Customer to Neo4j under the applicable online order, Order Form, or SOW during the twelve (12) month period immediately preceding the event giving rise to the claim for damages (“General Liability Cap”), except Neo4j’s total aggregate liability for damages arising out of or related to any Service provided free of charge is limited to $500 (five hundred U.S. dollars).
- Exceptions to Limitations. The limitations in Sections 14.1. and 14.2 shall not apply to the extent arising from (i) a party’s fraud or willful misconduct, (ii) breach of confidentiality obligations (but excluding obligations and/or claims relating to Customer Data), (iii) Customer’s breach of the licenses granted pursuant to the applicable Agreement, and/or (iv) Customer’s payment obligations.
- Data Processing and Unauthorized Disclosure. The limitation of liability in Section 14.2 shall not apply to damages arising from Neo4j’s failure to comply with its obligations under Neo4j’s DPA or claims arising from unauthorized disclosure of Customer Data. In such cases, Neo4j’s total cumulative liability shall be limited to twice the amount paid by Customer under the specific Agreement in the twelve (12) months immediately preceding the first event giving rise to liability (“Data Protection Claims Cap”).
- Applicability to Service and Support. This Section 14 applies to Service and Support Services, if applicable. These limitations shall apply even if this Agreement or any limited remedy specified herein is found to have failed of its essential purpose.
- General Limitation. To the fullest extent permitted under applicable law, under no circumstances shall Neo4j or Customer be liable to each other or any third party for any indirect, incidental, special, exemplary, punitive, reliance, or consequential damages (including, without limitation, damages for loss of business profits, business interruption, or loss of business information) arising out of or relating to this Agreement, including, without limitation, use or inability to use the Service, regardless of the legal theory upon which any claim is based, even if advised of the possibility of such damages.
- General Terms.
- Notices. All notices must be in writing (in English) and addressed via email: (a) for Neo4j, notices must be sent to legal@neo4j.com, unless indicated otherwise herein; and (b) for Customer, to the email address of an administrator as configured in the Service or if no such email is available, Customer acknowledges that the means of notice shall be at Neo4j’s reasonable discretion. Notices will be deemed to have been received by the addressee upon the day of sending by email. Neo4j may change its email address for notices under these Terms by providing Customer written notice in accordance with this Section 15.1. Customer may change its email address for notices by updating it within the Service.
- Updates to Terms. Notwithstanding anything in the Agreement to the contrary, Neo4j may update or change this Agreement, including by posting updated terms on https://neo4j.com/legal-terms. For changes that may have material impact on Customer, Neo4j will provide reasonable notice to Customer in accordance with Section 15.1 (Notices). Updates to the Agreement will become effective 30 days after they are posted, except to the extent that the updates apply to new functionality, or are required by applicable law, in which case they will be effective immediately. If Customer does not agree to the updated Agreement, Customer may stop using the Service or may terminate this Agreement in accordance with Section 10 (Term and Termination). Customer’s continued use of the Service after a material update will constitute Customer’s consent and acceptance of such updates.
- Choice of Law; Venue. This Agreement and any applicable Agreement shall be governed by the laws of the State of California, excluding its conflicts of law rules, and the parties’ consent to exclusive jurisdiction and venue in the state and federal courts located in Santa Clara, California, without regard to the United Nations Convention on the International Sale of Goods.
- Waiver. No waiver will be implied from conduct or failure to enforce rights. No waiver will be effective unless in a writing signed on behalf of the party against whom the waiver is asserted.
- Assignment. While Neo4j remains fully liable for all obligations, some obligations may be fulfilled by Neo4j Affiliates. Customer cannot assign this Agreement or licenses without Neo4j's prior written consent; any attempt otherwise is void. However, either Party may assign the Agreement to (i) its Affiliates, (ii) a successor by merger or consolidation, or (iii) a purchaser of all or substantially all assets. The Agreement binds and benefits the successors and permitted assigns of the parties.
- Force Majeure. Neither party shall be liable to the other party or any third party for failure or delay in performing its obligations under this Agreement when such failure or delay is due to any cause beyond the control of the party concerned, including, without limitation, acts of God, governmental orders or restrictions, fire, or flood, provided that upon cessation of such events such party shall thereupon promptly perform or complete the performance of its obligations hereunder. Customer’s payment obligations are not subject to force majeure.
- Code of Conduct. Each party has its own code of conduct, which it will observe during the term of the Agreement. Both parties agree their codes have equal status, and neither is contractually bound by the other party’s code of conduct.
- Severability. If any provision of this Agreement is judged by a court of competent jurisdiction to be invalid or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.
- Relationship. The parties are independent contractors, and nothing herein shall be construed to create any agency, partnership, or other form of joint enterprise between the parties.
- Export. Customer agrees to comply with all U.S. and local export control laws and regulations applicable to its Service.
- Amendments. Except as stated in Section 15.2 (Updates to Terms) or otherwise specified in this Agreement, this Agreement may be amended or supplemented only by a writing that refers explicitly to this Agreement and that is signed on behalf of both parties.
- Entire Agreement. This Agreement is the complete and exclusive understanding between the parties, superseding all prior agreements or communication on the subject matter of this Agreement.
- Federal Government End Use. Neo4j provides the Service for federal government end use solely in accordance with the following: Government technical data and software rights related to the Service include only those rights customarily provided as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). Any additional rights must be negotiated and included in a written addendum to the Agreement.
- Definitions.
- “Acceptable Use Policy” means Neo4j’s acceptable use policy made available at https://neo4j.com/legal-terms and as may be updated from time to time.
- “Affiliate” means any individual, corporation, partnership, or business entity that controls, is controlled by, or is under common control by an entity with an ownership of more than 50% of the voting shares.
- “Aura Feature-Specific Terms” means the then-current terms specific to one or more Aura services made available at https://neo4j.com/legal-terms and as may be updated from time to time.
- “Client Software” is defined in Section 3 (Service).
- “Confidential Information” means all information identified as confidential at disclosure or that should reasonably be known as confidential due to its nature and the circumstances. All Customer Data is deemed Confidential Information of Customer without any marking. All Neo4j Technology and Agreement terms are deemed Confidential Information of Neo4j without marking. Confidential Information shall not include information the Receiving Party can demonstrate: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of Receiving Party with no access to such information.
- “Consulting Services” means implementation services, training or consulting services performed by Neo4j or its authorized representatives.
- “Contractor” shall mean the independent contractors and consultants permitted by Customer to use the Service.
- “Customer Data” means any data uploaded by or on behalf of Customer through the Service for processing, storage, or hosting in connection with Customer’s use of the Service.
- “Data Protection Claims Cap” is defined in Section 14.4 (Data Processing and Unauthorized Disclosure).
- “Disclosing Party” is defined in Section 7 (Confidentiality).
- “Documentation” means Neo4j’s documentation and usage guides including standard installation materials, training materials, specifications and online help documents for the Service made available at https://neo4j.com/docs/.
- “Feedback” is defined in Section 4 (Intellectual Property).
- “Fees” is defined in Section 9.1 (Fees and Payment).
- “General Liability Cap”is defined in Section 14.2 (Aggregate Liability).
- "Intellectual Property Rights" means current and future worldwide rights under patent, copyright, trade secret, trademark, and moral rights laws, and other similar rights.
- “Neo4j Technology” is defined in Section 4 (Intellectual Property).
- “Order Form” means the Neo4j ordering document referencing the Neo4j Aura Terms of Service, executed by Customer which specifies the Service being provided by Neo4j, including any addenda and supplements, during the applicable Subscription Term.
- “Pricing Page” means the schedule of fees, made available at https://console.neo4j.io/pricing and as may be updated from time to time.
- “Privacy Policy” means Neo4j’s privacy policy made available at https://neo4j.com/legal-terms and as may be updated from time to time.
- “Receiving Party” is defined in Section 7 (Confidentiality).
- “Retrieval Right” is defined in Section 10.5 (Customer Data Retrieval).
- “SOW” means each ordering document executed by the parties for Consulting Services referencing this Agreement.
- “Subscription Term” means with respect to the Service, a one-month term that automatically renews each month for an additional one-month term unless terminated in accordance with this Agreement.
- “Support Services” means Neo4j’s support and maintenance services.
- “Support Terms” means the Neo4j Support Terms made available at https://neo4j.com/terms/support-terms/ and as may be updated from time to time.
- “Third-Party License Terms” means the list of third-party licenses available at www.neo4j.com/thirdpartylicenses/.
- “Trust Center” means the Neo4j Security and Compliance site, made available at https://trust.neo4j.com/.
- “Users” means persons granted access to the Service by or on behalf of Customer, including its Affiliates, Contractors and its Affiliates’ Contractors.
Website Terms of Use
Version 1.0
Effective September 26th 2024
DownloadTable of Contents
Website Terms of Use
Acceptance of Terms
Thank you for visiting Neo4j, Inc.’s website (the “Site”). This Agreement contains the complete terms and conditions that apply when you visit our Site or use choose to browse the contents herein. By using this Site, you agree to be bound by its terms of use and shall comply thereof.
“We”, “Our”, “Us” or “Neo4j” means Neo4j, Inc.
Editing, Deleting and Modification
We may edit, delete or modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a notice or a new agreement on our Site. YOUR CONTINUED VISIT IN OUR WEBSITE FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
Accuracy, Completeness and Timeliness of Information
Neo4j is not responsible if information made available on this Site is not accurate, complete or current. The material on this Site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk. This Site may contain certain historical information which is not current and is provided for reference only. We reserve the right to modify the contents of this site at any time without obligation on our end to update any information on the Site. You understand and agree that it is your responsibility to monitor changes to the Site.
License and Site Access
Neo4j grants you a limited license to access and make personal use of this Site and not to download or modify it, or any portion of it, except with express written consent from our company. This Site or any portion of this Site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent from our company.
The right to access our corporate website does not include any resale or commercial use of our Site or its contents nor allows you to download or copy any account information for the benefit of another merchant. Any unauthorized use terminates the permission or license granted by Neo4j.
You are solely responsible for your own conduct. Your use of the Site must comply with our community standards and the law. The content of others may be protected by intellectual property rights. Do not copy, upload, download, or share content unless you have the right to do so. We reserve the right to remove or disable access to any content that is the subject of a copyright owner’s objection and takedown request.
We also reserve the right to suspend or terminate your access to the Site if you are in continued breach of these Terms.
Copyright
We respect the intellectual property of others and ask that you do as well. We promptly respond to valid notices of copyright infringement, and such notices should be directed to the address of our designated agent below:
Neo4j Legal
400 Concar Drive
San Mateo, CA. 94402
Links
You shall not use our company logo or other proprietary graphic to link to this Site without the express written permission of Neo4j. Further, you may not frame any trademark, logo or other proprietary information, including the Images Content, without our express written consent.
We make no claim or representation regarding, and accepts no responsibility for, directly or indirectly, the quality, content, nature or reliability of third-party websites accessible by hyperlink from the Site, or websites linking to the Site. Such sites are not under the control of our company and we shall not responsible for the contents of any linked site or any link contained in a linked site, or any review, changes or updates to such sites. You hereby acknowledge and agree that we are not responsible for the availability of such external websites or resources, its content, including, without limitation, any link contained in such content, or any changes or updates to such content. If you decide to access links to third-party websites, you do so at your own risk. Any concerns regarding any external link should be directed to the relevant site administrator or web master.
Disclaimers
YOUR USE OF THIS SITE IS AT YOUR SOLE RISK. THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE RESERVE THE RIGHT TO RESTRICT OR TERMINATE YOUR ACCESS TO THE SITE OR ANY FEATURE OR PART THEREOF AT ANY TIME. NEO4J EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES THAT MATERIALS ON THE SITE ARE NONINFRINGING, AS WELL AS WARRANTIES IMPLIED FROM A COURSE OF PERFORMANCE OR COURSE OF DEALING; THAT ACCESS TO THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE; THAT THE SITE WILL BE SECURE; THAT THE SITE OR THE SERVER THAT MAKES THE SITE AVAILABLE WILL BE VIRUS-FREE; OR THAT INFORMATION ON THE SITE WILL BE COMPLETE, ACCURATE OR TIMELY. IF YOU DOWNLOAD ANY MATERIALS FROM THIS SITE, YOU DO SO AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIALS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NEO4J OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY OF ANY KIND. NEO4J DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING THE USE OF THE MATERIALS ON THIS SITE IN TERMS OF THEIR COMPLETENESS, CORRECTNESS, ACCURACY, ADEQUACY, USEFULNESS, TIMELINESS, RELIABILITY OR OTHERWISE.
Corporate Intellectual Property Rights
You hereby acknowledge that all rights, titles and interests, including but not limited to rights covered by the Intellectual Property Rights, in and to the site, and that You will not acquire any right, title, or interest in or to the site except as expressly set forth in this Agreement. You will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any of our services, software, or documentation, or create or attempt to create a substitute or similar service or product through use of or access to the Program or proprietary information related thereto.
Confidentiality
You agree not to disclose information you obtain from us and or from our clients, advertisers, suppliers and forum members. All information submitted to by an end-user customer pursuant to a Program is proprietary information of Neo4j. Such customer information is confidential and may not be disclosed. Publisher agrees not to reproduce, disseminate, sell, distribute or commercially exploit any such proprietary information in any manner.
Non-Assignment of Rights
Your rights of whatever nature cannot be assigned nor transferred to anybody, and any such attempt may result in termination of this Agreement, without liability to us. However, we may assign this Agreement to any person at any time without notice.
Non-Waiver
Failure of Neo4j to insist upon strict performance of any of the terms, conditions and covenants hereof shall not be deemed a relinquishment or waiver of any rights or remedy that the we may have, nor shall it be construed as a waiver of any subsequent breach of the terms, conditions or covenants hereof, which terms, conditions and covenants shall continue to be in full force and effect.
No waiver by either party of any breach of any provision hereof shall be deemed a waiver of any subsequent or prior breach of the same or any other provision.
Severability of Terms
In the event that any provision of these Terms and Conditions is found invalid or unenforceable pursuant to any judicial decree or decision, such provision shall be deemed to apply only to the maximum extent permitted by law, and the remainder of these Terms and Conditions shall remain valid and enforceable according to its terms.
Entire Agreement
This Agreement shall be governed by and construed in accordance with the substantive laws of California, without any reference to conflict-of-laws principles. The Agreement describes and encompasses the entire agreement between us and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site, the contents and materials provided by or through the Site, and the subject matter of this Agreement.
Governing Law
Any dispute, controversy or difference which may arise between the parties out of, in relation to or in connection with this Agreement is hereby irrevocably submitted to the exclusive jurisdiction of the courts of California, to the exclusion of any other courts without giving effect to its conflict of laws provisions or your actual state or country of residence.
Neo4j Privacy Policy
Version 2.2
Effective July 21st 2025
DownloadTable of Contents
Neo4j Privacy Policy
Last Updated: July 11, 2025 | Archive
Thank you for visiting this Internet web site at neo4j.com, neo4j.org, neo4j.io, arrows.app, graphconnect.com, graphdatabases.com, and opencypher.org (and subdomains thereof) (each a “Site”) offered by Neo4j, Inc., Neo4j Sweden AB, Neo4j Germany GmbH and Neo4j UK Limited (collectively “Neo4j”). Neo4j Sweden AB, Neo4j Germany GmbH and Neo4j UK Limited are personal data controllers for the processing of your personal data, under UK and European data protection legislation. Our Data Protection Officer can be reached at: dponeo4j@neo4j.com. In this privacy policy, the term “personal data” has the meaning as defined in applicable law, including, European Data Protection legislation and the California Consumer Privacy Act (CCPA/CPRA). California Consumers should visit our California Privacy Rights page for relevant information.
Neo4j, Inc. complies with the EU-U.S. Data Privacy Framework (EU-U.S. DPF), the UK Extension to the EU-U.S. DPF, and the Swiss-U.S. Data Privacy Framework (Swiss-U.S. DPF) as set forth by the U.S. Department of Commerce. Neo4j, Inc. has certified to the U.S. Department of Commerce that it adheres to the EU-U.S. Data Privacy Framework Principles (EU-U.S. DPF Principles) with regard to the processing of personal data received from the European Union in reliance on the EU-U.S. DPF and from the United Kingdom (and Gibraltar) in reliance on the UK Extension to the EU-U.S. DPF. Neo4j, Inc. has certified to the U.S. Department of Commerce that it adheres to the Swiss-U.S. Data Privacy Framework Principles (Swiss-U.S. DPF Principles) with regard to the processing of personal data received from Switzerland in reliance on the Swiss-U.S. DPF. If there is any conflict between the terms in this privacy policy and the EU-U.S. DPF Principles and/or the Swiss-U.S. DPF Principles, the Principles shall govern. To learn more about the Data Privacy Framework (DPF) program, and to view our certification, please visit https://www.dataprivacyframework.gov/. The Federal Trade Commission has jurisdiction over Neo4j’s compliance with the Data Privacy Framework. This Privacy Policy describes our policies for Neo4j’s collection, use and disclosure of personal data about users of our Site(s) (including use of services made available via our Site(s)) and users of Neo4j software and services. We offer self-managed software (such as Neo4j Desktop) as well as hosted services (such as Neo4j Aura). We refer to our hosted services as “Neo4j Cloud Products.” We refer to self-managed software, our support and consulting services and our Neo4j Cloud Products, collectively, as “Products.”
Information Collection and Use
Data you provide us when you visit our Site(s). To use some of the services and functionality of the Site and Products, you may be required to register for an account or fill out a form to provide us with certain personal data such as an email address that can be used to contact or identify you. For example, this may be when you fill out a contact me or registration form to use the Neo4j software, Neo4j Desktop, Neo4j Browser, Neo4j Operations Manager or Neo4j Aura or when you register for a webinar or an event or download white papers. We may collect this data to:
- Communicate with You and Tell You About Neo4j Products and related events. When you register for an account or otherwise contact us with questions or comments or submit a proposed talk, we will collect personal data such as your name, e-mail address, company name, job title and/or function and any other contact or personal data that you voluntarily transmit with your communications to us. We also may collect personal data about you that you elect to upload to the Site when you use our Site and services.
- Provide, Improve and Facilitate the Delivery of Neo4j Products. When you download or use Products we may collect information about your usage of our Products, such as, product edition, version downloaded, system type and IP address, UI feature use, success/fail of a query, RAM utilization, CPU usage and database instance identifier/usage. Some of this information may be personal data. You may opt-out of our collection of certain personal data as set forth in the Choice section below. If you use the community edition of our Products, we collect this information in aggregated form only.
- Respond to your Comments or Questions or Provide information Requested by You. We offer online communities and messaging through our website services and other platforms where users can share their experiences. When you choose to participate in these communications, we collect personal data and business information. If you elect to post a comment otherwise make personal data publicly available on our Site, such as in a comment to one of our blogs, other users of the Site will be able to view such comment and/or your personal data.
- Provide Support Services. For customer support, you will be required to register for an account with your name, email address, company name, username and password. In addition, in connection with troubleshooting an issue, we may need to access personal data that you have used in connection with queries to our Products. If you use our Products, we will collect the information that you voluntarily include in your queries, including, personal data and business information that you may specify in your query; provided that we will not store such personal data in queries to the Neo4j Cloud Product if you parameterize your queries. Although your data will be hosted by our hosting providers when you use the Neo4j Cloud Product, your data is encrypted and we will not be able to readily access the personal data that you elect to upload to the Neo4j Cloud Product, unless you provide us with the password to your Neo4j Cloud database so we can provide you with support.
Data we automatically collect from you when you visit our Site(s). By visiting the Sites or using Neo4j Products, your device information is collected as is true of many websites. This information may include identifiers and internet activity information such as IP address, location, Internet service provider, and referring website. Neo4j also collects information about your use of and interaction with Neo4j Products (“Usage Data”). This information may include identifiers such as user IDs and usernames as well as performance, technical information, other usage information such as internet activity, including site interactions, searches, or other actions that you may take. Some of this information may be considered personal data under applicable data protection laws. We may collect this information to:
- Provide, Improve and Facilitate the Delivery of Neo4j Products. When you download or use Products we may collect information about your usage of our Products, such as, product edition, version downloaded, system type and IP address, UI feature use, success/fail of a query, RAM utilization, CPU usage and database instance identifier/usage. Some of this information may be personal data.
- Better understand how the Site is used. We collect information about how you use our Site(s) . This information includes your IP address, your Site history and other information, such as your browser type. We use this information to analyze Site traffic and administer and improve the Site, track users’ movement, and gather broad demographic information for aggregate us.
The purposes and legal bases Neo4j has for processing. Neo4j processes the personal data for the following purposes, based on the following legal grounds:
Purpose of the Processing | Legal Basis for the Processing |
Communicate with you and tell you about Neo4j Products and related events | Pursue legitimate interests |
Provide, improve and facilitate the delivery of Neo4j Products that you request | Fulfill contractual obligations, or if you represent a legal entity, to pursue our legitimate interests |
Respond to your comments or questions or provide information requested by you | Fulfill contractual obligations |
Improve the content and general administration of the Site and our services | Pursue legitimate interests |
Provide our support services | Fulfill contractual obligations |
Better understand how the Site is used | Pursue legitimate interests |
Neo4j’s legitimate interests are: (a) providing Products and other services to business customers; (b) sending marketing communications; and (c) maintaining, improving and administering our Products and our Site(s).
Opting-Out of Communication from Neo4j
You have the ability to “opt-out” or unsubscribe from receiving Neo4j marketing communications via email at any time. Neo4j also provides opt-out information in all marketing communications via an “unsubscribe” link in communication emails, which directly unsubscribes you from any further communication from Neo4j.
Children’s Privacy
Neo4j recognizes the privacy interests of children and we encourage parents and guardians to take an active role in their children’s online activities and interests. Our Site(s) and Products are not intended for children under the age of 16. Neo4j does not target its Site(s) or Products to children under 16. Neo4j does not knowingly collect personal data from children under the age of 16.
Cookies and Tracking Data
We may use small text files called cookies and other tracking mechanisms to improve your experience with our Site(s) and our Products. We use both session ID cookies and persistent cookies on our Site. A session ID cookie expires when you close your browser. A persistent cookie remains on your hard drive for an extended period of time. To learn more about the cookies and other tracking mechanisms that we use and how you can opt-out or delete them, please see our Cookie Policy.
Disclosure
We may provide your personal data to our third party service providers for their use in providing services to us. For example, your personal data may be shared with Google Cloud Platform in connection with Google Cloud Platform’s hosting and support of our Neo4j Cloud Products. Additionally, we may use a third party payment processor to process your payments. In connection with the processing of such payments, we do not retain any personal data or any financial information such as credit card numbers. Rather, all such information is provided directly to our third party processors. Unless we give you the choice to opt-out and you do not exercise your opt-out right, Neo4j’s service providers do not have any right to use personal data we share with them beyond what is necessary to assist us or for a purpose incompatible with the purpose for which it was originally collected or subsequently authorized by you. We will not otherwise disclose your personal data to a third party unless set forth below or unless you have provided us with affirmative or explicit (opt in) consent. We generally do not share any personal data gathered on our Site(s) or from our Products with third parties for their own direct marketing purposes. Please note, however, that your registration information for a particular event may be provided to co-presenters or co-sponsors for that event. Unless you opt-out at the time of registering for the event, those sponsors may use your personal data for their own marketing purposes. Their privacy policies may differ from this one. For example, we use Eventbrite to register you for certain events and Eventbrite’s privacy policy will govern their use of your personal data. In addition, we may share your information with our partners, such as distributors and resellers, and to other business partners, to fulfil product and information requests, to effectively deliver unified support, to you with information about our Products, and for event purposes. We use Auth0 for certain authentication services in the Products. Any information that you save in our Auth0 enabled services will be hosted by our service provider Firebase. Firebase’s use of your information is subject to Firebase’s policies at https://www.firebase.com/terms/privacy-policy.html. We will also disclose your personal data (a) in response to lawful requests by public authorities, including to meet national security or law enforcement requirements, if we are required to do so by law, regulation or other government authority or otherwise in cooperation with an ongoing investigation of a governmental authority, (b) to enforce the terms of service or subscription agreement(s) for our Site(s) or Products or to otherwise protect our rights or (c) to protect the safety of users of our Site(s) or Products. We may transfer your personal data to a successor entity upon a merger, consolidation or other corporate reorganization in which Neo4j participates or to a purchaser or acquirer of all or substantially all of Neo4j’s assets to which this Site relates.
Links to Third Party Sites
The Site may provide links to other Web sites or resources over which Neo4j does not have control (“External Web Sites”). For example, our pages at Slack, Google Groups, and Stackoverflow are External Web Sites. Such links do not constitute an endorsement by Neo4j of those External Web Sites. You acknowledge that Neo4j is providing these links to you only as a convenience, and further agree that Neo4j is not responsible for the content of such External Web Sites. Your use of External Web Sites is subject to the terms of use and privacy policies located on the linked to External Web Sites.
Social Plugins on Our Site
We may use social plugins on our Site and may include icons that allow you to interact with third party social networks such as LinkedIn, Twitter and Facebook. For example, you may “like” us or a book on Facebook or follow us or Tweet about us on Twitter. If you use our Neo4j Browser Sync, Neo4j Cloud and Neo4j Sandbox services, you will be required to login using your GitHub, LinkedIn, Twitter and/or Google credentials. The third party social plugin may set a cookie when your browser creates a connection to the servers of such social networks and the plugin may transmit your data to the social networks. Additionally, there may be places where we offer the ability for Neo4j applications to connect with third party social networks, such as Twitter or Facebook. We will collect certain data that the third party social networks provide to us and we will only use that data to provide the application for your use. Your use of these social plugins is subject to the privacy policies of the third party social networks.
Retaining your Personal Data
We keep your personal data for as long as we need it for the purposes for which it was collected. Where we keep your data for purposes beyond those of our contractual fulfillment, we keep the data only as long as necessary and/or mandated by law for the respective purpose. When we decide how long we will keep your information we consider the amount, nature, and sensitivity of the personal data, the potential risk of harm from unauthorized use or disclosure, why we need it, and any relevant legal requirements. We may anonymize your personal data (so that it can no longer be associated with you) for research or statistical purposes, in which case we may retain and use this information indefinitely.
Security
We employ technical and organizational measures, consistent with industry practice, which are reasonably designed to help protect your personal data from loss, unauthorized access, disclosure, alteration or destruction. These measures may include encryption, secure socket layer and other security measures to help prevent unauthorized access to your personal data. The security of the Neo4j Browser Sync service is provided by our cloud hosting provider, Firebase and you can read more about Firebase’s security policies at https://www.firebase.com/terms/privacy-policy.html.
Your Rights Regarding Personal Data Concerning You
You have the following rights with regard to our processing of your personal data: (i) to receive confirmation whether your personal data is being processed by us, to receive information about the processing and to access your personal data, and to obtain a copy of your personal data; (ii) to object to our processing of your personal data; (iii) to have personal data concerning you deleted, and to have incorrect data about you corrected, and to restrict the processing of data concerning you; (iv) to data portability, meaning that you in certain cases have a right to receive personal data concerning you in a commonly used format, or to have it transmitted to another personal data controller in accordance with your specification; and (v) to not be subject to a decision based only on automatic processing. Please note that the exercise of these rights is not absolute, and that for some rights certain criteria must be at hand for the right to be exercised, or that certain exceptions might be applicable. In compliance with the Data Privacy Framework Principles, Neo4j commits to resolve complaints about our collection or use of your personal information. European Union, United Kingdom or Swiss individuals with inquiries or complaints regarding our Data Privacy Framework policy should first contact Neo4j at: https://preferences.neo4j.com/privacy. If your complaint is not resolved through these channels, under limited circumstances, a binding arbitration option may be available before a Data Privacy Framework Panel. Neo4j has further committed to cooperate with the panel established by the EU data protection authorities (DPAs), the UK Information Commissioners Office (ICO) and the Swiss Federal Data Protection and Information Commissioner (FDPIC) with regard to unresolved Data Privacy Framework complaints concerning human resources data transferred from the EU and Switzerland in the context of the employment relationship. In compliance with the EU-U.S. DPF and the UK Extension to the EU-U.S. DPF and the Swiss-U.S. DPF, Neo4j commits to cooperate and comply respectively with the advice of the panel established by the EU data protection authorities (DPAs) and the UK Information Commissioner’s Office (ICO) and the Swiss Federal Data Protection and Information Commissioner (FDPIC) with regard to unresolved complaints concerning our handling of human resources data received in reliance on the EU-U.S. DPF and the UK Extension to the EU-U.S. DPF and the Swiss-U.S. DPF in the context of the employment relationship. In cases of onward transfer to third parties of data of EU individuals received pursuant to the EU-US Data Privacy Framework, UK Extension to the EU-U.S and the Swiss-U.S. Data Privacy Framework, Neo4j is potentially liable. Neo4j provides you with the ability to review and update the registration information that you provide to us by contacting us at https://preferences.neo4j.com/privacy.
In compliance with the EU-U.S. DPF and the UK Extension to the EU-U.S. DPF and the Swiss-U.S. DPF, Neo4j commits to refer unresolved complaints concerning our handling of personal data received in reliance on the EU-U.S. DPF and the UK Extension to the EU-U.S. DPF and the Swiss-U.S. DPF to International Centre for Dispute Resolution (ICDR-AAA https://www.icdr.org/dpf), an alternative dispute resolution provider based in the United States. If you do not receive timely acknowledgment of your DPF Principles-related complaint from us, or if we have not addressed your DPF Principles-related complaint to your satisfaction, please visit https://go.adr.org/dpf_irm.html for more information or to file a complaint. The services of ICDR-AAA are provided at no cost to you.
Exercise Your Rights; Questions
If you wish to exercise your rights described above or if you have any questions regarding this Privacy Policy please visit https://preferences.neo4j.com/privacy.
Notice to Users Outside of the United States of America (Transfers)
Any information you enter on this Site or that we collect through our Products may be transferred outside of the country in which you are located and to another country, such as the United States of America, which does not offer an equivalent level of protection to that required in other countries, such as the European Union. In particular, you are advised that the United States of America uses a sectoral model of privacy protection that relies on a mix of legislation, governmental regulation, and self-regulation. The European Union’s General Data Protection Regulation (“GDPR”) allows for transfer of personal data from the European Union to a third country in certain situations. By agreeing to the Terms of Use and this Privacy Policy, you agree and consent to the transfer of all such information to the United States of America which may not offer an equivalent level of protection to that required in other countries, particularly the European Union, and to the processing of that information by Neo4j on servers located in the United States of America as described in this Privacy Policy. Additionally, transfers of personal data from the European Union to the United States of America are made using the EU Commission’s Standard Contractual Clauses (Decision 2004/915/EC) in accordance with applicable law. Please contact us for more information about this, or if you want to obtain a copy of the Data Processing Agreement between our European entities and our United States entity and/or a copy of the Standard Contractual Clauses used.
Complaint
If you have any complaints regarding our processing of your personal data, you may file a complaint to the competent data protection authority. You can find out more about the local data protection authorities under the following link https://ec.europa.eu/justice/data-protection/bodies/authorities/index_en.htm.
Privacy Policy Updates
Neo4j may update this Privacy Policy from time to time. If so, Neo4j will post our updated Privacy Policy on our Site(s) or on an administrative or notice page of our Product(s), as applicable, along with notice that the Privacy Policy has been changed. Neo4j may also send registered users of the Site(s) or Products e-mail notifications notifying such users of any material changes to the Privacy Policy. Neo4j encourages you to review this Privacy Policy regularly for any changes. Your continued use of this Site and/or continued provision of personal data to us will be subject to the terms of the then-current Privacy Policy.
Contact Information for European Companies
Neo4j Sweden AB: Nordenskiöldsgatan 24, 211 19 Malmö, Sweden
Neo4j UK Limited: Second Floor, Union House, 182 – 194 Union St, London SE1 0LH, United Kingdom
Neo4j Germany GmbH: Westendstraße 28, 60325 Frankfurt am Main, Germany
California Privacy Rights
Version 1.0
Effective September 23rd 2024
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California Privacy Rights
The California Consumer Privacy Act (CCPA) is a law that provides California consumers certain rights and protections with regards to their personal information. The following is meant to supplement Neo4j’s Privacy Policy which could be accessed here.
Under the CCPA, Neo4j is required to disclose the categories of personal information it collects about the consumer, the source of that information, the business or commercial purpose for the collection, and who that information gets disclosed to. Consumers have the right to request disclosure of the categories of personal information, the specific pieces of personal information, and/or the deletion of personal information that Neo4j has collected and maintained about the consumer in the previous 12 months. The consumer is allowed two requests per 12-month period. The consumer has the right to fair treatment under the CCPA; Neo4j will not discriminate against consumers who exercise their rights under the CCPA. Please note that the disclosure and deletion rights under the CCPA are not absolute and are subject to some restrictions by law.
To make a request for the categories of personal information or the specific pieces of personal information that Neo4j has collected about the consumer or to have any personal information maintained by Neo4j deleted, please visit preferences.neo4j.com/privacy, or in writing:
California Consumer Privacy
Neo4j, Inc.
400 Concar Drive
San Mateo, CA 94402
Neo4j, Inc. takes great care in the protection of our user’s privacy. The safety and privacy of our user’s data is important, and that information is only shared to the extent necessary to third parties for the facilitation of services that are provided to our users. For more information regarding our privacy practices, including the source, collection, disclosure and purpose for the collection of private information, please visit our privacy policy page. Neo4j, Inc. does not sell user information to third parties. However, when a user registers for an event, the personal information used in the registration may be provided to co-presenters or co-sponsors for that event. The co-sponsor or co-presenter may have policies that differ from this one and may use the personal information shared for their own marketing purposes. When registering for an event, a user can “opt-out” of having their information shared to co-sponsors or co- presenters.
US State Privacy Law Statement
Version 1.0
Modern Slavery and Human Trafficking Policy
Version 1.2
Trademark Policy and Guidelines
Version 1.0
Effective September 23rd 2024
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Trademark Policy and Guidelines
This document outlines the policy for allowable uses of trademarks owned by Neo4j, Inc. and its subsidiaries (“Neo4j”) by other parties.
Neo4j owns all Neo4j-related trademarks, service marks, and logos on behalf of our communities and the names of all Neo4j® projects are trademarks of Neo4j.
The role of trademarks is to provide assurance about the quality of the products or services with which the trademark is associated. Neo4j has established this Policy to encourage others to make accurate, non-confusing use of the Neo4j trademarks, while also ensuring that those trademarks maintain their distinctiveness and strength as reliable indicators of the source and quality of Neo4j products and services. Although some Neo4j projects may be available under free and open licenses, those licenses cover copyright only and do not include any express or implied right to use our trademarks. Neo4j does not allow third parties to use its trademarks without a written agreement or express permission. Thus, Neo4j projects that are available under open source licenses may be copied, modified, or sold by third parties, but they cannot be branded or marketed with Neo4j trademarks in the absence of a trademark license.
While open-source licenses allow modification of copyrighted software and distribution in original or modified form, such distribution could be misleading if distributed under the same name. This could cause confusion among consumers of the software as to source. They may mistakenly believe they are receiving software that is produced or supported by Neo4j. This Policy describes the circumstances under which you may use our trademarks, regardless of the type of license you may have from Neo4j. In this Policy we are not trying to limit the lawful use of our trademarks, but rather describe for you what we consider the parameters of lawful use to be. Trademark law can be ambiguous, so we hope to provide enough clarity for you to understand whether we will consider your use licensed or non-infringing.
Neo4j® software, which is created and/or distributed by Neo4j, is the software in the exact form that it is distributed by Neo4j without modification of any kind. To the extent any authorized modifications are made to the software, such modified software should no longer bear the Neo4j trademarks. The public has a right to know when it is receiving a genuine Neo4j® product that is quality assured by Neo4j.
The sections that follow describe what trademarks are covered by this Policy, as well as uses of the trademarks that are allowed without additional permission from us. Any use that does not comply with this Policy or for which we have not separately provided written permission is not a use that we have approved, so you must decide for yourself whether the use is nevertheless lawful.
Our Commitment to Open Source Principles
We want to encourage and facilitate the use of our open source software by the community, but do so in a way that still ensures that the Neo4j trademarks are meaningful as a source and quality indicator for our software and the associated goods and services and continue to embody the high reputation of the software and the community associated with it. This Policy therefore tries to strike the proper balance between: 1) our need to ensure that our trademarks remain reliable indicators of the qualities that they are meant to preserve and 2) our community members’ desire to be full participants in Neo4j® projects.
Trademarks Subject to the Guidelines
Our Trademarks
This Policy covers the following non-exhaustive list of our trademarks:
This Policy encompasses all trademarks and service marks, whether Word Marks, Logos or Trade Dress, which are collectively referred to as the “Marks.” Some Marks may not be registered, but registration is not necessarily required for ownership of trademarks. This Policy covers our Marks whether they are registered or not.
- Our word trademarks and service marks (the “Word Marks”):
- Neo4j®
- Cypher®
- Neo4j® Bloom™
- Neo4j® Desktop™
- Neo Technology®
- Our logos (the “Logos”)
- The unique visual styling of our website and elements used in or otherwise related to the products and services we offer (the “Trade Dress”). See our Style Guide for further information.
Universal Considerations for All Uses
The following guidelines show proper (and improper) use of Marks. Any use of the Marks must be licensed and comply with these guidelines. Whenever you use one of the Marks, you must always do so in a way that does not mislead anyone, either directly or by omission, about exactly what they are getting and from whom. For example, you cannot say you are distributing the Neo4j® software when you’re distributing a modified version of it, because people would be confused when they are not getting the same features and functionality they would get if they downloaded the software directly from us. You also cannot distribute Neo4j® software using the Marks if you do not have a license from us, because that would imply that your distribution comes from or is supported by Neo4j. You cannot use our Marks on your website in a way that suggests that your website is an official website or that we endorse your website, unless permitted in a written agreement with us. You can, though, say you like the Neo4j® software, say that you participate in the Neo4j® community, or refer to Neo4j® products and services.
This fundamental requirement, that it is always clear to people what they are getting and from whom, is reflected throughout this Policy. It should also serve as your guide if you are not sure about how you are using the Marks.
In addition:
You may not use the Marks in association with the use or distribution of software if you are also not in compliance with the copyright license for the software.
- You may not use or register, in whole or in part, the Marks as part of your own trademark, service mark, domain name, company name, trade name, product name or service name.
- Provided that you have obtained a license from Neo4j, you can use the Word Marks in book and article titles, and the Logo in illustrations within the document, as long as the use does not suggest that we have published, endorse, or agree with your work.
- Trademark law does not allow your use of names or trademarks that are too similar to ours. You therefore may not use an obvious variation of any of our Marks or any phonetic equivalent, foreign language equivalent, takeoff, or abbreviation for a similar or compatible product or service. This includes combinations or integrations of all or portions of the Marks in a way that the public may think of the use as a new mark (e.g. SuperNeo4j, or Neo5k).
- You agree that you will not acquire any rights in the Marks and that any goodwill generated by your use of the Marks inures solely to our benefit.
Proper Use of the Marks
These rules hold true for all trademarks, not just ours, so you should follow them for our Marks as well as anyone else’s.
Always use the Marks in their Exact Form and Distinguishable from Other Text. Always use the Word Marks in a manner distinguished from surrounding text, with initial capital letters, and in the exact form with the correct spelling (neither abbreviated, hyphenated, or combined with any other word or words).
CORRECT | INCORRECT |
Neo4j® | NEO4J Neo-4j neo4j n4j Neo |
Use Marks as Proper Adjectives Followed by a Generic Term. Trademarks should be used as adjectives followed by a generic modifier, and not as nouns or verbs. Trademarks are products or services, never actions. Do not use “a” or “the” to refer to an instance of the Marks. For example:
CORRECT | INCORRECT |
The Neo4j® graph platform is widely used in many industries. I was able to quickly realize graph epiphanies with Neo4j® Bloom™ visualization software. I downloaded the Neo4j® database from neo4j.com. Cypher® query language | Neo4j® is widely used. We use the Neo4j. I use Cypher. I load data into and out of Neo4j. |
Do Not Use Marks in the Possessive Form. Because trademarks are not nouns, they should not be used in the possessive from. For example:
CORRECT | INCORRECT |
The Neo4j® graph database software presents and stores data natively as a graph. | Neo4j’s storage presents and stores data natively as a graph. |
Do Not Use Marks in the Plural Form. Because trademarks are not nouns, they should not be used in the plural form. For example:
CORRECT | INCORRECT |
The Neo4j® platform allows multiple instances of the Neo4j database software to form a single highly-available cluster. | High-availability clustering allows a cluster of instances to be formed using multiple Neo4js. |
Do Not Use Marks to Suggest Endorsement by Neo4j.
CORRECT | INCORRECT |
graph database software | “Open Neo4j” XYZ ENTERPRISE 3.4.9 (FREE AND OPEN UNRESTRICTED NEO4J ENTERPRISE FORK) |
Use of Logos
You may not change any Logo except to scale it proportionally. This means you may not add decorative elements, change the colors, change the proportions, distort it, add elements, or combine it with other logos. The logo may only be used displaying the exact colors shown in our Style Guide.
Mark Attribution and Notices
The first or most prominent mention of a Mark on a webpage, document, packaging, or documentation should be accompanied by a symbol indicating whether the mark is a registered trademark (“®”) or an unregistered trademark (“™”). Also, if you are using our Marks for uses for which we are granting a separate license, please put following notice at the foot of the page where you have used the Mark (or, if in a book, on the credits page), on any packaging or labeling, and on advertising or marketing materials: “Neo4j is a trademark or registered trademark of Neo4j, Inc. or its subsidiaries in the United States and/or other countries.”
Possible Infringement
If you are aware of any confusing use or misuse of the Marks in any way, we would appreciate you bringing this to our attention. Please contact us at webinfo@neo4j.com so that we can investigate it further.
Updates
Neo4j reserves the right to modify or update this Policy at any time. You should review this Policy from time to time so that you will be aware of any modifications or updates as they will apply as soon as they as posted on this page.
Further Information
Neo4j has tried to make this Trademark Policy as comprehensive and understandable as possible. If you have any questions about this Policy, would like to speak with us about the use of our Marks in ways not described in the Policy, or see any abuse of our Marks, please contact us.
Neo4j Aura Terms of Service (North America/LatAm/APAC)
Version 2.0
Effective July 21st 2025
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Neo4j Aura Terms of Service
You have reached an archived version of the Neo4j Cloud Agreement. The current version can be found from the Neo4j Legal Terms homepage at https://neo4j.com/legal-terms/.
If you are looking for an older version, please visit the archive.
Neo4j Aura Terms of Service (EMEA)
Version 2.0
Effective July 21st 2025
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Neo4j Aura Terms of Service
You have reached an archived version of the Neo4j Cloud Agreement. The current version can be found from the Neo4j Legal Terms homepage at https://neo4j.com/legal-terms/.
If you are looking for an older version, please visit the archive.
Neo4j Subscription Agreement (North America/LatAm/APAC)
Version 2.0
Effective July 21st 2025
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Neo4j Subscription Agreement
You have reached an archived version of the Neo4j Software Agreement. The current version can be found from the Neo4j Legal Terms homepage at https://neo4j.com/legal-terms/.
If you are looking for an older version, please visit the archive.
Neo4j Subscription Agreement (France)
Version 2.0
Effective July 21st 2025
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Neo4j Subscription Agreement
You have reached an archived version of the Neo4j Software Agreement. The current version can be found from the Neo4j Legal Terms homepage at https://neo4j.com/legal-terms/.
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Neo4j Subscription Agreement (Germany)
Version 2.0
Effective July 21st 2025
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Neo4j Subscription Agreement
You have reached an archived version of the Neo4j Software Agreement. The current version can be found from the Neo4j Legal Terms homepage at https://neo4j.com/legal-terms/.
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Neo4j Subscription Agreement (Sweden)
Version 2.0
Effective July 21st 2025
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Neo4j Subscription Agreement
You have reached an archived version of the Neo4j Software Agreement. The current version can be found from the Neo4j Legal Terms homepage at https://neo4j.com/legal-terms/.
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Neo4j Subscription Agreement (UK)
Version 2.0
Effective July 21st 2025
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Neo4j Subscription Agreement
You have reached an archived version of the Neo4j Software Agreement. The current version can be found from the Neo4j Legal Terms homepage at https://neo4j.com/legal-terms/.
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Neo4j Consulting Services Agreement
Version 1.0
Effective July 21st 2025
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Neo4j Consulting Services Agreement
Last Updated: July 21, 2025 | Archive
This Neo4j Customer Agreement consists of the terms below, referenced URLs, applicable Offering Addenda (collectively, the “Terms”), applicable Order Forms and Statements of Work (together with the Terms, the “Agreement”). It forms a binding agreement between the applicable Neo4j Contracting Entity as specified in Section 14 below (“Neo4j”) and the entity or person agreeing to these terms (“Customer” or “you”). The Agreement governs Customer’s access to and use of the Offerings.
This Agreement takes effect when you click a check box presented with these terms, when you access or use any portion of the Offerings, by signing or accepting an Order Form referencing these Terms, or otherwise agree to it (the “Effective Date”). If you are accepting on behalf of an entity, such as the company you work for, you represent and warrant that (i) you have the legal authority to bind that entity; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of that entity as Customer, to this Agreement.
- Neo4j Responsibilities.
- General. Neo4j will make its Offerings available to Customer for the Term in accordance with the terms and conditions of this Agreement and the Documentation.
- Neo4j Security. Neo4j implements and maintains an information and security program as described in the Trust Center.
- Compliance with Applicable Laws. Neo4j provides the Offerings in compliance with applicable laws and regulations, including those related to data privacy and transfer, international communications, and exportation of personal data, but without regard to Customer’s particular use of the Offerings and subject to Customer’s compliance with the Agreement.
- General. Neo4j will make its Offerings available to Customer for the Term in accordance with the terms and conditions of this Agreement and the Documentation.
- Customer Responsibilities.
- Compliance. Customer’s use of the Offerings will comply with applicable laws and government regulations. Customer will be responsible for each User’s compliance with this Agreement, and acts or omissions by any User shall be deemed acts by Customer.
- Security and Backup. Customer is responsible for properly configuring and using the Offerings and taking appropriate steps to maintain security, protection, and backup of Customer Data. Some Offerings may include functionality for regular snapshot backups, and Customer is responsible for its own routine backups.
- General Restrictions. Except as may be set forth in any applicable Order Form, Customer will not (and will not permit any third party to) (i) sell, rent, lease, license, distribute, provide access to, sublicense, or otherwise make available the Offerings to a third party; (ii) use the Offering to operate a service bureau or outsourcing offering; (iii) reverse engineer, decompile, disassemble, or otherwise seek to obtain, discover, or reconstruct the source code, underlying ideas or algorithms, or non-public APIs to any of the Offerings unless expressly permitted by applicable law (and only upon advance notice to Neo4j); or (iv) remove or obscure any proprietary or other notices contained in the Offerings, Documentation, or other materials provided by Neo4j.
- Compliance. Customer’s use of the Offerings will comply with applicable laws and government regulations. Customer will be responsible for each User’s compliance with this Agreement, and acts or omissions by any User shall be deemed acts by Customer.
- Orders.
- Order Forms and Affiliates. Customer may purchase the Offerings by executing an Order Form and/or a SOW that are governed by these Terms. When an Affiliate of Neo4j or Customer executes an Order Form or SOW, each Order Form or SOW creates a separate Agreement between the respective Affiliates. Amendments apply only to the executing Affiliates. Neo4j and Customer are not liable for their Affiliates' actions or obligations under separate Agreements, and there is no joint liability. Claims and damages must be pursued solely against the responsible Affiliate, except as required by local law.
- Reseller Orders. Customer may procure use of Offerings from an Authorized Reseller. Customer’s use of the Offerings is governed by the Agreement, except Section 8 (Fees and Payment; Taxes). The Authorized Reseller is not authorized to make any changes to this Agreement or to make any warranties, representations, promises or commitments on behalf of Neo4j or the applicable Offerings. Neo4j is not responsible for Authorized Reseller’s obligations to Customer, any of Authorized Reseller’s acts and omissions, or for any third-party products or services furnished to Customer by Authorized Reseller. Neo4j is not obligated to provide the Offerings to Customer under a Reseller Agreement if it has not received an Order Form from the Authorized Reseller for Customer.
- Order Forms and Affiliates. Customer may purchase the Offerings by executing an Order Form and/or a SOW that are governed by these Terms. When an Affiliate of Neo4j or Customer executes an Order Form or SOW, each Order Form or SOW creates a separate Agreement between the respective Affiliates. Amendments apply only to the executing Affiliates. Neo4j and Customer are not liable for their Affiliates' actions or obligations under separate Agreements, and there is no joint liability. Claims and damages must be pursued solely against the responsible Affiliate, except as required by local law.
- Intellectual Property.
- Neo4j Ownership. Customer agrees that Neo4j or its suppliers retain all right, title and interest (including Intellectual Property Rights) in and to the Offerings, Documentation and Deliverables, and any derivative works, modifications, or improvements of any of the foregoing, including any Feedback incorporated (collectively, “Neo4j Technology”). Except for the limited rights in this Agreement, no rights to Neo4j Technology are granted to Customer and Customer agrees its usage of Neo4j Technology shall be in accordance with the Agreement. Notwithstanding anything to the contrary herein, Neo4j may freely use and incorporate into Neo4j’s products and services any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by Customer or by any users of the Offerings (“Feedback”).
- Open-Source Software. Third party open-source software that is utilized with or otherwise provided with the Offerings is subject to and licensed under the applicable Third-Party License Terms. Neo4j represents and warrants that the open-source software, when used as delivered by Neo4j and unmodified by Customer in accordance with the license rights granted by Neo4j, does not require Customer to disclose or license Customer’s own proprietary source code, or otherwise make it available at no charge.
- Marketing. Neo4j may reference Customer’s name and logo in public marketing materials, provided such use complies with Customer’s brand guidelines.
- Neo4j Ownership. Customer agrees that Neo4j or its suppliers retain all right, title and interest (including Intellectual Property Rights) in and to the Offerings, Documentation and Deliverables, and any derivative works, modifications, or improvements of any of the foregoing, including any Feedback incorporated (collectively, “Neo4j Technology”). Except for the limited rights in this Agreement, no rights to Neo4j Technology are granted to Customer and Customer agrees its usage of Neo4j Technology shall be in accordance with the Agreement. Notwithstanding anything to the contrary herein, Neo4j may freely use and incorporate into Neo4j’s products and services any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by Customer or by any users of the Offerings (“Feedback”).
- Privacy. Neo4j will process Customer’s personal data, which may be submitted in connection with the registration or administration of a Neo4j account, such as name and email address, in compliance with this Agreement and Neo4j's Privacy Policy.
- Confidentiality. Each party (as “Receiving Party”) will protect the other’s Confidential Information with at least the same care it uses for its own Confidential Information, and no less than reasonable care. It will (i) use Confidential Information of the other party (the “Disclosing Party”) only as permitted under the Agreement, and (ii) limit access to those who need it, and who are bound by similar confidentiality obligations, and for whom the Receiving Party shall be liable for compliance hereof. If legally required to disclose Confidential Information, the Receiving Party will, where legally permitted, give advance notice and reasonably assist in seeking confidential treatment of the Confidential Information. Disclosure may cause significant harm, entitling the Disclosing Party to seek equitable relief in addition to other legal remedies.
- Offerings and Other Services.
- Offerings. Neo4j will provide to Customer the applicable Offerings during the Term as described in the applicable Offerings Addendum, which are incorporated into and subject to the Terms.
- Consulting Services. Customer may execute an Order Form or SOW for Neo4j to provide Consulting Services. Any such Order Forms or SOWs are incorporated into and governed by these Terms.
- Support and Availability. During the Term, Neo4j will provide Customer with Support Services for its Offerings as specified in the applicable Support Terms and/or Order Form. For Offerings that are offered free of charge, Neo4j may or may not, in its discretion, provide more limited support. Neo4j reserves the right to modify the Support Terms provided no such modification shall result in a material reduction in support or availability during the Subscription Term.
- Fees and Payment; Taxes.
- Fees and Payment. Customer agrees to pay all fees charged by Neo4j for Customer’s use of Offerings. The fees will be (i) specified in applicable Order Forms and SOWs, and/or (ii) calculated based on the fees for the specific Offering set forth on the Pricing Page (“Fees”). Except as expressly set forth in this Agreement, all payment obligations are non-cancelable and Fees are non-refundable. Late payments incur a charge of the lower of one- and one-half percent (1.5%) per month (and shall thereafter bear interest at a rate of eighteen percent (18%) per annum until paid) or the highest interest rate permitted by applicable law.
- Purchase Orders. If Customer issues a purchase order, it is for internal purposes only and any terms and conditions referenced in the purchase order are rejected by Neo4j and have no effect. No purchase order shall limit Neo4j’s right to collect Fees and must cover the total Fees owed under the applicable Order Form or SOW. On request, Neo4j may reference the purchase order number on its invoices, provided the purchase order is given to Neo4j at least ten (10) business days before the invoice date.
- Taxes. Fees exclude all taxes (e.g., sales, use, GST, VAT, withholding), except those based on Neo4j’s net income, property, or employees. Customer is responsible for all taxes related to its purchases and use of the Offerings. If Neo4j is required to pay or collect such taxes, it will invoice Customer, who must pay unless a valid exemption certificate authorized by the appropriate taxing authority is provided. If withholding is required by law, Customer will gross up payments so Neo4j receives the full amount equal to the amount Neo4j would have received had no such deductions or withholdings been made. Upon request, Customer will provide proof of tax remittance and, where applicable, VAT/GST registration numbers on the Order Form.
- Reseller Orders. If Customer procures Offerings through a Reseller, Customer agrees (a) Neo4j may share usage and billing details with the Reseller, and (b) termination and suspension provisions apply if Reseller fails to pay Neo4j.
- Cloud Marketplace Billing. Notwithstanding anything to the contrary in this Agreement, where Customer has purchased Offerings through a cloud service provider (a “CSP”) marketplace, Customer agrees that all Fees shall be paid through billing of Customer’s account with such CSP. Customer further agrees that any refund to which Customer may be entitled under this Agreement may be provided in the form of a credit back to Customer’s account with such CSP, unless otherwise limited by the CSP’s refund requests policy.
- Term and Termination.
- Term. This Agreement is effective as of the Effective Date and will remain in effect for the Term of the Agreement.
- Termination for Cause.
- (a) Each party may terminate this Agreement with notice if (i) the other party commits a material breach of the Terms and fails to cure it within thirty (30) days following a written request from the notifying party to cure such material breach; or (ii) the other party ceases business operations or becomes subject to bankruptcy or insolvency proceedings that are not dismissed within sixty (60) days. Termination of this Agreement pursuant to this Section 9.2(a) will result in the termination of any Subscriptions, Order Forms, or SOWs that may be in effect.
- (b) Each party may terminate an Order Form or SOW with notice if (i) the other party commits a material breach of the applicable Order Form or SOW and fails to cure it within thirty (30) days following a written request from the notifying party to cure such material breach. Upon the termination or expiration of an Order Form or SOW, the respective rights and obligations of the parties will cease, provided that termination under this Section 9.2(b) will not result in termination of any coexisting Order Forms and/or SOWs that are subject to these Terms and not affected by the material breach and the respective termination.
- Effect of Termination.
- (a) Upon the termination of the Agreement: (i) the right to use the Offerings immediately ends, and the Customer, including Users and Contractors, must stop using them (except to exercise the Retrieval Right as set forth in the Cloud Offering Addendum, if applicable) and (ii) Neo4j’s obligations to perform or provide the Offerings shall immediately terminate. In addition, Customer shall pay Neo4j any outstanding and future Fees under the Agreement, unless Customer terminates under Section 9.2. In such an event, Neo4j will refund the unused portion of prepaid Fees based on the effective date of termination. Further, within ten (10) days of termination, each party shall use reasonable efforts to destroy all Confidential Information of the other party in its possession, retaining only one archival copy for purposes of ensuring compliance with the Agreement and applicable laws.
- (b) Notwithstanding the foregoing, the following terms shall survive the termination or expiration of this Agreement, together with any other terms which by their nature are intended to survive such termination: 4 (Intellectual Property), 6 (Confidentiality), 8 (Fees & Payment; Taxes), 9.3 (Effects of Termination), 11 (Indemnification), 12 (Limitation of Liability), and 13 (General Terms).
- (c) Neo4j shall not be liable to the Customer or any third party for costs or damages resulting from the termination of any Order Form or SOW due to the Customer’s uncured breach. This includes losses of prospective profits, goodwill, expenditures, leases, or commitments related to the Customer's business
- Term. This Agreement is effective as of the Effective Date and will remain in effect for the Term of the Agreement.
- Warranty.
- Neo4j Warranty. Neo4j warrants that the Software and the Cloud Offering will materially conform to the specifications set forth in their applicable Documentation during the Subscription Term. This warranty excludes trial or beta versions, experimental features, and issues related to the performance, operation or security of the Software and the Cloud Offering that are caused by or attributable to third-party content, services provided by third parties, or any bug, defect or error caused by or attributable to software or hardware not approved by Neo4j. Neo4j does not warrant that the Software and the Cloud Offering will be uninterrupted or error-free, that all defects will be corrected, or that the Software and the Cloud Offering will meet Customer’s requirements or expectations. Neo4j also warrants that Support Services will be performed professionally and according to industry standards, and, in accordance with Neo4j’s then current applicable Support Terms.
- Remedies. If Neo4j is unable to correct a reported non-conformity with this warranty within a reasonable time after receipt of notice by Customer, either party may terminate the applicable Order Form or SOW, and Customer, as its sole remedy, will be entitled to receive a refund of any unused Fees that Customer has pre-paid for the applicable Offering.
- Disclaimer. Except as set forth in the Agreement, the Offerings are provided “as is” and Neo4j makes no other warranties, express or implied, statutory or otherwise, including, without limitation, merchantability, title, fitness for a particular purpose, satisfactory quality, and non-infringement.
- Indemnification.
- By Neo4j. Neo4j will defend and indemnify Customer against third-party claims that an Offering and/or Deliverable, when used per the Agreement and Documentation, infringes a copyright or registered patent in a Berne Convention country, covering damages and costs finally awarded or settled by Neo4j. If Customer’s use of the Offering results or is likely to result in an infringement claim, Neo4j may: (a) substitute functionally similar products or services; (b) procure for Customer the right to continue using the Offering; or (c) terminate the applicable Order Form or SOW and refund unused pre-paid Fees for the applicable Offering. This obligation does not apply to claims caused by: (1) third-party or Customer-requested modifications; (2) the combination of an Offering with non-Neo4j products or processes; (3) use of the Offering in non-conformity with the applicable Agreement and Documentation; or (4) Customer Data or non-Neo4j deliverables. This Section 11.1 is Customer’s sole remedy for intellectual property infringement claims.
- By Customer. Customer will defend and indemnify Neo4j against any third-party claim related to Customer Data, materials provided to Neo4j by Customer in connection with an Offering, or any Customer-offered product or service used with the Offering(s), and will cover any damages and costs (including reasonable attorneys’ fees) finally awarded against Neo4j or agreed in settlement by Customer resulting from such claim.
- Procedures. For claims under this Section, the indemnified party must: (i) promptly notify the indemnifying party in writing, (ii) allow the indemnifying party to control the defense and settlement at indemnifying party’s expense, and (iii) provide reasonable cooperation at the indemnifying party’s expense. Delay in notice does not relieve obligations but excludes liability for pre-notice expenses or harm caused by the delay or failure to notify. The indemnifying party may not settle any claim imposing obligations (except payment covered by the indemnifying party or ceasing to use infringing materials) or admissions on the indemnified party without the indemnified party’s written consent, not unreasonably withheld. Indemnification under this Section does not apply if the indemnified party settles or admits liability without prior written consent.
- Limitation of Liability.
- General Limitation. To the fullest extent permitted under applicable law, under no circumstances shall Neo4j or Customer be liable to each other or any third party for any indirect, incidental, special, exemplary, punitive, reliance, or consequential damages (including, without limitation, damages for loss of business profits, business interruption, or loss of business information) arising out of or relating to this Agreement, including, without limitation, use or inability to use the Offerings, regardless of the legal theory upon which any claim is based, even if advised of the possibility of such damages.
- Aggregate Liability. Without limiting the foregoing, and subject to Section 12.3, in no event shall the aggregate liability of Neo4j or Customer under this Agreement exceed the total amount of Fees paid and payable by Customer to Neo4j under the applicable online order, Order Form, or SOW during the twelve (12) month period immediately preceding the event giving rise to the claim for damages (“General Liability Cap”), except Neo4j’s total aggregate liability for damages arising out of or related to any Offering provided free of charge is limited to $500 (five hundred U.S. dollars).
- Exceptions to Limitations. The limitations in Sections 12.1. and 12.2 shall not apply to the extent arising from (i) a party’s fraud, gross negligence, or willful misconduct, (ii) breach of confidentiality obligations (but excluding obligations and/or claims relating to Customer Data), (iii) Customer’s breach of the licenses granted pursuant to the applicable Agreement, and/or (iv) Customer’s payment obligations.
- Data Processing and Unauthorized Disclosure. The limitation of liability in Section 12.2 shall not apply to damages arising from (i) Neo4j’s failure to comply with its obligations under Neo4j’s Data Processing Addendum ("DPA"), to the extent that the parties have executed a DPA, or (ii) claims arising from unauthorized disclosure of Customer Data. In such cases, Neo4j’s total cumulative liability shall be limited to twice the amount paid by Customer under the specific Agreement in the twelve (12) months immediately preceding the first event giving rise to liability (“Data Protection Claims Cap”).
- Applicability to Offerings and Support. This Section 12 applies to Offerings and Support Services, if applicable. These limitations shall apply even if this Agreement or any limited remedy specified herein is found to have failed its essential purpose.
- General Limitation. To the fullest extent permitted under applicable law, under no circumstances shall Neo4j or Customer be liable to each other or any third party for any indirect, incidental, special, exemplary, punitive, reliance, or consequential damages (including, without limitation, damages for loss of business profits, business interruption, or loss of business information) arising out of or relating to this Agreement, including, without limitation, use or inability to use the Offerings, regardless of the legal theory upon which any claim is based, even if advised of the possibility of such damages.
- General Terms.
- Choice of Law; Venue. This Agreement and any applicable Agreement shall be governed by the Governing Laws, excluding its conflicts of law rules, and the parties’ consent to exclusive jurisdiction and venue in the Governing Courts, without regard to the United Nations Convention on the International Sale of Goods.
- Waiver. No waiver will be implied from conduct or failure to enforce rights. No waiver will be effective unless in a writing signed on behalf of the party against whom the waiver is asserted.
- Order of Precedence. In the event of a conflict between the Terms and any Order Form or SOW, the order of precedence will be: first, the Order Form; second, the SOW; third, the Terms.
- Assignment. While the Neo4j entity contracting with Customer remains fully liable for all obligations, some obligations may be fulfilled by Neo4j Affiliates. Customer cannot assign this Agreement or licenses without Neo4j's prior written consent; any attempt otherwise is void. However, either Party may assign the Agreement to (i) its Affiliates, (ii) a successor by merger or consolidation, or (iii) a purchaser of all or substantially all assets. The Agreement binds and benefits the successors and permitted assigns of the parties.
- Force Majeure. Neither party shall be liable to the other party or any third party for failure or delay in performing its obligations under this Agreement when such failure or delay is due to any cause beyond the control of the party concerned, including, without limitation, acts of God, governmental orders or restrictions, fire, or flood, provided that upon cessation of such events such party shall thereupon promptly perform or complete the performance of its obligations hereunder. Customer’s payment obligations are not subject to force majeure.
- Notices. Notices under this Agreement must be in writing and sent by personal delivery, email, or certified/registered mail (return receipt requested). They are deemed given upon delivery, five (5) business days after mailing, or upon email confirmation. Notices go to the addresses in the latest Order Form or SOW (cc: legal@neo4j.com). Customer agrees to receive electronic and website notices for policy and Documentation updates and other communications (subject to Neo4j’s warranties and does not apply to notices for breach).
- Code of Conduct. Each party has its own code of conduct, which it will observe during the term of the Agreement. Both parties agree their codes have equal status, and neither is contractually bound by the other party’s code of conduct.
- Severability. If any provision of this Agreement is judged by a court of competent jurisdiction to be invalid or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.
- Relationship. The parties are independent contractors, and nothing herein shall be construed to create any agency, partnership, or other form of joint enterprise between the parties.
- Export. Customer agrees to comply with all U.S. and local export control laws and regulations applicable to its Offerings.
- Amendments. Except as otherwise specified in this Agreement, this Agreement may be amended or supplemented only by a writing that refers explicitly to this Agreement and that is signed on behalf of both parties.
- Entire Agreement. This Agreement and the referenced documents (incorporated by reference) represent the complete and exclusive understanding between the parties, superseding all prior agreements or communications on the subject. You acknowledge that your payment obligations under the Order Form or SOW are not based on any future availability of programs or updates.
- Electronic Execution. This Agreement may be signed electronically or entered into in one or more counterparts, each of which will be deemed an original, and all of which taken together shall constitute one and the same instrument.
- Definitions.
- “Acceptable Use Policy” means Neo4j’s acceptable use policy, made available at https://neo4j.com/legal-terms/.
- “Affiliate” means any individual, corporation, partnership, or business entity that controls, is controlled by, or is under common control by an entity with an ownership of more than 50% of the voting shares.
- 	“Authorized Reseller” means a vendor authorized by Neo4j to resell its Offerings.
- 	“Confidential Information” means all information identified as confidential at disclosure or that should reasonably be known as confidential due to its nature and the circumstances. All Customer Data is deemed Confidential Information of Customer without any marking. All Neo4j Technology and Agreement terms are deemed Confidential Information of Neo4j without marking. Confidential Information shall not include information the Receiving Party can demonstrate: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of Receiving Party with no access to such information.
- 	“Consulting Services” means implementation services, training or consulting services performed by Neo4j or its authorized representatives.
- 	“Contractor” shall mean the independent contractors and consultants permitted by Customer to use the Offerings.
- 	“Customer Data” means any data uploaded by or on behalf of Customer through applicable Offerings for processing, storage, or hosting in connection with Customer’s use of that Offering.
- 	“Deliverables” has the meaning set forth in the Consulting Services addendum.
- 	“Disclosing Party” is defined in Section 6 (Confidentiality).
- “Documentation” means Neo4j’s documentation and usage guides including standard installation materials, training materials, specifications and online help documents for the applicable Offerings made generally available by Neo4j, such as https://neo4j.com/docs/.
- “Feedback” is defined in Section 4 (Intellectual Property).
- “Fees” is defined in Section 8.1 (Fees and Payment).
- “Governing Courts” and “Governing Laws” mean for customers contracting with Neo4j Sweden AB, the Governing Laws are Swedish law with exclusive jurisdiction in the courts of Malmö, Sweden; and for customers contracting with Neo4j, Inc., the Governing Laws are the laws of California with exclusive jurisdiction in the state and U.S. federal courts located in Santa Clara, California.
- "Intellectual Property Rights" means current and future worldwide rights under patent, copyright, trade secret, trademark, and moral rights laws, and other similar rights.
- “Neo4j Contracting Entity” means (i) the entity specified in an Order Form or SOW; (ii) Neo4j Inc. for transactions through a CSP marketplace; (iii) Neo4j Sweden AB for Customers incorporated in Europe, Middle East, Africa, China and Singapore; or (iv) Neo4j, Inc. for Customers incorporated in all other countries.
- “Neo4j Technology” is defined in Section 4 (Intellectual Property).
- “Offering(s)” means Neo4j’s offerings and services, such as Neo4j’s self-hosted software (“Software”) subject to the Software Addendum, software-as-a-service cloud offering (“Aura” or “Cloud Offering”) subject to the Cloud Addendum, and Neo4j’s consulting services (“Consulting Services”) subject to the Consulting Services Addendum; each of which may be ordered by Customer in an applicable Order Form or SOW, available on an online purchasing portal, or provided to Customer free of charge.
- “Offerings Addendum” means a separate addendum with offering-specific terms for the applicable Offering, such as the Software Addendum, Cloud Addendum, and/or Consulting Services Addendum.
- “Order Form” means the Neo4j ordering document referencing these Terms, executed by Customer or submitted by a Reseller which specifies the Offerings being provided by Neo4j, including any addenda and supplements, during the applicable Subscription Term.
- “Pricing Page” means the schedule of fees, made available at https://neo4j.com/pricing/.
- “Privacy Policy” means Neo4j’s Privacy Policy made available at https://neo4j.com/legal-terms/.
- “Receiving Party” is defined in Section 6 (Confidentiality).
- “Reseller Agreement" means an ordering document which sets the fees and terms between Authorized Reseller and Customer.
- “SOW” means each ordering document executed by the parties for Consulting Services referencing this Agreement.
- “Subscription” means Customer’s right, for a fixed period, to possess, use and/or access the Offerings, and to receive associated Support Services.
- “Subscription Term” means the period commencing and expiring in accordance with the start and end date set forth on the applicable Order Form.
- “Support Services” means Neo4j’s support and maintenance services.
- “Support Terms” means the Neo4j Support Terms made available at https://neo4j.com/terms/support-terms/.
- “Term” has the meaning set forth in the applicable Offering Addendum.
- “Third-Party License Terms” means the list of third-party licenses available at www.neo4j.com/thirdpartylicenses/.
- “Trust Center” means the Neo4j Security and Compliance site, made available at https://trust.neo4j.com/.
- “Users” means persons granted access to the Offerings by or on behalf of Customer, including its Affiliates, Contractors and its Affiliates’ Contractors.
Neo4j Consulting Services Addendum
This Neo4j Consulting Services Addendum ("Consulting Services Addendum") is incorporated into and supplements the Neo4j Terms. This Consulting Services Addendum sets forth the terms that govern Customer’s purchase of Neo4j’s Consulting Services. Capitalized terms not defined in this Consulting Services Addendum shall have the meanings set forth in the Terms of the Agreement.
- Consulting Services.
- Delivery. General. Neo4j or its third-party provider will offer Consulting Services as set forth in an Order Form or SOW which are subject to the Terms. Each Order Form or SOW will contain a description of the tasks and the deliverables which shall be performed on a time and materials basis.
- Deliverables. Neo4j may provide advice and training materials and may deliver to Customer applicable Documentation and other tangible deliverables (collectively, “Deliverables”). Deliverables may also include the guides, code (including GQL/Cypher queries), or other deliverables that Neo4j provides to Customer in connection with Consulting Services. For clarity, Neo4j may use compilers, assemblers, interpreters and similar tools to develop Deliverables, but such tools are not included in the definition of Deliverables. To the extent that the Deliverables contain Customer Confidential Information or are derivative works of Customer Confidential Information, all intellectual property rights in such Customer Confidential Information or such derivative works shall remain the exclusive property of Customer.
- Customer Obligations. Completion of Consulting Services requires Customer involvement; accordingly, Customer will reasonably cooperate and provide resources as set forth in an Order Form or SOW or as otherwise reasonably necessary. For any Consulting Services performed at Customer's facilities, Customer shall provide Neo4j's consultants with (i) electricity, internet access, and all other reasonably necessary facilities and (ii) a safe and appropriate working environment in accordance with applicable law, including informing them of all health, safety and security requirements that apply at such facilities from time to time. Neo4j will not be responsible for any delays in the Consulting Services which are caused by the actions or omissions of Customer.
- Access. To the extent access to Customer’s systems is required, Customer shall only provide Neo4j’s consultants access to non-production environments.
- Pre-Screening and Non-Disclosure. Neo4j conducts pre-employment and pre-engagement screenings of its employees and consultants as permitted by applicable law and shall not assign disqualified personnel. Neo4j consultants shall not be subject to additional Customer screens. The confidentiality and non-disclosures provisions of the Agreement apply to all Neo4j personnel (and Neo4j warrants their compliance); and no separate nondisclosure/confidential agreement from any other individuals acting on behalf of Neo4j in connection with the performance of the Consulting Services is needed.
- Delivery. General. Neo4j or its third-party provider will offer Consulting Services as set forth in an Order Form or SOW which are subject to the Terms. Each Order Form or SOW will contain a description of the tasks and the deliverables which shall be performed on a time and materials basis.
- Term. When the Agreement includes this Consulting Services Addendum, the term of the Agreement commences on the Effective Date and will remain in effect for the Subscription Term ("Term").
- Proprietary Rights. All Deliverables and their intellectual property rights (excluding Customer’s Confidential Information as described in Section 1(b)) developed by Neo4j under an Order Form or SOW are Neo4j's exclusive property. Unless otherwise specified in the Order Form or SOW and except with respect to certain Deliverables that are open source software (in which case, such Deliverables are subject to Section 4.2. of the Terms), Neo4j grants Customer a limited, personal, revocable, non-transferable, non-sublicensable, non-exclusive license during the applicable Subscription Term to: (i) use the Deliverables for Customer's internal business purposes and (ii) use any Deliverables that constitute an upgrade, update, improvement or modification to the Software on the same license terms as Section 2 of the Software Addendum (the “Deliverables License”). This Deliverable License terminates with the Subscription Term. Customer and its suppliers maintain any and all right, title and interest in and to proprietary Customer-provided materials.
- Warranties. Neo4j warrants that the Consulting Services shall be provided in a professional manner and the Deliverables shall substantially conform to the Order Form or SOW. In the event of a breach of this warranty, Neo4j shall use commercially reasonable efforts to re-perform the applicable Consulting Services or re-deliver the applicable Deliverables within thirty (30) days. Warranty claims for defects of quality are excluded as the described Consulting Services are exclusively provided as consulting and assistance services. For the avoidance of doubt, this warranty is subject to the liability provisions in the Terms.
- Changes. Either party may, prior to the completion of the Consulting Services, request in writing changes to the Consulting Services set forth in an Order Form or SOW. Changes may result in increased or decreased price and delivery time and both parties must agree to such changes in writing via a change order or an amendment to an existing Order Form or SOW before they become effective.
- Subcontractor. Neo4j reserves the right to use subcontractor(s) to perform a portion of the Consulting Services covered by an Order Form and/or a SOW, and Customer expressly consents to such subcontracting provided that Neo4j shall remain liable for the acts and omissions of such subcontractor(s).
- Expiration. Any Consulting Offerings must be performed and used within twelve (12) months of the applicable Order Form or SOW effective date. Unused credits shall expire after such time, and no credit or refund will be issued for any unused hours.
- Travel and Expenses. Customer shall reimburse Neo4j for reasonable travel, living, and other out-of-pocket expenses incurred by Neo4j personnel while performing Consulting Services for Customer outside of Neo4j facilities. Neo4j will make commercially reasonable efforts to follow any travel policy provided in advance by Customer.