Contracts
- 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 (EMEA)
- Neo4j Aura Terms of Service (North America/LatAm/APAC)
- Neo4j Subscription Agreement (UK)
- Neo4j Subscription Agreement (Sweden)
- Neo4j Subscription Agreement (Germany)
- Neo4j Subscription Agreement (France)
- Neo4j Subscription Agreement (North America/LatAm/APAC)
Website Terms of Use
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
Effective October 21st 2024
DownloadTable of Contents
Neo4j Privacy Policy
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
We collect personal data from you when you visit our Site(s). However, 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, 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 collect the following personal data and use your personal 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.
- Use our 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.
- 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.
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 continuing to receive any 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, please see our https://neo4j.com/privacy-policy/cookies/.
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. This Privacy Policy was last updated: September 15, 2023.
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
Effective October 21st 2024 to October 21st 2024
DownloadSummary of changes
Added language re DPF. Updated German entity address.
Table of Contents
Neo4j Privacy Policy
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
We collect personal data from you when you visit our Site(s). However, 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, 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 collect the following personal data and use your personal 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.
- Use our 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.
- 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.
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 continuing to receive any 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, please see our https://neo4j.com/privacy-policy/cookies/.
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. This Privacy Policy was last updated: September 15, 2023.
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
Effective September 15th 2023 to October 21st 2024
DownloadTable of Contents
Neo4j Privacy Policy
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
We collect personal data from you when you visit our Site(s). However, 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, 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 collect the following personal data and use your personal 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.
- Use our 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.
- 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.
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 continuing to receive any 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, please see our https://neo4j.com/privacy-policy/cookies/.
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.
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. This Privacy Policy was last updated: September 15, 2023.
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: ℅ Work Republic, Viktualienmarkt 8, 80331 Munchen, Germany.
California Privacy Rights
Effective September 23rd 2024
DownloadTable of Contents
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
Modern Slavery and Human Trafficking Policy
Trademark Policy and Guidelines
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 (EMEA)
Effective September 26th 2024
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Neo4j Aura Terms of Service
BY ACCESSING OR USING ANY SERVICE, YOU ARE ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT USE ANY SERVICE. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY YOU. IF YOU ARE USING ANY SERVICE AS AN EMPLOYEE, CONTRACTOR, OR AGENT OF A CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN YOU MUST BE AUTHORIZED BY SUCH ENTITY IN ORDER TO ACCEPT THE TERMS OF THIS AGREEMENT, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO DO SO.
- This Agreement. This Neo4j Aura Terms of Service (“Agreement”) is entered into by and between the Neo4j entity listed on an applicable Order Form or SOW (“Neo4j”) and the entity or person (“Subscriber” or “you”) placing an order for or accessing the Neo4j Aura software-as-a-service offering made generally available and ordered by Subscriber or any other service as set forth in an Order Form (the “Service”). This Agreement consists of the terms, conditions, attachments, addenda and exhibits referenced herein and any Order Forms and SOWs (as defined below) that reference this Agreement. The “Effective Date” is the date which is the earlier of (a) Subscriber’s initial access to any Service through any online provisioning, registration or order process or (b) the effective date of the first Order Form referencing this Agreement. This Agreement will govern Subscriber’s initial purchase on the Effective Date and any future purchases by Subscriber referencing this Agreement. “Order Form” means the Neo4j ordering document executed by Subscriber or submitted by a Reseller which specifies the Services being provided by Neo4j, including any addenda and supplements thereto. “SOW” means each ordering document executed by the parties for Professional Services. All SOWs are incorporated by reference into this Agreement. Neo4j may modify this Agreement at any time. Unless otherwise specified by Neo4j, changes become effective for Subscriber upon renewal of the then-current Subscription Term (as defined below) or entry into a new Order Form after the updated version of this Agreement goes into effect. Neo4j will use reasonable efforts to notify Subscriber of the changes via Subscriber’s account, email or other means. Subscriber may be required to click to accept or otherwise agree to the modified Agreement before renewing a Subscription Term or entry into a new Order Form, and in any event continued use of any Service after the updated version of this Agreement goes into effect will constitute Subscriber’s acceptance of such updated version.
- Use of Service.
- Access. In accordance with the terms and conditions of this Agreement, the Documentation, and any applicable Order Form, Neo4j will make the Service available to Subscriber during the term set forth on an Order Form (the “Subscription Term”) solely for internal use by Subscriber and its Users (i) for Subscriber’s business purposes; and/or (ii) to provide Subscriber-offered product(s) or service(s) used in connection with the Service. Subscriber may permit its Contractors and Affiliates to serve as Users provided that any use of the Service is solely for the benefit of Subscriber. “Documentation” means Neo4j’s documentation and usage guides for the applicable Service made available at support.neo4j.com or through the Service, as updated from time to time. “Users” means persons granted access to the Service by or on behalf of Subscriber, including its Named Users and Affiliates’ Contractors. “Affiliate” shall mean an entity that directly or indirectly controls, is controlled by, or is under common control with such party. As used herein, “control” means the power to direct the management or affairs of an entity and “ownership” means the beneficial ownership of more than fifty percent (50%) of the voting equity securities or other equivalent voting interests of an entity. "Contractor" shall mean the independent contractors and consultants permitted by Subscriber to serve as Users of the Service. Subscriber shall be responsible for each User’s compliance with this Agreement. “Named User” means an individual User designates and grants access to certain features of the Service by or on behalf of Subscriber, including an Affiliate or Affiliate Contractor, the number of which is set forth on an Order Form. Named User seat licenses for the Service feature may only be used by a single Named User individual. Named User licenses may be transferred from one individual to another, but at any given time, no more than the specified number of Named Users shall have access to the Service feature.
- Client Software. To the extent use of a Service requires Subscriber to install any desktop client software included in the applicable Service (e.g. Neo4j Desktop) that is made available to Subscriber by Neo4j for installation on end user computers (the “Client Software”), Neo4j grants to Subscriber a limited, non-transferable, non-sublicensable, non-exclusive license during the Subscription Term to use the object code form of the Client Software internally in connection with Subscriber’s and its Affiliates use of the Service, subject to the terms and conditions of this Agreement and the Documentation.
- Affiliates. Subscriber Affiliates may purchase Services from Neo4j by executing an Order Form or SOW which is governed by the terms of this Agreement. This will establish a new and separate agreement between the Subscriber Affiliate and Neo4j. If the Subscriber Affiliate resides in a different country than Subscriber, then the Order Form may include modifications to terms applicable to the transaction(s).
- Compliance with Applicable Laws. Neo4j will provide the Services subject to its obligations under laws and government regulations applicable to Neo4j’s provision of the Services to its Subscribers generally, including, without limitation, those related to data privacy and data transfer, international communications, and the exportation of personal data, without regard to Subscriber’s particular use of the Services and subject to Subscriber’s use of the Services in accordance with this Agreement.
- General Restrictions. Except as otherwise set forth in the applicable Order Form, Subscriber will not (and will not permit any third party to): (a) sell, rent, lease, license, distribute, provide access to, sublicense, or otherwise make available any Service (or Deliverables, if applicable) to a third party or in a service bureau or outsourcing offering; (b) use any Service to provide, or incorporate any Service into, any graph database service for the benefit of a third party; (c) 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); (d) remove or obscure any proprietary or other notices contained in any Service; (e) 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 or (f) use any Service in violation of the Acceptable Use Policy, attached hereto as Exhibit 1. “Deliverables” means the guides, code (including GQL/Cypher queries) or other deliverables that Neo4j provides to Subscriber in connection with Professional 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.
- Experimental Service Terms. Note that the Services 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 Services and which are not covered by maintenance and the warranty. Such features are offered "AS IS" and may never become part of the Services. Neo4j makes no representations or certifications with respect to experimental features.
- Neo4j Copilot. Subscribers can enable Neo4j Copilot ("Copilot"), an AI feature described here: Neo4j Copilot FAQs. Copilot is disabled by default and can only be activated by Subscriber's authorized administrators via the Aura console. Subscriber acknowledges that this notice constitutes disclosure of the use of an AI feature and by using Copilot and submitting data, Subscriber consents to OpenAI's use of query data and generated outputs for training purposes, along with sharing metadata like database structure and label lists. For more details, refer to the FAQs and Neo4j’s Privacy Policy.
- Access. In accordance with the terms and conditions of this Agreement, the Documentation, and any applicable Order Form, Neo4j will make the Service available to Subscriber during the term set forth on an Order Form (the “Subscription Term”) solely for internal use by Subscriber and its Users (i) for Subscriber’s business purposes; and/or (ii) to provide Subscriber-offered product(s) or service(s) used in connection with the Service. Subscriber may permit its Contractors and Affiliates to serve as Users provided that any use of the Service is solely for the benefit of Subscriber. “Documentation” means Neo4j’s documentation and usage guides for the applicable Service made available at support.neo4j.com or through the Service, as updated from time to time. “Users” means persons granted access to the Service by or on behalf of Subscriber, including its Named Users and Affiliates’ Contractors. “Affiliate” shall mean an entity that directly or indirectly controls, is controlled by, or is under common control with such party. As used herein, “control” means the power to direct the management or affairs of an entity and “ownership” means the beneficial ownership of more than fifty percent (50%) of the voting equity securities or other equivalent voting interests of an entity. "Contractor" shall mean the independent contractors and consultants permitted by Subscriber to serve as Users of the Service. Subscriber shall be responsible for each User’s compliance with this Agreement. “Named User” means an individual User designates and grants access to certain features of the Service by or on behalf of Subscriber, including an Affiliate or Affiliate Contractor, the number of which is set forth on an Order Form. Named User seat licenses for the Service feature may only be used by a single Named User individual. Named User licenses may be transferred from one individual to another, but at any given time, no more than the specified number of Named Users shall have access to the Service feature.
- Subscriber Data.
- Rights in Subscriber Data. Subscriber or its licensors retain all right, title and interest (including intellectual property rights) in and to any data or data files that are uploaded by or on behalf of Subscriber to the Service for storage in a data repository (the “Subscriber Data”) and any modifications made thereto in the course of the operation of the Service as provided to Neo4j. Subject to the terms of this Agreement, Subscriber grants to Neo4j and its Affiliates a non-exclusive, worldwide, royalty-free right to process the Subscriber Data solely to the extent necessary to provide the Services to Subscriber or as may be required by law. If Subscriber includes any data about any individual through its use of the Services, Neo4j will hold and store such data on Supplier’s behalf, and Subscriber is the data controller of such data. Services may include functionality provided by third-party sub-processors and Subscriber consents to Neo4j’s use of these sub-processors and to their processing of the Subscriber Data. The list of sub-processors is available at https://console.neo4j.io/#gdpr and may be updated by Neo4j from time to time. If Subscriber is including any personally identifiable information in its queries, Subscriber agrees to follow all applicable instructions to parameterize Subscriber Data as set forth at https://neo4j.com/docs/cypher-manual/current/syntax/parameters/. If Neo4j receives any Subscriber Data regarding Subscriber’s employee names and work email addresses for purposes of registering for or using the Services, Neo4j will process personal data in compliance with this Section, Subscriber instructions and in accordance with Neo4j's privacy policy located at https://neo4j.com/privacy-policy/.
- Use Obligations. Subscriber’s use of the Services and all Subscriber Data will comply with applicable laws and government regulations. Subscriber is solely responsible for the accuracy, content and legality of all Subscriber Data. Subscriber warrants that Subscriber has and will have sufficient rights in the Subscriber Data to grant the rights to Neo4j under this Agreement and that the Subscriber Data will not violate the rights of any third party. Subscriber agrees not to upload any sensitive personal data, consumer financial data, or its equivalent to any Service. If Subscriber is located in the European Union or will transmit any of Subscriber Data that includes personally identifiable data regarding a resident of the European Union, Subscriber may contact dpa@neo4j.com to request a Data Processing Addendum that is pre-signed by Neo4j and Subscriber agrees Neo4j is merely a data processor under this Agreement. Each party will use diligence in the protection of Subscriber Data and in preventing any unauthorized person or entity from gaining access thereto.
- Rights in Subscriber Data. Subscriber or its licensors retain all right, title and interest (including intellectual property rights) in and to any data or data files that are uploaded by or on behalf of Subscriber to the Service for storage in a data repository (the “Subscriber Data”) and any modifications made thereto in the course of the operation of the Service as provided to Neo4j. Subject to the terms of this Agreement, Subscriber grants to Neo4j and its Affiliates a non-exclusive, worldwide, royalty-free right to process the Subscriber Data solely to the extent necessary to provide the Services to Subscriber or as may be required by law. If Subscriber includes any data about any individual through its use of the Services, Neo4j will hold and store such data on Supplier’s behalf, and Subscriber is the data controller of such data. Services may include functionality provided by third-party sub-processors and Subscriber consents to Neo4j’s use of these sub-processors and to their processing of the Subscriber Data. The list of sub-processors is available at https://console.neo4j.io/#gdpr and may be updated by Neo4j from time to time. If Subscriber is including any personally identifiable information in its queries, Subscriber agrees to follow all applicable instructions to parameterize Subscriber Data as set forth at https://neo4j.com/docs/cypher-manual/current/syntax/parameters/. If Neo4j receives any Subscriber Data regarding Subscriber’s employee names and work email addresses for purposes of registering for or using the Services, Neo4j will process personal data in compliance with this Section, Subscriber instructions and in accordance with Neo4j's privacy policy located at https://neo4j.com/privacy-policy/.
- Reseller Orders. Subscriber may procure use of any Service from an authorized reseller of Neo4j (“Reseller”) pursuant to an Order Form that references this Agreement and any other commercial terms (a “Reseller Arrangement”). Subscriber’s use of any Service procured through a Reseller will be subject to the terms of this Agreement and all fees payable for such use shall be payable pursuant to the terms set forth in the Order Form. Neo4j will be under no obligation to provide the Service to Subscriber under a Reseller Arrangement if it has not received an Order Form for Subscriber. 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 in any way concerning the Service or Professional Services. If Subscriber procured the Service through a Reseller Arrangement, then Subscriber agrees that Neo4j may share certain Service Data with Reseller related to Subscriber consumption of the Service.
- Intellectual Property.
- Neo4j Technology. Subscriber agrees that Neo4j or its suppliers retain all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Service, all Documentation and Client Software, any Deliverables, and any and all related and underlying technology and documentation; and any derivative works, modifications, or improvements of any of the foregoing, including any Feedback that may be incorporated (collectively, “Neo4j Technology”). Except for the express limited rights set forth in this Agreement, no right, title or interest in any Neo4j Technology is granted to Subscriber. Further, Subscriber acknowledges that the Service is offered as an online, hosted solution, and that Subscriber 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. 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 Subscriber or by any users of the Services relating to Neo4j’s products or services (“Feedback”).
- Usage Data. Notwithstanding anything to the contrary in this Agreement, Neo4j may collect and use query logs, and any data (other than Subscriber Data) relating to the operation, support and/or about Subscriber’s use of the Service (the “Usage Data”) to develop, improve, support, and operate its products and services. Neo4j may not share any Usage Data that includes Subscriber’s Confidential Information with a third party except (i) in accordance with Section 6 (Confidentiality) or (ii) to the extent the Usage Data is aggregated and anonymized such that Subscriber and Users cannot be identified.
- Neo4j Technology. Subscriber agrees that Neo4j or its suppliers retain all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Service, all Documentation and Client Software, any Deliverables, and any and all related and underlying technology and documentation; and any derivative works, modifications, or improvements of any of the foregoing, including any Feedback that may be incorporated (collectively, “Neo4j Technology”). Except for the express limited rights set forth in this Agreement, no right, title or interest in any Neo4j Technology is granted to Subscriber. Further, Subscriber acknowledges that the Service is offered as an online, hosted solution, and that Subscriber 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. 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 Subscriber or by any users of the Services relating to Neo4j’s products or services (“Feedback”).
- Confidentiality. Each party (as “Receiving Party”) will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the other party (the “Disclosing Party”) for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. If Receiving Party is required by law or court order to disclose Confidential Information, then Receiving Party shall, to the extent legally permitted, provide Disclosing Party with advance written notification and cooperate in any effort to obtain confidential treatment of the Confidential Information. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party, the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. “Confidential Information” shall mean all information that is identified as confidential at the time of disclosure by the Disclosing Party or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. All Subscriber Data will be deemed Confidential Information of Subscriber without any marking or further designation. All Neo4j Technology and the terms and conditions of this Agreement will be deemed Confidential Information of Neo4j without any marking or further designation. Confidential Information shall not include information that 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 the Receiving Party who had no access to such information.
- Fees and Payment; Taxes; Payment Disputes.
- Fees and Payment. Except as expressly set forth in this Agreement, all payment obligations are non-cancelable and Fees are non-refundable. If Subscriber issues a purchase order upon entering into an Order Form, then (i) any such purchase order submitted by Subscriber is for its internal purposes only, and Neo4j rejects, and in the future is deemed to have rejected, any purchase order terms to the extent they add to or conflict in any way with this Agreement or the applicable Order Form and such additional or conflicting terms will have no effect, (ii) it shall be without limitation to Neo4j’s right to collect Fees owing hereunder, (iii) it shall be for the total Fees owing under the applicable Order Form, and (iv) on request, Neo4j will reference the purchase order number on its invoices, so long as Subscriber provides the purchase order at least ten (10) business days prior to the invoice date.
- Taxes. Fees do not include taxes, levies, duties or similar governmental assessments of any nature, including, for example, any sales, use, GST, value-added, withholding, or similar taxes, whether domestic or foreign, or assessed by any jurisdiction, but excluding any taxes based on net income, property, or employees of Neo4j (“Taxes”). Subscriber is responsible for paying all Taxes associated with its purchases hereunder including without limitation all use or access of the Service by its Users. If Neo4j has the legal obligation to pay or collect Taxes for which Subscriber is responsible under this Section, Neo4j will invoice Subscriber and Subscriber will pay that amount unless Subscriber provides Neo4j with a valid tax exemption certificate authorized by the appropriate taxing authority. Taxes will not be deducted from payments to Neo4j, except as required by applicable law, in which case Subscriber will increase the amount payable as necessary so that, after making all required deductions and withholdings, Neo4j receives and retains (free from any liability for Taxes) an amount equal to the amount it would have received had no such deductions or withholdings been made. Upon Neo4j’s request, Subscriber will provide to Neo4j its proof of withholding tax remittance to the respective tax authority. Where applicable, Subscriber will provide its VAT/GST Registration Number(s) (for location(s) Subscriber is legally registered) on the Order Form to confirm the business use of the ordered services. “Fees” shall mean the fees payable by Subscriber for the applicable Service or Professional Services, as set forth in an Order Form or SOW. For Professional Services, the term Fees also includes travel, lodging, meal and other expenses incurred while providing Professional Services, but only if the applicable SOW specifies that expenses are reimbursable.
- Payment Disputes. Neo4j will not exercise its rights under Section 8.2 (Termination for Cause) or Section 8.5(a) (Suspension of Service) with respect to non-payment by Subscriber if Subscriber is disputing the applicable charges in good faith and is cooperating diligently to resolve the dispute; provided, that Subscriber continues to pay any undisputed portion of the charges. If the parties are unable to resolve such a dispute within thirty (30) days, each party shall have the right to seek any remedies it may have under this Agreement, at law or in equity, irrespective of any terms that would limit remedies on account of a dispute. For clarity, any undisputed amounts must be paid in full.
- Reseller Orders. If Subscriber has procured the Service or Professional Services through a Reseller, then different terms regarding invoicing, payment and taxes may apply as specified between Subscriber and its Reseller. Subscriber acknowledges that: (a) Neo4j may share information with the Reseller related to Subscriber’s use and consumption of the Service or Professional Services for account management and billing purposes and (b) the termination provisions below will also apply if Subscriber’s Reseller fails to pay applicable fees.
- Fees and Payment. Except as expressly set forth in this Agreement, all payment obligations are non-cancelable and Fees are non-refundable. If Subscriber issues a purchase order upon entering into an Order Form, then (i) any such purchase order submitted by Subscriber is for its internal purposes only, and Neo4j rejects, and in the future is deemed to have rejected, any purchase order terms to the extent they add to or conflict in any way with this Agreement or the applicable Order Form and such additional or conflicting terms will have no effect, (ii) it shall be without limitation to Neo4j’s right to collect Fees owing hereunder, (iii) it shall be for the total Fees owing under the applicable Order Form, and (iv) on request, Neo4j will reference the purchase order number on its invoices, so long as Subscriber provides the purchase order at least ten (10) business days prior to the invoice date.
- Term and Termination.
- Term. This Agreement is effective as of the Effective Date and will remain in effect until terminated in accordance with its terms. If there is no SOW, Order Form or Retrieval Right currently in effect, either party may terminate this Agreement upon written notice to the other party. Each Order Form will terminate upon expiration of the applicable Subscription Term, unless expressly stated otherwise therein or in this Agreement.
- Termination for Cause. Either party may terminate this Agreement (including all related Order Forms) if the other party (a) fails to cure any material breach of this Agreement (including a failure to pay Fees) within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party and is not dismissed within 60 days. Except where an exclusive remedy is specified, the exercise of either party of any remedy under this Agreement, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law or otherwise. For any termination of this Agreement by Subscriber for cause in accordance with Section 8.2(a), Subscriber shall be entitled to a refund of any unused Fees Subscriber has pre-paid for the Service purchased hereunder.
- Effect of Termination; Subscriber Data Retrieval. Upon written notice to Neo4j or Reseller (if applicable), Subscriber will have up to thirty (30) calendar days from termination or expiration of this Agreement to access the Service solely to the extent necessary to retrieve Subscriber Data (“Retrieval Right”). If Subscriber exercises its Retrieval Right, this Agreement 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 Subscriber Data available after termination of this Agreement and shall thereafter promptly delete Subscriber Data. After the Retrieval Right period, Subscriber 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.
- Survival. The following Sections will survive any expiration or termination of this Agreement: 2.5 (General Restrictions), 5 (Intellectual Property), 6 (Confidentiality), 7.1 (Fees and Payment), 7.2 (Taxes), 8 (Term and Termination), 9.3 (Warranty Disclaimer), 12 (Indemnification), 13 (Limitation of Liability), and 15 (General Terms).
- Suspension of Service. In addition to the other rights or remedies set forth in this Agreement, Neo4j reserves the right to suspend provision of services; (a) if Subscriber (or Subscriber’s Reseller, if applicable) is thirty (30) days or more overdue on a payment, (b) if Neo4j deems such suspension necessary as a result of Subscriber’s breach of Sections 2.5 (General Restrictions) or 3.2 (Use Obligations), (c) 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.
- Term. This Agreement is effective as of the Effective Date and will remain in effect until terminated in accordance with its terms. If there is no SOW, Order Form or Retrieval Right currently in effect, either party may terminate this Agreement upon written notice to the other party. Each Order Form will terminate upon expiration of the applicable Subscription Term, unless expressly stated otherwise therein or in this Agreement.
- Warranty.
- Service Warranty. Neo4j warrants that: (a) each Service will materially conform to the specifications set forth in the applicable Documentation and (b) Professional Services and Deliverables will be provided in a professional and workmanlike manner and substantially in accordance with the specifications in the applicable SOW. If Neo4j is unable to correct a reported non-conformity with this warranty, either party may terminate the applicable Order Form or SOW, as applicable, and Subscriber, as its sole remedy, will be entitled to receive a refund of any unused Fees that Subscriber has pre-paid for the applicable Service or Professional Services purchased thereunder. This warranty will not apply if the error or non-conformance was caused by misuse of the Service or Deliverables, modifications to the Service or Deliverables by Subscriber or any third-party, or third-party hardware, software, or services used in connection with the Service. For Professional Services and Deliverables, this warranty will not apply unless Subscriber provides written notice of a claim within thirty (30) days after expiration of the applicable SOW.
- Mutual Warranty. Each party warrants that it has validly entered into this Agreement and has the legal power to do so.
- Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL SERVICES, SOFTWARE, PROFESSIONAL SERVICES AND SUPPORT ARE PROVIDED “AS IS” AND NEO4J MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NEO4J DOES NOT WARRANT THAT THE USE OF ANY SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES NEO4J WARRANT THAT IT WILL REVIEW THE SUBSCRIBER DATA FOR ACCURACY.
- Service Warranty. Neo4j warrants that: (a) each Service will materially conform to the specifications set forth in the applicable Documentation and (b) Professional Services and Deliverables will be provided in a professional and workmanlike manner and substantially in accordance with the specifications in the applicable SOW. If Neo4j is unable to correct a reported non-conformity with this warranty, either party may terminate the applicable Order Form or SOW, as applicable, and Subscriber, as its sole remedy, will be entitled to receive a refund of any unused Fees that Subscriber has pre-paid for the applicable Service or Professional Services purchased thereunder. This warranty will not apply if the error or non-conformance was caused by misuse of the Service or Deliverables, modifications to the Service or Deliverables by Subscriber or any third-party, or third-party hardware, software, or services used in connection with the Service. For Professional Services and Deliverables, this warranty will not apply unless Subscriber provides written notice of a claim within thirty (30) days after expiration of the applicable SOW.
- Support and Availability. During a Subscription Term, Neo4j will provide Subscriber the level of support and availability for the Service specified in the applicable Order Form, in accordance with the Neo4j Aura Support Terms (available at https://neo4j.com/terms/support-terms
- Professional Services.
- Provision of Professional Services. Neo4j will perform the consulting, configuration or other professional services (the “Professional Services”) for Subscriber as set forth in each applicable SOW, subject to the terms and conditions of this Agreement.
- Assistance. Subscriber acknowledges that timely access to applicable Subscriber Materials (defined below), resources, personnel, equipment or facilities is necessary for the provision of Professional Services. Subscriber agrees to provide such access and to cooperate with Neo4j during a Professional Services project. Neo4j will have no liability for any delay or deficiency to the extent resulting from Subscriber’s breach of its obligations under this Section 11.
- Subscriber Materials. Subscriber grants Neo4j a limited right to use any materials provided to Neo4j in connection with Professional Services (the “Subscriber Materials”) solely for the purpose of providing Professional Services to Subscriber. Subscriber will retain its rights (including intellectual property rights) in and to the Subscriber Materials. Neo4j will treat Subscriber Materials subject to the confidentiality obligations under Section 6 (Confidentiality). Subscriber warrants that Subscriber has and will have sufficient rights in the Subscriber Materials to grant the rights to Neo4j under this Agreement and that the Subscriber Materials will not violate the rights of any third-party rights.
- Subscriber Data. With respect to access to any Subscriber Data, Subscriber is solely responsible for ensuring the duration and scope of access is strictly limited to the access required under a specific SOW. Subscriber agrees that it will not grant Neo4j access to Subscriber Data unless specifically required and noted in an SOW, and only during the term of the applicable Professional Services project. Unless otherwise specified in a SOW, Subscriber must ensure that (a) any access to Subscriber Data it grants is limited to read-only access in Subscriber’s development environment for the Neo4j Service (and Subscriber will not grant access to any other environment) and (b) Subscriber will not grant access to any Subscriber Data that is unencrypted or contains personal data. To the extent access to Subscriber Data is granted, Subscriber will provide Neo4j with: (i) secure Subscriber workstations and/or networks for accessing Subscriber Data that are monitored, managed, configured, supported and maintained by Subscriber and (ii) unique user ID/passwords to each Neo4j resource that requires access to Subscriber Data, and these credentials will be solely managed by Subscriber.
- License to Deliverables. The Professional Services and the resulting Deliverables are generally applicable to Neo4j’s business and are part of Neo4j Technology. Subject to the terms and conditions of the Agreement (including the restriction in Section 2.5 (General Restrictions), Neo4j grants Subscriber a limited, non-exclusive, royalty-free, non-transferable worldwide license to use the Deliverables internally solely in connection with Subscriber’s use of the Neo4j Service during the period in which such Subscriber has valid access to the Neo4j Service. The parties may agree to additional terms and restrictions in an SOW related to the use of Deliverables provided as part of a project, in which case those terms and restrictions will also apply for Deliverables only.
- Change Orders; Other Terms. Subscriber may submit written requests to Neo4j to change the scope of Professional Services under an existing SOW. Neo4j will promptly notify Subscriber if it believes that the requested change requires an adjustment to the fees, schedule, assumptions or scope for the performance of the Professional Services. Neither party is bound by a change request unless agreed in writing by both parties pursuant to a mutually executed amendment or change order. For clarity, Subscriber will be responsible for any consumption and other fees for the Service that are generated as part of the Professional Services.
- Provision of Professional Services. Neo4j will perform the consulting, configuration or other professional services (the “Professional Services”) for Subscriber as set forth in each applicable SOW, subject to the terms and conditions of this Agreement.
- Indemnification.
- By Neo4j. Neo4j will defend Subscriber against any claim by a third party alleging that any Service or Deliverable, when used in accordance with this Agreement, infringes a copyright, or patent issued as of the Effective Date in a country that is a signatory to the Berne Convention of such third party and will indemnify and hold harmless Subscriber from and against any damages and costs awarded against Subscriber or agreed in settlement by Neo4j resulting from such claim. If Subscriber’s use of the Service or Deliverable results (or in Neo4j’s opinion is likely to result) in an infringement claim, Neo4j may either: (a) substitute functionally similar products or services; (b) procure for Subscriber the right to continue using the Service or Deliverable; or if (a) and (b) are not commercially reasonable, (c) terminate this Agreement, or the applicable Order Form or SOW and refund to Subscriber the unused Fees that Subscriber has pre-paid for the applicable Service or Deliverable. The foregoing indemnification obligation of Neo4j will not apply to the extent the applicable claim is attributable to: (1) the modification of the Service or Deliverable by a party other than Neo4j or based on Subscriber’s specifications or requirements; (2) the combination of the Service or Deliverable with products or processes not provided by Neo4j; (3) any use of the Service or Deliverables in non-conformity with this Agreement; or (4) any action arising as a result of Subscriber Data, or any deliverables or components not provided by Neo4j. This Section sets forth Subscriber’s sole remedy with respect to any claim of intellectual property infringement.
- By Subscriber. Subscriber will defend Neo4j against any claim by a third party arising from or relating to any Subscriber Data, Subscriber Materials or any Subscriber-offered product or service used in connection with the Service and will indemnify and hold harmless Neo4j from and against any damages and costs awarded against Neo4j or agreed in settlement by Subscriber (including reasonable attorneys’ fees) resulting from such claim.
- Procedures. For claims under this Section 12, the indemnified party will: (i) promptly notify the indemnifying party in writing of the claim, (ii) allow the indemnifying party the right to control the investigation, defense and settlement (if applicable) of such claim at indemnifying party’s sole expense, and (iii) upon request of the indemnifying party, provide all necessary cooperation at the indemnifying party’s expense. Failure by the indemnified party to notify the indemnifying party of a claim under this Section 12 shall not relieve the indemnifying party of its obligations under this Section 12, however the indemnifying party shall not be liable for any litigation expenses the indemnified party incurred prior to when notice is given or for damages and/or costs resulting from any material prejudice caused by the delay or failure to provide notice to the indemnifying party in accordance with this Section 12. The indemnifying party may not settle a claim that would bind the indemnified party to any obligation (except payment covered by the indemnifying party or ceasing to use infringing materials) or require any admission of fault by the indemnified party, without the indemnified party’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. Any indemnification obligation under this Section 12 will not apply if the indemnified party settles or makes any admission with respect to a claim without the indemnifying party’s prior written consent.
- By Neo4j. Neo4j will defend Subscriber against any claim by a third party alleging that any Service or Deliverable, when used in accordance with this Agreement, infringes a copyright, or patent issued as of the Effective Date in a country that is a signatory to the Berne Convention of such third party and will indemnify and hold harmless Subscriber from and against any damages and costs awarded against Subscriber or agreed in settlement by Neo4j resulting from such claim. If Subscriber’s use of the Service or Deliverable results (or in Neo4j’s opinion is likely to result) in an infringement claim, Neo4j may either: (a) substitute functionally similar products or services; (b) procure for Subscriber the right to continue using the Service or Deliverable; or if (a) and (b) are not commercially reasonable, (c) terminate this Agreement, or the applicable Order Form or SOW and refund to Subscriber the unused Fees that Subscriber has pre-paid for the applicable Service or Deliverable. The foregoing indemnification obligation of Neo4j will not apply to the extent the applicable claim is attributable to: (1) the modification of the Service or Deliverable by a party other than Neo4j or based on Subscriber’s specifications or requirements; (2) the combination of the Service or Deliverable with products or processes not provided by Neo4j; (3) any use of the Service or Deliverables in non-conformity with this Agreement; or (4) any action arising as a result of Subscriber Data, or any deliverables or components not provided by Neo4j. This Section sets forth Subscriber’s sole remedy with respect to any claim of intellectual property infringement.
- Limitation of Liability. EXCEPT AS TO A PARTY’S BREACH OF IT’S (i) OBLIGATIONS IN SECTION 6 (CONFIDENTIALITY) (BUT EXCLUDING OBLIGATIONS AND/OR CLAIMS RELATING TO SUBSCRIBER DATA); (ii) EXPRESS OBLIGATIONS UNDER SECTION 12 (INDEMNIFICATION); AND (iii) LIABILITY WHICH, BY LAW, CANNOT BE LIMITED, TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT:
- NEITHER PARTY NOR ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, COSTS OF DELAY, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE;
- SUBJECT TO SUBSECTION (C) BELOW, EACH PARTY’S AND ITS AFFILIATES’ TOTAL LIABILITY TO THE OTHER PARTY AND ITS AFFILIATES FOR ALL CLAIMS IN THE AGGREGATE (FOR DAMAGES OR LIABILITY OF ANY TYPE), SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE BY SUBSCRIBER TO NEO4J IN THE PRIOR 12 MONTHS UNDER THE APPLICABLE ORDER FORM(S) OR SOW TO WHICH SUCH LIABILITY RELATES (“GENERAL LIABILITY CAP”);
- IN THE CASE OF ANY CLAIMS ARISING FROM A PARTY’S BREACH OF SECTION 2.4 (DATA PRIVACY), OR SECTION 6 (CONFIDENTIALITY), WHERE SUCH BREACH RESULTS IN THE UNAUTHORIZED DISCLOSURE OF SUBSCRIBER DATA, OR BREACH OF SECTION 3.2 (USE OBLIGATIONS) (EACH A “DATA PROTECTION CLAIM”) EACH PARTY’S AND ITS AFFILIATES’ TOTAL LIABILITY TO THE OTHER PARTY AND ITS AFFILIATES FOR ALL CLAIMS IN THE AGGREGATE (FOR DAMAGES OR LIABILITY OF ANY TYPE) SHALL NOT EXCEED TWO TIMES (2X) THE GENERAL LIABILITY CAP (the “DATA PROTECTION CLAIMS CAP”);
- IN NO EVENT SHALL EITHER PARTY (OR ITS RESPECTIVE AFFILIATES) BE LIABLE FOR THE SAME EVENT UNDER BOTH THE GENERAL LIABILITY CAP AND THE DATA PROTECTION CLAIMS CAP. SIMILARLY, THOSE CAPS SHALL NOT BE CUMULATIVE; IF A PARTY (AND/OR ITS AFFILIATES) HAS ONE OR MORE CLAIMS SUBJECT TO EACH OF THOSE CAPS, THE MAXIMUM TOTAL LIABILITY FOR ALL CLAIMS IN THE AGGREGATE SHALL NOT EXCEED THE DATA PROTECTION CLAIMS CAP;
- THE PARTIES AGREE THIS SECTION 13 WILL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE AND WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE; AND
- THE APPLICABLE MONETARY CAPS SET FORTH IN THIS SECTION 13 SHALL APPLY ACROSS THIS AGREEMENT AND ANY AND ALL SEPARATE AGREEMENT(S) ON AN AGGREGATED BASIS, WITHOUT REGARD TO WHETHER ANY INDIVIDUAL SUBSCRIBER AFFILIATES HAVE EXECUTED A SEPARATE AGREEMENT IN ACCORDANCE WITH SECTION 2.3 (AFFILIATES).
- NEITHER PARTY NOR ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, COSTS OF DELAY, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE;
- Governing Law; Jurisdiction and Venue; Neo4j Affiliate. The governing law in any action related to this Agreement in which courts have jurisdiction over such action shall depend on the Subscriber’s Account Country (as described below). The parties shall adjudicate any such action in the applicable courts indicated below and each party consents to the exclusive jurisdiction and venue of the applicable courts indicated below.
Account Country | Governing Law | Jurisdiction and Venue |
U.S.A., Central America, South America, and regions not mentioned below | California | State and U.S. Federal Courts located in Santa Clara, CA |
Sweden | Sweden | Courts of Malmö, Sweden |
Canada | Ontario and federal laws of Canada applicable therein | Provincial and Federal Courts located in Toronto, Ontario |
France and Continental Europe (excluding Germany and Sweden) | France | Courts of Paris, France |
Germany | Germany | Courts of Hamburg, Germany |
UK, Ireland, Middle East, and APAC | England and Wales | Courts of London, England |
While the Neo4j entity contracting with Subscriber or the Subscriber Affiliate remains fully liable and responsible for all Neo4j obligations under this Agreement, the parties acknowledge that certain obligations under this Agreement may be fulfilled by other Neo4j’s Affiliates, including, but not limited to, Neo4j, Inc. located in the United States.
- General Terms. Subscriber may not assign or transfer this Agreement, or the licenses granted hereunder without the prior written consent of Neo4j; any attempt to do so shall be void. Notwithstanding the foregoing, either Party may assign this Agreement in its entirety to (i) any of its Affiliates; (ii) a successor in interest to such Party by way of merger or consolidation; or (iii) a purchaser of all or substantially all the assets of such Party. This Agreement shall be binding on and inure to the benefit of the successors and permitted assigns of the Parties. Any notice, report, approval or consent required or permitted hereunder shall be in writing. No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise. If any provision of this Agreement be adjudged 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. Any waivers or amendments shall be effective only if made in writing and signed by both Parties. 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. This Agreement (including any Order Forms or SOWs) is the complete and exclusive statement of the mutual understanding of the Parties and supersedes all previous written or oral agreements or communication relating to the subject matter of this Agreement.
Exhibit 1: Neo4j Acceptable Use Policy
This Neo4j acceptable use policy (“AUP”) sets forth certain restrictions on accessing and using the Service. The restrictions set forth in this AUP are not exhaustive. Subscriber may not use the Services:
- 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 Our reputation;
- 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 Services 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 Services in a way that violates the Agreement or use any Services to access or use any intellectual property in or related to the Services except as permitted under the Agreement;
- to copy the Services, or any part, feature, function or user interface thereof except as expressly allowed for Client Software under the Agreement; or
- in order to benchmark Services or to build similar or competitive products or services.
Any capitalized terms used but not defined herein shall have the meaning set forth in the Agreement or the Documentation, as applicable. Notwithstanding anything to the contrary in the Agreement, in the event of any conflict between the Agreement and this AUP, this AUP shall govern. This AUP may be updated by Neo4j from time to time upon reasonable notice (which may be provided through the Service or by posting an updated version of this AUP). Any violation of this AUP may result in the suspension or termination of your access to and use of the Services.
If Subscriber becomes aware of any use or content that is in violation of the foregoing Acceptable Use restrictions, Subscriber 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 Subscriber complies.
Neo4j Aura Terms of Service (North America/LatAm/APAC)
Effective September 26th 2024
DownloadTable of Contents
Neo4j Aura Terms of Service
BY ACCESSING OR USING ANY SERVICE, YOU ARE ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT USE ANY SERVICE. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY YOU. IF YOU ARE USING ANY SERVICE AS AN EMPLOYEE, CONTRACTOR, OR AGENT OF A CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN YOU MUST BE AUTHORIZED BY SUCH ENTITY IN ORDER TO ACCEPT THE TERMS OF THIS AGREEMENT, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO DO SO.
- This Agreement. This Neo4j Aura Terms of Service (“Agreement”) is entered into by and between the Neo4j entity listed on an applicable Order Form or SOW (“Neo4j”) and the entity or person (“Subscriber” or “you”) placing an order for or accessing the Neo4j Aura software-as-a-service offering made generally available and ordered by Subscriber or any other service as set forth in an Order Form (the “Service”). This Agreement consists of the terms, conditions, attachments, addenda and exhibits referenced herein and any Order Forms and SOWs (as defined below) that reference this Agreement. The “Effective Date” is the date which is the earlier of (a) Subscriber’s initial access to any Service through any online provisioning, registration or order process or (b) the effective date of the first Order Form referencing this Agreement. This Agreement will govern Subscriber’s initial purchase on the Effective Date and any future purchases by Subscriber referencing this Agreement. “Order Form” means the Neo4j ordering document executed by Subscriber or submitted by a Reseller which specifies the Services being provided by Neo4j, including any addenda and supplements thereto. “SOW” means each ordering document executed by the parties for Professional Services. All SOWs are incorporated by reference into this Agreement. Neo4j may modify this Agreement at any time. Unless otherwise specified by Neo4j, changes become effective for Subscriber upon renewal of the then-current Subscription Term (as defined below) or entry into a new Order Form after the updated version of this Agreement goes into effect. Neo4j will use reasonable efforts to notify Subscriber of the changes via Subscriber’s account, email or other means. Subscriber may be required to click to accept or otherwise agree to the modified Agreement before renewing a Subscription Term or entry into a new Order Form, and in any event continued use of any Service after the updated version of this Agreement goes into effect will constitute Subscriber’s acceptance of such updated version.
- Use of Service.
- Access. In accordance with the terms and conditions of this Agreement, the Documentation, and any applicable Order Form, Neo4j will make the Service available to Subscriber during the term set forth on an Order Form (the “Subscription Term”) solely for internal use by Subscriber and its Users (i) for Subscriber’s business purposes; and/or (ii) to provide Subscriber-offered product(s) or service(s) used in connection with the Service. Subscriber may permit its Contractors and Affiliates to serve as Users provided that any use of the Service is solely for the benefit of Subscriber. “Documentation” means Neo4j’s documentation and usage guides for the applicable Service made available at support.neo4j.com or through the Service, as updated from time to time. “Users” means persons granted access to the Service by or on behalf of Subscriber, including its Named Users and Affiliates’ Contractors. “Affiliate” shall mean an entity that directly or indirectly controls, is controlled by, or is under common control with such party. As used herein, “control” means the power to direct the management or affairs of an entity and “ownership” means the beneficial ownership of more than fifty percent (50%) of the voting equity securities or other equivalent voting interests of an entity. "Contractor" shall mean the independent contractors and consultants permitted by Subscriber to serve as Users of the Service. Subscriber shall be responsible for each User’s compliance with this Agreement. “Named User” means an individual User designates and grants access to certain features of the Service by or on behalf of Subscriber, including an Affiliate or Affiliate Contractor, the number of which is set forth on an Order Form. Named User seat licenses for the Service feature may only be used by a single Named User individual. Named User licenses may be transferred from one individual to another, but at any given time, no more than the specified number of Named Users shall have access to the Service feature.
- Client Software. To the extent use of a Service requires Subscriber to install any desktop client software included in the applicable Service (e.g. Neo4j Desktop) that is made available to Subscriber by Neo4j for installation on end user computers (the “Client Software”), Neo4j grants to Subscriber a limited, non-transferable, non-sublicensable, non-exclusive license during the Subscription Term to use the object code form of the Client Software internally in connection with Subscriber’s and its Affiliates use of the Service, subject to the terms and conditions of this Agreement and the Documentation.
- Affiliates. Subscriber Affiliates may purchase Services from Neo4j by executing an Order Form or SOW which is governed by the terms of this Agreement. This will establish a new and separate agreement between the Subscriber Affiliate and Neo4j. If the Subscriber Affiliate resides in a different country than Subscriber, then the Order Form may include modifications to terms applicable to the transaction(s).
- Compliance with Applicable Laws. Neo4j will provide the Services subject to its obligations under laws and government regulations applicable to Neo4j’s provision of the Services to its Subscribers generally, including, without limitation, those related to data privacy and data transfer, international communications, and the exportation of personal data, without regard to Subscriber’s particular use of the Services and subject to Subscriber’s use of the Services in accordance with this Agreement.
- General Restrictions. Except as otherwise set forth in the applicable Order Form, Subscriber will not (and will not permit any third party to): (a) sell, rent, lease, license, distribute, provide access to, sublicense, or otherwise make available any Service (or Deliverables, if applicable) to a third party or in a service bureau or outsourcing offering; (b) use any Service to provide, or incorporate any Service into, any graph database service for the benefit of a third party; (c) 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); (d) remove or obscure any proprietary or other notices contained in any Service; (e) 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 or (f) use any Service in violation of the Acceptable Use Policy, attached hereto as Exhibit 1. “Deliverables” means the guides, code (including GQL/Cypher queries) or other deliverables that Neo4j provides to Subscriber in connection with Professional 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.
- Experimental Service Terms. Note that the Services 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 Services and which are not covered by maintenance and the warranty. Such features are offered "AS IS" and may never become part of the Services. Neo4j makes no representations or certifications with respect to experimental features.
- Neo4j Copilot. Subscribers can enable Neo4j Copilot ("Copilot"), an AI feature described here: Neo4j Copilot FAQs. Copilot is disabled by default and can only be activated by Subscriber's authorized administrators via the Aura console. Subscriber acknowledges that this notice constitutes disclosure of the use of an AI feature and by using Copilot and submitting data, Subscriber consents to OpenAI's use of query data and generated outputs for training purposes, along with sharing metadata like database structure and label lists. For more details, refer to the FAQs and Neo4j’s Privacy Policy.
- Access. In accordance with the terms and conditions of this Agreement, the Documentation, and any applicable Order Form, Neo4j will make the Service available to Subscriber during the term set forth on an Order Form (the “Subscription Term”) solely for internal use by Subscriber and its Users (i) for Subscriber’s business purposes; and/or (ii) to provide Subscriber-offered product(s) or service(s) used in connection with the Service. Subscriber may permit its Contractors and Affiliates to serve as Users provided that any use of the Service is solely for the benefit of Subscriber. “Documentation” means Neo4j’s documentation and usage guides for the applicable Service made available at support.neo4j.com or through the Service, as updated from time to time. “Users” means persons granted access to the Service by or on behalf of Subscriber, including its Named Users and Affiliates’ Contractors. “Affiliate” shall mean an entity that directly or indirectly controls, is controlled by, or is under common control with such party. As used herein, “control” means the power to direct the management or affairs of an entity and “ownership” means the beneficial ownership of more than fifty percent (50%) of the voting equity securities or other equivalent voting interests of an entity. "Contractor" shall mean the independent contractors and consultants permitted by Subscriber to serve as Users of the Service. Subscriber shall be responsible for each User’s compliance with this Agreement. “Named User” means an individual User designates and grants access to certain features of the Service by or on behalf of Subscriber, including an Affiliate or Affiliate Contractor, the number of which is set forth on an Order Form. Named User seat licenses for the Service feature may only be used by a single Named User individual. Named User licenses may be transferred from one individual to another, but at any given time, no more than the specified number of Named Users shall have access to the Service feature.
- Subscriber Data.
- Rights in Subscriber Data. Subscriber or its licensors retain all right, title and interest (including intellectual property rights) in and to any data or data files that are uploaded by or on behalf of Subscriber to the Service for storage in a data repository (the “Subscriber Data”) and any modifications made thereto in the course of the operation of the Service as provided to Neo4j. Subject to the terms of this Agreement, Subscriber grants to Neo4j and its Affiliates a non-exclusive, worldwide, royalty-free right to process the Subscriber Data solely to the extent necessary to provide the Services to Subscriber or as may be required by law. If Subscriber includes any data about any individual through its use of the Services, Neo4j will hold and store such data on Supplier’s behalf, and Subscriber is the data controller of such data. Services may include functionality provided by third-party sub-processors and Subscriber consents to Neo4j’s use of these sub-processors and to their processing of the Subscriber Data. The list of sub-processors is available at https://console.neo4j.io/#gdpr and may be updated by Neo4j from time to time. If Subscriber is including any personally identifiable information in its queries, Subscriber agrees to follow all applicable instructions to parameterize Subscriber Data as set forth at https://neo4j.com/docs/cypher-manual/current/syntax/parameters/. If Neo4j receives any Subscriber Data regarding Subscriber’s employee names and work email addresses for purposes of registering for or using the Services, Neo4j will process personal data in compliance with this Section, Subscriber instructions and in accordance with Neo4j's privacy policy located at https://neo4j.com/privacy-policy/.
- Use Obligations. Subscriber’s use of the Services and all Subscriber Data will comply with applicable laws and government regulations. Subscriber is solely responsible for the accuracy, content and legality of all Subscriber Data. Subscriber warrants that Subscriber has and will have sufficient rights in the Subscriber Data to grant the rights to Neo4j under this Agreement and that the Subscriber Data will not violate the rights of any third party. Subscriber agrees not to upload any sensitive personal data, consumer financial data, or its equivalent to any Service. If Subscriber is located in the European Union or will transmit any of Subscriber Data that includes personally identifiable data regarding a resident of the European Union, Subscriber may contact dpa@neo4j.com to request a Data Processing Addendum that is pre-signed by Neo4j and Subscriber agrees Neo4j is merely a data processor under this Agreement. Each party will use diligence in the protection of Subscriber Data and in preventing any unauthorized person or entity from gaining access thereto.
- Rights in Subscriber Data. Subscriber or its licensors retain all right, title and interest (including intellectual property rights) in and to any data or data files that are uploaded by or on behalf of Subscriber to the Service for storage in a data repository (the “Subscriber Data”) and any modifications made thereto in the course of the operation of the Service as provided to Neo4j. Subject to the terms of this Agreement, Subscriber grants to Neo4j and its Affiliates a non-exclusive, worldwide, royalty-free right to process the Subscriber Data solely to the extent necessary to provide the Services to Subscriber or as may be required by law. If Subscriber includes any data about any individual through its use of the Services, Neo4j will hold and store such data on Supplier’s behalf, and Subscriber is the data controller of such data. Services may include functionality provided by third-party sub-processors and Subscriber consents to Neo4j’s use of these sub-processors and to their processing of the Subscriber Data. The list of sub-processors is available at https://console.neo4j.io/#gdpr and may be updated by Neo4j from time to time. If Subscriber is including any personally identifiable information in its queries, Subscriber agrees to follow all applicable instructions to parameterize Subscriber Data as set forth at https://neo4j.com/docs/cypher-manual/current/syntax/parameters/. If Neo4j receives any Subscriber Data regarding Subscriber’s employee names and work email addresses for purposes of registering for or using the Services, Neo4j will process personal data in compliance with this Section, Subscriber instructions and in accordance with Neo4j's privacy policy located at https://neo4j.com/privacy-policy/.
- Reseller Orders. Subscriber may procure use of any Service from an authorized reseller of Neo4j (“Reseller”) pursuant to an Order Form that references this Agreement and any other commercial terms (a “Reseller Arrangement”). Subscriber’s use of any Service procured through a Reseller will be subject to the terms of this Agreement and all fees payable for such use shall be payable pursuant to the terms set forth in the Order Form. Neo4j will be under no obligation to provide the Service to Subscriber under a Reseller Arrangement if it has not received an Order Form for Subscriber. 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 in any way concerning the Service or Professional Services. If Subscriber procured the Service through a Reseller Arrangement, then Subscriber agrees that Neo4j may share certain Service Data with Reseller related to Subscriber consumption of the Service.
- Intellectual Property.
- Neo4j Technology. Subscriber agrees that Neo4j or its suppliers retain all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Service, all Documentation and Client Software, any Deliverables, and any and all related and underlying technology and documentation; and any derivative works, modifications, or improvements of any of the foregoing, including any Feedback that may be incorporated (collectively, “Neo4j Technology”). Except for the express limited rights set forth in this Agreement, no right, title or interest in any Neo4j Technology is granted to Subscriber. Further, Subscriber acknowledges that the Service is offered as an online, hosted solution, and that Subscriber 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. 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 Subscriber or by any users of the Services relating to Neo4j’s products or services (“Feedback”).
- Usage Data. Notwithstanding anything to the contrary in this Agreement, Neo4j may collect and use query logs, and any data (other than Subscriber Data) relating to the operation, support and/or about Subscriber’s use of the Service (the “Usage Data”) to develop, improve, support, and operate its products and services. Neo4j may not share any Usage Data that includes Subscriber’s Confidential Information with a third party except (i) in accordance with Section 6 (Confidentiality) or (ii) to the extent the Usage Data is aggregated and anonymized such that Subscriber and Users cannot be identified.
- Neo4j Technology. Subscriber agrees that Neo4j or its suppliers retain all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Service, all Documentation and Client Software, any Deliverables, and any and all related and underlying technology and documentation; and any derivative works, modifications, or improvements of any of the foregoing, including any Feedback that may be incorporated (collectively, “Neo4j Technology”). Except for the express limited rights set forth in this Agreement, no right, title or interest in any Neo4j Technology is granted to Subscriber. Further, Subscriber acknowledges that the Service is offered as an online, hosted solution, and that Subscriber 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. 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 Subscriber or by any users of the Services relating to Neo4j’s products or services (“Feedback”).
- Confidentiality. Each party (as “Receiving Party”) will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the other party (the “Disclosing Party”) for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. If Receiving Party is required by law or court order to disclose Confidential Information, then Receiving Party shall, to the extent legally permitted, provide Disclosing Party with advance written notification and cooperate in any effort to obtain confidential treatment of the Confidential Information. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party, the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. “Confidential Information” shall mean all information that is identified as confidential at the time of disclosure by the Disclosing Party or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. All Subscriber Data will be deemed Confidential Information of Subscriber without any marking or further designation. All Neo4j Technology and the terms and conditions of this Agreement will be deemed Confidential Information of Neo4j without any marking or further designation. Confidential Information shall not include information that 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 the Receiving Party who had no access to such information.
- Fees and Payment; Taxes; Payment Disputes.
- Fees and Payment. Except as expressly set forth in this Agreement, all payment obligations are non-cancelable and Fees are non-refundable. If Subscriber issues a purchase order upon entering into an Order Form, then (i) any such purchase order submitted by Subscriber is for its internal purposes only, and Neo4j rejects, and in the future is deemed to have rejected, any purchase order terms to the extent they add to or conflict in any way with this Agreement or the applicable Order Form and such additional or conflicting terms will have no effect, (ii) it shall be without limitation to Neo4j’s right to collect Fees owing hereunder, (iii) it shall be for the total Fees owing under the applicable Order Form, and (iv) on request, Neo4j will reference the purchase order number on its invoices, so long as Subscriber provides the purchase order at least ten (10) business days prior to the invoice date.
- Taxes. Fees do not include taxes, levies, duties or similar governmental assessments of any nature, including, for example, any sales, use, GST, value-added, withholding, or similar taxes, whether domestic or foreign, or assessed by any jurisdiction, but excluding any taxes based on net income, property, or employees of Neo4j (“Taxes”). Subscriber is responsible for paying all Taxes associated with its purchases hereunder including without limitation all use or access of the Service by its Users. If Neo4j has the legal obligation to pay or collect Taxes for which Subscriber is responsible under this Section, Neo4j will invoice Subscriber and Subscriber will pay that amount unless Subscriber provides Neo4j with a valid tax exemption certificate authorized by the appropriate taxing authority. Taxes will not be deducted from payments to Neo4j, except as required by applicable law, in which case Subscriber will increase the amount payable as necessary so that, after making all required deductions and withholdings, Neo4j receives and retains (free from any liability for Taxes) an amount equal to the amount it would have received had no such deductions or withholdings been made. Upon Neo4j’s request, Subscriber will provide to Neo4j its proof of withholding tax remittance to the respective tax authority. Where applicable, Subscriber will provide its VAT/GST Registration Number(s) (for location(s) Subscriber is legally registered) on the Order Form to confirm the business use of the ordered services. “Fees” shall mean the fees payable by Subscriber for the applicable Service or Professional Services, as set forth in an Order Form or SOW. For Professional Services, the term Fees also includes travel, lodging, meal and other expenses incurred while providing Professional Services, but only if the applicable SOW specifies that expenses are reimbursable.
- Payment Disputes. Neo4j will not exercise its rights under Section 8.2 (Termination for Cause) or Section 8.5(a) (Suspension of Service) with respect to non-payment by Subscriber if Subscriber is disputing the applicable charges in good faith and is cooperating diligently to resolve the dispute; provided, that Subscriber continues to pay any undisputed portion of the charges. If the parties are unable to resolve such a dispute within thirty (30) days, each party shall have the right to seek any remedies it may have under this Agreement, at law or in equity, irrespective of any terms that would limit remedies on account of a dispute. For clarity, any undisputed amounts must be paid in full.
- Reseller Orders. If Subscriber has procured the Service or Professional Services through a Reseller, then different terms regarding invoicing, payment and taxes may apply as specified between Subscriber and its Reseller. Subscriber acknowledges that: (a) Neo4j may share information with the Reseller related to Subscriber’s use and consumption of the Service or Professional Services for account management and billing purposes and (b) the termination provisions below will also apply if Subscriber’s Reseller fails to pay applicable fees.
- Fees and Payment. Except as expressly set forth in this Agreement, all payment obligations are non-cancelable and Fees are non-refundable. If Subscriber issues a purchase order upon entering into an Order Form, then (i) any such purchase order submitted by Subscriber is for its internal purposes only, and Neo4j rejects, and in the future is deemed to have rejected, any purchase order terms to the extent they add to or conflict in any way with this Agreement or the applicable Order Form and such additional or conflicting terms will have no effect, (ii) it shall be without limitation to Neo4j’s right to collect Fees owing hereunder, (iii) it shall be for the total Fees owing under the applicable Order Form, and (iv) on request, Neo4j will reference the purchase order number on its invoices, so long as Subscriber provides the purchase order at least ten (10) business days prior to the invoice date.
- Term and Termination.
- Term. This Agreement is effective as of the Effective Date and will remain in effect until terminated in accordance with its terms. If there is no SOW, Order Form or Retrieval Right currently in effect, either party may terminate this Agreement upon written notice to the other party. Each Order Form will terminate upon expiration of the applicable Subscription Term, unless expressly stated otherwise therein or in this Agreement.
- Termination for Cause. Either party may terminate this Agreement (including all related Order Forms) if the other party (a) fails to cure any material breach of this Agreement (including a failure to pay Fees) within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party and is not dismissed within 60 days. Except where an exclusive remedy is specified, the exercise of either party of any remedy under this Agreement, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law or otherwise. For any termination of this Agreement by Subscriber for cause in accordance with Section 8.2(a), Subscriber shall be entitled to a refund of any unused Fees Subscriber has pre-paid for the Service purchased hereunder.
- Effect of Termination; Subscriber Data Retrieval. Upon written notice to Neo4j or Reseller (if applicable), Subscriber will have up to thirty (30) calendar days from termination or expiration of this Agreement to access the Service solely to the extent necessary to retrieve Subscriber Data (“Retrieval Right”). If Subscriber exercises its Retrieval Right, this Agreement 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 Subscriber Data available after termination of this Agreement and shall thereafter promptly delete Subscriber Data. After the Retrieval Right period, Subscriber 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.
- Survival. The following Sections will survive any expiration or termination of this Agreement: 2.5 (General Restrictions), 5 (Intellectual Property), 6 (Confidentiality), 7.1 (Fees and Payment), 7.2 (Taxes), 8 (Term and Termination), 9.3 (Warranty Disclaimer), 12 (Indemnification), 13 (Limitation of Liability), and 15 (General Terms).
- Suspension of Service. In addition to the other rights or remedies set forth in this Agreement, Neo4j reserves the right to suspend provision of services; (a) if Subscriber (or Subscriber’s Reseller, if applicable) is thirty (30) days or more overdue on a payment, (b) if Neo4j deems such suspension necessary as a result of Subscriber’s breach of Sections 2.5 (General Restrictions) or 3.2 (Use Obligations), (c) 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.
- Term. This Agreement is effective as of the Effective Date and will remain in effect until terminated in accordance with its terms. If there is no SOW, Order Form or Retrieval Right currently in effect, either party may terminate this Agreement upon written notice to the other party. Each Order Form will terminate upon expiration of the applicable Subscription Term, unless expressly stated otherwise therein or in this Agreement.
- Warranty.
- Service Warranty. Neo4j warrants that: (a) each Service will materially conform to the specifications set forth in the applicable Documentation and (b) Professional Services and Deliverables will be provided in a professional and workmanlike manner and substantially in accordance with the specifications in the applicable SOW. If Neo4j is unable to correct a reported non-conformity with this warranty, either party may terminate the applicable Order Form or SOW, as applicable, and Subscriber, as its sole remedy, will be entitled to receive a refund of any unused Fees that Subscriber has pre-paid for the applicable Service or Professional Services purchased thereunder. This warranty will not apply if the error or non-conformance was caused by misuse of the Service or Deliverables, modifications to the Service or Deliverables by Subscriber or any third-party, or third-party hardware, software, or services used in connection with the Service. For Professional Services and Deliverables, this warranty will not apply unless Subscriber provides written notice of a claim within thirty (30) days after expiration of the applicable SOW.
- Mutual Warranty. Each party warrants that it has validly entered into this Agreement and has the legal power to do so.
- Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL SERVICES, SOFTWARE, PROFESSIONAL SERVICES AND SUPPORT ARE PROVIDED “AS IS” AND NEO4J MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NEO4J DOES NOT WARRANT THAT THE USE OF ANY SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES NEO4J WARRANT THAT IT WILL REVIEW THE SUBSCRIBER DATA FOR ACCURACY.
- Service Warranty. Neo4j warrants that: (a) each Service will materially conform to the specifications set forth in the applicable Documentation and (b) Professional Services and Deliverables will be provided in a professional and workmanlike manner and substantially in accordance with the specifications in the applicable SOW. If Neo4j is unable to correct a reported non-conformity with this warranty, either party may terminate the applicable Order Form or SOW, as applicable, and Subscriber, as its sole remedy, will be entitled to receive a refund of any unused Fees that Subscriber has pre-paid for the applicable Service or Professional Services purchased thereunder. This warranty will not apply if the error or non-conformance was caused by misuse of the Service or Deliverables, modifications to the Service or Deliverables by Subscriber or any third-party, or third-party hardware, software, or services used in connection with the Service. For Professional Services and Deliverables, this warranty will not apply unless Subscriber provides written notice of a claim within thirty (30) days after expiration of the applicable SOW.
- Support and Availability. During a Subscription Term, Neo4j will provide Subscriber the level of support and availability for the Service specified in the applicable Order Form, in accordance with the Neo4j Aura Support Terms (available at https://neo4j.com/terms/support-terms
- Professional Services.
- Provision of Professional Services. Neo4j will perform the consulting, configuration or other professional services (the “Professional Services”) for Subscriber as set forth in each applicable SOW, subject to the terms and conditions of this Agreement.
- Assistance. Subscriber acknowledges that timely access to applicable Subscriber Materials (defined below), resources, personnel, equipment or facilities is necessary for the provision of Professional Services. Subscriber agrees to provide such access and to cooperate with Neo4j during a Professional Services project. Neo4j will have no liability for any delay or deficiency to the extent resulting from Subscriber’s breach of its obligations under this Section 11.
- Subscriber Materials. Subscriber grants Neo4j a limited right to use any materials provided to Neo4j in connection with Professional Services (the “Subscriber Materials”) solely for the purpose of providing Professional Services to Subscriber. Subscriber will retain its rights (including intellectual property rights) in and to the Subscriber Materials. Neo4j will treat Subscriber Materials subject to the confidentiality obligations under Section 6 (Confidentiality). Subscriber warrants that Subscriber has and will have sufficient rights in the Subscriber Materials to grant the rights to Neo4j under this Agreement and that the Subscriber Materials will not violate the rights of any third-party rights.
- Subscriber Data. With respect to access to any Subscriber Data, Subscriber is solely responsible for ensuring the duration and scope of access is strictly limited to the access required under a specific SOW. Subscriber agrees that it will not grant Neo4j access to Subscriber Data unless specifically required and noted in an SOW, and only during the term of the applicable Professional Services project. Unless otherwise specified in a SOW, Subscriber must ensure that (a) any access to Subscriber Data it grants is limited to read-only access in Subscriber’s development environment for the Neo4j Service (and Subscriber will not grant access to any other environment) and (b) Subscriber will not grant access to any Subscriber Data that is unencrypted or contains personal data. To the extent access to Subscriber Data is granted, Subscriber will provide Neo4j with: (i) secure Subscriber workstations and/or networks for accessing Subscriber Data that are monitored, managed, configured, supported and maintained by Subscriber and (ii) unique user ID/passwords to each Neo4j resource that requires access to Subscriber Data, and these credentials will be solely managed by Subscriber.
- License to Deliverables. The Professional Services and the resulting Deliverables are generally applicable to Neo4j’s business and are part of Neo4j Technology. Subject to the terms and conditions of the Agreement (including the restriction in Section 2.5 (General Restrictions), Neo4j grants Subscriber a limited, non-exclusive, royalty-free, non-transferable worldwide license to use the Deliverables internally solely in connection with Subscriber’s use of the Neo4j Service during the period in which such Subscriber has valid access to the Neo4j Service. The parties may agree to additional terms and restrictions in an SOW related to the use of Deliverables provided as part of a project, in which case those terms and restrictions will also apply for Deliverables only.
- Change Orders; Other Terms. Subscriber may submit written requests to Neo4j to change the scope of Professional Services under an existing SOW. Neo4j will promptly notify Subscriber if it believes that the requested change requires an adjustment to the fees, schedule, assumptions or scope for the performance of the Professional Services. Neither party is bound by a change request unless agreed in writing by both parties pursuant to a mutually executed amendment or change order. For clarity, Subscriber will be responsible for any consumption and other fees for the Service that are generated as part of the Professional Services.
- Provision of Professional Services. Neo4j will perform the consulting, configuration or other professional services (the “Professional Services”) for Subscriber as set forth in each applicable SOW, subject to the terms and conditions of this Agreement.
- Indemnification.
- By Neo4j. Neo4j will defend Subscriber against any claim by a third party alleging that any Service or Deliverable, when used in accordance with this Agreement, infringes a copyright, or patent issued as of the Effective Date in a country that is a signatory to the Berne Convention of such third party and will indemnify and hold harmless Subscriber from and against any damages and costs awarded against Subscriber or agreed in settlement by Neo4j resulting from such claim. If Subscriber’s use of the Service or Deliverable results (or in Neo4j’s opinion is likely to result) in an infringement claim, Neo4j may either: (a) substitute functionally similar products or services; (b) procure for Subscriber the right to continue using the Service or Deliverable; or if (a) and (b) are not commercially reasonable, (c) terminate this Agreement, or the applicable Order Form or SOW and refund to Subscriber the unused Fees that Subscriber has pre-paid for the applicable Service or Deliverable. The foregoing indemnification obligation of Neo4j will not apply to the extent the applicable claim is attributable to: (1) the modification of the Service or Deliverable by a party other than Neo4j or based on Subscriber’s specifications or requirements; (2) the combination of the Service or Deliverable with products or processes not provided by Neo4j; (3) any use of the Service or Deliverables in non-conformity with this Agreement; or (4) any action arising as a result of Subscriber Data, or any deliverables or components not provided by Neo4j. This Section sets forth Subscriber’s sole remedy with respect to any claim of intellectual property infringement.
- By Subscriber. Subscriber will defend Neo4j against any claim by a third party arising from or relating to any Subscriber Data, Subscriber Materials or any Subscriber-offered product or service used in connection with the Service and will indemnify and hold harmless Neo4j from and against any damages and costs awarded against Neo4j or agreed in settlement by Subscriber (including reasonable attorneys’ fees) resulting from such claim.
- Procedures. For claims under this Section 12, the indemnified party will: (i) promptly notify the indemnifying party in writing of the claim, (ii) allow the indemnifying party the right to control the investigation, defense and settlement (if applicable) of such claim at indemnifying party’s sole expense, and (iii) upon request of the indemnifying party, provide all necessary cooperation at the indemnifying party’s expense. Failure by the indemnified party to notify the indemnifying party of a claim under this Section 12 shall not relieve the indemnifying party of its obligations under this Section 12, however the indemnifying party shall not be liable for any litigation expenses the indemnified party incurred prior to when notice is given or for damages and/or costs resulting from any material prejudice caused by the delay or failure to provide notice to the indemnifying party in accordance with this Section 12. The indemnifying party may not settle a claim that would bind the indemnified party to any obligation (except payment covered by the indemnifying party or ceasing to use infringing materials) or require any admission of fault by the indemnified party, without the indemnified party’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. Any indemnification obligation under this Section 12 will not apply if the indemnified party settles or makes any admission with respect to a claim without the indemnifying party’s prior written consent.
- By Neo4j. Neo4j will defend Subscriber against any claim by a third party alleging that any Service or Deliverable, when used in accordance with this Agreement, infringes a copyright, or patent issued as of the Effective Date in a country that is a signatory to the Berne Convention of such third party and will indemnify and hold harmless Subscriber from and against any damages and costs awarded against Subscriber or agreed in settlement by Neo4j resulting from such claim. If Subscriber’s use of the Service or Deliverable results (or in Neo4j’s opinion is likely to result) in an infringement claim, Neo4j may either: (a) substitute functionally similar products or services; (b) procure for Subscriber the right to continue using the Service or Deliverable; or if (a) and (b) are not commercially reasonable, (c) terminate this Agreement, or the applicable Order Form or SOW and refund to Subscriber the unused Fees that Subscriber has pre-paid for the applicable Service or Deliverable. The foregoing indemnification obligation of Neo4j will not apply to the extent the applicable claim is attributable to: (1) the modification of the Service or Deliverable by a party other than Neo4j or based on Subscriber’s specifications or requirements; (2) the combination of the Service or Deliverable with products or processes not provided by Neo4j; (3) any use of the Service or Deliverables in non-conformity with this Agreement; or (4) any action arising as a result of Subscriber Data, or any deliverables or components not provided by Neo4j. This Section sets forth Subscriber’s sole remedy with respect to any claim of intellectual property infringement.
- Limitation of Liability. EXCEPT AS TO A PARTY’S BREACH OF IT’S (i) OBLIGATIONS IN SECTION 6 (CONFIDENTIALITY) (BUT EXCLUDING OBLIGATIONS AND/OR CLAIMS RELATING TO SUBSCRIBER DATA); (ii) EXPRESS OBLIGATIONS UNDER SECTION 12 (INDEMNIFICATION); AND (iii) LIABILITY WHICH, BY LAW, CANNOT BE LIMITED, TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT:
- NEITHER PARTY NOR ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, COSTS OF DELAY, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE;
- SUBJECT TO SUBSECTION (C) BELOW, EACH PARTY’S AND ITS AFFILIATES’ TOTAL LIABILITY TO THE OTHER PARTY AND ITS AFFILIATES FOR ALL CLAIMS IN THE AGGREGATE (FOR DAMAGES OR LIABILITY OF ANY TYPE), SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE BY SUBSCRIBER TO NEO4J IN THE PRIOR 12 MONTHS UNDER THE APPLICABLE ORDER FORM(S) OR SOW TO WHICH SUCH LIABILITY RELATES (“GENERAL LIABILITY CAP”);
- IN THE CASE OF ANY CLAIMS ARISING FROM A PARTY’S BREACH OF SECTION 2.4 (DATA PRIVACY), OR SECTION 6 (CONFIDENTIALITY), WHERE SUCH BREACH RESULTS IN THE UNAUTHORIZED DISCLOSURE OF SUBSCRIBER DATA, OR BREACH OF SECTION 3.2 (USE OBLIGATIONS) (EACH A “DATA PROTECTION CLAIM”) EACH PARTY’S AND ITS AFFILIATES’ TOTAL LIABILITY TO THE OTHER PARTY AND ITS AFFILIATES FOR ALL CLAIMS IN THE AGGREGATE (FOR DAMAGES OR LIABILITY OF ANY TYPE) SHALL NOT EXCEED TWO TIMES (2X) THE GENERAL LIABILITY CAP (the “DATA PROTECTION CLAIMS CAP”);
- IN NO EVENT SHALL EITHER PARTY (OR ITS RESPECTIVE AFFILIATES) BE LIABLE FOR THE SAME EVENT UNDER BOTH THE GENERAL LIABILITY CAP AND THE DATA PROTECTION CLAIMS CAP. SIMILARLY, THOSE CAPS SHALL NOT BE CUMULATIVE; IF A PARTY (AND/OR ITS AFFILIATES) HAS ONE OR MORE CLAIMS SUBJECT TO EACH OF THOSE CAPS, THE MAXIMUM TOTAL LIABILITY FOR ALL CLAIMS IN THE AGGREGATE SHALL NOT EXCEED THE DATA PROTECTION CLAIMS CAP;
- THE PARTIES AGREE THIS SECTION 13 WILL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE AND WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE; AND
- THE APPLICABLE MONETARY CAPS SET FORTH IN THIS SECTION 13 SHALL APPLY ACROSS THIS AGREEMENT AND ANY AND ALL SEPARATE AGREEMENT(S) ON AN AGGREGATED BASIS, WITHOUT REGARD TO WHETHER ANY INDIVIDUAL SUBSCRIBER AFFILIATES HAVE EXECUTED A SEPARATE AGREEMENT IN ACCORDANCE WITH SECTION 2.3 (AFFILIATES).
- NEITHER PARTY NOR ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, COSTS OF DELAY, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE;
- Governing Law; Jurisdiction and Venue; Neo4j Affiliate. The governing law in any acton related to this Agreement in which courts have jurisdiction over such action shall depend on the Subscriber's Account Country (as described below). The parties shall adjudicate any such action in the applicable courts indicated below and each part consents to the exclusive jurisdiction and venue of the applicable courts indicated below.
- General Terms. Subscriber may not assign or transfer this Agreement, or the licenses granted hereunder without the prior written consent of Neo4j; any attempt to do so shall be void. Notwithstanding the foregoing, either Party may assign this Agreement in its entirety to (i) any of its Affiliates; (ii) a successor in interest to such Party by way of merger or consolidation; or (iii) a purchaser of all or substantially all the assets of such Party. This Agreement shall be binding on and inure to the benefit of the successors and permitted assigns of the Parties. Any notice, report, approval or consent required or permitted hereunder shall be in writing. No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise. If any provision of this Agreement be adjudged 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. Any waivers or amendments shall be effective only if made in writing and signed by both Parties. 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. This Agreement (including any Order Forms or SOWs) is the complete and exclusive statement of the mutual understanding of the Parties and supersedes all previous written or oral agreements or communication relating to the subject matter of this Agreement.
- Federal Government End Use. Neo4j provides the Service, including all related software, 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). If a government agency has a need for rights not granted under these terms, it must negotiate with Neo4j to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement.
| Account Country | Governing Law | Jurisdiction and Venue |
| U.S.A., Central America, South America, and regions not mentioned below. | California | State and US Federal Courts located in Santa Clara, CA |
| Sweden | Sweden | Courts of Malmo, Sweden |
| Canada | Ontario and federal laws of Canada applicable therein | Provincial and Federal courts in Toronto, Ontario |
| France and continental Europe (excluding Germany and Sweden) | France | Courts of Paris |
| Germany | Germany | Courts of Hamburg |
| UK, Ireland, Middle East and APAC | England and Wales | Courts of England and Wales |
While the Neo4j entity contracting with Subscriber of the Subscriber Affiliate remains fully liable and responsible for all Neo4j obligations under this Agreement, the parties acknowledge that certain obligations under this Agreement may be fulfilled by other Neo4j Affiliates, include, but not limited to Neo4j, Inc. located in the United States.
Exhibit 1: Neo4j Acceptable Use Policy
This Neo4j acceptable use policy (“AUP”) sets forth certain restrictions on accessing and using the Service. The restrictions set forth in this AUP are not exhaustive. Subscriber may not use the Services:
- 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 Our reputation;
- 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 Services 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 Services in a way that violates the Agreement or use any Services to access or use any intellectual property in or related to the Services except as permitted under the Agreement;
- to copy the Services, or any part, feature, function or user interface thereof except as expressly allowed for Client Software under the Agreement; or
- in order to benchmark Services or to build similar or competitive products or services.
Any capitalized terms used but not defined herein shall have the meaning set forth in the Agreement or the Documentation, as applicable. Notwithstanding anything to the contrary in the Agreement, in the event of any conflict between the Agreement and this AUP, this AUP shall govern. This AUP may be updated by Neo4j from time to time upon reasonable notice (which may be provided through the Service or by posting an updated version of this AUP). Any violation of this AUP may result in the suspension or termination of your access to and use of the Services.
If Subscriber becomes aware of any use or content that is in violation of the foregoing Acceptable Use restrictions, Subscriber 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 Subscriber complies.
Neo4j Subscription Agreement (UK)
Effective September 23rd 2024
DownloadTable of Contents
Neo4j Subscription Agreement
CAREFULLY READ ALL THE TERMS AND CONDITIONS OF THIS NEO4J SUBSCRIPTION AGREEMENT (THIS “AGREEMENT”). BY AGREEING TO AN ORDER FORM INCORPORATING THIS AGREEMENT, CLICKING “I ACCEPT”, “CREATE”; PROCEEDING WITH THE INSTALLATION OF THE NEO4J ENTERPRISE SOFTWARE; OR USING THE SOFTWARE, YOU, AS AN AUTHORIZED REPRESENTATIVE OF YOUR COMPANY ON WHOSE BEHALF YOU INSTALL AND/OR USE THE SOFTWARE (“SUBSCRIBER”), ARE ACKNOWLEDGING YOU HAVE READ, UNDERSTAND AND ACCEPT THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS. IN THE EVENT OF A CONFLICT BETWEEN THIS AGREEMENT, A NEO4J ORDER FORM OR SOW, AND A SUBSCRIBER PURCHASE ORDER, THIS AGREEMENT, THE NEO4J ORDER FORM OR SOW SHALL GOVERN. IN THE EVENT OF ANY CONFLICT BETWEEN THIS AGREEMENT AND A NEO4J ORDER FORM OR SOW, THE ORDER FORM OR SOW SHALL GOVERN. THE EFFECTIVE DATE OF THIS AGREEMENT SHALL BE THE SUBSCRIPTION START DATE SET ON THE ORDER FORM (“EFFECTIVE DATE”).
- Scope of Agreement.
- This Agreement sets forth the terms and conditions under which Subscriber or its Affiliates may purchase from the Neo4j entity listed on an applicable Order Form (“Neo4j”) or its Affiliates: (i) subscription licenses to use proprietary commercial graph database products developed by Neo4j and made available to its subscribers for download through the Neo4j web site (the “Site”), and any future Software updates or upgrades thereto made available by Neo4j to Subscriber (all together the “Software”); (ii) support and maintenance services (“Support Services”); and (iii) implementation services, training or consulting services performed by Neo4j or its authorized representatives ("Consulting Services"). Support Services and Consulting Services are referred to herein collectively as “Services.” “Affiliate” shall mean an entity that directly or indirectly controls, is controlled by, or is under common control with such party. For purposes of this definition, “Control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. Subscriber is liable for its Affiliates’ compliance with this Agreement.
- Software and Services ordered by Subscriber for a particular use case (the “Project”) will be specified in one or more Order Form(s) and/or statement(s) of work (“SOW”). “Order Form” shall mean the ordering document specifying the Software and or Services to be provided entered between Neo4j and Subscriber or an Affiliate, including any addenda and supplements thereto. Each Order Form or SOW, when executed by an authorized representative of the parties or the appropriate Affiliate, shall constitute a separate agreement between the parties and each such Order Form or SOW shall be subject to all of the terms and conditions of this Agreement, except for any provisions herein which are modified in the Order Form or SOW.
- Grant of Limited License.
- Subject to Subscriber’s compliance with the terms and conditions of this Agreement and the applicable Order Form, Neo4j hereby grants Subscriber a nonexclusive revocable, non-transferable, non-sublicensable, internal license either on Subscriber’s premises or as hosted in Subscriber’s cloud environment, to use the Software solely for Subscriber’s business purposes in accordance with the Documentation. “Documentation” means Neo4j’s documentation and usage guides including standard installation materials, training materials, specifications and online help documents for the applicable Software and Service made generally available by Neo4j, as updated from time to time.
- Neo4j shall enable Subscriber to download the Software from the Site or shall otherwise make the Software electronically available to Subscriber. The Software is deemed accepted by Subscriber upon Neo4j making the Software (or the relevant update or upgrade) available to Subscriber, which will be made available to Subscriber in object code only.
- Neo4j or its licensors retain all right, title and interest in and to the Software and related Documentation and materials, including, without limitation, all patent, copyright, trademark, and trade secret rights embodied in, or otherwise applicable to the Software, whether such rights are registered or unregistered, and wherever in the world those rights may exist. Subscriber shall not commit any act or omission or permit or induce any third party to commit any act or omission inconsistent with Neo4j’s or its licensors’ rights, title and interest in and to the Software and the intellectual property rights embodied therein or applicable thereto. All materials embodied in, or comprising the Software, including, but not limited to, graphics, user and visual interfaces, images, code, applications, and text, as well as the design, structure, selection, coordination, expression, "look and feel", and arrangement of the Software and its content, and the trademarks, service marks, proprietary logos and other distinctive brand features found in the Software (“Neo4j Marks”), are all owned by Neo4j or its licensors; Subscriber is expressly prohibited from using or registering the Neo4j Marks. Title to the Software shall not pass from Neo4j to Subscriber, and the Software and all copies thereof shall at all times remain the sole and exclusive property of Neo4j. Subscriber shall reproduce all copyright and other proprietary notices in all copies of the Software. If Subscriber is permitted use of the Neo4j Marks, such use shall comply with the Neo4j Trademark Guidelines then in effect.
- All rights not expressly granted to Subscriber are reserved.
- Third party open-source software (“Open-Source Software”) that is utilized with or otherwise provided with the Software is subject to and licensed under the applicable third-party license terms which can be viewed at www.neo4j.com/thirdpartylicenses. These third-party license terms may contain additional rights benefiting you. Neo4j represents and warrants that the Open-Source Software, when used as delivered by Neo4j and unmodified by Subscriber in accordance with the license rights granted hereunder, does not require Subscriber to disclose, license, or make available at no charge Subscriber’s own proprietary source code.
- Subject to Subscriber’s compliance with the terms and conditions of this Agreement and the applicable Order Form, Neo4j hereby grants Subscriber a nonexclusive revocable, non-transferable, non-sublicensable, internal license either on Subscriber’s premises or as hosted in Subscriber’s cloud environment, to use the Software solely for Subscriber’s business purposes in accordance with the Documentation. “Documentation” means Neo4j’s documentation and usage guides including standard installation materials, training materials, specifications and online help documents for the applicable Software and Service made generally available by Neo4j, as updated from time to time.
- License Restrictions and Usage Limit Compliance.
- Subscriber may not, and will not permit or induce any third party to: (i) decompile, reverse engineer, disassemble or otherwise attempt to reconstruct or discover the source code, underlying ideas or algorithms of any components of the Software; (ii) alter, modify, translate, adapt in any way, or prepare any derivative work based upon the Software; (iii) rent, lease, sublicense, sell, distribute or otherwise transfer the Software or any copy thereof; (iv) use the Software to operate a service-bureau; (v) remove any proprietary notices from the Software or any Documentation or other materials furnished or made available hereunder; or (vi) 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) in the same Project or system identified on an Order Form in which Subscriber uses or has used the Software licensed hereunder, during the term of the Agreement and for thirty-six (36) months thereafter.
- Subscriber's Software deployment/installation is subject to limits based on term, metrics, and quantities including as may be found in the Neo4j Order Form ("Usage Limits"). Subscriber must accurately record and provide information to Neo4j about Software use/installation to verify compliance with the Usage Limits. Neo4j may request certification to verify compliance during the Subscription term and 12 months thereafter, which the Subscriber shall promptly provide using a Neo4j approved tool/method (the "Certification"). If Subscriber exceeds the Usage Limits ("Excessive Use"), Subscriber must pay the difference between the actual use and the Excessive Use based on Neo4j's rates as described in the most recent Order Form (the "Upgraded License Fee"). Neo4j may suspend or terminate the Agreement if Subscriber fails to pay the Upgraded License Fee within 30 days of certified Excessive Use or if Certification is not delivered within 30 days of Neo4j's request. Subscriber agrees that Neo4j is not liable for any costs related to Certification cooperation and acknowledges that exceeding Usage Limits is not permitted regardless of Certification requests.
- Subscriber acknowledges and agrees that Neo4j may collect and use Software Usage Data (defined below) for product, support and operations management, deployment review and optimization, and research and development purposes. Such Software Usage Data can be disabled at Subscriber’s discretion using the configuration setting set forth at Neo4j’s website at https://neo4j.com/docs/usage_data. “Software Usage Data” is information other than Subscriber Data/content uploaded in Neo4j Software that may be automatically collected and reported by the Software such as software version and edition, number of processors and memory on the server, and the number of nodes, relationships, labels and properties.
- Subscriber may not, and will not permit or induce any third party to: (i) decompile, reverse engineer, disassemble or otherwise attempt to reconstruct or discover the source code, underlying ideas or algorithms of any components of the Software; (ii) alter, modify, translate, adapt in any way, or prepare any derivative work based upon the Software; (iii) rent, lease, sublicense, sell, distribute or otherwise transfer the Software or any copy thereof; (iv) use the Software to operate a service-bureau; (v) remove any proprietary notices from the Software or any Documentation or other materials furnished or made available hereunder; or (vi) 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) in the same Project or system identified on an Order Form in which Subscriber uses or has used the Software licensed hereunder, during the term of the Agreement and for thirty-six (36) months thereafter.
- Fees and Payments.
- Fees shall be paid as set forth in the applicable Order Form and/or SoW in the currency as set forth therein. Payments may be made by check, wire transfer, or by such other means as Neo4j may specify from time-to-time. All fees specifically exclude (and Subscriber is responsible for) any and all applicable sales, use and other taxes, other than taxes based on Neo4j’s income. If all or any part of any payment owed to Neo4j under this Agreement is withheld, based upon a claim that such withholding is required pursuant to the tax laws of any country or its political subdivisions and/or any tax treaty between the country in which the Neo4j contracting entity is based and any such country, such payment shall be increased by the amount necessary to result in a net payment to Neo4j of the amounts otherwise payable under this Agreement. Any amounts due under this Agreement which are not paid within thirty (30) calendar days of their due date shall be subject to a late payment charge of the lower of: (i) 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); and (ii) the highest interest rate permitted by applicable law. Each party is responsible for its own expenses under this Agreement. Except as otherwise set forth herein, all fees payable under this Agreement are non-refundable and non-cancellable.
- Subscriber may elect to purchase certain Software and/or Consulting Services through an authorized reseller (“Reseller”) or elect to pay for the Software through a third party that processes Subscriber’s payments (each a “Payment Processor”). Subscriber’s obligation for payment to, and relationship with, such Reseller or Payment Processor is between Subscriber and such Reseller or Payment Processor. If Subscriber elects to use a Reseller or Payment Processor in connection with the Software and/or Services, Subscriber acknowledges and agrees that: (a) information about Subscriber, this Agreement and any orders may be disclosed to such Reseller or Payment Processor; (b) the termination provisions below will also apply if Subscriber’s Reseller or Payment Processor fails to pay applicable fees; and (c) Reseller is not authorized to make any changes to this Agreement or otherwise authorized to make any warranties, representations, promises or commitments on behalf of Neo4j or in any way concerning the Software or Services.
- Confidentiality.
- “Confidential Information” means any proprietary information that is marked “confidential” or “proprietary” or any other similar term or in relation to which its confidentiality should by its nature be inferred or, if disclosed orally, is identified as being confidential at the time of disclosure and, within two (2) weeks thereafter, is summarized, appropriately labeled and provided in tangible form, received by the other party during, or prior to entering into, this Agreement including, without limitation, the Software and any non-public technical and business information.
- Confidential Information does not include information that (i) is or becomes generally known to the public through no fault of or breach of this Agreement by the receiving party; (ii) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the receiving party without the use of the disclosing party’s Confidential Information; or (iv) the receiving party rightfully obtains from a third party without restriction on use or disclosure.
- The receiving party shall protect the secrecy of and prevent disclosure and unauthorized use of the disclosing party's Confidential Information using the same degree of care that it takes to protect its own confidential information and in no event shall use less than reasonable care. The receiving party of any Confidential Information of the other party agrees not to use such Confidential Information for any purpose except as necessary to fulfill its obligations and exercise its rights under this Agreement. The receiving party may disclose the Confidential Information of the disclosing party if required by judicial or administrative process, provided that the receiving party first provides the disclosing party prompt notice of such required disclosure (to the extent allowed). Upon termination or expiration of this Agreement, the receiving party will destroy (and provide written certification of such destruction) the disclosing party’s Confidential Information.
- “Confidential Information” means any proprietary information that is marked “confidential” or “proprietary” or any other similar term or in relation to which its confidentiality should by its nature be inferred or, if disclosed orally, is identified as being confidential at the time of disclosure and, within two (2) weeks thereafter, is summarized, appropriately labeled and provided in tangible form, received by the other party during, or prior to entering into, this Agreement including, without limitation, the Software and any non-public technical and business information.
- Warranties and Disclaimer of Warranties.
- Each party represents and warrants to the other party that: (i) it has the full power and authority to enter into this Agreement and to carry out its obligations under this Agreement; and (ii) it has complied, and will in the future comply, with all laws, rules and regulations applicable to it in connection with its execution, delivery and performance of this Agreement.
- Neo4j represents and warrants to Subscriber that the Software will materially conform to Neo4j’s Documentation for a period of ninety (90) calendar days from the date the Software is first made available to Subscriber (the “Warranty Period”). Subscriber’s sole and exclusive remedy, and Neo4j’s sole and exclusive liability for any breach of this warranty will be, at Neo4j’s sole discretion, to either fix the Software or refund the applicable Software subscription fees paid by Subscriber, in each case on condition that Subscriber notifies Neo4j in writing of any alleged breach of this warranty within the Warranty Period. This warranty is null and void to the extent the Software: (i) fails to conform with this warranty as a result of its use with any third-party hardware, software, or services; (ii) is not upgraded to the currently supported version; or (iii) is used other than in accordance with the Documentation or is otherwise used in breach of this Agreement.
- EXCEPT AS EXPRESSLY SET FORTH ABOVE IN THIS SECTION 6 AND TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW: (I) THE SOFTWARE AND SERVICES ARE PROVIDED TO SUBSCRIBER ON AN “AS IS” BASIS, WITH ANY AND ALL FAULTS, AND WITHOUT ANY WARRANTY OF ANY KIND; AND (II) NEO4J EXPRESSLY DISCLAIMS ALL IMPLIED OR STATUTORY WARRANTIES INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. NEO4J DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE OR SERVICES WILL BE CORRECTED.
- Indemnification. Neo4j will defend Subscriber against any claim, demand, suit or proceeding brought against Subscriber by a third-party alleging that Subscriber’s use of the Software or Services infringes on a third party’s intellectual property rights (a “Claim”), and pay any damages, attorney fees and costs finally awarded against Subscriber, or amounts awarded under a settlement against Subscriber and approved by Neo4j in writing, provided Subscriber (a) promptly gives Neo4j written notice of the Claim, (b) gives Neo4j sole control of the defense and settlement of the Claim (except that Neo4j may not settle any Claim unless it unconditionally releases Subscriber of all liability), and (c) gives Neo4j all reasonable assistance, at Neo4j ’s expense. If Neo4j receives information about an infringement claim related to the Software or Services, Neo4j may in its discretion and at no cost to Subscriber (i) modify the Software or Services so that they are no longer claimed to infringe, without breaching Neo4j ’s warranties under Section 6 above, (ii) obtain a license for Subscriber’s continued use of the Software or Services in accordance with this Agreement, or (iii) terminate the Services or Subscriber’s subscriptions for the Software upon thirty (30) days’ written notice and refund Subscriber for any prepaid fees covering the remainder of the term of the terminated Order Form or SOW. The above obligations do not apply if (i) the allegation does not state with specificity that the Software or Services are the basis of the Claim, (ii) a Claim arises from the use or combination of the Software or Services or any part thereof with other technologies, products or services not provided by Neo4j if use of the Software or Services would not infringe without such combination, (iii) the Claim arises from an Order Form or SOW for which there is no charge, (iv) the Claim is based on a modification of the Software or Services by anyone other than Neo4j; or (v) Subscriber is using the Software or Services in breach of this Agreement. This Section 7 states the Neo4j’s sole liability to, and Subscriber’s exclusive remedy against, Neo4j for any type of claim described in this Section 7.
- Limitation of Liability.
- SUBJECT TO SECTION 8.3, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES, SHALL ANY NEO4J PARTY OR SUBSCRIBER, BE LIABLE TO NEO4J, SUBSCRIBER, 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, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, USE AND/OR INABILITY TO USE THE SOFTWARE OR SERVICES, REGARDLESS OF THE LEGAL THEORY UPON WHICH ANY CLAIM FOR SUCH DAMAGES IS BASED AND EVEN IF THE RELEVANT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).
- SUBJECT TO SECTION 8.3, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL THE NEO4J PARTIES’ OR SUBSCRIBER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES PAID AND PAYABLE BY SUBSCRIBER TO NEO4J UNDER THE APPLICABLE ORDER FORM OR SOW DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES.
- The limitations in section 8.1 and 8.2 hereof, shall not apply to the extent arising from (i) a party’s fraud or willful misconduct, (ii) gross negligence in the provision of implementation or configuration services that results in physical harm or property damage, (iii) breach of confidentiality obligations, (iv) breach of the licenses granted herein. THE PARTIES AGREE THAT THESE LIMITATIONS SHALL APPLY EVEN IF THIS AGREEMENT OR ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. The sections of this Agreement that address indemnification, limitation of liability and disclaimer of warranties allocate the risk between the parties and is an essential element of the basis of the bargain between the parties.
- For the avoidance of doubt, this Section 8 applies for Services and Support Services, if any under applicable Order Form.
- SUBJECT TO SECTION 8.3, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES, SHALL ANY NEO4J PARTY OR SUBSCRIBER, BE LIABLE TO NEO4J, SUBSCRIBER, 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, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, USE AND/OR INABILITY TO USE THE SOFTWARE OR SERVICES, REGARDLESS OF THE LEGAL THEORY UPON WHICH ANY CLAIM FOR SUCH DAMAGES IS BASED AND EVEN IF THE RELEVANT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).
- Term and Termination.
- Subject to termination as set forth in this Section 9, the term of this Agreement will commence on the Effective Date and will continue for as long as any Software or Services are being provided to Subscriber under this Agreement.
- Either party may terminate this Agreement immediately without further notice if the other party breaches its obligations under this Agreement and does not remedy such breach within thirty (30) calendar days of receiving written notice of such breach from the non-breaching party.
- Upon termination of this Agreement: (i) the Software licenses granted under this Agreement shall immediately terminate and Subscriber shall cease to use the Software; (ii) Neo4j’s obligations to perform the Services shall immediately terminate; (iii) Subscriber shall pay Neo4j the full amount of any outstanding fees due hereunder unless breach is caused by Neo4j; and (iv) within ten (10) calendar days of such termination, each party shall destroy all confidential and/or proprietary information of the other party in its possession, and will not make or retain any copies of such information in any form, except that the receiving party may retain one (1) archival copy of such information, excluding the Software, solely for purposes of ensuring compliance with this Agreement. Notwithstanding the foregoing, the following terms shall survive the termination of this Agreement: Sections 2.3, 2.4, 2.5, 3 (License Restrictions), 4 (Fees & Payment), 5 (Confidentiality), 6.3, 7 (Indemnification), 8 (Limitation of Liability), this 9.3, and 10 (General Provisions).
- Subject to termination as set forth in this Section 9, the term of this Agreement will commence on the Effective Date and will continue for as long as any Software or Services are being provided to Subscriber under this Agreement.
- General Provisions. Subscriber may not assign or transfer this Agreement or the licenses granted hereunder without the prior written consent of Neo4j; any attempt to do so shall be void. Notwithstanding the foregoing, either Party may assign this Agreement in its entirety to (i) any of its Affiliates; (ii) a successor in interest to such Party by way of merger or consolidation; or (iii) a purchaser of all or substantially all the assets of such Party. This Agreement shall be binding on and inure to the benefit of the successors and permitted assigns of the Parties. Any notice, report, approval or consent required or permitted hereunder shall be in writing. No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise. If any provision of this Agreement be adjudged 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. The Agreement shall be governed by the laws of England and Wales, excluding its conflicts of law rules and the Parties’ consent to exclusive jurisdiction and venue in the state and federal courts located in London, England, without regard to the United Nations Convention on the International Sale of Goods. Any waivers or amendments shall be effective only if made in writing and signed by both Parties. 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. Subscriber agrees to comply with all U.S. and foreign export control laws and regulations applicable to the Software. This Agreement (including any Order Forms or SOWs) is the complete and exclusive statement of the mutual understanding of the Parties and supersedes all previous written or oral agreements or communication relating to the subject matter of this Agreement.
Neo4j Subscription Agreement (Sweden)
Effective September 23rd 2024
DownloadTable of Contents
Neo4j Subscription Agreement
CAREFULLY READ ALL THE TERMS AND CONDITIONS OF THIS NEO4J SUBSCRIPTION AGREEMENT (THIS “AGREEMENT”). BY AGREEING TO AN ORDER FORM INCORPORATING THIS AGREEMENT, CLICKING “I ACCEPT”, “CREATE”; PROCEEDING WITH THE INSTALLATION OF THE NEO4J ENTERPRISE SOFTWARE; OR USING THE SOFTWARE, YOU, AS AN AUTHORIZED REPRESENTATIVE OF YOUR COMPANY ON WHOSE BEHALF YOU INSTALL AND/OR USE THE SOFTWARE (“SUBSCRIBER”), ARE ACKNOWLEDGING YOU HAVE READ, UNDERSTAND AND ACCEPT THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS. IN THE EVENT OF A CONFLICT BETWEEN THIS AGREEMENT, A NEO4J ORDER FORM OR SOW, AND A SUBSCRIBER PURCHASE ORDER, THIS AGREEMENT, THE NEO4J ORDER FORM OR SOW SHALL GOVERN. IN THE EVENT OF ANY CONFLICT BETWEEN THIS AGREEMENT AND A NEO4J ORDER FORM OR SOW, THE ORDER FORM OR SOW SHALL GOVERN. THE EFFECTIVE DATE OF THIS AGREEMENT SHALL BE THE SUBSCRIPTION START DATE SET ON THE ORDER FORM (“EFFECTIVE DATE”).
- Scope of Agreement.
- This Agreement sets forth the terms and conditions under which Subscriber or its Affiliates may purchase from the Neo4j entity listed on an applicable Order Form (“Neo4j”) or its Affiliates: (i) subscription licenses to use proprietary commercial graph database products developed by Neo4j and made available to its subscribers for download through the Neo4j web site (the “Site”), and any future Software updates or upgrades thereto made available by Neo4j to Subscriber (all together the “Software”); (ii) support and maintenance services (“Support Services”); and (iii) implementation services, training or consulting services performed by Neo4j or its authorized representatives ("Consulting Services"). Support Services and Consulting Services are referred to herein collectively as “Services.” “Affiliate” shall mean an entity that directly or indirectly controls, is controlled by, or is under common control with such party. For purposes of this definition, “Control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. Subscriber is liable for its Affiliates’ compliance with this Agreement.
- Software and Services ordered by Subscriber for a particular use case (the “Project”) will be specified in one or more Order Form(s) and/or statement(s) of work (“SOW”). “Order Form” shall mean the ordering document specifying the Software and or Services to be provided entered between Neo4j and Subscriber or an Affiliate, including any addenda and supplements thereto. Each Order Form or SOW, when executed by an authorized representative of the parties or the appropriate Affiliate, shall constitute a separate agreement between the parties and each such Order Form or SOW shall be subject to all of the terms and conditions of this Agreement, except for any provisions herein which are modified in the Order Form or SOW.
- Grant of Limited License.
- Subject to Subscriber’s compliance with the terms and conditions of this Agreement and the applicable Order Form, Neo4j hereby grants Subscriber a nonexclusive revocable, non-transferable, non-sublicensable, internal license either on Subscriber’s premises or as hosted in Subscriber’s cloud environment, to use the Software solely for Subscriber’s business purposes in accordance with the Documentation. “Documentation” means Neo4j’s documentation and usage guides including standard installation materials, training materials, specifications and online help documents for the applicable Software and Service made generally available by Neo4j, as updated from time to time.
- Neo4j shall enable Subscriber to download the Software from the Site or shall otherwise make the Software electronically available to Subscriber. The Software is deemed accepted by Subscriber upon Neo4j making the Software (or the relevant update or upgrade) available to Subscriber, which will be made available to Subscriber in object code only.
- Neo4j or its licensors retain all right, title and interest in and to the Software and related Documentation and materials, including, without limitation, all patent, copyright, trademark, and trade secret rights embodied in, or otherwise applicable to the Software, whether such rights are registered or unregistered, and wherever in the world those rights may exist. Subscriber shall not commit any act or omission or permit or induce any third party to commit any act or omission inconsistent with Neo4j’s or its licensors’ rights, title and interest in and to the Software and the intellectual property rights embodied therein or applicable thereto. All materials embodied in, or comprising the Software, including, but not limited to, graphics, user and visual interfaces, images, code, applications, and text, as well as the design, structure, selection, coordination, expression, "look and feel", and arrangement of the Software and its content, and the trademarks, service marks, proprietary logos and other distinctive brand features found in the Software (“Neo4j Marks”), are all owned by Neo4j or its licensors; Subscriber is expressly prohibited from using or registering the Neo4j Marks. Title to the Software shall not pass from Neo4j to Subscriber, and the Software and all copies thereof shall at all times remain the sole and exclusive property of Neo4j. Subscriber shall reproduce all copyright and other proprietary notices in all copies of the Software. If Subscriber is permitted use of the Neo4j Marks, such use shall comply with the Neo4j Trademark Guidelines then in effect.
- All rights not expressly granted to Subscriber are reserved.
- Third party open-source software (“Open-Source Software”) that is utilized with or otherwise provided with the Software is subject to and licensed under the applicable third-party license terms which can be viewed at www.neo4j.com/thirdpartylicenses. These third-party license terms may contain additional rights benefiting you. Neo4j represents and warrants that the Open-Source Software, when used as delivered by Neo4j and unmodified by Subscriber in accordance with the license rights granted hereunder, does not require Subscriber to disclose, license, or make available at no charge Subscriber’s own proprietary source code.
- Subject to Subscriber’s compliance with the terms and conditions of this Agreement and the applicable Order Form, Neo4j hereby grants Subscriber a nonexclusive revocable, non-transferable, non-sublicensable, internal license either on Subscriber’s premises or as hosted in Subscriber’s cloud environment, to use the Software solely for Subscriber’s business purposes in accordance with the Documentation. “Documentation” means Neo4j’s documentation and usage guides including standard installation materials, training materials, specifications and online help documents for the applicable Software and Service made generally available by Neo4j, as updated from time to time.
- License Restrictions and Usage Limit Compliance.
- Subscriber may not, and will not permit or induce any third party to: (i) decompile, reverse engineer, disassemble or otherwise attempt to reconstruct or discover the source code, underlying ideas or algorithms of any components of the Software; (ii) alter, modify, translate, adapt in any way, or prepare any derivative work based upon the Software; (iii) rent, lease, sublicense, sell, distribute or otherwise transfer the Software or any copy thereof; (iv) use the Software to operate a service-bureau; (v) remove any proprietary notices from the Software or any Documentation or other materials furnished or made available hereunder; or (vi) 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) in the same Project or system identified on an Order Form in which Subscriber uses or has used the Software licensed hereunder, during the term of the Agreement and for thirty-six (36) months thereafter.
- Subscriber's Software deployment/installation is subject to limits based on term, metrics, and quantities including as may be found in the Neo4j Order Form ("Usage Limits"). Subscriber must accurately record and provide information to Neo4j about Software use/installation to verify compliance with the Usage Limits. Neo4j may request certification to verify compliance during the Subscription term and 12 months thereafter, which the Subscriber shall promptly provide using a Neo4j approved tool/method (the "Certification"). If Subscriber exceeds the Usage Limits ("Excessive Use"), Subscriber must pay the difference between the actual use and the Excessive Use based on Neo4j's rates as described in the most recent Order Form (the "Upgraded License Fee"). Neo4j may suspend or terminate the Agreement if Subscriber fails to pay the Upgraded License Fee within 30 days of certified Excessive Use or if Certification is not delivered within 30 days of Neo4j's request. Subscriber agrees that Neo4j is not liable for any costs related to Certification cooperation and acknowledges that exceeding Usage Limits is not permitted regardless of Certification requests.
- Subscriber acknowledges and agrees that Neo4j may collect and use Software Usage Data (defined below) for product, support and operations management, deployment review and optimization, and research and development purposes. Such Software Usage Data can be disabled at Subscriber’s discretion using the configuration setting set forth at Neo4j’s website at https://neo4j.com/docs/usage_data. “Software Usage Data” is information other than Subscriber Data/content uploaded in Neo4j Software that may be automatically collected and reported by the Software such as software version and edition, number of processors and memory on the server, and the number of nodes, relationships, labels and properties.
- Subscriber may not, and will not permit or induce any third party to: (i) decompile, reverse engineer, disassemble or otherwise attempt to reconstruct or discover the source code, underlying ideas or algorithms of any components of the Software; (ii) alter, modify, translate, adapt in any way, or prepare any derivative work based upon the Software; (iii) rent, lease, sublicense, sell, distribute or otherwise transfer the Software or any copy thereof; (iv) use the Software to operate a service-bureau; (v) remove any proprietary notices from the Software or any Documentation or other materials furnished or made available hereunder; or (vi) 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) in the same Project or system identified on an Order Form in which Subscriber uses or has used the Software licensed hereunder, during the term of the Agreement and for thirty-six (36) months thereafter.
- Fees and Payments.
- Fees shall be paid as set forth in the applicable Order Form and/or SoW in the currency as set forth therein. Payments may be made by check, wire transfer, or by such other means as Neo4j may specify from time-to-time. All fees specifically exclude (and Subscriber is responsible for) any and all applicable sales, use and other taxes, other than taxes based on Neo4j’s income. If all or any part of any payment owed to Neo4j under this Agreement is withheld, based upon a claim that such withholding is required pursuant to the tax laws of any country or its political subdivisions and/or any tax treaty between the country in which the Neo4j contracting entity is based and any such country, such payment shall be increased by the amount necessary to result in a net payment to Neo4j of the amounts otherwise payable under this Agreement. Any amounts due under this Agreement which are not paid within thirty (30) calendar days of their due date shall be subject to a late payment charge of the lower of: (i) 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); and (ii) the highest interest rate permitted by applicable law. Each party is responsible for its own expenses under this Agreement. Except as otherwise set forth herein, all fees payable under this Agreement are non-refundable and non-cancellable.
- Subscriber may elect to purchase certain Software and/or Consulting Services through an authorized reseller (“Reseller”) or elect to pay for the Software through a third party that processes Subscriber’s payments (each a “Payment Processor”). Subscriber’s obligation for payment to, and relationship with, such Reseller or Payment Processor is between Subscriber and such Reseller or Payment Processor. If Subscriber elects to use a Reseller or Payment Processor in connection with the Software and/or Services, Subscriber acknowledges and agrees that: (a) information about Subscriber, this Agreement and any orders may be disclosed to such Reseller or Payment Processor; (b) the termination provisions below will also apply if Subscriber’s Reseller or Payment Processor fails to pay applicable fees; and (c) Reseller is not authorized to make any changes to this Agreement or otherwise authorized to make any warranties, representations, promises or commitments on behalf of Neo4j or in any way concerning the Software or Services.
- Confidentiality.
- “Confidential Information” means any proprietary information that is marked “confidential” or “proprietary” or any other similar term or in relation to which its confidentiality should by its nature be inferred or, if disclosed orally, is identified as being confidential at the time of disclosure and, within two (2) weeks thereafter, is summarized, appropriately labeled and provided in tangible form, received by the other party during, or prior to entering into, this Agreement including, without limitation, the Software and any non-public technical and business information.
- Confidential Information does not include information that (i) is or becomes generally known to the public through no fault of or breach of this Agreement by the receiving party; (ii) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the receiving party without the use of the disclosing party’s Confidential Information; or (iv) the receiving party rightfully obtains from a third party without restriction on use or disclosure.
- The receiving party shall protect the secrecy of and prevent disclosure and unauthorized use of the disclosing party's Confidential Information using the same degree of care that it takes to protect its own confidential information and in no event shall use less than reasonable care. The receiving party of any Confidential Information of the other party agrees not to use such Confidential Information for any purpose except as necessary to fulfill its obligations and exercise its rights under this Agreement. The receiving party may disclose the Confidential Information of the disclosing party if required by judicial or administrative process, provided that the receiving party first provides the disclosing party prompt notice of such required disclosure (to the extent allowed). Upon termination or expiration of this Agreement, the receiving party will destroy (and provide written certification of such destruction) the disclosing party’s Confidential Information.
- “Confidential Information” means any proprietary information that is marked “confidential” or “proprietary” or any other similar term or in relation to which its confidentiality should by its nature be inferred or, if disclosed orally, is identified as being confidential at the time of disclosure and, within two (2) weeks thereafter, is summarized, appropriately labeled and provided in tangible form, received by the other party during, or prior to entering into, this Agreement including, without limitation, the Software and any non-public technical and business information.
- Warranties and Disclaimer of Warranties.
- Each party represents and warrants to the other party that: (i) it has the full power and authority to enter into this Agreement and to carry out its obligations under this Agreement; and (ii) it has complied, and will in the future comply, with all laws, rules and regulations applicable to it in connection with its execution, delivery and performance of this Agreement.
- Neo4j represents and warrants to Subscriber that the Software will materially conform to Neo4j’s Documentation for a period of ninety (90) calendar days from the date the Software is first made available to Subscriber (the “Warranty Period”). Subscriber’s sole and exclusive remedy, and Neo4j’s sole and exclusive liability for any breach of this warranty will be, at Neo4j’s sole discretion, to either fix the Software or refund the applicable Software subscription fees paid by Subscriber, in each case on condition that Subscriber notifies Neo4j in writing of any alleged breach of this warranty within the Warranty Period. This warranty is null and void to the extent the Software: (i) fails to conform with this warranty as a result of its use with any third-party hardware, software, or services; (ii) is not upgraded to the currently supported version; or (iii) is used other than in accordance with the Documentation or is otherwise used in breach of this Agreement.
- EXCEPT AS EXPRESSLY SET FORTH ABOVE IN THIS SECTION 6 AND TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW: (I) THE SOFTWARE AND SERVICES ARE PROVIDED TO SUBSCRIBER ON AN “AS IS” BASIS, WITH ANY AND ALL FAULTS, AND WITHOUT ANY WARRANTY OF ANY KIND; AND (II) NEO4J EXPRESSLY DISCLAIMS ALL IMPLIED OR STATUTORY WARRANTIES INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. NEO4J DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE OR SERVICES WILL BE CORRECTED.
- Indemnification. Neo4j will defend Subscriber against any claim, demand, suit or proceeding brought against Subscriber by a third-party alleging that Subscriber’s use of the Software or Services infringes on a third party’s intellectual property rights (a “Claim”), and pay any damages, attorney fees and costs finally awarded against Subscriber, or amounts awarded under a settlement against Subscriber and approved by Neo4j in writing, provided Subscriber (a) promptly gives Neo4j written notice of the Claim, (b) gives Neo4j sole control of the defense and settlement of the Claim (except that Neo4j may not settle any Claim unless it unconditionally releases Subscriber of all liability), and (c) gives Neo4j all reasonable assistance, at Neo4j ’s expense. If Neo4j receives information about an infringement claim related to the Software or Services, Neo4j may in its discretion and at no cost to Subscriber (i) modify the Software or Services so that they are no longer claimed to infringe, without breaching Neo4j ’s warranties under Section 6 above, (ii) obtain a license for Subscriber’s continued use of the Software or Services in accordance with this Agreement, or (iii) terminate the Services or Subscriber’s subscriptions for the Software upon thirty (30) days’ written notice and refund Subscriber for any prepaid fees covering the remainder of the term of the terminated Order Form or SOW. The above obligations do not apply if (i) the allegation does not state with specificity that the Software or Services are the basis of the Claim, (ii) a Claim arises from the use or combination of the Software or Services or any part thereof with other technologies, products or services not provided by Neo4j if use of the Software or Services would not infringe without such combination, (iii) the Claim arises from an Order Form or SOW for which there is no charge, (iv) the Claim is based on a modification of the Software or Services by anyone other than Neo4j; or (v) Subscriber is using the Software or Services in breach of this Agreement. This Section 7 states the Neo4j’s sole liability to, and Subscriber’s exclusive remedy against, Neo4j for any type of claim described in this Section 7.
- Limitation of Liability.
- SUBJECT TO SECTION 8.3, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES, SHALL ANY NEO4J PARTY OR SUBSCRIBER, BE LIABLE TO NEO4J, SUBSCRIBER, 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, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, USE AND/OR INABILITY TO USE THE SOFTWARE OR SERVICES, REGARDLESS OF THE LEGAL THEORY UPON WHICH ANY CLAIM FOR SUCH DAMAGES IS BASED AND EVEN IF THE RELEVANT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).
- SUBJECT TO SECTION 8.3, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL THE NEO4J PARTIES’ OR SUBSCRIBER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES PAID AND PAYABLE BY SUBSCRIBER TO NEO4J UNDER THE APPLICABLE ORDER FORM OR SOW DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES.
- The limitations in section 8.1 and 8.2 hereof, shall not apply to the extent arising from (i) a party’s fraud or willful misconduct, (ii) gross negligence in the provision of implementation or configuration services that results in physical harm or property damage, (iii) breach of confidentiality obligations, (iv) breach of the licenses granted herein. THE PARTIES AGREE THAT THESE LIMITATIONS SHALL APPLY EVEN IF THIS AGREEMENT OR ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. The sections of this Agreement that address indemnification, limitation of liability and disclaimer of warranties allocate the risk between the parties and is an essential element of the basis of the bargain between the parties.
- For the avoidance of doubt, this Section 8 applies for Services and Support Services, if any under applicable Order Form.
- SUBJECT TO SECTION 8.3, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES, SHALL ANY NEO4J PARTY OR SUBSCRIBER, BE LIABLE TO NEO4J, SUBSCRIBER, 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, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, USE AND/OR INABILITY TO USE THE SOFTWARE OR SERVICES, REGARDLESS OF THE LEGAL THEORY UPON WHICH ANY CLAIM FOR SUCH DAMAGES IS BASED AND EVEN IF THE RELEVANT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).
- Term and Termination.
- Subject to termination as set forth in this Section 9, the term of this Agreement will commence on the Effective Date and will continue for as long as any Software or Services are being provided to Subscriber under this Agreement.
- Either party may terminate this Agreement immediately without further notice if the other party breaches its obligations under this Agreement and does not remedy such breach within thirty (30) calendar days of receiving written notice of such breach from the non-breaching party.
- Upon termination of this Agreement: (i) the Software licenses granted under this Agreement shall immediately terminate and Subscriber shall cease to use the Software; (ii) Neo4j’s obligations to perform the Services shall immediately terminate; (iii) Subscriber shall pay Neo4j the full amount of any outstanding fees due hereunder unless breach is caused by Neo4j; and (iv) within ten (10) calendar days of such termination, each party shall destroy all confidential and/or proprietary information of the other party in its possession, and will not make or retain any copies of such information in any form, except that the receiving party may retain one (1) archival copy of such information, excluding the Software, solely for purposes of ensuring compliance with this Agreement. Notwithstanding the foregoing, the following terms shall survive the termination of this Agreement: Sections 2.3, 2.4, 2.5, 3 (License Restrictions), 4 (Fees & Payment), 5 (Confidentiality), 6.3, 7 (Indemnification), 8 (Limitation of Liability), this 9.3, and 10 (General Provisions).
- Subject to termination as set forth in this Section 9, the term of this Agreement will commence on the Effective Date and will continue for as long as any Software or Services are being provided to Subscriber under this Agreement.
- General Provisions. Subscriber may not assign or transfer this Agreement or the licenses granted hereunder without the prior written consent of Neo4j; any attempt to do so shall be void. Notwithstanding the foregoing, either Party may assign this Agreement in its entirety to (i) any of its Affiliates; (ii) a successor in interest to such Party by way of merger or consolidation; or (iii) a purchaser of all or substantially all the assets of such Party. This Agreement shall be binding on and inure to the benefit of the successors and permitted assigns of the Parties. Any notice, report, approval or consent required or permitted hereunder shall be in writing. No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise. If any provision of this Agreement be adjudged 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. The Agreement shall be governed by the laws of Sweden, excluding its conflicts of law rules and the Parties’ consent to exclusive jurisdiction and venue in the state and federal courts located in Stockholm, Sweden, without regard to the United Nations Convention on the International Sale of Goods. Any waivers or amendments shall be effective only if made in writing and signed by both Parties. 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. Subscriber agrees to comply with all U.S. and foreign export control laws and regulations applicable to the Software. This Agreement (including any Order Forms or SOWs) is the complete and exclusive statement of the mutual understanding of the Parties and supersedes all previous written or oral agreements or communication relating to the subject matter of this Agreement.
Neo4j Subscription Agreement (Germany)
Effective September 23rd 2024
DownloadTable of Contents
Neo4j Subscription Agreement
CAREFULLY READ ALL THE TERMS AND CONDITIONS OF THIS NEO4J SUBSCRIPTION AGREEMENT (THIS “AGREEMENT”). BY AGREEING TO AN ORDER FORM INCORPORATING THIS AGREEMENT, CLICKING “I ACCEPT”, “CREATE”; PROCEEDING WITH THE INSTALLATION OF THE NEO4J ENTERPRISE SOFTWARE; OR USING THE SOFTWARE, YOU, AS AN AUTHORIZED REPRESENTATIVE OF YOUR COMPANY ON WHOSE BEHALF YOU INSTALL AND/OR USE THE SOFTWARE (“SUBSCRIBER”), ARE ACKNOWLEDGING YOU HAVE READ, UNDERSTAND AND ACCEPT THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS. IN THE EVENT OF A CONFLICT BETWEEN THIS AGREEMENT, A NEO4J ORDER FORM OR SOW, AND A SUBSCRIBER PURCHASE ORDER, THIS AGREEMENT, THE NEO4J ORDER FORM OR SOW SHALL GOVERN. IN THE EVENT OF ANY CONFLICT BETWEEN THIS AGREEMENT AND A NEO4J ORDER FORM OR SOW, THE ORDER FORM OR SOW SHALL GOVERN. THE EFFECTIVE DATE OF THIS AGREEMENT SHALL BE THE SUBSCRIPTION START DATE SET ON THE ORDER FORM (“EFFECTIVE DATE”).
- Scope of Agreement.
- This Agreement sets forth the terms and conditions under which Subscriber or its Affiliates may purchase from the Neo4j entity listed on an applicable Order Form (“Neo4j”) or its Affiliates: (i) subscription licenses to use proprietary commercial graph database products developed by Neo4j and made available to its subscribers for download through the Neo4j web site (the “Site”), and any future Software updates or upgrades thereto made available by Neo4j to Subscriber (all together the “Software”); (ii) support and maintenance services (“Support Services”); and (iii) implementation services, training or consulting services performed by Neo4j or its authorized representatives ("Consulting Services"). Support Services and Consulting Services are referred to herein collectively as “Services.” “Affiliate” shall mean an entity that directly or indirectly controls, is controlled by, or is under common control with such party. For purposes of this definition, “Control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. Subscriber is liable for its Affiliates’ compliance with this Agreement.
- Software and Services ordered by Subscriber for a particular use case (the “Project”) will be specified in one or more Order Form(s) and/or statement(s) of work (“SOW”). “Order Form” shall mean the ordering document specifying the Software and or Services to be provided entered between Neo4j and Subscriber or an Affiliate, including any addenda and supplements thereto. Each Order Form or SOW, when executed by an authorized representative of the parties or the appropriate Affiliate, shall constitute a separate agreement between the parties and each such Order Form or SOW shall be subject to all of the terms and conditions of this Agreement, except for any provisions herein which are modified in the Order Form or SOW.
- Grant of Limited License.
- Subject to Subscriber’s compliance with the terms and conditions of this Agreement and the applicable Order Form, Neo4j hereby grants Subscriber for the Subscription term defined in the applicable Order Form a nonexclusive revocable, non-transferable, non-sublicensable, internal license either on Subscriber’s premises or as hosted in Subscriber’s cloud environment, to use the Software solely for Subscriber’s business purposes in accordance with the Documentation. “Documentation” means Neo4j’s documentation and usage guides including standard installation materials, training materials, specifications and online help documents for the applicable Software and Service made generally available by Neo4j, as updated from time to time.
- Neo4j shall enable Subscriber to download the Software from the Site or shall otherwise make the Software electronically available to Subscriber. The Software is deemed delivered to Subscriber upon Neo4j making the Software (or the relevant update or upgrade) available to Subscriber, which will be made available to Subscriber in object code only.
- Neo4j or its licensors retain all right, title and interest in and to the Software and related Documentation and materials, including, without limitation, all patent, copyright, trademark, and trade secret rights embodied in, or otherwise applicable to the Software, whether such rights are registered or unregistered, and wherever in the world those rights may exist. Subscriber shall not commit any act or omission or permit or induce any third party to commit any act or omission inconsistent with Neo4j’s or its licensors’ rights, title and interest in and to the Software and the intellectual property rights embodied therein or applicable thereto. All materials embodied in, or comprising the Software, including, but not limited to, graphics, user and visual interfaces, images, code, applications, and text, as well as the design, structure, selection, coordination, expression, "look and feel", and arrangement of the Software and its content, and the trademarks, service marks, proprietary logos and other distinctive brand features found in the Software (“Neo4j Marks”), are all owned by Neo4j or its licensors; Subscriber is expressly prohibited from using or registering the Neo4j Marks. Title to the Software shall not pass from Neo4j to Subscriber, and the Software and all copies thereof shall at all times remain the sole and exclusive property of Neo4j. Subscriber shall reproduce all copyright and other proprietary notices in all copies of the Software. If Subscriber is permitted use of the Neo4j Marks, such use shall comply with the Neo4j Trademark Guidelines then in effect.
- All rights not expressly granted to Subscriber are reserved.
- Third party open-source software (“Open-Source Software”) that is utilized with or otherwise provided with the Software is subject to and licensed under the applicable third-party license terms which can be viewed at www.neo4j.com/thirdpartylicenses. These third-party license terms may contain additional rights benefiting you. Neo4j represents and warrants that the Open-Source Software, when used as delivered by Neo4j and unmodified by Subscriber in accordance with the license rights granted hereunder, does not require Subscriber to disclose, license, or make available at no charge Subscriber’s own proprietary source code.
- Subject to Subscriber’s compliance with the terms and conditions of this Agreement and the applicable Order Form, Neo4j hereby grants Subscriber for the Subscription term defined in the applicable Order Form a nonexclusive revocable, non-transferable, non-sublicensable, internal license either on Subscriber’s premises or as hosted in Subscriber’s cloud environment, to use the Software solely for Subscriber’s business purposes in accordance with the Documentation. “Documentation” means Neo4j’s documentation and usage guides including standard installation materials, training materials, specifications and online help documents for the applicable Software and Service made generally available by Neo4j, as updated from time to time.
- License Restrictions and Usage Limit Compliance.
- Subscriber may not, and will not permit or induce any third party to: (i) without prejudice to § 69 d, and e UrhG (German Act on Copyright and Related Rights), decompile, reverse engineer, disassemble or otherwise attempt to reconstruct or discover the source code, underlying ideas or algorithms of any components of the Software; (ii) alter, modify, translate, adapt in any way, or prepare any derivative work based upon the Software; (iii) rent, lease, sublicense, sell, distribute or otherwise transfer the Software or any copy thereof; (iv) use the Software to operate a service-bureau; (v) remove any proprietary notices from the Software or any Documentation or other materials furnished or made available hereunder; or (vi) 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) in the same Project or system identified on an Order Form in which Subscriber uses or has used the Software licensed hereunder, during the term of the Agreement and for thirty-six (36) months thereafter.
- Subscriber's Software deployment/installation is subject to limits based on term, metrics, and quantities including as may be found in the Neo4j Order Form ("Usage Limits"). Subscriber must accurately record and provide information to Neo4j about Software use/installation to verify compliance with the Usage Limits. Neo4j may request certification to verify compliance during the Subscription term and 12 months thereafter, which the Subscriber shall promptly provide using a Neo4j approved tool/method (the "Certification"). If Subscriber exceeds the Usage Limits ("Excessive Use"), Subscriber must pay the difference between the actual use and the Excessive Use based on Neo4j's rates as described in the most recent Order Form (the "Upgraded License Fee"). Neo4j may suspend or terminate the Agreement if Subscriber fails to pay the Upgraded License Fee within 30 days of certified Excessive Use or if Certification is not delivered within 30 days of Neo4j's request. Subscriber agrees that Neo4j is not liable for any costs related to Certification cooperation and acknowledges that exceeding Usage Limits is not permitted regardless of Certification requests.
- Subscriber acknowledges and agrees that Neo4j may collect and use Software Usage Data (defined below) for product, support and operations management, deployment review and optimization, and research and development purposes. Such Software Usage Data can be disabled at Subscriber’s discretion using the configuration setting set forth at Neo4j’s website at https://neo4j.com/docs/usage_data. “Software Usage Data” is information other than Subscriber Data/content uploaded in Neo4j Software that may be automatically collected and reported by the Software such as software version and edition, number of processors and memory on the server, and the number of nodes, relationships, labels and properties.
- Subscriber may not, and will not permit or induce any third party to: (i) without prejudice to § 69 d, and e UrhG (German Act on Copyright and Related Rights), decompile, reverse engineer, disassemble or otherwise attempt to reconstruct or discover the source code, underlying ideas or algorithms of any components of the Software; (ii) alter, modify, translate, adapt in any way, or prepare any derivative work based upon the Software; (iii) rent, lease, sublicense, sell, distribute or otherwise transfer the Software or any copy thereof; (iv) use the Software to operate a service-bureau; (v) remove any proprietary notices from the Software or any Documentation or other materials furnished or made available hereunder; or (vi) 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) in the same Project or system identified on an Order Form in which Subscriber uses or has used the Software licensed hereunder, during the term of the Agreement and for thirty-six (36) months thereafter.
- Fees and Payments.
- Fees shall be paid as set forth in the applicable Order Form and/or SoW in the currency as set forth therein. Payments may be made by check, wire transfer, or by such other means as Neo4j may specify from time-to-time. All fees specifically exclude (and Subscriber is responsible for) any and all applicable sales, use and other taxes, other than taxes based on Neo4j’s income. If all or any part of any payment owed to Neo4j under this Agreement is withheld, based upon a claim that such withholding is required pursuant to the tax laws of any country or its political subdivisions and/or any tax treaty between the country in which the Neo4j contracting entity is based and any such country, such payment shall be increased by the amount necessary to result in a net payment to Neo4j of the amounts otherwise payable under this Agreement. Any amounts due under this Agreement which are not paid within thirty (30) calendar days of their due date shall be subject to a late payment charge of the lower of: (i) 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); and (ii) the highest interest rate permitted by applicable law. Each party is responsible for its own expenses under this Agreement. Except as otherwise set forth herein, all fees payable under this Agreement are non-refundable and non-cancellable.
- Subscriber may elect to purchase certain Software and/or Consulting Services through an authorized reseller (“Reseller”) or elect to pay for the Software through a third party that processes Subscriber’s payments (each a “Payment Processor”). Subscriber’s obligation for payment to, and relationship with, such Reseller or Payment Processor is between Subscriber and such Reseller or Payment Processor. If Subscriber elects to use a Reseller or Payment Processor in connection with the Software and/or Services, Subscriber acknowledges and agrees that: (a) information about Subscriber, this Agreement and any orders may be disclosed to such Reseller or Payment Processor; (b) the termination provisions below will also apply if Subscriber’s Reseller or Payment Processor fails to pay applicable fees; and (c) Reseller is not authorized to make any changes to this Agreement or otherwise authorized to make any warranties, representations, promises or commitments on behalf of Neo4j or in any way concerning the Software or Services.
- Confidentiality.
- “Confidential Information” means any proprietary information that is marked “confidential” or “proprietary” or any other similar term or in relation to which its confidentiality should by its nature be inferred or, if disclosed orally, is identified as being confidential at the time of disclosure and, within two (2) weeks thereafter, is summarized, appropriately labeled and provided in tangible form, received by the other party during, or prior to entering into, this Agreement including, without limitation, the Software and any non-public technical and business information.
- Confidential Information does not include information that (i) is or becomes generally known to the public through no fault of or breach of this Agreement by the receiving party; (ii) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the receiving party without the use of the disclosing party’s Confidential Information; or (iv) the receiving party rightfully obtains from a third party without restriction on use or disclosure.
- The receiving party shall protect the secrecy of and prevent disclosure and unauthorized use of the disclosing party's Confidential Information using the same degree of care that it takes to protect its own confidential information and in no event shall use less than reasonable care. The receiving party of any Confidential Information of the other party agrees not to use such Confidential Information for any purpose except as necessary to fulfill its obligations and exercise its rights under this Agreement. The receiving party may disclose the Confidential Information of the disclosing party if required by judicial or administrative process, provided that the receiving party first provides the disclosing party prompt notice of such required disclosure (to the extent allowed). Upon termination or expiration of this Agreement, the receiving party will destroy (and provide written certification of such destruction) the disclosing party’s Confidential Information.
- “Confidential Information” means any proprietary information that is marked “confidential” or “proprietary” or any other similar term or in relation to which its confidentiality should by its nature be inferred or, if disclosed orally, is identified as being confidential at the time of disclosure and, within two (2) weeks thereafter, is summarized, appropriately labeled and provided in tangible form, received by the other party during, or prior to entering into, this Agreement including, without limitation, the Software and any non-public technical and business information.
- Warranties and Disclaimer of Warranties.
- Neo4j warrants that during the applicable Subscription Term, the Software, in the form provided by Neo4j under the Subscription, will perform in all material respects in accordance with the Documentation. In the event of a breach of the foregoing warranty, Neo4j’s sole obligation, and Subscriber’s exclusive remedy shall be for Neo4j to (i) correct any failure(s) of the Products to perform in all material respects in accordance with the Documentation or (ii) if Neo4j is unable to provide such a correction within thirty (30) days of receipt of notice of the applicable non-conformity, Subscriber may elect to terminate the associated Subscription, and Neo4j will promptly refund to Customer any pre-paid, unused fees paid by Subscriber to Neo4j for such Subscription, without prejudice to Subscriber’s other rights and remedies under French law subject to the provisions of this Agreement. The warranty set forth in this Section does not apply if the Software or any portion thereof: (a) has not been used, installed, operated, repaired, or maintained in accordance with this Agreement and/or the Documentation; or (b) is used on equipment, products, or systems not meeting specifications identified by Neo4j in the Documentation. Additionally, the warranties set forth herein only apply when notice of a warranty claim is provided to Neo4j during the applicable Subscription Term, and do not apply to any bug, defect or error caused by or attributable to software or hardware not supplied by Neo4j.
- Except as set forth in Section 6.1, the Software and Support Services are provided “As Is” without warranty of any kind and Neo4j makes no additional warranties, regarding or relating to the Software or Support Services provided to Customer under this Agreement. To the maximum extent permitted under applicable law and except as expressly stated otherwise in Section 8 below, Neo4j specifically disclaims all other warranties including fitness for a particular purpose and non- infringement with respect to the Software and/or Support Services provided to Subscriber under this Agreement.
- Indemnification. Neo4j will defend Subscriber against any claim, demand, suit or proceeding brought against Subscriber by a third-party alleging that Subscriber’s use of the Software or Services infringes on a third party’s intellectual property rights (a “Claim”), and pay any damages, attorney fees and costs finally awarded against Subscriber, or amounts awarded under a settlement against Subscriber and approved by Neo4j in writing, provided Subscriber (a) promptly gives Neo4j written notice of the Claim, (b) gives Neo4j sole control of the defense and settlement of the Claim (except that Neo4j may not settle any Claim unless it unconditionally releases Subscriber of all liability), and (c) gives Neo4j all reasonable assistance, at Neo4j ’s expense. If Neo4j receives information about an infringement claim related to the Software or Services, Neo4j may in its discretion and at no cost to Subscriber (i) modify the Software or Services so that they are no longer claimed to infringe, without breaching Neo4j ’s warranties under Section 6 above, (ii) obtain a license for Subscriber’s continued use of the Software or Services in accordance with this Agreement, or (iii) terminate the Services or Subscriber’s subscriptions for the Software upon thirty (30) days’ written notice and refund Subscriber for any prepaid fees covering the remainder of the term of the terminated Order Form or SOW. The above obligations do not apply if (i) the allegation does not state with specificity that the Software or Services are the basis of the Claim, (ii) a Claim arises from the use or combination of the Software or Services or any part thereof with other technologies, products or services not provided by Neo4j if use of the Software or Services would not infringe without such combination, (iii) the Claim arises from an Order Form or SOW for which there is no charge, (iv) the Claim is based on a modification of the Software or Services by anyone other than Neo4j; or (v) Subscriber is using the Software or Services in breach of this Agreement. This Section 7 states the Neo4j’s sole liability to, and Subscriber’s exclusive remedy against, Neo4j for any type of claim described in this Section 7.
- Limitation of Liability.
- Neo4j's liability shall not be limited for: (a) losses caused intentionally or by gross negligence; (b) death, personal injury or damage to health; (c) losses in accordance with the German Product Liability Act in the event of product liability; nor (d) in any other cases where it cannot be limited under applicable German Law.
- Neo4j shall be liable for losses caused by the breach of its primary obligations. Primary obligations are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which the parties may rely. If Neo4j breaches its primary obligations through simple negligence, then its liability shall be limited to the losses typical and foreseeable at the time of the conclusion of the Agreement.
- Save for the stipulation in Sections 8.1 and 8.2, the following restrictions shall apply: (a) Neo4j's total liability for simple negligence under Section 8.2 with respect to one Order Form for typical and foreseeable losses shall be limited for any and all damages to the maximum of the single amount of the order value (100%) of the affected Order Form in the calendar year where the losses occurred. For the avoidance of doubt, this limitation of liability applies regardless of its legal cause (e.g. because of non-performance, impossibility of performance, warranty, delay, fault at conclusion of contract, breach of accessory obligation, rescission, tort). The parties agree that this limitation is fair in light of the potential damages of Customer and the potential damages that can happen under the Agreement. (b) The no-fault liability in the German Civil Code (BGB) according to § 536a para.1 Alt. 1 for defects that exist at the time of conclusion of this Agreement or of the respective Order Form is excluded.
- Except as expressly set out in Sections 8.1, 8.2 and 8.3, Neo4j’s liability shall be excluded.
- Neo4j may invoke contributory negligence on Subscriber’s part. Subscriber is especially obliged to perform routine backups and employ virus protection according to the current state of the art. Routine backups must occur at adequate intervals, but at least once a day, so that data can be restored with reasonable effort. In the case of a loss of data culpably caused by Neo4j, Neo4j’s liability is limited to the expenses that are incurred if routine backups are properly made and virus protection properly employed.
- Without prejudice to (a) Subscriber’s rights under § 812 BGB (German Civil Code) and (b) Section 8 of this Agreement, Subscriber’s rights under § 536 BGB (German Civil Code) are hereby excluded.
- For the avoidance of doubt, this Section 8 applies also for Services and Support Services, if any under an applicable Order Form.
- Term and Termination.
- Subject to termination as set forth in this Section 9, the term of this Agreement will commence on the Effective Date and will continue for as long as any Software or Services are being provided to Subscriber under this Agreement.
- Either party may terminate this Agreement immediately without further notice if the other party breaches its obligations under this Agreement and does not remedy such breach within thirty (30) calendar days of receiving written notice of such breach from the non-breaching party.
- Upon termination of this Agreement: (i) the Software licenses granted under this Agreement shall immediately terminate and Subscriber shall cease to use the Software; (ii) Neo4j’s obligations to perform the Services shall immediately terminate; (iii) Subscriber shall pay Neo4j the full amount of any outstanding fees due hereunder unless breach is caused by Neo4j; and (iv) within ten (10) calendar days of such termination, each party shall destroy all confidential and/or proprietary information of the other party in its possession, and will not make or retain any copies of such information in any form, except that the receiving party may retain one (1) archival copy of such information, excluding the Software, solely for purposes of ensuring compliance with this Agreement. Notwithstanding the foregoing, the following terms shall survive the termination of this Agreement: Sections 2.3, 2.4, 2.5, 3 (License Restrictions), 4 (Fees & Payment), 5 (Confidentiality), 6.3, 7 (Indemnification), 8 (Limitation of Liability), this 9.3, and 10 (General Provisions).
- Subject to termination as set forth in this Section 9, the term of this Agreement will commence on the Effective Date and will continue for as long as any Software or Services are being provided to Subscriber under this Agreement.
- General Provisions. Subscriber may not assign or transfer this Agreement or the licenses granted hereunder without the prior written consent of Neo4j; any attempt to do so shall be void. Notwithstanding the foregoing, either Party may assign this Agreement in its entirety to (i) any of its Affiliates; (ii) a successor in interest to such Party by way of merger or consolidation; or (iii) a purchaser of all or substantially all the assets of such Party. This Agreement shall be binding on and inure to the benefit of the successors and permitted assigns of the Parties. Any notice, report, approval or consent required or permitted hereunder shall be in writing. No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise. If any provision of this Agreement be adjudged 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. The Agreement shall be governed by the laws of the Federal Republic of Germany, excluding its conflicts of law rules and the United Nations Conventions of Contracts for the International Sale of Goods (UNICISG), and the Parties consent to the exclusive jurisdiction of a court competent jurisdiction in Munich, Germany. Any waivers or amendments shall be effective only if made in writing and signed by both Parties. 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. Subscriber agrees to comply with all U.S. and foreign export control laws and regulations applicable to the Software. This Agreement (including any Order Forms or SOWs) is the complete and exclusive statement of the mutual understanding of the Parties and supersedes all previous written or oral agreements or communication relating to the subject matter of this Agreement.
Neo4j Subscription Agreement (France)
Effective September 23rd 2024
DownloadTable of Contents
Neo4j Subscription Agreement
CAREFULLY READ ALL THE TERMS AND CONDITIONS OF THIS NEO4J SUBSCRIPTION AGREEMENT (THIS “AGREEMENT”). BY AGREEING TO AN ORDER FORM INCORPORATING THIS AGREEMENT, CLICKING “I ACCEPT”, “CREATE”; PROCEEDING WITH THE INSTALLATION OF THE NEO4J ENTERPRISE SOFTWARE; OR USING THE SOFTWARE, YOU, AS AN AUTHORIZED REPRESENTATIVE OF YOUR COMPANY ON WHOSE BEHALF YOU INSTALL AND/OR USE THE SOFTWARE (“SUBSCRIBER”), ARE ACKNOWLEDGING YOU HAVE READ, UNDERSTAND AND ACCEPT THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS. IN THE EVENT OF A CONFLICT BETWEEN THIS AGREEMENT, A NEO4J ORDER FORM OR SOW, AND A SUBSCRIBER PURCHASE ORDER, THIS AGREEMENT, THE NEO4J ORDER FORM OR SOW SHALL GOVERN. IN THE EVENT OF ANY CONFLICT BETWEEN THIS AGREEMENT AND A NEO4J ORDER FORM OR SOW, THE ORDER FORM OR SOW SHALL GOVERN. THE EFFECTIVE DATE OF THIS AGREEMENT SHALL BE THE SUBSCRIPTION START DATE SET ON THE ORDER FORM (“EFFECTIVE DATE”).
- Scope of Agreement.
- This Agreement sets forth the terms and conditions under which Subscriber or its Affiliates may purchase from the Neo4j entity listed on an applicable Order Form (“Neo4j”) or its Affiliates: (i) subscription licenses to use proprietary commercial graph database products developed by Neo4j and made available to its subscribers for download through the Neo4j web site (the “Site”), and any future Software updates or upgrades thereto made available by Neo4j to Subscriber (all together the “Software”); (ii) support and maintenance services (“Support Services”); and (iii) implementation services, training or consulting services performed by Neo4j or its authorized representatives ("Consulting Services"). Support Services and Consulting Services are referred to herein collectively as “Services.” “Affiliate” shall mean an entity that directly or indirectly controls, is controlled by, or is under common control with such party. For purposes of this definition, “Control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. Subscriber is liable for its Affiliates’ compliance with this Agreement.
- Software and Services ordered by Subscriber for a particular use case (the “Project”) will be specified in one or more Order Form(s) and/or statement(s) of work (“SOW”). “Order Form” shall mean the ordering document specifying the Software and or Services to be provided entered between Neo4j and Subscriber or an Affiliate, including any addenda and supplements thereto. Each Order Form or SOW, when executed by an authorized representative of the parties or the appropriate Affiliate, shall constitute a separate agreement between the parties and each such Order Form or SOW shall be subject to all of the terms and conditions of this Agreement, except for any provisions herein which are modified in the Order Form or SOW.
- Grant of Limited License.
- Subject to Subscriber’s compliance with the terms and conditions of this Agreement and the applicable Order Form, Neo4j hereby grants Subscriber a nonexclusive revocable, non-transferable, non-sublicensable, internal license either on Subscriber’s premises or as hosted in Subscriber’s cloud environment, to use the Software solely for Subscriber’s business purposes in accordance with the Documentation. “Documentation” means Neo4j’s documentation and usage guides including standard installation materials, training materials, specifications and online help documents for the applicable Software and Service made generally available by Neo4j, as updated from time to time.
- Neo4j shall enable Subscriber to download the Software from the Site or shall otherwise make the Software electronically available to Subscriber. The Software is deemed accepted by Subscriber upon Neo4j making the Software (or the relevant update or upgrade) available to Subscriber, which will be made available to Subscriber in object code only.
- Neo4j or its licensors retain all right, title and interest in and to the Software and related Documentation and materials, including, without limitation, all patent, copyright, trademark, and trade secret rights embodied in, or otherwise applicable to the Software, whether such rights are registered or unregistered, and wherever in the world those rights may exist. Subscriber shall not commit any act or omission or permit or induce any third party to commit any act or omission inconsistent with Neo4j’s or its licensors’ rights, title and interest in and to the Software and the intellectual property rights embodied therein or applicable thereto. All materials embodied in, or comprising the Software, including, but not limited to, graphics, user and visual interfaces, images, code, applications, and text, as well as the design, structure, selection, coordination, expression, "look and feel", and arrangement of the Software and its content, and the trademarks, service marks, proprietary logos and other distinctive brand features found in the Software (“Neo4j Marks”), are all owned by Neo4j or its licensors; Subscriber is expressly prohibited from using or registering the Neo4j Marks. Title to the Software shall not pass from Neo4j to Subscriber, and the Software and all copies thereof shall at all times remain the sole and exclusive property of Neo4j. Subscriber shall reproduce all copyright and other proprietary notices in all copies of the Software. If Subscriber is permitted use of the Neo4j Marks, such use shall comply with the Neo4j Trademark Guidelines then in effect.
- All rights not expressly granted to Subscriber are reserved.
- Third party open-source software (“Open-Source Software”) that is utilized with or otherwise provided with the Software is subject to and licensed under the applicable third-party license terms which can be viewed at www.neo4j.com/thirdpartylicenses. These third-party license terms may contain additional rights benefiting you. Neo4j represents and warrants that the Open-Source Software, when used as delivered by Neo4j and unmodified by Subscriber in accordance with the license rights granted hereunder, does not require Subscriber to disclose, license, or make available at no charge Subscriber’s own proprietary source code.
- Subject to Subscriber’s compliance with the terms and conditions of this Agreement and the applicable Order Form, Neo4j hereby grants Subscriber a nonexclusive revocable, non-transferable, non-sublicensable, internal license either on Subscriber’s premises or as hosted in Subscriber’s cloud environment, to use the Software solely for Subscriber’s business purposes in accordance with the Documentation. “Documentation” means Neo4j’s documentation and usage guides including standard installation materials, training materials, specifications and online help documents for the applicable Software and Service made generally available by Neo4j, as updated from time to time.
- License Restrictions and Usage Limit Compliance.
- Subscriber may not, and will not permit or induce any third party to: (i) decompile, reverse engineer, disassemble or otherwise attempt to reconstruct or discover the source code, underlying ideas or algorithms of any components of the Software; (ii) alter, modify, translate, adapt in any way, or prepare any derivative work based upon the Software; (iii) rent, lease, sublicense, sell, distribute or otherwise transfer the Software or any copy thereof; (iv) use the Software to operate a service-bureau; (v) remove any proprietary notices from the Software or any Documentation or other materials furnished or made available hereunder; or (vi) 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) in the same Project or system identified on an Order Form in which Subscriber uses or has used the Software licensed hereunder, during the term of the Agreement and for thirty-six (36) months thereafter.
- Subscriber's Software deployment/installation is subject to limits based on term, metrics, and quantities including as may be found in the Neo4j Order Form ("Usage Limits"). Subscriber must accurately record and provide information to Neo4j about Software use/installation to verify compliance with the Usage Limits. Neo4j may request certification to verify compliance during the Subscription term and 12 months thereafter, which the Subscriber shall promptly provide using a Neo4j approved tool/method (the "Certification"). If Subscriber exceeds the Usage Limits ("Excessive Use"), Subscriber must pay the difference between the actual use and the Excessive Use based on Neo4j's rates as described in the most recent Order Form (the "Upgraded License Fee"). Neo4j may suspend or terminate the Agreement if Subscriber fails to pay the Upgraded License Fee within 30 days of certified Excessive Use or if Certification is not delivered within 30 days of Neo4j's request. Subscriber agrees that Neo4j is not liable for any costs related to Certification cooperation and acknowledges that exceeding Usage Limits is not permitted regardless of Certification requests.
- Subscriber acknowledges and agrees that Neo4j may collect and use Software Usage Data (defined below) for product, support and operations management, deployment review and optimization, and research and development purposes. Such Software Usage Data can be disabled at Subscriber’s discretion using the configuration setting set forth at Neo4j’s website at https://neo4j.com/docs/usage_data. “Software Usage Data” is information other than Subscriber Data/content uploaded in Neo4j Software that may be automatically collected and reported by the Software such as software version and edition, number of processors and memory on the server, and the number of nodes, relationships, labels and properties.
- Subscriber may not, and will not permit or induce any third party to: (i) decompile, reverse engineer, disassemble or otherwise attempt to reconstruct or discover the source code, underlying ideas or algorithms of any components of the Software; (ii) alter, modify, translate, adapt in any way, or prepare any derivative work based upon the Software; (iii) rent, lease, sublicense, sell, distribute or otherwise transfer the Software or any copy thereof; (iv) use the Software to operate a service-bureau; (v) remove any proprietary notices from the Software or any Documentation or other materials furnished or made available hereunder; or (vi) 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) in the same Project or system identified on an Order Form in which Subscriber uses or has used the Software licensed hereunder, during the term of the Agreement and for thirty-six (36) months thereafter.
- Fees and Payments.
- Fees shall be paid as set forth in the applicable Order Form and/or SoW in the currency as set forth therein. Payments may be made by check, wire transfer, or by such other means as Neo4j may specify from time-to-time. All fees specifically exclude (and Subscriber is responsible for) any and all applicable sales, use and other taxes, other than taxes based on Neo4j’s income. If all or any part of any payment owed to Neo4j under this Agreement is withheld, based upon a claim that such withholding is required pursuant to the tax laws of any country or its political subdivisions and/or any tax treaty between the country in which the Neo4j contracting entity is based and any such country, such payment shall be increased by the amount necessary to result in a net payment to Neo4j of the amounts otherwise payable under this Agreement. Any amounts due under this Agreement which are not paid within thirty (30) calendar days of their due date shall be subject to a late payment charge of the lower of: (i) 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); and (ii) the highest interest rate permitted by applicable law. Each party is responsible for its own expenses under this Agreement. Except as otherwise set forth herein, all fees payable under this Agreement are non-refundable and non-cancellable.
- Subscriber may elect to purchase certain Software and/or Consulting Services through an authorized reseller (“Reseller”) or elect to pay for the Software through a third party that processes Subscriber’s payments (each a “Payment Processor”). Subscriber’s obligation for payment to, and relationship with, such Reseller or Payment Processor is between Subscriber and such Reseller or Payment Processor. If Subscriber elects to use a Reseller or Payment Processor in connection with the Software and/or Services, Subscriber acknowledges and agrees that: (a) information about Subscriber, this Agreement and any orders may be disclosed to such Reseller or Payment Processor; (b) the termination provisions below will also apply if Subscriber’s Reseller or Payment Processor fails to pay applicable fees; and (c) Reseller is not authorized to make any changes to this Agreement or otherwise authorized to make any warranties, representations, promises or commitments on behalf of Neo4j or in any way concerning the Software or Services.
- Confidentiality.
- “Confidential Information” means any proprietary information that is marked “confidential” or “proprietary” or any other similar term or in relation to which its confidentiality should by its nature be inferred or, if disclosed orally, is identified as being confidential at the time of disclosure and, within two (2) weeks thereafter, is summarized, appropriately labeled and provided in tangible form, received by the other party during, or prior to entering into, this Agreement including, without limitation, the Software and any non-public technical and business information.
- Confidential Information does not include information that (i) is or becomes generally known to the public through no fault of or breach of this Agreement by the receiving party; (ii) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the receiving party without the use of the disclosing party’s Confidential Information; or (iv) the receiving party rightfully obtains from a third party without restriction on use or disclosure.
- The receiving party shall protect the secrecy of and prevent disclosure and unauthorized use of the disclosing party's Confidential Information using the same degree of care that it takes to protect its own confidential information and in no event shall use less than reasonable care. The receiving party of any Confidential Information of the other party agrees not to use such Confidential Information for any purpose except as necessary to fulfill its obligations and exercise its rights under this Agreement. The receiving party may disclose the Confidential Information of the disclosing party if required by judicial or administrative process, provided that the receiving party first provides the disclosing party prompt notice of such required disclosure (to the extent allowed). Upon termination or expiration of this Agreement, the receiving party will destroy (and provide written certification of such destruction) the disclosing party’s Confidential Information.
- “Confidential Information” means any proprietary information that is marked “confidential” or “proprietary” or any other similar term or in relation to which its confidentiality should by its nature be inferred or, if disclosed orally, is identified as being confidential at the time of disclosure and, within two (2) weeks thereafter, is summarized, appropriately labeled and provided in tangible form, received by the other party during, or prior to entering into, this Agreement including, without limitation, the Software and any non-public technical and business information.
- Warranties and Disclaimer of Warranties.
- Neo4j warrants that during the applicable Subscription Term, the Software, in the form provided by Neo4j under the Subscription, will perform in all material respects in accordance with the Documentation. In the event of a breach of the foregoing warranty, Neo4j’s sole obligation, and Subscriber’s exclusive remedy shall be for Neo4j to (i) correct any failure(s) of the Products to perform in all material respects in accordance with the Documentation or (ii) if Neo4j is unable to provide such a correction within thirty (30) days of receipt of notice of the applicable non-conformity, Subscriber may elect to terminate the associated Subscription, and Neo4j will promptly refund to Customer any pre-paid, unused fees paid by Subscriber to Neo4j for such Subscription, without prejudice to Subscriber’s other rights and remedies under French law subject to the provisions of this Agreement. The warranty set forth in this Section does not apply if the Software or any portion thereof: (a) has not been used, installed, operated, repaired, or maintained in accordance with this Agreement and/or the Documentation; or (b) is used on equipment, products, or systems not meeting specifications identified by Neo4j in the Documentation. Additionally, the warranties set forth herein only apply when notice of a warranty claim is provided to Neo4j during the applicable Subscription Term, and do not apply to any bug, defect or error caused by or attributable to software or hardware not supplied by Neo4j.
- Except as set forth in Section 6.1, the Software and Support Services are provided “As Is” without warranty of any kind and Neo4j makes no additional warranties, regarding or relating to the Software or Support Services provided to Customer under this Agreement. To the maximum extent permitted under applicable law and except as expressly stated otherwise in Section 8 below, Neo4j specifically disclaims all other warranties including fitness for a particular purpose and non- infringement with respect to the Software and/or Support Services provided to Subscriber under this Agreement.
- Indemnification. Neo4j will defend Subscriber against any claim, demand, suit or proceeding brought against Subscriber by a third-party alleging that Subscriber’s use of the Software or Services infringes on a third party’s intellectual property rights (a “Claim”), and pay any damages, attorney fees and costs finally awarded against Subscriber, or amounts awarded under a settlement against Subscriber and approved by Neo4j in writing, provided Subscriber (a) promptly gives Neo4j written notice of the Claim, (b) gives Neo4j sole control of the defense and settlement of the Claim (except that Neo4j may not settle any Claim unless it unconditionally releases Subscriber of all liability), and (c) gives Neo4j all reasonable assistance, at Neo4j ’s expense. If Neo4j receives information about an infringement claim related to the Software or Services, Neo4j may in its discretion and at no cost to Subscriber (i) modify the Software or Services so that they are no longer claimed to infringe, without breaching Neo4j ’s warranties under Section 6 above, (ii) obtain a license for Subscriber’s continued use of the Software or Services in accordance with this Agreement, or (iii) terminate the Services or Subscriber’s subscriptions for the Software upon thirty (30) days’ written notice and refund Subscriber for any prepaid fees covering the remainder of the term of the terminated Order Form or SOW. The above obligations do not apply if (i) the allegation does not state with specificity that the Software or Services are the basis of the Claim, (ii) a Claim arises from the use or combination of the Software or Services or any part thereof with other technologies, products or services not provided by Neo4j if use of the Software or Services would not infringe without such combination, (iii) the Claim arises from an Order Form or SOW for which there is no charge, (iv) the Claim is based on a modification of the Software or Services by anyone other than Neo4j; or (v) Subscriber is using the Software or Services in breach of this Agreement. This Section 7 states the Neo4j’s sole liability to, and Subscriber’s exclusive remedy against, Neo4j for any type of claim described in this Section 7.
- Limitation of Liability.
- Pursuant to Sections 1188 and 1231-3 of the French Civil Code, the parties agree that, in no event shall Subscriber or Neo4j or their respective Affiliates, be liable for any loss of profits, loss of use, business interruption, loss of data, cost of substitute goods or services, except for a party’s gross negligence (“faute lourde”) or willful misconduct (“dol”), or for any indirect damages of any kind in connection with or arising out of the performance of or failure re-perform this Agreement.
- Except with respect to (i) a party's breach of its obligations under Section 5, (ii) its gross negligence (“faute lourde”) or willful misconduct (“dol”), (iii) Neo4j's obligations under Section 7, (iv) amounts payable by Subscriber under Section 4 of this Agreement and each Order Form, and (v) Subscriber’s violations of the use restrictions set forth in this Agreement or any Addendum, in no event shall Neo4j’s or Subscriber's total and cumulative liability under any Order Form exceed the amount paid by Subscriber to Neo4j under this Agreement in connection with such Order Form in the twelve (12) months immediately prior to the first event giving rise to liability.
- The allocations of liability in this Section represent the agreed and bargained for understanding of the Parties, and the compensation of Neo4j for the Software and/or Support Services provided hereunder reflects such allocations.
- For the avoidance of doubt, this Section 8 applies also for Services and Support Services, if any under an applicable Order Form.
- Term and Termination.
- Subject to termination as set forth in this Section 9, the term of this Agreement will commence on the Effective Date and will continue for as long as any Software or Services are being provided to Subscriber under this Agreement.
- Either party may terminate this Agreement immediately without further notice if the other party breaches its obligations under this Agreement and does not remedy such breach within thirty (30) calendar days of receiving written notice of such breach from the non-breaching party.
- Upon termination of this Agreement: (i) the Software licenses granted under this Agreement shall immediately terminate and Subscriber shall cease to use the Software; (ii) Neo4j’s obligations to perform the Services shall immediately terminate; (iii) Subscriber shall pay Neo4j the full amount of any outstanding fees due hereunder unless breach is caused by Neo4j; and (iv) within ten (10) calendar days of such termination, each party shall destroy all confidential and/or proprietary information of the other party in its possession, and will not make or retain any copies of such information in any form, except that the receiving party may retain one (1) archival copy of such information, excluding the Software, solely for purposes of ensuring compliance with this Agreement. Notwithstanding the foregoing, the following terms shall survive the termination of this Agreement: Sections 2.3, 2.4, 2.5, 3 (License Restrictions), 4 (Fees & Payment), 5 (Confidentiality), 6.3, 7 (Indemnification), 8 (Limitation of Liability), this 9.3, and 10 (General Provisions).
- Subject to termination as set forth in this Section 9, the term of this Agreement will commence on the Effective Date and will continue for as long as any Software or Services are being provided to Subscriber under this Agreement.
- Obligations. Customer has had the opportunity to assess whether Neo4j’s Software and Support Services meet its business needs including, by review, of the Documentation, Support Services terms and other Services descriptions that have been made available by Neo4j. Neo4j acknowledges that, in pre-contract discussions, if any, it was obliged to inform the Subscriber about the capabilities of its Software relative to the Subscriber’s expressed needs. Subject to Subscriber communicating to Neo4j accurate and up to date information about its needs, Neo4j shall (i) inform, advise and warn the Subscriber in relation to Subscriber’s use of the Software, and Support Services relative to those needs; and (ii) suggest Neo4 solutions that may be better suited to those needs where it is reasonably appropriate to do so, (for example, volumes, IT architecture configurations and time constraints). Each party shall comply with all laws applicable to its performance of the Agreement and cooperate with the other in good faith in such performance.
- General Provisions. Subscriber may not assign or transfer this Agreement or the licenses granted hereunder without the prior written consent of Neo4j; any attempt to do so shall be void. Notwithstanding the foregoing, either Party may assign this Agreement in its entirety to (i) any of its Affiliates; (ii) a successor in interest to such Party by way of merger or consolidation; or (iii) a purchaser of all or substantially all the assets of such Party. This Agreement shall be binding on and inure to the benefit of the successors and permitted assigns of the Parties. Any notice, report, approval or consent required or permitted hereunder shall be in writing. No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise. If any provision of this Agreement be adjudged 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. The Agreement shall be governed by the laws of France, excluding its conflicts of law rules and the United Nations Conventions of Contracts for the International Sale of Goods (UNICISG), and the Parties consent to the exclusive jurisdiction of a court competent jurisdiction in Paris, France. Any waivers or amendments shall be effective only if made in writing and signed by both Parties. 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. Subscriber agrees to comply with all U.S. and foreign export control laws and regulations applicable to the Software. This Agreement (including any Order Forms or SOWs) is the complete and exclusive statement of the mutual understanding of the Parties and supersedes all previous written or oral agreements or communication relating to the subject matter of this Agreement.
Neo4j Subscription Agreement (North America/LatAm/APAC)
Effective September 23rd 2024
DownloadTable of Contents
Neo4j Subscription Agreement
CAREFULLY READ ALL THE TERMS AND CONDITIONS OF THIS NEO4J SUBSCRIPTION AGREEMENT (THIS “AGREEMENT”). BY AGREEING TO AN ORDER FORM INCORPORATING THIS AGREEMENT, CLICKING “I ACCEPT”, “CREATE”; PROCEEDING WITH THE INSTALLATION OF THE NEO4J ENTERPRISE SOFTWARE; OR USING THE SOFTWARE, YOU, AS AN AUTHORIZED REPRESENTATIVE OF YOUR COMPANY ON WHOSE BEHALF YOU INSTALL AND/OR USE THE SOFTWARE (“SUBSCRIBER”), ARE ACKNOWLEDGING YOU HAVE READ, UNDERSTAND AND ACCEPT THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS. IN THE EVENT OF A CONFLICT BETWEEN THIS AGREEMENT, A NEO4J ORDER FORM OR SOW, AND A SUBSCRIBER PURCHASE ORDER, THIS AGREEMENT, THE NEO4J ORDER FORM OR SOW SHALL GOVERN. IN THE EVENT OF ANY CONFLICT BETWEEN THIS AGREEMENT AND A NEO4J ORDER FORM OR SOW, THE ORDER FORM OR SOW SHALL GOVERN. THE EFFECTIVE DATE OF THIS AGREEMENT SHALL BE THE SUBSCRIPTION START DATE SET ON THE ORDER FORM (“EFFECTIVE DATE”).
- Scope of Agreement.
- This Agreement sets forth the terms and conditions under which Subscriber or its Affiliates may purchase from the Neo4j entity listed on an applicable Order Form (“Neo4j”) or its Affiliates: (i) subscription licenses to use proprietary commercial graph database products developed by Neo4j and made available to its subscribers for download through the Neo4j web site (the “Site”), and any future Software updates or upgrades thereto made available by Neo4j to Subscriber (all together the “Software”); (ii) support and maintenance services (“Support Services”); and (iii) implementation services, training or consulting services performed by Neo4j or its authorized representatives ("Consulting Services"). Support Services and Consulting Services are referred to herein collectively as “Services.” “Affiliate” shall mean an entity that directly or indirectly controls, is controlled by, or is under common control with such party. For purposes of this definition, “Control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. Subscriber is liable for its Affiliates’ compliance with this Agreement.
- Software and Services ordered by Subscriber for a particular use case (the “Project”) will be specified in one or more Order Form(s) and/or statement(s) of work (“SOW”). “Order Form” shall mean the ordering document specifying the Software and or Services to be provided entered between Neo4j and Subscriber or an Affiliate, including any addenda and supplements thereto. Each Order Form or SOW, when executed by an authorized representative of the parties or the appropriate Affiliate, shall constitute a separate agreement between the parties and each such Order Form or SOW shall be subject to all of the terms and conditions of this Agreement, except for any provisions herein which are modified in the Order Form or SOW.
- Grant of Limited License.
- Subject to Subscriber’s compliance with the terms and conditions of this Agreement and the applicable Order Form, Neo4j hereby grants Subscriber a nonexclusive revocable, non-transferable, non-sublicensable, internal license either on Subscriber’s premises or as hosted in Subscriber’s cloud environment, to use the Software solely for Subscriber’s business purposes in accordance with the Documentation. “Documentation” means Neo4j’s documentation and usage guides including standard installation materials, training materials, specifications and online help documents for the applicable Software and Service made generally available by Neo4j, as updated from time to time.
- Neo4j shall enable Subscriber to download the Software from the Site or shall otherwise make the Software electronically available to Subscriber. The Software is deemed accepted by Subscriber upon Neo4j making the Software (or the relevant update or upgrade) available to Subscriber, which will be made available to Subscriber in object code only.
- Neo4j or its licensors retain all right, title and interest in and to the Software and related Documentation and materials, including, without limitation, all patent, copyright, trademark, and trade secret rights embodied in, or otherwise applicable to the Software, whether such rights are registered or unregistered, and wherever in the world those rights may exist. Subscriber shall not commit any act or omission or permit or induce any third party to commit any act or omission inconsistent with Neo4j’s or its licensors’ rights, title and interest in and to the Software and the intellectual property rights embodied therein or applicable thereto. All materials embodied in, or comprising the Software, including, but not limited to, graphics, user and visual interfaces, images, code, applications, and text, as well as the design, structure, selection, coordination, expression, "look and feel", and arrangement of the Software and its content, and the trademarks, service marks, proprietary logos and other distinctive brand features found in the Software (“Neo4j Marks”), are all owned by Neo4j or its licensors; Subscriber is expressly prohibited from using or registering the Neo4j Marks. Title to the Software shall not pass from Neo4j to Subscriber, and the Software and all copies thereof shall at all times remain the sole and exclusive property of Neo4j. Subscriber shall reproduce all copyright and other proprietary notices in all copies of the Software. If Subscriber is permitted use of the Neo4j Marks, such use shall comply with the Neo4j Trademark Guidelines then in effect.
- All rights not expressly granted to Subscriber are reserved.
- Third party open-source software (“Open-Source Software”) that is utilized with or otherwise provided with the Software is subject to and licensed under the applicable third-party license terms which can be viewed at www.neo4j.com/thirdpartylicenses. These third-party license terms may contain additional rights benefiting you. Neo4j represents and warrants that the Open-Source Software, when used as delivered by Neo4j and unmodified by Subscriber in accordance with the license rights granted hereunder, does not require Subscriber to disclose, license, or make available at no charge Subscriber’s own proprietary source code.
- Subject to Subscriber’s compliance with the terms and conditions of this Agreement and the applicable Order Form, Neo4j hereby grants Subscriber a nonexclusive revocable, non-transferable, non-sublicensable, internal license either on Subscriber’s premises or as hosted in Subscriber’s cloud environment, to use the Software solely for Subscriber’s business purposes in accordance with the Documentation. “Documentation” means Neo4j’s documentation and usage guides including standard installation materials, training materials, specifications and online help documents for the applicable Software and Service made generally available by Neo4j, as updated from time to time.
- License Restrictions and Usage Limit Compliance.
- Subscriber may not, and will not permit or induce any third party to: (i) decompile, reverse engineer, disassemble or otherwise attempt to reconstruct or discover the source code, underlying ideas or algorithms of any components of the Software; (ii) alter, modify, translate, adapt in any way, or prepare any derivative work based upon the Software; (iii) rent, lease, sublicense, sell, distribute or otherwise transfer the Software or any copy thereof; (iv) use the Software to operate a service-bureau; (v) remove any proprietary notices from the Software or any Documentation or other materials furnished or made available hereunder; or (vi) 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) in the same Project or system identified on an Order Form in which Subscriber uses or has used the Software licensed hereunder, during the term of the Agreement and for thirty-six (36) months thereafter.
- Subscriber's Software deployment/installation is subject to limits based on term, metrics, and quantities including as may be found in the Neo4j Order Form ("Usage Limits"). Subscriber must accurately record and provide information to Neo4j about Software use/installation to verify compliance with the Usage Limits. Neo4j may request certification to verify compliance during the Subscription term and 12 months thereafter, which the Subscriber shall promptly provide using a Neo4j approved tool/method (the "Certification"). If Subscriber exceeds the Usage Limits ("Excessive Use"), Subscriber must pay the difference between the actual use and the Excessive Use based on Neo4j's rates as described in the most recent Order Form (the "Upgraded License Fee"). Neo4j may suspend or terminate the Agreement if Subscriber fails to pay the Upgraded License Fee within 30 days of certified Excessive Use or if Certification is not delivered within 30 days of Neo4j's request. Subscriber agrees that Neo4j is not liable for any costs related to Certification cooperation and acknowledges that exceeding Usage Limits is not permitted regardless of Certification requests.
- Subscriber acknowledges and agrees that Neo4j may collect and use Software Usage Data (defined below) for product, support and operations management, deployment review and optimization, and research and development purposes. Such Software Usage Data can be disabled at Subscriber’s discretion using the configuration setting set forth at Neo4j’s website at https://neo4j.com/docs/usage_data. “Software Usage Data” is information other than Subscriber Data/content uploaded in Neo4j Software that may be automatically collected and reported by the Software such as software version and edition, number of processors and memory on the server, and the number of nodes, relationships, labels and properties.
- Subscriber may not, and will not permit or induce any third party to: (i) decompile, reverse engineer, disassemble or otherwise attempt to reconstruct or discover the source code, underlying ideas or algorithms of any components of the Software; (ii) alter, modify, translate, adapt in any way, or prepare any derivative work based upon the Software; (iii) rent, lease, sublicense, sell, distribute or otherwise transfer the Software or any copy thereof; (iv) use the Software to operate a service-bureau; (v) remove any proprietary notices from the Software or any Documentation or other materials furnished or made available hereunder; or (vi) 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) in the same Project or system identified on an Order Form in which Subscriber uses or has used the Software licensed hereunder, during the term of the Agreement and for thirty-six (36) months thereafter.
- Fees and Payments.
- Fees shall be paid as set forth in the applicable Order Form and/or SoW in the currency as set forth therein. Payments may be made by check, wire transfer, or by such other means as Neo4j may specify. All fees exclude (and Subscriber is responsible for) any and all applicable sales, use and other taxes, other than taxes based on Neo4j’s income. If all or any part of any payment owed to Neo4j under this Agreement is withheld, based upon a claim that such withholding is required pursuant to the tax laws of any country or its political subdivisions and/or any tax treaty between the country in which the Neo4j contracting entity is based and any such country, such payment shall be increased by the amount necessary to result in a net payment to Neo4j of the amounts otherwise payable under this Agreement. Any amounts due under this Agreement which are not paid on or prior to their due date shall be subject to a late payment charge of the lower of: (i) 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); and (ii) the highest interest rate permitted by applicable law. Each party is responsible for its own expenses under this Agreement. Except as otherwise set forth herein, all fees payable under this Agreement are non-refundable and non-cancellable.
- Subscriber may elect to purchase Software and/or Consulting Services through an authorized reseller (“Reseller”) or elect to pay for the Software through a third party that processes Subscriber’s payments (each a “Payment Processor”). Subscriber’s obligation for payment to, and relationship with, such Reseller or Payment Processor is between Subscriber and such Reseller or Payment Processor. If Subscriber elects to use a Reseller or Payment Processor in connection with the Software and/or Services, Subscriber acknowledges and agrees that: (a) information about Subscriber, this Agreement and any orders may be disclosed to such Reseller or Payment Processor; (b) the termination provisions below will also apply if Subscriber’s Reseller or Payment Processor fails to pay applicable fees; and (c) Reseller is not authorized to make any changes to this Agreement or otherwise authorized to make any warranties, representations, promises or commitments on behalf of Neo4j or in any way concerning the Software or Services.
- Confidentiality.
- “Confidential Information” means any proprietary information that is marked “confidential” or “proprietary” or any other similar term or in relation to which its confidentiality should by its nature be inferred or, if disclosed orally, is identified as being confidential at the time of disclosure and, within two (2) weeks thereafter, is summarized, appropriately labeled and provided in tangible form, received by the other party during, or prior to entering into, this Agreement including, without limitation, the Software and any non-public technical and business information.
- Confidential Information does not include information that (i) is or becomes generally known to the public through no fault of or breach of this Agreement by the receiving party; (ii) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the receiving party without the use of the disclosing party’s Confidential Information; or (iv) the receiving party rightfully obtains from a third party without restriction on use or disclosure.
- The receiving party shall protect the secrecy of and prevent disclosure and unauthorized use of the disclosing party's Confidential Information using the same degree of care that it takes to protect its own confidential information and in no event shall use less than reasonable care. The receiving party of any Confidential Information of the other party agrees not to use such Confidential Information for any purpose except as necessary to fulfill its obligations and exercise its rights under this Agreement. The receiving party may disclose the Confidential Information of the disclosing party if required by judicial or administrative process, provided that the receiving party first provides the disclosing party prompt notice of such required disclosure (to the extent allowed). Upon termination or expiration of this Agreement, the receiving party will destroy (and provide written certification of such destruction) the disclosing party’s Confidential Information.
- “Confidential Information” means any proprietary information that is marked “confidential” or “proprietary” or any other similar term or in relation to which its confidentiality should by its nature be inferred or, if disclosed orally, is identified as being confidential at the time of disclosure and, within two (2) weeks thereafter, is summarized, appropriately labeled and provided in tangible form, received by the other party during, or prior to entering into, this Agreement including, without limitation, the Software and any non-public technical and business information.
- Warranties and Disclaimer of Warranties.
- Each party represents and warrants to the other party that: (i) it has the full power and authority to enter into this Agreement and to carry out its obligations under this Agreement; and (ii) it has complied, and will in the future comply, with all laws, rules and regulations applicable to it in connection with its execution, delivery and performance of this Agreement.
- Neo4j represents and warrants to Subscriber that the Software will materially conform to Neo4j’s Documentation for a period of ninety (90) calendar days from the date the Software is first made available to Subscriber (the “Warranty Period”). Subscriber’s sole and exclusive remedy, and Neo4j’s sole and exclusive liability for any breach of this warranty will be, at Neo4j’s sole discretion, to either fix the Software or refund the applicable Software subscription fees paid by Subscriber, in each case on condition that Subscriber notifies Neo4j in writing of any alleged breach of this warranty within the Warranty Period. This warranty is null and void to the extent the Software: (i) fails to conform with this warranty as a result of its use with any third-party hardware, software, or services; (ii) is not upgraded to the currently supported version; or (iii) is used other than in accordance with the Documentation or is otherwise used in breach of this Agreement.
- EXCEPT AS EXPRESSLY SET FORTH ABOVE IN THIS SECTION 6 AND TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW: (I) THE SOFTWARE AND SERVICES ARE PROVIDED TO SUBSCRIBER ON AN “AS IS” BASIS, WITH ANY AND ALL FAULTS, AND WITHOUT ANY WARRANTY OF ANY KIND; AND (II) NEO4J EXPRESSLY DISCLAIMS ALL IMPLIED OR STATUTORY WARRANTIES INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. NEO4J DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE OR SERVICES WILL BE CORRECTED.
- Indemnification. Neo4j will defend Subscriber against any claim, demand, suit or proceeding brought against Subscriber by a third-party alleging that Subscriber’s use of the Software or Services infringes on a third party’s intellectual property rights (a “Claim”), and pay any damages, attorney fees and costs finally awarded against Subscriber, or amounts awarded under a settlement against Subscriber and approved by Neo4j in writing, provided Subscriber (a) promptly gives Neo4j written notice of the Claim, (b) gives Neo4j sole control of the defense and settlement of the Claim (except that Neo4j may not settle any Claim unless it unconditionally releases Subscriber of all liability), and (c) gives Neo4j all reasonable assistance, at Neo4j ’s expense. If Neo4j receives information about an infringement claim related to the Software or Services, Neo4j may in its discretion and at no cost to Subscriber (i) modify the Software or Services so that they are no longer claimed to infringe, without breaching Neo4j ’s warranties under Section 6 above, (ii) obtain a license for Subscriber’s continued use of the Software or Services in accordance with this Agreement, or (iii) terminate the Services or Subscriber’s subscriptions for the Software upon thirty (30) days’ written notice and refund Subscriber for any prepaid fees covering the remainder of the term of the terminated Order Form or SOW. The above obligations do not apply if (i) the allegation does not state with specificity that the Software or Services are the basis of the Claim, (ii) a Claim arises from the use or combination of the Software or Services or any part thereof with other technologies, products or services not provided by Neo4j if use of the Software or Services would not infringe without such combination, (iii) the Claim arises from an Order Form or SOW for which there is no charge, (iv) the Claim is based on a modification of the Software or Services by anyone other than Neo4j; or (v) Subscriber is using the Software or Services in breach of this Agreement. This Section 7 states the Neo4j’s sole liability to, and Subscriber’s exclusive remedy against, Neo4j for any type of claim described in this Section 7.
- Limitation of Liability.
- SUBJECT TO SECTION 8.3, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES, SHALL ANY NEO4J PARTY OR SUBSCRIBER, BE LIABLE TO NEO4J, SUBSCRIBER, 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, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, USE AND/OR INABILITY TO USE THE SOFTWARE OR SERVICES, REGARDLESS OF THE LEGAL THEORY UPON WHICH ANY CLAIM FOR SUCH DAMAGES IS BASED AND EVEN IF THE RELEVANT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).
- SUBJECT TO SECTION 8.3, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL THE NEO4J PARTIES’ OR SUBSCRIBER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES PAID AND PAYABLE BY SUBSCRIBER TO NEO4J UNDER THE APPLICABLE ORDER FORM OR SOW DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES.
- The limitations in section 8.1 and 8.2 hereof, shall not apply to the extent arising from (i) a party’s fraud or willful misconduct, (ii) gross negligence in the provision of implementation or configuration services that results in physical harm or property damage, (iii) breach of confidentiality obligations, (iv) breach of the licenses granted herein. THE PARTIES AGREE THAT THESE LIMITATIONS SHALL APPLY EVEN IF THIS AGREEMENT OR ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. The sections of this Agreement that address indemnification, limitation of liability and disclaimer of warranties allocate the risk between the parties and is an essential element of the basis of the bargain between the parties.
- SUBJECT TO SECTION 8.3, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES, SHALL ANY NEO4J PARTY OR SUBSCRIBER, BE LIABLE TO NEO4J, SUBSCRIBER, 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, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, USE AND/OR INABILITY TO USE THE SOFTWARE OR SERVICES, REGARDLESS OF THE LEGAL THEORY UPON WHICH ANY CLAIM FOR SUCH DAMAGES IS BASED AND EVEN IF THE RELEVANT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).
- Term and Termination.
- Subject to termination as set forth in this Section 9, the term of this Agreement will commence on the Effective Date and will continue for as long as any Software or Services are being provided to Subscriber under this Agreement.
- Either party may terminate this Agreement immediately without further notice if the other party breaches its obligations under this Agreement and does not remedy such breach within thirty (30) calendar days of receiving written notice of such breach from the non-breaching party.
- Upon termination of this Agreement: (i) the Software licenses granted under this Agreement shall immediately terminate and Subscriber shall cease to use the Software; (ii) Neo4j’s obligations to perform the Services shall immediately terminate; (iii) Subscriber shall pay Neo4j the full amount of any outstanding fees due hereunder unless breach is caused by Neo4j; and (iv) within ten (10) calendar days of such termination, each party shall destroy all confidential and/or proprietary information of the other party in its possession, and will not make or retain any copies of such information in any form, except that the receiving party may retain one (1) archival copy of such information, excluding the Software, solely for purposes of ensuring compliance with this Agreement. Notwithstanding the foregoing, the following terms shall survive the termination of this Agreement: Sections 2.3, 2.4, 2.5, 3 (License Restrictions), 4 (Fees & Payment), 5 (Confidentiality), 6.3, 7 (Indemnification), 8 (Limitation of Liability), this 9.3, and 10 (General Provisions).
- Subject to termination as set forth in this Section 9, the term of this Agreement will commence on the Effective Date and will continue for as long as any Software or Services are being provided to Subscriber under this Agreement.
- General Provisions. Subscriber may not assign or transfer this Agreement or the licenses granted hereunder without the prior written consent of Neo4j; any attempt to do so shall be void. Notwithstanding the foregoing, either Party may assign this Agreement in its entirety to (i) any of its Affiliates; (ii) a successor in interest to such Party by way of merger or consolidation; or (iii) a purchaser of all or substantially all the assets of such Party. This Agreement shall be binding on and inure to the benefit of the successors and permitted assigns of the Parties. Any notice, report, approval or consent required or permitted hereunder shall be in writing. No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise. If any provision of this Agreement be adjudged 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. The 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 San Francisco, California, without regard to the United Nations Convention on the International Sale of Goods. Any waivers or amendments shall be effective only if made in writing and signed by both Parties. 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. Subscriber agrees to comply with all U.S. and foreign export control laws and regulations applicable to the Software. Subscriber agrees, represents, and warrants it will not download and/or use the Software and/or Documentation and the underlying technology if it is in (or a national or resident of) any country to which the U.S. has embargoed goods or is on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. This Agreement (including any Order Forms or SOWs) is the complete and exclusive statement of the mutual understanding of the Parties and supersedes all previous written or oral agreements or communication relating to the subject matter of this Agreement.