Diagrid terms of service

Summary of key terms

This summary is provided for convenience only. It is not part of the agreement between you and Diagrid, does not modify the Terms below, and is qualified in its entirety by them.

• You can use the free Cloud tier and Diagrid Conductor without a payment method, or start a 14-day free trial of a paid deployment type.
• If you provide a payment method or buy through a cloud marketplace, your free trial converts to a paid subscription when the trial ends and you will be charged automatically. Paid online subscriptions renew automatically until you cancel.
• You can cancel an online subscription at any time in the Diagrid console, or in the marketplace where you purchased. Cancellation takes effect at the end of the billing period you have already paid for, and we do not refund partial periods.
• Enterprise Server (self-managed / on-premises) is ordered through a signed Order Form that references these Terms and is delivered with a support subscription; its fees and term are set in that Order Form.
• With BYOC and Enterprise Server, your own cloud or infrastructure costs are separate from and in addition to what you pay Diagrid.
• The Service is for business use only. These Terms include a jury trial waiver and a class action waiver in Section 20.3.

1. ABOUT THESE TERMS

1.1 These Terms. These Terms of Service (the "Terms") form a binding agreement between Diagrid, Inc. ("Diagrid," "we," or "us") and the entity or individual that registers for, subscribes to, orders, or uses the Service ("you" or "Customer"). These Terms apply to every deployment model described in Section 3.1 and to Diagrid Conductor, whether you accept them online or by signing an Order Form that references them.

1.2 How you accept. You accept these Terms by either of the following, each of which is equally binding: (a) ONLINE ACCEPTANCE — CLICKING "I AGREE," "START FOR FREE," "SUBSCRIBE," OR A SIMILAR CONTROL; REGISTERING FOR AN ACCOUNT; STARTING A FREE TRIAL; COMPLETING CHECKOUT ON THE WEBSITE; SUBSCRIBING THROUGH A MARKETPLACE; OR ACCESSING OR USING THE SERVICE; OR (b) SIGNED ORDER FORM — EXECUTING AN ORDER FORM THAT REFERENCES OR INCORPORATES THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICE.

1.3 Authority. You represent and warrant that you have the legal capacity and authority to enter into these Terms. If you accept these Terms on behalf of a company or other legal entity, "you" and "Customer" mean that entity, and you represent that you are authorized to bind it.

1.4 Business use only. The Service is offered solely for business and commercial purposes and is not intended for personal, family, or household use. You represent that you are acquiring the Service for use in your trade or business and not as a consumer.

1.5 Relationship to negotiated agreements. If you and Diagrid separately execute a master subscription agreement or other negotiated agreement covering the Service (a "Negotiated Agreement"), that agreement governs the subscriptions it covers as of its effective date and supersedes these Terms as to those subscriptions. These Terms continue to govern any subscription, deployment, or product that the Negotiated Agreement does not cover, including your use of Diagrid Conductor.

1.6 Incorporated documents. The following are incorporated into and form part of these Terms: (a) the Diagrid Acceptable Use Policy (the "AUP"); (b) the Diagrid Support Policy (the "Support Policy"); (c) the Diagrid Service Level Agreement (the "SLA"); (d) the Diagrid Data Processing Addendum (the "DPA"); and (e) your Order Confirmation or Order Form. Copies of the AUP, Support Policy, SLA, and DPA are available on request by contacting legal@diagrid.io. Section 20.11 governs any conflict among them.

2. DEFINITIONS

"Account" means the Diagrid account you register in order to access the Service.

"Beta Features" means features made available and identified as beta, preview, alpha, or early access.

"Billing Period" means the recurring period for which Fees are charged in advance: one month for monthly subscriptions and one year for annual subscriptions.

"Catalyst" means the Diagrid Catalyst platform and related software, in the deployment model, Deployment Size, concurrency entitlement, and Support Tier identified in your Order.

"Conductor" means Diagrid Conductor, the managed Dapr offering described in Section 12, made available at no charge.

"Console" means the Diagrid customer console through which you configure, manage, and cancel your subscription.

"Customer Cloud Environment" means the cloud account, subscription, or project you control with a cloud infrastructure provider, in which the BYOC data plane operates.

"Customer Infrastructure" means in the case of an Enterprise Server deployment, the hardware, virtualized, or cloud infrastructure that you own or control and on which you install and operate the Service.

"Customer Data" means data, content, and information you or your Users submit to, or process using, the Service.

"Deployment Size" means the capacity tier you select (for example, Small, Medium, Large, or X-Large), as described on the Website.

"Documentation" means the technical and user documentation Diagrid makes available for the Service.

"Enterprise Server" means the self-managed / on-premises deployment model of Catalyst, which you install and operate on Customer Infrastructure, as described in Section 10.

"Fees" means the amounts payable for your subscription, as described in Section 5.

"Free Tier" means the free, multi-tenant Cloud sandbox described in Section 3.5.

"Free Trial" means a no-fee evaluation period for a paid deployment model, as described in Section 4.

"Marketplace" means a third-party cloud marketplace through which the Service may be purchased, and "Marketplace Operator" means the operator of that Marketplace.

"Order" means an order for the Service, being an Online Order, a Marketplace Order, or an Order Form. An "Online Order" is an order you place at checkout on the Website or in the Console; a "Marketplace Order" is an order you place through a Marketplace.

"Order Form" means an ordering document executed by both you and Diagrid that references or incorporates these Terms and sets out the deployment model, products, fees, term, and other commercial terms of your subscription. Order Forms are used for Enterprise Server and may be used for other deployment models.

"Order Confirmation" means the confirmation Diagrid issues for an Online Order, stating your plan, Fees, Billing Period, Subscription Term, renewal date, and how to cancel.

"Service" means Catalyst, in the deployment model, Deployment Size, concurrency entitlement, and Support Tier identified in your Order. References to the Service do not include Conductor, which is governed separately by Section 12, except where these Terms expressly state otherwise.

"Subscription Term" means the initial term of your paid subscription and each renewal term, as identified in your Order Confirmation or Order Form.

"Support Tier" means the level of support you select: Standard, Select, or Premium through online self-service checkout, or Premium+ (Custom) through an Order Form.

"Users" means your employees, contractors, and agents whom you authorize to use the Service under your Account.

"Website" means diagrid.io and its subdomains.

3. YOUR SUBSCRIPTION

3.1 Products and deployment models. Diagrid Catalyst is offered in the following deployment models, as further described on the Website and in the Documentation:

1. Dedicated Cloud — a single-tenant deployment hosted and fully managed by Diagrid in Diagrid's cloud environment, with compute, storage, and networking included in the Fees;
2. BYOC (Bring Your Own Cloud) — a deployment in which the data plane operates in your Customer Cloud Environment and the control plane is operated by Diagrid, subject to Section 9; and
3. Enterprise Server — a self-managed / on-premises deployment that you install and operate on Customer Infrastructure, including in air-gapped and disconnected environments, ordered through an Order Form and subject to Section 10.

In addition, Diagrid makes available a free Cloud offering (the Free Tier) described in Section 3.5, and Diagrid Conductor, a separate free offering governed by Section 11. The Free Tier and Conductor are not paid deployment models and are provided on the terms stated in Sections 3.5 and 11, respectively.

3.2 Right to use. Subject to your compliance with these Terms and payment of all Fees, Diagrid grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during your Subscription Term, solely for your internal business purposes and within the scope of use identified in your Order and the Documentation. For Enterprise Server, this right is a license to install and operate the Service on Customer Infrastructure as further described in Section 10. Your Account may be used only by the legal entity that registered it or is named in the Order Form; use by affiliates requires a separate Order or Diagrid's prior written consent.

3.3 Plan configuration and sizing. For Dedicated Cloud and BYOC, you configure your subscription at checkout by selecting a deployment model, Deployment Size, concurrent workflow entitlement, Support Tier, and Billing Period; for Enterprise Server, these are set in your Order Form. Deployment Sizes are Small, Medium, Large, and X-Large. The Standard, Select, and Premium Support Tiers are available through online self-service checkout; the Premium+ (Custom) Support Tier is available only through an Order Form, as described on the Website and in the Support Policy. Subscriptions are sized for concurrency: Diagrid does not separately meter or charge for the number of workflow or activity executions, subject to Section 3.4 and the AUP. Any amount shown by a pricing calculator, configurator, or similar estimating tool is an estimate provided for planning purposes only. It is not an offer or a quote and is not binding on either party until you submit an Online Order and Diagrid issues an Order Confirmation, or the parties execute an Order Form.

3.4 Capacity, upgrades, and downgrades. Your subscription entitles you to the Deployment Size and concurrency identified in your Order. If your actual usage exceeds that entitlement, Diagrid may (a) notify you and require you to upgrade to the appropriate plan, effective at the start of the next Billing Period or, at Diagrid's election, immediately on a prorated basis, and (b) throttle, queue, or otherwise limit capacity to the entitlement you purchased. You may upgrade at any time, effective immediately, with a prorated charge for the remainder of the current Billing Period. Downgrades take effect at the start of the next Billing Period and do not entitle you to a refund.

3.5 Free Tier (Cloud). Diagrid makes a free, multi-tenant Cloud offering available as a sandbox for development, evaluation, and non-critical workloads (the "Free Tier"). The Free Tier is subject to the usage limits published on the Website or in the Documentation and requires no payment method. THE FREE TIER IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY, INDEMNITY, SUPPORT, OR SERVICE LEVEL COMMITMENT OF ANY KIND. Diagrid may modify, limit, suspend, or discontinue the Free Tier at any time without notice, and may terminate a Free Tier Account that has been inactive for ninety (90) days or more.

4. FREE TRIALS AND CONVERSION TO A PAID SUBSCRIPTION

4.1 Free Trial. Diagrid may offer a Free Trial of a paid deployment type for the period stated at checkout, currently fourteen (14) days. Unless stated otherwise at checkout, a Free Trial is limited to one per customer and its affiliates per deployment type, and begins when the trial environment is provisioned. Diagrid may condition a Free Trial on your providing a valid payment method or an active Marketplace entitlement.

4.2 Disclosure before you provide billing information. Before you provide or confirm billing information, Diagrid will present to you, clearly and conspicuously and in visual proximity to the request for your consent: (a) the deployment type, Deployment Size, concurrency entitlement, and Support Tier you have selected; (b) the Fees, the Billing Period, and the amount or range of amounts you will be charged; (c) the length of the initial Subscription Term and of each renewal term; (d) that your subscription renews automatically and that your payment method will be charged on a recurring basis until you cancel; (e) if a Free Trial applies, the length of the Free Trial, the date charges will begin, and the amount that will be charged; and (f) how to cancel. Your act of clicking to accept and completing checkout is your express affirmative consent to those terms and to these Terms.

4.3 Conversion to a paid subscription. IF YOU PROVIDE A PAYMENT METHOD OR AN ACTIVE MARKETPLACE ENTITLEMENT IN CONNECTION WITH A FREE TRIAL, YOUR TRIAL WILL AUTOMATICALLY CONVERT TO A PAID SUBSCRIPTION AT THE END OF THE FREE TRIAL PERIOD, YOUR INITIAL SUBSCRIPTION TERM WILL BEGIN, AND YOU WILL BE CHARGED THE APPLICABLE FEES, UNLESS YOU CANCEL BEFORE THE FREE TRIAL ENDS. Diagrid will email you at least seven (7) days before the Free Trial ends, stating the date it ends, the plan and amount that will be charged, the Billing Period, and how to cancel.

4.4 If you do not provide a payment method. If you have not provided a payment method or an active Marketplace entitlement, your trial subscription will expire at the end of the Free Trial period without charge. Diagrid may then suspend and delete the trial environment and the associated Customer Data in accordance with Section 8.5.

4.5 Cancelling a Free Trial. You may cancel a Free Trial at any time before it ends, without charge, in the Console or, for Marketplace Orders, through the Marketplace, in each case using a mechanism no more burdensome than the one by which you started the Free Trial.

4.6 Exclusions. Free Trials are excluded from the SLA, Section 16.1 (Limited warranty), and Section 17.2 (Indemnification by Diagrid). Support during a Free Trial is provided on a commercially reasonable efforts basis only.

5. FEES, BILLING, AND PAYMENT

5.1 Fees. For Online Orders, the Fees are those presented to you at checkout and confirmed in your Order Confirmation, based on Diagrid's then-current list pricing published on the Website for the deployment type, Deployment Size, concurrency entitlement, Support Tier, and Billing Period you select. For Marketplace Orders, the Fees are those set out in the applicable Marketplace listing or private offer. All Fees are stated and payable in United States dollars.

5.2 Payment authorization for Online Orders. BY SUBMITTING AN ONLINE ORDER, OR BY PROVIDING A PAYMENT METHOD IN CONNECTION WITH A FREE TRIAL, YOU AUTHORIZE DIAGRID AND ITS PAYMENT PROCESSOR TO CHARGE THAT PAYMENT METHOD FOR ALL FEES AND APPLICABLE TAXES ON A RECURRING BASIS AT THE START OF EACH BILLING PERIOD, AND UPON CONVERSION OF A FREE TRIAL, UNTIL YOU CANCEL UNDER SECTION 6.2. You represent that you are authorized to use the payment method you provide, and you agree to keep your payment information accurate, complete, and current. Diagrid uses a third-party payment processor and does not store complete payment card numbers.

5.3 Marketplace Orders. If you purchase through a Marketplace: (a) the Marketplace Operator bills and collects all Fees under your agreement with it, and Sections 5.2 and 5.5 do not apply to those Fees; (b) refunds, credits, cancellations, and billing disputes are governed by the Marketplace Operator's terms and must be pursued through the Marketplace; (c) you authorize Diagrid to exchange with the Marketplace Operator the account, subscription, entitlement, and usage information necessary to provision, meter, bill, and support your subscription; and (d) your access to the Service depends on the Marketplace Operator confirming an active, paid entitlement, and Diagrid may suspend or terminate access if that entitlement lapses, is cancelled, or is not honored. The Marketplace Operator's terms govern the payment relationship only; these Terms govern your access to and use of the Service.

5.4 Billing Period; annual prepayment. You select monthly or annual billing at checkout. Monthly subscriptions are billed in advance each month at the then-applicable monthly rate. Annual subscriptions are billed in advance for the full year at the discounted annual rate published on the Website. Any annual discount is conditioned on payment for the full annual term and is forfeited if you convert to monthly billing before that term ends.

5.5 Failed payments. If a charge is declined or otherwise fails, Diagrid may reattempt it and will notify you. If you do not cure within ten (10) days after notice, Diagrid may suspend or terminate your subscription under Sections 12.3 and 19.2. You remain responsible for all Fees accrued before suspension or termination. Amounts not received when due, other than amounts subject to a good-faith written dispute or billed through a Marketplace, accrue interest at one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is lower.

5.6 Taxes. Fees are exclusive of taxes, levies, duties, and similar governmental assessments. You are responsible for all such amounts, excluding taxes based on Diagrid's net or gross income. If Diagrid is required to collect or remit them, they will be charged in addition to the Fees unless you provide a valid exemption certificate. For Marketplace Orders, taxes are assessed, collected, and remitted by the Marketplace Operator under the Marketplace terms.

5.7 Price changes. Diagrid may change its list pricing at any time. A change will not affect the Fees payable during your current Subscription Term and takes effect at the start of your next renewal term, provided that Diagrid gives you notice at least thirty (30) days before the renewal date for monthly subscriptions and at least sixty (60) days before the renewal date for annual subscriptions. If you do not accept a price change, you may cancel under Section 6.2 before it takes effect.

5.8 No refunds. Except as expressly provided in Sections 13.1, 16.2, and 17.2, and except for service credits issued under the SLA, all Fees are non-refundable. Diagrid does not refund or credit partially used Billing Periods, unused capacity, or periods during which you did not use the Service. All Fees are payable without set-off, deduction, or counterclaim.

6. AUTOMATIC RENEWAL, CANCELLATION, AND TERM

6.1 Automatic renewal. YOUR PAID SUBSCRIPTION RENEWS AUTOMATICALLY AT THE END OF EACH SUBSCRIPTION TERM — FOR SUCCESSIVE ONE-MONTH TERMS IF YOU SELECTED MONTHLY BILLING, AND FOR SUCCESSIVE ONE-YEAR TERMS IF YOU SELECTED ANNUAL BILLING — AND YOUR PAYMENT METHOD WILL BE CHARGED THE THEN-APPLICABLE FEES ON A RECURRING BASIS UNTIL YOU CANCEL. Marketplace Orders renew in accordance with the applicable Marketplace entitlement.

6.2 How to cancel. You may cancel at any time, without charge or penalty for cancelling, using the self-service cancellation function in the Console — the same medium in which you subscribed — or by emailing the cancellation address published on the Website. Marketplace Orders must be cancelled through the applicable Marketplace. Diagrid will not require you to complete any additional step, accept any retention offer, or speak with any representative in order to cancel.

6.3 Effect of cancellation. Cancellation takes effect at the end of the Billing Period in which you cancel. You retain access to the Service through the end of that period and will not be charged for any later period. Cancellation does not entitle you to a refund of Fees already paid for the current Billing Period, and an annual subscription cancelled before the end of its term remains payable for the full annual term.

6.4 Renewal and conversion reminders. For annual subscriptions, Diagrid will email you at least thirty (30) days before each automatic renewal, stating the renewal date, the length of the renewal term, the Fees that will be charged, and how to cancel. For Free Trials, Diagrid will send the notice described in Section 4.3. You are responsible for maintaining a current and monitored administrative email address on your Account.

7. YOUR ACCOUNT AND ACCEPTABLE USE

7.1 Account and security. To use the Service you must register an Account and designate at least one administrator. You must provide accurate, current, and complete registration and billing information and keep it current; safeguard all credentials, API keys, and access tokens; and promptly notify Diagrid of any suspected unauthorized access to or use of your Account. You are responsible for all activity under your Account, whether or not you authorized it. Diagrid is not liable for any loss arising from your failure to comply with this Section 7.1.

7.2 Users. You may permit your Users to use the Service under your Account, and you are responsible for their compliance with these Terms. You may not share credentials with, or permit use of the Service by, anyone other than your Users, and you may not permit more than one legal entity to use a single Account or subscription.

7.3 Restrictions. You will use the Service only in accordance with the Documentation, the AUP, and applicable law. You will not, and will not permit any User or third party to:

1. remove or alter any proprietary notice or label on the Service or any portion of it;
2. reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, underlying structure, ideas, or algorithms of the Service, except to the extent applicable law expressly permits;
3. sublicense, sell, resell, rent, lease, transfer, assign, distribute, or otherwise make the Service available to any third party;
4. modify, adapt, translate, or create derivative works based on the Service;
5. use the Service to develop a competing product or service, or benchmark the Service against a third-party product, without Diagrid's prior written consent;
6. copy the Service, or use it in connection with systems other than as permitted under these Terms;
7. combine or distribute Diagrid software with open-source software in a manner that would subject Diagrid's software to open-source license terms;
8. circumvent, disable, or interfere with any usage, concurrency, rate, or capacity limit, or take any action designed to obtain capacity in excess of the plan you have paid for;
9. use the Service to store or transmit unlawful, infringing, defamatory, or harmful material, malicious code, or unsolicited commercial messages, or to conduct cryptocurrency mining;
10. conduct any penetration test, vulnerability scan, load test, or similar security or performance testing of the Service without Diagrid's prior written consent;
11. exceed the scope of use identified in your Order; or
12. use the Service in violation of applicable law or the AUP.

8. YOUR DATA

8.1 Your responsibility. You are solely responsible for Customer Data, including its accuracy and legality, your compliance with applicable law, and ensuring that Customer Data does not infringe any third-party right. As between you and Diagrid, you retain all right, title, and interest in and to Customer Data.

8.2 License to Diagrid. You grant Diagrid a limited license to access, process, host, and transmit Customer Data solely as necessary to provide the Service and perform Diagrid's obligations under these Terms.

8.3 Personal data. If you submit personal data, as defined under applicable data protection law including the CCPA and GDPR, to the Service, Diagrid's processing of that personal data is governed by the DPA, which is incorporated into these Terms and applies automatically as of the effective date of your Order, without further action by either party. Diagrid may update the DPA under Section 13.2, but no update will materially reduce the protections afforded to personal data during your current Subscription Term.

8.4 Aggregated de-identified data. Diagrid may collect, use, and disclose data derived from use of the Service that has been aggregated and de-identified so that it does not identify you or any individual, for any lawful business purpose, including to improve the Service and to develop new products and services. Diagrid will not disclose such data in a manner that identifies you or any individual.

8.5 Export and deletion. For thirty (30) days after your paid subscription expires or terminates, Diagrid will, on your written request, make Customer Data then in Diagrid's possession available for export in a commercially reasonable format. After that period Diagrid may delete it in the ordinary course, subject to applicable law. For the Free Tier, and for Free Trials that do not convert to a paid subscription, Diagrid may delete Customer Data thirty (30) days after termination or after ninety (90) days of Account inactivity, in each case without further notice. For BYOC deployments, Customer Data resides in your Customer Cloud Environment and its retention, backup, and deletion are your responsibility.

9. BYOC (BRING YOUR OWN CLOUD) DEPLOYMENTS

9.1 How BYOC works. In a BYOC deployment: (a) the data plane components of the Service operate within your Customer Cloud Environment, and Customer Data processed by the data plane remains there and does not traverse Diagrid's network except as described in this Section 9; and (b) the control plane components, which perform provisioning, configuration, orchestration, monitoring, metering, and update functions, are hosted and operated by Diagrid in Diagrid's network. Diagrid receives and processes control plane data, including configuration data, operational metadata, telemetry, logs, and usage metrics, as necessary to provide, secure, meter, support, and improve the Service.

9.2 Your responsibilities. You are solely responsible, at your own cost, for: (a) establishing and maintaining the Customer Cloud Environment and your agreement with your cloud infrastructure provider; (b) provisioning and maintaining the compute, storage, networking, and other resources required to operate the data plane in accordance with the sizing requirements in the Documentation; (c) creating and maintaining the identity and access management roles, permissions, credentials, network routes, and firewall and security-group configurations the control plane requires in order to reach and manage the data plane; (d) the security, configuration, encryption, backup, retention, and disaster recovery of the Customer Cloud Environment and the Customer Data residing in it; (e) applying updates, patches, and agent versions Diagrid makes available within a commercially reasonable time and in any event within the support window stated in the Documentation; and (f) complying with the terms of your agreement with your cloud infrastructure provider.

9.3 Diagrid's access to your cloud environment. You grant Diagrid a limited, non-exclusive right to access the Customer Cloud Environment solely as necessary to deploy, configure, provision, monitor, update, support, meter, and de-provision the Service and to investigate and remediate security or availability incidents affecting the Service. Diagrid will access it only through the mechanisms and credentials you provide and only for those purposes. You may revoke or restrict that access at any time; if you do, Diagrid's obligations under the SLA, the Support Policy, Section 16.1, and this Section 9 are suspended for so long as the revocation or restriction continues, and Diagrid will have no liability for any resulting failure, degradation, or unavailability of the Service.

9.4 Your cloud infrastructure costs. BYOC runs in your own cloud account. All infrastructure, compute, storage, networking, data transfer, support, and other charges assessed by your cloud infrastructure provider are billed directly to you by that provider, are separate from and in addition to the Fees payable to Diagrid, and are your sole responsibility. ANY INFRASTRUCTURE COST ESTIMATE SHOWN ON THE WEBSITE OR BY ANY DIAGRID PRICING CALCULATOR IS AN ILLUSTRATIVE ESTIMATE ONLY. IT IS NOT A QUOTE OR A REPRESENTATION OF ACTUAL COST AND CREATES NO OBLIGATION OR LIABILITY ON THE PART OF DIAGRID.

9.5 Support Tier requirement. BYOC subscriptions require the Select or Premium Support Tier. Diagrid may decline to provision, or may suspend, a BYOC deployment that is not associated with a qualifying Support Tier.

9.6 What Diagrid is not responsible for. Diagrid's service level commitments, warranties, and support obligations for a BYOC deployment do not extend to, and Diagrid is not responsible for: (a) the availability, performance, capacity, configuration, or security of the Customer Cloud Environment or of your cloud infrastructure provider; (b) any failure, degradation, or unavailability caused by your acts or omissions, including any failure to maintain required resources, permissions, network connectivity, or supported agent versions; (c) your backup, retention, or recovery of Customer Data; or (d) any loss, corruption, or unavailability of Customer Data residing in the Customer Cloud Environment. Downtime or degradation attributable to any of the foregoing is excluded from the calculation of service levels under the SLA.

9.7 Data residency. You determine the region and configuration of the Customer Cloud Environment and are solely responsible for ensuring that your configuration satisfies any data residency, sovereignty, or localization requirements applicable to you.

10. ENTERPRISE SERVER (SELF-MANAGED / ON-PREMISES) DEPLOYMENTS

10.1 How Enterprise Server works. Enterprise Server is a self-managed deployment model in which you install and operate the Service entirely on Customer Infrastructure, including in air-gapped and disconnected environments. Diagrid does not host or operate any component of an Enterprise Server deployment, and no connectivity to Diagrid is required to run it. Enterprise Server is ordered through an Order Form that references these Terms; the Fees, Deployment Size, Subscription Term, Support Tier, and other commercial terms are set out in that Order Form.

10.2 License. Subject to your compliance with these Terms and the applicable Order Form, and to your payment of all Fees, Diagrid grants you a limited, non-exclusive, non-transferable, non-sublicensable license, during the Subscription Term, to install and operate the Service on Customer Infrastructure, solely for your internal business purposes and within the scope of use (including any user, node, environment, capacity, or Deployment Size limits) identified in the Order Form and the Documentation. You will not exceed that scope of use, and the restrictions in Section 7.3 apply in full to Enterprise Server.

10.3 Delivery and support. Diagrid will make the Service available to you for download or delivery in accordance with the Order Form. Enterprise Server is provided together with a support subscription at the Support Tier identified in the Order Form, and Diagrid will provide support and, where applicable, updates in accordance with the Support Policy. You acknowledge that ongoing support is integral to the operation and value of a self-managed deployment.

10.4 Your responsibilities. You are solely responsible, at your own cost, for: (a) providing, securing, configuring, and maintaining the Customer Infrastructure and any third-party software required to run the Service; (b) installing the Service and applying updates, patches, and versions Diagrid makes available within a commercially reasonable time and in any event within the support window stated in the Documentation or Support Policy; (c) the security, configuration, encryption, backup, retention, and disaster recovery of the Customer Infrastructure and of all Customer Data residing in it; and (d) operating the Service in accordance with the Documentation. Because Enterprise Server runs entirely on Customer Infrastructure, Customer Data in an Enterprise Server deployment is at all times within your control, and Diagrid does not access, host, or process it except to the extent you separately provide it to Diagrid (for example, in connection with support).

10.5 Your infrastructure costs. Enterprise Server runs on your own infrastructure. All hardware, cloud, hosting, networking, and other infrastructure costs are your sole responsibility, are separate from and in addition to the Fees payable to Diagrid, and are not billed by Diagrid. ANY INFRASTRUCTURE OR SIZING ESTIMATE DIAGRID PROVIDES IS AN ILLUSTRATIVE ESTIMATE ONLY, IS NOT A QUOTE OR A REPRESENTATION OF ACTUAL COST, AND CREATES NO OBLIGATION OR LIABILITY ON THE PART OF DIAGRID.

10.6 License protection. The Service contains valuable trade secrets and proprietary technology of Diagrid. You will not remove, disable, or circumvent any license key, entitlement, metering, or technical protection measure in the Service; will not operate the Service beyond the Subscription Term or the scope of use in the Order Form; and will, upon expiration or termination, cease all use of and de-install the Service and, at Diagrid's request, certify that you have done so. The service level commitments in the SLA do not apply to Enterprise Server, whose availability is determined by your own operation of the Service; Diagrid's obligations for Enterprise Server are limited to delivery, support, and the limited warranty in Section 16.1.

11. DIAGRID CONDUCTOR (FREE)

11.1 Free license. Diagrid Conductor is made available to you at no charge. Subject to your compliance with these Terms, Diagrid grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use Conductor during the period Diagrid makes it available, solely for your internal business purposes and in accordance with the Documentation and the AUP. This Section governs Conductor; the provisions of these Terms concerning Fees, billing, payment, Free Trials, automatic renewal, cancellation, Deployment Size, concurrency, the SLA, and paid support do not apply to Conductor. The general provisions of these Terms — including Section 7.3 (Restrictions), Section 8 (Your Data), Section 14 (Confidentiality), Section 15 (Intellectual Property), Section 16 (Warranties and Disclaimers), Section 17 (Indemnification), Section 18 (Limitation of Liability), and Section 20 (General) — apply to Conductor except where this Section expressly states otherwise.

11.2 Restrictions. You will not, and will not permit any User or third party to: (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, underlying structure, ideas, or algorithms of Conductor, except to the extent applicable law expressly permits notwithstanding this restriction; (b) modify, adapt, translate, or create derivative works based on Conductor; (c) sublicense, sell, resell, rent, lease, transfer, assign, distribute, or otherwise make Conductor available to any third party, or use it to provide a service bureau or hosting service; (d) remove or alter any proprietary notice or label on Conductor; (e) use Conductor to develop a competing product or service, or benchmark it against a third-party product without Diagrid's prior written consent; or (f) use Conductor in violation of applicable law or the AUP. The restrictions in Section 7.3 also apply to Conductor.

11.3 Ownership. Conductor is licensed, not sold. Diagrid and its licensors retain all right, title, and interest in and to Conductor and all related software, technology, and intellectual property rights. You receive no ownership interest in Conductor, and no rights are granted to you other than the limited license expressly set out in this Section. Section 15 (Intellectual Property), including the Feedback license, applies to Conductor.

11.4 No fees; no support or service levels. Conductor is provided at no charge, and Diagrid has no obligation to provide maintenance, support, updates, or any service level commitment for Conductor. Diagrid may, but is not required to, make updates to Conductor available from time to time.

11.5 Disclaimer; discontinuance. CONDUCTOR IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY, INDEMNITY, SUPPORT, OR SERVICE LEVEL COMMITMENT OF ANY KIND, AND DIAGRID'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO CONDUCTOR IS LIMITED AS SET OUT IN SECTION 18.2. Diagrid may modify, limit, suspend, or discontinue Conductor, in whole or in part, at any time and for any reason, without notice and without liability, and may terminate your access to Conductor at any time. Section 17.2 (Indemnification by Diagrid) does not apply to Conductor.

12. SERVICE LEVELS, SUPPORT, AND SUSPENSION

12.1 Availability. Subject to your payment of Fees and compliance with these Terms, Diagrid will make the Service available in accordance with the SLA. Service level commitments apply only to the deployment types and Support Tiers expressly identified in the SLA, and do not apply to the Free Tier, Free Trials, or Beta Features. Service credits issued under the SLA are your sole and exclusive remedy, and Diagrid's sole liability, for any failure to meet a service level commitment.

12.2 Support. Diagrid will provide support at the Support Tier you selected, in accordance with the Support Policy.

12.3 Suspension. Diagrid may suspend your access to the Service, in whole or in part, upon notice (or immediately, without notice, in urgent circumstances) if: (a) Diagrid reasonably believes your use poses a security risk to the Service or to others; (b) your use violates these Terms, the AUP, or applicable law; (c) you fail to pay undisputed amounts when due and do not cure within ten (10) days after notice; (d) your payment method is declined, expires, or otherwise fails and you do not cure within ten (10) days after notice; (e) a Free Trial expires without converting to a paid subscription; (f) your Marketplace entitlement lapses or is cancelled; or (g) suspension is required by applicable law. Diagrid will restore access promptly once the applicable issue is resolved. Suspension does not relieve you of the obligation to pay Fees accrued during the suspension, unless the suspension resulted solely from Diagrid's error.

12.4 Beta Features. Diagrid may make Beta Features available to you. BETA FEATURES ARE PROVIDED "AS IS" AND "AS AVAILABLE" FOR EVALUATION ONLY, ARE EXCLUDED FROM THE SLA, THE SUPPORT POLICY, SECTION 14.1, AND SECTION 15.2, AND MAY BE MODIFIED OR DISCONTINUED AT ANY TIME. You should not use Beta Features with production data or production workloads.

13. CHANGES TO THE SERVICE AND THESE TERMS

13.1 Changes to the Service. Diagrid may modify, update, or discontinue features of the Service from time to time, and may discontinue any free, trial, or beta offering at any time without liability. Diagrid will not materially degrade the core functionality of the paid Service during your current Subscription Term, and will use commercially reasonable efforts to give you at least sixty (60) days' notice before discontinuing a paid deployment type. If Diagrid discontinues a paid deployment type during your Subscription Term, your exclusive remedy is to terminate the affected subscription and receive a refund of prepaid, unused Fees.

13.2 Changes to these Terms. Diagrid may modify these Terms, the AUP, the Support Policy, the SLA, and the DPA, and will post the updated document on the Website with a revised "Last Updated" date. For any change that materially and adversely affects you, Diagrid will give at least thirty (30) days' advance notice by email and by posting in the Console. Such a change takes effect: (a) for monthly subscriptions, at the start of the first Billing Period beginning after the notice period ends; (b) for annual subscriptions and Marketplace Orders, at the start of your next renewal term; and (c) for the Free Tier, Free Trials, and Beta Features, when the notice period ends. Changes that are not material, and changes required by applicable law or necessary to address a security or legal risk, take effect upon posting. No change applies retroactively or reduces Diagrid's accrued obligations for your current paid Subscription Term.

13.3 Your right to cancel. Your continued use of the Service after a change takes effect constitutes your acceptance of it. If you do not agree to a change that materially and adversely affects you, your exclusive remedy is to cancel under Section 6.2 before the change takes effect.

14. CONFIDENTIALITY

14.1 Confidential Information. "Confidential Information" means non-public information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") in connection with these Terms that is designated as confidential or that should reasonably be understood to be confidential given its nature and the circumstances of disclosure, including these Terms, pricing, technical data, trade secrets, business plans, financial information, and product roadmaps. It does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party without restriction before disclosure; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is rightfully received from a third party without any duty of confidentiality.

14.2 Obligations. The Receiving Party will hold Confidential Information in confidence using at least the same degree of care it uses for its own confidential information of similar sensitivity, and in no event less than reasonable care; will not disclose it to any third party without the Disclosing Party's prior written consent, except to employees, contractors, and advisors who need to know and are bound by confidentiality obligations at least as protective as those in this Section 14; and will use it solely to exercise its rights and perform its obligations under these Terms.

14.3 Compelled disclosure. If the Receiving Party is required by law, regulation, court order, or governmental authority to disclose Confidential Information, it will, to the extent legally permitted, provide prompt prior written notice, cooperate in seeking a protective order or other remedy, and disclose only the portion legally required to be disclosed.

14.4 Duration. The obligations in this Section 14 survive termination or expiration for five (5) years, except that obligations with respect to trade secrets survive for so long as the information remains a trade secret under applicable law.

15. INTELLECTUAL PROPERTY

15.1 Diagrid's rights. Diagrid retains all right, title, and interest in and to the Service, the software, the Documentation, and all related intellectual property rights, including any improvements, enhancements, or derivative works developed by or on behalf of Diagrid. These Terms do not transfer any ownership interest in the Service to you.

15.2 Software. To the extent Diagrid makes proprietary software available to you as part of the Service, Diagrid grants you a limited, non-exclusive, non-transferable, non-sublicensable license to use that software solely as necessary to access and use the Service in accordance with these Terms, subject to the restrictions in Section 7.3.

15.3 Feedback. If you provide suggestions, comments, or other feedback regarding the Service ("Feedback"), you grant Diagrid a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and exploit that Feedback for any purpose.

16. WARRANTIES AND DISCLAIMERS

16.1 Limited warranty. Diagrid warrants that the paid Service, when used by you in material accordance with these Terms and the Documentation, will perform in all material respects as described in the Documentation during your Subscription Term. This warranty does not apply where non-conformance results from: (a) your use inconsistent with these Terms or the Documentation; (b) modification of the Service by anyone other than Diagrid; (c) third-party software, third-party services, or your own systems; (d) in the case of a BYOC deployment, the Customer Cloud Environment or your failure to perform your obligations under Section 9; or (e) the Free Tier, Free Trials, or Beta Features.

16.2 Exclusive remedy. Your sole and exclusive remedy for breach of the warranty in Section 16.1 is, at Diagrid's option: (a) correction of the non-conforming Service; or (b) if correction is not commercially feasible within a reasonable time, termination of the affected subscription and refund of prepaid Fees for the unused portion of the current Subscription Term.

16.3 Mutual representations. Each party represents and warrants that it has full power and authority to enter into these Terms, that these Terms constitute a legal, valid, and binding obligation of that party, and that its performance does not violate any applicable law, regulation, or agreement.

16.4 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 14.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." DIAGRID DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, AND NON-INFRINGEMENT. DIAGRID DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ALL DEFECTS WILL BE CORRECTED. THE FREE TIER, FREE TRIALS, OTHER NO-FEE OFFERINGS, AND BETA FEATURES ARE PROVIDED WITHOUT WARRANTY OF ANY KIND.

17. INDEMNIFICATION

17.1 Indemnification by you. You will defend, indemnify, and hold harmless Diagrid and its officers, directors, and employees from and against any third-party claims, and any resulting losses, damages, costs, and expenses (including reasonable attorneys' fees), arising from: (a) Customer Data, including any allegation that Customer Data infringes a third-party right or violates applicable law; (b) your breach of these Terms; or (c) your use of the Service in violation of applicable law or in a manner not authorized by these Terms.

17.2 Indemnification by Diagrid. Diagrid will defend, indemnify, and hold harmless you and your officers, directors, and employees from and against any third-party claims, and any resulting losses, damages, costs, and expenses (including reasonable attorneys' fees), to the extent arising from an allegation that the paid Service, when used by you as authorized under these Terms, directly infringes a third party's patent, copyright, trademark, or trade secret rights (an "IP Claim"). If the Service becomes, or in Diagrid's reasonable opinion is likely to become, the subject of an IP Claim, Diagrid may, at its option and expense: (a) obtain for you the right to continue using the Service; (b) modify the Service to be non-infringing while providing substantially equivalent functionality; or (c) if neither of the foregoing is commercially feasible, terminate the affected subscription and refund prepaid Fees for the unused portion of the current Subscription Term.

17.3 Exclusions. Diagrid has no obligation under Section 17.2 for any IP Claim arising from:

1. your use of the Service in combination with products or services not provided by Diagrid, if the infringement would not have occurred but for that combination;
2. modification of the Service by anyone other than Diagrid;
3. Customer Data, or your specifications or requirements provided to Diagrid;
4. your continued use of the Service after receiving written notice alleging infringement; or
5. the Free Tier, a Free Trial, any other no-fee offering, or any Beta Feature.

17.4 Procedure. The party seeking indemnification will: (a) give the indemnifying party prompt written notice of the claim; (b) grant the indemnifying party sole control over the defense and settlement, provided that the indemnifying party may not settle any claim that imposes liability on the indemnified party without its prior written consent; and (c) provide reasonable cooperation at the indemnifying party's expense.

17.5 Cap on Diagrid's indemnification obligation. DIAGRID'S TOTAL LIABILITY UNDER SECTION 17.2 WILL NOT EXCEED THE GREATER OF (A) TWO TIMES (2X) THE TOTAL FEES YOU PAID FOR THE APPLICABLE SUBSCRIPTION IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

18. LIMITATION OF LIABILITY

18.1 Exclusion of consequential damages. EXCEPT FOR (A) A PARTY'S BREACH OF SECTION 14 (CONFIDENTIALITY), (B) YOUR BREACH OF SECTION 7.3 (RESTRICTIONS), OR (C) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 17, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18.2 Aggregate cap. EXCEPT FOR (A) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 17 OR (B) YOUR PAYMENT OBLIGATIONS UNDER SECTION 5, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU FOR THE APPLICABLE SUBSCRIPTION IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM. FOR THE FREE TIER, FREE TRIALS, OTHER NO-FEE OFFERINGS, AND BETA FEATURES, DIAGRID'S TOTAL LIABILITY WILL NOT EXCEED ONE HUNDRED UNITED STATES DOLLARS (USD $100).

18.3 Allocation of risk. The parties acknowledge that the limitations in this Section 18 reflect a reasonable allocation of risk and form an essential basis of the bargain between them. These limitations apply notwithstanding any failure of essential purpose of any limited remedy.

19. TERMINATION

19.1 By you. You may cancel your subscription under Section 6.2 at any time. You may terminate these Terms immediately at any time when you have no active subscription and have ceased all use of the Service.

19.2 By Diagrid. Diagrid may terminate these Terms or any subscription upon written notice if: (a) you materially breach these Terms and fail to cure within thirty (30) days after receipt of notice (or within ten (10) days in the case of a payment failure, or immediately if the breach is incapable of cure); or (b) you become insolvent, make an assignment for the benefit of creditors, have a receiver or trustee appointed, file or have filed against you a petition in bankruptcy that is not dismissed within sixty (60) days, or cease to do business in the ordinary course.

19.3 Effect of termination. Upon expiration or termination: (a) all rights granted to you immediately terminate; (b) you must immediately cease all use of the Service; (c) all accrued but unpaid Fees become immediately due and payable; and (d) if Diagrid terminates an annual subscription for cause under Section 17.2(a), you will pay Diagrid the Fees that would have been due for the remainder of the current Subscription Term, less any amounts Diagrid recovers through commercially reasonable efforts to mitigate its damages. Clause (d) does not apply to monthly subscriptions, Marketplace Orders, Free Trials, or the Free Tier. Section 8.5 governs the treatment of Customer Data.

19.4 Survival. The following survive termination or expiration of these Terms: Sections 5 (as to accrued obligations), 6.3, 7.3, 8, 9.4, 12, 13, 14.4, 15, 16, 17.3, 17.4, and 18.

20. GENERAL

20.1 Governing law and venue. These Terms are governed by the laws of the State of California, without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction of the federal and state courts located in San Francisco, California, and waive any objection to venue in those courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

20.2 Informal resolution. Before filing any claim, the initiating party will give the other party written notice describing the dispute and the relief sought, and the parties will attempt in good faith to resolve the dispute informally for thirty (30) days following that notice. This requirement does not limit either party's right to seek injunctive or other equitable relief.

20.3 Jury and class action waiver. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS. EACH PARTY AGREES THAT ANY CLAIM WILL BE BROUGHT SOLELY IN THAT PARTY'S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING, AND THAT NO COURT MAY CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS OR PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING.

20.4 Notices. Diagrid may give you notice by email to the administrative email address on your Account or by posting in the Console or on the Website, except that notices of price changes, Free Trial conversion, and annual renewal will be sent by email. You may give Diagrid notice at the legal notice address published on the Website. Notices are effective when sent or posted. Routine operational communications may be exchanged by email or through the Console.

20.5 Electronic contracting. You consent to transact business with Diagrid electronically and to receive all notices, disclosures, agreements, and records relating to the Service in electronic form. Clicking to accept, checking a box, or completing checkout constitutes a signature that is legally binding and enforceable to the same extent as a handwritten signature. Diagrid will retain records of your acceptance of these Terms and of your affirmative consent to automatic renewal for the period required by applicable law.

20.6 Assignment. You may not assign or transfer these Terms without Diagrid's prior written consent, and any purported assignment without consent is null and void. Diagrid may freely assign these Terms, including in connection with a merger, acquisition, or sale of all or substantially all of its assets.

20.7 Force majeure. Neither party is liable for any delay or failure to perform, other than payment obligations, caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, internet or cloud infrastructure provider outages, or acts of third parties. The affected party will promptly notify the other.

20.8 Export control and sanctions. You will comply with all applicable U.S. and foreign export control and sanctions laws and will not export, re-export, or transfer the Service or Documentation to any prohibited country, entity, or individual. You represent that neither you nor any User is located in, or a national or resident of, any country or territory subject to comprehensive U.S. sanctions, or identified on any applicable restricted-party or denied-party list. Diagrid may suspend or terminate immediately if this representation becomes untrue.

20.9 Compliance with laws. Each party will comply with all applicable laws and regulations in connection with its performance under these Terms, including laws relating to data protection, privacy, anti-corruption, and anti-bribery.

20.10 Publicity. Neither party will issue any press release or public announcement referencing the other party or these Terms without the other party's prior written approval. Diagrid may, however, identify you as a Diagrid customer and use your name, mark, and logo on the Website and in its marketing materials solely to identify you as a customer. Any use beyond identification, including case studies, testimonials, or co-marketing, requires a separate written agreement.

20.11 Order of precedence. If there is a conflict among the components of these Terms, the following order of precedence applies, in descending order: (a) a Negotiated Agreement, as to the subscriptions it covers; (b) the DPA, as to the processing of personal data; (c) these Terms; (d) the SLA and the Support Policy; (e) the AUP; and (f) the Documentation. A Marketplace Operator's terms govern billing, payment, taxes, refunds, and cancellation of Marketplace Orders as provided in Section 5.3.

20.12 Entire agreement; amendment. These Terms, together with the documents incorporated under Section 1.6 and your Order Confirmation, constitute the entire agreement between the parties with respect to their subject matter and supersede all prior agreements relating to that subject matter. Except as provided in Section 13.2, these Terms may be amended only by a written instrument signed by authorized representatives of both parties. These Terms control over any purchase order, vendor portal terms, or other ordering or onboarding document you present, and any additional or conflicting terms in any such document are void.

20.13 Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, employment, or fiduciary relationship between them.

20.14 Severability; waiver; headings. If any provision of these Terms is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions will continue in full force. No waiver is effective unless made in writing, and no failure or delay in exercising any right constitutes a waiver of that right. Section headings are for convenience only and do not affect interpretation.