Cloud Terms of Use

1. Agreement to Terms

These Terms of Use constitute a legally binding agreement made between you, either as an individual or on behalf of an organization ("you", "your" in this agreement) and Ultipa, Inc., doing business as Ultipa ("Ultipa", "we", "us", or "our" in this agreement), concerning our provision of services of, your access to, and use of the cloud.ultipa.com website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the "Site" or "Services").

You agree that by accessing or using our Site and Services, you have read and have a full understanding and agreement to be bound by all of our Terms of Use. In any cases that you might disagree with all our terms of use, you must cease your accessing and using our Site and Services IMMEDIATELY. We might post supplemental terms and legal notices on our Site in any time and we reserve the right, in our sole discretion, to make changes, modifications, or revisions, to these Terms of Use in any time. By our updating the "Last updated" date of these Terms of Use, you will be deemed as alerted of these changes or modifications, and you waive any right to receive any other specific notice of each such change in any other form. Please make sure that you make a frequent check on these Terms as long as you access or use our Site and Services. You will be subject to, and will be deemed to have understood and have accepted any revisions to our Site and Services as long as you continue your access and use to our Site and Services after the "Last updated" date.

It is not our intention that our provision of information on our Site should be for any distribution to or any use by any individual or organization in any jurisdiction or country where such distribution or use would not be compliant with any law, regulation, rule, code, etc. nor in case where we would be subjected to any registration requirement within such jurisdiction or country. Those individuals who choose to access and use our Site and Services from other locations are on their own initiative and are solely responsible for compliance with local law, regulation, rule, code, etc., if applicable.

Our Site and Services are not designed on a basis to comply with industry-specific rules, regulations, or codes (Federal Information Security Management Act (FISMA), Health Insurance Portability and Accountability Act (HIPAA), etc.), so if your access and use of our Site and Services would be subjected to such laws, you may not access or use our Site and Services. You may not use our Site and Services in a way that would violate the Gramm-Leach-Bliley Act (GLBA).

It is not our intention for users who are at least 13 years old to access or use Our Site and Services. Individuals under the age of 13 are expressly not permitted to use or register for our Site and Services.

All communications and exchanges between you and us related to this agreement must be in English.

2. Services

Our Cloud Services provide managed graph database instances ("Instances") hosted on cloud infrastructure. You may create, configure, and manage Instances through our web console, API, or other interfaces we provide. Our Services include, but are not limited to:

• Free Trial: A time-limited trial tier that allows you to evaluate our Services at no cost. Free trial instances are subject to resource limitations and may be automatically deleted upon expiration of the trial period.
• Paid Tiers: Standard and other paid tiers that provide dedicated cloud infrastructure (such as AWS EC2 instances) with configurable compute, storage, and networking resources. Paid tiers require a prepaid balance and are billed on a usage basis.
• Backups: Automated and manual backup capabilities for your Instances. Backup retention and limits vary by tier.
• Monitoring & Alerts: Real-time metrics collection, log access, and configurable alert rules for your Instances.
• API Access: Programmatic access to manage your Instances and resources via scoped API keys.

Our Services can be accessed and used in accordance with this Agreement and they can include features and services that are applicable to certain separate laws, rules, code, or regulations. By using and continuing your use of our Cloud services, you agree to comply with all laws, rules, codes, and regulations that apply to the use of our services and all other features and services you use. You understand that any part of our provision of services can be changed, suspended, discontinued, and in any other way altered. We will notify you any material change of our provision of the Services via our platforms, websites, or email.

Our Cloud services may include features or parts that are going through developing or testing stage, namely, "Beta" phase. We will not be liable for any consequences resulting from your use of our Beta features or services, and we do not guarantee the release any formal version of our features and services in Beta Stage.

Our Support services are available for paid tier users. You can contact our support team at [email protected].

3. Intellectual Property Rights

Our Site and Services is Ultipa, Inc.'s proprietary property and we have the ownership of, controls over, licenses for all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on our Site and Services (collectively, the "Contents") and the trademarks, service marks, and logos contained in our Site and Services (the "Marks"), unless otherwise indicated. The Contents and the Marks are under the protection of copyright and trademark laws, unfair competition laws of the United States, international copyright laws, international conventions, and all other intellectual property rights, etc. On the basis of "AS IS", the provision of the Content and the Marks on our Site and Services is exclusive for your information and personal use. Except as expressly clarified in these Terms of Use, it is expressly not permitted at any time that any part of our Site, our Services, Contents or Marks should be used to serve any commercial purpose whatsoever, unless you have our formal written consent in advance to do so.

A limited license is granted to you, user to our Site and Services, to properly access and use our Site and Services and to download or print a copy of any portion of the Content to which you have properly gained access and use, to the extent that we authorize, permit, and intend for. All rights not expressly granted to you in and to our Site and Services, the Contents and the Marks shall be reserved with us.

4. User Representations

By accessing and using our Site and Services, you represent and warrant that: (1) you have the legal capacity to agree to comply with these Terms of Use of ours; (2) you are not a minority in the jurisdiction area or country in which you reside; (3) all registration information you submit is and will be up to date, accurate, true, and complete, and you will take actions to keep the accuracy, validity, timeliness, and completeness of these information promptly; (4) you will not access or use our Site and Services with any non-human or automated approaches, bots, scripts, etc., except through our provided APIs; (5) you will not access or use our Site and Services with purposes that may violate any applicable law, regulation, or code, or with purposes that we do not authorize; and (6) your use of our Site and Services will not violate or be contrary to any applicable law, regulation, or code.

If any information you provide is not true, current, accurate, or complete as required, we reserve the right to put your account to suspension or termination status and refuse provision of any use of our Site and Services from yours (or any portion thereof), whether current or in the future.

5. User Data

To access and use our Site and Services, you may be required to register a user account with our Site and Services. In accordance with that, you agree to keep your password confidential and will be liable for all use of your account and password, including any API keys generated under your account. We reserve the right to remove, reclaim, or change a username you decide to use if we believe, in our sole discretion, that such username should be inappropriate in any senses (obscene, offending, etc.).

You retain ownership of all data you store in your Instances ("Your Data"). We will not access, use, or disclose Your Data except as necessary to provide the Services, comply with the law, or enforce this Agreement. You are solely responsible for the content, quality, and legality of Your Data and the means by which you acquire Your Data.

We provide backup features to help protect Your Data, but we do not guarantee that backups will be available or uncorrupted in all circumstances. You are solely responsible for maintaining independent backups of Your Data. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

6. Prohibited Activities

It is expressly prohibited that you access or use our Site and Services with any other intentions which we provide them for or that may be contrary to applicable laws and regulations. You are not permitted to access or use our Site and Services for any commercial purposes without a written approval or permission from us.

You agree not to conduct activities that are prohibited by us and that are without our consent in written form, including but not limited to:

• Conduct systematical retrieval of Contents from our Site and Services for reproduction of your own that may incur intellectual property infringement of any kind.
• Make use of or take advantage of our security measures of features provided in any forms, especially with an attempt to intrude our Site and Services with potential security-related risks and propriety-related hazards or damages.
• Conduct fraudulent behaviors to us or other users of our Site and Services, with or without an intention to get critical or sensitive information of any forms from us or from other users.
• Access or use our Site and Services abusively, of any portion in any form for evil means in any senses to any other individual or entity, such as harassment, harms, impersonation of others, etc.
• Make unauthorized use of any portion of our Site and Services in any form with any devices, that may result in damages of our Site and Services, including but not limited to virus transmission, false report submission, automated misuses in any form, data collection, creating functionality problems, or creating restrictions to access and use of our Site and Services.
• Use Instances to conduct cryptocurrency mining, distributed denial-of-service attacks, or any other activity that is illegal or that adversely affects the performance or availability of our infrastructure.
• Attempt to circumvent resource limits, billing mechanisms, or access controls imposed by our Services.
• Treat any of our employees or affiliates involved in the provision of the Site and Services improperly, such as harassment, intimidation, threaten, and any other mistreatment in any forms.
• Making unauthorized deals on our Site and of our Services, such as reselling any portion of our Site and Services for any commercial purposes.

7. Payment and Billing

Our paid Services operate on a prepaid balance model. You must maintain a positive account balance to create and operate paid tier Instances. You may add funds to your account balance ("Top Up") through our supported payment methods (currently processed via Stripe).

Usage-Based Billing: Your account balance is consumed based on your actual usage of our Services. Usage charges include:

• Compute: Billed per hour based on the CPU and memory allocated to your Instance while it is in a running state.
• Storage: Billed per GB-hour based on the storage allocated to your Instance while it is in a running or paused state.
• Data Transfer: Billed per GB for outbound network traffic (egress) from your Instances.

Auto-Reload: You may configure automatic balance reloading. When enabled, your saved payment method will be automatically charged when your balance drops below a threshold you specify. You authorize us to charge your payment method for auto-reload amounts without requiring your approval for each individual charge.

Insufficient Balance: If your account balance reaches zero or becomes negative, your running paid tier Instances may be automatically paused. Paused instances continue to incur storage charges. If your balance remains at or below zero for a grace period (currently 7 days), your Instances may be automatically deleted and all associated data permanently removed.

Monthly Usage Finalization: At the beginning of each calendar month, your usage for the prior month is finalized and recorded. Your current balance reflects your total deposits minus all finalized prior-month usage and estimated current-month usage.

All amounts paid are non-refundable. All payment prices are subject to changes by us at any time. You agree to pay all charges or fees generated by your access and use of our Site and Services at the prices then in effect, and you authorize us to charge your chosen payment provider for any such amounts. We reserve the right to correct any errors or mistakes in pricing, even when we have already received payment.

Taxes and duties, such as VAT and applicable sales tax, are not included in your payable fees and charges. You are obliged to provide us any information that we reasonably ask for to determine if we are obligated to collect taxes from you. In cases applicable, sales tax can be added to your payment prices as deemed required by us.

8. Free Trial

We may offer a free trial tier that allows you to evaluate our Services at no cost. Free trial instances are subject to the following conditions:

• Free trial instances have limited resources (CPU, memory, storage) as determined by us.
• The free trial period is time-limited. Upon expiration, your free trial instances and all associated data may be automatically deleted without further notice.
• Free trial instances do not include backup capabilities or certain other features available to paid tiers.
• We reserve the right to modify, suspend, or discontinue the free trial offering at any time.
• Free trial is limited to one per user. Creating multiple accounts to obtain additional free trials is prohibited.

9. Privacy Policy

Your data privacy and security is highly valued by us. We advise you to review our Privacy Policy: https://www.ultipa.com/legal/privacy. By accessing and using our Site and Services, you are deemed to have legal capacity to agree with our Privacy Policy and you agree to be bound by our Privacy Policy, which is consistent with these Terms of Use. Our Site and Services may be hosted in multiple regions. By using our Services, you consent to the transfer and processing of your data in the regions where your Instances are provisioned.

10. Term and Termination

You may stop using our Services at any time by deleting your Instances and closing your account. Deletion of an Instance is permanent and all associated data, backups, and configurations will be irreversibly removed. Any remaining account balance at the time of account closure is non-refundable.

If you are unsatisfied with our services, please send us your complaints at [email protected].

Terms therein shall remain in full force and effect as long as you access or use our site and services. We reserve the right to, in our sole discretion and without notice or liability, deny any individual, organization, or entity's access to and use of the site (including blocking certain IP addresses) at any time, for any reason or for no reason.

We reserve the right to immediately terminate or suspend this agreement, our Site and Services, your account, or your access to your account and services, in our sole discretion, with or without warning, in circumstances including but not limited to: (i) we conduct changes to or discontinue any of our Services; (ii) your payment is overdue, your balance is insufficient, or your payment method is not valid; (iii) we reasonably determine that your use of our Services poses a risk to the availability, functionality, or security of our Services; (iv) we reasonably determine that your use of our Services may be unlawful; or (v) you have ceased your operations, made an assignment for the benefit of creditors, or become subject to any bankruptcy or similar proceeding.

If we suspend your right to access or use any portion of our Services, you remain responsible for all fees and charges you have incurred, and you will not be entitled to any credit or refund. We may suspend or terminate your access to any Beta features at any time and for any reason.

11. Governing Law

By accessing and using our Site and Services, you agree that the laws of the State of California, without regard to principles of conflict laws, will govern these terms and conditions, or any dispute of any sort that might come between us and you, or its business partners and associates.

12. Limitations of Liability

Notwithstanding any other provision thereof, we are not liable for any indirect, incidental, special, consequential or exemplary damages that may occur to you, whether as a result of your use of our Services or of any other causes, including but not limited to loss in profits, revenue, data, and all other types of consequences arising from your use of our Site and Services. We will not be responsible for any compensation or reimbursement for these damages.

Our aggregate liability to you for any cause at any time will be limited to the lesser of the amounts you have paid to us during the 180 days prior to the cause of action or $100.00 USD.

We do not guarantee any specific level of uptime, availability, or performance of our Services. While we strive to maintain high availability, our Services may experience downtime for maintenance, upgrades, or unforeseen circumstances. We are not liable for any damages resulting from service interruptions.

13. Indemnification

You will defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, costs, expenses, or demand, including reasonable legal fees, related to third parties or arising out of: (1) your access and use of our Site and Services; (2) your data stored in our Services; (3) breach of this agreement; (4) any breach of your representations and warranties; (5) your infringement or violation of the rights of a third party, including intellectual property rights; or (6) any harmful act toward any other user of our Site and Services. We reserve the right to be reimbursed by you for fees and costs generated from any legal processes related to your access and use of our Site and Services.

14. Dispute Resolution

To resolve disputes efficiently, you agree that both parties will first attempt informal negotiations for at least 30 days prior to arbitration. Such informal negotiations shall be initiated upon written notice from either party.

If informal negotiations do not resolve the dispute, it will be resolved by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration may be conducted in person, by documents, by phone, or via the internet. The arbitrator will make a decision in writing.

Except where otherwise required by applicable law, the arbitration will take place in California. If for any reason a dispute proceeds in court rather than arbitration, it shall be commenced in the state and federal courts located in California.

No dispute resolution shall be initiated more than 360 days after the cause of the dispute arises.

15. Site Management

We reserve the right, but not the obligation, to correct any errors, inaccuracies, or omissions on our Site and Services at any time without prior notice. We also reserve the right to modify or discontinue any portion of our Site and Services without notice. We will not be liable to you or any third party for any modification, suspension, or discontinuance of our Site and Services.

We do not guarantee that our Site and Services will be available at all times. We may experience technical issues or need to perform maintenance, resulting in service interruptions. You agree that we have no liability for any loss, damage, or inconvenience caused by your inability to access or use our Site and Services during any downtime.

16. Electronic Communications

By accessing or using our Site and Services, you agree to engage in electronic communications with us. We may send you emails regarding your account, billing, service updates, security alerts, and other operational matters. You agree that all such electronic communications satisfy any legal requirement that such communication be in writing.

17. Miscellaneous

These Terms of Use constitute the entire agreement between you and us regarding your use of our Site and Services. Our failure to exercise or enforce any right or provision shall not constitute a waiver of such right or provision. We may assign our rights and obligations under this agreement at any time. We shall not be responsible for any failure to perform caused by force majeure or circumstances beyond our reasonable control. If any provision of this agreement is determined to be unenforceable, the remaining provisions shall remain in full effect.

18. Contact Us

For inquiries and complaint resolutions regarding our Site and Services or this agreement, please contact us at:

Ultipa, Inc.
[email protected]