Terms of Service

BY CLICKING “I ACCEPT,” OR BY ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THIS AGREEMENT. IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THIS AGREEMENT, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND OUR PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY US AND BY YOU TO BE BOUND BY THE TERMS BELOW. If you are an entity, organization, or company, then the individual accepting this Agreement on your behalf represents and warrants that they have authority to bind you to this Agreement and you agree to be bound by this Agreement.

1. Beta Usage.

   Subject to your compliance with this Agreement, MotherDuck grants you a non-exclusive, worldwide, non-transferable, non-sublicensable license: (a) to access and use the Service (including any related application programming interfaces provided by MotherDuck) and documentation therefor; and (b) to install, use, display, and otherwise operate on computer systems you control any downloadable code made available by MotherDuck in connection with the Service (including extensions or similar code, whether downloaded from MotherDuck or through a third-party product such as DuckDB) (the Service and other products and materials described in (a) and (b), collectively, the “Beta Products”). The licenses in this Section 1 are granted solely for your internal business purposes and solely during the Term. You may not share your credentials or access to the Beta Products with any other person without the prior written consent of MotherDuck.

2. Restrictions.

   You agree that you will not, and will not attempt to: (i) misuse, abuse, or circumvent any security features of the Beta Products; (ii) decompile or reverse engineer any software included in the Beta Products; (iii) use the Beta Products (or your access thereto) to create (or assist a third party in creating) a competing product; (iv) rent, lease, sell, or otherwise permit third parties (or other persons not authorized by this Agreement) to use the Beta Products; or (v) use the Beta Products to provide services to third parties (e.g., as a service bureau). The rights to access and use the Beta Products granted in Section 1 are solely (a) for the duration of the Term and (b) in accordance with all applicable documentation and the instructions we may give you from time to time.

3. Feedback and Logging.

   In exchange for permitting you to access and use the Beta Products in advance of their commercial release, you agree to respond to surveys, questionnaires, and other inquiries we may make from time to time. At our request, or on your own initiative, you: (a) shall provide us with information and feedback regarding the features and performance of the Beta Products, and information regarding any and all errors, or failures in the Beta Products; and (b) may provide ideas or suggestions for enhancements and improvements to the Beta Products ((a) and (b), collectively, the “Feedback”). You hereby assign to us all right, title, and interest in and to the Feedback, and agree that we are free to use the Feedback without payment or restriction. Feedback is our Confidential Information. While you use the Beta Products or communicate with us in connection with this Agreement, we may monitor and log your use of the Beta Products. We may use any such logs without restriction, including to improve our products and services.

4. Confidential Information.

   “Confidential Information” means: (a) with respect to you, any data and information you upload or expose to or through the Beta Products (“User Data”); and (b) with respect to MotherDuck, any non-public information that we disclose to you or that you obtain in connection with this Agreement that relates to (i) the Beta Products (including any related documentation, Feedback, or any information regarding its actual or contemplated features, functionality, design or performance) or (ii) our other present or future products, plans, prices, or customers. However, Confidential Information does not include information that either of us can show is or becomes public without breach of this Agreement, or that either of us obtains from a third party not under an obligation of confidentiality. Each of you and us shall protect the confidential and proprietary nature of the Confidential Information and shall not (1) use Confidential Information for any purpose other than the purposes expressly authorized in this Agreement, or (2) except as required by law, disclose Confidential Information to any third party.

5. Term and Termination

   This Agreement continues until final release versions of the Beta Products are made commercially available, unless earlier terminated pursuant to this Section 5 (the “Term”). We or you may terminate this Agreement at any time for any reason upon notice. Sections 3 through 9 survive any termination or expiration of this Agreement.

6. Intellectual Property.

   As between you and us: (a) we retain all right, title and interest (including all intellectual property rights), in and to the Beta Products, including its visual interfaces, graphical design, computer code, documentation and all other elements; and (b) you retain all right, title and interest in your User Data. You hereby grant to us a nonexclusive, worldwide, royalty free, fully paid up, transferable right and license to use your User Data and any other data you make available to us for the purpose of exercising our rights and performing our obligations under this Agreement.

7. Disclaimer.

   MotherDuck is committed to creating a reliable, high-performing product, and the feedback you provide based on your participation in our beta program will enable us to continuously improve the Beta Products in preparation for a full commercial release. To that end, MotherDuck will use commercially reasonable efforts to: (i) promptly investigate and resolve material technical issues or bugs you report to MotherDuck; and (ii) implement reasonable security practices for the purpose of safeguarding sensitive information you upload or input into the Beta Products against unauthorized disclosures. However, you understand and agree that (a) the Beta Products are pre-release and made available to you at no cost, so we do not offer any warranties, including with respect to their reliability or performance (b) the Beta Products are not designed for use in a production environment or in connection with mission-critical infrastructure, and (c) we may update the Beta Products from time to time without notice, and any such update could adversely affect the performance or availability of the Beta Products. We do not guarantee that you will be able to access the Beta Products or that your access to the Beta Products will be uninterrupted or bug free. THE BETA PRODUCTS ARE PROVIDED “AS IS,” AND WE HEREBY DISCLAIM ALL WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8. Limitation of Liability.

   UNDER NO CIRCUMSTANCES WILL WE BE LIABLE TO YOU FOR (A) ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, RELIANCE, OR SPECIAL DAMAGES, OR (B) AGGREGATE TOTAL DAMAGES OR LIABILITY OF ANY KIND IN EXCESS OF FIFTY DOLLARS ($50). THE FOREGOING LIMITATIONS APPLY WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN. The immediately foregoing sentence will apply to the maximum extent permissible under applicable law. You acknowledge that our ability to offer you access to the Beta Products in advance of their commercial release is based on these limitations, and that such limitations represent a reasonable allocation of risk between you and us.

9. Modification of the Site.

   MotherDuck reserves the right to modify or discontinue the Site at any time (including by limiting or discontinuing certain features of the Site), temporarily or permanently, without notice to you. MotherDuck will have no liability for any change to the Site or any suspension or termination of your access to or use of the Site.

10. Miscellaneous.

    This Agreement constitutes the entire agreement between you and us with respect to the Beta Products. Any amendment or modification must be in writing and duly executed by both of us. In the event that any portion of this Agreement is held unenforceable, the unenforceable portion will be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties, and the rest of the Agreement will remain in full force and effect. Waiver of any breach or provision of this Agreement will not be construed as a waiver of any other breach or provision. You shall not assign this Agreement or any of its rights or obligations under this Agreement without our prior written consent, and any such attempted assignment will be void and of no effect. We may assign this Agreement and all of its rights and obligations hereunder without limitation. This Agreement will bind the parties’ respective heirs, successors, and permitted assigns. This Agreement is governed by the laws of the State of Washington, and the federal and state courts located in King County, Washington, have exclusive jurisdiction over all actions arising hereunder.