Terms of Use

BY ACCESSING OR USING THE SERVICES, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR ACCESS TO OR USE OF THE SERVICES, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING THE PRIVACY POLICY (DEFINED BELOW) (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICES. YOUR USE OF THE SERVICES, AND MOTHERDUCKS’S PROVISION OF THE SERVICES TO YOU, CONSTITUTES AN AGREEMENT BY MOTHERDUCK AND BY YOU TO BE BOUND BY THESE TERMS.

1. Overview and License Grants.

   1. The Services provides information about MotherDuck’s serverless data analytics platform.
   2. You grant MotherDuck a non-exclusive, worldwide, sublicensable right to access, collect, use, copy, store, host, disclose, transmit, transfer, publicly display, modify, create derivative works of, and otherwise process (collectively, "Process") Customer Data: (i) to provide the Services (including by Processing the Customer Data to provide responses to your submitted database queries) and related support to you, (ii) as required by applicable law, (iii) as necessary to facilitate, maintain, and operate an integration with Third-Party Platforms, (iv) to contact you about products and services that might be of interest to you (and to provide the Customer Data to third parties that may do the same), and (v) as otherwise agreed in writing by the parties.
   "Customer Data" means any data or information that is provided by or for you to the Services, in connection with the Services, generated or derived from the Services, or that MotherDuck receives from you, whether directly or via an integration with a Third-Party Platform (as defined below).
   3. You warrant to MotherDuck that: (i) you have sufficient rights to grant the rights and licenses provided herein and it has made all disclosures, provided all notices, and has obtained all rights, consents, and permissions necessary for MotherDuck to Process Customer Data set forth herein without violating or infringing laws, third-party rights, or terms or policies that apply to the Customer Data; and (ii) the Customer Data is not subject to any laws that impose upon MotherDuck any legal or regulatory compliance requirements or liability as a result of MotherDuck’s possession or Processing of the Customer Data in accordance herewith.
   4. You grant MotherDuck a non-exclusive, worldwide, sublicensable right to Process deidentified data created, generated, derived, or otherwise Processed from Customer Data or use of the Services, such as technical logs, data, queries and instructions submitted by you, and learnings about your use of the Services (collectively, “Usage Data”) for internal business purposes, including to: (i) monitor the performance and stability of the Services; (ii) prevent or address technical issues with the Services; (iii) improve the Services, its other products and services, and to develop new products and services; and (iv) for all other lawful business practices, such as analytics, benchmarking, and reports. For the avoidance of doubt, this paragraph does not grant MotherDuck any right to disclose or sell the Customer Data to any third party.

2. Eligibility.

   You must be at least 18 years old to use the Services. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Services or any other service provided by MotherDuck; and (c) your use of the Services is in compliance with any and all applicable laws and regulations.

3. Information You Submit.

   Do not submit any information or other materials that you consider confidential or proprietary through the Services. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Services (“Feedback”), then you do so on a non-confidential basis (regardless of any designation or indication to the contrary in the submitted information or any accompanying correspondence) and you hereby grant MotherDuck an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free transferable, sublicensable right to exploit the Feedback in any manner and for any purpose, including to improve the Services and create other products and services.

4. Prompts and Outputs.

   The Services may allow you to submit text to the Services for processing (“Prompts”). The Services may generate responses based on your Prompts (“Outputs”) using third-party AI-powered chatbots, and your Prompts and the Outputs may be monitored and recorded by us and our third-party chatbot providers. You represent and warrant that you have all rights and have provided any notices and obtained any consents necessary for us to process any Prompts you submit to the Services. You also represent and warrant that your submission of Prompts to us will not violate these Terms or any laws applicable to those Prompts, including any privacy or data protection laws governing personal information contained in your Prompts.

5. Ownership; Proprietary Rights.

   The Services are owned and operated by MotherDuck. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Services (“Materials”) provided by MotherDuck are protected by intellectual property and other laws. All Materials included in the Services are the property of MotherDuck or its third-party licensors. Except as expressly authorized by MotherDuck, you may not make use of the Materials. MotherDuck reserves all rights to the Materials not granted expressly in these Terms.

6. Linked Websites.

   The Services may contain links to third party websites. Linked websites are not under MotherDuck’s control, and MotherDuck is not responsible for their content.

7. Credentials.

   You may access and use the Services using the credentials, API keys, and other login mechanisms designated by MotherDuck (“Log-in Credentials”). You must keep your Log-in Credentials confidential and not share them with any third party other than your agents and third-party service providers for the purpose of enabling them to provide services to you. You are responsible for all actions taken through your Log-in Credentials.

8. Prohibited Conduct

   .

   YOU AGREE NOT TO, AND NOT TO PERMIT ANYONE ELSE TO:

   1. use the Services for any illegal purpose or in violation of any local, state, national, or international law;
   2. violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
   3. interfere with security-related features of the Services, including by (i) disabling or circumventing features that prevent or limit use or copying of any content or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Services except to the extent that the activity is expressly permitted by applicable law;
   4. interfere with the operation of the Services or any user’s enjoyment of the Services, including by uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code or interfering with or disrupting any network, equipment, or server connected to or used to provide the Services;
   5. perform any fraudulent activity including impersonating any person or entity, or claiming a false affiliation;
   6. distribute or resell the Services on a standalone basis to a third party;
   7. reverse engineer, decompile, disassemble, or seek to access the source code of, or non-public application programming interfaces to, the Services;
   8. modify or create derivative works of the Services or copy any element of the Services (other than authorized copies of the MotherDuck Plug-In and MotherDuck SDK);
   9. remove or obscure any proprietary notices in the Services;
   10. interfere with the operation of the Services, circumvent any access restrictions, or conduct any security or vulnerability test of the Services without obtaining MotherDuck’s prior written consent in advance in each instance; or
   11. attempt to do any of the acts described in this Section 8 or assist or permit any person in engaging in any of the acts described in this Section 8.

9. Modification of these Terms.

   We reserve the right to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. Except as expressly permitted in this Section 8, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.

10. Modification of the Services.

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

11. Third-Party Platforms.

    Certain features of the Services may enable integration with third-party platforms, add-ons, services, or products not provided by MotherDuck (“Third-Party Platforms”). If you direct MotherDuck to transmit data to, or receive data from, a Third-Party Platform on your behalf (including by enabling the applicable integration in the settings of the Services), then you authorize MotherDuck to Process any such data (including Customer Data) in connection with the applicable integration, in a manner consistent with the functionality of the Services requested by you and the permissions granted to MotherDuck by the relevant integration (which Processing may include, without limitation, performing queries on the data held by the Third-Party Platform). You acknowledge and agree that your use of a Third-Party Platform is subject to your agreement with the relevant provider of such Third-Party Platform, and that MotherDuck is not a party to such agreement. MotherDuck does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability, or interoperability with the Services or how the Third-Party Platforms or their providers use Customer Data. All data received from Third-Party Platforms on your behalf will be deemed Customer Data under these Terms.

12. Term.

    These Terms are effective beginning when you accept the Terms or first access, or use the Services, and ending when terminated as described in this Section 11. If you violate any provision of these Terms, your authorization to access the Services and these Terms automatically terminate. In addition, MotherDuck may, at its sole discretion, terminate these Terms, or suspend or terminate your access to the Services, at any time for any reason or no reason, with or without notice. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Services; (b) you will no longer be authorized to access the Services; and (c) Sections 3, 5 and 12 through 16 will survive.

13. Indemnity.

    To the fullest extent permitted by law, you are responsible for your use of the Services, and you will defend and indemnify MotherDuck and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “MotherDuck Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Services; (b) your violation of any portion of these Terms or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property or other proprietary right or right of publicity, confidentiality, or privacy; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of the applicable claims.

14. Disclaimers; No Warranties

    1. THE SERVICES AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. MOTHERDUCK DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICES AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICES, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. MOTHERDUCK DOES NOT WARRANT THAT THE SERVICES OR ANY PORTION OF THE SERVICES, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICES, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND MOTHERDUCK DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
    2. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICES, MOTHERDUCK ENTITIES, OR ANY MATERIALS OR CONTENT MADE AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY THAT IS NOT EXPRESSLY STATED IN THESE TERMS OR A SEPARATE WRITTEN AGREEMENT BETWEEN YOU AND MOTHERDUCK. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICES OR YOUR ACCESS TO OR USE OF THE SERVICES. YOU UNDERSTAND AND AGREE THAT YOU ACCESS AND USE THE SERVICES AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICES) OR ANY LOSS OF DATA.
    3. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. MotherDuck does not disclaim any warranty or other right that MotherDuck is prohibited from disclaiming under applicable law.

15. Limitation of Liability

    1. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE MOTHERDUCK ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICES OR ANY MATERIALS OR CONTENT ON THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY MOTHERDUCK ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
    2. TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE MOTHERDUCK ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICES OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $100.
    3. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 15 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

16. Miscellaneous

    1. General Terms. These Terms, together with the Privacy Policy available at https://motherduck.com/privacy-policy/ (the "Privacy Policy") and any Additional Terms (defined below), are the entire and exclusive understanding and agreement between you and MotherDuck regarding your use of the Services. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word "including" means "including but not limited to". If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
    2. Governing Law. These Terms are governed by the laws of the State of Washington without regard to conflict of law principles that would result in the application of the laws of another jurisdiction. You and MotherDuck submit to the personal and exclusive jurisdiction of the state courts and federal courts located within King County, Washington for resolution of any lawsuit or court proceeding permitted under these Terms.
    3. Acceptable Use Policy. When using the Services, you will comply with MotherDuck’s Acceptable Use Policy (available at https://motherduck.com/acceptable-use-policy).
    4. Additional Terms. Your use of the Services is subject to all additional terms, policies, rules, or guidelines applicable to the Services or certain features of the Services that we may post on or link to from the Services or that you agree to in connection with certain technology or services made available to you by or on behalf of MotherDuck (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
    5. Consent to Electronic Communications. By using the Services, you consent to receiving certain electronic communications from us. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
    6. Contact Information. The Services is offered by MotherDuck Corporation, located at This is our mail address - 2811 Fairview Ave E, Suite 2000, Seattle, Washington 98102. You may contact us by sending correspondence to that address or by emailing us at info@motherduck.com.
    7. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of the Services.