Effective Date: March 4, 2026
This Datagrid Master Service Agreement, including any Order Forms and SOWs, (“Agreement”) governs Customer's use of Datagrid Service. This Agreement is between Datagrid and Customer, who may also be referred to herein individually as “Party” or together as the “Parties.” Capitalized terms used but not otherwise defined herein have the respective meanings designated in Section 12. The Parties hereby agree as follows:
Subject to Customer's compliance with this Agreement, Datagrid shall make the Subscription Services available to Customer during the Subscription Term for Customer's internal business use (including, for example, to coordinate vendors on Customer's projects) in accordance with the applicable Order Form.
Subject to Section 8.2(b), Datagrid may issue Updates for the Services during the Subscription Term. Customer agrees, however, that its purchase and use of the Subscription Services are not contingent on any future functionality or features, or dependent on any oral or written statements made by Datagrid or any of its Affiliates regarding future functionality or features.
Datagrid shall maintain the administrative, technical, and physical safeguards set out in Appendix B of the Data Processing Addendum (“DPA”). Where Customer's use of the Subscription Services includes the processing of Customer Personal Data, such use will be governed by the DPA. Customer shall only provide to Datagrid the minimum amount of personal data necessary to enable Customer to use the Datagrid Services in accordance with this Agreement.
Customer may elect, at its option, to participate in any Beta Service. Customer's use of any Beta Service is subject to additional restrictions Datagrid specifies. If Customer participates in a Beta Service, it agrees to test and provide ongoing feedback about the Beta Service. Beta Services are solely for Customer's evaluation purposes and are subject to the use restrictions in Section 4.1. Unless otherwise stated, Customer's use of any Beta Service will end on the earlier of the date of such Beta Service's commercial release or the date Datagrid discontinues the Beta Service. Datagrid may change or discontinue Beta Services at any time without notice or liability. Datagrid may choose not to make Beta Services generally available. Beta Services are not “Services” and are provided “as is.” Any warranties or contractual commitments Datagrid makes for other Services do not apply to Beta Services. Datagrid and its Affiliates will have no liability or obligation for any damage or harm arising from or in connection with any Beta Service.
This Agreement is effective as of the Effective Date and will continue until the services described in the Order Form and any SOW(s) have been completed, expired, or terminated.
The Subscription Term described in each Order Form will commence on the Order Form's effective date and continue for the “Initial Term” as specified therein. Upon expiration of the Initial Term, the Agreement will automatically renew for additional one (1) year periods (“Renewal Term”) unless either Party provides written notice of non-renewal at least ninety (90) days prior to the end of the Initial Term or any Renewal Term. Rates for Subscription Fees during Renewal Terms will not increase by more than the Consumer Price Index (All Urban Index, latest year available) plus five percent (5%), unless otherwise agreed in writing.
Either Party may terminate this Agreement or any Order Form or SOW upon notice if the other Party is in material breach of this Agreement, where such material breach is not cured (to the extent capable of being cured) within thirty (30) days after receiving notice of breach from the non-breaching Party, or with immediate effect where such material breach cannot be cured. For the avoidance of doubt and without limiting Datagrid's rights, Customer's noncompliance with Section 3.1, Section 3.2, or Section 4.1 will be deemed a material breach of this Agreement. Either Party may terminate this Agreement with immediate effect if the other Party becomes the subject of a petition in bankruptcy or other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors, and such petition or proceeding is not dismissed within forty-five (45) days.
Upon the termination of this Agreement for any reason (a) unless otherwise agreed by the Parties in writing, all outstanding Order Forms, SOWs, and access to the Subscription Services will automatically terminate; (b) Customer and its Authorized Users shall immediately cease access and use of the Subscription Services, and (c) all Customer's outstanding payment obligations will become due and payable immediately. Following termination, Datagrid will have no obligation to maintain or provide any Customer Data, and thereafter may delete or destroy all copies of Customer Data. If Datagrid is required to retain a copy of Customer Data for legal purposes, such copy will remain subject to the confidentiality provisions of this Agreement.
In the event of Customer's or an Authorized User's breach of this Agreement, including without limitation for Non-Payment Suspension or violation of the restrictions in Section 4.1, Datagrid may, in its reasonable discretion, suspend Customer's or an Authorized User's access to or use of the Subscription Services. Notwithstanding the foregoing, unless the circumstances dictate otherwise, Datagrid shall reasonably notify Customer and the Authorized User via email before taking the foregoing actions, and shall restore access once the breach has been remedied.
The Sections titled “Term; Renewal; Termination” (Section 2), “Fees; Payment Terms” (Section 3), “Restrictions; Customer's Responsibilities; Proprietary Rights; Affiliates” (Section 4), “Confidentiality” (Section 7), “Representations; Warranties; Exclusive Remedies; Disclaimers” (Section 8), “Limitation of Liability” (Section 9), “Indemnification” (Section 10), and “General Provisions” (Section 11) will survive any termination of this Agreement.
Customer may request to upgrade its service plan during the term of this Agreement by providing written notice to Datagrid. If such a request is made, Customer shall pay the difference between the fees for the current service plan and those for the upgraded plan. Customer will be invoiced for the upgrade, with payment due in accordance with Section 3. Datagrid reserves the right to deny any upgrade request that does not align with the fee schedule attached to the Order Form. In the event of any dispute regarding upgrade fees, the Parties agree to attempt to resolve the matter amicably before resorting to formal dispute resolution. Upon mutual agreement, this Agreement will be deemed amended to reflect any approved upgrade.
Customer shall pay for the Service at the Subscription Fees as set forth in the Order Form (“Fees”). Any discounts provided during the initial term do not carry over to renewal terms. All Fees are non-cancelable and non-refundable. Datagrid's Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities; Customer is responsible for all such taxes (excluding U.S. taxes based on Datagrid's income). All charges will be paid in U.S. Dollars using the accepted methods of credit card or Automated Clearing House (ACH) transfer. Datagrid will invoice Customer at the time of the initial Order Form and, for annual subscriptions, approximately one month in advance of any renewal or subsequent billing period. All invoiced amounts are due and payable within thirty (30) days of the invoice date.
All overages will be due and payable within thirty (30) days following the end of the Subscription Term or as otherwise specifically agreed in the applicable Order Form.
Customer may dispute in good faith the amount on an invoice in writing before the due date of such invoice, and shall work diligently with Datagrid to promptly resolve the dispute. If Customer fails to pay any undisputed portion of a past due invoice within ten (10) calendar days after receiving notice that its account is overdue, Datagrid may, without limiting its other rights and remedies, suspend the Services until such amounts are paid in full (“Non-Payment Suspension”). Datagrid is not obligated to continue to provide Services without payment of applicable Fees.
Datagrid may, at its sole discretion, continue to provide the Service during periods of non-payment without waiving its right to suspend or terminate access in the future. If the Service continues during non-payment, Customer remains liable for all outstanding and future Fees. If the Service is suspended and later restored upon payment, Customer is not entitled to any extension of the Subscription Term or compensation for the period of suspension. If the Agreement is terminated due to non-payment, Datagrid may delete Customer data after a thirty (30) day grace period, unless otherwise required by law.
If Customer purchases Services through a Reseller, the pricing and payment terms for such Services are between Customer and Reseller (“Reseller Terms”). Customer acknowledges that (a) all payments for Services procured via a Reseller will be made directly to the Reseller and in accordance with the Reseller Terms; and (b) if a Reseller notifies Datagrid of its right to terminate or suspend any Services, Datagrid may terminate or suspend such Services. Datagrid will not be liable to Customer or any third party for any liabilities, claims, or expenses arising from or relating to any applicable Reseller Terms, or Customer's relationship with any Reseller.
Customer shall not and shall not permit others to (a) make any Services available to any third party other than Customer or Authorized Users; (b) sell, resell, license, sublicense, distribute, rent, or lease any Services, or include any Services in a service bureau or outsourcing offering; (c) use the Services to store or transmit infringing, tortious, libelous, or otherwise unlawful material that violates the rights of any third party, or Harmful Code; (d) use the Services in a way that seeks to interfere with or disrupt the integrity or performance of the Services or any third-party data contained therein; (e) use the Services to exploit any Datagrid Intellectual Property Rights except as otherwise expressly permitted under this Agreement, an Order Form, or the Documentation; (f) frame or mirror any part of the Services, except as permitted by and in accordance with the Documentation; (g) access the Services in order to develop a competitive product or service, to benchmark with a non-Datagrid product or service, or to otherwise exploit for competitive purposes; (h) reverse engineer, copy, or modify any software included as part of the Services; (i) use the Services to store or transmit harmful, abusive, threatening, obscene, defamatory, bigoted, or otherwise objectionable material; (j) use the Services to send unsolicited communications, promotions, or advertisements in violation of any applicable anti-spam or e-privacy law, rule, or regulation; or (k) use any automated device or process, such as a robot, spider, datamining, web-scraping, or other means to circumvent, access, use, or integrate with the Services or its contents, including but not limited to other user account information.
Only Authorized Users are permitted to access and use the Services. Customer shall be solely responsible for (a) Authorized Users' compliance with this Agreement, any Order(s) issued hereunder, and any activities that occur as a result of Authorized Users' access to the Services; (b) the accuracy and quality of Customer Data, the means by which Customer acquired Customer Data, and obtaining appropriate usage rights with respect to Customer Data; (c) maintaining the confidentiality of Customer usernames, passwords, and other account information or access credentials (as applicable); and (d) ensuring Authorized Users use the Services only in accordance with the Documentation. Customer shall follow all requirements under applicable law, which may include providing notice and disclosures to Authorized Users and/or Data Subjects that Customer Personal Data (as defined in the DPA) is subject to Customer's own privacy policy and other terms regarding the use or handling of Customer Personal Data as required by applicable Data Protection Law. Customer acknowledges that Datagrid does not assess the type or substance of Customer Data to identify whether it is Customer Personal Data and/or subject to any specific legal requirements. Customer shall notify Datagrid promptly upon learning of any unauthorized use of or access to the Services.
(a) Customer Data. As between the Parties, Customer Data and Customer's Confidential Information are and will remain owned exclusively by Customer. Customer hereby grants Datagrid, its Affiliates, and its subprocessors a worldwide right and license to process and use Customer Data for the purposes of: (i) providing, maintaining, securing, analyzing, and updating the Services; (ii) collecting and compiling data, insights, and information in an aggregated and/or de-identified manner that does not identify Customer, Customer Confidential Information, Authorized Users, or any individual (“Aggregated Data”); and (iii) complying with legal or regulatory obligations, enforcements, investigations, or similar proceedings. Customer acknowledges that Datagrid or its Affiliates may review Customer's use of the Subscription Services for the purpose of providing Services and verifying Customer's compliance with this Agreement. Datagrid's use of Customer Data will comply with Section 1.3 (Security and Data Privacy) and Section 7.2 (Protection of Confidential Information).
(b) Ownership; Reservation of Rights. As between the Parties, all Intellectual Property Rights, including Intellectual Property Rights in the Services, Updates, Beta Services, Documentation, Aggregated Data, and Datagrid's Confidential Information, are and will remain owned exclusively by Datagrid and its Affiliates, as applicable. Datagrid may freely use and incorporate into Datagrid's products and services any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by Customer or by any Authorized Users relating to Datagrid's products or services. Feedback and any other suggestions are provided by Customer exclusively “as is,” in Customer's sole discretion, and will not be used in Datagrid in any way that identifies Customer or Authorized Users. Unless otherwise specified in an applicable SOW, all deliverables (excluding any Customer Data contained within a given deliverable), provided in the performance of Professional Services are owned by Datagrid and will be made available as part of the Subscription Services provided under this Agreement. Nothing in this Agreement will preclude or limit Datagrid from using or exploiting any concepts, ideas, techniques, or know-how of or related to the Services. Other than as expressly set forth in this Agreement, no license or other rights in or to the Services or other Datagrid Intellectual Property Rights are granted to Customer, and all such rights are expressly reserved to Datagrid and its Affiliates.
Customer may designate its Affiliates as Authorized Users. Additionally, Customer's Affiliates may purchase Services by entering into a separate Order Form with Datagrid or Datagrid's applicable Affiliate, in which case “Customer” as is defined herein will mean that Affiliate. Each Affiliate's Order Form(s) are separate and distinct from Customer's and its other Affiliates' respective Order Forms, unless otherwise set forth on an applicable Order Form.
Customer may purchase DGUs in pre-defined bundles, with specific terms and pricing outlined in a separate Order Form executed by both Parties. DGUs may be redeemed for the services described in the Datagrid Consumption Unit Table available at https://www.datagrid.com/credit-usage (“Datagrid Consumption Unit Table”), which includes the specific DGU cost for each service provided that is subject to the Datagrid Consumption Unit Table.
Datagrid will provide Customer with a consumption meter in the main dashboard of the Customer account, displaying overall DGU usage and a summary of services utilized. While the meter does not provide line-by-line transaction details, it offers sufficient granularity for Customer to understand its consumption.
Datagrid may update its Datagrid Consumption Unit Table periodically. Updates will be reflected on the Datagrid Consumption Unit Table's “Effective Date,” and for material updates that increase the cost of items in the Datagrid Consumption Unit Tables by more than the Consumer Price Index plus 5% over a 12-month period, Datagrid will provide at least sixty (60) days' written notice via email or through the Datagrid Service dashboard. Customers with an active subscription may purchase additional DGUs at the existing pricing in their Order Form until the end of their current Subscription Term. Upon renewal, updated pricing will apply. Any updates to pricing will take effect on Customer's next billing cycle following the notice period, and Customer's continued use of the Service constitutes acceptance of the new terms.
Datagrid is not obligated to provide line-by-line details of DGU consumption. The provided consumption meter balances transparency with administrative efficiency.
Customer agrees to participate in a press release following execution of this Agreement and upon successful implementation, naming Customer as a Datagrid customer. Customer further agrees to allow its name to be used in sales materials and user literature referencing Datagrid's customers, and to permit the use of its name, without implying endorsement, in listings of Datagrid's customers. Upon Datagrid's reasonable request, Customer will make efforts to serve as a reference account and participate in case studies or other promotional activities.
“Confidential Information” means all information or data disclosed by a Party or any of its Affiliates (as applicable, the “Disclosing Party”) to the other Party or any of its Affiliates (as applicable, the “Receiving Party”) that is confidential, proprietary, or otherwise not publicly available, or that reasonably should be understood to be confidential given the nature of the information or the circumstances of disclosure, whether oral or in writing, and disclosed during the Term in connection with the Services. Confidential Information includes (a) with respect to Customer, Customer Data; (b) with respect to Datagrid, the Services, pricing, and the Beta Services, including any discussions or information related to Beta Services; and (c) with respect to a Party, any technical, financial, economic, marketing, strategic, business, product, design, or operational information of such Party, including the terms of this Agreement and all Order Forms and SOWs. Confidential Information does not include any information that the Receiving Party can demonstrate (i) is or becomes generally known to the public without breach of this Agreement or any other agreement by the Receiving Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without restriction on disclosure and without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reference to any Confidential Information, as demonstrated by contemporaneous written documentation.
The Receiving Party shall (a) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care); (b) not use any Confidential Information for any purpose outside the scope of this Agreement; and (c) except as otherwise expressly consented to by an authorized representative of the Disclosing Party, limit access to Confidential Information to its legal counsel, accountants, and those of its and its Affiliates' employees and contractors who need that access for purposes consistent with this Agreement and who are under obligations to maintain confidentiality no less restrictive than those herein (“Authorized Recipients”). Each Party shall remain responsible for such Authorized Recipients' compliance with this “Confidentiality” Section.
To the extent compelled by law or legal process, the Receiving Party may disclose Confidential Information under the following conditions: (a) the Receiving Party shall give prior notice of the compelled disclosure to the Disclosing Party (to the extent legally permitted); (b) (i) if the Disclosing Party wishes to contest the compelled disclosure, the Receiving Party shall provide reasonable assistance to the Disclosing Party, at the Disclosing Party's cost, or (ii) if the Disclosing Party does not contest the disclosure, or its attempts to contest the disclosure have failed, and the Receiving Party is compelled to disclose the Disclosing Party's Confidential Information, then the Receiving Party shall disclose only the minimum information that is required to be disclosed; and (c) any Confidential Information so disclosed shall retain its confidentiality protections for all other purposes. Disclosing Party shall reimburse the Receiving Party for the reasonable costs and expenses related to the production of the Disclosing Party's Confidential Information.
Each Party represents and warrants that it has the necessary rights to enter into this Agreement and has the legal power to do so.
Datagrid warrants that (a) the Subscription Services will perform materially in accordance with the applicable Documentation; (b) Datagrid will not materially reduce the core functionality of the Subscription Services during the current Subscription Term; and (c) Datagrid will perform the Professional Services in a diligent and professional manner. Customer's exclusive remedy and Datagrid's entire liability for a breach of the above warranties will be, at Datagrid's option, (i) the correction of the deficient Service that caused the breach of warranty, or (ii) provision of comparable functionality. If Datagrid, as determined in its reasonable discretion, cannot accomplish (i) or (ii), then Datagrid shall terminate the deficient Service and refund to Customer any prepaid Fees for the terminated Service, prorated to cover the remaining portion of the Subscription Term following notice of the breach of warranty.
Except as expressly provided herein, neither Party nor its licensors or subprocessors makes any warranty of any kind, whether express, implied, statutory, or otherwise, and each Party and its licensors and subprocessors specifically disclaim all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose, title, or non-infringement, to the maximum extent permitted by applicable law. Datagrid does not warrant that Services will be error-free or uninterrupted, or will meet Customer's requirements or expectations.
Except with regard to a Party's indemnification obligations under Section 10 (“Indemnification”), neither Party nor its respective Affiliates will be liable for any loss of profits, revenues, goodwill, anticipated savings, or use, costs of substitute goods or services, business interruption, or work stoppage, or any indirect, special, incidental, exemplary, punitive, or consequential damages, however caused, and based on any theory of liability, arising out of or relating to this Agreement, whether for breach of contract, breach of warranty, tort (including negligence), product liability, or otherwise, even if such Party is advised of the possibility of such damages. The foregoing disclaimer will not apply to the extent prohibited by applicable law.
A Party's and its respective Affiliates' aggregate cumulative liability for all damages arising out of or related to this Agreement will not exceed the applicable Fees paid or payable to Datagrid in an Order Form or SOW for the applicable Services and attributable to the twelve (12) month period immediately preceding the event giving rise to the liability. The existence of more than one claim will not expand this limit. The liability limitations under this Section 9.2 will not apply to (a) Customer's obligations to pay Fees due under this Agreement; (b) either Party's indemnity obligation amounts under Section 10; (c) either Party's gross negligence, willful misconduct, or fraud; or (d) either Party's negligence on-site during the performance of Professional Services that results in death or personal injury. Nothing in this Agreement excludes or limits any liability that cannot be excluded or limited under applicable law.
(a) Datagrid shall defend any claim brought against Customer by a third party to the extent such claim alleges that Customer's use of the Subscription Services (as authorized in this Agreement, and as provided by Datagrid to Customer) (1) infringes any valid and enforceable third-party patent, copyright, or trademark, or (2) misappropriates a third-party trade secret (a “Claim”). If a third party makes a Claim against Customer, Datagrid shall pay all damages (including reasonable attorneys' fees) finally awarded against Customer by a court of competent jurisdiction, or the settlement agreed to by Datagrid with respect to such Claim.
(b) If any Claim is brought or threatened, or if Datagrid reasonably believes that the Subscription Services may become the subject of a Claim, Datagrid may, at its sole option and expense (1) procure for Customer the right to continue to use the applicable Subscription Service; (2) modify the Subscription Service to make it non-infringing; (3) replace the affected aspect of the Subscription Service with non-infringing technology having substantially similar capabilities; or (4) if Datagrid determines none of the foregoing is commercially practicable, terminate the affected Subscription Service and refund Customer any prepaid Fees related to the applicable Subscription Services prorated for the remainder of the Subscription Term.
(c) Datagrid's defense and indemnity obligations do not apply to, and Datagrid will have no liability with respect to, any Claim arising in whole or part due to (1) any modification of the Subscription Services made by anyone other than Datagrid; (2) any use of the Subscription Services in combination with software, products, or services not provided by Datagrid; (3) Beta Services or Services under an Order Form for which there is no charge (other than discounted Services); (4) Customer's use of the Subscription Services not in compliance with this Agreement; or (5) Customer's failure to use any Update provided by Datagrid, to the extent such Update would make the Services non-infringing.
This indemnity states Datagrid's entire liability, and Customer's exclusive remedy, for any Claims as described in Section 10.1.
Customer shall defend any claim or regulatory action brought against Datagrid by a third party to the extent such claim relates to the Customer Data (if used by Datagrid in accordance with this Agreement) or use of the Services under this Agreement. If a third party makes such a claim against Datagrid, Customer shall pay all damages (including reasonable attorneys' fees) finally awarded against Datagrid by a court of competent jurisdiction or the settlement agreed to by Customer with respect to such claim. This indemnity states Customer's entire liability, and Datagrid's exclusive remedy, for any third-party claims as described in this Section 10.2.
The defense and indemnity obligations above are conditioned upon the indemnified Party providing the indemnifying Party with (a) prompt notice; (b) sole control over the defense and any settlement negotiations; and (c) all information and assistance reasonably requested by the indemnifying Party in connection with the defense or settlement of the indemnifiable claim. The indemnifying Party shall not agree to a settlement that imposes any obligation or liability on the indemnified Party without the indemnified Party's prior written consent, which will not be unreasonably withheld, conditioned, or delayed. The indemnified Party may appear in connection with such claims, at its own expense, through counsel reasonably acceptable to the indemnifying Party.
The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.
Notices to Customer will be delivered via email or overnight delivery at the address associated with the Order Form. Notices to Datagrid will be delivered via email to legalnotice@procore.com or by overnight delivery to Datagrid AI, Inc. (a subsidiary of Procore Technologies, Inc.), Attention Chief Legal Officer, 6309 Carpinteria Ave., Carpinteria, CA 93013 USA. All notices must be in writing and will be effective when received.
Each Party shall not assign this Agreement, in whole or part, or any right or interest herein, without the other Party's prior written consent, not to be unreasonably withheld, and any purported assignment without such consent will be void. However, either Party may assign this Agreement without consent to an Affiliate, or in connection with a merger, consolidation, corporate reorganization, sale of all or substantially all of its assets or business, or other change-of-control transaction. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Assignment will not relieve Customer of its obligation to pay Fees incurred before the assignment.
Each Party shall comply with applicable laws in performance of this Agreement. Neither Party has promised, made, or received any bribe, kickback, or other similar payment or transfer of value from or to any director, officer, employee, agent, or other representative of the other Party in connection with this Agreement. Reasonable and lawful gifts, entertainment, sponsorships, and donations do not violate the above restriction.
Each Party shall comply with all applicable Export Control and Sanctions Laws and Regulations in connection with providing and using the Services. Without limiting the foregoing, (a) each Party represents that it is not listed on any list of entities or individuals who are restricted from receiving U.S. services or items subject to jurisdiction of U.S. Export Controls or U.S. persons transacting with it (including but not limited to the Specially Designated Nationals and Blocked Persons List and the Entity List) nor is it owned or controlled by any such listed entity or individual; (b) Customer shall not, and shall ensure that Authorized Users do not, violate any Export Control and Sanctions Laws and Regulations, or cause any such violation to occur; and (c) Customer shall not use or cause any person to use the Services to store, retrieve, or transmit technical data controlled under the U.S. International Traffic in Arms Regulations.
If Customer, or any Authorized User, is a branch, agency, or instrumentality of the United States Government, the following provision applies: The Services and Documentation comprise “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 and are provided to the Government (a) for acquisition by or on behalf of civilian agencies, consistent with the policy in 48 C.F.R. 12.212; or (b) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies in 48 C.F.R. 227.7202-1 and 22.7202-3. The rights of the U.S. Government to use, commercial computer software, commercial computer software documentation, and technical data furnished in connection with this Agreement are solely as provided in this Agreement. No additional rights are provided to the Government unless set forth in a separate written addendum.
Neither Party will be liable for any failure or delay in its performance under this Agreement to the extent due to any cause beyond its reasonable control (a “Force Majeure Event”). The Party suffering a Force Majeure Event shall use reasonable efforts to mitigate against the effects of such Force Majeure Event and shall resume performance as soon as practicable following the Force Majeure Event.
This Agreement is governed by and construed in accordance with the laws of the State of California, without reference to conflict of law rules of any jurisdiction. Any disputes will subject to the exclusive jurisdiction of the federal and state courts located in Los Angeles County, California, and the Parties consent to such jurisdiction. The provisions of the United Nations Convention of Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Acts will not apply to this Agreement in any manner whatsoever.
Notwithstanding the foregoing, the Parties shall attempt in good faith to promptly resolve any disputes arising out of or relating to this Agreement by negotiation between representatives of each Party with the authority to resolve such dispute. If the Parties are unsuccessful in reaching resolution after a reasonable time, such dispute will be submitted to final and binding arbitration. Notwithstanding the foregoing, neither Party is required to arbitrate claims (a) where all named parties seek monetary relief which, in the aggregate, qualifies as a claim that meets the requirements of an applicable small claims court; or (b) seeking injunctive relief. However, if a small claim is transferred, removed, or appealed to a different court, either Party may require that the claim be submitted to final binding arbitration. Any arbitration will take place on an individual basis. If the Parties participate in arbitration, the Parties waive the right to participate in a class, consolidated, or representative action or arbitration, and the right to a trial by jury. If this class action waiver is deemed unenforceable, the class claim will be brought in a court of competent jurisdiction. Arbitration will be conducted in English and administered in accordance with the International Arbitration Rules of the International Centre for Dispute Resolution in Los Angeles County, California. Except as required by law, each Party, and its representatives, shall not disclose the existence, content, or results of any arbitration without the other Party's prior written consent. The arbitrator is not empowered to award damages in excess of compensatory damages and each Party hereby irrevocably waives any right to recover such damages with respect to any dispute resolved by arbitration. The decision of the arbitrator will be in accordance with this Agreement and will be binding upon the Parties. Each Party hereby waives any right it may otherwise have under the laws of any jurisdiction to any form of appeal. Judgment upon the award rendered may be entered in and enforced by any court of competent jurisdiction having jurisdiction over both Parties. This Agreement governs if there is a conflict with the International Arbitration Rules of the International Centre for Dispute Resolution.
This Agreement (together with any Order Forms, SOWs, and linked terms) contains the entire understanding and agreement of the Parties concerning the subject matter hereof and supersedes all prior or contemporaneous communications, representations, agreements, and understandings, either oral or written, between the Parties with respect to its subject matter. This Agreement will only be amended or waived by a writing signed by both Parties; however, the Parties may update and modify this Agreement upon renewal of the Subscription Term. In the event of any conflict or inconsistency between or among the following documents, the order of precedence will be: (1) the DPA, (2) the Order Form, (3) SOW, (4) this Agreement, and (5) any links provided herein. Any amendment will take precedence over the document it amends.
If a provision of this Agreement is unenforceable or invalid, the provision will be revised so as to best accomplish the objectives of the Parties as evidenced by this Agreement, and the remainder of this Agreement will continue in full force. The English language version of this Agreement will be the version used when interpreting or construing this Agreement. Any notices in connection with this Agreement must be provided in English. Either Party's failure to enforce any right under this Agreement will not waive that right. There are no third-party beneficiaries to this Agreement, and Customer acknowledges that Datagrid will have no obligations or liability whatsoever to any third parties with which Customer does business.
“Affiliate” — an entity that controls, is controlled by, or is under common control of a Party, where “control” means ownership or control, directly or indirectly, of more than fifty percent (50%) of the voting interest.
“Authorized User” — any individual or agent authorized by Customer to access or use the Services.
“Beta Services” — Datagrid services, features, or functionality designated as beta, pilot, limited release, preview, non-production, pre-release, or similar.
“Customer” — the legal entity that has entered into this Agreement with Datagrid.
“Customer Data” — any content, data, information, Personal Data, and other materials submitted by Customer or an Authorized User to the Services. Excludes Aggregated Data, publicly available sources, and feedback.
“Datagrid” — Datagrid AI, Inc. and its affiliated entities.
“DGU(s)” or “Datagrid Consumption Unit(s)” — units purchased by Customer that may be consumed during the Subscription Term for applicable Subscription Services, including AI agent interactions, data import and learning, searches, and automations.
“Documentation” — all official Datagrid-provided user guides applicable to the Services, accessible at https://docs.datagrid.com/.
“Export Control and Sanctions Laws and Regulations” — all applicable laws and regulations controlling export, re-export, or in-country transfer of goods, technology, software, or services, or imposing trade/financial sanctions.
“Intellectual Property Rights” — all rights, title, and interest in all intellectual property, including patents, copyrights, trade secrets, mask works, trademarks, and other intellectual property rights of any sort throughout the world.
“Order Form” or “Order” — the proposal, quote, or order document specifying the services and fees for which Customer is subscribing.
“Professional Services” — implementation, technical, consulting, training, and similar services provided by or through Datagrid or its Affiliates.
“Reseller” — a third party authorized by Datagrid or its Affiliates to promote, distribute, and/or resell the Services.
“Service(s)” — collectively, as applicable, the Subscription Services, Support Services, and Professional Services.
“SOW” — a statement of work executed by the Parties describing Professional Services.
“Subscription Fees” — the amount listed in an Order Form for the Subscription Services.
“Subscription Services” — the Datagrid software-as-a-service, and all associated Updates, offered on a subscription basis.
“Subscription Term” — the entire period during which Customer is entitled to use the Subscription Services, including the Initial Term and any applicable Renewal Terms.
“Support Services” — Datagrid's customer support for the Subscription Services described in Exhibit A.
“Updates” — all updates, enhancements, and other modifications that Datagrid makes generally available, at no additional charge, to its customers of the Subscription Services.
Datagrid support consists of Preventive Support and Error Correction during normal business hours.
Datagrid will use reasonable efforts to prevent Service failures by (i) advising Customer of relevant issues affecting other users; (ii) performing necessary remedial work; (iii) proactively remedying security vulnerabilities; and (iv) reviewing Service data to preempt potential problems.
Customer may report defects via email at support@datagrid.com. Defects are classified as follows:
| Severity Level | Classification | Response Requirements |
|---|---|---|
| 1 - Critical | Defect causing the Service to be unusable. | Initial response within 4 hours; immediate management escalation; status update if unresolved within 4 hours. |
| 2 - Significant | Defect materially impacting Service use. | Initial response within 8 hours; management escalation within 16 hours; status update within 24 hours. |
| 3 - Other | Non-critical, non-significant issues. | Initial response within 48 hours; management escalation within 5 business days; status update within 72 hours. |
This Data Processing Addendum (this “DPA”) supplements and forms part of the services agreement between Customer and Datagrid AI, Inc. about the provision of Services by Datagrid to Customer (“Agreement”) when Data Protection Law applies to Customer's access and use of the Services to Process Customer Personal Data.
1.1 Scope and Roles — This DPA applies when Customer Personal Data is processed by Datagrid under applicable Data Protection Law. Customer is the Controller of the Customer Personal Data covered by this DPA, and Datagrid shall be a Processor.
1.2 Details of Data Processing:
1.3 Compliance with the laws — Each party will comply with all laws, rules and regulations applicable to it.
Customer shall provide documented instructions to Datagrid for the Processing of Customer Personal Data. The DPA and Agreement constitute Customer's documented instructions.
Datagrid will not access or use, or disclose to any third party, any Customer Personal Data, except as necessary to maintain or provide the Services, or as necessary to comply with the law.
Datagrid shall ensure that all persons authorized to Process Customer Personal Data are aware of the confidential nature of the data and have committed to confidentiality.
Customer hereby generally authorizes Datagrid to engage Subprocessors. If Customer reasonably objects to a new Subprocessor, Datagrid shall have the right to cure the objection through cancelling use of the Subprocessor, taking corrective steps, ceasing the relevant aspect of Service, or providing alternatives.
Datagrid's provision of the Services will be consistent with the Security Measures and Controls described in Appendix B. In the event of a Personal Data Breach, Datagrid shall notify Customer without undue delay.
Datagrid will inform Customer of requests from Data Subjects exercising their rights and will reasonably assist Customer with handling such requests upon written request.
Datagrid may transfer and process Customer Personal Data to and in the United States. The applicable SCC Controller-to-Processor Clauses will apply to Customer Personal Data transferred from Europe and/or the United Kingdom.
Upon termination, Datagrid shall anonymize or delete all Customer Personal Data in its possession or control.
Customer agrees to defend and indemnify Datagrid from and against any Losses resulting from Customer's violation of this DPA.
Each Party's liability arising out of or related to this DPA is subject to the “Limitation of Liability” section of the Agreement.
Survival of the DPA; Severance; Jurisdiction Specific Terms (including U.S./CCPA provisions); Entire Agreement and Order of Precedence.
Extensive definitions covering: Access Credentials, Action, Affiliates, Alternative Transfer Mechanism, Competent Supervisory Authority, Controller, Customer Personal Data, Data Controller Affiliates, Data Protection Law, Data Subject, Documented Instructions, GDPR, Losses, Personal Data, Personal Data Breach, Processing, Processor, Public Authority Request, SCCs, Subprocessor, UK GDPR.
| Name | Nature / Description | Subject of Processing | Country |
|---|---|---|---|
| Amazon Web Services | Cloud infrastructure, RDS, GuardDuty, S3, CloudWatch, Analytics | Authorized User Identifiers, Internet/Network Activity Data | United States |
| Google, LLC | LLM/AI services, Cloud Storage, Kubernetes, BigQuery, Vertex AI | Authorized User Identifiers, Internet/Network Activity Data | United States* |
| Anthropic | Large Language Model and AI services | Authorized User Identifiers, Internet/Network Activity Data | United States |
| OpenAI | Large Language Model and AI services | Authorized User Identifiers, Internet/Network Activity Data | United States |
| Stripe | Billing/subscription/credit card payments | Authorized User Identifiers, Credit Card Processing Data | United States* |
| Sentry | Application Performance and error monitoring | Authorized User Identifiers, Internet/Network Activity Data | United States |
| Github | Codebase & CICD/Pipeline, Dependabot | Authorized User Identifiers, Internet/Network Activity Data | United States* |
| LaunchDarkly | Feature flags | Authorized User Identifiers, Employment Data, Internet/Network Activity Data | United States |
| Mixpanel | Customer activity assessment | Authorized User Identifiers, Internet/Network Activity Data | United States |
| Zilliz | Milvus (Vector store database) | Authorized User Identifiers, Internet/Network Activity Data | United States |
*Country is United States unless services are accessed from outside the applicable region.
Covers 15 categories: Physical Access Controls, System Access Controls, Data Access Controls, Access Policy, Input Controls, Data Backup, Organizational Management, Audit, Policies, Integration (TLS 1.2+, firewalls, WAF, DDoS protection), Operations, Incident Response, Network Security, Risk Management, Business Continuity.
Data exporter: Customer (as identified in the Agreement)
Data importer: Datagrid AI, Inc., 6309 Carpinteria Ave., Carpinteria, CA 93013, United States; Contact: Chief Legal Officer, legalnotice@procore.com; Role: Processor
See Appendix B to the DPA.
See Appendix A in DPA.