Terms of Service

Definitions

We use these basic terms throughout the agreement, and they have specific meanings. You should know what we mean when we use each of the terms.

• The “Agreement” refers, collectively, to all the terms, conditions, notices contained or referenced in this document (the “Terms of Service” or the "Terms") and all other operating rules, policies (including the Splitgraph Privacy Policy) and procedures that we may publish from time to time on the Website.

• The “Service” refers to the applications, software, products, and services provided by Splitgraph.

• The “Website” refers to Splitgraph’s website located at splitgraph.com, and all content, services, and products provided by Splitgraph at or through the Website. It also refers to Splitgraph-owned subdomains of splitgraph.com. Occasionally, websites owned by Splitgraph may provide different or additional terms of service. If those additional terms conflict with this Agreement, the more specific terms apply to the relevant page or service.

• “The User,” “You,” and “Your” refer to the individual person, company, or organization that has visited or is using the Website or Service; that accesses or uses any part of the Account; or that directs the use of the Account in the performance of its functions. A User must be at least 13 years of age.

• “Splitgraph,” “We,” and “Us” refer to Splitgraph Inc, a registered corporation in Delaware, United States, as well as our affiliates, directors, subsidiaries, contractors, licensors, officers, agents, and employees, including but not limited to Splitgraph Limited, a subsidiary registered in the United Kingdom and Wales No. 11657324.

• An "Account" represents your legal relationship with Splitgraph. A “User Account” represents an individual User’s authorization to log in to and use the Service and serves as a User’s identity on Splitgraph.

• “Content” refers to content featured or displayed through the Website, including without limitation text, data, articles, images, photographs, graphics, software, applications, designs, features, and other materials that are available on the Website or otherwise available through the Service. "Content" also includes Services. “User-Generated Content” is Content, written or otherwise, created or uploaded by our Users. "Your Content" is Content that you create or own.

Account Terms

Required information

You must provide a valid email address in order to complete the signup process. Any other information requested, such as your real name, is optional, unless you are accepting these terms on behalf of a legal entity (in which case we need more information about the legal entity) or if you opt for a paid account, in which case additional information will be necessary for billing purposes.

Account Requirements

We have a few simple rules for User Accounts on Splitgraph's Service.

• You must be a human to create an Account. Accounts registered by "bots" or other automated methods are not permitted. We do permit machine accounts:

• A machine account is an account set up by an individual human who accepts the Terms on behalf of the account, provides a valid email address, and is responsible for its actions. A machine account is used exclusively for performing automated tasks. Multiple users may direct the actions of a machine account, but the owner of the account is ultimately responsible for the machine's actions. You may maintain no more than one free machine account in addition to your free personal account.

• One person or legal entity may maintain no more than one free Account (if you choose to control a machine account as well, that's fine, but it can only be used for running a machine).

• You must be age 13 or older.

• Your login may only be used by one person — i.e., a single login may not be shared by multiple people.

User Account Security

• You are responsible for keeping your Account secure while you use our Service.

• You are responsible for all content posted and activity that occurs under your Account (even when content is posted by others who have Accounts under your Account).

• You are responsible for maintaining the security of your Account and password. Splitgraph cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.

• You will promptly notify Splitgraph if you become aware of any unauthorized use of, or access to, our Service through your Account, including any unauthorized use of your password or Account.

Additional Terms

In some situations, third parties' terms may apply to your use of Splitgraph. For example, you may be a member of an organization on Splitgraph with its own terms or license agreements; you may download an application that integrates with Splitgraph; or you may use Splitgraph to authenticate to another service. Please be aware that while these Terms are our full agreement with you, other parties' terms govern their relationships with you.

Acceptable Use

Compliance with Laws and Regulations

Your use of the Website and Service must not violate any applicable laws, including copyright or trademark laws, export control laws, or other laws in your jurisdiction. You are responsible for making sure that your use of the Service is in compliance with laws and any applicable regulations.

Content Restrictions

You agree that you will not under any circumstances upload, post, host, or transmit any content that:

• is unlawful or promotes unlawful activities;
• is or contains sexually obscene content;
• is libelous, defamatory, or fraudulent;
• is discriminatory or abusive toward any individual or group;
• contains or installs any active malware or exploits, or uses our platform for exploit delivery (such as part of a command and control system); or
• infringes on any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity, or other rights.

Conduct Restrictions

While using Splitgraph, you agree that you will not under any circumstances:

• harass, abuse, threaten, or incite violence towards any individual or group, including Splitgraph employees, officers, and agents, or other Splitgraph Users;
• use our servers for any form of excessive automated bulk activity (for example, spamming), or relay any other form of unsolicited advertising or solicitation through our servers, such as get-rich-quick schemes;
• attempt to disrupt or tamper with Splitgraph's servers in ways that could harm our Website or Service, to place undue burden on Splitgraph's servers through automated means, or to access Splitgraph's Service in ways that exceed your authorization;
• impersonate any person or entity, including any of our employees or representatives, including through false association with Splitgraph, or by fraudulently misrepresenting your identity or site's purpose; or
• violate the privacy of any third party, such as by posting another person's personal information without consent.

Services Usage Limits

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without Splitgraph's express written permission.

Scraping

Scraping refers to extracting data from our Website via an automated process, such as a bot or webcrawler. It does not refer to the collection of information through Splitgraph's API. You may scrape the website for the following reasons:

• Researchers may scrape public, non-personal information from Splitgraph for research purposes, only if any publications resulting from that research are open access.

• Archivists may scrape Splitgraph for public data for archival purposes.

You may not scrape Splitgraph for spamming purposes, including for the purposes of selling Splitgraph users' personal information, such as to recruiters, headhunters, and job boards.

All use of Splitgraph data gathered through scraping must comply with the Splitgraph Privacy Policy.

Privacy

Misuse of Splitgraph Users' Personal Information is prohibited.

Any person, entity, or service collecting data from Splitgraph must comply with the Splitgraph Privacy Policy, particularly in regards to the collection of our Users' Personal Information (as defined in the Splitgraph Privacy Policy). If you collect any Splitgraph User's Personal Information from Splitgraph, you agree that you will only use the Personal Information you gather for the purpose for which our User has authorized it. You agree that you will reasonably secure any Personal Information you have gathered from Splitgraph, and you will respond promptly to complaints, removal requests, and "do not contact" requests from Splitgraph or Splitgraph Users.

Excessive Bandwidth Use

If we determine your bandwidth usage to be significantly excessive in relation to other Splitgraph customers, we reserve the right to suspend your Account or throttle your data hosting until you can reduce your bandwidth consumption.

User Protection

You agree not to engage in activity that significantly harms our Users. We will resolve disputes in favor of protecting our Users as a whole.

User-Generated Content

Responsibility for User-Generated Content

You may create or upload User-Generated Content while using the Service. You are solely responsible for the content of, and for any harm resulting from, any User-Generated Content that you post, upload, link to or otherwise make available via the Service, regardless of the form of that Content. We are not responsible for any public display or misuse of your User-Generated Content.

Splitgraph May Remove Content

We have the right (though not the obligation) to refuse or remove any User-Generated Content that, in our sole discretion, violates any Splitgraph terms or policies.

Ownership of Content, Right to Post, and License Grants

You retain ownership of and responsibility for Your Content. If you're posting anything you did not create yourself or do not own the rights to, you agree that you are responsible for any Content you post; that you will only submit Content that you have the right to post; and that you will fully comply with any third party licenses relating to Content you post.

Because you retain ownership of and responsibility for Your Content, we need you to grant us — and other Splitgraph Users — certain legal permissions (laid out below). These license grants apply to Your Content. If you upload Content that already comes with a license granting Splitgraph the permissions we need to run our Service, no additional license is required. You understand that you will not receive any payment for any of the rights granted. The licenses you grant to us will end when you remove Your Content from our servers, unless other Users have forked it by, for example, building a derivative dataset from it that's hosted on our platform.

License Grant to Us

We need the legal right to do things like host Your Content, publish it, and share it. You grant us and our legal successors the right to store, parse, and display Your Content, and make incidental copies as necessary to render the Website and provide the Service. This includes the right to do things like copy it to our database and make backups; show it to you and other users; parse it into a search index or otherwise analyze it on our servers; share it with other users; and perform it, in case Your Content is something like music or video.

License Grant To Other Users

Any User-Generated Content you post publicly, including comments, and contributions to other Users' repositories, may be viewed by others.

If you set your repositories to be viewed publicly, you grant each User of Splitgraph a nonexclusive, worldwide license to use, display, and perform Your Content through the Splitgraph Service. If you are uploading Content you did not create or own, you are responsible for ensuring that the Content you upload is licensed under terms that grant these permissions to other Splitgraph Users.

Moral Rights

You retain all moral rights to Your Content that you upload, publish, or submit to any part of the Service, including the rights of integrity and attribution. However, you waive these rights and agree not to assert them against us, to enable us to reasonably exercise the rights granted, but not otherwise.

To the extent this agreement is not enforceable by applicable law, you grant Splitgraph the rights we need to use Your Content without attribution and to make reasonable adaptations of Your Content as necessary to render the Website and provide the Service.

Private Repositories

Control of Private Repositories

Some accounts, such as paid accounts, may have private repositories, which allow the User to control access to Content.

Confidentiality of Private Repositories

Splitgraph considers the contents of private repositories to be confidential to you. Splitgraph will protect the contents of private repositories from unauthorized use, access, or disclosure in the same manner that we would use to protect our own confidential information of a similar nature and in no event with less than a reasonable degree of care.

Access

Splitgraph employees may only access the content of your private repositories in the following situations:

• With your consent and knowledge, for support reasons. If Splitgraph accesses a private repository for support reasons, we will only do so with the owner’s consent and knowledge.

• When access is required for security reasons.

You may choose to enable additional access to your private repository. For example:

• You may enable various Splitgraph services or features that require additional rights to Your Content in private repositories. These rights may vary depending on the service or feature, but Splitgraph will continue to treat your private repository Content as confidential. If those services or features require rights in addition to those we need to provide the Splitgraph Service, we will provide an explanation of those rights.

• You may also grant a third-party application authorization to use, access, and disclose the contents of your private repositories. Your use of third-party applications is at your sole risk; Splitgraph is not liable for disclosures to third parties that you authorize to access a private repository.

Exclusions

If we have reason to believe the contents of a private repository are in violation of the law or of these Terms, we have the right to access, review, and remove them. Additionally, we may be compelled by law to disclose the contents of your private repositories.

Copyright Infringement

If you believe that content on our website violates your copyright, please contact us by emailing support@splitgraph.com. There may be legal consequences for sending a false or frivolous takedown notice. Before sending a takedown request, you must consider legal uses such as fair use and licensed uses.

Intellectual Property Notice

Splitgraph's Rights to Content

Splitgraph and our licensors, vendors, agents, and/or our content providers retain ownership of all intellectual property rights of any kind related to the Website and Service. We reserve all rights that are not expressly granted to you under this Agreement or by law. The look and feel of the Website and Service is copyright © Splitgraph Inc. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS, JavaScript, or visual design elements or concepts without express written permission from Splitgraph.

License to Splitgraph Policies

This Agreement is licensed under this Creative Commons Zero license.

API terms

Abuse or excessively frequent requests to Splitgraph via the API may result in the temporary or permanent suspension of your account's access to the API. Splitgraph, in our sole discretion, will determine abuse or excessive usage of the API. We will make a reasonable attempt to warn you via email prior to suspension.

You may not share API tokens to exceed Splitgraph's rate limitations.

You may not use the API to download data or Content from Splitgraph for spamming purposes, including for the purposes of selling Splitgraph users' personal information, such as to recruiters, headhunters, and job boards.

All use of the Splitgraph API is subject to these Terms of Service and the Splitgraph Privacy Policy.

Splitgraph may offer subscription-based access to our API for those Users who require high-throughput access or access that would result in resale of Splitgraph's Service.

Cancellation and Termination

Account Cancellation

It is your responsibility to properly cancel your Account with Splitgraph. You can cancel your Account at any time on the Account Settings page page or by emailing support@splitgraph.com.

Upon Cancellation

We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements, but barring legal requirements, we will delete your full profile and the Content of your repositories within 90 days of cancellation or termination (though some information may remain in encrypted backups). This information can not be recovered once your account is cancelled.

We will not delete Content that you have contributed to other Users' repositories.

Upon request, we will make a reasonable effort to provide an account owner with a copy of your lawful, non-infringing account contents after account cancellation, termination, or downgrade. You must make this request within 90 days of cancellation, termination, or downgrade.

Splitgraph May Terminate

Splitgraph has the right to suspend or terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. Splitgraph reserves the right to refuse service to anyone for any reason at any time.

Survival

All provisions of this Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

Communications with Splitgraph

Electronic Communication Required

For contractual purposes, you (1) consent to receive communications from us in an electronic form via the email address you have submitted or via the Service; and (2) agree that all Terms of Service, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that those communications would satisfy if they were on paper. This section does not affect your non-waivable rights.

Legal notice to Splitgraph Must Be in Writing

Communications made through email or Splitgraph Support's messaging system will not constitute legal notice to Splitgraph or any of its officers, employees, agents or representatives in any situation where notice to Splitgraph is required by contract or any law or regulation. Legal notice to Splitgraph must be in writing and served to Splitgraph's registered address.

Disclaimer of Warranties

Splitgraph provides the Website and the Service “as is” and “as available,” without warranty of any kind. Without limiting this, we expressly disclaim all warranties, whether express, implied or statutory, regarding the Website and the Service including without limitation any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement.

Splitgraph does not warrant that the Service will meet your requirements; that the Service will be uninterrupted, timely, secure, or error-free; that the information provided through the Service is accurate, reliable or correct; that any defects or errors will be corrected; that the Service will be available at any particular time or location; or that the Service is free of viruses or other harmful components. You assume full responsibility and risk of loss resulting from your downloading and/or use of files, information, content or other material obtained from the Service.

Limitation of Liability

You understand and agree that we will not be liable to you or any third party for any loss of profits, use, goodwill, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from:

• the use, disclosure, or display of your User-Generated Content;
• your use or inability to use the Service;
• any modification, price change, suspension or discontinuance of the Service;
• the Service generally or the software or systems that make the Service available;
• unauthorized access to or alterations of your transmissions or data;
• statements or conduct of any third party on the Service;
• any other user interactions that you input or receive through your use of the Service; or
• any other matter relating to the Service.

Our liability is limited whether or not we have been informed of the possibility of such damages, and even if a remedy set forth in this Agreement is found to have failed of its essential purpose. We will have no liability for any failure or delay due to matters beyond our reasonable control.

Release and Indemnification

If you have a dispute with one or more Users, you agree to release Splitgraph from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

You agree to indemnify us, defend us, and hold us harmless from and against any and all claims, liabilities, and expenses, including attorneys’ fees, arising out of your use of the Website and the Service, including but not limited to your violation of this Agreement, provided that Splitgraph (1) promptly gives you written notice of the claim, demand, suit or proceeding; (2) gives you sole control of the defense and settlement of the claim, demand, suit or proceeding (provided that you may not settle any claim, demand, suit or proceeding unless the settlement unconditionally releases Splitgraph of all liability); and (3) provides to you all reasonable assistance, at your expense.

Changes to These Terms

We reserve the right, at our sole discretion, to amend these Terms of Service at any time and will update these Terms of Service in the event of any such amendments. We will notify our Users of material changes to this Agreement, such as price changes, at least 30 days prior to the change taking effect by posting a notice on our Website. For non-material modifications, your continued use of the Website constitutes agreement to our revisions of these Terms of Service.

We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website (or any part of it) with or without notice.

Miscellaneous

Governing Law

Except to the extent applicable law provides otherwise, this Agreement between you and Splitgraph and any access to or use of the Website or the Service are governed by laws of the United States and the State of Delaware.

Non-Assignability

Splitgraph may assign or delegate these Terms of Service and/or the Splitgraph Privacy Policy, in whole or in part, to any person or entity at any time with or without your consent, including the license grant in the "User-Generated content" section. You may not assign or delegate any rights or obligations under the Terms of Service or Privacy Policy without our prior written consent, and any unauthorized assignment and delegation by you is void.

Section Headings

Throughout this Agreement, each section includes titles and brief summaries of the following terms and conditions. These section titles and brief summaries are not legally binding.

Severability, No Waiver, and Survival

If any part of this Agreement is held invalid or unenforceable, that portion of the Agreement will be construed to reflect the parties’ original intent. The remaining portions will remain in full force and effect. Any failure on the part of Splitgraph to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.