Master Services Agreement

Terms

This Master Services Agreement (the “MSA”) is entered into as of the Effective Date between SurrealDB, Inc., (“we” or “SurrealDB”) and you (“you” or “Customer”) (together, the “Parties”) and forms part of the Agreement under which we provide you with use and access to the Services, some of which may be provided to you without charge.

If you are a Monthly Pay-As-You-Go (PAYG) user of the Services, you acknowledge that SurrealDB may make changes to the MSA and pricing from time to time and your continued use of the Services will constitute consent to such changes and such use shall be subject to the current published version of this MSA at www.surrealdb.com/legal/msa. If you do not agree to the revised MSA, you must stop using the Services.

Definitions. Defined terms are set out below. Capitalised terms used but not defined in a Schedule or an Order will have the meaning assigned to them, if any, within this MSA.
1. “Agreement” means this MSA, the referenced or attached Schedules and Addenda, and any other documents incorporated by reference into an accompanying or future Order you enter into under this MSA.
2. “Affiliate” means an entity that owns or controls, is owned or controlled by, or is under common control with, a Party, where “control” is the power to direct or cause the direction of the management and policies of an entity.
3. “Authorised User” means an individual who has direct access to use the Online Services on your behalf (e.g., your employee or contractor who accesses the Online Services to assist you in using the Service is an Authorised User).
4. “Customer Data” means any data or data files of any type that are uploaded by you, an Authorised User, or an End User for storage or processing in an Online Service and any results that may be derived from your use of a Service.
5. “Documentation” means the documentation related to the Services located at www.surrealdb.com/docs.
6. “DPA” means the Data Processing Agreement at www.surrealdb.com/legal/data-processing-agreement
7. “Effective Date” means the earlier of (i) the date that this MSA is signed by both Parties (ii) the effective date of a written document, order form, or online agreement (including online ordering functionality) under which you purchase an Service (an “Order”) into which this MSA is incorporated by reference, or (iii) or if you are a monthly Pay-as-you-go user the date you first access or use any Services.
8. “End User” means an individual or entity that directly or indirectly (a) accesses or uses Customer Data through the Online Service, or (b) otherwise accesses or uses an Online Service through your account.
9. “Order” means an order form (“Order”), online order (including the provisioning of any Services), or similar agreement for the provision of any Services entered into by the parties or any of their Affiliates, incorporated by reference into, and governed by, this Agreement. By entering into an Order hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.
10. “Security Addendum” means the Services security addendum located at www.surrealdb.com/legal/security-addendum.
11. “Sensitive Data” means (a) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act (HIPAA, as amended and supplemented), (b) credit, debit, bank account or financial account numbers, or any cardholder data as defined under PCI-DS, (c) social security numbers, driver’s license numbers or other government ID numbers, and (d) special categories of data listed in European Union Regulation 2016/679, Article 9(1), the UK General Data Protection Regulation, Article 9(1), or in each case any successor legislation.
12. “Services” means Online Services, Software Services, and Support Services.
13. “Support Policy” means the Support Services as specified in an Order.
14. “Usage Data” means usage and operations data in connection with your use of the Services.
Services
1. We will make the Services available to you and your Authorised Users in accordance with the terms and conditions of this Agreement, the Documentation, and an applicable Order solely for your or your Affiliate’s internal business purposes.
2. Online Services. We provide some of our Services via online services (“Online Services”), and you may use such Online Services during the Subscription Term described in the applicable Order. You may permit Authorised Users and End Users to access the Online Services, and you are responsible for (i) provisioning and managing accounts for your Authorised Users and End Users, and (ii) your Authorised Users’ and End Users’ compliance with the Agreement, Documentation and Order. You will ensure that your Authorised Users and End Users keep their login credentials confidential and you will promptly notify us upon learning of any compromise of an Authorised User’s or End User’s account.
3. Software Services. Certain of Our offerings may include downloadable software (“Software Services”). Your use of the Software Services is governed by the terms of the license agreement which accompanies the Software Services together with this MSA. In the event of a conflict between license terms applicable to a Software Service and this Agreement, the applicable license terms shall prevail. If there is no license agreement accompanying the Software Services, this Agreement shall apply and we grant you a limited, non-transferable, non-sublicensable, non-exclusive license during the term of the relevant Order to use the object code form of the Software Services internally.
4. Beta or Test Services. We may make Services available to you that are identified as “beta,” “free trial”, “for evaluation” or “test” Services (together “Beta Services”). You may only use Beta Services for your internal evaluation. Subject to this section 2.4, your use of Beta Services is subject to the terms and conditions of this Agreement. We may terminate your use of Beta Services at any time and for any reason. Beta Services may be or become inoperable, incomplete or include features never released, and their features and performance information are our Confidential Information. . Notwithstanding anything else in this Agreement to the contrary, SurrealDB offers no warranty, indemnity, performance guarantees or Support for Beta Services and SurrealDB’s total aggregate liability for any and all Beta Services will not exceed one thousand US Dollars (US$1,000).
5. Security Measures. We shall implement reasonable administrative, physical, and technical safeguards to protect the security of the Services and the Customer Data as set forth in the Security Addendum.
Support Services. SurrealDB will provide you with the level or type of Support Services specified in an Order in accordance with the Support Policy. If Support Services are not specified in an Order, your support shall be limited to our publicly available Documentation.
Obligations Relating to Your Use of the Services
1. End Users. You are responsible for your End Users’ use of the Services and Customer Data, and for their compliance with your obligations under the Agreement. You will use all reasonable efforts to ensure that your Authorised Users review the portions of Documentation relevant to your use of the Services and any security information published by SurrealDB and referenced therein. If you become aware of any violation of your obligations under the Agreement caused by an End User, you will immediately suspend access to the Services by such End User and notify us. We do not provide any support or other services to End Users unless we have a separate agreement with you or an End User obligating us to provide such support or services.
2. General Prohibitions. You will not and will not permit anyone else to: (i) sell, sublicense, distribute or rent a Service (in whole or part), grant non-Authorised Users or non-End Users access to the Services or use the Services to provide a hosted or managed service to others, (ii) reverse engineer, decompile or seek to access the source code of the Services, except to the extent these restrictions are prohibited by applicable laws and then only upon advance notice to us, (iii) copy, modify, create derivative works of or remove proprietary notices from the Services, (iv) conduct security or vulnerability tests of the Services, interfere with their operation or circumvent their access restrictions, or (v) use the Services to develop a product that competes with the Services.
3. Customer Data. You are solely responsible for the content of your Customer Data. You warrant and represent that you will not include in Customer Data any data for which you do not have all rights, power and authority necessary for its collection, use and processing (including, without violating third-party intellectual property, privacy, or other rights) as contemplated by the Services and Agreement. You represent and warrant that you have all rights necessary to use Customer Data with the Services and grant us the rights to Customer Data necessary for us to process the Customer Data and provide the Services to you, without violating third-party intellectual property, privacy, or other rights. Between the Parties, you are responsible for (i) the content, accuracy, and legality of Customer Data and (ii) making appropriate use of the Services to ensure a level of security appropriate to the particular content of Customer Data, including, where appropriate, implementation of encryption functionality, pseudonymisation of Customer Data, and configuration of the Services to back-up Customer Data.
4. Acceptable Use Policy. You will comply with our Acceptable Use Policy (AUP) located at /legal/acceptable-use.
5. Data Protection. The terms of the DPA are hereby incorporated by reference and shall apply to the processing of Customer Personal Data as described in the DPA.
6. High Risk Activities and Sensitive Data. You (i) will not use the Services for activities where use or failure of the Services could lead to death, personal injury, or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles, or air traffic control, (ii) will not submit Sensitive Data to the Services, and (iii) acknowledge that the Services are not designed for (and we have no liability for) use prohibited in this Section 4.6.
Term and Termination; Suspension
1. Termination of this MSA. Either Party can terminate this MSA by giving thirty (30) days written notice to the other Party. Termination of this MSA, other than a termination for cause, does not affect an active Order, which continues to be governed by this MSA until it expires or terminates.
2. Termination for Cause. If either Party is in material breach of this Agreement, and such breach is not cured within fourteen (14) days after written notice of the breach is given to the breaching Party then, without prejudice to any other rights set out herein, the non-breaching Party may, by giving written notice of termination to the breaching Party, terminate this MSA and/or any applicable Order. The termination of an individual Order due to breach will not terminate any other Order or this MSA unless specified in the written notice of termination.
3. Refund or Payment upon Termination. If this Agreement is terminated by Customer in accordance with the “Termination for Cause” section above, we will refund you any prepaid fees covering the remainder of the term of all relevant Orders after the effective date of termination. If this Agreement is terminated by SurrealDB in accordance with the “Termination for Cause” section above, you will pay any unpaid fees covering the remainder of the term of all Orders to the extent permitted by applicable law. In no event will termination relieve Customer of its obligation to pay any fees payable to SurrealDB for the period prior to the effective date of termination.
4. Suspension of the Services. In addition to any of our other rights or remedies in the Agreement, we may suspend provision of the Services: (i) if any Fees are fourteen (14) days or more overdue (and are not otherwise being resolved as described in Section 6.3 (Payment Disputes)); (ii) if we reasonably determine that you are in breach of the Agreement; (iii) if we reasonably determine suspension is necessary to avoid harm to SurrealDB or its customers; (iv) as required by law or at the request of governmental entities; or (v) you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganisation, liquidation, dissolution or similar proceeding. If we suspend your right to access or use the Services, you will continue to be responsible for all Fees due under the Agreement that accrue during the period of suspension.
Payment Terms
1. Fees and Expenses. Fees for the Services (the “Fees”) will be identified in an Order or on SurrealDB.com (the “Website”) and, unless otherwise specified in the Order or Website, (i) are due and payable in accordance with Section 6.2, and (ii) are stated and must be paid in the specified currency.
2. Payment. Fees and expenses, if any, are payable no later than thirty (30) days from the date of each invoice. We reserve the right to require payment of any Fees and expenses prior to performance or provision of a Service. Except as otherwise provided in this MSA or an Order, any and all payments made by you are non-refundable. For PAYG Customers, you will be invoiced for your usage monthly in arrears within 7 days of the month-end. Payment will be taken by SurrealDB promptly after issuing the invoice. If any sum becomes past due for more than fourteen (14) days, we may charge you a late payment fee of 1.5% per calendar month or the maximum rate allowed by applicable law, whichever is less.
3. Payment Disputes. We will not exercise our termination or suspension rights under Sections 5.2 or 5.5 due to non-payment by you if you are disputing the applicable Fees reasonably and in good faith and are cooperating diligently to resolve the dispute. If we are unable to resolve the dispute within thirty (30) days, each Party shall have the right to seek any remedies it may have. Any undisputed Fees must be paid in full.
4. Credit. We are entitled in our sole discretion to agree, set, control, monitor, or change credit terms provided to you. Where credit terms are provided, you will cooperate with us in establishing and periodically re-confirming your creditworthiness. If you are paying by credit card, you (i) authorise us to charge your credit card for all amounts due under this MSA, and (ii) agree to provide updated credit card information as needed.
5. No Deductions or Withholding. You will pay all amounts due under this MSA in full without any deduction or withholding whether in respect of any counterclaim, set off, duties, or Taxes unless such deduction or withholding is required by applicable law. If you are required by applicable law to deduct or withhold an amount due to us, you will increase the sum paid so that we receive the amount we would have received had you made no withholdings or deductions.
6. Taxes. All Fees are exclusive of Taxes. You will pay us an amount equal to any Taxes arising from or relating to this MSA which are paid by or payable by us. Taxes, if applicable, will be charged separately unless you provide, in advance, a valid tax exemption certificate authorised by the applicable taxing authority. “Taxes” means any form of taxation, levy, duty, customs fee, charge, contribution or impost of whatever nature, including without limitation sales, use, value added or other form of taxation and any fines, penalties, surcharges or interest, but excluding any taxes based solely on our net income.
Relationship of Parties
1. Independent Contractor. SurrealDB is an independent contractor and nothing in this MSA or related to our performance will be construed to create an employment or agency relationship between you (or any of your personnel) and us (or any of our personnel). Each Party will be solely responsible for supervision, direction, control and payment of its personnel, including applicable taxes, deductions, other payments and benefits.
2. Subcontracting and Assignment. We may subcontract to third parties without your approval; provided, however, that (i) subcontractors agree to protect your Confidential Information, and (ii) we remain responsible to you for our obligations under this MSA. We may also, without your approval, assign this MSA (a) to our Affiliates provided the scope of Services is not affected and (b) pursuant to a merger or a sale of all or substantially all our assets or stock.
3. Third-Party Products. You may choose to use, or we may make available to you to integrate or enable for use, products and services offered by third parties (“Third-Party Products”) with the Services. If you choose to enable, access, or use of any Third-Party Products, your access and use of any Third-Party Products is governed by the terms and conditions and privacy policies of the provider of such Third-Party Products, and we do not endorse, are not responsible or liable for, and make no representations or warranties as to any aspect of such Third-Party Products. This includes, without limitation, the Third-Party Product’s content, the manner in which your data is handled (including Customer Data), or any interaction between you and the provider of such Third-Party Products. We are not liable for any damage or loss caused or alleged to be caused by or in connection with your enablement, access, or use of any such Third-Party Products, or your reliance on the privacy practices, data security processes, or other policies relating to or used in connection with Third-Party Products. The providers of Third-Party Products shall not be deemed sub-processors of personal information for any purpose.
Intellectual Property
1. SurrealDB Intellectual Property Rights. All rights, title, and interest in and to all Services, Documentation trademarks, copyrights, inventions, patents, training materials, manuals, methodologies, software, ideas, methods, concepts, know-how, structures, reports, suggestions, recommendations, techniques, inventions, developments, processes, discoveries, improvements and other information or materials developed by us in and during the course of performance or provision of the Services (including all derivatives, modifications and enhancements thereof) are owned exclusively by us or our licensors notwithstanding any other provision in this MSA.
2. Rights to Customer Data. As between the Parties, you or your licensors retain all right, title and interest in and to the Customer Data.
3. Usage Data. You agree that we may collect, create, process, transmit, store, use, and disclose Usage Data for our business purposes, including to provide support, to improve the Services and to develop new products and services, and for industry analysis, benchmarking, and analytics. As between the Parties, we own and retain all right, title, and interest in and to the know-how and analytical results generated in the processing and use of Usage Data, and any new products, services, and developments, modifications, customisations, or improvements to the Services made based on Usage Data. We will not disclose any Usage Data to any third-parties unless (a) it is anonymised and aggregated such that it does not identify Customer or Customer Confidential Information; or (b) in accordance with Section 2 (Confidentiality) of this Agreement to deliver the Services.
4. Rights to Feedback. You are under no duty to provide any suggestions, enhancement requests, or other feedback recommendations regarding the Services (“Feedback”). If you choose to offer Feedback, we own all rights, title and interest in and to any Feedback provided by you or your Authorised Users or End Users relating to the Services.
Confidentiality
1. “Confidential Information” means information disclosed by either us or you (“Disclosing Party”) to the other Party (“Recipient”) during the term of this MSA that is (i) marked confidential, (ii) disclosed orally and described as confidential at the time of disclosure and subsequently set forth in writing and marked confidential, or (iii) which the Recipient should reasonably understand to be confidential or proprietary due to the nature of the information itself or the circumstances of its disclosure. Your Confidential Information includes Customer Data.
2. Obligations. During the term of this MSA and for two years following termination of this MSA, each Party agrees (i) to treat Confidential Information as secret, (ii) the Confidential Information will be used only for the purposes of providing or using the Services, (iii) it will use the same degree of care to protect the Confidential Information that it utilises to protect its own confidential information, but in no event less than reasonable care, and (iv) the Confidential Information may be disclosed only to its Affiliates, employees, agents and contractors with a need to know, and to its auditors and legal counsel, in each case, who are under a written or professional obligation to keep such information confidential using standards of confidentiality not less restrictive than those required by this MSA.
3. Exclusions. A Party will not be bound by a confidentiality obligation with respect to information which: (i) is known to the Recipient at the time of disclosure, (ii) is or later becomes publicly available other than by reason of a breach of this MSA, (iii) is independently developed by the Recipient without use of the Confidential Information, or (iv) becomes lawfully known or available to the Recipient without restriction from a third party having the lawful right to disclose the information. The Recipient will not be prohibited from complying with disclosure mandated by applicable law if, where reasonably practicable and without breaching any legal or regulatory requirement, it gives the Disclosing Party reasonable advance notice of the disclosure requirement.
4. Remedies. Each Party acknowledges that any breach of the this Section 9 may result in significant damage to the Disclosing Party that may not be completely compensable monetarily, and agrees that, notwithstanding any contrary provisions of this MSA, the Disclosing Party is entitled to seek injunctive relief in the event of a breach or threatened breach of this Section 9. The Party in default may not oppose any such application on the basis that money damages would be a satisfactory or sufficient remedy. Any such equitable remedies obtained will be in addition to, and not foreclose, any other remedies that may be available.
Representations and Warranties
1. General. Each Party represents and warrants that (i) it has the authority to enter into the Agreement, (ii) it will comply with laws applicable to it (including export control law), and (iii) it will use industry-standard measures to avoid introducing viruses or other malicious code into the Services. In addition to the warranties provided by the parties as set forth above, SurrealDB further warrants that, during the Subscription Term of an applicable Order (a) the Services will function materially in accordance with the Documentation, (b) we will not materially decrease the overall functionality of the Services and (c) the Services will be provided in a professional and workmanlike manner. These warranties do not apply to Beta Services.
2. Disclaimer of Warranty. Except as expressly provided in Section 10.1, the Services are provided by us “as is” and without warranties or conditions of any kind, including but not limited to implied warranties of merchantability, non-infringement, merchantable quality, durability, title, and fitness for a particular purpose. We do not guarantee or warrant that the use of the Services will be uninterrupted, comply with regulatory requirements, be error free, or that we will correct all errors. For the breach of the warranties set forth in Section 10.1, your exclusive remedy, and our entire liability, will be the re-performance or supply of the deficient Service, or if we cannot substantially correct a breach in a commercially reasonable manner, as determined by us, you may terminate the relevant Service and receive a pro-rata refund of any prepaid Fees paid for the deficient Service as of the date of termination. We will not be liable for the results obtained by you through use of the Services and you are solely responsible for determining appropriate uses for the Services and for all results of such use.
Limitation of Liability, Disclaimer of Damages
1. Limitation of Liability. For all events and circumstances, each Party’s and its Affiliates’ aggregate and cumulative liability arising out of or relating to this MSA and all Orders, including without limitation on account of performance or non-performance of obligations, regardless of the form of the cause of action, whether in contract, tort (including, without limitation, negligence), statute or otherwise will be limited to direct damages and will not exceed the amounts received by us under the most applicable Order during the 12 months immediately preceding the first event giving rise to liability. The foregoing shall not be interpreted to limit (i) the availability of injunctive relief in the event of the other Party’s breach of Section 9 (Confidentiality) or (ii) your payment obligations hereunder.
2. Disclaimer of Damages. Notwithstanding anything to the contrary contained in the Agreement, in no event will either Party or its Affiliates be liable to the other Party or its Affiliates for (i) loss or corruption of data, (ii) loss arising from inaccurate or unexpected results arising from the use of the Services, (iii) incidental, consequential, special, indirect, exemplary, or punitive damages, whether arising in contract, tort (including, without limitation, negligence) or otherwise; or any damages arising out of or in connection with any malfunctions, regulatory non-compliance, delays, lost profits, lost savings, loss of goodwill, interruption of service, or loss of business or anticipatory profits, even if such Party or its Affiliates have been advised of the possibility of such damages. Liability for these damages will be limited and excluded even if any exclusive remedy provided for in this MSA fails of its essential purpose.
3. Notwithstanding anything in this section 11 to the contrary and so far as permitted by law, Surrealdb’s liability relating to any and all Beta Services will be limited to one thousand US dollars (USD$1,000).
Indemnification
1. Indemnification by SurrealDB. We, at our own cost, will indemnify you from and against any third-party claim that our Service, or your use of the Services in accordance with the Documentation and the Agreement , infringes or misappropriates such third party’s intellectual property rights, and will indemnify you and hold you harmless from and against any damages or costs finally awarded against you (including reasonable attorneys’ fees) or agreed in settlement by us resulting from the applicable claim.
2. Indemnification by Customer. You, at your own cost, will indemnify, defend and hold us harmless from and against any third-party claim arising from (i) your use of the Services; (ii) any Customer Data, including claims of infringement or misappropriation of a third party’s intellectual property rights; (iii) breach of the Agreement or violation of applicable law by you; or (iv) a dispute between you and any third party, and will indemnify us and hold us harmless from and against any damages or costs awarded against us (including reasonable attorneys’ fees) or agreed in settlement by you resulting from the applicable claim.
3. Procedures. The indemnifying Party’s obligations in this Section 12 are subject to receiving from the indemnified Party: (i) prompt notice of the claim (but delayed notice will only reduce the indemnifying Party’s obligations to the extent it is prejudiced by the delay), (ii) the exclusive right to control the claim’s investigation, defense and settlement, and (iii) reasonable cooperation at the indemnifying Party’s expense. The indemnifying Party may not settle a claim without the indemnified Party’s prior approval if settlement would require the indemnified Party to admit fault or take or refrain from taking any action (except regarding use of the Services when SurrealDB is the indemnifying Party). The indemnified Party may participate in a claim with its own counsel at its own expense.
4. Mitigation. In response to an infringement or misappropriation claim, if required by settlement or injunction or as we determine necessary to avoid material liability, we may: (i) procure rights for your continued use of the Service, (ii) replace or modify the allegedly infringing portion of the Service to avoid infringement, without materially reducing the Service’s overall functionality, or (iii) terminate the affected Order and refund any pre-paid, unused fees for the terminated portion of the Order.
5. Exceptions. Our obligations in this Section 12 do not apply to claims resulting from (i) your modification or your or an Authorised User’s use of the Services other than in accordance with the Documentation and the Agreement, (ii) the combination, operation or use of the Services with equipment, devices, software or data (including without limitation your Confidential Information) not supplied by SurrealDB if a claim would not have occurred but for such combination, operation or use, (iii) any action arising as a result of Customer Data, (iv) Software Services other than the most recent release, if we have made available (at no additional charge) a newer release that would avoid infringement, or (v) Beta Services .
6. Exclusive Remedy. This Section 12 sets out the indemnified Party’s exclusive remedy and the indemnifying Party’s sole liability regarding third-party claims of intellectual property infringement or misappropriation covered by this Section 12.
Miscellaneous
1. Governing Law and Venue. The governing law and exclusive venue applicable to any lawsuit or other dispute arising in connection with the Agreement will be determined by the location of Customer’s principal place of business (“Domicile”), as follows:
  
  Customer’s Domicile Governing Law Venue (courts with exclusive jurisdiction)
  North America Delaware Delaware (state and U.S. federal courts)
  Rest of World England & Wales London
  
  The parties hereby irrevocably consent to the personal jurisdiction and venue of the courts in the venues shown above. Unless prohibited by governing law or venue, each party irrevocably agrees to waive jury trial. In all cases, the application of law will be without regard to, or application of, conflict of law rules or principles, and the United Nations Convention on Contracts for the International Sale of Goods will not apply.
2. Dispute Resolution. Each Party agrees that if a dispute arises between the Parties as to the performance, interpretation or effect of this MSA, the Parties will make a good faith effort to amicably resolve any dispute before commencing any proceeding. Notwithstanding the foregoing, either Party may take any action reasonably required to protect such Party’s rights.
3. Publicity. Customer consents to SurrealDB’s use of Customer’s name and logo for public identification as a customer, along with general descriptions of any non-confidential matters SurrealDB has handled for Customer and a general statement that Customer has selected SurrealDB as its database platform, in public-facing materials. In addition, upon request and mutual approval, Customer consents to participating in a case study regarding its experiences with the SurrealDB Services (“Case Study”), and inclusion of the Case Study in public-facing materials.
4. Export and Trade Sanctions. The Services provided by us under this MSA may be subject to the export and import laws of the United States and other countries. You agree to comply with all applicable export and import laws, regulations or obligations. In particular, but without limitation, the Services may not be exported or re-exported (i) into any countries embargoed by the United States or (ii) to anyone on the United States Treasury Department’s list of Specially Designated Nationals or the United States Department of Commerce’s Denied Persons List or Entity List. You represent and warrant that you are neither located in any such country nor are on any such list.
5. Notices. Notices must be in English, in writing, and will be deemed given when delivered by hand or seven (7) days after being sent using a method that provides for positive confirmation of delivery to the respective addresses indicated in an Order; provided that any notice from you to us includes a copy sent to: legal@surrealdb.com .
6. Force Majeure. Neither Party will be liable for nonperformance or delays caused by acts of god, wars, riots, strikes, fires, floods, weather, earthquakes, government restrictions, terrorist acts, or other causes beyond its reasonable control.
7. Complete Agreement and Order of Precedence. This MSA, and any associated written and fully executed agreements that they are incorporated into, constitute the final, complete, and exclusive understanding between the Parties relating to the applicable subject matter. No prior written agreements or prior and contemporaneous oral representations, promises, or Customer terms will become part of the statement of understanding between the Parties unless expressly incorporated therein. To the extent there is a conflict or inconsistency among provisions of the following documents, the order of precedence shall be as follows: (a) the applicable Order, (b) this Agreement, and (c) the Documentation. Each party acknowledges and agrees that it has adequate sophistication, including legal representation, to fully review and understand this MSA; therefore, in interpretation of this MSA with respect to any drafting ambiguities that may be identified or alleged, no presumption will be given in favor of the non-drafting party. The Parties specifically acknowledge that adjustments to this MSA may be made in an Order.
8. Headings. All headings contained in this MSA are inserted for identification and convenience and will not be deemed part of this MSA for purposes of interpretation.
9. Severability. If any provision of this MSA is held invalid or unenforceable for any reason but would be valid and enforceable if appropriately modified, then such provision will apply with the modification necessary to make it valid and enforceable. If such provision cannot be so modified, the Parties agree that such invalidity will not affect the validity of the remaining provisions of this MSA.
10. Waiver. The delay or failure of either Party to exercise any rights under this MSA will not constitute or be deemed a waiver or forfeiture of such rights. No waiver will be valid unless in writing and signed by an authorised representative of the Party against whom such waiver is sought to be enforced.
11. Survival. If this MSA or an Order is terminated for any reason, Section 5.4 (Effect of Termination; Customer Data Retrieval), 6 (Payment Terms), 7 (Relationship of the Parties), 8 (Intellectual Property), 9 (Confidentiality), 10.2 (Disclaimer of Warranty), 11 (Limitation of Liability, Disclaimer of Damages), 12 (Indemnification), and 13 (Miscellaneous) of this MSA will survive such termination.
12. Amendment. We may amend the Agreement at any time by posting a revised version on the Website or by otherwise notifying you. If we amend the Agreement in order to comply with applicable law, the amendment will become effective upon posting or notification. Otherwise, the amendment will only become effective the next time the applicable Order is renewed. Other than as described in this Section, the Agreement may not be amended except in writing signed by the Parties, which writing makes specific reference to the Agreement.

Customer’s Domicile	Governing Law	Venue (courts with exclusive jurisdiction)
North America	Delaware	Delaware (state and U.S. federal courts)
Rest of World	England & Wales	London