BY CLICKING THE "I ACCEPT" BUTTON, OR BY OTHERWISE DOWNLOADING AND/OR USING FAUNA, YOU ARE CONSENTING TO BE BOUND BY THESE TERMS. IF YOU ARE ENTERING THESE TERMS ON BEHALF OF A COMPANY, ORGANIZATION, OR OTHER ENTITY, THEN (A) REFERENCES TO "YOU" OR "YOUR" IN THESE TERMS INCLUDES YOU AND THAT ENTITY, (B) YOU REPRESENT AND WARRANT THAT YOU ARE AN AUTHORIZED REPRESENTATIVE OF SUCH ENTITY WITH THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS, AND (C) YOU AGREE TO THESE TERMS ON SUCH ENTITY'S BEHALF.
YOU FURTHER AGREE THAT YOUR EMPLOYEES OR ANY PERSON YOU AUTHORIZE TO USE YOUR FAUNA ACCOUNT WILL ALSO BE BOUND BY THE TERMS AND CONDITIONS OF THESE TERMS.
IF YOU DO NOT AGREE TO THESE TERMS DO NOT ACCESS OR USE FAUNA.
1. Use of Fauna
1.1 License and Restrictions.
1.1.1 Subject to the terms and conditions of these Terms and the payment of any applicable fees specified in an applicable Order Form or on fauna.com (the “Order Form”), Company hereby grants You, and You accept, a non-exclusive, non-sublicensable, non-transferable, fully revocable, worldwide, limited right to use Fauna.
1.1.2 If Your use qualifies within the free daily usage tiers stated in the Fauna pricing terms listed on the Site, You may use Fauna on a free and limited basis (the “Free Use”). You acknowledge that Company may terminate Your right to the Free Use at any time for any reason or no reason in Company’s sole discretion, without liability. Upon the termination of the Free Use under these Terms, all license rights granted hereunder shall terminate in full and without notice, and You shall immediately cease any and all use of Fauna. Notwithstanding the foregoing, business competitors of Company or Fauna are NOT eligible for Free Use.
1.1.3 Upon exceeding the Free Use limits (if applicable), Your use may be converted into a paid use of Fauna for the period specified in Your Order Form ("Service Period"). If you are a non-profit, tax-exempt organization (recognized as such under Section 501(c) of the Internal Revenue Code), You may submit a written request to email@example.com to exceed the Free Use limits; provided however, We may approve or decline such request in our sole discretion.
1.1.4 If an Order Form identifies Fauna as being "developer", "development", "sandbox", "demo", "evaluation" or similar non-production service or environment, then You will use Fauna or the applicable environment only for non-production purposes.
1.1.5 We may provide You with online access to download certain Company software for use with Fauna. If We license such software to You and do not specify separate terms, then such software is provided as part of Fauna, and You have the non-exclusive, worldwide, limited right to use such software, subject to these Terms. Notwithstanding anything provided herein, if Company licenses software to you under separate terms, then Your use of the software is governed under those separate terms.
1.1.6 The rights granted herein do NOT include (a) maintenance, support, upgrades, or modifications to Fauna other than as set forth in these Terms or the applicable Order Form, (b) derivative products developed by Company or anyone else to whom Company may license Fauna, or (c) a license or transfer of any other intellectual property rights owned or controlled by Company or any Company affiliates, subsidiaries, or parent companies.
1.2. Account Registration and Use of Fauna.
1.2.2 Subject to the limitations in Section 1.1, You may access Fauna from any number of virtual machines or physical computing devices owned, leased, or otherwise controlled or operated by You, or from any virtual machines or physical computing devices owned, leased, or otherwise controlled or operated by third parties who have installed software distributed by You that accesses Fauna on Your behalf. For purposes of these Terms, "use" of Fauna means accessing Fauna over a computer network. You acknowledge that Company makes no representation as to the compatibility of Fauna with any specific operating environment or computing device. In addition, You may access and use Fauna only to the extent of authorizations specified in Section 1.1. You are responsible for the use of Fauna by all users that access Fauna on Your behalf. Fauna may not be used for any unlawful, obscene, offensive or fraudulent content or activity. If You fail to promptly notify Company of any suspected unauthorized use of Your account or unauthorized use of Fauna through Your credentials, then You agree that Company may terminate without notice Your access to Fauna. You shall be solely liable for any and all damages, liabilities, and expenses arising from and relating to the theft of Your account credentials or the improper or illegal use of Fauna through Your account credentials.
2. Customer Requirements and Restrictions
2.1 Customer Requirements. In connection with Your use of Fauna, You shall: (a) comply with all applicable laws, rules and regulations; (b) use reasonable security precautions for providing access to Fauna by Your users; (c) keep Your account information up to date; (d) use commercially reasonable efforts to prevent unauthorized access to or use of Fauna and (e) promptly notify Company of any known or suspected unauthorized use of Fauna or any other breach of security. In addition, You are solely responsible for determining whether Fauna meets Your technical, business or regulatory requirements. You remain solely responsible for Your regulatory compliance in connection with Your use of Fauna.
2.2 Customer Restrictions. You shall not, directly or indirectly, alone or with a third party: (i) copy, distribute, share, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, clone, disassemble, or otherwise attempt to derive source code of Fauna or any internal data or binary files generated by Fauna; (ii) sell, rent, lease, license, sublicense, resell, transfer or loan Fauna; (iii) use Fauna in any manner that constitutes a breach of these Terms or violates any applicable law or regulation, including without limitation any third party copyright or other intellectual property or proprietary right, except to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation; (iv) use Fauna as a service bureau or for the benefit of any third party; or (v) use Fauna for comparative benchmarking or analysis. If You are a business competitor of Company or Fauna, You are NOT eligible and are prohibited from downloading, installing, using, or accessing Fauna under these Terms.
If You make available any software, security credentials, binary files or other means of access to Fauna to third parties, whether deliberately or through error or omission, then You shall be solely liable for any and all damages, liabilities, and expenses arising from and relating to such use.
2.3 No Unlawful or Prohibited Use. As a condition of Your use of Fauna, You represent and warrant that You will not use Fauna for any purpose that is unlawful or prohibited by these Terms. You may not use Fauna in any manner that could damage, disable, overburden, or impair Fauna or interfere with any other party's use of Fauna. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through Fauna. The following is a non-exclusive list of actions that Company considers to be inappropriate and thus prohibited.
The examples identified in this list are provided as examples only for Your guidance. If You are unsure whether any contemplated use or action is permitted, You should contact Company.
- Using Fauna for any activity that violates any local, state, federal or international law, order or regulation.
- Using Fauna to transmit, distribute, store or access any material (by email, publishing, uploading, posting or otherwise) which is inappropriate, profane, obscene, indecent, pornographic, libelous, harassing, constitutes a threat or encourages bodily harm or destruction of property, or otherwise objectionable or unlawful.
- Using Fauna to transmit, distribute, store or access any material (by email, publishing, uploading, posting, or otherwise) that infringes copyright, trademark, patent, trade secret, or other proprietary rights of any third party. Licensee assumes all risks regarding the determination of whether material is in the public domain.
- Using Fauna to harm or attempt to harm a minor, including, but not limited to, hosting, possessing, distributing, or transmitting child pornography or other material that is unlawful.
- Disrupting or interfering with Fauna in any way, including through the uploading of files which contain viruses, worms, "Trojan horses," or other software or programs that may be damaging to Fauna or another user's computer.
- Using Fauna to transmit, or to facilitate the transmission of, any unsolicited commercial email or unsolicited bulk email.
- Using Fauna to access, or to attempt to access, the accounts of others, or to penetrate, or attempt to penetrate, security measures of Fauna or another entity's computer software or hardware, electronic communications system, or telecommunications system, whether or not the intrusion results in the corruption or loss of data.
- Using Fauna to collect, or attempt to collect, personal information about third parties without their knowledge or consent.
- Reselling Fauna.
- Using Fauna for any activity that adversely affects the ability of other people or systems to use Fauna or the Internet.
- Using Fauna to post any content that holds Company up to public scorn or ridicule or would any way damage or impair Company's reputation or goodwill.
3.1 Company Ownership. Company owns and shall retain all right, title, and interest in and to the Site, Fauna, and any updates, maintenance releases, derivative works, and anything developed or delivered by Company as part of Fauna, and any related media, online or electronic documentation, including all copyrights, patents, trade secret rights, trademarks, and other intellectual property rights thereto. Fauna and the Site are protected by, among other things, the copyright laws of the United States, international copyright treaties and conventions, and other laws, and all rights not granted herein are reserved to Company.
3.2 Customer Ownership. Customer retains all ownership and intellectual property rights in and to the information Customer stores on Fauna (“Customer Information”). By providing Customer Information, Customer hereby grants Company a limited, non-exclusive, fully-paid, royalty-free, sub-licensable, transferable and worldwide license to use, modify, perform, display, reproduce and distribute the Customer Information for the sole purpose of operating and providing Fauna to Customer as well as providing related services to Customer. Company shall also have an unlimited, perpetual, non-exclusive, fully-paid, royalty-free, sub-licensable, transferable, and worldwide license to use, incorporate into Fauna, modify, perform, display, reproduce and distribute any suggestions, enhancement requests, recommendations, or other feedback provided by Customer to Company relating to the operation or features of Fauna.
4. Fees and Payment
4.1 Payment In order to use Fauna, You must agree to the pricing and payment terms listed on the Site, which Company may update from time to time in its sole discretion. If the Site does not list any payment terms, then You agree to pay Company all fees specified on the Site or in the applicable Order Form within thirty (30) days from the invoice date or as otherwise specified in the applicable Order Form. The pricing terms may include a monthly fee for Fauna along with additional charges for any excess usage as well as support fees. Company may add new services for additional fees and charges, or amend fees and charges for existing services, at any time and in its sole discretion. Company may also modify aspects of the plan chosen by You on the Site. Any changes in fees or charges shall become effective in the billing cycle following notice of such change to You as provided in these Terms. Company may lock Your account for non-payment at any time. In addition to the amount due for Fauna, delinquent accounts or chargebacks will be charged with fees or charges that are incidental to the collection of delinquent accounts or chargebacks including, but not limited to, attorneys' fees, collection fees or convenience fees or any other third parties’ charges. You agree Company may contact You by electronic mail at the address provided by You to Company with respect to any delinquent accounts. For the paid monthly plans, Your plan will automatically renew each month and You will be billed each month for the use of Fauna. If You have provided Company with a credit card, then You agree that Company may charge Your credit card for the monthly fees on a recurring basis until Fauna has been terminated as provided herein. All fees paid to Company for the use of Fauna are non-refundable.
4.2 Payment and Taxes Any fees listed in the applicable Order Form or on the Site are exclusive of taxes and expenses. You understand that You will pay any sales, value-added or other similar taxes imposed by applicable that Company must pay based on Fauna except for taxes based on Company’s income.
In addition, all information that You provide in connection with a purchase or transaction or other monetary transaction interaction with Fauna must be accurate, complete, and current. You agree to pay all charges incurred by users of Your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with Fauna at the prices in effect when such charges are incurred.
5. Term and Termination
5.1 Term The term shall commence on the date Fauna is made available for access by Customer and shall continue for the period specified on the Site or in the applicable Order Form or the Free Use period set forth above ("Service Term") unless earlier suspended or terminated in accordance with these Terms. Unless set forth otherwise on the Site or in an applicable Order Form, for paid users, these Terms shall automatically renew at the end of the then Service Term for the same term as provided in the applicable Order Form unless either party notifies the other party at least thirty (30) days prior to the renewal date of its intention not to renew.
5.2 Termination Either party may terminate these Terms if the other party materially breaches the terms set forth herein or in the applicable Order Form and fails to remedy such breach within thirty (30) (five (5) days in the case of failure to pay) days after written notice thereof from the non-breaching party. Upon the termination or expiration of these Terms, all license rights granted hereunder shall terminate in full and without notice, and Licensee shall immediately cease use of Fauna. Notwithstanding the foregoing, any provision that by its nature or context is intended to survive any termination or expiration of these Terms or the applicable Order Form, including but not limited to indemnification, limitation of liability or payment shall so survive.
5.3 Suspension Notwithstanding anything provided herein, Company may suspend Your access to, or use of, Fauna if Company believes that (a) there is a significant threat to the functionality, security, integrity or availability of Fauna or any content or data in Fauna; or (b) You or Your authorized users are accessing or using Fauna to commit an illegal act or in violation of these Terms. In the event Company suspends Your access to Fauna for any of the reasons provided herein, Company will endeavor to use commercially reasonable efforts to provide you with advance notice of such suspension, except in the event of an emergency or if Company is prevented from providing advance notice by law or other legal process. Any suspension under this Section 5.3 shall not excuse You from Your obligation to make payments under as provided in these Terms or the applicable Order Form.
6. Confidentiality 6.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information” of the Disclosing Party) in the course of performing activities under or satisfying its obligations under these Terms. Notwithstanding the foregoing, nothing (except the Fauna, Company Software and underlying software, algorithms and information (other than Customer Information) embodied therein, which is Confidential Information of Company, and except the Customer Information, which is Confidential Information of Customer) will be considered “Confidential Information” of the Disclosing Party unless either it is or was disclosed in tangible or written form and is conspicuously marked “Confidential” at the time of disclosure or it is identified as confidential or proprietary at the time of disclosure and is delivered in the appropriately marked form within thirty (30) days of disclosure or which a reasonable person would consider confidential.
6.2 The Receiving Party agrees to hold all Confidential Information of the Disclosing Party in strict confidence and not to disclose such information to third parties, or use such information for any purposes whatsoever other than pursuant to the terms and conditions set forth in these Terms and to advise each of its employees and agents of their obligations to keep such information confidential. Even when disclosure is permitted, each party agrees to limit access to and disclosure of the other party’s Confidential Information to its employees and agents on a “need to know” basis only who are bound by obligations of confidentiality at least as protective as those contained herein. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after three (3) years following the disclosure thereof (except the Company Software, Fauna and underlying software, algorithms and information embodied therein and Customer Information, which shall remain confidential indefinitely). Confidential Information shall exclude all information, which (i) is at the time of disclosure, or thereafter becomes, generally known to the public through no act or omission of the Receiving Party, its employees or agents; (ii) was in the Receiving Party’s possession as shown by written records without any obligation of confidentiality prior to the disclosure by the Disclosing Party and had not been obtained by the Receiving Party either directly or indirectly from the Disclosing Party; (iii) was rightfully provided to Receiving Party by a third party without obligation of confidentiality; or (iv) was independently developed by the Receiving Party without use of the Confidential Information, as evidenced by contemporaneous written records. If Confidential Information is required to be disclosed pursuant to an order or requirement of a court, administrative agency or governmental body, the Receiving Party shall promptly notify the Disclosing Party of the facts thereof to enable the Disclosing Party to seek a protective order or otherwise prevent or restrict disclosure of such information, and upon request of the Disclosing Party, shall reasonably cooperate with the Disclosing Party to obtain such protective order or other appropriate remedy. In the event that no such protective order or other remedy is obtained, or the Disclosing Party waives compliance (in whole or in part) with the confidentiality terms and conditions of these Terms with respect thereto, the Receiving Party shall disclose only that portion of the Confidential Information that is required to be disclosed and shall use commercially reasonable efforts to ensure that all Confidential Information that is disclosed shall be accorded confidential treatment.
7. Open Source Software Fauna may contain open source software components, each of which has its own copyright notice requirements and own applicable license conditions. These components are subject to the terms of third party open source licenses, and not these Terms. If any such license requires Company to deliver the source code for such component to You, Company shall do so upon request for a nominal fee.
8.1 Indemnification by Company. Company, at its own expense, will defend any action brought against Customer based on a third-party claim that Fauna infringe a third party’s US intellectual property rights and, at its option, will settle any such action or will pay any final judgment awarded against Customer, provided that: (i) Company shall be promptly notified in writing by Customer of any notice of any such claim; (ii) Company shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise and shall bear the costs of the same; and (iii) Customer shall cooperate fully at Company’s expense with Company in the defense, settlement or compromise of such claim. The foregoing obligations do not apply with respect to portions or components of Fauna (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of Fauna is not strictly in accordance with these Terms. If, due to a claim of infringement, Fauna is held by a court of competent jurisdiction to be or is believed by Company to be infringing, Company may, at its option and expense elect to: (a) replace or modify Fauna to be non-infringing or (b) terminate these Terms and Customer’s rights hereunder.
8.2 Indemnification by Customer. Customer shall indemnify, defend, and hold harmless Company (and its officers, directors, employees, and agents) from and against any and all claims, suits, liability, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising from: (a) Customer’s use of Fauna; (b) a claim that Customer Information, infringes a third party’s intellectual property rights or violates any applicable data privacy law; or (c) the willful or negligent acts or omissions by Customer provided that: (i) Customer shall be promptly notified in writing by Company of any notice of any such claim; (ii) Customer shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise and shall bear the costs of the same; and (iii) Company shall cooperate fully at Customer’s expense with Customer in the defense, settlement or compromise of such claim.
9. Warranty/Disclaimer of Warranties
9.1 Warranty. Each party represents that it has validly entered into these Terms and that it has the power and authority to do so. Company warrants that while these Terms is in effect, Company will provide Fauna using commercially reasonable care and skill as described in the Fauna specifications.
9.2 Disclaimer of Warranties. COMPANY PROVIDES FAUNA "AS IS" AND ON AN “AS AVAILABLE” BASIS WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER ORAL OR WRITTEN, WHETHER EXPRESS, IMPLIED, OR ARISING BY STATUTE, CUSTOM, COURSE OF DEALING, OR TRADE USAGE. TO THE MAXIMUM EXTENT PERMISSIBLE BY APPLICABLE LAW, COMPANY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, WITH REGARD TO FAUNA. YOU ACKNOWLEDGE THAT THE OPERATION OF FAUNA MAY NOT BE UNINTERRUPTED OR ERROR-FREE, AND THAT ERRORS MAY NOT BE CORRECTED. COMPANY IS NOT RESPONSIBLE IN ANY WAY FOR ANY INTERFERENCE, ERRORS, OR PREVENTION OF YOUR ACCESS TO OR USE OF FAUNA. IT IS YOUR SOLE RESPONSIBILITY TO DETERMINE THAT FAUNA MEETS YOUR BUSINESS NEEDS AND IS SUITABLE FOR THE PURPOSES FOR WHICH IT IS USED. YOU REMAIN SOLELY RESPONSIBLE FOR COMPLYING WITH ALL APPLICABLE LAWS. IT IS YOUR RESPONSIBILITY TO CHECK THAT THE STORAGE OF AND ACCESS TO YOUR DATA VIA FAUNA AND THE SITE WILL COMPLY WITH LAWS APPLICABLE TO YOU AND YOUR BUSINESS (INCLUDING ANY LAWS REQUIRING YOU TO RETAIN RECORDS). COMPANY IS NOT RESPONSIBLE FOR AND EXPRESSLY DISCLAIMS ANY WARRANTIES RELATED TO ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF FAUNA THAT ARISES FROM CUSTOMER INFORMATION.
10. Limitation of Liability TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL COMPANY BE LIABLE TO YOU FOR ANY CLAIM (WHETHER IN CONTRACT, TORT, OR OTHERWISE) FOR ANY CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS PROFITS AND/OR BUSINESS INTERRUPTION, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED, WHETHER FORESEEABLE OR NOT, ARISING OUT OF THESE TERMS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF COMPANY AND OR COMPANY’S AFFILIATES ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, OR COMPANY’S NEGLIGENCE IN RESPECT OF ANY ONE INCIDENT, OR SERIES OF CONNECTED INCIDENTS, EXCEED THE GREATER OF THE FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTH PERIOD PRECEDING A CLAIM AND ONE THOUSAND DOLLARS ($1,000).
11. Backup of Data Customer shall maintain copies of all data and information inputted by Customer into Fauna. Company does not make any guarantees that there will be no loss of data or information, or that Company policies and procedures will conform to industry best practices. Company expressly excludes and disclaims any liability for any loss of Customer's data and information, no matter how such loss was caused.
12. Maintenance and Support and Upgrades
12.1 During the Service Term for Free or Paid Use. Company reserves the right to modify and provide updates to Fauna from time to time at its discretion. Company will provide maintenance and support in accordance with the applicable terms of this Section and/or the Order Form. Company will make reasonable efforts to resolve issues related to malfunctions or errors resident in Fauna. Company will not be responsible for errors or malfunctions caused by any of the following: (a) use of Fauna in conjunction with any specific platform (such as browser, OS, or networking device); (b) use of Fauna other than in accordance with these Terms; (c) any repair, adjustment, alteration, or modification of Fauna without Company's prior written consent (the availability of macros, macro development capabilities, plug-ins, APIs and certain Fauna source code shall not be deemed to be Company's consent to any repair, adjustment, alteration or modification of Fauna for purposes of maintenance and support); (d) third-party applications or components; (e) environmental issues outside of Company's control, including without limitation those introduced by Company's own vendors and partners; and (f) errors or malfunctions caused by or related to Your use of Fauna for any reason. Company will provide support only for the current release of Fauna. Company's obligations, if any, to provide maintenance and support is subject to the following: (a) Customer shall provide Company with sufficient access to its account and personnel to duplicate and resolve errors; (b) Customer shall provide supervision, control and management of the use of Company; (c) Customer shall document and promptly report all errors or malfunctions in Fauna to Company, and (d) Customer shall take all steps necessary to carry out procedures for the rectification of errors or malfunctions within a reasonable time after such procedures have been received from Company. Notwithstanding the foregoing or anything to the contrary contained in these Terms, Company shall be under no obligation to provide any updates, enhancements, modifications, revisions, or additions to Fauna.
14. Injunctive Relief Customer understands and agrees that its breach of these Terms may cause Company irreparable damage for which recovery of money damages would be inadequate, and that Company shall therefore be entitled to obtain timely injunctive relief to protect Company's rights under these Terms in addition to any and all remedies available at law, without the necessity of a bond.
15. Copyright and Trademark Notices The following trademarks are property of Company:
- FaunaDB Cloud™
- FaunaDB Serverless Cloud™
- FaunaDB Enterprise™
- FaunaDB Hybrid™
All other trademarks are owned by Company and their affiliates. The content, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to Fauna and the Site are protected under applicable copyrights, trademarks and other proprietary (including but not limited to intellectual property) rights. Other than as expressly permitted in these Terms, the copying, redistribution, use or publication by Customer of any such matters or any part of Fauna, is strictly prohibited. Customer does not acquire ownership rights to any article, document or other materials viewed through Fauna. The posting of information or materials on Fauna does not constitute a waiver of any right in such information and materials. Some of the content on Fauna may be the copyrighted work of third parties. Nothing contained in Fauna should be understood as granting Customer a license to use any of the trademarks, service marks, or logos owned by Company or any third party.
16. Notices and Procedure for Making Claims of Copyright Infringement If You believe that Your content or any other work has been used in a way that constitutes copyright infringement, or Your intellectual property rights have been otherwise violated, please notify Fauna, Inc. at firstname.lastname@example.org or Copyright Agent, Fauna, Inc., 548 Market Street #87043, San Francisco, CA 94104. Provide all of the following in writing: (1) identify the copyrighted work you claim has been infringed or if multiple copyrighted works, then a representative list of such works on the website; (2) identify the material on the website that you claim is infringing and with enough detail so that we may locate the material; (3) provide a statement that you have a good faith belief that the use of the material on the website is not authorized by the copyright owner, its agent, or the law; (4) provide a statement declaring that the notification is accurate, and, under penalty of perjury, that you are the owner of the copyright interest involved or that you are authorized to act on behalf of the exclusive owner; (5) provide information reasonably sufficient to permit Company to contact you, such as an address, telephone number, and email address; and (6) your physical or electronic signature. Upon receipt of notice as described above, Company will take whatever action, in its sole discretion, it deems appropriate, including removal of the alleged infringing material.
17. Binding Arbitration You agree that any legal controversy or legal claim arising out of or relating to these Terms or Fauna (excluding legal action taken by us to obtain any injunction relating to intellectual property ownership or infringement), shall be settled solely by confidential binding arbitration in accordance with the Comprehensive Arbitration Rules & Procedures of JAMS, available at JAMS Comprehensive Arbitration Rules and Procedures. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in San Francisco, California. Each party shall bear one-half of the arbitration fees and costs incurred through JAMS, and each party shall bear its own attorneys' fees. BY ACCEPTING THESE TERMS, CUSTOMER WARRANTS THAT THEY HAVE READ, ARE FAMILIAR WITH, AND UNDERSTAND THE COMPREHENSIVE ARBITRATION RULES OF JAMS, AND HAVE CONSULTED WITH AN ATTORNEY AS TO THEIR IMPACT AND THE IMPACT OF THIS ARBITRATION CLAUSE ON CUSTOMER'S LEGAL RIGHTS.
18. United States Government Restricted Rights Fauna is provided with restricted rights. Use, duplication, or disclosure by the government is subject to restrictions as set forth in subparagraph (c)(f)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c) (1) and (2) of the Commercial Computer Software-Restricted Rights at 48 C.F.R. S:52.227-19, as applicable. Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by these Terms and will be prohibited except to the extent expressly permitted by these Terms.
19. Export Customer may not remove or export from the United States or allow the export or re-export of Fauna or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. You acknowledge and agree that no data, information, software programs and/or materials resulting from Your use of Fauna will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws. You also acknowledge that Fauna is designed with capabilities for You and Your users to access Fauna without regard to geographic location. You are solely responsible for the authorization and management of Your user accounts across geographic locations, as well as export control and geographic transfer of Customer Information.
21. Use of Customer Name/Logo and Marketing Assistance You hereby grant consent to Company a limited, non-exclusive, fully-paid, royalty-free license to use Your name and/or logo on the Site solely for the purpose of identifying You as a customer of Company and Your usage of Fauna. Company does not acquire any ownership or other rights to Customer's trademarks. If You object to such usage and wish to have Company cease further use of Your name/logo on the Site, please email Company at email@example.com, or send correspondence to Fauna Inc., 548 Market Street #87043, San Francisco, CA 94104, Attn: Legal and request that Your name/logo be removed from the Site. Company will endeavor to honor all such requests within fifteen (15) days of Company's receipt of such written removal request.
At Company's reasonable request, You agree to provide Company with marketing assistance, including but not limited to participating in marketing case studies, videos, blogs, social media postings, and testimonials. Company reserves the right to communicate with you via email or telephone for marketing, informational, and promotional purposes.
22. General Provisions
These Terms is governed by and shall be construed in accordance with the domestic laws of the State of California, excluding (a) any conflicts-of-laws rule or principle that might refer the governance or the construction of these Terms to the law of another jurisdiction, (b) the United Nations Convention on Contracts for the International Sale of Goods, and (c) any potentially applicable provisions of the Uniform Computer Information Transactions Act, to the extent it is, or has been, adopted in a governing jurisdiction. These Terms is the entire agreement between the parties on the subject matter hereof and supersedes all prior communications or agreements, written or oral, excepting (if applicable) the Fauna Professional Services Agreement and the Fauna Enterprise License Agreement, should You be a party to either of those agreements. The relationship of the parties hereunder is that of independent contractors, and these Terms will not be construed to imply that either party is the agent, employee, or joint venturer of the other. In the event that any provision of these Terms is held to be unenforceable, these Terms will continue in full force and effect without said provision and will be interpreted to reflect the original intent of the parties. Customer may not assign or transfer these Terms (by operation of law or otherwise) without the prior written consent of Company and any prohibited assignment or transfer will be null and void, but Company may freely assign or transfer its obligations under these Terms. These Terms will be binding upon and will inure to the benefit of the parties' permitted successors and/or assignees. Waiver by either party of a breach of any provision of these Agreement or the failure by either party to exercise any right hereunder will not operate or be construed as a waiver of any subsequent breach of that right or as a waiver of any other right. Any notice required under these Terms shall be provided to the other party in writing. These Terms may be amended or modified by Company at any time by means of written notification to You.
23. Contacting Us If you have any questions, comments or complaints concerning these Terms, please email us at firstname.lastname@example.org, or send any correspondence to Fauna Inc., 548 Market Street #87043, San Francisco, CA 94104, Attn: Legal. Our representatives will endeavor to contact you within fifteen (15) days of your inquiry.
Fauna Inc 2020