General Terms & Conditions
Welcome to Soda! Below we've outlined our general terms & conditions. Please review these carefully.

Introduction
The present general terms and conditions (hereinafter referred to as the "General Terms and Conditions") apply to the contractual relationship (hereinafter the "Agreement") between Soda Data NV, with registered office at 1000 Brussel, Rue Picard 7 and company number 0694.987.974 (hereinafter referred to as "Soda"), on the one hand, and Yourself, on the other hand, as a business customer of Soda (hereinafter referred to as the "Customer"), hereinafter jointly referred to as the "Parties", in relation to the data testing and observability software provided by Soda (hereinafter referred to as the "Software") by means of (i) the Soda proprietary platform (hereinafter referred to as the "Platform") and (ii) a proprietary library downloaded and installed by Customer and working in conjunction with the Platform (hereinafter referred to as the “Soda Library”). Customer has access to both the Platform and Soda Library. The Platform, Soda Library and the Software are hereinafter jointly referred to as the "Service".

The Agreement can be made either in the form of a written contract made between the Parties or through an order placed/an account (hereinafter referred to as the "Account") created by Customer and accepted by Soda via the website and/or the application developed, operated and maintained by Soda through which the Service is offered (hereinafter referred to as the "Website”).

The acceptance of the General Terms and Conditions by Customer and its continuous compliance herewith is a necessary precondition to place any order, create an Account with Soda and/or make use of the Platform and Soda Library and a necessary condition for the performance of the Agreement by Soda.

By placing an order, creating an Account and/or making use of the Platform and/or Soda Library, Customer declares to have read the General Terms and Conditions and to accept them unconditionally in all their provisions.

The General Terms and Conditions shall be binding upon Customer regardless of any stipulations to the contrary in a document issued by Customer. In case of conflict between the General Terms and Conditions and an order, Customer’s terms and conditions or any other document passed between the Parties in relation to the Service, the General Terms and Conditions shall prevail unless otherwise agreed upon between Parties in writing.

Soda reserves the right to modify the General Terms and Conditions in its reasonable discretion from time to time and shall notify Customer of such modifications. If Customer does not agree with the modification, he shall be entitled to terminate the Agreement in writing within 1 (one) month after the notification. Continued use of the Service by Customer 1 (one) month after such notification shall constitute Customer’s acceptance of the modification.

The Service is reserved to business Customers. Consumers cannot be a Customer.

If Customer has procured the Service through a Soda-authorized distributor or reseller (“Reseller”), then Customer acknowledges and agrees that: (a) Soda may share information with the Reseller related to Customer’s use and consumption of the Service; (b) the termination provisions below will also apply if Customer’s Reseller fails to pay applicable fees to Soda; and (c) Reseller is not authorized to make any changes to this Agreement or otherwise authorized to make any warranties, representations, promises or commitments on behalf of Soda or in any way concerning the Service and Soda cannot be held liable for any claims, losses, expenses or liabilities as a result thereof.

Account
In order to use the Service, Customer must register and create an Account.

Customer can choose between a free Account (hereinafter referred to as the “Free Account”) and
different types of paid Accounts, offered at different price points (hereinafter referred to as “Paid
Account Types”). Paid Account Types differ from the Free Account and from each other in the functionalities offered and/or the usage limits imposed as communicated to Customer, including
via the Website. The functionality restrictions and usage limits of the Free Account are set out in
Schedule I of these General Terms & Conditions. Soda may limit, change, or modify the
functionalities and usage limits of Free Accounts at any time. Customer may sign up for a Free
Account only once.

Customer undertakes not to disclose its Account information, including API keys, to any third party and to only use it within the framework of the Agreement. Customer is solely responsible for maintaining the confidentiality and security of the Account and for all activities that take place on or through the Account. Customer agrees to inform Soda immediately of any breach of the confidentiality or security of his Account and the API keys. Soda is not responsible for any damage resulting from unauthorized use of the Account of Customer by Customer or any third party as a consequence of a breach hereof by Customer.

When registering for and using the Service, Customer must provide Soda with correct and complete information and undertakes to update his registration details in order to keep them correct and complete.

Fees and payment
No fees are due for the use of a Free Account.

All fees for Paid Account Types (hereinafter referred to as “the Fees”) are payable (multi-)yearly, and upfront. Customer shall provide valid billing information as the means of payment, to which Soda shall invoice the Fees up to 10 business days before the start of the time period the Fees will cover (hereinafter referred to as “the Paid Period”). Unless otherwise agreed in writing, all amounts invoiced under this Agreement are due and payable by Customer within thirty (30) days after the invoice date.

All prices are in Euro or US Dollar, and net of any statutory value-added tax and other taxes or fees. These are payable by Customer.

The Fees are due and payable irrespective of whether Customer uses the Service or not, and irrespective of whether Customer uses both the Platform and the Soda Library or not.

If Customer upgrades a Paid Account Type to a higher-priced Paid Account Type, or by purchasing an increase in his usage limits, the associated additional Fees will be charged on a pro-rata basis for the remaining number of calendar days until the start of the next Paid Period. The Fees of this next and all subsequent Paid Periods will then be increased to reflect the upgrade.

The Parties may deviate from these payment conditions by mutual agreement in writing.

If Customer has signed up for a Free Account using the Website, Soda will automatically give Customer access to a set of functionalities and usage limits normally reserved for Paid Account Types, as a free trial (hereinafter referred to as “the Free Trial”). This Free Trial will expire three (3) weeks after the day on which Customer created the Account (hereinafter referred to as “the Sign-up Date”). From the expiration of the Free Trial onwards, the Free Account will be restricted to the functionalities and usage limits of a Free Account as set out in Schedule I at that time.

If Customer wishes to retain access to the functionalities and usage limits reserved for Paid Account Types, he can upgrade his Account to the relevant Paid Account Type when the Free Trial ends.

If Customer has procured the Service through a Reseller, then different terms regarding fees, invoicing, payment and taxes may apply as specified between Customer and its Reseller.

Delivery
The Platform is made available online and the Soda Library is made available for download and installation by Customer. During the Account creation process, Customer will receive a login and password to access the Platform and API keys necessary for the use of the Soda Library.

License and restrictions
By the Agreement Soda grants to Customer, and Customer accepts, the following license (hereinafter referred to as the "License"): a non-exclusive, restricted, personal, non-transferable and a non-assignable license to use the Service during the term of the Agreement (hereinafter referred to as “Term”) and in accordance with the Agreement. This License is granted only for the purpose of Customers’ usual activities related to the management of its own business, including corporate and personnel matters and for use in accordance with the intended use of the Service. Customer acknowledges and agrees that the Service, including the Software, is licensed, not sold.

The License is granted to Customer only and shall not be considered or construed to be granted to any subsidiary or holding company of Customer, unless otherwise agreed upon by Soda. Customer shall not assign, transfer or sublicense the License to any person without the prior written consent of Soda.

The Agreement does not grant and shall not be construed to grant to Customer any other right than the rights expressly granted by the Agreement. Any right that is not expressly granted to Customer hereunder is reserved by Soda.

The License is granted subject to Customer’s continuous compliance with the Agreement, including timely payment of the Fees, where applicable, failing which Soda reserves the right to fully or partially terminate, deny or limit Customer’s access to or use of the Service and/or to refuse, suspend, interrupt or terminate the License granted to Customer, without detriment to Soda’s rights hereunder and its right to claim compensation for losses, damages and costs it incurred.

Customer will only have access to the latest released version of the Platform. Each new version or update of the Platform will replace the previous version thereof, and be subject to all rights and obligations as mentioned in the Agreement.

With respect to the Service, and unless upon explicit prior written approval by Soda or explicitly permitted by applicable and compulsory law, Customer shall not (attempt to) do the following and shall not assist any third party in doing the same by any means: (i) copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, translate, adapt, alter or distribute all or any portion of the Service in any form or media; or (ii) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, display, or otherwise commercially exploit, or otherwise make available the Service to any party; or (iii) access the Service or any part thereof for purposes of monitoring the availability, the performance or the functionality of the Service, nor for any benchmarking or competitive purposes; or (iv) translate, modify, adapt, alter, reverse compile or reverse engineer, decompile, disassemble or otherwise reduce to human-perceivable form all or any part of the Service; or (v) reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of the Service or disclose any of the foregoing; or (vi) create internet “links” to the Service or any part thereof or "frame" or "mirror" the Service or any part thereof on any server or wireless or Internet-based device; or (vii) access or use the Service or any part thereof to build a competitive product or service or a product or service using similar ideas, features, functions or graphics as the Service or any part thereof or to copy any ideas, features, functions or graphics of the Service or of any part thereof; or (viii) take any action that would cause the Service to fall in the public domain.

Soda reserves the right to use all technical means to verify that Customer complies with these restrictions.

Customer acknowledges and agrees that Soda is entitled to use Customer’s and other customers’ prompts (i.e. the input given by Customer to describe a check in natural language and on the basis of which the Service, through use of a machine learning model, generates a suggested syntax to implement the check) in order to improve the machine learning model converting prompts into checks syntax, and to otherwise analyze, develop and improve the Service. Soda retains all rights in such database.

Soda's obligations in relation to the Service
Subject to the terms and conditions of the Agreement, Soda shall provide the Service to Customer with reasonable skill and care and substantially in accordance with the Agreement. However, Customer recognizes that Soda may interrupt the Service (in whole or in part) for maintenance work purposes, including both scheduled maintenance work and unscheduled work in the event of an emergency. Where possible, Soda undertakes to inform Customer in advance of any suspension or discontinuation of the Service. In the event of an unforeseen unavailability of the Service, Soda shall make reasonable efforts to remedy such unavailability within a commercially reasonable delay.

Soda shall not have the obligation to (continue to) provide the Service in case of any (suspected) use of the Service by Customer contrary to the Agreement or Soda's instructions, of modification or alteration of the Service by any party other than Soda and shall be relieved of its obligations to perform the Agreement for the time that it is prevented from performing the Agreement as a result of any failure or delay by Customer to perform its obligations under the Agreement.

If the Service does not comply with the Agreement, Customer's sole and exclusive remedy shall be that, at Soda’s discretion, Soda shall either (i) repair or replace any software subject to the breach, (ii) provide Customer with an alternative means of accomplishing the desired performance, or (iii) refund to Customer that portion of the Fees actually paid under this Agreement by Customer for the defective (part of the) Service.

The Service is a constantly evolving software product, which Soda is continually seeking to improve and align with the needs of its broader customer base. Customer accepts that, as a result of this process, all elements, functions and any other content of the Service are subject to modifications (including the addition of new or the removal or replacement of existing elements and functions).

Soda provides a range of resources to Customer, which Customer can consult if he needs support in using the Service. These can be found at docs.soda.io. Soda may also provide communication channels in the Service where Customer can ask for support, but unless otherwise agreed in writing, this additional support channel is offered as a courtesy, and should not be construed as an obligation on Soda’s part to provide support for any support requests submitted.

Customer's obligations regarding the Service
Customer shall provide Soda with all necessary cooperation and with access to all information as may be required by Soda for the performance of the Agreement, shall maintain all necessary consents and permissions necessary for Soda to perform the Agreement and shall perform its obligations under the Agreement in a timely and efficient manner, failing which Soda may adjust any agreed timetable or delivery schedule as reasonably necessary.

Customer shall ensure that its network, file and web transfer protocols and message structures and any other systems, as may be used in relation to the Service, comply with the required specifications as they may be provided by Soda from time to time and shall be solely responsible for procuring and maintaining the network and telecommunications connections between its IT-environment and the Platform and for all loss or damage due to events such as delays and delivery failures related to the said connections.

Customer shall abide by all applicable local, state, national and foreign laws, treaties and regulations with respect to its activities under the Agreement, including those related to data privacy, international communications and the transmission of technical or personal data.

Customer shall not (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws or facilitate any illegal activity, (ii) send, process or store unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, racially, discriminatory or ethnically offensive, infringing, threatening, libellous, sexually explicit or otherwise unlawful or tortuous material, including material that is harmful to children or that violates third party rights; (iii) access, store, distribute or transmit material containing software viruses, worms, Trojan horses or other harmful computer codes, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of (any part of) the Service or of the data contained therein and (v) attempt to gain unauthorized access to the Service or its related systems or networks. In such events Soda reserves the right, without detriment to its right to claim compensation for losses, damages and costs effectively suffered, to disable without prior notification all Customer's access to the Service and/or to terminate the Agreement with immediate effect and without compensation.

Customer shall prevent any unauthorized access to or use of the Service, the Service results, the Account, the API keys, password or log-in details and shall promptly notify Soda of such use as well as of any other breach of security known to or suspected by Customer. Customer shall be responsible and liable for all activity occurring under the Account. Customer represents that his representatives and employees, and in particular his Account administrator, shall at all time fully comply with the Agreement and shall indemnify, defend and hold Soda, harmless from and against any damage, cost, claim, demand, lawsuit, cause of action or loss of any nature whatsoever, suffered or incurred by any of them, arising out of or in connection with the infringement of this representation.

Service and offer information
Customer is free to consult the Website and make use of it to take note of the products and services offered (including the Service), without any obligation to purchase. In order to allow Customer to place an order in a considered manner, Soda's offers always contain, to the best of its ability, within the limits of technological possibilities and in accordance with the best current market standards, the most complete and accurate information relating to the essential characteristics of the products and services. Soda is not liable for any compensation on account of obvious errors in the provided product information.

Website
The information on the Website is of a general nature. The information is not adapted to personal or specific circumstances, and can therefore not be considered as personal, professional or legal advice to the user. Soda makes every effort to ensure that the information made available is complete, correct, accurate and up-to-date. Despite these efforts, inaccuracies may occur in the information provided. If the information provided contains inaccuracies or if certain information on or via the Website is (un)available, Soda will make every effort to rectify this as soon as possible. If you discover any inaccuracies in the information made available through the Website, you can contact the site administrator.

The Website may contain hyperlinks to websites or pages of third parties, or refer to them indirectly. The placing of links to these websites or pages in no way implies an implicit approval of their content. Soda expressly declares that it has no control over the content or other characteristics of these websites and can in no way be held responsible for their content.

Warranties
It is understood that Soda's provision of the Service is an obligation of means and that (any part of) the Service, including any information which might be provided via the Service, is provided on an “as is” basis.

Soda only has a best efforts obligation with regard to access to the Website and the Service. Soda does not guarantee the proper, uninterrupted or error-free operation of the Website or Service, nor does it guarantee that this operation will be free of damage, corruption, attacks, viruses or manipulations. Customer is aware of the need to have an appropriate IT infrastructure and to create backups of all data that he introduces in the Service.

Customer acknowledges and agrees that the Service and the Service results shall not constitute and shall not be construed to constitute as legal, commercial or managerial advice or any other type of advice by Soda to Customer. Customer shall use and interpret the Service and the Service results at its own risk and responsibility, may draw any conclusions from the Service results in its discretion and acknowledges and agrees that (i) he must not rely on the information provided via the Service and Service results as an alternative to legal, commercial or managerial advice or any other type of advice from other professional legal services providers, (ii) he should never delay seeking such advice, disregard such advice, or commence or discontinue any (legal) action because of information provided via the Service and the Service results.

Except as expressly provided herein or in the Agreement, Soda hereby disclaims all conditions, representations and warranties, whether express, implied, statutory or otherwise, to the maximum extent permitted by applicable law. Without limiting the foregoing, as such and among others (i) the Service and the Service result, and in general any service, good or information are provided by Soda without any warranties or representations, express or implied, including, without limitation, warranties of merchantability or fitness for a particular purpose, performance, non-infringement, timeliness, reliability, availability, accuracy, quality or completeness of the Software, of the Platform, Soda Library or of the Website or of any data provided under the Agreement; (ii) Soda does not warrant that the Service shall be uninterrupted, error-free or that it shall meet Customer’s or any other party’s specific needs, nor that a service, good or information provided by Soda under the Agreement shall be free from viruses, harmful components, errors or defects (nor that the said shall be corrected), nor that the Software, the Platform, Soda Library or the Website shall operate in combination with any other service, software, hardware, system or data and (iii) Soda shall have no liability for the (in)correctness of any data provided to it, used by it or provided by it under the Agreement and shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any data.

Liability
To the extent permitted by applicable law, in no event Soda shall be liable for any indirect damages, contractual or non-contractual, including, without limitation, incidental, special, punitive or consequential damages, including loss of profit and loss of business, work interruptions, damage to or loss of programs, data, equipment or software incurred by Customer or by any other party in connection with the Agreement.

For direct damages, the liability of Soda shall never exceed an amount equal to the Fees actually paid by Customer for the Service under this Agreement over the last twelve months. Customer acknowledges and accepts that the price of the Service has been determined taking into account the limitation of liability as set out in these General Terms and Conditions.

Customer shall indemnify and hold Soda harmless from and against any and all claims, costs, damages, losses, liabilities and expenses arising out of or in connection with (i) any use by Customer of (any part of) the Website, Service or the Service results, including unintended, improper or illegal use or use contrary to the Agreement, (ii) any claim brought by a third party against Soda as a result of the use of Customer data, (iii) any consequences of the use by Customer of any hardware or software not provided by Soda.

If the Service becomes the subject of an infringement claim, Soda shall, at its sole discretion, either (i) procure the rights for continued use of the Service by Customer, (ii) replace or modify the Service with another system or components of comparable quality and functionality, or (iii) terminate the Agreement and refund any prepaid and unused Fees.

Intellectual Property
Except as explicitly provided herein, the Agreement does not intend and shall not bring or be construed to bring any change to the propriety of or licenses to any proprietary and/or intellectual property rights of Soda and Customer shall not, as a result of the Agreement, be entitled to any claim with regard to any intellectual property rights to which, prior to the signing of the Agreement, it was not entitled. Excepting any open source components of which Soda is not the exclusive owner, Soda is and remains the exclusive owner of all proprietary and intellectual property rights that underlie or are incorporated, included or used in the Website, the Platform, the Soda Library or the Software including all components of the Website, the Platform, the Soda Library and the Software, including the visual elements, the sound elements, the technology and source codes used, the information, logos, icons, digital downloads, calculations, plans, software, images, brands, models, slogans, graphic charters, advertisements, user interfaces, audio and video files, editorial content, scripts and software, contained on the Website or in the Platform, Soda Library or Software.

Whenever the Agreement awards to Customer certain rights or licenses to Soda’s intellectual property or if the purpose of the Agreement requires such rights or licenses, it is understood that they are awarded to Customer under the License limitations and that Customer's rights in relation to Soda’s intellectual property are at all times restricted to the extent that they are incorporated in the Service or the Service results under the terms and conditions set forth herein.

Without limiting the scope of the other provisions of the Agreement and without prejudice to Customer’s right to use the Service under the License as set forth herein for Customer’s operations, Customer shall not, without prior written authorization of Soda, copy, modify, make derivative works based on, disassemble, decompile, reverse engineer or translate anything that is protected by Soda's intellectual property rights nor remove, modify or obliterate any trademark, logo, name, notice, identifying number or coding applied to the Service provided by Soda under the Agreement.

Customer acknowledges and agrees that the Service contains trade secrets and confidential information. Customer agrees to treat the Service as Soda’s intangible proprietary information, intellectual property, and trade secrets. Customer shall not attach, challenge, or contest Soda’s ownership of the Service, the validity of any copyrights in the Service, and Customer shall not aid others in so doing.

Force majeure
Soda may not be held liable for a total or partial breach of its contractual obligations if and to the extent that the breach is due to force majeure or an event assimilated to force majeure. Events equivalent to force majeure include computer viruses, system breakdowns and technical breakdowns and defects in the computer infrastructure that would occur at Soda, the intrusion of unauthorized persons, a total or partial interruption of the means of communication, natural disasters, fire, and any other event that should be qualified as force majeure in accordance with law. In the event that Soda becomes aware of force majeure or of an event assimilated to force majeure which would render the execution of the Agreement impossible, Soda undertakes to inform Customer accordingly. In the event that the situation of force majeure continues for more than 30 days, Soda will be entitled to unilaterally terminate the Agreement in writing, subject, where appropriate, to the obligation to repay to Customer the part of the purchase price already paid by Customer for the undelivered Service, without Customer being entitled to any additional compensation whatsoever.

Term and termination
Unless otherwise agreed in writing, the Term of the Agreement is one (1) year from the Sign-up Date. The Agreement shall automatically be renewed every year, unless Soda or Customer gives a written notice to the other party of its intention not to renew the Agreement at least one (1) month before the end of the then current one year Term. If Customer has signed up for a Free Account, and from the expiration of the Free Trial onwards, Soda and Customer may terminate the Agreement at any time upon a one week written notice.

Without prejudice to Soda’s right to compensation for losses, damages and costs suffered and without prejudice to other provisions of the Agreement, Soda may terminate the Agreement at any time without any compensation being due to Customer if Customer: (i) fails to observe or breaches any of its material covenants, agreements or obligations under the Agreement in any material respect, provided that such breach continues for a period of fifteen (15) days after receipt by Customer of notice of default specifying the nature of the breach and requesting to cure it; or (ii) makes any assignment for the benefit of creditors or files a petition in bankruptcy or is adjudged bankrupt or becomes insolvent or generally unable to pay its debts when due or is placed in the hands of a receiver or if the equivalent of any such proceedings occurs, provided that such termination is not contrary to legal provisions of public order applicable to Customer; or (iii) fails to maintain any authorization, license or permit of any nature that is required under the Agreement or by law to execute the Agreement as a result of which Customer is no longer authorized to receive the Service or execute the whole or a part of its obligations under the Agreement; or (iv) commits a serious breach of the Agreement, the breaches to the following obligations constituting such breach: unauthorized use of the Service, the Platform, Soda Library or the Website, breach of Customer’s obligations in relation to use of the Service or Account; non-payment of the price, breach of Soda’s intellectual property rights.

Upon the termination, cancellation or expiration of the Agreement for any reason whatsoever, the License shall be immediately and automatically revoked and Customer will cease all use of the Service, including all use of the Soda Library. Customer shall immediately and irretrievably delete and/or remove all copies of the Software in its possession and/or control from all computer equipment, hard drives, networks and other storage media. Customer shall be responsible for retrieving Service results or any other data stored via the Service before the end of the Agreement. Any data of Customer stored by Soda via the Service shall be deleted by Soda thirty (30) days after the termination date of the Agreement. Customer acknowledges that he is solely and fully liable for any claims or damages as a result of the deletion of the data.

If a Free Account has not been used by Customer for over ninety (90) calendar days, Soda has the right to terminate the Agreement, and to delete that Free Account and all data stored on this Account, without the obligation to give written notice to Customer.

Data protection
Parties shall comply with the applicable data protection legislation, including Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.

If Soda is required under the Agreement to process personal data on behalf of Customer, Customer shall act as data controller and Soda shall act as data processor. These processing operations shall be governed by the Data Processing Agreement.

Miscellaneous
If any of the provisions of the Agreement is held to be or rendered void or unenforceable under applicable law, such provision shall be reduced to such scope as is reasonable and enforceable if possible. Otherwise, such provision shall be severed from this Agreement and ineffective to the extent of such prohibition or invalidity without it invalidating the remainder of the provisions of this Agreement.

The failure of Soda to temporarily invoke a legal right shall not constitute a waiver of that right.

All notices between Soda and Customer shall be in English and shall be deemed to be given:
- to Customer if sent by email to Customer’s email address as indicated at registration
- to Soda if sent by email to info@soda.io.

The Agreement shall be governed by, interpreted and construed in accordance with the laws of Belgium. All disputes relating to the Agreement, including its interpretation, fall under the exclusive jurisdiction of the courts of the district of Brussels. Before bringing a legal claim to court, all parties concerned shall take all possible measures to resolve their dispute amicably.

Schedule I
From the expiration of the Free Trial onwards, the Free Account will have the following functionality restrictions and usage limits:
- Maximum of 1 active user
- Maximum of 25 checks implemented
- Maximum of 25 checks evaluated per day
- 14 days of data retention