Terms of Service

1. Acceptance of Terms

By accessing or using Thermocline Cloud services, including our cloud database platform, APIs, console, documentation, and related services (collectively, the "Services"), you agree to be bound by these Terms of Service ("Terms"). If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and "you" refers to both you individually and that organization.

If you do not agree to these Terms, you may not access or use the Services. We may update these Terms from time to time by posting the revised version on our website. We will notify you of material changes at least 30 days in advance via email or in-product notification. Your continued use of the Services after such changes take effect constitutes acceptance of the modified Terms. If you do not agree to the updated Terms, you must stop using the Services before the effective date.

2. Account Registration and Security

To use the Services, you must create an account and provide accurate, complete, and current information. You are responsible for maintaining the confidentiality of your account credentials, including API keys, and for all activities that occur under your account. You must immediately notify Thermocline at legal@thermoclinecloud.com if you become aware of any unauthorized use of your account.

You may not share account credentials among multiple individuals. Each user must have a unique account. You may create and manage multiple API keys, and you are responsible for rotating and revoking keys as appropriate. Thermocline is not liable for any loss or damage resulting from unauthorized access to your account due to your failure to safeguard your credentials.

3. Services and License

Subject to your compliance with these Terms and timely payment of applicable fees, Thermocline grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services during the subscription term for your internal business purposes in accordance with the documentation.

You may not: (a) sublicense, sell, lease, or redistribute the Services or access thereto; (b) use the Services to build a competing database product or service; (c) reverse engineer, decompile, or attempt to extract the source code of the Services (except to the extent permitted by applicable law notwithstanding this restriction); (d) exceed the usage limits, storage quotas, or cluster allocations associated with your plan; (e) interfere with or disrupt the integrity or performance of the Services; (f) attempt to gain unauthorized access to the Services or their related systems or networks; or (g) use the Services in violation of applicable law or regulation.

4. Your Data

As between you and Thermocline, you retain all right, title, and interest in and to the data you store, process, or transmit through Thermocline Cloud ("Your Data"), including any documents, vectors, embeddings, metadata, and backups. Thermocline does not claim ownership of Your Data and will not access, use, or disclose Your Data except: (a) as necessary to provide, maintain, and improve the Services; (b) to prevent or address technical or security issues; (c) as required by law; or (d) as you expressly permit.

You are solely responsible for the content, quality, and legality of Your Data and the means by which you acquired it. You represent and warrant that you have all necessary rights, consents, and permissions to store and process Your Data using the Services, and that Your Data does not violate any third-party rights or applicable laws. Thermocline will process Your Data in accordance with our Privacy Policy and, where applicable, our Data Processing Agreement (DPA), available upon request.

You may export Your Data at any time through the Services or API in standard formats (JSON, BSON). Upon termination of your account, Thermocline will make Your Data available for export for 30 days. After this period, Your Data and all associated backups will be permanently deleted within 90 days, except where retention is required by law.

5. Data Processing and Security

Thermocline implements and maintains administrative, physical, and technical safeguards designed to protect Your Data, including: encryption at rest using AES-256, encryption in transit using TLS 1.3, network isolation between clusters, automated threat detection, and access controls limiting employee access to Your Data on a need-to-know basis.

Thermocline processes Your Data across its intelligent tiering system (hot and cold storage tiers) as part of normal service operation. Data movement between tiers is automated and transparent to your application. Both storage tiers maintain the same encryption and access control standards regardless of temperature classification.

For customers who require a Data Processing Agreement for GDPR, CCPA, or other regulatory compliance, Thermocline offers a standard DPA that covers our obligations as a data processor. Contact legal@thermoclinecloud.com to execute a DPA.

6. Acceptable Use

You agree not to use the Services to: (a) store, transmit, or process any data that is unlawful, harmful, threatening, abusive, defamatory, or otherwise objectionable; (b) store or transmit any malware, viruses, or other harmful code; (c) conduct or facilitate any illegal activity, including unauthorized access to third-party systems; (d) mine cryptocurrency or perform computationally abusive workloads unrelated to database operations; (e) perform load testing or stress testing without prior written approval; or (f) use the Services in a manner that impairs the experience of other users.

Thermocline reserves the right to investigate and take appropriate action against violations of this section, including suspending or terminating your account, removing data, and reporting violations to law enforcement. We will provide reasonable notice before suspension except in cases posing an immediate security risk.

7. Fees, Billing, and Payment

Fees for the Services are set forth on the Pricing page and in the applicable order form or plan selection. All fees are quoted in U.S. dollars unless otherwise specified. You agree to pay all fees associated with your selected plan and any overage charges for usage exceeding your plan limits.

For subscription plans, fees are billed in advance on a monthly or annual basis depending on your selection. Usage-based charges (storage overages, additional clusters, bandwidth) are calculated and billed in arrears. All fees are non-refundable except as expressly set forth in these Terms or as required by applicable law.

We may change pricing upon 30 days' advance notice. Price changes will apply at the start of your next billing cycle. If you do not agree to a price change, you may cancel your subscription before the new pricing takes effect. Failure to pay fees when due may result in suspension of the Services after a 14-day grace period and written notice.

8. Use at Your Own Risk

UNLESS YOU ARE ON AN ENTERPRISE PLAN WITH A SEPARATELY EXECUTED MASTER SERVICE AGREEMENT, YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THERMOCLINE CLOUD IS ENTIRELY AT YOUR OWN RISK. The Services are provided for convenience and you are solely responsible for evaluating the suitability of the Services for your use case, maintaining independent backups of Your Data, and implementing your own disaster recovery and business continuity procedures.

Thermocline does not guarantee that the Services will meet your specific requirements, that the Services will be available at any particular time, that Your Data will not be lost or corrupted, or that any defects in the Services will be corrected. You are solely responsible for any damage to your systems, loss of data, or other harm that results from your use of the Services.

Free, Starter, Pro, and Business plan customers acknowledge that Thermocline's total liability is strictly limited as set forth in Section 14, and that no representations or warranties of any kind - whether made by Thermocline employees, documentation, marketing materials, or otherwise - shall create any liability beyond what is expressly stated in these Terms.

9. Free Tier

The Free plan provides limited access to the Services at no cost and is subject to the usage limits published on the Pricing page. Free plan clusters run on shared infrastructure, are provided strictly for evaluation and development purposes, and are not suitable for production workloads. Thermocline makes no guarantees regarding the performance, availability, or reliability of Free plan clusters.

Thermocline reserves the right to modify, suspend, or discontinue the Free plan at any time with or without notice. Free plan accounts that remain inactive for more than 90 consecutive days may be suspended or permanently deleted, including all associated data. No SLA, uptime commitment, or service credit of any kind applies to the Free plan.

10. Service Availability and Uptime Estimates

Thermocline strives to maintain high availability but DOES NOT GUARANTEE uninterrupted, continuous, or error-free access to the Services. Any uptime percentages, availability targets, or reliability metrics referenced on the Pricing page, Status page, documentation, marketing materials, or elsewhere are aspirational estimates only and do not constitute legally binding commitments, warranties, or guarantees of any kind.

Estimated uptime targets by plan are as follows: Starter (~99.9%), Pro (~99.95%), Business (~99.99%). These figures represent goals, not guarantees. Actual availability may vary and may be lower than estimated. These estimates do not create any right to service credits, refunds, or damages of any kind. Only Enterprise plan customers with a separately executed Service Level Agreement (SLA) have contractually binding uptime commitments.

The Services may be temporarily unavailable due to scheduled maintenance, emergency maintenance, infrastructure provider outages, force majeure events, security incidents, software updates, or other causes. Thermocline will use commercially reasonable efforts to provide advance notice of scheduled maintenance but is under no obligation to do so. Thermocline shall have no liability whatsoever for any downtime, data unavailability, or service interruption, regardless of duration or cause.

11. Intellectual Property

The Services, including all software, APIs, documentation, designs, logos, and trademarks, are and remain the exclusive property of Thermocline and its licensors. These Terms do not grant you any rights to Thermocline's intellectual property except the limited license set forth in Section 3.

The Thermocline database engine is available under the Server Side Public License (SSPL). Your use of the open-source components is governed by the SSPL, not these Terms. These Terms govern your use of Thermocline Cloud, the managed service offering.

You grant Thermocline a limited, non-exclusive license to use your company name and logo on our website and marketing materials to identify you as a Thermocline customer. You may revoke this license at any time by emailing legal@thermoclinecloud.com.

12. Confidentiality

"Confidential Information" means any non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information includes Your Data, Thermocline's pricing, technical documentation, security architecture, and the terms of any order form.

Each party agrees to: (a) use the other party's Confidential Information only to exercise its rights and fulfill its obligations under these Terms; (b) protect Confidential Information using at least the same degree of care it uses for its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to third parties except to employees, contractors, and agents who need to know and are bound by confidentiality obligations at least as restrictive as these.

13. Warranties and Disclaimers

THE SERVICES ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THERMOCLINE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, THERMOCLINE MAKES NO WARRANTY OR REPRESENTATION THAT: (A) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (C) ANY DATA STORED IN THE SERVICES WILL NOT BE LOST, CORRUPTED, OR COMPROMISED; (D) THE RESULTS OBTAINED FROM THE SERVICES WILL BE ACCURATE OR RELIABLE; (E) THE QUALITY OF THE SERVICES WILL MEET YOUR EXPECTATIONS; OR (F) ANY ERRORS IN THE SERVICES WILL BE CORRECTED.

ANY INFORMATION OR ADVICE PROVIDED BY THERMOCLINE EMPLOYEES, DOCUMENTATION, SUPPORT CHANNELS, OR MARKETING MATERIALS SHALL NOT CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. YOU ACKNOWLEDGE THAT YOU HAVE RELIED ON NO WARRANTIES OTHER THAN THE EXPRESS TERMS OF THIS AGREEMENT.

Enterprise plan customers with a separately executed Master Service Agreement may have additional warranty protections as set forth in that agreement.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THERMOCLINE, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO: LOSS OF PROFITS, REVENUE, OR BUSINESS; LOSS OF DATA OR DATA USE; LOSS OF GOODWILL; BUSINESS INTERRUPTION; COST OF SUBSTITUTE SERVICES; OR ANY OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY, OR OTHERWISE), EVEN IF THERMOCLINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THERMOCLINE'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE LESSER OF: (A) THE AMOUNTS ACTUALLY PAID BY YOU TO THERMOCLINE IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) FIFTY U.S. DOLLARS ($50). FOR FREE PLAN USERS, THERMOCLINE'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED TEN U.S. DOLLARS ($10).

YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT THERMOCLINE SHALL NOT BE LIABLE FOR ANY DATA LOSS, DATA CORRUPTION, DATA BREACH, UNAUTHORIZED ACCESS TO YOUR DATA, OR FAILURE OF THE SERVICES TO PERFORM, REGARDLESS OF WHETHER SUCH FAILURE RESULTS FROM THERMOCLINE'S NEGLIGENCE, AND THAT YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING INDEPENDENT BACKUPS OF ALL DATA STORED IN THE SERVICES.

THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW IN THE APPLICABLE JURISDICTION, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES; IN SUCH JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

Enterprise plan customers with a separately executed Master Service Agreement may have different liability terms as set forth in that agreement.

15. Assumption of Risk and Responsibility

You expressly understand and agree that your use of the Services is at your sole risk. You assume full responsibility for: (a) evaluating and determining the suitability of the Services for your intended use; (b) the security, integrity, and backup of Your Data, including maintaining copies of Your Data outside of the Services; (c) any decisions made or actions taken based on information stored in or obtained from the Services; (d) compliance with all applicable laws, regulations, and industry standards in your use of the Services; and (e) any consequences resulting from service interruptions, data loss, or performance degradation.

Thermocline is not a backup service. You acknowledge that the intelligent tiering system moves data between storage tiers automatically and that, while Thermocline uses commercially reasonable efforts to maintain data integrity, no storage system is infallible. You are solely responsible for implementing backup and disaster recovery procedures appropriate for your use case.

16. Indemnification

You agree to indemnify, defend, and hold harmless Thermocline and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Your Data or your use of the Services; (b) your breach of these Terms; or (c) your violation of any third-party rights or applicable law.

Thermocline agrees to indemnify, defend, and hold you harmless from and against any third-party claims alleging that the Services, as provided by Thermocline, infringe a valid patent, copyright, or trademark of a third party. This obligation does not apply if the alleged infringement results from: (a) modifications to the Services not made by Thermocline; (b) combination of the Services with non-Thermocline products; or (c) use of the Services other than in accordance with the documentation.

17. Term and Termination

These Terms are effective when you first access or use the Services and continue until terminated. For subscription plans, the subscription term is specified at the time of purchase (monthly or annual) and automatically renews for successive periods of the same length unless either party provides written notice of non-renewal at least 30 days before the end of the then-current term.

Either party may terminate these Terms immediately upon written notice if: (a) the other party materially breaches these Terms and fails to cure such breach within 30 days of written notice; or (b) the other party becomes insolvent, files for bankruptcy, or ceases to operate in the ordinary course of business. You may also terminate your account at any time through the console or by contacting support.

Upon termination: (a) your license to use the Services immediately ceases; (b) you must pay all fees accrued through the date of termination; (c) you will have 30 days to export Your Data; and (d) after the export period, Thermocline will delete Your Data and all backups within 90 days. Sections 4 (Your Data - ownership provisions), 8 (Use at Your Own Risk), 12 (Confidentiality), 13 (Disclaimers), 14 (Limitation of Liability), 15 (Assumption of Risk), 16 (Indemnification), and 19 (Governing Law) survive termination.

18. Export Compliance

The Services may be subject to U.S. export control and sanctions laws. You represent that you are not located in, under the control of, or a national or resident of any country or territory subject to U.S. embargo, and that you are not on any U.S. government restricted party list. You agree to comply with all applicable export control and sanctions laws in your use of the Services.

19. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions.

Any dispute arising out of or relating to these Terms that cannot be resolved through good-faith negotiation within 30 days shall be submitted to binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures. The arbitration shall take place in Wilmington, Delaware, before a single arbitrator. The arbitrator's decision shall be final and binding and may be entered in any court of competent jurisdiction.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

20. General Provisions

Assignment. You may not assign or transfer these Terms or your rights hereunder without Thermocline's prior written consent. Thermocline may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets. Subject to the foregoing, these Terms bind and inure to the benefit of each party's successors and permitted assigns.

Force Majeure. Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including natural disasters, acts of government, epidemics, power failures, internet disruptions, or acts of terrorism, provided the affected party gives prompt notice and uses commercially reasonable efforts to mitigate the impact.

Entire Agreement. These Terms, together with any applicable order form, DPA, and SLA, constitute the entire agreement between you and Thermocline regarding the Services and supersede all prior agreements, representations, and understandings. No modification of these Terms shall be binding unless in writing and signed by both parties (except for updates made in accordance with Section 1).

Severability. If any provision of these Terms is found to be unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

Waiver. The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.

21. Contact

If you have questions about these Terms of Service, please contact us at legal@thermoclinecloud.com.