Please read these terms and conditions of use carefully before using the website located at www.zapatacomputing.com or orquestra.io (“Website”)
Use of the Website is governed by the terms and conditions set forth below and as such may be amended from time to time (“Terms and Conditions”). Access of any page contained in the Website other than the home page and this page constitutes a binding legal agreement between you and Zapata Computing, Inc. (“Zapata”) that you understand and agree to be bound by the Terms and Conditions.
Zapata reserves the right, at its sole discretion, to change modify, add, or remove portions of the Terms and Conditions, at any time and without notice to you other than posting any revised Terms and Conditions on this page. Use of the Website shall constitute a legally binding agreement to be bound by the Terms and Conditions as posted at the time of use.
These Terms and Conditions do not supersede or modify the terms of any other legal agreement you may have with Zapata, including but not limited to agreements relating to Zapata products, such as Orquestra, as to which links may be provided on this Website.
The Website contains materials, including information, data, text, graphics, and photographs, prepared by or for Zapata (“Zapata Content”). This Zapata Content is protected by applicable laws relating to patents, copyright, trade dress, trademark, and various other laws governing intellectual property rights in the U.S. and elsewhere. Except as expressly provided in these Terms and Conditions, no part of the Website or the Zapata Content may be used, reproduced, recorded, retransmitted, sold, rented, broadcast, distributed, published, uploaded, posted, publicly displayed, altered to make new works, performed, digitized, compiled, translated, or transmitted in any way to any other computer, website, or other medium or for any commercial purpose, without the express prior written consent of Zapata. Notwithstanding any provisions of these Terms and Conditions to the contrary, specifically including the Acceptable Use Policy, nothing in these Terms and Conditions grants any express or implied license to any patented or patentable intellectual property rights owned by Zapata. Any questions about the nature or extent of Zapata Content, or any requests for permission to use Zapata Content for purposes other than those permitted by these Terms and Conditions should be directed to firstname.lastname@example.org.
The Website also contains materials, including information, data, text, graphics, and photographs, prepared by third parties other than Zapata (“Third Party Content”) and also contains links to third party websites and materials, including scientific papers. Zapata makes no claim to Third Party Content or information provided by third party websites. Links to third party websites are provided for convenience and informational purposes only and the provision of such links does not imply any endorsement of or constitute any representations about such third party websites, including the terms of access, security and privacy policies of such websites.
Zapata may change, update, remove, or add Zapata Content or Third Party Content (together “Website Content”) without notice. Zapata makes no representations and provides no warranties concerning the accuracy of any Website Content and assumes no responsibility or liability for your use of any Website Content, whether or not such use is permitted.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE WEBSITE CONTENT, SOFTWARE, ARTWORK, DATA, AND INFORMATION INCLUDED IN OR MADE AVAILABLE THROUGH THE WEBSITE ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND. ZAPATA AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, OR INDEPENDENT CONTRACTORS HEREBY EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO OR REFERENCED BY THE WEBSITE, INCLUDING BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHER PROPRIETARY RIGHTS, AND FREEDOM FROM ERRORS, MALWARE, BUGS OR OTHER HARMFUL COMPONENTS.
Subject to the Terms and Conditions, Zapata grants to you a personal, non-exclusive, non-transferrable, non-sublicensable, freely revocable, limited privilege to access, display, view, download, print, and use the Website and Website Content, subject to the following limitations (the “Limited License”):
You may access and use the Website and Website Content solely for non-commercial purposes. You may not sell or practice any or all of the rights granted to you under the Limited License to provide to third parties, for a fee or other consideration (including without limitation fees for hosting or consulting/support services) a product or services whose value derives, entirely or substantially, from the Zapata Content.
You may not use the Website or Website Content in a manner that violates any federal, state, or local U.S. law or regulation or that violates any applicable international law or regulation, specifically including but not limited to (i) the U.S. export laws and regulations, and (ii) the European Union General Data Protection Regulation 2016/679 relating to data protection and privacy. You are responsible for complying with all applicable legal restrictions and acknowledge that the Website and the Website Content may not be used for purposes that are prohibited by any applicable legal jurisdiction.
You may not use the Website or Website Content in a manner that may, in our sole discretion, contribute to the harassment, exploitation, or harm of any person, including activities that may be defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable.
You may not and agree to not post any material on the Website that (i) infringes on or misappropriates the intellectual property rights of third parties, or (ii) may be harmful to Zapata’s reputation, including by offering or disseminating fraudulent goods, services, schemes, or promotions, or (iii) introduces content or other computer technology that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, or data, including viruses, Trojan horses, worms, or other malware.
You agree that Zapata may, in its sole discretion and without prior notice to you, terminate your access to the Website for any reason, including without limitation (i) discontinuance or material modifications to the Website or Website Content, (ii) operational or maintenance issues with the Website, (iii) suspected attempts to gain or permit others to gain unauthorized access to the Website, (iv) suspected violation of these Terms and Conditions, including prohibitions on the violations of intellectual property rights of Zapata or third parties, or (v) requests by law enforcement or other government agencies. You agree that Zapata will not be liable to you or to any third party for termination of your access to the Website for any reason.
You agree that Zapata may investigate complaints or reports of suspected violations of these Terms and Conditions and may take any action Zapata deems appropriate, in its sole discretion, including without limitation (i) reporting and providing information of suspected unlawful activity to law enforcement agencies, (ii) reporting to third parties suspected violations of such third parties’ intellectual property rights, and (iii) disclosing any information necessary or requested in connection with such reports, including user profiles, e-mail addresses, usage history, posted materials, IP addresses, and traffic information.
Zapata makes no warranty, express or implied, that Zapata will prevent unauthorized access to your private information. IN NO EVENT SHALL ZAPATA OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, OR INDEPENDENT CONTRACTORS BE LIABLE FOR ANY DAMAGES (WHETHER DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR OTHER) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, A THIRD PARTY’S UNAUTHORIZED ACCESS TO YOUR PERSONAL INFORMATION, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, STRICT LIABILITY, TORT, STATUTE, OR OTHER THEORIES OF LIABILITY AND ALSO WHETHER OR NOT ZAPATA HAD ACTUAL OR CONSTRUCTIVE NOTICE THAT SUCH DAMAGES WERE POSSIBLE.
By using the Website, you agree to defend, indemnify, and hold harmless Zapata, its directors, officers, employees, affiliates, and agents from and against any and all claims, damages, costs (including reasonable attorney’s fees), and related expenses, arising from or related to (i) your use of or inability to use the Website or Website Content, (ii) any breach or alleged breach by you of these Terms and Conditions, (iii) a claim, which if true, would constitute a violation by you of any applicable federal, state, local, international, or foreign laws or regulations, or (iv) a claim alleging your negligence or willful misconduct related to the Website or the Website Content. You may not settle any claim within the scope of this indemnity without the prior written consent of Zapata, which shall not be unreasonably withheld.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE WEBSITE AND THE WEBSITE CONTENT IS AT YOUR SOLE RISK.
IN NO EVENT SHALL ZAPATA, ITS LICENSORS, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, OR AGENTS BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO DAMAGES THAT MAY BE CHARACTERIZED AS DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, STATUTORY, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES ARISING OUT OR ALLEGED TO ARISE OUT OF (i) YOUR USE OR INABILITY TO USE THE WEBSITE, (ii) THESE TERMS AND CONDITIONS, OR (iii) YOUR USE OR TRANSMISSION OF THE WEBSITE CONTENT, EVEN IF ZAPATA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS AND CONDITIONS OR CONTAINED IN THE WEBSITE CONTENT, THE MAXIMUM LIABILITY THAT ZAPATA SHALL HAVE TO YOU OR ANY THIRD PARTY MAKING A CLAIM RELATED TO YOU FOR ALL DAMAGES, CAUSES OF ACTION, LOSSES, AND COSTS IN THE AGGREGATE IS LIMITED TO $100USD.
YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY, DISCLAIMERS OF WARRANTIES, AND LIMITATIONS OF REMEDIES SET FORTH IN THESE TERMS AND CONDITIONS REPRESENT AN INSEPARABLE ALLOCATION OF RISK (INCLUDING, WITHOUT LIMITATION, IN THE EVENT OF A TOTAL AND FUNDAMENTAL BREACH OF THESE TERMS AND CONDITIONS) THAT IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND ZAPATA.
CERTAIN APPLICABLE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
No delay or failure to take action under these Terms and Conditions shall constitute any waiver by Zapata of its rights. If any provision of these Terms and Conditions is invalid or unenforceable in whole or in part under applicable law, such provision shall be interpreted and deemed to be enforceable to the fullest extent possible (and severable in the event such provision is completely unenforceable) and the remaining provisions of these Terms and Conditions will continue in full force and effect. These Terms and Conditions will bind and inure to the benefit of Zapata’s successors and assigns. Any claim under these Terms and Conditions must be brought within one (1) year after the cause of action arises, without regard to when the cause of action is discovered. These Terms and Conditions shall be governed by the laws of the Commonwealth of Massachusetts without regard to or application of any conflict of laws provisions. You consent to the exclusive jurisdiction of and consent to the exercise of personal jurisdiction over you by the state and federal courts in Suffolk County, Massachusetts, in connection with any dispute in which any claim arises out of or involves these Terms and Conditions. These Terms and Conditions are personal to you, may not be transferred, assigned, or delegated by you to anyone, and any attempt to do so shall be null and void.