Account registration is required and customer is responsible for account security (Section 1.3.1). Termination follows a 30-day cure model for material breach (Section 10.3). Major gaps: no data export or portability rights, no appeal process for wrongful termination, no account suspension procedures outlined. Upon termination, customer must delete all copies (Section 10.4). No graduated enforcement or warnings mentioned.
Monthly auto-renewal for pay-as-you-go customers (Section 10.1: 'renewing on each monthly anniversary thereafter unless terminated by either party at any time'). Net-30 payment terms (Section 2.3). Flat non-refundable, non-cancellable policy with exceptions only for product non-conformity (30-day cure, then refund) or infringement. Can cancel anytime for pay-as-you-go but must pay accrued charges. ClickHouse reserves right to bill more frequently if fraud suspected (line 71). Lacks explicit advance renewal notice and simple cancellation mechanism detail.
Acceptance is clear: agreement becomes effective upon acceptance or first use (line 34). Authorized users and product scope are well-defined. However, continued-use acceptance for modifications (line 333: 'Continued use...will constitute Customer's acceptance of such updated version') falls short of affirmative re-acceptance and mirrors patterns courts have criticized. No explicit age requirements or plain-language summary provided.
Problematic modification framework. Section 11.14 (line 333) states: 'Continued use of any Product after the updated version of this Agreement goes into effect will constitute Customer's acceptance of such updated version.' This browsewrap-style acceptance lacks affirmative re-acceptance, mirrors patterns courts criticized (Harris v. Blockbuster, Douglas v. Talk America), and violates FTC 2024 guidance on retroactive changes. No guaranteed advance notice by email, no version archive, no right to opt-out of specific changes with refund. Changes take effect 'upon renewal of the then-current Order Form Term or upon the effective date of a new Order Form.'
Delaware law governs (Section 11.8), exclusive jurisdiction in Federal Court for District of Delaware or Delaware State Court in New Castle County. Parties irrevocably waive forum non conveniens objections. MAJOR POSITIVES: no mandatory arbitration, no class action waiver, no jury trial waiver. These are preserved. CONCERNS: exclusive Delaware venue is restrictive for non-Delaware customers and may be unenforceable for EU/Brazil users who have mandatory local court rights. No savings clause for mandatory local protections. Prevailing party attorneys' fees (Section 11.3) could deter small claims.
Customer retains ownership of all Customer Data (Section 4.2). ClickHouse receives a sublicensable, non-exclusive, royalty-free license solely to process data for service delivery and support. License includes sublicensing to affiliates and sub-processors under confidentiality. Feedback clause (Section 4.3) grants ClickHouse irrevocable rights to use feedback. Product IP remains with ClickHouse (Section 4.1). No derivative work restrictions mentioned on customer data.
This document lacks detailed privacy terms; obligations are fragmented across external documents (Security Addendum, Privacy Policy, Data Processing Addendum). Section 5.1 commits to 'reasonable and appropriate security measures' aligned with ClickHouse Security Standards referenced external to this document. No GDPR or CCPA compliance language appears here. No data retention periods, breach notification procedures, or consent mechanisms detailed in this agreement. This fragmentation creates compliance opacity.
Section 9 provides well-structured liability limitations. Consequential damages excluded except for gross negligence or willful misconduct. General damages cap equals fees paid in prior 12 months. Enhanced cap for data incidents and use-restriction violations: greater of $100,000 or 2x fees. Gross negligence and willful misconduct are NOT subject to caps. Trial/beta features capped at $10,000. Limitations are conspicuous (all caps) and reasonably balanced for a B2B service.
Exceptionally consumer-favorable. ClickHouse indemnifies Customer against third-party IP infringement claims (Section 8.1). THERE IS NO RECIPROCAL CUSTOMER INDEMNIFICATION CLAUSE in this agreement. This is rare and excellent. ClickHouse indemnity is limited to use 'in accordance with terms' during the Order Form Term and covers patents, copyrights, trademarks, and trade secrets. ClickHouse can obtain rights, modify the product, or refund if infringement is unavoidable. Indemnitee retains counsel participation rights.