Commercial SLA Terms
These terms govern commercial SLA services purchased from Dynamical Technology PBC ("Dynamical"). Together with the applicable invoice and the version or date of the Commercial SLA identified on that invoice, they are the entire agreement between Dynamical and the customer identified on the invoice ("Customer"). If they conflict, the invoice controls, followed by the applicable SLA, then these terms.
1. Services & Data Licenses
Customer purchases only the commercial support, operational commitments, and remedies described in the invoice and applicable SLA (the "SLA Services"). The invoice identifies the service tier, covered scope, applicable SLA version or date, fees, term, and any renewal terms.
Customer does not purchase data products or data licenses under this agreement. Data in the public catalog remains available separately and is governed by the license listed on its catalog page. This agreement does not narrow or expand the rights granted by those licenses.
2. Fees & Payment
Fees are invoiced in advance according to the billing frequency and payment terms on the invoice. Late payments accrue interest at 1.5% per month or the maximum permitted by law, if lower. After written notice, Dynamical may suspend commercial SLA services while an account is more than 30 days past due.
3. Term & Renewal
The agreement begins on the effective date stated on the invoice and continues for the term stated there. It renews only as stated on the invoice or as the parties otherwise agree in writing.
4. Termination
Either party may terminate this agreement if the other materially breaches an obligation under the invoice, these Terms, or the applicable SLA and does not cure the breach within 30 days after written notice describing it. Failure to meet an SLA target is governed by the SLA's credits and termination rights and is not, by itself, a material breach. Fees are non-refundable except for credits or refunds expressly provided by the applicable SLA. Termination ends the SLA Services, but does not affect public catalog access under each data product's license. Accrued and unpaid fees remain due.
5. Warranty Disclaimer
Except for the operational commitments in the applicable SLA, the SLA Services are provided "as is," and Dynamical disclaims all warranties to the maximum extent permitted by law. Data products are separate and remain subject to the terms and disclaimers in their respective licenses.
6. Limitation of Liability
Neither party is liable for indirect, incidental, or consequential damages arising from this agreement. Each party's aggregate liability is limited to the fees paid or payable under the applicable invoice during the 12 months before the event giving rise to the claim.
7. Confidentiality
Each party will protect the other's non-public information with reasonable care and use it only to perform this agreement. This obligation does not cover information that is public through no breach, independently developed, or lawfully received without a duty of confidentiality. A party may disclose information when legally required after giving notice where permitted.
8. General
Delaware law governs this agreement without regard to conflict-of-laws principles. The state and federal courts in Delaware have exclusive venue, and each party consents to personal jurisdiction there. Neither party may assign this agreement without the other's consent, except in connection with a merger, reorganization, or transfer of substantially all its assets. The invoice, applicable SLA, and these terms supersede prior discussions about the SLA Services. Amendments must be agreed in writing by both parties. Notices may be sent by email to the contacts identified on the invoice.