Terms of Use

1. Agreement to these Terms

These Terms of Use ("Terms") are a binding agreement between you ("you", "your", or "Customer") and D23 ("D23", "we", "us", or "our") and govern your access to and use of the D23 managed analytics platform, websites, dashboard, APIs, and related services (collectively, the "Service").

By creating an account, accessing, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy and Cookie Policy, which are incorporated by reference. If you do not agree, you may not use the Service.

If you use the Service on behalf of a company or other legal entity, you represent that you have authority to bind that entity, in which case "you" refers to that entity.

2. Definitions

Capitalized terms have the meanings given where they first appear. In addition: "Workspace" means a tenant in which your dashboards, datasets, queries, and data live; "Integration" means a third-party database, data warehouse, or service you connect; "Provider" means a third-party AI model (such as Claude or GPT-4) used for text-to-SQL; and "Your Content" means the data, queries, dashboards, and other materials you submit to the Service.

3. Eligibility and accounts

You must be at least 18 years old and capable of forming a binding contract to use the Service. You agree to provide accurate, current, and complete information when you register and to keep it up to date.

You are responsible for safeguarding your account credentials and any API keys, tokens, or secrets you provide, and for all activity that occurs under your account. Notify us promptly at [email protected] if you suspect unauthorized access. We are not liable for losses arising from your failure to keep credentials secure.

4. The Service and licence to use it

Subject to these Terms and your payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service for your internal business purposes during your subscription term.

We may update, improve, or modify the Service over time. We may also introduce new features that are subject to additional terms or fees.

5. Your dashboards and your responsibility

The Service lets you connect data sources, build dashboards and charts, run SQL queries, and use AI text-to-SQL to generate and execute queries against your databases.

You are solely responsible for the data sources you connect, the queries you run, and the dashboards you publish, including the access controls and row-level security rules you configure. AI text-to-SQL can produce inaccurate or incomplete SQL; you are responsible for reviewing query results before acting on them.

You must configure appropriate access controls and row-level security for sensitive data, and you must not rely on the Service as the sole control preventing unauthorized data access.

6. Acceptable use

You agree not to, and not to permit your users to:

• violate any law, regulation, or third-party right, or use the Service for any unlawful, fraudulent, or harmful purpose;
• generate or distribute malware, spam, or content that is defamatory, harassing, hateful, or otherwise objectionable;
• attempt to gain unauthorized access to any system, network, account, or data, or to probe, scan, or test the vulnerability of any system without authorization;
• circumvent or interfere with rate limits, usage quotas, security, or row-level security controls of the Service or any connected Integration or Provider;
• use the Service to build a competing product, or resell, sublicense, or provide the Service to third parties except as expressly permitted;
• reverse engineer, decompile, or attempt to derive source code from the hosted Service, except to the extent such restriction is prohibited by law;
• overload or disrupt the Service, or use it in a way that could harm D23, other customers, or any third party.

7. Third-party Providers and Integrations

The Service is designed to connect to third-party databases, data warehouses, and AI Providers that you select. Your use of those Integrations and Providers is governed by their own terms and privacy policies, and you are responsible for complying with them and for any keys, credentials, quotas, and costs associated with them.

We do not control and are not responsible for the availability, accuracy, security, or output of third-party Integrations or AI Providers. Connecting them is at your discretion and risk.

8. Your Content and data

As between you and us, you retain all rights, title, and interest in Your Content and in the query results and dashboards produced on the Service. You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, display, and process Your Content solely to provide, secure, and improve the Service and as otherwise described in our Privacy Policy.

You represent that you have all rights necessary to submit Your Content and to connect the data sources you configure, and that doing so does not violate any law or third-party right. We do not use Your Content or queries to train shared or foundation AI models.

9. Plans, fees, billing, and taxes

Paid plans (currently Pro at $30/month and Max at $99/month) are billed in advance on a recurring basis through our payment processor; Custom plans are governed by a separate order form or agreement. By subscribing, you authorize us to charge your payment method on each renewal until you cancel.

Unless stated otherwise, fees are exclusive of taxes, and you are responsible for all applicable taxes. Fees are non-refundable except where required by law. You remain responsible for all model, infrastructure, and Integration costs you incur through connected Providers, which are billed by those Providers, not by us.

We may change pricing or introduce new charges with reasonable prior notice; changes take effect on your next renewal. You can cancel at any time, and cancellation takes effect at the end of the current billing period.

10. Trials and beta features

We may offer free trials or features identified as alpha, beta, preview, or experimental. Such features are provided "as is", may be changed or discontinued at any time, and may be subject to additional terms. We disclaim all warranties and liability for trial and beta features to the maximum extent permitted by law.

11. Intellectual property

The Service, including its software, design, user interfaces, Apache Superset modifications, documentation, and the D23 name, logo, and brand, is owned by D23 or its licensors and is protected by intellectual-property and other laws. Except for the limited rights expressly granted to you, we reserve all rights.

If you provide feedback or suggestions about the Service, you grant us a perpetual, irrevocable, royalty-free licence to use them without restriction or obligation to you.

12. Confidentiality

Each party may have access to the other’s confidential information. The receiving party will use the disclosing party’s confidential information only to perform under these Terms, protect it with reasonable care, and not disclose it except to personnel and contractors who need to know and are bound by confidentiality obligations. This does not apply to information that is public, independently developed, or rightfully obtained from a third party.

13. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

We do not warrant that the Service will be uninterrupted, secure, or error-free, that defects will be corrected, or that AI-generated SQL or dashboard output will be accurate, complete, or suitable for your purposes. You assume all risk arising from your use of the Service and its output.

14. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNTS YOU PAID TO US FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

15. Indemnification

You will defend, indemnify, and hold harmless D23 and its affiliates from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from your use of the Service, Your Content, the data sources you connect, or your breach of these Terms or violation of any law or third-party right.

16. Suspension and termination

You may stop using the Service and close your account at any time. We may suspend or terminate your access, in whole or in part, if you breach these Terms, fail to pay fees, or engage in activity that risks harm to others, to the Service, or to us, or if required by law.

On termination, your right to use the Service ends. For a reasonable period after termination you may export Your Content, after which we may delete or anonymize it as described in our Privacy Policy. Sections that by their nature should survive termination will survive.

17. Changes to the Service and these Terms

We may modify the Service and these Terms from time to time. If we make material changes to these Terms, we will post the updated Terms here and update the "last updated" date, and where appropriate provide additional notice. Changes are effective when posted unless stated otherwise, and your continued use of the Service after that constitutes acceptance.

18. Governing law and disputes

These Terms are governed by the laws of the jurisdiction in which D23 is established, without regard to conflict-of-laws rules. The parties will attempt to resolve disputes informally first; any unresolved dispute will be subject to the exclusive jurisdiction of the competent courts of that jurisdiction, unless mandatory local law provides otherwise.

19. Miscellaneous

These Terms, together with any order form and the policies incorporated by reference, are the entire agreement between the parties and supersede prior agreements on the subject. If any provision is held unenforceable, the remaining provisions remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. Neither party is liable for delays or failures caused by events beyond its reasonable control.