This TRIAL AGREEMENT (the “Agreement”) is entered into by and between Sigma Computing, Inc., Delaware corporation with offices at 116 New Montgomery St #700, San Francisco, CA 94105 (“Sigma”) and Customer. “Customer” means the organization that you (the person clicking “I accept” or “Start Trial” or the like) represent, or if you do not represent an organization, you as an individual, when you enter into this Agreement. You understand that by entering into this Agreement, you are agreeing to provide Sigma with access to information owned by the entity you are entering into this Agreement on behalf of, or by you. Sigma is the owner and provider of the Sigma cloud-based intelligence tool and service, which is designed to allow customers to input and analyze data (the “Service”). BY CHECKING THE “I ACCEPT” CHECK-BOX OR CLICKING THE “START TRIAL” BUTTON ASSOCIATED WITH CREATING YOUR ACCOUNT (OR COMPLETING ANY SIMILAR ACTIONS OF ACCEPTANCE), CUSTOMER OR YOU (ITS DULY AUTHORIZED REPRESENTATIVE) ACCEPTS THIS AGREEMENT AND ACKNOWLEDGES THAT CUSTOMER HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ITS TERMS. IF THE PERSON ACCEPTING THIS AGREEMENT IS AN INDIVIDUAL, AND IS ACCEPTING ON BEHALF OF AN ORGANIZATION, SUCH PERSON REPRESENTS AND WARRANTS THAT THEY ARE ACTING ON BEHALF OF THE ORGANIZATION AND HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THAT ORGANIZATION. USE OF THE SERVICE IS GOVERNED BY THIS AGREEMENT. READ THIS AGREEMENT CAREFULLY, IT IS A LEGAL AND ENFORCEABLE CONTRACT BETWEEN THE CUSTOMER AND SIGMA. The parties therefore agree as follows:
Unless the parties have entered into a separate agreement governing Customer’s use of the Service, in which case that agreement will govern over this Agreement, subject to the terms of this Agreement, Customer may access and use the Service for the sole purpose of evaluating the Service for Customer’s internal business purposes for a period of seven (7) days unless a longer period has been agreed to by the parties (“Trial Period”). The Service allows Customer to connect Customer’s data warehouse to the Service for the purpose of querying Customer Data to generate visual representations of answers to such queries (“Visualizations”). Visualizations are part of the Service; however, Customer may use the Service’s export functionality to export a static version of the Visualization (“Report”). Reports are owned by Customer. Visualizations are viewed in workspaces called “Workbooks” that may contain one or more Visualizations related to the same topic or query as well as other tables or features made available within the Sigma Platform. Customer’s use of and access to the Service is permitted only by employees and contractors authorized by Customer to use the Service (“Users”). Users may also use Sigma’s generally published technical documentation associated with the Service (“Documentation”) solely for Customer’s internal business purposes. Customer will ensure that its Users are aware of and bound by obligations and/or restrictions stated in this Agreement and Customer will be responsible for breach of any such obligation and/or restriction by a User. Customer is responsible for all activities of its Users on the Service and is responsible for all uses of Customer’s account.
Sigma owns the Service, all features, functionality, templates, and samples included therein, and the Documentation (collectively the “Sigma Materials”). Sigma retains all right, title and interest (including, without limitation, all patent, copyright, trademarks, trade secret and other intellectual property rights) in and to the Sigma Materials, all related and underlying technology and any updates, enhancements, upgrades, modifications, patches, workarounds, and fixes thereto and all derivative works of or modifications to any of the foregoing. There are no implied licenses under this Agreement.
Customer also agrees that it will not, and will not allow Users or third parties to, directly or indirectly (a) modify, translate, copy or create derivative works based on the Service, (b) reverse assemble, reverse compile, reverse engineer, decompile or otherwise attempt to discover the object code, source code, non-public APIs or underlying ideas or algorithms of the Service, except as and only to the extent this restriction is prohibited by law, (c) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than Authorized Customers, (d) use the Service in any way that violates any applicable federal, state, local or international law or regulation, (e) attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Service, including, without limitation, by introducing viruses and other harmful code or by using flood pings, denial-of-service attacks, or similar methods or technology, (f) use or access the Service to build or support and/or assist a third party in building or supporting products or services competitive to the Service (g) attempt to probe, scan, or test the vulnerability of the Service or any Sigma system or networks, (h) upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable, or makes unauthorized disclosure of confidential or proprietary information or trade secrets, (i) infringe, violate or misappropriate the intellectual property, publicity, privacy or other rights of any third party, (j) transmit any worms or viruses or any code of a destructive nature. Sigma may suspend the Service immediately upon notice to Customer if there is any use of the Service by Customer or Users that in Sigma’s reasonable judgment threatens the security, integrity, or availability of the Service.
The Service may integrate with third party products, services or applications that are not owned or controlled by Sigma (e.g., Snowflake or other data warehouse services providers) (“Third-Party Applications”). Sigma does not endorse such Third-Party Applications. Customer acknowledges and agrees that this Agreement does not apply to Customer’s use of Third-Party Applications. CUSTOMER WILL LOOK SOLELY TO THE THIRD-PARTY PROVIDER OF THE THIRD-PARTY APPLICATIONS FOR ANY WARRANTY RELATED ISSUES OR OTHER CLAIMS RELATED THERETO. SIGMA WILL HAVE NO LIABILITY OR OTHER OBLIGATION OF ANY KIND ARISING OUT OF OR RELATED TO ANY THIRD-PARTY APPLICATIONS.
Unless otherwise agreed upon by the parties all use of the Service under this Agreement will be free of charge.
This Agreement will become effective as stated above and continue for the Trial Period unless earlier terminated as stated herein. At the end of the Trial Period, this Agreement will automatically expire. Either party may terminate this Agreement upon written notice to the other party. Upon any termination of this Agreement, all rights and licenses granted by Sigma hereunder will immediately terminate. Within 30 days of any termination or expiration, Sigma will delete Customer’s passwords and all related information, files and Customer Data. Sections 2, 3, 4, and 6 - 12 will survive any termination or expiration of this Agreement.
THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND SIGMA EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE FOREGOING DISCLAIMERS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, EXCEPT FOR (I) A PARTY’S MISAPPROPRIATION OR INFRINGEMENT OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, OR (II) EITHER PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD, NEITHER PARTY WILL BE LIABLE WITH RESPECT TO ANY CAUSE RELATED TO OR ARISING OUT OF THIS AGREEMENT, WHETHER IN AN ACTION BASED ON A CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER LEGAL THEORY, HOWEVER ARISING, FOR (A) INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR (B) ANY DAMAGES THAT IN THE AGGREGATE EXCEED ONE THOUSAND US DOLLARS ($1,000). THESE LIMITATIONS WILL APPLY WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) may disclose business, technical or financial information relating to the Disclosing Party’s business that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (hereinafter referred to as the “Confidential Information” of the Disclosing Party). Sigma’s Confidential Information includes non-public information regarding features, functionality and performance of the Service. Customer’s Confidential Information includes the User Information and Customer Data. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without use or reference to the Disclosing Party’s Confidential Information. The Receiving Party will (a) protect the Disclosing Party’s Confidential Information using the same degree of care used to protect its own confidential or proprietary information of like importance, but in any case using no less than a reasonable degree of care, (b) limit access to the Confidential Information to those employees, affiliates, subprocessors, agents, consultants, legal advisors, financial advisors, and contractors (“Representatives”) who need to know such information in connection with this Agreement and who are bound by confidentiality and non-use obligations just as protective of the Disclosing Party’s Confidential Information as the terms of this Agreement; (c) except as expressly set forth herein, will not disclose any of Disclosing Party’s Confidential Information to any third parties without the Disclosing Party’s prior written consent; and (d) will not use the Disclosing Party’s Confidential Information for any purpose other than to fulfill its obligations under this Agreement.
Customer and its Users may be required to provide information to access the Service, such as IP address, username, password, and any personally identifiable information including, without limitation, name, phone number, or email address (“User Information”). During the Subscription Period, Customer grants Sigma and its subcontractors the right to store, process and retrieve the User Information in connection with Customer’s use of the Service. Customer represents and warrants that it has obtained all necessary rights and consents to permit (a) Customer’s use and receipt of the Services, (b) transfer of User Information to Sigma and (c) processing of the User Information as contemplated by this Agreement. Customer is solely responsible for all User Information including usernames, passwords, tokens, or keys in Customer’s possession. Customer (on behalf of its Users) grants Sigma the right to access, use, process, copy, distribute (to Users), perform (for Users), export (to Users) and display (for Users) User Information, only as reasonably necessary (i) to provide the Service to Customer (including the transfer of User Information to Sigma), (ii) to prevent or address service, security, support, or technical issues, (iii) as required by law, and (iv) as expressly permitted in writing by Customer.
Customer may provide data to the Service for the purposes of data analysis; any data or information provided to the Service by Customer or processed by the Service at Customer’s request is “Customer Data”. Customer may also interact with third-party AI tools and applications integrated into the Service by submitting queries, commands, or instructions (“Prompts”) to generate specific responses, results, or outputs (“Outputs”). Except for the limited rights and licenses granted in this Agreement, Customer will own all right, title, and interest in and to Customer Data, Input Data, Prompts, Outputs, Reports, and other data submitted to the Service by Customer and Users (collectively, the “Customer Materials”), and there are no implied licenses for any of the foregoing under this Agreement. The Service does not store Customer Data, Prompts, or Outputs. Sigma’s personnel will only access the Customer Data if specifically permitted by Customer; the parties anticipate that such access will only be for the purpose of providing Support Services to Customer. To the extent that Customer Data and Input Data (as defined in Section 10.3 below) are shared with Sigma, Customer grants Sigma a limited, revocable, non-exclusive, worldwide, royalty-free, paid-up, transferable right and license to use, process and display such Customer Materials for the sole purpose of providing the Service and Support Services to Customer.
The Service includes tabular functionality that allows Users to enter data and information into a Workbook (“Input Tables”). Any data or information that a User enters into an Input Table will be considered “Input Data.” Customer may store Input Data in Customer’s data warehouse in the location (e.g. a specific folder) selected by Customer. Sigma will store Input Data for a period of thirty (30) days (measured from the date such data is entered into the Service) for the sole purpose of providing Input Tables and Support Services. Stored Input Data will be automatically deleted immediately following such thirty (30) day period. Except for Sigma’s storage of Input Data, Input Data will be processed and encrypted in the same manner as Customer Data. The Customer also understands that use of Input Tables is optional; Customer may choose not to allow Users to access the Input Table functionality of the Service.
If the Customer Data contains personally identifiable information, then the terms of Sigma’s data processing agreement located at https://www.sigmacomputing.com/legal/dpa (“DPA”) will apply to Sigma’s processing of all such Customer Data.
As Users interact with the Service, the Service collects data pertaining to its use, performance, and operation (“Service Data”). Service Data may include information about the User that provides it, but never includes Customer Materials. Notwithstanding anything else to the contrary herein, the parties agree that Sigma is free to use the Service Data internally to operate, maintain, and improve its Service. Sigma agrees that it will not disclose Service Data to any third parties. Sigma agrees that it will not publicly disclose Service Data to any third parties except to the extent the Service Data is aggregated and anonymized such that Customer (including its Users) cannot be identified as the source of any Service Data.
Customer may from time to time provide suggestions, comments or other feedback with respect to the Service (“Feedback”). Customer hereby grant to Sigma and its assigns a royalty-free, worldwide, perpetual, irrevocable, fully transferable and sublicenseable right and license , if any, to use, disclose, reproduce, modify, create derivative works from, distribute, display and otherwise distribute and exploit any Feedback as we see fit, entirely without obligation or restriction of any kind, except that Sigma will not identify Customer as the provider of such Feedback.
Neither party will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include failure by a third-party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action. The parties are independent contractors. There are no third-party beneficiaries to this Agreement. Sigma may retain and use subcontractors for the purpose of assisting Sigma with providing the Service and Notices under this Agreement will be provided as follows: (a) all notices regarding the Service will be sent by email, although we may instead choose to provide notice to Customer through the Service, (b) notices to Sigma must be sent to legal@sigmacomputing.com, and (c) all notices to Customer will be sent to the email(s) provided through the Service. Notices will be deemed to have been duly given (a) the business day after it is sent, in the case of notices through email; and (b) the same day, in the case of notices through the Service. Sigma may amend this Agreement at any time by posting a revised version on the webpage hosting this Agreement or by otherwise notifying Customer by email. Amended terms of service become effective upon posting on the site or as stated in our email notice message. By continuing to use the Services after the effective date of any amendment to this Agreement, Customer agrees to be bound by the amended terms of service. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver. No waiver under this Agreement will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect. Customer may not assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). This Agreement, and any disputes arising out of or related hereto, will be governed exclusively by the internal laws of the State of California, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The state and federal courts located in San Francisco County, California will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement or its formation, interpretation or enforcement and each party hereby consents and submits to the exclusive jurisdiction of such courts. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees. This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.
Last updated: March 3, 2025. To see what has changed in this Agreement, click here.