Marqo Cloud Terms and Conditions

These terms apply to all of our Cloud plans.

Marqo Cloud (or “Solution”) is developed by S2Search Australia Pty Ltd (ABN  11 660 091 074) (the “Company” or “Marqo”). Marqo Cloud is the hosted and managed version of the Marqo engine, our open-source solution. It is accessible as a Software as a Service (“SaaS”) through the following link: By using the Marqo Cloud, you agree to comply with the following general terms and conditions of use and sale (the “T&Cs”), which form a binding contract between you and the Company, giving you access to both the Solution and its website (the “Website”). To access the Solution and the Website, you must first accept our T&Cs and Privacy Policy, accessible and printable at any time using the links accessible from the bottom of the Website’s homepage.

1. Prerequisites
You certify that you hold all the rights and authority necessary to agree to the T&Cs in the name of the legal person you represent, if applicable.

2. Description of the Solution
Marqo is a tensor based search engine. It deploys as an API service providing search with documents stored in tensor representation. With Marqo, embeddings or neural network encoders can be turned into applications for matching, searching, recommending, and more. Marqo’s guidelines and description of the Solution are detailed in its documentation (the “Documentation”) made available to you. The Documentation may be updated at any time. You may also subscribe for additional maintenance and support services. The description and pricing for additional services are available on request.

You can contact us for any questions or inquiries you may have at the following address:

3. Set up and installation

3.1 To install the Solution, you first need to create an account on the Website. This can be done through contacting the Marqo team or through signing up on the console directly. 

3.2You must fill in all the information marked as mandatory, such as your name, surname, email address, or to provide access to the required data by using a Single-Sign-On provider. You guarantee that all the information you provide is correct, up-to-date, sincere, and not deceptive in any way. You undertake to update this information in your personal space in the event of modification so that it corresponds at all times to the above criteria and is consistent with reality. 

3.3 You are solely and entirely responsible for using your username and password to access your account and undertake to do everything to keep this information secret and not to disclose it in whatever form and for whatever reason.

3.4 Once your account is created, we will email you to finalize your subscription (the “Subscription”).

4. License – Intellectual property

4.1 Marqo grants you, for the duration of your Subscription, a non-exclusive, non-transferable, and strictly personal right to use the Solution in accordance with the T&Cs and the Documentation, and under the conditions and within limits set out in theT&Cs (the “License”). Marqo holds all intellectual and industrial property rights relating to the Solution and the Documentation. None of them is transferred to you through the use of the Solution. In particular, you acknowledge that the systems, structures, databases, logos, brands, and contents of any nature (text, images, visuals, music, logos, brands, databases, etc.) operated by Marqo within the Solution and/or the Website, excluding the Content as defined in clause 8, are protected by Marqo’s  intellectual property rights.

4.2 You agree not to use the Solution for purposes other than its original function, and particularly you agree not to:
- translate, adapt, arrange or modify the Solution, export it or merge it with other software;
- decompile or reverse engineer the Solution;
- copy, reproduce, represent or use the Solution for purposes not expressly provided for in the present T&Cs; or
- use the Solution for purposes of comparative analysis or development of a competing product.

4.3 You may not transfer the License in any way whatsoever without the prior written consent of Marqo.

4.4 In the event of expiry, non-renewal or termination of your Subscription , for whatever reason, this Licence terminates and you must immediately cease to use the Solution and the Documentation. 

4.5 This Licence is subject to your payment of the usage fees due for your Subscription. 

4.6 This License does not confer any exclusivity of any kind. Marqo remains free to grant Licenses to third parties of its choice.

4.7 You acknowledge having been informed by Marqo of all the technical requirements necessary to access and use the Solution. These technical requirements may change in future as the technology used in the Solution is developed.

5. Financial terms

5.1 Unless otherwise communicated by Marqo, usage fees are accessible through the following link: Unless otherwise stated, usage fees are exclusive of any applicable taxes. 

5.2 The usage fees and other prices may be revised at any time on 15 days notice. You will be informed of usage fee and price revisions by e-mail.

6. Payment conditions

6.1 You must pay the usage fees for the Subscription monthly. 

6.2 Payment of usage fees and any other agreed fees must be made through Stripe. You can access its own terms and conditions at the following address:

You (i) guarantee that you have the necessary authorizations to use this payment method and (ii) undertake to take the necessary measures to ensure that the automatic debiting of the price can be made.

6.3 You expressly accept that any delay in payment will result in the automatic immediate suspension of the access to the Solution until full payment of all the sums due. 

6.4 You agree to pay interest for late payment calculated at the monthly rate of 2% calculated daily on the basis of a 365-day year

7. Compliant and loyal use of the Solution

7.1 You undertake, when using the Solution, to comply with all applicable  laws and regulations in force and not to infringe third-party rights or public order. You are solely responsible for correctly accomplishing all the administrative, fiscal and social security formalities and all payments of contributions, taxes, or duties of any kind, where applicable, in relation to your use of the Solution. 

7.2  You accept that the implementation of the Solution requires you to be connected to the Internet and that the quality of the Solution depends directly on this connection, for which you alone are responsible.

7.3 You undertake to provide us with all the information necessary for the correct performance of the Solution.

7.4 You will not engage in any behaviour that may interrupt, suspend, slow down or prevent the continuity of the Solution, any intrusion or attempts at the intrusion into the Solution, any unauthorized use of the Solution’s system resources, any actions likely to place a disproportionate load of the latter, any infringement on the security and authentication measures, or any acts likely to infringe on the financial, commercial or moral rights of Marqo or the users of the Solution.

7.5  You may not make financial gain from selling or transferring all or part of the access to the Solution.

8. Content

8.1 You alone are responsible for the Content you upload through the Solution.

8.2 Your Content remains your full and exclusive property. It may not be reproduced and/or otherwise used by Marqo for any purpose other than the supply of the Solution.

8.3 You grant to Marqo and its subcontractors a non-exclusive, worldwide, free and transferable license to host, cache, copy, display, reproduce and distribute the Content for the purpose of supplying the Solution.

8.4 This license shall automatically terminate upon termination of our contractual relationship unless it is necessary for Marqo to continue hosting and processing the Content, including in the context of implementing reversibility operations, in order to defend against any liability claims and/or to comply with rules imposed by laws and regulations.

8.5 You guarantee that:you have all the rights and authorizations necessary to use the Content and that you can grant Marqo and its subcontractors a license under the terms set out in this clause 8;by creating, installing, downloading or transmitting the Content through the Solution, you do not infringe third parties’ rights;the Content does not infringe on public order, good morals, third-party rights, legislative or regulatory provisions; and hosting and processing the Content is in no way likely to cause Marqo to incur civil or criminal liability. 

9. Accessibility of the Solution

9.1 Marqo’s role is limited to supply of the Solution. The output of the Solution will depend on the Content uploaded and Marqo does not not accept any responsibility or liability as to the output.

9.2 Marqo will aim to ensure that the Solution is accessible at all times, with the exception of cases of unavailability due to: - a maintenance operation, -  an urgent operation relating in particular to security, - a case of “force majeure”; or - the malfunctioning of computer applications of Marqo’s third-party partners. Marqo will aim to restore the availability of the Solution as soon as is reasonably practical after the problem causing the unavailability has been resolved. 

9.3. Marqo is not responsible for difficulties or impossibilities in accessing the Solution and/or Website, the origin of which is external to it including malfunctioning of your computer equipment or applications or disruptions in the telecommunications network. 

9.4 Marqo does not guarantee that the Solution will be totally free from errors, defects, or faults. Marqo will aim, where practical, to resolve any errors, defects, or faults you notify to it.

9.5 Marqo is not responsible for:
- your use of the Solution in a manner that does not comply with its purpose or its Documentation;
- unauthorized access to the Solution by a third-party caused by you, including through your negligence;
- your failure to fulfill your obligations under these T&Cs;
-implementation of any software package, software or operating system not compatible with the Solution;
- failure of the electronic communication networks which is not the fault of Marqo;
- your refusal to collaborate with Marqo in the resolution of the anomalies and in particular to answer questions and requests for information;
- voluntary act of degradation, malice, sabotage by you or a third party; or - cases of “force majeure”, and Marqo is not bound to maintain the Solution in any of those circumstances.

10. Breach

In the event of a breach of any provision of these T&Cs or in the event of any breach of any laws and regulations of your making, Marqo reserves the right to take any appropriate measures, including but not limited to:
- suspending access to the Solution;
- terminating the contractual relationship with you;- deleting any of your Content;
- informing any authority concerned;
- initiating legal action.

11. Personal data

11.1 In the context of the use of the Solution and the Website, Marqo may collect and process certain personal data, including your name, surname, email address, banking information, address, telephone number, IP address, connection, and navigation data and data recorded in cookies (the “Data”). Marqo will ensure that the Data is collected and processed in compliance with the provisions of Australian law and in accordance with its Privacy Policy, available at the following link.

11.2 We may use and disclose your personal information to server hosting providers and other contractors providing services to us for the purposes of:hosting the Solution; providing you with access to the Solution ;providing you with agreed additional services; auditing compliance with the terms and conditions of these T&Cs; and compliance and enforcement of laws, and you consent to such use, and agree that these uses constitute the primary purposes for which we collect your personal information.You agree to comply with any reasonable direction given us in relation to privacy matters in respect of providing the Solution.

11.3 The Privacy Policy is an integral part of the T&Cs. You and your end-users are invited to consult the Privacy Policy for a more detailed explanation of the conditions of the collection and processing of the data. 

11.4 Marqo will use only server hosting providers who provide sufficient assurances as to the implementation of the technical and organizational measures necessary to carry out the processing of your end-users’ data in compliance with the Privacy Policy.  However, as no mechanism offers absolute security, a degree of risk remains when the Internet is used to transmit data. Marqo will notify the relevant authorities and/or the person concerned of any possible violations under the conditions provided by applicable data protection laws.

12. Third parties

Marqo will under no circumstances be held responsible for the technical availability of the websites operated by third parties, which you would access via the Solution or the Website. Marqo bears no responsibility concerning the content, advertising, products, and/or services available on such websites; a reminder is given that these are governed by their own conditions of use.

13. Duration

The Solution is subscribed for monthly and will automatically renew each month. You may unsubscribe from the Solution at any time directly through the Website or by writing to the following address: There will be no reimbursement of any sum paid in advance.

14. Representation and warranties

The Solution and Website are provided on an “as is” basis, and Marqo makes no other warranties, express or implied, and specifically disclaims any warranty of merchantability and fitness for a particular purpose as to the Solution provided under the T&Cs. In addition, Marqo does not warrant that the Solution and Website will be uninterrupted or error-free. Other than as expressly set out in these terms, Marqo does not make any commitments about the Solution and Website’s availability or ability to meet your expectations.

15. Liability

15.1 In no event shall Marqo be liable for:
- any indirect damages of any kind, including any potential loss of business;
- any damage or loss which is not caused by a breach of its obligations under the T&Cs;
- disruptions or damage inherent in an electronic communications network;
- an impediment or limitation in the performance of the T&Cs or any obligation incumbent on Marqo hereunder due to “force majeure”;
- the Content;
- contamination by viruses or other harmful elements of the Solution, or malicious intrusion by third-parties into the system or piracy of the Solution; - an alleged fault resulting from the incorrect application of the recommendations and advice given in the course of the Solution and/or by the Documentation; or 
- damage or loss of your own making.

15.2 Marqo’s liability for any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party, a Party or otherwise in relation to  the Solution or other services it provides (“Liability”) shall be limited, for all Liability combined, to the amount paid by you during the last twelve (12) months preceding the claim.

16. Complaint

For any complaint related to the use of the Solution and/or the Website, you may contact Marqo at the following address: Any claim against Marqo must be made within thirty (30) days following the occurrence of the event that is the subject of the claim. Failing this, you may not claim any damages or compensation for the alleged breach. Marqo undertakes to do its best to respond to the complaints transmitted within a reasonable period in view of their nature and complexity.

17. Modification of the T&Cs
Marqo reserves the right to alter the user fees or other prices or to adapt or modify the T&Cs at any time by publishing an updated version on the Solution and the Website. Marqo shall inform you by email of such modification no later than fifteen (15) days before the entry into force of the new version of the T&Cs. The version of the T&Cs applicable is the one in force at the date of use of the Solution and/or the Website. If you do not accept the amended user fees, prices or T&Cs, you must unregister from the Solution according to the conditions laid down under Article 13 within the fifteen (15) days period mentioned above.

18. Your statutory rights

18.1 Certain legislation, including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth) and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the Services which cannot be excluded, restricted or modified (Statutory Rights). Nothing in this Agreement excludes your Statutory Rights as a consumer under the ACL.

18.2 You agree that Marqo’s Liability is governed solely by the ACL and this Agreement.

19. Servers

The Solution is currently hosted on servers provided by Amazon Web Services (“AWS”). You agree to comply with the applicable terms and policies of AWS available here.

20. Governing Law; Jurisdiction

These T&Cs are governed by the laws of Victoria, Australia. You agree that all disputes resulting from these T&Cs shall be subject to the exclusive jurisdictions of the courts in Melbourne, Victoria.

21. Coming into force

These T&Cs enter into force on 2nd March 2023.