Neo4j Desktop License

Last Updated: June 10, 2025

This Neo4j Desktop License Agreement consists of the terms below and referenced URLs (the “Agreement”) and forms a binding agreement between Neo4j Inc. (“Neo4j”) and the entity or person agreeing to these terms (“Customer” or “you”). The Agreement governs Customer’s access to and use of the Neo4j Desktop Software (“Software”).

This Agreement takes effect when you click a check box presented with these terms, when you access or use any portion of the Software, or when you otherwise agree to it (the “Effective Date”). If you are accepting on behalf of an entity, such as the company you work for, you represent and warrant that (i) you have the legal authority to bind that entity; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of that entity as Customer, to this Agreement.

If Customer has already signed an offline variant of this Agreement for use of the Neo4j Desktop Software, the terms below do not apply to you, and your offline terms govern your use of the Neo4j products.

NEO4J RESPONSIBILITIES.
1. General. Neo4j will make the Software available to Customer for the Term in accordance with the terms and conditions of this Agreement and the Documentation. Neo4j grants Customer a nonexclusive, revocable, non-transferable, non-sublicensable, internal license to the Software for use by one Named User on a single notebook or desktop machine solely for Customer’s internal development use. Customer may install the Software on additional notebooks and/or desktop machines provided that only the Named User may access or use the Software.
2. Delivery. Neo4j will enable Customer to download the Software from the Neo4j website or make it available electronically. The Software is provided in object code only and is deemed accepted by Customer upon Neo4j making the Software (or the relevant update or upgrade) available to Customer.
3. Neo4j Security. Neo4j implements and maintains an information and security program as described in the Trust Center.
4. Compliance with Applicable Laws. Neo4j provides the Software in compliance with applicable laws and regulations, including those related to data privacy and transfer, international communications, and exportation of personal data, but without regard to Customer’s particular use of the Software and subject to Customer’s compliance with the Agreement.
5. Updates. Neo4j may make commercially reasonable updates to the Software from time to time. Neo4j may also make updates to this Agreement and will post any such updates to https://legal.neo4j.com/. Unless otherwise noted, material updates to this Agreement will become effective 30 days after they are posted. Notwithstanding the preceding sentence, to the extent any updates apply to new functionality or are required to comply with applicable law, they will be effective immediately. Customer’s continued use of the Software after a material update will constitute Customer’s consent to such update.
CUSTOMER RESPONSIBILITIES.
1. Compliance. Customer’s use of the Software will comply with applicable laws and government regulations.
2. Security and Backup. Customer is responsible for properly configuring and using the Software and taking appropriate steps to maintain security, protection, and backup of Customer Data. Some Software may include functionality for regular snapshot backups, and Customer is responsible for its own routine backups.
3. General Restrictions. Customer will not (and will not permit any third party to) (i) sell, rent, lease, license, distribute, provide access to, sublicense, or otherwise make available the Software to a third party; (ii) alter, modify, translate, adapt in any way, or prepare any derivative work based upon the Software; (iii) use the Software to operate a service bureau or outsourcing offering, or for Production Use; (iv) reverse engineer, decompile, disassemble, or otherwise seek to obtain, discover, or reconstruct the source code, underlying ideas or algorithms, or non-public APIs to any of the Software unless expressly permitted by applicable law (and only upon advance notice to Neo4j); or (v) remove or obscure any proprietary or other notices contained in the Software, Documentation, or other materials provided by Neo4j.
4. Usage Limit Compliance. Customer’s use of the Software is limited to the intent of the Agreement as set out herein and to graphs with fewer than 1 billion nodes and fewer than 5 billion relationships (“Usage Limits”). Customer must accurately record and provide information on Software use to verify compliance with Usage Limits. Neo4j may request certification of compliance during the Term and for 3 months thereafter, which Customer must promptly provide using a Neo4j approved tool or method (the “Certification”). If Customer exceeds Usage Limits (“Excessive Use”), Customer must pay the difference between actual use and the Excessive Use based on Neo4j’s rates published at https://neo4j.com/ (“Upgraded License Fee”). Neo4j may suspend or terminate the applicable Agreement if Customer fails to pay the Upgraded License Fee within forty-five (45) days of certified Excessive Use or if Certification is not provided within thirty (30) days of request. Neo4j is not liable for Certification cooperation costs, and exceeding Usage Limits is not permitted regardless of Certification requests.
5. Software Usage Data. “Software Usage Data” means information, other than Customer content uploaded in Neo4j Software, that may be automatically collected and reported by the Software including software version and edition, number of processors and memory on the server, and the number of nodes, relationships, labels and properties. Customer acknowledges and agrees that Neo4j may collect and use Software Usage Data for product support and operations management, deployment review and optimization, and research and development purposes.
INTELLECTUAL PROPERTY.
1. Neo4j Ownership. Customer agrees that Neo4j or its suppliers retain all right, title and interest (including Intellectual Property Rights) in and to the Software, Documentation and Deliverables, and any derivative works, modifications, or improvements of any of the foregoing, including any Feedback incorporated (collectively, “Neo4j Technology”). Customer must not act or permit any action that infringes on these rights. All elements of the Software, including but not limited to graphics, interfaces, code, and trademarks (“Neo4j Marks”), are owned by Neo4j or its licensors. Customer cannot use or register Neo4j Marks. Title to the Software (including all copies) remains with Neo4j, and all copies must include copyright and proprietary notices. Use of Neo4j Marks, if permitted, must follow the Neo4j Trademark Policy and Guidelines (located at https://legal.neo4j.com/). Except for the limited rights in this Agreement, no rights to Neo4j Technology are granted to Customer and Customer agrees its usage of Neo4j Technology shall be in accordance with the Agreement. Notwithstanding anything to the contrary herein, Neo4j may freely use and incorporate into Neo4j’s products and services any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by Customer or by any users of the Software (“Feedback”).
2. Third Party Software. Third party software and third-party open-source software that is utilized with or otherwise provided with the Software is subject to and licensed under the applicable Third-Party License Terms. Neo4j represents and warrants that the open-source software, when used as delivered by Neo4j and unmodified by Customer in accordance with the license rights granted by Neo4j, does not require Customer to disclose or license Customer’s own proprietary source code, or otherwise make it available at no charge.
PRIVACY. Neo4j will process Customer’s personal data, which may be submitted in connection with the registration or administration of a Neo4j account, such as name and email address, in compliance with this Agreement and Neo4j’s Privacy Policy.
CONFIDENTIALITY. Each party (as “Receiving Party”) will protect the other’s Confidential Information with at least the same care it uses for its own Confidential Information, and no less than reasonable care. It will (i) use Confidential Information of the other party (the “Disclosing Party”) only as permitted under the Agreement, and (ii) limit access to those who need it, and who are bound by similar confidentiality obligations, and for whom the Receiving Party shall be liable for compliance hereof. If legally required to disclose Confidential Information, the Receiving Party will, where legally permitted, give advance notice and reasonably assist in seeking confidential treatment of the Confidential Information. Disclosure may cause significant harm, entitling the Disclosing Party to seek equitable relief in addition to other legal remedies.
SOFTWARE AND OTHER SERVICES.
1. Bloom. The Software includes the Neo4j client application Neo4j Bloom. Customer may not use Neo4j Bloom with remote database(s). Use of Neo4j Bloom with remote database(s) requires execution of a separate software order form with Neo4j.
TERM AND TERMINATION.
1. Term. This Agreement is effective as of the Effective Date and will remain in effect for the Term of the Agreement.
2. Termination. Customer may terminate this Agreement by immediately ceasing use of the Software. Neo4j may terminate this Agreement with 30 days’ written notice.
3. Effect of Termination.
  1. Upon the termination of the Agreement: (i) the right to use the Software immediately ends, and the Customer must stop using the Software and (ii) Neo4j’s obligations to perform or provide the Software shall immediately terminate. Further, within ten (10) days of termination, each party shall use reasonable efforts to destroy all Confidential Information of the other party in its possession, retaining only one archival copy for purposes of ensuring compliance with the Agreement and applicable laws.
  2. Notwithstanding the foregoing, the following terms shall survive the termination or expiration of this Agreement, together with any other terms which by their nature are intended to survive such termination: 3 (Intellectual Property), 5 (Confidentiality), 7.3 (Effect of Termination), 9 (Indemnification), 10 (Limitation of Liability), and 11 (General Terms).
WARRANTY.
1. Neo4j Warranty. Neo4j warrants that the Software will materially conform to the specifications set forth in the applicable Documentation during the Term. This warranty excludes trial or beta versions, experimental features, and issues related to the performance, operation or security of the Software that are caused by or attributable to third-party content, services provided by third parties, or any bug, defect or error caused by or attributable to software or hardware not approved by Neo4j. Neo4j does not warrant that the Software will be uninterrupted or error-free, that all defects will be corrected, or that the Software will meet Customer’s requirements or expectations.
2. Disclaimer. Except as set forth in the Agreement, the Software is provided “as is” and Neo4j makes no other warranties, express or implied, statutory or otherwise, including, without limitation, merchantability, title, fitness for a particular purpose, satisfactory quality, and non-infringement.
INDEMNIFICATION.
1. By Customer. Customer will defend and indemnify Neo4j against any third-party claim related to Customer’s breach of this Agreement, Customer Data, any materials provided to Neo4j by Customer in connection with the Software, or gross negligence, fraudulent misrepresentation, or willful misconduct , covering any damages and costs (including reasonable attorneys’ fees) finally awarded against Neo4j or agreed in settlement by Customer resulting from such claim.
2. Procedures. Counsel that Customer selects for the defense or settlement of a claim must be consented to by Neo4j prior to counsel being engaged to represent Neo4j. Customer and Customer’s counsel will cooperate as fully as reasonably required, and provide such information as reasonably requested, by Neo4j in the defense or settlement of any claim. Neo4j reserves the right, at its own expense, to assume the exclusive defense or settlement, and control of any matter otherwise subject to indemnification by Customer. Customer shall not in any event, consent to any judgment, settlement, attachment, or lien, or any other act adverse to the interests of Neo4j without the prior written consent of Neo4j.
LIMITATION OF LIABILITY.
1. General Limitation. To the fullest extent permitted under applicable law, under no circumstances shall Neo4j or Customer be liable to each other or any third party for any indirect, incidental, special, exemplary, punitive, reliance, or consequential damages (including, without limitation, damages for loss of business profits, business interruption, or loss of business information) arising out of or relating to this Agreement, including, without limitation, use or inability to use the Software, regardless of the legal theory upon which any claim is based, even if advised of the possibility of such damages.
2. Aggregate Liability. Without limiting the foregoing, and subject to Section 10.3, in no event shall the total aggregate liability of Neo4j or Customer for damages arising out of or related to the Software exceed $500 (five hundred U.S. dollars).
3. Exceptions to Limitations. The limitations in Sections 10.1. and 10.2 shall not apply to the extent arising from (i) a party’s fraud or willful misconduct, (ii) breach of confidentiality obligations (but excluding obligations and/or claims relating to Customer Data), (iii) Customer’s breach of the licenses granted pursuant to the applicable Agreement, and/or (iv) Customer’s payment obligations.
4. Data Processing and Unauthorized Disclosure. The limitation of liability in Section 10.2 shall not apply to damages arising from Neo4j’s failure to comply with its obligations under Neo4j’s Data Processing Agreement or claims arising from unauthorized disclosure of Customer Data. In such cases, Neo4j’s total cumulative liability shall be limited to twice the amount paid by Customer under the specific Agreement in the twelve (12) months immediately preceding the first event giving rise to liability (“Data Protection Claims Cap”).
5. Applicability. These limitations shall apply even if this Agreement or any limited remedy specified herein is found to have failed of its essential purpose.
GENERAL TERMS.
1. Choice of Law; Venue. This Agreement and any applicable Agreement shall be governed by the laws of California, excluding its conflicts of law rules, and the parties’ consent to exclusive jurisdiction and venue in the state and U.S. federal courts located in Santa Clara, California, without regard to the United Nations Convention on the International Sale of Goods.
2. Waiver. No waiver will be implied from conduct or failure to enforce rights. No waiver will be effective unless in a writing signed on behalf of the party against whom the waiver is asserted.
3. Assignment. While the Neo4j entity contracting with Customer remains fully liable for all obligations, some obligations may be fulfilled by Neo4j Affiliates. Customer cannot assign this Agreement or licenses without Neo4j’s prior written consent; any attempt otherwise is void. However, either Party may assign the Agreement to (i) its Affiliates, (ii) a successor by merger or consolidation, or (iii) a purchaser of all or substantially all assets. The Agreement binds and benefits the successors and permitted assigns of the parties.
4. Force Majeure. Neither party shall be liable to the other party or any third party for failure or delay in performing its obligations under this Agreement when such failure or delay is due to any cause beyond the control of the party concerned, including, without limitation, acts of God, governmental orders or restrictions, fire, or flood, provided that upon cessation of such events such party shall thereupon promptly perform or complete the performance of its obligations hereunder. Customer’s payment obligations are not subject to force majeure.
5. Notices. Notices under this Agreement must be in writing and sent by email. They are deemed given upon email confirmation of being sent. Notices to Neo4j must be sent to legal@neo4j.com. Customer agrees to receive electronic and website notices for policy and Documentation updates and other communications (subject to Neo4j’s warranties and does not apply to notices for breach) to the email address provided by Customer.
6. Severability. If any provision of this Agreement is judged by a court of competent jurisdiction to be invalid or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.
7. Relationship. The parties are independent contractors, and nothing herein shall be construed to create any agency, partnership, or other form of joint enterprise between the parties.
8. Export. Customer agrees to comply with all U.S. and local export control laws and regulations applicable to its Software.
9. Amendments. Except as otherwise specified in this Agreement, this Agreement may be amended or supplemented only by a writing that refers explicitly to this Agreement and that is signed on behalf of both parties.
10. Entire Agreement. This Agreement and the referenced documents (incorporated by reference) represent the complete and exclusive understanding between the parties, superseding all prior agreements or communications on the subject. You acknowledge that your payment obligations under the Order Form or SOW are not based on any future availability of programs or updates.
11. Electronic Execution. This Agreement may be signed electronically or entered into in one or more counterparts, each of which will be deemed an original, and all of which taken together shall constitute one and the same instrument.
DEFINITIONS.
1. “Acceptable Use Policy” means Neo4j’s acceptable use policy, made available at https://legal.neo4j.com/#acceptable-use-policy.
2. “Affiliate” means any individual, corporation, partnership, or business entity that controls, is controlled by, or is under common control by an entity with an ownership of more than 50% of the voting shares.
3. “Confidential Information” means all information identified as confidential at disclosure or that should reasonably be known as confidential due to its nature and the circumstances. All Customer Data is deemed Confidential Information of Customer without any marking. All Neo4j Technology and Agreement terms are deemed Confidential Information of Neo4j without marking. Confidential Information shall not include information the Receiving Party can demonstrate: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of Receiving Party with no access to such information.
4. “Customer Data” means any data uploaded by or on behalf of Customer through applicable Software for processing, storage, or hosting in connection with Customer’s use of that Offering.
5. “Disclosing Party” is defined in Section 5 (Confidentiality).
6. “Documentation” means Neo4j’s documentation and usage guides including standard installation materials, training materials, specifications and online help documents for the applicable Software made generally available by Neo4j, such as https://neo4j.com/docs/, and that may be updated from time to time.
7. “Feedback” is defined in Section 3 (Intellectual Property).
8. “Intellectual Property Rights” means current and future worldwide rights under patent, copyright, trade secret, trademark, and moral rights laws, and other similar rights.
9. “Named User” means a named individual who will uniquely access or use the Software at any given time.
10. “Neo4j Technology” is defined in Section 3 (Intellectual Property).
11. “Privacy Policy” means Neo4j’s Privacy Policy made available at https://legal.neo4j.com/#privacy-policy
12. “Production Use” means any use other than internal development use, including use with machines that store and process data in a way that benefits and advances an organization’s goals or that may be accessed by applications and/or end users.
13. “Receiving Party” is defined in Section 5 (Confidentiality).
14. “Term” means a one-month term that automatically renews each month for an additional one-month term unless terminated in accordance with this Agreement.
15. “Third-Party License Terms” means the list of third-party licenses available at www.neo4j.com/thirdpartylicenses/.
16. “Trust Center” means the Neo4j Security and Compliance site, made available at https://trust.neo4j.com/.