Marketplace Terms of Use

READ CAREFULLY BEFORE DOWNLOADING THE APPLICATION.

THIS LICENSE AGREEMENT (THE “AGREEMENT”) STATES THE TERMS BETWEEN YOU ("YOU" OR "YOUR") AND ENTIT SOFTWARE LLC AND ITS SUBSIDIARIES (“EntIT”) FOR THE APPLICATION THAT YOU DOWNLOAD FROM EntIT’S WEBSITE (THE "APPLICATION"). BY DOWNLOADING, COPYING, OR USING THE APPLICATION YOU AGREE TO THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, DO NOT CLICK ON "I AGREE" BELOW AND DO NOT DOWNLOAD, INSTALL, COPY, OR USE THE APPLICATION.

1.Terms. This Agreement includes supporting terms and information referenced by EntIT, which may be Application license information, additional license authorizations, Application specifications, published warranties, supplier terms, open source software licenses and similar content (“Supporting Material”). Additional license authorizations are available at: https://software.microfocus.com/en-us/about/software-licensing.

2.Authorization. If You agree to this Agreement on behalf of another person or entity, You warrant You have authority to do so. This Agreement will be enforceable against You and any entity for which You download, install or use the Product.

3.Consumer Rights. If You obtained the Application as a consumer, nothing in this Agreement affects Your statutory rights.

4.License Grant. As long as You comply with this Agreement, EntIT grants You a non-exclusive non-transferable license to use one copy of the version or release of the Application only for Your organization’s internal purposes; such use is subject to any specific Application licensing information located in the Application product or its Supporting Material.

Your use is subject to the following restrictions, unless specifically allowed in Supporting Material:

You may not use Application to provide services to third parties.

You may not distribute, resell, share or sublicense Application to third parties.

You may not download and use patches, enhancements, bug fixes, or similar updates unless You have a license to the underlying Application. Such license does not give You a right to receive such updates.

You may not copy the Application or make it available on a public or external distributed network.

You may not allow access on an Intranet unless it is restricted to authorized users.

You may copy the Application for archival purposes or when it is an essential step in authorized use so long as You retain any product identification, trademark, copyright or other notices in the Application.

You may not modify, reverse engineer, disassemble, decrypt, decompile or make derivative works of the Application. If You have a right to do so under law, you must first inform EntIT in writing about such modifications.

You may not disclose to any third party performance information or analysis (including, without limitation, benchmarks and performance tests) from any source relating to the Application.

You may not use the Application in a manner inconsistent with the authorizations and restrictions for the specific Application found at https://software.microfocus.com/en-us/about/software-licensing.

5.Remote Monitoring. Some Application may require keys or other technical protection measures and EntIT may monitor Your compliance with the Agreement, remotely or otherwise. If EntIT makes a license management program for recording and reporting license usage information, You will use such program no later than 180 days from the date it is made available.

6.Ownership. No transfer of ownership of any intellectual property in the Application and any derivative works thereof will occur under this Agreement. All rights not granted are reserved.

7.Disclaimer of Warranties. THE APPLICATION AND ALL RELATED COMPONENTS ARE PROVIDED "AS IS." TO THE FULL EXTENT PERMITTED BY LAW, EntIT AND ITS SUPPLIERS MAKE NO OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS OR UNDERTAKINGS, EXPRESS OR IMPLIED, STATUTORY, LEGAL OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF QUALITY, MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY OTHER WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE.

8.Intellectual Property Rights Infringement. EntIT will defend and/or settle any claims against You that allege that EntIT-branded Application as supplied under this Agreement infringes the intellectual property rights of a third party. EntIT will rely on Your prompt notification of the claim and cooperation with our defense. EntIT may modify the Application so as to be non-infringing and materially equivalent, or we may procure a license. If these options are not available, we will refund to You the amount paid for the affected product in the first year or the depreciated value thereafter. EntIT is not responsible for claims resulting from any unauthorized use of the Application.

9.Limitation of Liability.EntIT’s liability to You under this Agreement is limited to the amount actually paid by You to EntIT for the relevant Application, except for amounts in Section 9 (“Intellectual Property Rights Infringement”). Neither You nor EntIT will be liable for lost revenues or profits, downtime costs, loss or damage to data or indirect, special or consequential costs or damages. This provision does not limit either party’s liability for: unauthorized use of intellectual property, death or bodily injury caused by its negligence; acts of fraud; willful repudiation of the Agreement; or any liability that may not be excluded or limited by applicable law.

10.Redistributable Drivers. If you are downloading the distributable copy of the Software drivers (“Redistributable Drivers”), Section 4 License Grant is modified by adding the additional right to distribute the Redistributable Drivers in the programs you develop if you comply with the terms below:

License.

You may copy and distribute the object code form of the Software (“Distributable Code”) in programs you develop.

You may not modify the Software.

You may permit distributors of your programs to copy and distribute the Distributable Code as part of those programs.

Distribution Requirements.

For any Distributable Code you distribute, you must:

add a named connector to the Distributable Code to utilize the drivers in your programs;

require distributors and external end users to agree to terms that protect the Distributable Code at least as much as this Agreement;

display your valid copyright notice on your programs; and

indemnify, defend, and hold harmless EntIT from any claims, including attorneys’ fees, related to the distribution or use of your programs.

Distribution Restrictions.

You may not alter any copyright, trademark or patent notice in the Distributable Code;

use EntIT’s trademarks in your programs’ names or in a way that suggests your programs come from or are endorsed by EntIT;

include Distributable Code in malicious, deceptive or unlawful programs; or

modify or distribute the source code of any Distributable Code so that any part of it becomes subject to an Excluded License. An Excluded License is one that requires, as a condition of use, modification or distribution, that the code be disclosed or distributed in source code form; or

others have the right to modify it.

11.Termination. This Agreement is effective until terminated or in the case of a limited-term license, upon expiration; however, Your rights under this Agreement terminate if You fail to comply with it. Immediately upon termination or expiration, You will destroy the Application and documentation and any copies, or return to them to EntIT. You may keep one copy of Application and documentation for archival purposes. We may ask You to certify in writing that You have complied with this section. Section 7 (“Disclaimer of Warranties”), Section 8 (“Intellectual Property Rights Infringement”), Section 9 (”Limitation of Liability), this termination provision, and Section 12 (“General”) each survive termination.

12.General.

Assignment. You may not assign this Agreement without prior written consent of EntIT, payment of transfer fees and compliance with EntIT’s Application license transfer policies. Authorized assignments will terminate Your license to the Application and You must deliver Application and documentation and copies thereof to the assignee. You must first obtain the assignee’s agreement in writing to comply with this Agreement. You may only transfer firmware if You transfer associated hardware.

U.S. Government. If the Application is licensed to You for use in the performance of a U.S. Government prime contract or subcontract, You agree that, consistent with FAR 12.211 and 12.212, commercial computer Application, computer Application documentation and technical data for commercial items are licensed under EntIT’s standard commercial license.

Global Trade Compliance. You agree to comply with the trade-related laws and regulations of the U.S. and other national governments. If you export, import or otherwise transfer products provided under this Agreement, you will be responsible for obtaining any required export or import authorizations. You confirm that you are not located in a country that is subject to trade control sanctions (currently Cuba, Iran, N. Korea, N. Sudan, and Syria) and further agree that you will not retransfer the products to any such country. EntIT may suspend its performance under this Agreement to the extent required by laws applicable to either party.

Audit. EntIT may audit You for compliance with the Application license terms. Upon reasonable notice, EntIT may conduct an audit during normal business hours (with the audit cost at EntIT’s expense). If an audit reveals underpayments then You will promptly pay to EntIT such underpayments. If underpayments exceed five (5) percent, You will reimburse EntIT for the audit costs.

Governing Law. This Agreement will be governed by the laws of the state of California, U.S.A., excluding rules as to choice and conflicts of law. You and EntIT agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply.

Force Majeure. Neither party will be liable for performance delays or for non-performance due to causes beyond its reasonable control, except for payment obligations.

Entire Agreement. This Agreement represents the entire understanding with respect to its subject matter and supersedes any previous communication or agreements that may exist. Modifications to the Agreement will be made only through a written amendment signed by both parties. If EntIT doesn’t exercise its rights under this Agreement, such delay is not a waiver of its rights.

13.Australian Consumers. If you acquired the Application as a consumer within the meaning of the 'Australian Consumer Law' under the Australian Competition and Consumer Act 2010 (Cth) then despite any other provision of this Agreement, the terms at this URL apply: https://software.microfocus.com/en-us/about/software-licensing.

EntIT VERTICA MARKETPLACE APP CATALOG END-USER TERMS AND CONDITIONS

THE FOLLOWING TERMS AND CONDITIONS (“AGREEMENT”) APPLY TO YOUR USE OF THE EntIT VERTICA MARKETPLACE APP CATALOG (“APP CATALOG”), AND YOUR USE OF APPLICATIONS (EACH, AN “APPLICATION”) MADE AVAILABLE IN SUCH APP CATALOG. BEFORE USING, DOWNLOADING FROM OR OTHERWISE ACCESSING THE APP CATALOG OR ANY APPLICATION, CAREFULLY READ THIS AGREEMENT. THE APPLICATIONS PROVIDED THROUGH THE APP CATALOG ARE LICENSED BY THE PROVIDER OF THE APPLICATION (“APPLICATION PROVIDER”) TO YOU, THE ORIGINAL END USER, SOLELY FOR YOUR PERSONAL USE AS SET FORTH BELOW AND SUBJECT TO THE APPLICABLE END-USER LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT USE, DOWNLOAD OR OTHERWISE ACCESS THE APP CATALOG. USING, DOWNLOADING, OR OTHERWISE ACCESSING ANY PART OF THE APP CATALOG INDICATES THAT YOU ACCEPT THESE TERMS. YOU MUST BE AT LEAST 13 (THIRTEEN) YEARS OF AGE TO USE OR ACCESS THE APP CATALOG. IF YOU ARE AT LEAST 13 BUT UNDER THE AGE OF 18, YOU MUST HAVE YOUR PARENT OR LEGAL GUARDIAN’S PERMISSION TO USE OR ACCESS THE APP CATALOG.

APPLICATION LICENSE AGREEMENT: Your use of each Application that you download through the App Catalog is governed by the terms of the Application License Agreement between you and the Application Provider (the “Application License Agreement”) set forth below. If the Application Provider provides an End-User License Agreement (“EULA”) with the Application, those terms shall supplement the Application License Agreement. As between you and the Application Provider, any additional or different terms in such EULA shall take precedence over the terms in the Application License Agreement.

EntIT’S ROLE IN PROVIDING APPLICATIONS: You agree that the license granted for each Application is a binding agreement between you and the Application Provider only. The Application Provider is solely responsible for that Application, the content therein, any warranties to the extent that such warranties have not been disclaimed, and any claims relating to that Application. You acknowledge that EntIT is acting as agent for the Application Provider in providing each Application to you and is not a party to the license between you and the Application Provider. EntIT is not responsible for any Application, the content therein, or any warranties or claims that you or any other party may have relating to that Application.

You further acknowledge and agree that EntIT is a third party beneficiary of the Application License Agreement and, any EULA, if so provided. You acknowledge and agree that EntIT will have the right (and will be deemed to have accepted the right) to enforce such license against you as a third party beneficiary of those agreements.

RESTRICTIONS: You agree that EntIT and/or third parties own all right, title and interest in and to the App Catalog and all Applications (including all copyrights and trademarks relating thereto). Each Application is licensed for use only for a single EntIT account, and you may not distribute or make the Application available over a network or for use with multiple devices. You may not modify or alter the Application in any way, and may only use the Application as expressly set forth above and as set forth in the applicable end-user agreement for the Application. You agree that you will not attempt to, or assist or encourage any other person or entity to circumvent, disable or modify any security technology or software that is part of the Application or is used on your EntIT device. Except as set forth above, EntIT and the Application Providers reserve all other rights in or to the Application. If applicable law permits you to copy or modify the Application, then you may copy and modify the Application solely to the extent, and for such purposes as, expressly permitted by applicable law. You agree that you will not engage in any activity that interferes with or disrupts the App Catalog or services available through Applications you have downloaded. You further agree that you will not use any Applications you download to interfere with or otherwise disrupt any servers, networks, websites or services.

EntIT HAS THE RIGHT TO MODIFY, CHANGE OR TERMINATE YOUR USE OF THE APP CATALOG OR APPLICATIONS FOUND IN THE APP CATALOG: EntIT reserves the right, at its sole discretion and at any time, to add, remove, disable access to, block, or modify the App Catalog, and to add, remove, disable access to, block, or modify remotely any Applications previously downloaded to your device from the App Catalog. EntIT may be required to take these actions due to changes in the obligations or restrictions from its third party licensors or partners, an Application Provider’s serious violation of its agreement with EntIT, or due to any governmental restriction or court order. EntIT may also impose limits on the use of or access to certain features or portions of the App Catalog or Applications downloaded from the App Catalog, in any case and without notice or liability. If EntIT removes, disables access to, or otherwise blocks you from accessing an Application, you will need to contact the Application Provider for further action.

EntIT HAS THE RIGHT TO MODIFY THESE TERMS: EntIT reserves the right to modify the terms of this Agreement at its sole discretion at any time. Any such modification will be effective upon EntIT notifying you prior to your continued use or access of the App Catalog. Your continued use of the App Catalog after such notice will constitute your binding acceptance of the Agreement as revised.

CUSTOMER SERVICE: EntIT does not provide support for Applications, and the Application Provider is responsible for providing such support. For any issues or questions concerning specific Applications, please contact the Application Provider.

CONTENT ACCESSED THROUGH APPLICATIONS: You acknowledge and agree that certain Applications may provide access to products, services, web content or other third-party materials (together, “Third-Party Content”) and that EntIT is not responsible for such Third-Party Content. EntIT makes no representations or warranties regarding such Third-Party Content.

REVIEWS: EntIT, in its sole discretion, may permit users to post reviews of Applications on the App Catalog. Such reviews reflect the opinions of the reviewers and not EntIT, and EntIT makes no representations as to the accuracy or completeness of the reviews. You agree that EntIT shall have no liability to you if you rely on the reviews to download or use an Application. EntIT reserves the right to, but has no obligation to, remove reviews that EntIT deems irrelevant or otherwise inappropriate for any reason. If you post a review, you hereby grant EntIT a perpetual, worldwide, fully transferable and sub-licensable, irrevocable, royalty-free license to make, use, sell, market, reproduce, create derivative works of, distribute, perform, and display the review in any manner and for any purpose. You acknowledge that your personally identifiable information may be associated with your review unless you post the review anonymously. If you post a review, you agree not to post, publish or transmit any material that: (i) is false or misleading; (ii) is defamatory; (iii) invades another’s privacy; (iv) is obscene, pornographic, or offensive; (v) promotes bigotry, racism, hatred or harm against any individual or group; (vi) infringes on another’s rights, including but not limited to any intellectual property rights; or (vii) violates, or encourages any conduct that would violate any applicable law or regulation or would give rise to civil liability.

CONSENT TO USE OF DATA: You agree that EntIT, its affiliates and designated agents may collect and use technical and related information, gathered in any manner, related to the App Catalog. This includes the use of Google Analytics or other analytics tools for the collection of anonymous usage information, which helps EntIT understand how visitors engage with the application catalog. EntIT, its affiliates and designated agents may use this information solely to improve its products or to provide customized services or technologies to you. EntIT will collect and use this information in accordance with its privacy policy and in accordance with applicable data protection laws. EntIT, its affiliates and designated agents may disclose this information to others, but not in a form that personally identifies you.

REVERSE ENGINEERING: You may not reverse engineer, decompile, or disassemble the App Catalog or any Applications downloaded from the App Catalog, except and only to the extent that such activity is expressly permitted by applicable law.

INDEMNIFICATION: To the maximum extent permitted by law, you agree to defend, indemnify and hold EntIT, its directors, officers, employees, affiliates and agents (including without limitation its parent company, Hewlett-Packard Company (“EntIT”) and its directors, officers, employees, affiliates and agents) harmless from and against any and all claims arising out of your breach of this Agreement, your use of the App Catalog, or your use of any Applications downloaded from the App Catalog.

WARRANTY AND DISCLAIMERS: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE APP CATALOG IS AT YOUR SOLE RISK AND THAT ACCESS TO THE APP CATALOG IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT ANY WARRANTY OF ANY KIND OR NATURE. EntIT DOES NOT WARRANT THAT USE OF THE APP CATALOG WILL BE UNINTERRUPTED, FAULT-TOLERANT OR ERROR FREE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EntIT AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY IMPLIED OR STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, CORRESPONDENCE WITH DESCRIPTION, SATISFACTORY QUALITY AND NON-INFRINGEMENT. EntIT MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD PARTY SOFTWARE OR OPEN SOURCE SOFTWARE. ALL THIRD PARTY SOFTWARE AND OPEN SOURCE SOFTWARE IS PROVIDED "AS-IS," WITHOUT WARRANTIES OF ANY KIND BY EntIT.

LIMITATION OF LIABILITY: EntIT or Application Provider’s liability to you under this Agreement is limited to the amount actually paid by you to EntIT for the Application(s). Neither you nor EntIT nor its Application Providers will be liable for lost revenues or profits, downtime costs, loss or damage to data or indirect, special or consequential costs or damages. This provision does not limit EntIT’s, Application Provider’s or your liability for: unauthorized use of intellectual property, death or bodily injury caused by their negligence; acts of fraud; willful repudiation of the Agreement; or any liability that may not be excluded or limited by applicable law.

GLOBAL TRADE COMPLIANCE: You agree to comply with the trade-related laws and regulations of the U.S. and other national governments. If you export, import or otherwise transfer Applications provided under this Agreement, you will be responsible for obtaining any required export or import authorizations. You confirm that you are not located in a country that is subject to trade control sanctions (currently Cuba, Iran, N. Korea, N. Sudan, and Syria) and further agree that you will not retransfer the Applications to any such country. EntIT may suspend its performance under this Agreement to the extent required by laws applicable to either party.

TERM AND TERMINATION: This Agreement is effective until terminated. EntIT may terminate this Agreement in whole or as it applies to your use of any Application if you breach any of the terms of this Agreement. You may terminate it at any time by ceasing to use the App Catalog, provided that any terms relating to your use of each Application will survive unless and until you destroy all copies of such Application and related documentation. Some jurisdictions do not allow the termination of this type of Agreement, so the above provision may be limited in its application to you. In addition, EntIT reserves the right to modify, suspend, or discontinue the App Catalog (or any part or content thereof) at any time with or without notice to you, and EntIT will not be liable to you or to any third party should it exercise such rights.

GOVERNING LAW. This Agreement will be governed by the laws of the state of California, U.S.A., excluding rules as to choice and conflict of law. You and EntIT agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply.

ENFORCEMENT OF AGREEMENT. EntIT reserves the right to takes any steps it believes to be reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement. You agree that EntIT has the right, without liability to you, to disclose any information relating to your use of the App Catalog to law enforcement authorities, government officials, and/or a third party, as EntIT believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement.

ENTIRE AGREEMENT. This Agreement Represents our entire understanding with respect to its subject matter and supersedes any previous communication or agreements that may exist. Modifications to the Agreement will be made only through a written amendment signed by both parties. If EntIT doesn't exercise its rights under this Agreement, such delay is not a waiver of its rights.

APPLICATION LICENSE AGREEMENT

THE FOLLOWING TERMS AND CONDITIONS APPLY TO YOUR USE OF EACH APPLICATION YOU DOWNLOAD FROM THE APP CATALOG (EACH, AN “APPLICATION”). BEFORE USING ANY APPLICATION, CAREFULLY READ THIS AGREEMENT.

The license granted hereunder is granted to you by the provider of the Application (“Application Provider”) and not by EntIT, Inc. (“EntIT”). If the Application Provider provides an End User License Agreement (“EULA”) with the Application, those terms shall supplement this Application License Agreement. As between you and the Application Provider, any additional or different terms in such EULA shall take precedence over the terms in this Application License Agreement.

You acknowledge and agree that EntIT is a third party beneficiary of this Application License Agreement and any EULA, if so provided. You acknowledge and agree that EntIT will have the right (and will be deemed to have accepted the right) to enforce such license against you as a third party beneficiary of those agreements.

LICENSE GRANT: You are hereby granted a limited, non-transferable license to use the Application for a single EntIT account that you control. You may not rent, lease, lend, sell, redistribute or sublicense the Application. You may not reverse engineer, decompile, or disassemble the Application, except and only to the extent that such activity is expressly permitted by applicable law. Any attempt to do so is a violation of the rights of the Application Provider. If you breach this restriction, you may be subject to prosecution and damages. The terms of the license will govern any upgrades provided by the Application Provider that replace and/or supplement the original Application, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern. The Application Provider reserves all rights in and to the Application not expressly granted to you under this Application License Agreement.

CONSENT TO USE OF DATA: You agree that the Application Provider may collect and use technical and related information, gathered in any manner related to the Application. The Application Provider may use this information solely to improve its products or to provide customized services or technologies to you. The Application Provider may disclose this information to others, but not in a form that personally identifies you.

NO WARRANTY: YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE APPLICATION IS AT YOUR SOLE RISK AND THAT ACCESS TO THE APPLICATION IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT ANY WARRANTY OF ANY KIND OR NATURE. THE APPLICATION PROVIDER DOES NOT WARRANT THAT USE OF THE APPLICATION WILL BE UNINTERRUPTED, FAULT-TOLERANT OR ERROR FREE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE APPLICATION PROVIDER EXPRESSLY DISCLAIMS ANY IMPLIED OR STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, CORRESPONDENCE WITH DESCRIPTION, SATISFACTORY QUALITY AND NON-INFRINGEMENT. THE APPLICATION PROVIDER MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD PARTY SOFTWARE OR OPEN SOURCE SOFTWARE.

LIMITATION OF LIABILITY: Application Provider’s liability to you under this Agreement is limited to the amount actually paid by you to EntIT for the Application(s). Neither you nor Application Provider will be liable for lost revenues or profits, downtime costs, loss or damage to data or indirect, special or consequential costs or damages. This provision does not limit either party's liability for: unauthorized use of intellectual property, death or bodily injury caused by their negligence; acts of fraud; willful repudiation of the Agreement; or any liability that may not be excluded or limited by applicable law.

GLOBAL TRADE COMPLIANCE: You agree to comply with the trade-related laws and regulations of the U.S. and other national governments. If you export, import or otherwise transfer Applications provided under this Agreement, you will be responsible for obtaining any required export or import authorizations. You confirm that you are not located in a country that is subject to trade control sanctions (currently Cuba, Iran, N. Korea, N. Sudan, and Syria) and further agree that you will not retransfer the Applications to any such country. EntIT may suspend its performance under this Agreement to the extent required by laws applicable to either party.

TERM AND TERMINATION: The license is effective until terminated by you or the Application Provider. Your rights under this license will terminate automatically without notice from the Application Provider if you fail to comply with any term(s) of this license. Upon termination of the license, you shall cease all use of the Application, and destroy all copies, full or partial, of the Application, including any accompanying documentation.

U.S. GOVERNMENT: If the Application is licensed to You for use in the performance of a U.S. Government prime contract or subcontract, You agree that, consistent with FAR 12.211 and 12.212, commercial computer software, computer software documentation and technical data for commercial items are licensed under Application Provider’s standard commercial license.

GOVERNING LAW: This Agreement will be governed by the laws of the state of California, U.S.A., excluding rules as to choice and conflicts of law. You and Application Provider agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply.

ENTIRE AGREEMENT: This Agreement represents the entire understanding with respect to its subject matter and supersedes any previous communication or agreements that may exist. Modifications to the Agreement will be made only through a written amendment signed by both parties. If Application Provider doesn't exercise its rights under this Agreement, such delay is not a waiver of its rights.

EntIT VERTICA INNOVATIONS PROGRAM AGREEMENT

This agreement (this “Agreement”) is entered into by and between EntIT Software LLC (“EntIT”) and you as an individual or, in the case of an entity, your authorized representative, on your behalf (“you”) as of the date you accept the terms of this Agreement (“Effective Date”). The terms and conditions of this Agreement apply to your participation in EntIT Vertica’s Innovations Program (“Program”).

01.Products/Materials. Subject to the terms and conditions of this Agreement, EntIT shall provide to you at no charge the (a) prototypes of either new products or services or new releases of existing products or services (collectively the “Products”), and (b) materials related to the Products, including documentation, presentations or other media (collectively, the “Materials”).

02.Term and Termination. The term of this Agreement (“Term”) begins on the Effective Date and is effective until terminated or in the case of a limited license, until expiration. Your rights under this Agreement terminate if you fail to comply with it. EntIT may terminate this Agreement immediately at any time in its sole discretion. Sections 2, 5, and 7-17 shall each survive expiration or termination of this Agreement.

03.Installation. You shall comply with any installation requirements provided by EntIT.

04.Product Use. Subject to the terms and conditions of this Agreement, EntIT grants to you a personal, non-transferable, non-sublicenseable, limited, revocable, non-exclusive royalty free license to internally use and test the Product and Materials during the Term for non-production testing and evaluation purposes only. Except where the terms of an open source license governing open source code which may be included in the Product and Materials specifically provides that the open source code cannot be licensed under other terms, terms of this Agreement shall govern with regard to that open source code; otherwise, your use of the Product and Materials is further subject to any third party license terms found in or accompanying the Products and Materials.

05.Restrictions on Use. You shall not use the Product or Materials in any manner to produce, market, or support your own products or business. You acknowledge that the Product and Materials may contain bugs or defects. Your right to use the Products or Materials is specifically limited to the rights as described in this Agreement. Except as permitted by law, you shall not reverse engineer, disassemble, decompile, copy, distribute or modify the Products and Materials or provide access to the Products and Materials to a third party.

06.Technical Support. EntIT is not required to provide you with technical support. Any technical support EntIT does provide to you shall be at EntIT’s sole discretion and is provided “As Is.”

07.Title. All right, title, and interest to all intellectual property and related intellectual property rights with respect to the Product and Materials, including that which may be or become protectable by patent, copyright, trademark, trade secret, or similar laws, shall remain exclusively with EntIT or its suppliers. This Agreement confers no title or ownership and is not a sale of any rights in any current or future EntIT products or services.

08.Return of Products. At the expiration or termination of this Agreement, You shall promptly return to EntIT or destroy all copies of the Product and/or Materials in Your possession. EntIT may ask You to certify in writing that You have complied with this section within ten business days of such request from EntIT.

09.Disclaimer of Warranties. The Products and Materials are provided “As Is.” YOU ACKNOWLEDGE THAT THE PRODUCTS AND MATERIALS HAVE NOT COMPLETED EntIT'S FULL QUALITY ASSURANCE PROGRAM AND MAY HAVE ERRORS OR DEFECTS. EntIT MAKES NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND WITH RESPECT TO THE PRODUCTS AND MATERIALS, AND SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10.Future Availability. EntIT may at any time and without notice choose not to release a final Product or Materials or, even if released, to alter prices, features, specifications, capabilities, functions, release dates, general availability, or other characteristics of the Product or Materials.

11.Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER LAW, EntIT WILL HAVE NO OBLIGATION OR LIABILITY (WHETHER ARISING IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE) FOR ANY DIRECT, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OR LIABILITIES (INCLUDING LOST PROFITS, LOSS OF INCOME, REVENUE, GOODWILL, REPUTATION OR SAVINGS, LOSS OR UNAVAILABILITY OF OR DAMAGE TO DATA OR SOFTWARE RESTORATION), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITIES, ARISING UNDER THIS AGREEMENT.

12.Intellectual Property Rights. No rights in copyright, patents, trademarks, trade secrets, or other intellectual property rights are granted by either party to the other except as expressly provided under this Agreement. You agree that EntIT shall have, and you shall assign to EntIT, all right, title and interest in and to any feedback, Product test results or suggestions regarding the Product or Materials (“Feedback”). EntIT at its discretion, may choose not to use or implement any Feedback in the Product or Materials. You shall not register or use any mark or internet domain name that contains EntIT’s trademarks.

13.Confidentiality of Information. You acknowledge and agree that all information pertaining to the Product and Materials are EntIT’s proprietary and confidential information. As such, you shall protect the confidentiality of such information until such information is made public by EntIT, using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination, or publication of such information as parties use to protect their own confidential information of a like nature. You shall not make public any information, reports or test results obtained pursuant to this Agreement.

14.Assignment. You may not assign this Agreement without prior written consent of EntIT. Authorized assignments will terminate your license. You must first obtain the assignee’s agreement in writing to comply with this Agreement.

15.Governing Law. This Agreement will be governed by the laws of the state of California, U.S.A., excluding rules as to choice and conflicts of law. You and EntIT agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply.

16.Global Trade Compliance. You agree to comply with the trade-related laws and regulations of the U.S. and other national governments. You agree not to export, import or otherwise transfer Products and Materials provided under this Agreement, except as authorized under this Agreement and that you will be responsible for obtaining any required export or import authorizations. You confirm that you are not located in a country that is subject to trade control sanctions (currently Cuba, Iran, N. Korea, N. Sudan, and Syria) and further agree that you will not retransfer the Products and Materials to any such country. EntIT may suspend its performance under this Agreement to the extent required by laws applicable to either party.

17.Entire Agreement. This Agreement represents the entire understanding with respect to the Products and Materials and supersedes any previous communication or agreements that may exist. Modifications to the Agreement will be made only through a written amendment signed by both parties. If EntIT doesn’t exercise its rights under this Agreement, such delay is not a waiver of its rights. In the event any provision of this Agreement is held invalid or unenforceable the remainder of the Agreement will remain enforceable and unaffected thereby.

release-rel-2018-9-1-1062 | Wed Sep 12 19:30:14 PDT 2018
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release/rel-2018-9-1-1062
Wed Sep 12 19:30:14 PDT 2018