DataStax Vector EAP Program Terms

 

These Early Adopter Program Terms (“EAP Terms”) are part of an agreement (the “Agreement”) between the person or entity agreeing to these terms (“Customer” or “You”), and DataStax, Inc., a Delaware (USA) corporation. The Agreement includes all of the applicable terms stated in these EAP Terms the DataStax Vector Terms attached hereto as Exhibit A (the “DataStax Vector Terms”), and any other documents or terms expressly incorporated into this Agreement by reference. In interpreting this Agreement, these EAP Terms, the DataStax Vector Terms, and any other documents or terms shall take precedence in that order in the event of a conflict, to the extent of the conflict. These EAP Terms are effective as of the date Customer accepts this Agreement.

  1. Beta Software

    Subject to the terms of the Agreement, you may use the Beta Software solely for beta testing purposes, and as further set out herein. “Beta Software” means DataStax’s limited-release beta DataStax Vector software made available to you by DataStax under the Early Adopter Program. DataStax reserves the right, in its sole discretion, to terminate your license to use the Beta Software under these EAP Terms at any time on written notice to you. In connection with your use of the Beta Software, you will not store or transmit any Regulated Data in or via the Beta Software. “Regulated Data” means (i) any data that constitutes personal information under any applicable law, rule or regulation, (ii) Protected Health Information as defined under the Health Insurance Portability and Accountability Act of 1996 or (iii) any other data that if inadvertently disclosed, would trigger data breach notification laws.

  2. Beta Testing

    DataStax welcomes your suggestions and feedback, including comments, notes, bug reports and feature comments with samples, code error, and/or screen shots. If you provide any suggestions, feedback, or improvements relating to the Beta Software, DataStax will own and have the right to use and have others use such suggestions, feedback, and improvements for any purpose. Customer hereby irrevocably assigns to DataStax all right, title, and interest in that feedback or those suggestions.

    Your participation in this Early Adopter Program and all information relating to the Beta Software is DataStax Confidential Information (as defined in the DataStax Vector Terms). You shall not blog or provide any external information to anyone outside DataStax regarding the Beta Software or this DataStax Vector EAP Program.

  3. Future Generally Available Releases

    Statements concerning the production release of any DataStax product are by nature forward-looking statements that involve a number of uncertainties and risks and are subject to change. Such statements are intended to reflect the current views of DataStax with respect to the production release of DataStax software or service and may ultimately be updated with different or contrary statements. Factors that could cause actual events or results to differ materially include shifts in customer demand, rapid technology changes, competitive factors, and unanticipated delays in scheduled product availability. There is no guarantee that a feature released in the Beta Software will ever become generally available. It may remain Beta Software feature indefinitely, be shutdown, or be combined with other features. Some the Beta Software features may eventually become generally available, but there is no fixed schedule for this.

  4. No Warranty

    The Beta Software is not intended for production use, has not been fully certified for production workloads, and therefore may contain bugs and other functional issues. THE BETA SOFTWARE IS PROVIDED “AS IS” AND WITHOUT ANY WARRANTY.

    There is no charge for your participation in this Early Adopter Program.

 

Exhibit A

DataStax Vector Terms

Last Updated June 4, 2020

These DataStax Vector Terms are part of an agreement (“Agreement”) between the person or entity agreeing to these terms (“Customer” or “You”) and DataStax, Inc., (“DataStax”) a Delaware corporation, and includes these DataStax Vector Terms, any terms expressly incorporated herein by reference.

In order to provide You with DataStax Vector we may collect, process, retain, or share Your information. For information on how we collect, process, retain and share Your personal information, please see the DataStax Vector Privacy and Data Processing Policy, available at: www.datastax.com/legal/datastax-vector-privacy-policy the (“Privacy and Data Processing Policy”), which may be updated from time to time. THE PRIVACY AND DATA PROCESSING POLICY IS HEREBY INCORPORATED BY REFERENCE IN THE AGREEMENT. YOU MAY NOT USE DATASTAX VECTOR IF YOU DO NOT AGREE TO ALL OF THE PROVISIONS OF SUCH POLICY.

PLEASE READ THESE DATASTAX VECTOR TERMS CAREFULLY. BY CLICKING THE BOX INDICATING ACCEPTANCE OR ACCESSING DATASTAX VECTOR, YOU ACKNOWLEDGE THAT YOU HAVE READ THE TERMS AND AGREE TO THEM. IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE LEGAL ENTITY TO THESE TERMS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT WISH TO BE BOUND BY THE TERMS, THEN YOU MUST NOT USE OR ACCESS DATASTAX VECTOR.

  1. DataStax Vector

    1. Overview

      DataStax Vector collects database system, health, performance and operations data (including but not limited to data models including table names, metrics on usage, configuration, and operating system configuration) that can be used by DataStax to help tune and optimize your database and system environment, provide more effective and efficient support services, and improve and develop new features and functionality. Please also note that DataStax Vector is not intended to collect or store the data entered or provided by your end users. DataStax Vector data collection is limited to database system usage, health, performance and operation data.

    2. Registration

      In order to subscribe to DataStax Vector or access the support portal that is directly related to DataStax Vector, You must complete the registration process and provide your email address and other account information (“Account Data”). You must provide complete and accurate Account Data during the registration process and must keep your Account Data up-to-date. You are prohibited from misrepresenting Your identity or Your affiliation with any company or other entity. You are responsible for all activity that occurs on your account. You should promptly contact DataStax if you believe that Your Account Data has been compromised.

      By providing Your Account Data, you hereby consent to receive telephone, email, or SMS communications from DataStax. Such communications may include communications regarding Your DataStax account and/or commercial content relating to other DataStax products and services. If you do not wish to receive such communications, you may opt-out by notifying DataStax at privacy@datastax.com.

    3. Support

      Customer may submit support tickets for issues related to DataStax Vector and access knowledge articles and best-practices related to DataStax Vector through the DataStax Vector support portal. Any support provided through the portal or any information provided is provided “AS IS” and without warranties. Access to the DataStax Vector support portal can be terminated by DataStax at any time. Under this Agreement, there is no right to receive support for any underlying DataStax Enterprise or Apache Cassandra software.

    4. Consent to Transfer Data

      By opting-in and accessing and using DataStax Vector, You consent on behalf of your organization to the automatic and periodic collection and transfer to DataStax of (1) Account Data and Analytics Data (as defined in the DPP), and (2) the system usage, health, performance and operations data from systems running DataStax Vector. DataStax may use the data it receives from you through DataStax Vector for internal business purposes, including to identify, diagnose and help to resolve product issues, develop and improve current and future products, features, and services, review customer deployment and usage, provide more effective and efficient product support and related services, and to allow DataStax more effectively tailor DataStax products and solutions to your needs. This data may be retained by DataStax for indefinitely.If you do not want Analytics Data sent to DataStax, you may enable settings on your device that prevent cookies from dropping and collecting information related to Analytics Data.

    5. Automated Data Collection

      While data being collected by DataStax Vector is primarily system health and usage data and is not anticipated to include any data entered or provided by your end users, please note that any information that is contained in the collected information (which may include without limitation table names or query strings that contain an individual’s name or identifier) may be transferred to DataStax. Please ensure that personal information is not included in the data models, database names or other system level identifiers via DataStax Vector.

  2. License Grant and Restrictions

    1. License

      Subject to the provisions of these Terms, DataStax grants You with a nonexclusive, nontransferable, nonsublicensable, terminable license to use DataStax Vector solely in connection with Your internal use of DataStax Enterprise and/or Apache Cassandra software, and to view the DataStax Vector agent source code for compliance purposes only. For the avoidance of doubt, no license to DataStax Enterprise or Apache Cassandra is granted hereunder.

    2. Restrictions

      All rights in the DataStax Vector software not expressly granted under this Agreement are reserved to DataStax or its licensors. Without limiting the foregoing (except to the extent such restriction is expressly prohibited by applicable law), Customer shall not, and shall not permit others under its control to: (1) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract the source code of the DataStax Vector software; (2) assign, sublicense, transfer, lease, rent, resell, or otherwise distribute or make available DataStax Vector to any third party; (3) use DataStax Vector for High Risk Activities or otherwise contrary to the intended purpose, (4) use DataStax Vector in any manner contrary to applicable laws or for any unauthorized purpose, including in any manner which would infringe on the intellectual property or privacy rights of a third party; or (5) use DataStax Vector to create, deliver training on, improve (directly or indirectly) or offer a substantially similar product or service. “High Risk Activities” means uses such as the operation of nuclear facilities, air traffic control, or life support systems, where the use or failure of DataStax Vector could lead to death, personal injury, or environmental damage.

  3. Proprietary Rights

    1. Proprietary Rights

      DataStax Vector is licensed, not sold. As between the parties, all intellectual property rights in DataStax Vector, shall remain with DataStax or its licensors.

    2. Federal Agency Users

      DataStax Vector was developed solely at private expense and is commercial computer software and related documentation within the meaning of the applicable Federal Acquisition Regulation and agency supplements thereto.

  4. Term & Termination

    1. Agreement Term

      This Agreement will begin on the date you sign or accept the Agreement and continue for a period of 60 days or until the date on which the Agreement is otherwise terminated as specified herein (the “Term”). At the end of the 60 day period the Agreement shall automatically expire, unless the parties agree in writing to an extension of the Term.

    2. Termination

      DataStax may terminate this Agreement and your license to the DataStax Vector for any reason by providing written notice to You.

    3. Effect of Termination

      If the Agreement expires or is terminated, then: (1) the rights granted by one party to the other will immediately cease; provided, however, that DataStax may continue to access any data You have transferred pursuant to this Agreement; (2) Customer will immediately delete any copies of the DataStax Vector software and cease any and all access to DataStax Vector; and (3) upon request, each party will use commercially reasonable efforts to return or destroy all Confidential Information of the other party.

  5. Confidentiality

    1. Confidentiality Obligation

      During the term of this Agreement, both parties agree that: (1) Confidential Information will be used only in accordance with the terms and conditions of this Agreement; (2) each will use the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (3) the Confidential Information may be disclosed only to (a) employees, agents and contractors with a need to know, and to its auditors and legal counsel, in each case, who are under a written obligation to keep such information confidential using standards of confidentiality not less restrictive than those required by this Agreement; and (b) comply with a legal requirement or process, including, but not limited to, civil and criminal subpoenas, court orders or other compulsory disclosures inside or outside of the United States. DataStax may use any data provided by Customer to DataStax for internal business purposes only, including improving, testing and providing the DataStax products and services. “Confidential Information” means any information designated as confidential orally or in writing by either party, or any information that the receiving party knows, or has reason to know, is confidential or proprietary based upon its treatment by the disclosing party. Confidential Information does not include (a) information submitted by Customer as feedback ; or (b) usage data provided by Customer to DataStax.

    2. Exclusions

      This Agreement imposes no obligation with respect to information that: (1) is a part of or enters into the public domain; (2) was already in the recipient’s possession prior to the date of disclosure other than by breach of this Agreement; (3) is rightfully received from a third party without any duty of confidentiality; or (4) is independently developed without reference to the Confidential Information of the disclosing party.

  6. Warranties

    1. Authority

      Customer warrants that it has full power and authority to enter into this Agreement.

    2. Customer Data Warranty

      Customer warrants that it has obtained any necessary consents that are required for Customer to provide any data to DataStax under this Agreement and grant the rights to DataStax specified herein. Customer further warrants that the data and Customer’s transfer of any data to DataStax complies with all applicable laws and do not violate the intellectual property or privacy rights of any third party.

    3. Disclaimer of Warranties

      NEITHER DATASTAX NOR ITS SUPPLIERS PROVIDE ANY OTHER WARRANTIES REGARDING DATASTAX VECTOR, AND TO THE FULLEST EXTENT PERMITTED BY LAW DATASTAX DISCLAIMS ALL OTHER WARRANTIES, TERMS AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT, AND ANY WARRANTIES, TERMS AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM DATASTAX OR ELSEWHERE WILL CREATE ANY WARRANTY, TERM OR CONDITION UNLESS EXPRESSLY STATED IN THIS AGREEMENT. DATASTAX VECTOR IS NOT DESIGNED OR INTENDED FOR HIGH RISK ACTIVITIES. DATASTAX VECTOR IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. DATASTAX EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT CUSTOMER’S USE OF DATASTAX VECTOR WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER DATASTAX VECTOROR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR CUSTOMER’S PURPOSES.

  7. Indemnity

    1. Customer Indemnity

      Customer shall defend or settle at its sole expense any claim brought against DataStax, its directors, officers, or employees by a third party arising out of any breach by Customer of any term or condition of this Agreement.

  8. Limitation of Liability

    1. To the fullest extent permitted by applicable law, in no event shall DataStax or its suppliers be liable for damages other than direct damages, including the cost of procurement of substitute goods or technology, loss of profits, or for any special, consequential, incidental, punitive or indirect damages on any theory of liability, whether in statute, contract, tort, strict liability, indemnity or otherwise, even if advised of the possibility of such damages.

    2. To the fullest extent permitted by applicable law, in no event shall the total liability of DataStax to Customer under this Agreement exceed $1000. The liability limitations in this paragraph (and otherwise in the Agreement) do not limit or exclude damages for bodily injury or death or other damages that under applicable law cannot lawfully be limited or excluded.

  9. Miscellaneous

    1. Assignment

      The Agreement may not be assigned by either party by operation of law or otherwise, without the prior written consent of the other party, which consent will not be unreasonably withheld. Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Schedules), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or the sale of all or substantially all of the assets of the business to which the Agreement relates. Any such assignment shall be effective upon payment of all amounts then due.

    2. Conflicting Terms

      If there is a conflict among the documents that make up this Agreement, the documents will control in the following order: any applicable ordering document, these Terms, and the terms located at any exhibit or URL referenced in these Terms.

    3. Entire Agreement

      This Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in this Agreement.

    4. Export Controls

      Customer agrees to comply with all export and re-export restrictions and regulations of the Department of Commerce and any other United States or foreign agencies and authorities in connection with DataStax Vector software. In particular, but without limitation, the DataStax Vector software may not, in violation of any laws, be accessed, exported or re-exported: (1) in/into any U.S. embargoed country; or (2) by/to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. Customer represents and warrants that Customer and its Affiliates are not located in, under the control of, or a national or resident of any such country or on any such list.

    5. Force Majeure

      Neither party will be liable for failure or delay in its performance under this Agreement to the extent caused by circumstances beyond its reasonable control. DataStax reserves the right to suspend its performance under the Agreement to comply with laws.

    6. Governing Law

      This Agreement is to be construed in accordance with and governed by the internal laws of the State of California without regard to its conflict of laws principles, and each party hereby consents to the jurisdiction of the federal or state courts of Santa Clara County, California, USA. Each party hereby waives any right to jury trial in any litigation in any way arising out of or related to this Agreement.

    7. Independent Contractors

      This Agreement will not be construed as creating an agency, partnership, joint venture or any other form of association, for tax purposes or otherwise, between the parties; the parties will at all times be and remain independent contractors.

    8. No Third-Party Beneficiaries

      This Agreement does not confer any benefits on any third party unless it expressly states that it does.

    9. Notices

      All notices must be in writing and addressed to the other party’s legal department and primary point of contact. Notice will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable).

    10. Severability and Waiver

      In the event that any provision of this Agreement (or any portion hereof) is determined by a court of competent jurisdiction to be illegal, invalid or otherwise unenforceable, the provision (or portion) will be enforced to the extent possible consistent with the stated intention of the parties, or, if incapable of enforcement, will be deemed to be severed and deleted from this Agreement, while the remainder of this Agreement will continue in full force. The waiver by either party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach.

    11. Survival

      The following sections will survive any expiration or termination of this Agreement: Restrictions, Proprietary Rights, Effect of Termination, Confidentiality, Limitation of Liability, and Miscellaneous.

    12. Updates

      Except as expressly provided herein, no modification of this Agreement will be effective unless contained in writing and signed by an authorized representative of each party.