ACTIAN CORPORATION

CLOUD SERVICES AGREEMENT FOR

ACTIAN VECTOR ANALYTIC DATABASE - COMMUNITY EDITION

January 2018

THIS CLOUD SERVICES AGREEMENT (THE “AGREEMENT”)

GOVERNS Cloud SERVICES for the actian vector analytic

database – community edition (“SERVICES”) PROVIDED BY

ACTIAN CORPORATION (“ACTIAN” OR “WE” OR “US”) THROUGH

THE AMAZON AWS MARKETPLACE WEbsite

(https://aws.amazon.com/marketplace/), the Microsoft

Azure Marketplace website (https://azuremarketplace.

microsoft.com and/or SUCH OTHER WEBSITE DESIGNATED BY

ACTIAN (“SITE”).

YOU ARE REQUIRED TO INDICATE YOUR AGREEMENT TO THESE

TERMS AND CONDITIONS IN ORDER TO ACCESS AND USE THE

SERVICES. BY CLICKING ON THE “ACCEPT SOFTWARE TERMS,”

OR “CREATE” BUTTON OR OTHER SIMILAR ACCEPTANCE BUTTON,

AND ACCESSING AND USING THE SERVICES, YOU ARE

CONSENTING TO BE BOUND BY THIS AGREEMENT. IF YOU ARE

ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY

OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE

AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND

CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR"

SHALL REFER TO SUCH ENTITY.

1. SERVICES. Subject to Your compliance with the

terms and conditions of this Agreement, Actian grants

You a nonexclusive, nontransferable, revocable,

limited license during the Term (as defined below)

to access and use the Services solely as necessary

to upload, store, manage and query Your Content (as

defined below). Unless otherwise expressly authorized

in writing by Actian, You may only use the Services

for Your internal business purposes and may not

upload, store, manage or query Content, sell,

resell, distribute, loan, encumber, transfer,

sublicense, rent, lease, or otherwise allow third

parties to access the Services, or download or export

from the Site any Actian software or software images

or disks connected with the Services. Your use of

Actian Vector Analytic Database – Community Edition

(“Vector CE”) through the Services is limited to a

cumulative maximum of 250 GB of uncompressed

data stored per Amazon Elastic Compute Cloud (“EC2”)

or Azure Virtual Machine instance of Vector CE

database (separate EC2 or Azure Virtual Machine

instances will be considered as a single instance for

purposes of the 250 GB limitation where they are

linked, share data, or are accessed or used together

or in connection with each other). You will adhere to

all laws, rules, and regulations applicable to Your

use of the Services.

2. ACTIAN TOOLS. From time to time, Actian may make

available to You certain software, tools, and other

materials for download and use in connection with Your

use of the Services (“Actian Tools”). Subject to Your

compliance with the terms and conditions of this

Agreement, Actian grants You a nonexclusive,

nontransferable, revocable, limited license during the

Term to download, install, copy, and use the Actian

Tools solely in connection with and as necessary for

Your use of the Services.

3. RESTRICTIONS. You agree not to: (i) use the

Services or Actian Tools except as expressly

authorized in this Agreement; (ii) use any device,

software, or routine that (a) interferes with any

application, function, or use of the Services or

Actian Tools, or (b) is intended to damage,

detrimentally interfere with, surreptitiously

intercept, or expropriate any system, data, or

communication; (iii) resell, sublicense, time-share,

or otherwise use or share the Services with or for

the benefit of any third party, including but not

limited to using the Services in a service bureau,

SaaS, ASP, marketing, training, outsourcing services,

consulting services or other commercial service

related to the Services or other similar hosted

environment, except as otherwise expressly permitted

in this Agreement or authorized by Actian in writing;

(iv) frame or mirror the Site; (v) decompile,

disassemble or reverse-engineer the Actian Tools or

the underlying software that is part of the Services

or otherwise attempt to derive the source code for

the foregoing; (vi) use the Services or Actian Tools

either directly or indirectly to support any activity

that is illegal; (vi) access the Services for purposes

of monitoring its availability, performance or

functionality, or for any other benchmarking or

competitive purposes; use the Services to develop a

product or service which is competitive with any of

the Services marketed by Actian, or (vii) authorize

any third parties to do any of the above. You shall

notify Actian if You become aware of any unauthorized

access to, or use of, the Services.

4. NO SPAM. You will not distribute, publish, send,

or facilitate unsolicited mass e-mailings, promotions,

advertising, or solicitations (e.g. “spam”), including

commercial advertising and informational announcements.

Actian and the CSV (as defined below) may: investigate

violations of this Agreement or misuse of the Services;

or remove, disable access to, or modify any Content or

resource that violates this Agreement or any other

agreement with You for use of the Services or the CSV

services. Actian and the CSV may report any activity

that Actian or the CSV suspect violates any law or

regulation to appropriate law enforcement officials,

regulators, or other appropriate third parties. Such

reporting may include disclosing appropriate customer

information. Actian and the CSV also may cooperate

with appropriate law enforcement agencies, regulators,

or other appropriate third parties to help with the

investigation and prosecution of illegal conduct by

providing network and systems information related to

alleged violations of this Agreement.

5. OWNERSHIP. Actian and/or its licensors own all

worldwide right, title and interest in and to the

Services and the Actian Tools, including all

worldwide intellectual property rights therein.

You may not delete or in any manner alter the

notices appearing in or on the Services as provided.

You may from time to time provide suggestions,

comments, or other feedback to Actian with respect

to the improvement, correction, or modification of

the Services or Actian Tools (collectively,

“Feedback”). You agree that Actian shall be free to

use, disclose, reproduce, license, distribute, and

otherwise commercially exploit the Feedback provided

to it with respect to the Services or Actian Tools as

it sees fit, entirely without obligation or restriction

of any kind. You may not modify, alter, tamper with,

repair or otherwise create derivative works,

compilations or collective works of the Services,

Actian Tools or software provided or accessible in

connection therewith.

6. YOUR RESPONSIBILITIES. You are responsible for

obtaining, maintaining, and supporting all internet

access, computer hardware, and other equipment and

services needed for access to the Services. You are

responsible for properly configuring and using the

Services and taking Your own steps to maintain

appropriate security, protection and backup of Your

Content, including using encryption technology to

protect Your Content from unauthorized access and

routinely archiving Your Content.

7. YOUR CONTENT. As used herein, “Content” means any

material, information or data, whether owned by You or

a third party, that is provided by You and with which

You use the Services to upload, store, manage or query.

As between Actian and You, all Content provided or

submitted by You to Actian through the Services,

remains Your sole property. You shall: (i) have sole

responsibility for the accuracy, quality, integrity,

legality, reliability, and appropriateness of all of

Your Content and (ii) use commercially reasonable

efforts to prevent unauthorized access to, or use of,

the Services, and notify Actian promptly of any such

unauthorized use. You hereby grant to Us, and We

hereby accept, the non-exclusive, non-sublicenseable

license to use, copy, store, modify and display Your

Content solely to the extent necessary to provide the

Services to You. You represent and warrant that:

(i) You or Your licensors own all right, title and

interest in and to Your Content or have all the rights

in the Content to use it and grant the rights

contemplated in this Agreement; (ii) no Content will

contain any malicious or hidden mechanisms or code for

the purpose of damaging or corrupting the Services or

CSV network; (iii) You will not use, or encourage,

promote, facilitate or instruct others to use, the

Services for any illegal, harmful or offensive use,

or transmit, store, display, distribute or otherwise

make available content that is illegal, harmful, or

offensive. You must abide by all applicable local,

state, national and foreign laws, treaties and

regulations in connection with Your use of the

Services, including those related to export

regulations, data privacy, international

communications and the transmission of technical or

personal data. You will not provide Actian with

access to any of Your Content that includes any

PII under this Agreement. You will ensure that any

PII transmitted through the Services by You will be

encrypted with enterprise standard encryption

technology prior to transmitting the PII through the

Services. You will not provide any keys to Actian

allowing Actian to decrypt the PII. As used herein,

“PII” means any information or data that identifies

an individual or from which an individual may be

identified, including, without limitation, an

individual’s name, address, telephone number,

driver’s license, identification card or passport

numbers, personal identification codes or numbers,

electronic mail names or addresses, financial account

information, credit card numbers, account numbers and

all “personal information,” “nonpublic personal

information,” personal health-related information, and

other similar information, however described, as

defined under applicable data privacy and security laws.

8. ACTIAN RESPONSIBILITIES. Actian shall use

commercially reasonable efforts to not disclose or

use Your Content except as reasonably necessary in

connection with providing the Services.

Notwithstanding the foregoing, Actian may disclose

Your Content if Actian determines that such action

is reasonably necessary: (a) to comply with the law,

regulatory requirements, or legal or regulatory

process; (b) to enforce this Agreement; (c) to comply

with Actian’s agreement with the CSV or as otherwise

required by the CSV, or (d) to respond to claims that

You are using the Services to perform or support

activities that violate the law or the rights of third

parties. Unless prohibited by law or legal process,

Actian will use its commercially reasonable efforts to

not disclose Content without giving You notice of the

request for such disclosure and a reasonable period of

time to respond to such request.

9. TERM AND TERMINATION. This Agreement will commence

on the date that You click the “Accept Software Terms”

button and will remain in effect unless earlier

terminated by You or Actian as provided below in this

Section (“Term”). You may terminate this Agreement at

any time with at least thirty (30) days prior written

notice. Without limiting any other remedies available

to it, Actian may immediately suspend access to the

Services and/or terminate this Agreement if: (a) You

breach any material provision of this Agreement;

(b) Actian determines that Your actions are likely to

cause legal liability for Actian or its suppliers and

other customers or Your use of the Services has

violated the CSV’s acceptable use policy; c) Your use

of the Services disrupts or poses a security risk to

the Services or any other third party or may harm the

CSV network, any third-party network or Actian’s

network; (d) You are using the Services for fraudulent

or illegal activities; (e) Actian’s continued provision

of any of the Services is prohibited by applicable law;

(f) CSV modifies the terms of its agreement with Us by

including new or amended terms that We refuse to accept,

(g) CSV modifies its offerings or technology in such a

way as to negatively affect the Services; (h) CSV

suspends or terminates its agreement to provide Actian

the CSV services for any reason; or (i) You have ceased

to operate in the ordinary course, made an assignment

for the benefit of creditors or similar disposition of

Your assets, or become the subject of any bankruptcy,

reorganization, liquidation, dissolution or similar

proceeding.

10. EFFECTS OF TERMINATION. If the Agreement is

terminated or expires, to the extent permitted by the

CSV, for a period of 30 days after the effective date

of termination or expiration: (a) We will not take any

action to intentionally erase Your Content stored

through the Services; (b) You may retrieve Your Content

stored through the Services; and (c) provided the

Agreement was not terminated for Your breach, We will

provide You with the same post-termination data

retrieval assistance that CSV generally makes available

to its customers during such thirty (30) day period.

Any additional post-termination assistance from Us is

subject to the mutual agreement of the parties,

including Your acceptance of any reasonable fees and

terms We specify for such assistance. Except as

provided in this Section, We will have no obligation

to continue to store or permit You to retrieve Your

Content following any termination or expiration of

this Agreement. Upon any expiration or termination of

this Agreement, except for the items in this Section

10 (a) through (c) above, the rights and licenses

granted hereunder will automatically terminate, and

You may not continue to use the Service. Actian will

have no liability for any costs, losses, damages, or

liabilities arising out of or related to Actian’s

termination of this Agreement. The provisions of

Sections 3, 4, 5, 7, 9-14, and 16 will survive

termination of this Agreement.

11. INDEMNITY. You will defend, indemnify and hold

Actian and its licensors harmless from and against

any loss, damage, liability or cost (including

reasonable attorneys’ fees) resulting from any third

party claim based on: (i) Your use of Content alone or

in combination with other applications, content or

processes, that infringes, misappropriates, or

violates the rights of, or has caused harm to, a

third party; (ii) a violation by You of Your

representations and warranties; (iii) a breach by You

or Your authorized users of this Agreement or

violation of applicable law; or (iv) a claim against

the CSV concerning a dispute between You and Us;

provided that Actian promptly notifies You in writing

of any and all such claims. In the event of any loss,

damage, liability or cost for which You are obligated

to indemnify Actian hereunder, You shall have sole

control of the defense and all related settlement

negotiations, and Actian shall reasonably cooperate

with You in the defense and/or settlement thereof at

Your expense; provided that Actian may participate in

such defense using its own counsel, at its own expense.

If We, CSV or either’s affiliates are obligated to

respond to a third-party subpoena or other compulsory

legal order or process resulting from any third-party

claim listed above, You will also reimburse such party

for reasonable attorneys’ fees, as well as such party’s

employees’ and contractors’ time and materials spent

responding to the third party subpoena or other

compulsory legal order or process at such party’s

then-current hourly rates. We may also assume control

of the defense and settlement of the claim at any time.

12. DISCLAIMER. The Services and Actian Tools are

provided “AS IS” and the entire risk as to satisfactory

performance, accuracy, and effort is with You. Actian

does not warrant that the operation of the Services or

Actian Tools will be error free or uninterrupted.

ACTIAN HEREBY DISCLAIMS ANY AND ALL WARRANTIES,

EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION

THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS

FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND

WARRANTIES ARISING OUT OF COURSE OF DEALING OR

USAGE OF TRADE.

13. LIMITATION OF LIABILITY. IN NO EVENT SHALL

ACTIAN'S AGGREGATE LIABILITY EXCEED THE GREATER OF

(I) $100 OR (II) AMOUNTS ACTUALLY PAID BY YOU IN THE

TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE

EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL

ACTIAN AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR

ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY,

INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY

TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE,

PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING

OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICES,

INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY

TO USE THE SERVICES, OR FOR ANY INFORMATION OBTAINED

FROM OR THROUGH THE SERVICES, ANY INTERRUPTION,

INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE,

EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT

(OR SUCH PARTY'S LICENSORS) HAVE BEEN PREVIOUSLY

ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE

FOREGOING EXCLUSION OF INCIDENTAL AND CONSEQUENTIAL

DAMAGES SHALL NOT APPLY TO THE EXTENT PROHIBITED BY

APPLICABLE LAW.

14. USAGE DATA. In addition to certain information

about You, including Your account information,

authorized user information, and services and support

information, that is needed to provide You with the

Services, Actian may maintain other information about

You, including the duration and frequency of Your use

of the Services and other usage data (collectively

“Usage Data”). Actian uses the Usage Data for internal

business purposes only, including improving, testing

and providing the Services and additional services.

Actian may disclose Usage Data in aggregate form (e.g.,

data aggregated from Your and other customers’ use of

the Services, but does not identify You or any other

customer) for promotion, statistical analysis, market

analysis, financial analysis, and other such purposes.

15. AMENDMENTS. Actian may modify the terms of this

Agreement or Services at any time. You will be given

notice of any amendments to this Agreement of the

Services. Actian may provide notice to You by means of

posting information or a link to it on the Site

applicable to the Services. Such notice shall be

deemed to have been given upon the expiration of

three days after posting, immediately upon display

on Your account login screen, or one day after emailing.

16. GENERAL. This Agreement is intended for the sole

and exclusive benefit of the parties and is not intended

to benefit any third party. Only the parties to this

Agreement may enforce it. Any action related to this

Agreement shall be governed by California law and

controlling U.S. federal law, and the choice of law

rules of any jurisdiction shall not apply. The

parties agree that the United Nations Convention on

Contracts for the International Sale of Goods shall

not apply to this Agreement. The venue for any claims

arising under this Agreement shall be the federal

courts located in the Northern District of California

or the state courts located in Santa Clara County,

California, and the parties agree to submit to the

exclusive jurisdiction of such courts. If any provision

of this Agreement is held by a court of competent

jurisdiction to be invalid or unenforceable, then

such provision(s) will be construed, as nearly as

possible, to reflect the intentions of the invalid or

unenforceable provision(s), with all other provisions

remaining in full force and effect. No joint venture,

partnership, employment, or agency relationship exists

between You and Actian as a result of this Agreement or

use of the Services. You may not assign, transfer, or

otherwise delegate any of Your rights, duties, or

obligations under this Agreement in whole or in part

without the prior written consent of Actian. Any

attempt to assign, transfer or otherwise delegate

any of Your rights, duties, or obligations under this

Agreement without the prior written consent of Actian

shall be void. Neither party shall be deemed in default

of this Agreement because of a delay or failure in

performance of its obligation resulting from any cause

beyond its reasonable control (a "Force Majeure"),

provided it gives reasonably prompt notice of the Force

Majeure condition to the other party and uses reasonable

efforts to mitigate the delay or failure. This Agreement

constitutes the complete and exclusive understanding and

agreement between the parties regarding its subject

matter and supersedes all prior or contemporaneous

agreements or understandings, written or oral, relating

to its subject matter. Any additional or different

terms in Your documents (including any terms contained

on ordering documents and purchase orders) shall not

apply and are hereby deemed to be material alterations

and notice of objection to, and rejection of them is

hereby given. No waiver of any provision of this

Agreement will be effective unless it is in writing

and signed by duly authorized representative of the

party against whom the waiver is to be asserted.

The failure by either party to enforce any provision

of this Agreement will not constitute a waiver of

future enforcement of that or any other provision.

17. ADDITIONAL TERMS FOR CSVs. “CSV” means a

third-party cloud service vendor which has entered a

contract with Us to provide cloud services to Us on

which the Services are based. For purposes of

Section 13 (“Limitation on Liability”) of the

Agreement, the term “Our suppliers” includes CSVs,

and for purposes of Section 11 (“Indemnity”) of the

Agreement, the term “licensors” includes CSVs.

Revised January 30, 2018