ACTIAN CORPORATION


DATACLOUD SERVICES AGREEMENT

April 2018


THIS DATACLOUD SERVICES AGREEMENT (THE "AGREEMENT") 

GOVERNS ALL SERVICES ("SERVICES") PROVIDED BY ACTIAN 

CORPORATION ("ACTIAN" OR "WE" OR "US") THROUGH THE 

WEBSITE LOCATED AT 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") PURSUANT TO ORDERS PLACED BY YOU WITH 

ACTIAN OR A THIRD PARTY AUTHORIZED BY ACTIAN TO RECEIVE 

ORDERS ON ORDER FORMS PROVIDED BY ACTIAN OR ITS 

AUTHORIZED THIRD PARTY THAT REFERENCE THIS AGREEMENT 

AND INCLUDE YOUR ORDER-SPECIFIC INFORMATION INCLUDING, 

BUT NOT LIMITED TO: YOUR BILLING INFORMATION, A LIST 

OF THE SERVICES ORDERED AND ANY APPLICABLE PRICING 

METRICS (SUCH AS THE NUMBER OF USERS, TIME PERIOD, 

AMOUNT OF DATA, ETC.) AND PRICE ("ORDER FORM(S)").  

YOU MUST HAVE ACCEPTANCE OF YOUR ORDER FORM FROM 

ACTIAN OR ITS AUTHORIZED THIRD PARTY IN ORDER TO USE 

THE SERVICES, AND EVEN THEN ONLY THE ORDER-SPECIFIC 

INFORMATION ON THE ORDER FORM SHALL APPLY. IN THE 

EVENT OF A CONFLICT OR INCONSISTENCY BETWEEN AN ORDER 

FORM AND THIS AGREEMENT, THE TERMS OF THIS AGREEMENT 

SHALL CONTROL.


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" BUTTON OR 

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.  IF YOU HAVE ENTERED 

INTO A SEPARATE SIGNED AGREEMENT WITH ACTIAN GOVERNING 

YOUR USE OF THE SERVICES, TO THE EXTENT OF A CONFLICT, 

THE SEPARATE SIGNED AGREEMENT WILL GOVERN.


1.  TRIAL OR BETA VERSIONS.  If You are registering 

to use the Services for a trial period or are 

registering to use a beta version of the Services, 

You may only use the Services for internal evaluation 

purposes during the applicable trial or beta Term.  

Provisions in this Agreement regarding support and 

Available Access Time do not apply to trials or beta 

versions of the Services.


2.  SERVICES.  Subject to Your compliance with the 

terms and conditions of this Agreement, including 

without limitation Your payment of the applicable 

fees for the use of the Services ("Fees"), Actian 

grants You a nonexclusive, nontransferable, 

revocable, limited license during the Term 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, or sell, resell, 

distribute, loan, encumber, transfer, sublicense, 

rent, lease, or otherwise allow third parties to 

access the Services. You will adhere to all laws, 

rules, and regulations applicable to Your use of 

the Services.


3.  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, including without 

limitation Your payment of all applicable Fees, 

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.


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

Services or Actian Tools except as expressly 

authorized in this Agreement and Your Order Form; 

(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 (other 

than for trial purposes), 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, (vii) download or export from the Site any 

Actian software or software images or disks connected 

with the Services unless You have purchased the 

requisite licenses from Actian or an authorized 

Third Party to use such software images; or 

(viii) 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.


5.  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.


6.  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 

copyright, trademark, and other proprietary rights 

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.


7.  FEES AND BILLING.  In order to access and use the 

Services, You are required to pay to Actian (or a 

third party authorized by Actian to receive payment) 

the applicable Fees for the Services that You 

ordered.  Depending on the Services and payment 

options made available by Actian or its authorized 

third party and selected by You, Fees may include 

one-time charges, hourly, monthly, quarterly, or 

annually recurring charges, and usage-based charges. 

Payment terms will be set forth in the Order with 

Actian or the third party authorized by Actian to 

receive payment. Payments must be made in US dollars. 

Fees are exclusive of all taxes, levies, and duties 

imposed by taxing authorities, and You are responsible 

for all such taxes, excluding taxes based solely on 

Actian's income.  Any billing disputes must be 

reported to Actian or its authorized third party in 

writing within thirty (30) days of the date of the 

invoice.  All Fees are nonrefundable. Actian reserves 

the right to charge a reconnection fee if Your 

Services are suspended or if You terminate this 

Agreement and re-order Services within three months 

from the termination date.  If any amount is more 

than thirty (30) days overdue, Actian may suspend 

Services until all overdue amounts are paid in full.


8.  USER ACCOUNTS.  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.


9.  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, nonsublicenseable 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 

DataCloud 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.


10.  ACTIAN RESPONSIBILITIES.  Actian shall use 

commercially reasonable efforts to: (i) not disclose 

or use Your Content except as reasonably necessary in 

connection with providing the DataCloud 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.

(ii) maintain the security and integrity of the 

Services; (iii) provide support procured on the Order 

Form or included in the Services; (iv) ensure that 

the Services are available and performing 

substantially in accordance with the online help 

documentation with an Available Access Time of 99.9% 

over each monthly period during the Term.  

"Available Access Time" means twenty-four (24) hours 

per day, seven (7) days per week, except for: 

(1) planned down time and (2) down time caused by 

circumstances beyond Actian's reasonable control, 

including without limitation, acts of God, acts of 

government, flood, fire, earthquake, civil unrest, 

acts of terror, strike or labor problems, problems 

with software, hardware, telecommunications lines, 

network connections, or other equipment not within 

Actian's possession or reasonable control, or denial 

of service attacks.  In the event Customer cannot 

access the Services for four (4) or more hours of the 

99.9% Available Access Time in any one (1) calendar 

month, Actian will issue a credit to You in an amount 

equal to one (1) day of Services for each increment 

of four (4) hours of such unavailable time in that 

month ("Service Credit").  To qualify for a Service 

Credit, You must request such Service Credit from 

Actian via a FAX or e-mail within three (3) days 

after the end of the applicable month using a form 

supplied by Actian.  The maximum number of Service 

Credits that may be credited for any reason to You 

will be seven (7) Service Credits in any one 

Services month.  Your sole and exclusive remedy, 

and Actian's sole liability, for Actian's failure 

to provide the DataCloud Services or to meet the 

Available Access Time or otherwise provide the 

Services in accordance with this Agreement shall 

be the provision of Service Credits to You as 

described herein. 


11.  TERM AND TERMINATION.  This Agreement will 

commence on the date that You click the "Accept" 

button (unless a different effective date is 

specified in the Order Form in which case the 

effective date in the Order Form will apply as the 

start date for the Agreement) and will remain in 

effect for the period for which You have paid for 

the Services ("Term"), unless earlier terminated by 

You or Actian as provided below in this Section. If 

You are accessing trial or beta versions of the 

Service under Section 1 above, the Term will 

automatically terminate at the end of the applicable 

trial or beta period specified by Actian, or if no 

trial or beta period is specified by Actian, then 

thirty (30) days from the date that You click the 

"Accept" button.  You may terminate this Agreement 

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

written notice.  However, in the case of such 

termination by You, all Fees paid by You under this 

Agreement are nonrefundable, including, but not 

limited to, any portion of fees paid in advance by 

You for the Services. Also, such termination by You 

shall not relieve You of Your obligation to pay any 

Fees accrued or payable to Actian relating to the 

Services prior to the effective date of termination, 

and You shall immediately pay to Actian all such 

Fees upon the effective date of termination.  

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 that, (if it is capable of being cured) 

is not cured within fifteen (15) days from written 

notice to You; (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. If 

Your use of or access to the Services is suspended: 

(a) You remain responsible for all fees and charges 

You have incurred through the date of suspension; 

(b) You remain responsible for any applicable fees 

and charges for any Services to which You continue 

to have access, as well as applicable data storage 

fees and charges, and fees and charges for 

in-process tasks completed after the date of 

suspension; and (c) You will not be entitled to 

any service credits under the Service Level 

Agreements for any period of suspension.


12.  EFFECTS OF TERMINATION.  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 12 (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 4, 5, 6, 7, 

9, 11-16, and 18 will survive termination of this 

Agreement.


13.  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.


14.  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.


15.  LIMITATION OF LIABILITY.  IN NO EVENT SHALL 

ACTIAN'S AGGREGATE LIABILITY EXCEED THE AMOUNTS 

ACTUALLY PAID BY AND/OR DUE FROM 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.


16.  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.


17.  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. In the event that CSV modifies the terms of 

its agreements with Us (or We change the particular 

CSV on which the Services are based), You acknowledge 

and agree that We may modify the terms of this 

Agreement to conform to the changed CSV terms, and 

such changes shall be effective at the time the 

changes in Our agreement with the CSV (or the new 

CSV's terms) become effective. Actian may provide 

notice to You by means of (i) posting information or 

a link to it on the Actian website applicable to the 

Services, (ii) a general notice on Your account 

login screen, or (iii) by email to Your e-mail 

address on record under Your account.  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.


18.  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 party 

to any individual, firm or corporation 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. Except with respect to the obligation to pay 

fees when due hereunder, 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 and any Order Forms constitute the 

complete and exclusive understanding and agreement 

between the parties regarding their subject matter 

and supersede all prior or contemporaneous 

agreements or understandings, written or oral, 

relating to their 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.


19.  ADDITIONAL TERMS FOR CSVs.  a) "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 15 ("Limitation on Liability") of the 

Agreement, the term "Our suppliers" includes CSVs, 

and for purposes of Section 13 ("Indemnity") of the 

Agreement, the term "licensors" includes CSVs. 

b) "Service Level Agreement" means the service 

level agreement that We offer with respect to the 

Services for the specific CSV on which the Services 

are based, and which is provided in this Agreement 

or on Our website.


Revised April 3, 2018