ACTIAN CORPORATION

AVALANCHE SERVICES AGREEMENT

THIS AVALANCHE SERVICES AGREEMENT (THE "AGREEMENT") 
GOVERNS ALL SERVICES ("SERVICES") PROVIDED BY ACTIAN 
CORPORATION ("ACTIAN" OR "WE" OR "US") THROUGH THE 
WEBSITE LOCATED AT 
https://avalanche.actiandatacloud.com OR 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 AND SUPPORT.  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. 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. Actian may make support 
available for the Services. The details of such 
support for the Services can be found at 
http://supportservices.actian.com/support-services/
support#policy. We may suspend or terminate support 
services for the Services in the event that You do 
not pay fees for Support Services when due. You may 
not use or access Support Services for the benefit 
of a third party, or provide access to or permit use 
of support services by a third party.

4.  RESTRICTIONS.  You agree not to: (i) use the 
Services, Support 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. In addition, a data limit of one 
terabyte (1 TB) applies to data exported out of the 
Services by any means each month, including 
query results, calculated as a cumulative value 
across all Your Avalanche clusters. If the data 
transferred out of the Services exceeds this monthly 
1 TB limit, Actian reserves the right to either 
suspend Your Services or impose additional charges 
for exceeding the data limit.

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 
and protection 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; 
and (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. By using the Services, You agree 
to and are bound by the terms and conditions of the 
Actian Data Processing Addendum ("DPA"), which can be 
found at http://esdcdn.actian.com/DataCloud_Docs/ACTIAN-
DATA-PROCESSING-ADDENDUM-DataCloud-Services.htm, and 
such DPA is incorporated by reference into 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.

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 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 99.5% 
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 
99.5% 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 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 RELATED 
TO THE SERVICES, ACTIAN TOOLS OR THIS AGREEMENT, 
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 and those amendments 
shall be effective at the time notice is given. 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. This 
Agreement and 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.

Updated April 10, 2019