This is a legal agreement between you (personally and/or as an authorized representative of your employer or a legal entity) (“Beta Customer” or “You”) and InfluxData Inc. (“InfluxData”). This InfluxDB Cloud 2.0 Beta Agreement (the “Agreement”) sets forth the terms by which You may use InfluxDB Cloud 2.0 and any related user documentation made available to You by InfluxData (“Beta Offering”). By downloading or using the Beta Offering or by checking the “I agree” box, You agree to all of the terms of this Agreement (“Effective Date”). If You do not agree to the terms of this Agreement, do not download or use the Beta Offering.
1.1 “Beta Offering Period” begins on the Effective Date, and unless earlier terminated by You in accordance with Section 10, will automatically terminate upon the release of a generally available version of the Beta Offering or upon written notice (which can include email) by InfluxData.
1.2 “Feedback” means all ideas, feedback, suggestions, requests, questions, comments, and results pursuant to Your accessing, using, testing and evaluation of the Beta Offering including without limitation any defects, errors or other issues You may report about the Beta Offering.
1.3. “Personal Information” means personally identifiable information of an individual person that is required to be protected by applicable law.
2. License Grants.
During the Beta Offering Period, InfluxData grants You a limited, temporary, revocable, non-exclusive and non-transferable license to access, use and test the Beta Offering. You may not provide InfluxData with Personal Information or upload Personal Information to the Beta Offering without InfluxData’s express prior written consent in each instance. You acknowledge and agree that: (i) the Beta Offering requires access to and use of the internet; (ii) the internet is public and InfluxData exerts no control over the internet; and (iii) InfluxData does not have responsibility for operating or maintaining Your servers and Your connection to the internet to access and utilize the Beta Offering.
You will not, directly or indirectly: (a) modify, disassemble, decompile or reverse engineer the Beta Offering; (b) copy or otherwise reproduce the Beta Offering, in whole or in part; (c) create any derivative works of the Beta Offering; (d) remove, modify or otherwise tamper with notices or legends on the Beta Offering; (e) use the Beta Offering in any manner to provide service bureau, time sharing or other computer services to third parties; (f) sublicense, resell, rent, lease, distribute, market or commercialize the Beta Offering or use the Beta Offering in a production, or non-testing, environment; or (g) use the Beta Offering in a way that does not comply with the InfluxData Acceptable Use Policy located at https://www.influxdata.com/legal. InfluxData is under no obligation to develop, maintain or market the Beta Offering or to release production or general availability versions. Future versions of the Beta Offering, if any, may not be compatible with the current evaluation version of the Beta Offering. If InfluxData releases a generally available version of the Beta Offering, Your access to and use of the generally available version will be subject to the execution or acceptance of a separate agreement.
InfluxData is under no obligation to provide support; however, InfluxData may at its sole discretion elect to provide certain support for the Beta Offering. Any updates or support deliverables provided by InfluxData, if any, are included in the definition of “Beta Offering” for purposes of this Agreement.
In consideration for providing the Beta Offering, You understand and agree that InfluxData will be reviewing, monitoring and collecting data about the performance of, and Your use of, the Beta Offering. You agree to promptly report to InfluxData all Feedback regarding the Beta Offering. You assign and agree to assign to InfluxData all rights, title and interest worldwide in and to any Feedback and the related intellectual property rights embodied therein and agree to assist InfluxData in perfecting and enforcing such rights.
7. Confidentiality Obligations.
You understand and agree that the Beta Offering is not publicly released and therefore the Feedback, the Beta Offering itself, information concerning current or future features and functionality, performance, user interfaces, design details, specifications, and structure of the Beta Offering, future product and services direction, research, development, business forecasts, sales information and marketing plans are all InfluxData Confidential Information (“Confidential Information”). You shall, both during the term of this Agreement and at all times thereafter, keep in confidence and trust all of Confidential Information provided to You. You and InfluxData, as applicable, shall not use Confidential Information and Your information, other than as necessary to exercise its rights under this Agreement. You and InfluxData, as applicable, shall take all reasonable steps to prevent unauthorized disclosure or use of the Confidential Information, or Your information, and to prevent it from falling into the public domain or into the possession of unauthorized persons. You shall not disclose Confidential Information to any person or entity other than its officers, employees and consultants who need access to such Confidential Information in order to effect the intent of this Agreement and who have entered into written confidentiality agreements with You which protect Confidential Information containing terms and conditions at least as protective of InfluxData. These obligations shall not apply to information to the extent that such information: (a) is, or, through no act or failure to act of You; (b) becomes publicly known; or (c) is approved for release by written authorization of InfluxData.
8. Ownership; Assignment.
InfluxData owns all rights, title and interest in and to the Beta Offering (including any and all modifications thereto) and its Confidential Information, including all intellectual property rights associated therewith or embodied therein. InfluxData reserves all rights not expressly granted herein.
9. No Warranty; Limitation of Liability.
The Beta Offering is prerelease and is not bug or error free or at the level of performance or compatibility of a final, generally available product offering. The Beta Offering may not operate correctly and may be substantially modified by InfluxData prior to being made commercially available, or, withdrawn by InfluxData completely. The entire risk arising out of the use or performance of the Beta Offering remains with You and You shall have sole responsibility for adequate protection and backup of its Data or equipment used in connection with the Beta Offering. You understand and agree that InfluxData makes no representation or warranties regarding use of the Beta Offering and InfluxData shall have no liability for lost data, incomplete data, inaccurate input, work delay, lost profits or adverse effect on the performance of the Services resulting from the use of the Beta Offering. The Beta Offering is provided on an “AS IS” basis and without warranty. INFLUXDATA HEREBY DISCLAIMS ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, RELATING TO THE BETA OFFERING, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL INFLUXDATA BE LIABLE TO YOU FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) ARISING OUT OF THE USE OF THE BETA OFFERING REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF INFLUXDATA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. INFLUXDATA’S AGGREGATE LIABILITY FOR ANY BETA OFFERING WILL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAY INFLUXDATA UNDER THIS AGREEMENT FOR THE BETA OFFERING THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE CLAIM. This limitation shall apply notwithstanding any failure of essential purpose of any limited remedy.
10. Term and Termination.
You may terminate this Agreement at any time and for any reason on 10 days written notice (which can include email) to InfluxData. Upon any termination of this Agreement (a) You shall immediately cease the use of all of the Beta Offering; (b) You shall return to or destroy any Confidential Information provided connection with this Agreement that’s in Your possession and control within 15 days after the effective date of such termination and upon request, certify in writing that You have complied with these obligations; and (c) Your Data used in the Beta Offering may be deleted or inaccessible. The provisions of Sections 3-9 and Sections 11-12 survive any termination or expiration of this Agreement.
In conjunction with Your Beta Offering participation, You agree to: (i) provide material, statistics, or information that is not deemed confidential to Your business for use in press releases and customer testimonials; (ii) serve as a reference in marketing and sales initiatives by InfluxData; and (iii) provide a quote to InfluxData that may be used in a press release and/or on InfluxData owned, operated or controlled websites, all subject to Your reasonable approval, not to be unreasonably withheld or delayed.
12. General Provisions.
You shall not import, export, or re-export, directly or indirectly, any commodity (including, without limitation, the Beta Offering or related information) to any country in violation of the laws and regulations of any applicable jurisdiction. This Agreement will be governed by the laws of the State of California without regard to its conflict of law rules. The parties agree to the exclusive jurisdiction of the state and federal courts located in the City and County of San Francisco, CA, for any disputes related to this Agreement. This Agreement is not assignable or transferable, in whole or in part, by You, whether involuntarily, by merger, operation of law or otherwise without InfluxData’s prior written consent. No amendment to this Beta Agreement will be binding unless evidenced by a writing signed by an authorized representative of the party against whom it is sought to be enforced. A waiver of any default hereunder or of any of the terms and conditions of this Agreement shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed. The exercise of any right or remedy provided in this Agreement shall be without prejudice to the right to exercise any other right or remedy provided by law or equity, except as expressly limited by this Agreement. In the event any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed from the remainder of this Agreement, and such remainder will remain in force and effect. All notices will be deemed to have been given when received by the addressee. This Agreement constitutes the entire agreement between the parties relating to the Beta Offering and supersedes all prior and simultaneous representations, discussions, negotiations and agreements, whether written or oral, between the parties, relating to the Beta Offering.