EULA

Documentation Index

Fetch the complete documentation index at: https://docs.vectoraidb.actian.com/llms.txt

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1. ​

   DEFINITIONS

   1.1 “Client Software” means software You may obtain from a third party that connects the Software. 1.2 “Documentation” means the user documentation and any sample code supplied by Us. 1.3 “Order” means a document typically titled “Order” that is executed by the parties or is electronically provided to You by Us, that refers to this Agreement and describes in greater detail Your order-specific information and use restrictions including, but not limited to: Your billing information, lists of Products and Support Services ordered, permitted number of cores with which the Products can be used, and pricing. Such Order(s) is (are) hereby incorporated into this Agreement by reference. 1.4 “Software” means all or any portion of the commercially and generally available proprietary VectorAI DB object code referenced in this Agreement and any Updates that may be made available to You by Actian, in its discretion, during the term of this Agreement. The term “Software” shall not include any source code. 1.5 “Support Services” means support services for the Server Software and Client Software. 1.6 “Updates” means a subsequent version to the Software provided to You at Our discretion. 1.7 “VectorAI DB Community Edition” means the Software that is downloaded or otherwise received from Actian and limited to a Vector Count of 5,000.

2. ​

   LICENSE

   Conditioned on Your compliance with the terms and conditions of this Agreement, Actian grants to You a nonexclusive, nontransferable, nonsublicensable and revocable right to (i) use the Software and Documentation in accordance with the usage limits in the Order to embed within Your application for use by Your customers; and (ii) use the Client Software and Documentation in connection with Your use of the Software.

3. ​

   PRODUCT OWNERSHIP.

   The copies of Software provided hereunder are licensed, not sold, and all intellectual property rights and title to Software and Documentation shall remain with Us and no interest or ownership therein is conveyed to You. No right to create a copyrightable work, whether joint or unitary, is granted or implied; this includes works that modify (even for purposes of error correction), adapt, or translate the Software or create derivative works, compilations, or collective works therefrom. You shall not attempt to circumvent any Vector Count limits or other license, timing or use restrictions that are built into the Software. Certain items of software code provided along with the Software are subject to “open source” licenses (“Third Party Code”) provided with the Products. The Third Party Code is not subject to the terms and conditions of this Agreement, except for Section 9 of this Agreement. Nothing in this Agreement limits Customer’s rights under, or grants Customer rights that supersede the terms and conditions of any applicable license for the Third Party Code, including any rights to copy, modify or distribute Third Party Code under the applicable license. You are hereby notified that the Products may contain time-bomb, counter devices, and/or other devices intended to ensure the limits of a particular license will not be exceeded (“Limiting Devices”). You will not remove or in any manner alter or obscure the copyright, trademark, and other proprietary rights notices of Actian and its licensors appearing on the Server Software or documentation. You will have no right to register or seek to register any of Actian’s or its licensors’ trademarks, service marks, or trade names, or add any other notices or markings to the Software or Documentation.

4. ​

   RESTRICTIONS

   4.1 No Rental, No Commercial Hosting; Other Limitations. Except as expressly authorized in this Agreement, You will not use, rent, lease, sublicense, distribute, transfer, copy, reproduce, display, modify, create derivative works of, or time share the Software or Documentation or any part thereof. You may use the Software and Documentation solely for Your internal business purposes in accordance with the Documentation to embed within Your application for use by Your customers. 4.2 Protection of Software. You will take all reasonable steps to protect the Software and Documentation from unauthorized copying or use. The Software represents and embodies trade secrets of Actian. The source code and embodied trade secrets are not licensed to You and any modification or addition thereto, or deletion therefrom is strictly prohibited. You will not disassemble, decompile, or otherwise reverse engineer the Software.

5. ​

   VALIDATION.

   Actian will perform license validation on a periodic basis, when the Software is restarted and may also occur during Software installation, un-installation, updates and license management activities. A validation failure could result in automatic suspension of the Software. Suspension recovery instructions are found in the Documentation.

6. ​

   SUPPORT AND ADDITIONAL SERVICES.

   6.1 Support Services. The details of the Support Services can be found at https://communities.actian.com/s/supportservices/policy. You may not use or access support services: (i) for a Software not covered in a then-current Order. 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. 6.2 Additional Services. Consulting services or training may be obtained by You on an as-available basis and at mutually agreed rates in accordance with a separate agreement. Should We agree to provide consulting services, the payment of the Software fees under this Agreement shall not be contingent under any circumstances upon the performance of any such services including installation and implementation services. 6.3 Availability. There are no support services available from Actian for the VectorAI DB Community Edition.

7. ​

   FEES; TAXES; PAYMENT TERMS; PURCHASE ORDERS; SHIPPING.

   7.1 Fees. Fees or other charges shall be as specified in an Order. All amounts payable under this Agreement shall be payable in advance, and shall be non-refundable and not subject to set off or deduction by You. 7.2 Taxes. Our fees are exclusive of, and You are responsible for, duties and taxes (other than taxes on Our income). 7.3 Invoicing and Payment. All payments of fees and charges under this Agreement shall be made in U.S. dollars in advance or within thirty (30) days of the date of the applicable invoice sent to You by Us. Any amount payable by You to Us hereunder which is past due may be subject to a late payment charge equal to one and a half percent (1.5%) per month, or the highest rate permitted by law, whichever is less. The receipt or request for payment of such amounts shall not prejudice Our rights with respect to Your failure to pay on the due date. 7.4 Orders and Shipping. We have no obligation to accept Purchase Orders. Any fulfillment of Purchase Orders shall be solely in accordance with the terms of this Agreement and We expressly reject any conflicting terms and conditions in Your Purchase Order. Delivery will be by electronic and all Software shall be deemed accepted by You immediately upon download.

8. ​

   LIMITED WARRANTY

   8.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SOFTWARE IS PROVIDED “AS IS,” AND WE DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY (I) OF MERCHANTABILITY OR SUITABILITY, (II) OF FITNESS FOR A PARTICULAR PURPOSE, OR (III) OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS. WE DO NOT WARRANT THAT ANY SOFTWARE WILL BE PROVIDED ERROR FREE, WILL OPERATE WITHOUT INTERRUPTION OR THAT ANY SOFTWARE WILL FULFILL YOUR REQUIREMENTS. TO THE EXTENT THAT LICENSOR CANNOT DISCLAIM ANY SUCH WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM REQUIRED UNDER SUCH LAW.

9. ​

   LIMITATION OF LIABILITY

   To the maximum extent permitted by applicable law, in no event will We or Our Suppliers be liable to You or any third party for any indirect, special, incidental, consequential or punitive damages arising out of or related to this Agreement, including without limitation, any lost profits or revenues, loss or inaccuracy of any data, or cost of substitute goods, regardless of the theory of liability (including negligence) and even if We have been advised of the possibility of such damages. We and Our suppliers’ aggregate liability to You or any third party for any cause whatsoever shall not exceed the total fees paid by You to Us under this Agreement during the 12 months preceding the date that the claim arose. In no event shall You raise any claim under this Agreement more than 2 years after (i) the discovery of the circumstances giving rise to such claim; or (ii) the effective date of the termination of this Agreement. The limitations in this Section shall apply even if any remedy fails of its essential purpose. Nothing in this Agreement shall exclude or limit either party’s liability for death or personal injury caused by that party’s negligent act or omission or by willful default.

10. ​

    TERM AND TERMINATION.

    This Agreement is effective from the date You download or install the Software and will remain in force until terminated. This Agreement will terminate immediately without notice from Actian if You fail to comply with any terms of this Agreement. Upon termination of this Agreement by Actian, You will destroy all copies of the Software and Documentation, and upon request, You will certify such destruction to Actian. Sections 1, 3, 4, 7, 9, 10 and 11 of this Agreement will survive any termination or expiration of the Agreement.

11. ​

    GENERAL CONDITIONS

    11.1 Confidential Information. Each party receiving Confidential Information (“Recipient”) shall retain in confidence and require its employees, agents, and contractors to retain in confidence all Confidential Information of the other party (“Discloser”). “Confidential Information” means (i) for Us: the terms and conditions of this Agreement, all financial terms and conditions contained in Our quotation, and the Products as well as results of any Product benchmark or similar tests (whether performed by Us, You, or any third party); and (ii) for either party: any information, in written or other tangible form, which has been conspicuously marked by Discloser as “confidential” or “proprietary” or if not so marked, if it should reasonably be regarded as confidential due to the nature of the information being disclosed. Recipient shall protect Discloser’s Confidential Information in the same manner Recipient protects its own Confidential Information of similar importance, but in no event with less than reasonable care. Confidential Information shall remain the sole property of the Discloser and shall not be disclosed to any third party (except, solely to employees, attorneys, consultants, and subsidiaries, who need to know and are bound by a written agreement with Recipient to maintain the confidentiality of such Confidential Information in a manner consistent with this Agreement) or used except as permitted under this Agreement. Confidential Information shall not include any information that: (i) is or becomes publicly known without the Recipient’s breach of any obligations owed to the Discloser; (ii) is rightfully disclosed to the Recipient from a source other than the Discloser without a breach of an obligation of confidentiality; or (iii) is independently developed by the Recipient without any access to the Discloser’s Confidential Information. Notwithstanding the foregoing, We may disclose that You are Our customer. In addition, either party may disclose information in compliance with applicable law or a court order, provided the Discloser is given reasonably prompt notice thereof and the Recipient provides cooperation and assistance in any attempt to prevent or limit such disclosure. The obligations set forth herein with respect to Confidential Information shall continue in full force and effect for a period of three (3) years after the date of termination of this Agreement. 11.2 Relationship of the Parties. This Agreement is not intended to and shall not create a relationship such as a partnership, franchise, joint venture, fiduciary, agency or employment relationship. Neither party may act in a manner that expresses or implies a relationship other than that of independent contractor, nor bind the other party. 11.3 Governing Law and Venue. 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. All disputes arising out of or relating to this Agreement shall be brought exclusively in 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 and venue of such courts. Notwithstanding the foregoing, a party may enforce any judgment rendered by such court in any court of competent jurisdiction, and Actian may seek injunctive or other equitable relief in any jurisdiction in order to protect its intellectual property rights. 11.4 Assignment. Neither this Agreement nor any right, obligation, or Product licensed hereunder may be assigned by You without Our prior written consent. Any purported assignment, including in case of a merger, acquisition or change of control or purchase of more than fifty percent or more of Your assets in violation of the foregoing is void. Subject to the foregoing, the provisions of this Agreement shall be binding upon and inure to the benefit of the parties, and their permitted successors and assigns. 11.5 Severability. If any provision of this Agreement is declared unlawful, void, or unenforceable, then that provision shall be limited to the extent enforceable, or otherwise severed, and will not affect the validity and enforceability of the remaining provisions. 11.6 Audits. During the term of this Agreement and continuing until two years after termination or expiration, We, or Our designated agent, may, upon five (5) working days’ prior written notice to You, inspect any of Your facilities where Products are used either physically or virtually and audit records for the purpose of confirming Your use of the Products and Your compliance with this Agreement. We may perform only one formal audit per twelve (12) month period unless a previous audit reveals a discrepancy. This section survives termination of this Agreement for two (2) years. 11.7 Product Export. Any person or entity exporting or re-exporting Products or services directly or indirectly and via any means, including electronic transfer, is wholly responsible for doing so in accordance with the U.S. Export Administration Regulations and the laws of host countries and You agree to comply strictly with all such laws and regulations. We assume no responsibility or liability for Your failure to obtain any necessary export approvals. Specifically, no Product or services may be exported to embargoed or otherwise restricted countries or end-users. This provision shall survive the expiration or earlier termination of this Agreement. 11.8 Force Majeure. 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. 11.9 Notices. Any notices required or permitted to be given hereunder shall be delivered by personal delivery, express courier, or recorded delivery, postage prepaid, return receipt requested, to a party’s address set forth in an Order, or if to You to Your headquarters or to Us to: Actian Corporation Attn: Legal Department, 710 Hesters Crossing Road, Suite 250, Round Rock, TX 78681. A notice shall be deemed effective when actually delivered. Either party may change its address for purposes of this Agreement by written notice given in accordance herewith. 11.10 Marketing. Except if required to do so by the Securities Exchange Commission, regulatory authority or similar body, neither party shall provide copies of this Agreement or otherwise disclose its terms to any third party, without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed. The parties agree that within thirty (30) days of the Effective Date We may issue a press announcement describing the relationship of the parties. You agree to allow Us to reference and identify You, and use Your logo in Our advertising, sales promotion, press releases, public filings, website usage, and other publicity matters relating to the Products furnished and/or the related Support Services performed pursuant to this Agreement, so long as such use is without any modification of Your name, mark, or logo. You agree to act as a “Reference Account” for Us. In such cases where You have agreed to serve as a “Reference Account,” We shall be allowed to refer other customers, potential customers, press, analysts, etc., to Your executives, who are familiar with Your relationship with Us, to act as a reference for Us. 11.11 U.S. Government End Users. The software is “commercial items” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the software with only those rights set forth under this Agreement. Any technical data provided that is not covered by the above provisions shall be deemed “technical data-commercial items” pursuant to 48 C.F.R. 252.227.7015(a). Any use, modification, reproduction, release, performance, display or disclosure of such technical data shall be governed by the terms of 48 C.F.R. 252.227.7015(b). 11.12 High Risk Activities. The Products are not fault-tolerant and not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Product could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). We and Our suppliers specifically disclaim any express or implied warranty of fitness for High Risk Activities. 11.13 Third Party Rights. Notwithstanding any other provision in this Agreement, nothing in this Agreement shall create or confer any rights or other benefits in favor of any person not a party hereto. 11.14 Injunctive Relief. You acknowledge that the Products contain Our and Our licensees’ valuable trade secrets and proprietary information and that any actual or threatened disclosure or unauthorized use or distribution of the Products or Our or Our licensees’ Confidential Information will constitute immediate and irreparable harm to Us for which monetary damages would be an inadequate remedy and entitle Us to immediate injunctive relief without the need to post a bond or show actual monetary damages. 11.15 Operating System. It is Your responsibility to fully comply with applicable license agreements for any operating systems or other software You may use with the Software. 11.16 English is the controlling language of this Agreement. 11.17 Integration and Amendment. This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous conditions, agreements, communications or representations, whether oral or written, relating to the subject matter hereof. Neither party has relied on any statement or representation by an employee or agent of the other party in entering into this Agreement. Any additional or different terms in Your documents (including any terms contained on 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. Except as permitted herein, this Agreement may not be modified, or any term or condition waived except in writing signed by a duly authorized representative of each party. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provision hereof. Headings are for convenience only and shall not affect the interpretation of any provision hereunder.