CloudVector Software License Agreement

Version Change Effective Date: January 1, 2020

This license agreement (the “Agreement”) is made between you as an individual or a company or an organization, not including its affiliates or wholly owned subsidiaries (“You”) and ArecaBay, Inc, dba CloudVector (“CloudVector”). This Agreement establishes the terms under which CloudVector will license the Software (as defined below) to You and establishes the terms under which You may use the Software. This Agreement does not obligate CloudVector to provide You any Maintenance and Support, nor does it permit Redistribution each of which requires a separate agreement with CloudVector.
For more information on these types of agreements, please visit www.CloudVector.com. The intent of this Agreement is to allow CloudVector to maintain control over the deployment of the Software while allowing its use in a limited manner. If the terms and conditions of this Agreement do not permit Your intended use of the Software, or existing use of the Software if You are using it when this form of the Agreement becomes effective, or if You require clarification regarding the scope of Your intended use of the Software, please contact sales@CloudVector.com.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE INSTALLING OR USING THE SOFTWARE. BY CLICKING ON “YES, ACCEPT” OR BY INSTALLING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A PERSON, YOUR ACCEPTANCE REPRESENTS THAT YOU HAVE THE AUTHORITY TO BIND SUCH PERSON TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, IN WHICH CASE “YOU” OR “YOUR” WILL REFER TO THE PERSON ON BEHALF OF WHICH YOU ACT (“YOUR ENTITY”). IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT OR IF YOU DO NOT HAVE THE AUTHORITY TO BIND YOUR ENTITY, YOU HAVE NO RIGHT TO INSTALL OR USE THE SOFTWARE AND YOU SHOULD RETURN or DELETE THE SOFTWARE.

    1. Definitions.

“Included Code” means source code contained within the Software that is licensed under an open source license.

“Confidential Information” means all information designated in writing as confidential by each party, or which under the circumstances of disclosure reasonably ought to be considered as confidential. Without limiting the foregoing, CloudVector Confidential Information includes the Software, including all source and object code, and all associated documentation, but not Included Code.
"Maintenance and Support" means maintenance and support for the Software provided by CloudVector under separate terms, if any.

“Person” means any individual, sole proprietorship, partnership, firm, entity, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate or governmental or regulatory authority, and where the context requires, any of the foregoing when they are acting as trustee, executor, administrator or other legal representative.

“Redistribute” means any distribution in any manner to, and/or use of the Software by, others inside or outside Your organization and distribution and/or use of the Software outside Your organization in any manner, including to provide content or functionality to others through external-facing servers or internal-facing servers.

“Software” means any software provided by CloudVector and the accompanying materials including, but not limited to, source code, binary executables, documentation, images and scripts, which are distributed by CloudVector, and derivatives of that collection and/or those files.

“Software Materials” means any associated media, printed materials and online or electronic documentation that may be provided by CloudVector with respect to the Software.

“User Data” means all information and data collected by the Software or otherwise transmitted by the Software or You to CloudVector, including Your name, title, organization, email address, IP address to which the Software is downloaded, and diagnostic and health information of the Software.

    2. License Grant.

        (a) Subject to the terms and conditions of this Agreement, CloudVector hereby grants to You, for a limited time, a limited, worldwide, paid up, free-of-charge, non-exclusive, non-transferable, non-assignable, not Redistributable, and non-sublicensable license to install and use the Software, in accordance with the limitations and restrictions set forth in this Agreement. You may not Redistribute the Software in any manner. You may copy the Software for archival purposes or as necessary to use the Software as authorized in this section.

Restrictions.

        (b) Except as expressly provided in this Agreement, You may not:

            (i) transfer, assign, sublicense, resell, or rent the Software;
            (ii) modify or translate the Software to discover the source code of the Software or create a functional equivalent of the Software;
            (iii) reverse engineer, decompile, or disassemble (except as and only to the extent this restriction is prohibited by applicable law) the Software;
            (iv) create derivative works based on the Software;
            (v) merge the Software with another product;
            (vi) copy the Software other than for archival purposes;
            (vii) remove or obscure any proprietary rights notices or labels on the Software;
            (viii) Redistribute the Software as a whole, whether included with another application or service, or on a standalone basis, or parts of the Software;
            (ix) distribute the Software by OEM Distribution;
            (x) permit others to use the Software; or
            (xi) use the Software to provide content or functionality to others through external-facing servers or internal-facing servers.

    3. Confidentiality.

        (a) Except as reasonably required to exercise Your rights under this Agreement, You agree to prevent any unauthorized copying, use, distribution, installation or transfer of possession of Confidential Information received from CloudVector (the “CloudVector Confidential Information”). You do not acquire any interest in any CloudVector Confidential Information by reason of this Agreement. CloudVector Confidential Information does not include any information which (i) becomes part of the public domain through no act or omission on Your part; (ii) is lawfully acquired by You from a third party without any breach of confidentiality; (iii) is independently developed by You without reference to the CloudVector Confidential Information; or (iv) is disclosed in accordance with judicial or other governmental order or timely disclosure requirements imposed by law.
        (b) Notwithstanding the foregoing, either party may disclose the terms and conditions of this Agreement in conjunction with legal proceedings. Without limiting the generality of the foregoing, You must take reasonable steps to prevent any personnel from removing any proprietary or other legend or restrictive notice contained or included in any material provided by CloudVector to You.
        (c) You acknowledge that any use or disclosure of the CloudVector Confidential Information in a manner inconsistent with the provisions of this Agreement may cause CloudVector irreparable damage for which remedies other than injunctive relief may be inadequate. You further agree that CloudVector will be entitled to attempt to receive from a court of competent jurisdiction injunctive or other equitable relief to restrain such use or disclosure in addition to other appropriate remedies.
    4. Open Source Acknowledgement. The Software includes certain open source software components, which are subject to the terms of their own open source software licenses. For reference, links to the open source license terms can be found in Exhibit A attached to this Agreement. You acknowledge that Your own distribution or deployment of the Software, including the open source components, or any other open source software may trigger open source license requirements for which You are responsible. Nothing in this Agreement limits Your rights or grants rights to You that supersede the terms of any applicable open source software license for the applicable open source software components.

    5. Feedback. If You give feedback about CloudVector Software to us, You give to us, without charge, the right to use that feedback for any purpose. You represent and warrant that You will not give feedback that is subject to any open source or other license that requires us to license our software or documentation to third parties because we include Your feedback in them. These rights survive any termination of this agreement.

    6. Intellectual Property Ownership. All right, title and interest in and to the Software and all intellectual property rights embodied therein, including copyrights, trade names, trademarks, service marks, product names, trade secrets embodied in the Software's design and coding methodology and other proprietary materials in the Software belong exclusively to CloudVector or its third party licensors. The Software is protected by copyright laws and international treaty provisions as implemented locally in different jurisdictions. Except as specifically provided under this Agreement, You acknowledge that no other right, title or interest in and to the Software or any parts thereof is granted to You. CloudVector grants You the limited right to use the trade names, trademarks, service marks or product names of CloudVector as required for reasonable and customary use in describing the origin of the Software. You may not use the trade names, trademarks, service marks or product names of CloudVector in any way that might state or imply that CloudVector endorses Your work or might state or imply that You created the Software.

    7. User Data. You acknowledge, agree, and expressly consent to CloudVector’s collection of Your User Data as You download it or through the Software. CloudVector does not claim ownership of any User Data. You hereby grant to CloudVector and its sublicensees a royalty-free, perpetual, irrevocable, transferable, worldwide non-exclusive right to reproduce, analyze, review, process, diagnose, or otherwise use the User Data (in whole or in part) for the purpose of supporting, maintaining, and providing the Software,

    8. Updates and Maintenance. CloudVector may, but shall not be obligated to, update the Software and the Software Materials from time to time. CloudVector has no obligation to distribute, update or maintain any version of the Software or the Software Materials. We may, at our sole option, make certain online support materials, a user forum, and information available through our website to authorized users, which may include periodic maintenance updates that may be downloaded by You. Any supplemental software code, updates or materials provided to You as part of maintenance and support for the Software will be considered part of the Software and subject to the terms and conditions of this agreement.

    9. Right to Amend. CloudVector reserves the right to change this Agreement at any time, which change shall be effective as of the effective date for the terms and conditions of this Agreement as shown on CloudVector’s Website (the “Change Effective Date”). Your continued use of the Software after the Change Effective Date constitutes Your acceptance of such changes. This Agreement may not be otherwise amended without CloudVector's prior written agreement. You agree to periodically review the terms and conditions of this Agreement as updated from time to time on CloudVector’s website

    10. Termination Rights. Without prejudice to any other rights it may have, CloudVector shall have the right to terminate this Agreement if You fail to comply with, or object to, any of the terms and conditions hereof. CloudVector may also terminate this Agreement, without any liability to You, if any law, regulations, orders, or legal requirements prohibits CloudVector’s provision or licensing of the Software to You. In such event, You will immediately cease all use of the Software and its component parts and delete all copies of the Software and its component parts.

    11. Term. This Agreement will be effective upon Your agreement to be bound by the terms and conditions of this Agreement and will continue in effect for one year from the date You downloaded the Software, or until terminated in accordance with the terms and conditions of this Agreement.

    12. Disclaimer of Warranty.

        (a) THE SOFTWARE IS PROVIDED “AS IS, WITHOUT WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER CLOUDVECTOR NOR ANY OF ITS SUPPLIERS, LICENSORS, OR RESELLERS MAKES ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CLOUDVECTOR AND ITS SUPPLIERS, LICENSORS, AND RESELLERS SPECIFICALLY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OR CONDITION OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, DURABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, UPDATES, UPGRADES, SUPPLEMENTS, PRODUCTS, APPLIANCES, SYSTEM INTEGRATION, DATA ACCURACY AND ANY OTHER ITEMS PROVIDED HEREUNDER. CLOUDVECTOR MAKES NO WARRANTY OR GUARANTEE THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR VIRUS-FREE, OR THAT THE SOFTWARE WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE, QUALITY, ACCURACY, PURPOSE, OR NEED. YOU ASSUME THE ENTIRE RISK OF SELECTION, INSTALLATION, AND USE OF THE SOFTWARE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.

        (b) TO THE EXTENT ANY IMPLIED WARRANTIES CANNOT BE DISCLAIMED UNDER APPLICABLE LAW, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THE PERIOD REQUIRED BY APPLICABLE LAW.

    13. Limitation of Liability.

        (a) INDEPENDENT OF THE FOREGOING PROVISIONS, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT AND UNDER NO LEGAL THEORY, INCLUDING WITHOUT LIMITATION, TORT, CONTRACT, OR STRICT PRODUCTS LIABILITY, WILL CLOUDVECTOR, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, PRINCIPALS, SUPPLIERS OR LICENSORS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER MALFUNCTION, OR ANY OTHER KIND OF COMMERCIAL DAMAGE, EVEN IF CLOUDVECTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

        (b) TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL CLOUDVECTOR BE LIABLE TO YOU FOR DAMAGES UNDER THIS AGREEMENT FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION.

    14. Export Controls. You must comply with all export laws and restrictions and regulations of the United States or foreign agencies or authorities, and not to cause the export, including by downloading it, or re-export the Software or any direct product thereof in violation of any such restrictions, laws or regulations, or without all necessary approvals. As applicable, each party will obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to its own export of the Software from the U.S. Neither the Software nor the underlying information or technology may be electronically transmitted or otherwise exported or re-exported: into any country subject to U.S. trade sanctions covering the Software, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions; or to anyone on the U.S. Treasury Department's list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department's Table of Denial Orders. By installing or using the Software, You agree to the foregoing and represent and warrant that it complies with these conditions.

    15. U.S. Government End-Users. The Software is a "commercial item," as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users acquire the Software with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished rights are reserved under the copyright laws of the United States.

    16. Licensee Outside the U.S. If You are located outside the U.S., then You are responsible for complying with any local laws in Your jurisdiction which might impact Your right to import, export or use the Software, and You represent that You have complied with any regulations or registration procedures required by applicable law to make this license enforceable.

    17. Severability. If any provision of this Agreement is declared invalid or unenforceable, such provision will be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event, the unenforceability or invalidity of any provision will not affect any other provision of this Agreement, and this Agreement will continue in full force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be.

    18. Entire Agreement & Amendment. This Agreement constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement, appendices and attachments.

    19. Arbitration. Except for actions to protect intellectual property rights and to enforce an arbitrator's decision hereunder, all disputes, controversies, or claims arising out of or relating to this Agreement or a breach thereof will be submitted to and be finally resolved by arbitration under the rules of the American Arbitration Association ("AAA") then in effect. There will be one arbitrator, and such arbitrator will be chosen by mutual agreement of the parties in accordance with AAA rules. The arbitration will take place in Santa Clara County, California, U.S.A. and may be conducted by telephone or online. The arbitrator will apply the laws of the State of California to all issues in dispute. The controversy or claim will be arbitrated on an individual basis and will not be consolidated in any arbitration with any claim or controversy of any other party. The findings of the arbitrator will be final and binding on the parties and may be entered in any court of competent jurisdiction for enforcement. Enforcements of any award or judgment will be governed by the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards. Should either party file an action contrary to this provision, the other party may recover legal fees and costs up to $1,000.00.

    20. Force Majeure. Neither party will be liable for damages for any delay or failure of delivery arising out of causes beyond their reasonable control and without their fault or negligence, including, but not limited to, Acts of God, acts of civil or military authority, fires, riots, wars, embargoes, Internet disruptions, hacker attacks, or communications failures. Notwithstanding anything to the contrary contained herein, if either party is unable to perform hereunder for a period of thirty (30) consecutive days, then the other party may terminate this Agreement immediately without liability by ten (10) days’ written notice to the other party.

    21. Address for Notice. Notices to CloudVector may be via email: legal@cloudvector.com or  to  the physical address provided for CloudVector’s headquarters on its website at that time.

    22. Assignment. Except as expressly provided herein, neither this Agreement nor any rights granted hereunder, nor the use of any of the Software may be assigned, or otherwise transferred, in whole or in part, by You.

    23. Applicable Law; Forum. California state law governs the interpretation of this agreement and applies to claims for breach of it, regardless of conflict of laws principles. Without limiting the parties’ rights and obligations under the Arbitration Provision of this agreement, you agree that any lawsuit filed to resolve any Claim you have with us arising out of or relating to this agreement will be brought exclusively in a state or federal court located in or for Santa Clara County, and you agree to submit to the personal jurisdiction of such courts for the purpose of such Claim.


Exhibit A


Open Source Software Component Licenses

Such license terms may be found at the following links:

jinja2 - https://github.com/pallets/jinja/blob/master/LICENSE.rst
pyyaml - https://github.com/yaml/pyyaml/blob/master/LICENSE
requests - https://github.com/psf/requests/blob/master/LICENSE