Ververica Preview Policy

This Ververica Preview Policy (“Preview Policy”) applies to the use by the entity client on whose behalf this Preview Policy is accepted (“Client”) of the Preview (as defined below) provided by Ververica GmbH (“Ververica”). The individual agreeing to this Preview Policy represents and warrants that it is authorized to accept this Preview Policy on behalf of its entity as an authorized representative of such entity.

By clicking the “Accept” button or by downloading, installing, accessing or using any function of the Preview, the Client agrees to be bound by the terms of this Preview Policy. If the Client does not agree to the terms of this Preview Policy, the Client may not use the Preview.

Ververica reserves the right to alter, modify, add to or otherwise vary this Preview Policy by notice in writing to the Client at any time. The Client shall be bound by this Preview Policy so amended, and such other terms as may be incorporated by reference. In any event, if the Client continues to download, install, access and/or use the Preview after such notice, the Client shall be deemed to have accepted the amendment.

1. DEFINITIONS

   1. “Confidential Information” means any information, technical data or know-how, including without limitation, that which relates to Ververica’s computer software programs, documentation, specifications, source code, object code, research, inventions, processes, designs, drawings, engineering, products, services, customers, benchmark tests, markets, prices, or finances, which is identified as confidential either orally or in writing at the time of disclosure, or, in the alternative, should reasonably be considered Confidential Information. Confidential Information will not include any information that:
      1. has been or is obtained by the Client from an independent source without obligation of confidentiality,
      2. is or becomes publicly available other than as a result of an unauthorized disclosure by the Client or its personnel, or
      3. is independently developed by the Client without reliance in any way on the Confidential Information disclosed.
   2. “Documentation” means Ververica’s standard user manuals generally made available to Clients which is available as an online version only. The Documentation constitutes an integral part of this Preview Policy and will be made available to the Client and, in any event, as part of the Preview.
   3. “Preview” means any features, technologies, services, software, regions, or any other products made available to the Client by Ververica that are not yet generally available, including but not limited to any products, services, or features labeled as “beta”, “preview”, “pre-release”, or “experimental”. The Preview encompasses both Private Preview and Public Preview.
      1. Private Preview means the Preview made available only to certain clients by invitation extended by Ververica.
      2. Public Preview means the Preview made accessible to all clients in accordance with this Preview Policy.

2. LICENSE

   1. Licenses.
      1. Preview License. Subject to the terms and conditions of this Preview Policy, Ververica hereby grants to the Client a non-exclusive, non-transferable, non-sublicensable license to use the Preview solely in a non-production environment for the purposes of testing, research, and evaluation.
      2. Documentation License. Subject to the terms and conditions of this Preview Policy, Ververica hereby grants to the Client a non-exclusive, non-transferable, non-sublicensable license to make copies of the Documentation provided by Ververica, solely for the Client’s internal use and solely for the purpose of exercising the rights granted in Section 2(a)(i). The Client acknowledges that no right is granted to modify, adapt, translate, publicly display, publish, create derivative works or distribute the Documentation.
      3. Ververica may, at any time and in its sole discretion, add or modify restrictions under this License, including lowering or raising any usage limits pertaining to the access or use of any Preview.
   2. Limitations. Subject to any mandatory rights granted to the Client under applicable law, the Client will not:
      1. assign, sublicense, transfer, lease, rent or distribute any of its rights in the Preview;
      2. port, translate, localize, modify, or create derivative works based on the Preview or Documentation in any manner whatsoever;
      3. reverse assemble, decompile, reverse engineer, translate, or otherwise attempt to derive or obtain the source code, underlying ideas, algorithms, structure, or organization of the Preview;
      4. copy or duplicate the Preview; or
      5. publish any benchmark testing results regarding any Preview without Ververica’s prior written consent.
   3. Open Source. The Client acknowledges that the Preview contains, is based on, or refers to open source components. This Preview Policy does not apply to those open source components. The use of such open source components is subject to the applicable open source license terms, which Ververica will provide to the Client when the Preview is made available.
   4. Third-Party Restrictions. The Client will undertake all measures necessary to ensure that its use of the Preview complies in all respects with any contractual or other legally binding obligations of Ververica to any third party, provided that Ververica has notified Client with respect to such obligations.
   5. Ownership and Reservation of Rights. Except for the licenses expressly granted to the Client under this Section 2, Ververica and its suppliers or licensors (as the case may be) retain all rights, title, and interests in and to the Preview, Documentation, and all copies thereof, including any improvements, modifications, or enhancements thereto, which shall remain the property of Ververica or its suppliers or licensors. No other rights, express or implied, are granted to the Client hereunder.

3. OBLIGATIONS OF CLIENT

   1. The Client shall comply with all Documentation, policies, and guidelines related to the Preview provided to the Client, and shall be solely responsible for obtaining and installing all proper hardware and support software (including, but not limited to, operating systems, network devices and network systems)to ensure: (i) the appropriate installation of and training regarding the Preview; and (ii) the proper exercise of the licenses granted hereunder. Ververica shall have no responsibility or liability for any unavailability, failure of, nonconformity, or defect in the Preview that is caused by or related in any manner to the Client’s failure to obtain and maintain such software or hardware.
   2. The Client will be solely responsible for creating and maintaining backups, security updates and compatible versions of all data used in connection with the Preview.
   3. The Client shall undertake all measures necessary to ensure that its use of the Preview complies in all respects with applicable laws, statutes, regulations, ordinances or other rules promulgated by governing authorities having jurisdiction over the Client or the Preview.

4. FEEDBACK

   1. The Client agrees to provide feedback to Ververica concerning the functionality and performance of Preview, at Ververica’s reasonable request, including but not limited to identifying potential errors and suggesting improvements (“Feedback”). All rights in such Feedback shall be owned by Ververica, and Ververica may use such Feedback for any purpose, including to improve or enhance its products. The Client shall not use any Feedback for any purpose other than its internal evaluation of Preview.
   2. The Client shall warrant that: (i) the Feedback does not infringe any rights (including patents, copyright or trade secrets) of any third party; (ii) the Feedback is not subject to any license terms that would purport to require Ververica to comply with any additional obligations with respect to any of Ververica’s products or services that incorporates the Feedback.
   3. The Client acknowledges that Ververica may obtain information and data from the Client in connection with its registration, installation, and use of the Preview. Ververica may also collect and process technical and related environmental or performance information regarding the Client’s use of the Preview (including but not limited to number of unique user log-ins, Internet protocol addresses, operating system), and use this information to support and troubleshoot issues, provide updates, analyze trends and improve Ververica’s products or services. The Client hereby agrees to comply with the Ververica’s Privacy Policy, and consent Ververica to collecting, maintaining, using, storing, processing and disclosing such information and data for the purposes described herein.

5. SUPPORT AND MAINTENANCE SERVICES

   1. Ververica will have no obligation to provide or perform any support, maintenance and professional services for or on behalf of Client. Ververica is not responsible for any sort of problems or issues related to the use of Preview. Preview may be subject to reduced or different security, compliance and privacy commitments, as may be described in any additional notices provided with Preview. Certain named Preview may also be subject to additional terms as may be notified to the Client from time to time.
   2. Ververica reserves the right to:
      1. change or discontinue Preview at any time without notice;
      2. choose not to release a Preview into general availability. Ververica shall under no circumstances be obligated to support, update, or upgrade the Preview.
   3. Any support, maintenance, and professional services shall require the execution of a separate service agreement between the Parties.

6. NO FEES

   1. The License will be granted free of charge. Ververica reserves the right to determine, at its sole discretion, the manner in which the Client obtains the License.

7. WARRANTY DISCLAIMER

   1. Delivery. The Product will be delivered to the Client via a download link or through any other means or format as Ververica may determine in its sole discretion.
   2. Disclaimer. PREVIEW IS NOT READY FOR GENERAL COMMERCIAL RELEASE AND MAY CONTAIN BUGS, ERRORS, DEFECTS, OR HARMFUL COMPONENTS AND IS SOLEY PROVIDED FOR LIMITED TESTING, RESEARCH, EVALUATION PURPOSES. PREVIEW IS DELIVERED “AS IS”, “WITH ALL FAULTS,” AND “AS AVAILABLE,”AND IS EXCLUDED FROM ANY SERVICE LEVEL AGREEMENTS AND LIMITED WARRANTIES APPLICABLE TO VERVERICA’S COMMERCIAL OFFERINGS. VERVERICA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING THE PREVIEW, DOCUMENTATION, AND RELATED SERVICES(IF ANY), INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY THAT THE PREVIEW WILL BECOME GENERALLY AVAILABLE, BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING THE CLIENT’S CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAWS AND/OR REGULATIONS, VERVERICA EXPRESSLY DISCLAIMS ALL WARRANTIES RELATED TO THE PREVIEW, DOCUMENTATION AND RELATED SERVICES(IF ANY), EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, SECURITY, NO INFRINGEMENT, QUIET ENJOYMENT, COURSE OF DEALING OR USAGE OF TRADE.

8. NONDISCLOSURE AND CONFIDENTIALITY

   1. Nondisclosure Obligations. All Confidential Information provided to the Client by Ververica under this Preview Policy:
      1. will not be copied, distributed, disclosed, or disseminated by the Client to anyone except its own employees, agents, or contractors (collectively, the “Related Parties”), who have a reasonable need to know such Confidential Information. The Client shall ensure that the Related Parties comply with the confidentiality obligations set forth herein and shall be jointly and severally liable for the acts and omissions of the Related Parties in connection with such obligations;
      2. will be treated by the Client with the same degree of care as is used to protect the Client’s own information of similar importance, but in no event with less than reasonable care;
      3. will not be used by the Client for its own purposes or any other purpose except as expressly permitted under this Preview Policy, without Ververica’s express written permission; and
      4. will remain the property of Ververica and must be returned to Ververica or destroyed in accordance with Ververica’s instructions within thirty (30) days of the Client’s receipt of a written request from Ververica identifying the Confidential Information to be returned or destroyed, or upon expiration or termination of this Preview Policy.
   2. Compelled Legal Disclosure. In the event the Client becomes legally compelled to disclose any Confidential Information, the Client will provide Ververica with prompt prior written notice of such requirement and the Client will reasonably cooperate in any effort by Ververica to petition the authority compelling such disclosure for an order that such disclosure not occur or that it occur pursuant to terms and conditions designed to ensure continued confidentiality or minimized disclosure.
   3. The confidentiality provisions of this Sec. 8 shall survive termination or expiration of this Preview Policy.

9. INDEMNIFICATION

   1. The Client will indemnify, defend, and hold harmless Ververica, its directors, officers, employees, and representatives from and against any and all losses, damages, liabilities, costs, and expenses (whether awarded by a court or agreed upon in settlement), as well as all reasonable and related attorneys’ fees and court costs, resulting from any third-party claim based on:
      1. a breach by the Client of any term of this Preview Policy; or
      2. if the alleged claim is based, in whole or in part, on any of the following:
         1. any modification, servicing or addition made to the Preview or any part thereof by the Client;
         2. the Client’s use of the Preview in a manner outside the scope of any rights granted or in violation of this Preview Policy;
         3. the use of the Preview or any part thereof in combination with materials, devices, parts, software, or processes not provided or approved by Ververica;
         4. Ververica’s compliance with the Client’s requirements or specifications, if any; or
         5. the use of any version of the Preview other than the then-current, unaltered release available from Ververica.

10. LIMITATION OF LIABILITY

    1. Notwithstanding any other provision of this Preview Policy, except as set forth in this Sec.10, the aggregate liability of Ververica, its employees, agents, affiliates, representatives or anyone acting on its behalf with respect to the Client for any and all claims arising from or in connection with the Preview or the use or inability to use the same shall, if not otherwise excluded or limited, be limited to, in aggregate, the greater of (a) the amount of fees you have paid to Ververica for the Preview during the calendar year, or (b) [USD100]. The preceding sentence shall not preclude the requirement by you to prove actual damages. All claims against Ververica in respect of any of the matters referenced in this Section must be filed within one (1) year from the date the cause of action arose.
       
       

11. AUDITS AND CERTIFICATION OF COMPLIANCE

    1. Audits. Ververica will have the right to audit Client’s records to verify compliance with the terms of this Preview Policy, upon reasonable written notice. All such audits will be conducted during normal business hours.
    2. Certification. Ververica reserves the right to require that Client certify as to its usage and compliance with this Preview Policy.

12. TERMINATION

    1. Ververica may suspend or terminate the Client’s access to or use of any Preview at any time and for any reason. Ververica may at any time cease providing any or all of any Preview in its sole discretion and without notice. The Preview also may be unavailable and/or their performance may be negatively affected by scheduled and unscheduled maintenance.
    2. Each individual Preview will automatically terminate upon the release of the general availability of the applicable Preview in any region or upon notice of termination by Ververica. Notwithstanding anything to the contrary in these Terms, either the Client or Ververica may terminate the use of any Preview by Client at any time for any reason upon notice to the other party.
    3. Notwithstanding anything to the contrary in this Preview Policy, after the conclusion of the Client’s participation in use of a Preview for any reason, (a) the Client will not have any further right to access or use the applicable Preview; (b) the Client’s content and/or data used in the applicable Preview may be deleted or inaccessible; and (c) the Client will immediately return and destroy all Confidential Information and any other materials related to the applicable Preview as instructed by Ververica.
       
       

13. OTHERS

    1. Copyright and Trademark Notices. The Client will duplicate all proprietary notices and legends of Ververica and its suppliers or licensors upon any and all copies of the Ververica Product, including any Documentation, made by the Client. The Client will not remove, alter or obscure any such proprietary notice or legend.
    2. Marketing. The Client agrees that Ververica shall be entitled to refer to the cooperation with the Client and to use the name and logo of the Client for marketing purposes, e.g. on Ververica’ website.
    3. This Preview Policy supplements the Terms of Service. In the event of any conflict or inconsistency between this Preview Policy and the Terms of Service regarding Preview-related matters, this Preview Policy shall prevail. Matters not covered in this Preview Policy shall be governed by the Terms of Service. Each provision of this Preview Policy is independently binding, and the invalidity, illegality, or unenforceability of any part of a term shall not affect the enforceability of the remaining provisions.