Terms of Service

Welcome to Ververica!

The Websites https://www.ververica.com and https://www.ververica.cloud (“Websites”) are owned and operated by Ververica GmbH, a limited liability company incorporated in Germany (“Ververica”). Through the Websites, Ververica provides Ververica Platform and Ververica Cloud Services, among others (collectively, “Platform and Services”). These Terms of Service (“Terms”) are a legally binding agreement between you as a registered user of the Platform and Services (“you”, “your” and “User”) and Ververica as the provider of the Platform and Services (“we”, “us”, “our” and “Ververica”; the User and Ververica together the “Parties” and each a “Party”).

The Terms apply to the use of the Platform and Services. This includes mobile and tablet versions, as well as any other version of the Platform and Services accessible via desktop, mobile, tablet, social media or other devices.

1. USER ACCOUNT AND ACCEPTANCE OF TERMS

   1. These Terms govern your access and use of your user account (“Account”) with Ververica for the Websites and the Platform and Services. By registering the Account and/or using any of the Platform and Services, you agree to be bound by these Terms. If you do not agree to any and all clauses of these Terms, you must not continue with the account registration process and must not use any part of the Platform and Services. The Parties agree that the general obligations in electronic commerce in Section 312i para. 1 sentence 1 no. 1-3 of the German Civil Code (Bürgerliches Gesetzbuch) shall not apply.
   2. You represent and warrant that you are an entrepreneur within the meaning of Section 14 of the German Civil Code, i.e. a natural or legal person or a partnership with legal capacity who, at the time of entering into these Terms, is acting in the exercise of its commercial or independent professional activities.
   3. Children under the age of 13 are prohibited from using the Platform and Services, therefore shall not register an Account with us. For those users under the age of 18 (or any higher age if the age of majority is higher than 18 pursuant to the laws applicable to the User) and over the age of 13, it is the responsibility of parents and/or legal guardians of the User to determine whether use of the Platform and Services is appropriate for such User.
   4. If you are using the Platform and Services on behalf of your employer or another entity, you hereby represent and warrant that you have full legal authority to bind your employer or such entity to these Terms. Accordingly, all references in these Terms to “you”, “your” or “User” shall be deemed to include your employer or such entity, except where the context may otherwise require. If you do not have such authority, then you may not use the Platform and Services on behalf of your employer or such entity and you must discontinue all use of the Platform and Service immediately.
   5. You represent and warrant that all registration information you submit is accurate and truthful and that your use of the Platform and Services does not violate any applicable law or regulation. Ververica may, in its sole discretion, refuse to offer the Platform and Services in its entirety or any part thereof to any user and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Platform and Services is revoked in such jurisdictions.
   6. By using any part of the Platform and Services, you represent and warrant that you have full right, power and authority to enter into these Terms and to fully perform all of your obligations hereunder. You further represent and warrant that you have no legal incapacity or contractual restriction that would prevent you from entering into these Terms.
   7. We may in our sole discretion refuse to register your Account. Without prejudice to the generality of the foregoing, we may refuse to do so when your Account was previously terminated due to a breach of these Terms or when we reasonably consider you likely to breach any of the representations and warranties contained in these Terms.
   8. By registering an Account, you are responsible for maintaining the confidentiality of your password and other Account information and you are fully responsible for all activities that occur under your Account. You agree to
      1. immediately notify Ververica of any unauthorized use of your password or Account or any other breach of security and
      2. ensure that you log out of your Account at the end of each session. 

      You may never use another user’s Account without Ververica’s prior authorization. Ververica is not liable for any loss or damage arising from your failure to comply with these Terms.

2. VERVERICA PLATFORM

   1. Ververica Platform is an integrated platform for stateful stream processing and streaming analytics with the open-source Apache Flink. It enables organizations of any size to derive immediate insight from their data and serve internal and external stakeholders.
   2. Ververica offers the Ververica Platform through www.ververica.com (“Ververica Platform Website”) as a Community Edition and a Stream Edition.
   3. Use of the Community Edition is free of charge (any free-of-charge product or service in the Platform and Services is referred to as “Free Version”) but may still require you to acquire or apply for a free-of-charge license, as further set forth under the corresponding license agreements, subject to the terms and conditions (including but not limited to restrictions on the use or purpose of use of such Free Version) of such license agreements. The User can request a free trial of the Stream Edition of the Ververica Platform through the Ververica Platform Website or through our contact forms (insofar also a Free Version), before purchasing the Stream Edition.

3. VERVERICA CLOUD SERVICES

   1. Ververica offers cloud services as further described on and provided through www.ververica.cloud (“Ververica Cloud Website”), pursuant to these Terms, our Privacy Policy, purchase orders (if any),  and the Ververica Cloud Service Level Agreement and Support and Maintenance Services Terms which are incorporated by reference herein and legally binding upon you and us.
   2. Registration and access: To access the Ververica Cloud Services, the User must register and setup an Account through the Ververica Cloud Website on the cloud services portal. User must keep the registration information accurate and complete throughout the use of the Platform and Services. User is responsible for the security of User Account credentials including without limitation user name and passwords, and is responsible for all activities that occur under or using such credentials. In case of unauthorized Account use, User shall immediately contact Ververica support.
   3. Users will be able to access a free trial of the cloud services before purchasing the services (insofar also a “Free Trial”).
   4. Subject to the requirements of Section 14, Ververica has the right to introduce or remove features, functionalities, applications or conditions to the existing or future versions of the Ververica Cloud Services. All new features, functionalities, applications, conditions, modifications, upgrades and alterations shall be governed by these Terms as well.
   5. Ververica Cloud Services may be offered in either or both types of services in terms of pricing and billing methods: Pay-As-You-Go and Reserved Capacity. For compute resources, Pay-As-You-Go is available and means that services are billed based on User’s actual usage of resources (“Pay-As-You-Go”), while Reserved Capacity may also be available which means that services are provided as a fixed allocation of resources, billed for all resources allocated (“Reserved Capacity”). For networking resources, services are billed based on User’s actual usage of resources for all offering types.
      1. Pay-As-You-Go services allow User to access Ververica Cloud Services based on a usage-based pricing model. The provisioning of resources is done on demand, and success of provisioning is subject to availability and thus is not guaranteed. User will be charged according to the resources consumed, such as compute and networking resources. Billing and payment shall be made in line with the provisioning of these Terms.
      2. Our Reserved Capacity services provide User with a specific amount of compute resources reserved exclusively for the User, for which User shall pay the price regardless whether User uses all of such amount of resources.
   6. Usage Limits and Resources Allocation
      1. Both Pay-As-You-Go and Reserved Capacity services are subject to usage limits described in our documentation, available on the Ververica Cloud Website.
      2. Exceeding these limits may results in service limitations without prior alert. It’s Users responsibility to monitor usage to stay within allocated limits.
   7. Free Trial:
      1. Free Trial: Our Pay-As-You-Go services free trial allows User without providing payment method for a specific trial period (to use Ververica Cloud Services). User is eligible for a free trial upon registration of the Account, which starts immediately after User finishes the registration process. The duration of the free trial, along with features available during this period, are clearly communicated in our documentation, available on the Ververica Cloud Website. After free trial period ends, the services will be suspended if User have not provided us with a valid payment method. Duration of suspension period after free trial is clearly communicated in our documentation. After suspension period ends, services resources for User will be released and User’s data will be deleted, if User still have not provided us with any valid payment method.
      2. Free Credit: As part of the free trial, User is eligible to receive a specific amount of free credit that User can use to explore Ververica Cloud Services. The free credit amount will be clearly stated during ordering process for Ververica Cloud Services. Free credit amount expiration is independent from free trial period expiration. Free credit amount expires at the end of the month following the month in which User’s free trial period starts.
      3. We reserve rights to suspend offering free trials and credit for newly registered Users without further notice. In such a case, payment method will be required after registration of the Account in order for User to be able to use Ververica Cloud Services.
   8. Billing terms:
      1. Billing applies at the user account level. Unless otherwise provided to the contrary, User is billed by hours for all the services used, and is charged at the end of current billing period.
      2. Billing accrues hourly, with a monthly-in-arrears invoicing cycle.
      3. Billing period for a certain service starts upon the commencement of such service to User, or immediately after the end of previous billing period, as the case may be. Billing period ends at the end of month as part of regular billing cycle (UTC time).
      4. Billing Information: User is responsible for providing accurate billing information, including name, last name, address, credit card number, and expiration date, tax id (if required for registration in the applicable territory). Inaccurate or incomplete information may lead to delays in processing your invoice or payment, or lead to suspension or cancelation of your service or Account.
      5. Invoices for services provided will be issued on a regular monthly billing cycle.
      6. Ververica reserves the right to end current User billing period and issue an invoice before regular monthly billing cycle, if assessed to be reasonably necessary by Ververica.
      7. After an invoice is issued, it is due and payable, and User is immediately charged. User must ensure sufficient funds or credit in the provided payment method to allow the payment of the invoice.
      8. Rounding policy and methods:
         1. In case of Pay-as-you-go services, our billing system applies rounding of quantity of compute and networking services used units to be billed for all Pay-as-you-go services under User’s Account per billing period. The method our billing system uses for usage quantity to be billed is rounding up to the next whole integer value.
         2. In case of Reserved Capacity services, out billing system applies rounding of quantity of networking services used units to be billed for all Reserved Capacity services under User’s Account. The method our billing system uses for usage quantity to be billed is rounding up to the next whole integer value.
      9. All invoices are stated in currency specified in the invoice. User is responsible for any applicable taxes, including sales tax, value-added tax (VAT), or other similar taxes and levies as required by law. Taxes will be added to your invoice if applicable.
      10. Ververica does not store any of User payment details. They are stored in 3rd party payment processing platform (Stripe). User Payment details are removed from such payment processing platform after User Account is closed.
      11. After account closure Ververica may need to keep certain information an additional period of time for legal and legitimate business purposes such as
          1. User’s contact information (e.g. name, email address, billing address) and invoices, payment receipts, applicable discounts and tax informaition that Ververica issued to the User for tax and accounting purposes
          2. If applicable, Ververica may also retain records of communication with User as well as other records (e.g. record of User account closure) for purpose of dispute resolution.
      12. Ververica keeps User’s billing records for purpose of resolving potential billing disputes.
      13. According to the German Fiscal Code, Ververica needs to keep issued invoices in 3rd party process platform (Stripe) for a duration of 10 years.
   9. Foreign Currency Terms of Service
      1. Our payment processor (Stripe) does not provide currency conversion services. Exchange rates and related fees are determined by the respective Users financial institution.
      2. Users are responsible for verifying and understanding the currency exchange rates, fees and any additional costs associated with international transactions.
      3. In case of payment discrepancies due to currency conversion, users should contact their financial institutions for resolution. We are not liable for any discrepancies, losses or fees incurred during currency conversion or international transactions.
   10. Pricing and Rate Changes: To the extent permitted by law, we reserve the right to change our pricing and rates for the Ververica Cloud Services. Any such changes will be communicated to User in advance by at least 30 days’ public announcement on the Ververica Cloud Website and/or email notice, and the new rates will apply to billing periods subsequent to the current billing period, unless otherwise indicated in such announcement and notice. You may elect to accept such changes of price and rates by continue to user such services after the effective date of such changes, or to reject and cease to use such services before the effective date of such changes.

4. PROHIBITED ACTIVITIES

   1. You agree not to use the Platform and Services in a negligent, fraudulent or unlawful manner. You also agree not to engage in any conduct or action that damages the image, interests or rights of Ververica. In addition, the following activities are prohibited, unless with our written permission or such restrictions are prohibited by law, in particular the German Copyright Act (Urheberrechtsgesetz) such as the right to interoperability or to create a backup copy:
      1. Use the Platform and Services for any commercial purposes outside the scope of the purposes explicitly permitted in these Terms and related guidelines (if any) made available by Ververica.
      2. Access, monitor, reproduce, distribute, transmit, broadcast, stream, display, sell, license, copy or otherwise exploit any content of the Platform and Services, including, but not limited to, the use of any robot, spider, scraper or other automated means or any manual process for any purpose not in accordance with these Terms or without our express written permission.
      3. Violate the restrictions of any robot exclusion headers on the Websites and Platform and Services, or circumvent other measures employed to prevent or limit access to the Platform and Services.
      4. Take any action that imposes, or may impose, in our reasonable discretion, an unreasonable or disproportionately large load on our infrastructure.
      5. Establish a deep link to any part of the Websites for any purpose without our express written permission.
      6. Attempt to modify, translate, adapt, edit, decompile, disassemble or reverse engineer any software program used by us.
      7. Circumvent, disable or otherwise interfere with security-related features of the Websites or features that prevent or restrict the use or copying of any content.
   2. Free Versions shall not be used for commercial purposes (including the use for performance to your customers) but may only be used for personal educational purpose. This is further set forth in details under the corresponding license agreements of such Free Versions.
   3. Ververica is entitled to delete content provided by the User in connection with the Platform and Services or by third parties who the User allows to use the Platform and Services and/or to disable access to such content if and to the extent that, based on Ververica’s reasonable judgement, the content does not meet the requirements of these Terms.
   4. In addition, Ververica is entitled to completely or partially disable the User’s access and/or that of third parties who the User allows to use the Platform and Services to the Platform and Services and/or to suspend the provision of the Platform and Services under these Terms if the User does not fulfill its payment obligations as specified in these Terms in part or in full or materially breaches other obligations under these Terms, or it is necessary to disable the access due to legal requirements.

5. USER’S RESPONSIBILITIES

   1. Without restriction of Ververica’s obligation to provide the Platform and Services, by using the Platform and Services you accept personal responsibility for the results of your use of the Platform and Services and for any actions taken through the Platform and Services. Ververica does not guarantee any outcome, benefit or failure as a result of your use of the Platform and Services. You acknowledge and agree that your ultimate success or failure to use the Platform and Services will be the result of your own actions, your particular situation and other circumstances beyond Ververica’s control. Without restriction of Ververica’s obligation to provide the Platform and Services, by visiting the Websites and accessing the content available on the Websites you accept personal responsibility for the results of the use of the information and content available on the Websites. Ververica does not guarantee the results of actions advised or not advised by these Websites and the content available on the Websites. Ververica provides resources and content for informational purposes only. You acknowledge and agree that your ultimate success or failure in using the information and content available on the Websites will be the result of your own efforts, your particular situation and a number of other circumstances that are beyond Ververica’s control.
   2. You are responsible towards Ververica for all actions and omissions by employees and third parties acting on your behalf, as well as for third parties who you allow to use the Platform and Services to the same extent as for your own actions or omissions. In particular, you are fully responsible for ensuring that third parties who you allow to use the Platform and Services, such as your affiliates pursuant to Section 15 et seq. of the German Stock Corporation Act (Aktiengesetz), comply in full with these Terms. You must obtain a specific agreement from Ververica to enable third parties, including affiliates, to use the Platform and Services. Furthermore, you warrant that all persons you allow to use the Platform and Services have rights of representation in relation to you, including the right to make legally relevant declarations within the context of the rights of access and use granted to them.
   3. When using the Platform and Services, you warrant that you will comply with all applicable laws, including product liability, product safety, e-commerce, data protection, tax, sanctions laws, export and import control laws, including U.S. and international export and import control laws, as well as the U.S. Children’s Online Privacy Protection Act. Ververica shall not be liable for the exportability of the Platform and Services or obtaining an approval required for an export to any particular country or for any delays caused by applicable export procedures, unless this is caused by a culpable violation of Ververica’s obligations under these Terms.
   4. You acknowledge that the Platform and Services may contain components, technologies and/or services which are subject to the laws or decisions regarding sanctions, export controls, embargoes and/or other trade restriction requirements, of the United Nations or countries in which the Platform and Services are provided. You represent and warrant that you will not use, export or re-export, sell, re-sell, license, distribute, make available or transfer or cause or facilitate the transfer of the Platform and Services, including any component or part thereof, directly or indirectly to
      1. any country or destination subject to comprehensive export controls, sanctions or other restrictions, or
      2. any individual or entity listed on any applicable sanction lists (including without limitation the U.S. Treasury Department’s list of Specially Designated Nationals, the U.S. Commerce Department’s Denied Persons List, Entity List) or any other parties not eligible to receive them, as such lists may be updated from time to time.
   5. You further warrant that you will not use, export or re-export, sell, re-sell, divert or otherwise transfer the Platform and Services, including any component or part thereof, for use in activities that involve any of the following:
      1. the development, production, use or stockpiling of nuclear activities of any kind, chemical or biological weapons or missiles, unmanned aerial vehicles, or microprocessors for military use, or any terrorist activities, nor in any facilities that are engaged in activities relating to such weapons or applications;
      2. large-scale and systematic surveillance operated by a government;
      3. the development and use of government-operated social scoring systems; or
      4. instruments for exercising repressive control by a government, especially the systematic discrimination and oppression of ethnic or other minorities.
   6. You agree that if Ververica reasonably believes that you are in breach of any of the terms and conditions contained in the above Sections 5(d) and 5(e) that alone shall be sufficient grounds for further action by Ververica, including, without limitation, cancellation of any subscriptions or denial of future sales and services, without any liability or obligation to you. In addition, you hereby indemnify Ververica and its affiliates, directors, officers and employees for all costs, expenses, damages, claims, charges, penalties, fines and other losses that arise in connection with any breach by you of such Sections 5(d) and 5(e).

6. INVESTIGATION AND ENFORCEMENT

   1. Ververica shall have the right to investigate any potential breach or violation of these Terms and to report any activities that Ververica reasonably considers to be in violation of these Terms or any applicable laws or regulations in any jurisdiction to the relevant enforcement agencies, regulators, government bodies, and any other appropriate third parties.
   2. Ververica shall have the right to access, disclose and/or remove any content you published on or submitted to Ververica or to the Platform and Services in connection therewith or to comply with applicable law, legal process or lawful government requests, or in respect of any claims or potential claims brought against Ververica, or its shareholders, subsidiaries or affiliates.

7. FEES AND PAYMENTS

   1. Except in the case of Free Versions, you may be required to pay a fee (“Fee”) for your use of the Platform and Services. Details of any Fee are set forth on the corresponding webpages of the Platform and Services. The Fee may be paid through the following payment methods subject to the availability at the time of the payment: Credit/debit card (Visa, Master, Discover, Amex, Diners, etc.).
   2. Payments will be processed through a payment processor such as Stripe. Payment for your use of the Platform and Services will be charged to your credit/debit card once the payment process is completed. Once the transaction has been processed and payment for the use of the Platform and Services has been completed, we will send an electronic receipt to the User’s email address. If the User purchases use of the Platform and Services, the User will receive a license token via the User’s email address upon completion of the payment process. If you find any inconsistencies in your billing, please contact us via our contact details or file a complaint via the customer service of the relevant payment processor.
   3. If your card is declined, you will receive an error message. No payment will be charged to your card and no order will be processed. There may be a pending transaction on your account until your card issuing bank withdraws the authorization. This usually takes two (2) to five (5) working days. Your card may be declined for a number of reasons such as insufficient funds, AVS (Address Verification System) mismatch or an incorrect security code. If your payment is declined, you will need to provide an alternative payment method or provide another card on which the payment can be charged and processed.
   4. Your payment data will be processed and kept securely and for the sole purpose of processing the purchase of the use of the Platform and Services. Ververica reserves the right to contract any payment platform available on the market which processes your data for the sole purpose of processing the purchase of the use of the Platform and Services.
   5. In the event of late payments, Ververica reserves the right to suspend User’s access to the Platform and Services until all due payments have been made. Ververica will inform the User well in advance about any suspension. For the avoidance of doubt, the suspension neither interrupts the term nor the User’s further payment obligations.

8. INTELLECTUAL PROPERTY AND COPYRIGHT

   1. The content and information available on or contained in the Platform and Services (including, but not limited to, data, information, text, music, sound, photos, graphics, videos, maps, icons, illustrations, software or other material) as well as the infrastructure used to provide such content and information are protected by copyrights, trademarks and/or other intellectual property rights owned and controlled by Ververica or by third parties who have licensed or provided their material to the platform. With the exception of the rights explicitly granted under these Terms, both Parties and their third-party suppliers and licensors remain the holders of all rights. All rights to the Platform and Services, also covering all future developments, will in particular remain with Ververica, its third-party suppliers and licensors.
   2. When you download, use or purchase any edition of the Platform and Services and we conclude a valid agreement under the Terms, unless otherwise provided to the contrary, Ververica grants you a personal, worldwide, royalty-free, non-assignable, non-exclusive, revocable license to use the Platform and Services that Ververica provides to you for the purposes agreed by the Parties (e.g. in the user account registration process or on the product details page), however only for internal business purposes (including testing) or personal educational purpose in the case of Free Versions. You may not copy, modify, distribute, sell or rent any part of the Platform and Services or the included software, or reverse engineer or attempt to extract the source code of such software, unless with our written permission or such restrictions are prohibited by law, in particular the German Copyright Act such as the right to interoperability or to create a backup copy.
   3. You may grant your employees and other third parties acting on your behalf access to your Account. In that case, you shall ensure that such employees and other third parties comply with these Terms and you remain liable for any breaches of these Terms by such employees and other third parties as if they were your own.
   4. You grant Ververica a worldwide, perpetual, irrevocable, transferable, sub-licensable, royalty-free license to use any suggestion, recommendation, feature request, or other feedback related to the Platform and Services provided by or on behalf of you and your employees, and to incorporate any of the above into the Platform and Services.
   5. Ververica will respond to all enquiries, complaints and claims relating to alleged infringement by breach or violation of the provisions contained in international copyright and intellectual property laws and regulations. Ververica respects the intellectual property of others and expects users to do the same. If you believe, in good faith, that any material provided on the Websites infringes your intellectual property right or copyright, please submit your request via our contact information, with the following information:
      1. Identification of the intellectual property right or copyright that is allegedly infringed. All relevant registration numbers or a statement of ownership of the work should be included.
      2. A statement that specifically identifies the location of the infringing material in sufficient detail so that Ververica can find it on the website.
      3. Your name, address, telephone number and email address.
      4. A statement by you that you have a good faith belief that use of the allegedly infringing material is not authorized by the owner, or its agents, or the law.
      5. A statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the owner or authorized to act on the owner’s behalf.
      6. An electronic or physical signature of the owner or the person authorized to act on the owner’s behalf.

9. INDEMNIFICATION

   1. You agree to defend and indemnify Ververica from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature, including, but not limited to, reasonable legal and accounting fees, brought by third parties as a result of
      1. a breach of these Terms or the documents referenced herein,
      2. a violation of any law or the rights of a third party, or
      3. use of Platform and Services by you or an affiliate of you within the meaning of Section 15 of the German Stock Corporation Act.
   2. This duty of indemnification does not apply if you are not responsible for the occurrence of the relevant claims, damage or costs etc.

10. DATA PROTECTION AND INFORMATION SECURITY

    1. The Parties will comply with all applicable data protection and privacy laws and regulations. Any personal data you provide in connection with your registration of the Account and your use of the Platform and Services will be used in accordance with our Privacy Policy. To the extent that Ververica is processing personal data provided by you on your behalf when you use the Platform and Services, a Data Processing Addendum will apply to such data processing activities between the Parties.
    2. You will inform your end-users (i.e. the “Data Subjects”) in accordance with applicable requirements (such as Articles 13 and 14 GDPR) as only you as the data controller are in direct contact with the Data Subjects. You are responsible and guarantee to obtain and maintain valid consents from all the Data Subjects as may be necessary under applicable law (including data protection, privacy or data processing laws and regulations) to process their personal data in the manner and for the purposes set forth in these Terms.
    3. Ververica is committed to ensuring the security, confidentiality, and integrity of its customers’ information. To achieve this goal, Ververica has implemented a range of comprehensive and reasonable information security controls, with which you shall comply to be able to use the Platform and Services. However, you are also responsible for implementing your own information security controls to safeguard your data while using the Platform and Services, including without limitation protecting your access to Ververica Cloud Services. In addition, you are solely responsible for verifying the security of your own code that is uploaded to and executed with Ververica Cloud Services. This verification process should ensure that the code is free from any known vulnerabilities and that it has not performed any malicious actions either inside or outside of Ververica’s infrastructure and environment. This security verification of code is essential to maintain the overall security and integrity of Ververica Cloud Services. Ververica may suspend or terminate Ververica Cloud Services to you in the event that there are reasonable indications that you have failed to ensure the security of your code or your data.

11. CONFIDENTIAL INFORMATION

    1. “Confidential Information” means information, whether in oral, written or other form that you or Ververica (“Discloser”) or, where applicable, your/its respective officers, directors, advisers, employees or agents (collectively, your/its “Representatives”) discloses to Ververica or you, respectively (“Recipient”) or, where applicable, your/its Representatives, including without limitation: internal policies, business plans, capitalization tables, budgets, and financial statements; costs, prices, and marketing plans; contracts and licenses; employee, customer, supplier, shareholder, partner or investor lists; technology, know-how, business processes, trade secrets and business models; notes, sketches, flow charts, formulas, blueprints, and elements thereof; and source code, object code, graphical design, user interfaces and other intellectual property, including that of any customer, supplier or other third party. Notwithstanding the foregoing, Confidential Information shall not include information that:
       1. is or becomes generally available to the public other than as a result of a disclosure or other fault by Recipient or any of its Representatives,
       2. was rightfully in Recipient’s possession free of any obligation of confidentiality at or subsequent to the time such portion was communicated pursuant to these Terms, or
       3. was developed by Recipient independently of and without reference to any information communicated hereunder. Furthermore, a disclosure by Recipient or its Representatives of Confidential Information of Discloser,
          1. in response to a valid order by a court or other governmental or regulatory body,
          2. otherwise required by law,
          3. or necessary to establish the rights of either Party under these Terms, shall not be considered to be a breach of these Terms by such Recipient;
       4. provided, however, that, if legally permitted, Recipient shall provide prompt prior written notice thereof to Discloser to enable Discloser to seek a protective order or otherwise prevent such disclosure; that, in the event that such protective order or other protection is denied and that Recipient is nonetheless legally compelled to disclose such information, Recipient shall limit the extent of such disclosure solely to the extent required by such order or law; and that Recipient shall use its reasonable best efforts to ensure that such disclosed information is treated strictly confidentially by the recipients thereof.
    2. The Recipient shall return or irretrievably delete (as reasonably instructed by the Discloser) any and all Confidential Information upon the first to occur of
       1. the termination of these Terms or
       2. written request by the Discloser.

       The Recipient shall not be required to delete or erase such copies of Confidential Information that are stored on backup media or backup servers until such time as the backup copies are scheduled to be deleted in accordance with recognized IT security procedures, provided that the Recipient will not use any such retained Confidential Information for other than back-up purposes.

    3. Ververica is entitled to publicize the cooperation with the User in a manner customary in the market during the term of the Parties’ agreement and to name the User as a reference. In doing so, Ververica is entitled to use the User’s company/company name/designation and logo for its own advertising measures. This includes reference to the User in a suitable form (for example on Ververica’s website as well as on social media and other marketing materials). Upon request, the User shall make its logo available to Ververica in digital form in a timely manner. The User shall have the same right towards Ververica.
    4. These obligations of confidentiality under this section shall survive the termination of the agreement between the Parties by a term of three (3) years.

12. LIMITATION OF LIABILITIES

    1. Ververica shall be responsible for ensuring that the Platform and Services operate as specified in these Terms. Ververica does not assume any liability for any damages resulting from a usage of the Platform and Services not in accordance with the specifications of these Terms.
    2. Ververica will be liable for damages and futile expenses only to the extent such damages or expenses are due to 
       1. intentional or grossly negligent conduct of Ververica or
       2. Ververica’s breach of a material contractual duty.

       “Material Contractual Duties” or “Cardinal Obligations” are the contractual obligations protecting User’s material interests under these Terms, i.e. obligations that characterize the Platform and Services and on which User may rely. In the event of a just slightly negligent breach of a Material Contractual Duty by Ververica, its legal representatives or vicarious agents, Ververica’s liability shall be limited to the damage or loss which is foreseeable and typical of the contract at the time of conclusion of these Terms.

    3. The foregoing limitations shall not affect liability for damages resulting from an injury to life, body, or health. The same applies to claims resulting from warranty breaches and claims under the German Product Liability Act (Produkthaftungsgesetz).
    4. Neither Party will be liable for failure or delay in performance of its obligations under these Terms to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war. Ververica will provide Free Versions “as is” and is not obliged to guarantee specific functions or other requirements of Free Versions, including with regard to availability. Ververica can provide an updated or modified version at any time at its sole discretion, without prior notice and without specifying any reasons. Ververica excludes any warranty or liability for and in connection with use of Free Versions. Ververica’s liability for intent and gross negligence and in the case of fraudulent concealment of defects remains unaffected.
    5. All exclusions and limitations of liability set out in this Section 12 also apply to Ververica’s affiliates, members of the executive board, directors, employees, agents, subcontractors, sub-suppliers and other persons assisting Ververica.

13. THIRD PARTIES

    1. Through your use of the Platform and Services you may encounter links to third party sites or be able to interact with third party sites. These third parties may charge a fee for the use of certain content or services provided on or through their websites. Therefore, you should investigate as you deem necessary or appropriate before proceeding with any transaction with any third party to determine whether a fee will be incurred.
    2. Where Ververica provides details of fees or charges for such third-party content or services, such information is provided for convenience and information purposes only. Any interaction with third party sites and applications is at your own risk. Ververica is in no way responsible for such third-party websites.

14. CHANGES

    1. Ververica may amend these Terms for legitimate reasons, in particular for legal or security reasons. This does not apply to Fees. Ververica will notify the User of any amendment at least thirty (30) days prior to its proposed entry into force.
    2. If the User fails to object in text format to an amendment before the proposed effective date, the User will be deemed to have accepted the amendment. Ververica may only introduce amendments that would create new obligations for the User or make its existing obligations more onerous if the User gives its express consent.
    3. Ververica may make amendments at shorter notice if
       1. Ververica is subject to a legal or regulatory obligation that precludes compliance with the thirty (30) day deadline,
       2. Ververica needs to amend the Terms to avert an unforeseen and imminent threat to its business operations, or
       3. the amendments are only of editorial nature. In the case of amendments made at short notice, the User will be entitled to terminate these Terms for cause if the amendment is as a whole disadvantageous for the User, i.e. if it changes the relationship between performance and Fees to the User’s disadvantage.
    4. In all other cases, amendments will only be effective if agreed between the Parties in text form. This will also apply to any amendment or supplement to the requirement of text form.

15. TERMINATION

    1. Both Parties may terminate their agreement under these Terms at any time with two (2) weeks’ notice to the end of the month by notifying each other in writing (including by email). Ververica may suspend or terminate all or part of the Free Versions at any time in its sole discretion and offer you the provision of the Platform and Services against the payment of a Fee.
    2. Ververica may suspend the provision of the Platform and Services or any parts thereof immediately on written notice to the User where Ververica reasonably suspects that the provision of the Platform and Services or the use of the Platform and Services by the User may result in a violation of any applicable laws, including laws on export or import control.
    3. The right to give notice of termination for cause in accordance with Section 314 of the German Civil Code without observing a notice period remains unaffected. The right to claim damages remains unaffected by any notice of termination.
    4. Upon termination or expiration of the agreement under these Terms, the User’s Account will be terminated, meaning you will no longer have access to the Platform and Services. Ververica will delete your data within thirty (30) days after the termination or expiration of the agreement unless statutory provisions require a further retention.

16. DISPUTES

    1. In the event of any dispute, claim or controversy arising out of or relating to these Terms, or the breach, termination, enforcement, interpretation or validity thereof or the use of the Platform and Services, you agree to initiate a formal dispute proceeding by sending us a communication through our contact information. Ververica may choose to send you a written offer after receiving your initial communication.
    2. If we offer and send you a settlement offer and you do not accept the offer, or we are unable to resolve your dispute satisfactorily and you wish to continue the dispute process, you may submit to the competent courts of Germany at the domicile of Ververica.

17. FINAL PROVISIONS

    1. Unless explicitly agreed otherwise, Ververica will provide the Platform and Services to you as activities (services).
    2. These Terms are governed by the laws of Germany without giving effect to the principles of conflicts of law thereof. Use of the Ververica Platform and Services are not authorized in any jurisdiction that does not give effect to all provisions of these Terms. Exclusive place of jurisdiction for all disputes between the Parties shall be the courts of Germany at the domicile of Ververica.
    3. Our compliance with these Terms is subject to existing laws and legal process, and nothing contained in these Terms limits our right to comply with law enforcement or other governmental or legal requests or requirements relating to your use of our Platform and Services or information provided to or collected by us in connection with such use.
    4. There are no oral amendments to these Terms. Any amendments require the agreement of the Parties in text form. The same applies to any agreement on waiver of this form requirement.
    5. Unless otherwise specified in these Terms, you shall not assign or otherwise transfer any rights or obligations under these Terms without Ververica’s permission. Ververica may assign, novate and/or transfer rights and obligations under these Terms, in whole or in part, to
       1. any of its affiliates or
       2. to a third party in connection with a restructuring.

       These Terms will be binding on the Parties and their respective successors and permitted assigns. Any assignment in contravention of this section is void.

    6. If any section of these Terms is held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. Our failure to enforce or delay in enforcing any provision of these Terms at any time does not waive our right to enforce the same or any other provision in the future.
    7. Any rights not expressly granted herein are reserved.
    8. If you have questions or concerns about these Terms, please contact us through our contact page or by using the contact information below:

Ververica GmbH

Ververica GmbH
Chausseestrasse 20
10115 Berlin

E-Mail:info@ververica.com