WEBSITE TERMS OF USE

Last Updated March 6, 2023

These Terms of Use (“Terms of Use") apply to your access to and use of the websites of CData Software, Inc. (“CData," “we" or “us") and its affiliates, including the community, online services, content, and materials made available via the Website (collectively, the “Website"). By accessing or using the Website You agree to be bound by all applicable Terms of Use. These Terms of Use do not alter in any way the terms or conditions of any other agreement you may have with CData that you may require in order to use or access CData products or services.

We reserve the right to change or modify these Terms of Use at any time and in our sole discretion. If we make changes to these Terms of Use, we will provide notice of such changes by posting the revised Terms of Use to the Website and updating the “Last Updated" date above and/or by sending an email notification or posting additional notice on the Website. Your continued use of the Website following our notice of the amended Terms of Use will confirm your acceptance of the amended Terms of Use. If you do not agree to the amended Terms of Use, you may not continue accessing or using the Website.

All questions or comments about the Website should be directed to website@cdata.com.

1. Privacy Policy

   Please refer to our Privacy Policy for information about how we collect, use and disclose information about users of our Website.

2. Eligibility

   You represent and warrant that you (a) are at least 18 years old, (b) have not been previously suspended from using the Website, and (c) have full power and authority to enter into this agreement and that, in doing so, will not violate any other agreement to which you are a party.

3. Account

   In order to use certain features of the Website, you may be required to register for an account. If you create an account via our Website, you agree to: (i) provide accurate, current and complete information; (ii) maintain and promptly update your account information to keep it accurate, current and complete; (iii) maintain the security of your account; and (iv) promptly notify us if you discover or otherwise suspect any security breaches related to your account.

4. Copyright and Limited License

   Unless otherwise indicated, the Website, including all content, video and other materials on or made available via the Website, are the proprietary property of CData and its licensors and are protected by U.S. and international copyright laws. You are granted a limited, non-transferable, non-exclusive, revocable license to access and use the Website solely for your own personal or business purposes; provided, however, that, unless otherwise expressly permitted via the Website, you may not: (a) resell, lease, rent, or sublicense the Website or any access to the Website; (b) distribute, publicly perform or publicly display the Website; (c) modify or otherwise make any derivative uses of the Website; (d) copy or download (other than page caching) any webpages, except as expressly permitted on the Website; or (e) use the Website other than for its intended purposes. Except as explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise.

5. Trademarks

   The CData logo, the look and feel of the Website, and any other product or service name listed in the Website are trademarks, service marks and/or trade dress of CData or our suppliers or licensors or the applicable third party holder and may not be copied, imitated or used, in whole or in part, without the prior written authorization of CData or the applicable trademark holder. Any authorized use of such trademarks, service marks and/or trade dress must be in accordance with any guidelines provided by CData or the applicable third party.

6. User Content

   The Website may include the community, discussion forums, blogs, or other interactive features or areas (collectively, “Interactive Areas"), in which you may create, post, transmit or store any content on the Website, such as text, photos, video, or graphics (“User Content"). You are solely responsible for any User Content you create, post, transmit or store via the Website, and your use of the Interactive Areas is at your own risk. You hereby grant CData a non-exclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display any User Content via the Website and any other medium. You represent and warrant that you own and control all of the rights, title and interest in and to any User Content or you otherwise have all necessary rights and hereby do grant those rights to CData as mandated in these Terms of Use. You acknowledge that any User Content posted may be viewed by the general public and that the Website, including any social networking features, community, discussion boards, and other features of the Website, are for public and not private communications.

   You agree not to create, post, transmit or store via the Website any User Content that:

   (a) is unlawful, libelous, defamatory, obscene, pornographic, harassing, threatening, abusive, inflammatory, fraudulent or otherwise objectionable;

   (b) would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or that would otherwise create liability or violate any local, state, national or international law;

   (c) displays, describes or encourages usage of any product we sell in a manner that could be offensive, inappropriate or harmful to CData or any user;

   (d) may violate the publicity, privacy or data protection rights of others, including pictures or information about another individual where you have not obtained such individual's consent;

   (e) makes false or misleading statements, claims or depictions about a person, company, product or service;

   (f) does not clearly and prominently disclose any material connections you may have to CData or third-party brands or sellers (for example, if you receive free products or services);

   (g) may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;

   (h) impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;

   (i) contains viruses, malware of any kind, corrupted data or other harmful, disruptive or destructive files or code; or

   (j) in the sole judgment of CData, restricts or inhibits any other person from using or enjoying the Website or which may expose CData or its users to any harm or liability of any type.

   CData takes no responsibility and assumes no liability for any User Content or for any loss or damage thereto. Enforcement of the Terms of Use is solely in our discretion and the absence of enforcement of these Terms of Use in some instances does not constitute a waiver of our right to enforce the Terms of Use in other instances. In addition, these Terms of Use do not create any private right of action on the part of any third party or any reasonable expectation or promise that the Website will not contain any content that is prohibited by these Terms of Use. Although CData has no obligation to screen, edit or monitor any of the User Content posted on the Website, CData reserves the right, and has absolute discretion, to remove, screen or edit any User Content posted or stored on the Website at any time and for any reason without notice, and you are solely responsible for creating backup copies and replacing any User Content you post or store on the Website at your sole cost and expense.

7. Feedback

   You may submit questions, comments, suggestions, ideas, plans, notes, drawings, original or creative materials or other information, about the Website or CData (“Feedback"). CData shall own, and you hereby assign to CData, all right, title and interest, including all intellectual property rights, in and to such Feedback and CData shall be entitled to the unrestricted use and dissemination of any Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You agree to execute any documentation required by CData (in our sole discretion) to confirm such assignment to, and unrestricted use and dissemination by, CData of any Feedback.

8. User Conduct

   You agree that you will not use the Website in violation of any law, contract or intellectual property or other third party right. You further agree not to:

   (a) Use the Website in any manner that could damage, disable, overburden or impair the Website;

   (b) Send unsolicited or unauthorized advertising, solicitations, promotional materials, spam, junk mail, chain letters and pyramid schemes, or harvest or collect email addresses or other contact information of other users from the Website for the purposes of sending commercial emails or use the Website for any other commercial purpose;

   (c) Use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Website or to extract data;

   (d) Introduce to the Website any virus, trojan worms, logic bombs or other harmful material;

   (e) Circumvent measures employed to prevent or limit access to any area, content or feature of the Website;

   (f) Use or attempt to use another's account, or grant any third party any right to access your account, without authorization from CData;

   (g) Engage in any harassing, intimidating, predatory or stalking conduct;

   (h) Develop any third-party applications that interact with User Content and the Website; or

   (i) “Frame" our Website or otherwise make it look like you have a relationship to us or that we have endorsed you for any purpose without the prior written permission of CData.

9. Repeat Infringer Policy; Copyright Complaints

   In accordance with the Digital Millennium Copyright Act (“DMCA") and other applicable law, CData has adopted a policy of terminating, in appropriate circumstances and at CData's sole discretion, users or account holders who are deemed to be repeat infringers. CData may also at its sole discretion limit access to the Website and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

   If you believe that anything on the Website infringes upon any copyright that you own or control, you may file a notification of such infringement with our Designated Agent as set forth below.

   Name of Designated Agent:	Kathy Priest
   Address:	101 Europa Drive, Suite 100
   	Chapel Hill, NC 27713
   Telephone Number:	(919) 928-5214
   Fax Number:	(919) 864-2655
   E-Mail Address:	[email protected]

   
   Please see 17 U.S.C. §512(c)(3) for the requirements of a proper notification. You should note that if you knowingly misrepresent in your notification that the material or activity is infringing, you may be liable for any damages, including costs and attorneys' fees,incurred by us or the alleged infringer as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.

10. Third-Party Content

    CData may provide third-party content on the Website, including sites, applications, tools, platforms, services, advertisements, and promotional offers, and may provide links to Web pages and content of third parties (collectively the “Third-Party Content"). CData does not control, endorse, or adopt any Third-Party Content and makes no representation or warranties of any kind regarding the Third-Party Content, including without limitation regarding its accuracy or completeness. You acknowledge and agree that CData is not responsible or liable in any manner for any Third-Party Content, including any loss or damage caused by or resulting from the use of or reliance on any Third-Party Content, and undertakes no responsibility to update or review any Third-Party Content. Your use of any Third-Party Content is at your own risk. The inclusion of Third-Party Content on the Website does not imply affiliation, endorsement, or adoption by CData of any Third-Party Content or any information contained therein. Your business dealings or correspondence with, or participation in the promotional offers of, any third party responsible for Third-Party Content, and any terms, conditions, warranties, or representations associated with such dealings or promotional offers, are solely between you and such third party. Where the Website include certain embedded Third-Party Content which is provided or controlled by a third party or when you leave the Website, you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any Third-Party Content or site to which you navigate from the Website and only use the Third-Party Content if you agree to their respective terms and policies.

11. Disclaimer

    THE SERVICES ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE CONSTRUED AS LEGAL, FINANCIAL OR OTHER PROFESSIONAL ADVICE OR, UNLESS OTHERWISE EXPRESSLY STATED, AS CDATA'S OFFICIAL POSITION ON ANY SUBJECT MATTER. CDATA DOES NOT REPRESENT OR WARRANT THAT (A) THE WEBSITES ARE AVAILABLE, UNINTERRUPTED, ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE, OR (B) THE WEBSITE OR OUR SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY USE OF THE WEBSITE IS AT YOUR OWN RISK. YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD FROM THE WEBSITE.

    EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY CDATA, THE SERVICES ARE PROVIDED ON AN “AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CDATA DISCLAIMS ALL STATUTORY AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

12. Indemnification

    You agree to defend, indemnify and hold harmless CData, our service providers, suppliers and consultants, and our and their respective directors, officers, employees and agents (collectively, “the CData Parties") from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or related to (a) your use of the Website, (b) any User Content and Feedback you provide, (c) your breach of any of these Terms of Use, or (d) your violation of the rights of any third party.

13. Limitation of Liability

    TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) IN NO EVENT SHALL THE CDATA PARTIES BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING AS A RESULT OF CDATA'S NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THESE TERMS OR THE USE OF OR INABILITY TO USE THE SERVICES; AND (B) IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE CDATA PARTIES, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING AS A RESULT OF CDATA'S ALLEGED NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE WEBSITE EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO WEBSITE FOR ACCESS TO OR USE OF THE WEBSITE.

    YOU ACKNOWLEDGE AND AGREE THAT CDATA HAS OFFERED THE WEBSITE, SET THEIR PRICES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH IN THESE TERMS, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND CDATA. CDATA WOULD NOT BE ABLE TO PROVIDE THE WEBSITE ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

14. No Third-Party Beneficiaries

    These Terms of Use are for the benefit of, and will be enforceable by, CData and you only. These Terms of Use are not intended to confer any right or benefit on any third party or to create any obligations to any such third party.

15. Modifications to the Website

    CData reserves the right to modify or discontinue, temporarily or permanently, the Website or any features or portions thereof without prior notice. You agree that CData will not be liable for any modification, suspension or discontinuance of the Website or any part thereof.

16. Governing Law

    Any dispute between the parties regarding the subject matter of these Terms of Use will be governed by these Terms of Use and the laws of the State of Delaware and applicable United States law, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction.

17. Termination

    CData reserves the right, without advance notice and in its sole discretion, to limit or terminate your license to use the Website, and to block or prevent your future access to and use of the Website.

18. Severability

    If any provision of these Terms of Use shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.