Terms and Conditions

To be read and agreed upon before using the service

This end-user trial license agreement (“EUTLA”) is a legal agreement between you or the entity you represent (“Licensee”, “You” or “Your”) and Dataguise Inc., 2201 Walnut Avenue, Suite 260, Fremont, CA 94538 (“Licensor,” “Us,” “Our,” or “We”) for the trial use of DgSecure OnDemand (“Software”) provided as a subscription service(“Service”) to customers of the Snowflake data warehouse service (“Snowflake Service”).

This EUTLA governs Your use of the Software and Services made available to You. To access the Service, You must at all times agree to and abide by this EUTLA.

By registering for and/or accessing, browsing, using or subscribing to the Software or Service, or by clicking “I Agree,” “Accept,” or otherwise affirmatively manifesting your intent to be bound by these Terms of Service, You signify that You have read, understood, and agree to be bound by the following terms.

In consideration for the mutual promises and obligations set forth below, the parties agree:

  1. SERVICE PRE-REQUISITES AND DEPENDANCIES
    1. You shall maintain a valid subscription for the Snowflake Service with Snowflake warehouses that have adequate and appropriate size, processing capacity and configuration for your use of the Service.
    2. You shall register for the Service through Snowflake’s Partner Connect interface.
    3. Registration shall enable Us to connect to Customer Data.
    4. The terms of this EUTLA apply to the Service and to any updates or supplements to the Service.
    5. The Service will be hosted and provided by Dataguise, Inc. via Amazon Web Services (“AWS”). The Service interfaces with and is reliant upon the Snowflake Service to obtain Customer Data for processing.
    6. Your use of the Service may impact the processing capabilities of such Snowflake warehouses while the Service is in use, and you agree that any costs from such impact are Your responsibility to pay;
    7. Your use of the Service is dependent on your network connectivity to the Service and on the network connectivity between the Service and the Snowflake Service. No guarantee is therefore given that you or any User will be able to access the Service at any given time and we shall have no liability if it is not accessible or operative at any given time;
    8. You shall ensure that your set-up of the Snowflake Service and the network connectivity to the Service (including security set-up) is adequate for your use of the Service;

  2. LICENSE. Subject to the Restrictions below, We grant You a non-transferable, non-exclusive, world-wide license to use the Service for internal evaluation purposes only, for the period of 30 days from and including the date you are first provided with login details for the Service or such other period We have specified in writing (“Trial Period”).
  3. RESTRICTIONS
    1. The Service may only be used in conjunction with the Snowflake Service.
    2. You agree to comply with and be bound by the AWS Terms and Conditions and Snowflake’s “Terms of Service”. You acknowledge that we, Snowflake, Inc. (“Snowflake”) and AWS are separate legal entities and that this EULTA does not grant you any rights enforceable against AWS or Snowflake.
    3. The Service includes a number of open source components, to whose terms you also agree when agreeing to this license. The relevant licenses for those components are located at: Click here You agree to comply with the terms of such licenses and acknowledge that Your use of the Service is conditional upon your
    4. You agree not to attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; and not to attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;
    5. You agree not to access all or any part of the Service in order to build a product or service which competes with the Service; not to license, sell, rent, lease, transfer, assign, sublicense, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Service available to any third party; to comply with all technology control or export laws and regulations that apply to the technology used or supported by the Service.
    6. You agree to prevent any unauthorized access to, or use of, the Service and, in the event of any such unauthorized access or use, promptly notify us.
    7. You shall not use the Service in a way that could damage, disable, overburden, impair or compromise our security or interfere with other users; and attempt to decipher any transmissions to or from the Service.
    8. You acknowledge that all Intellectual Property Rights (as defined below) in the Service anywhere in the world belong to us or our licensors, that Intellectual Property Rights in the Service is licensed (not sold) to you, and that you have no Intellectual Property Rights in, or to, the Service other than the right to use each of them in accordance with the terms of this EUTLA. We acknowledge that all Customer Data (defined below) shall remain the property of you or your licensors, who shall retain all Intellectual Property rights therein.
    9. You acknowledge that you have no right to have access to the Software in source-code form or in any way other than via the Service, download the Software or a copy of it, or install the Software on any computer or other device.
    10. In the event of a claim that the Service infringes the Intellectual Property Rights of a third party, you shall, at our request, immediately cease use of the Service.
    11. In this EUTLA “Intellectual Property Rights” shall mean all patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, website rights, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.
    12. You are responsible for all activity and use undertaken by your account in connection with the Service, irrespective of whether the activity or use is undertaken by You, Your employees or third parties (including your agents or contractors). We are not responsible for any unauthorized use of your account, except to the extent such unauthorized use was due to a breach of this EUTLA by Us.
    13. HIGH RISK USES. Licensee acknowledges that the Service is not intended for use in connection with any high risk or strict liability activity (including, without limitation, air travel, space travel, fire-fighting, police operations, power plant operation, military operations, rescue operations, hospital and medical operations or the like) and Licensee agrees not to use or allow the use of the Service or any portion thereof for, or in connection with, any such activity.
  4. CUSTOMER DATA
    1. “Customer Data” means all proprietary data stored in your account for the Snowflake Service, including its metadata, which you provide Us access to.
    2. The Service does not store any Customer Data when a scan or other operation is performed. The processing is done entirely in memory.
    3. The Service stores metadata about your sensitive data in a repository that is exclusively dedicated to you. This metadata has details such as the tables and columns where sensitive and personal data are located in your warehouses. Your metadata store is accessible only via the Service, with your login credentials.
    4. Upon expiry or termination of this EUTLA, the metadata is deleted permanently.
    5. You authorize Us to process Customer Data on our AWS instance for the sole purpose of Performing the Service.
    6. You hereby grant Us a perpetual, irrevocable license to use transfer, assign, create derivates of, any feedback you provide to Us about our Service and Software.
    7. You warrant that you are the owner of the Customer Data or have sufficient rights to the Customer Data such that We can process it under this EUTLA.
    8. You warrant that you have obtained all necessary consents and/or other lawful basis for processing the Customer Data.
    9. We shall process Customer data in compliance with applicable law.
  5. INDEMNITY. You shall defend, indemnify and hold harmless us against all third party claims, actions, proceedings, losses, damages, expenses and costs (including legal fees) arising out of or in connection with use of the Service by You in breach of this EUTLA.
  6. WARRANTY DISCLAIMER. LICENSOR PROVIDES THE SERVICE AND ASSOCIATED SOFTWARE “AS IS” AND WITHOUT WARRANTY OF ANY KIND, AND HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY, AND NON-INFRINGEMENT. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS SO THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.
  7. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL LICENSOR OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO LICENSEE OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE OR MALFUNCTION, OR DAMAGES RESULTING FROM YOUR USE OF THE SERVICE OR ASSOCIATED SOFTWARE. LICENSOR’S LIABILITY FOR DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE GREATER OF $10,000 OR THE FEES PAID BY LICENSEE HEREUNDER. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF COMPANY SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
  8. TERMINATION. This EUTLA shall terminate at the end of the Trial Period, unless terminated earlier under this Section. Either party may terminate this EUTLA on 10 day’s written notice. Any termination of this EUTLA shall also terminate the licenses granted hereunder. If You upgrade to a paid service, this EUTLA shall terminate upon acceptance of the applicable license terms for such paid service.
  9. GOVERNMENT USE. If Licensee is part of an agency, department, or other entity of the United States Government (“Government”), the use, duplication, reproduction, release, modification, disclosure or transfer of access to the Service is restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The Service is a “commercial item,” “commercial computer software” and “commercial computer software documentation.” In accordance with such provisions, any use of the Service or associated software by the Government shall be governed solely by the terms of this EUTLA.
  10. EXPORT CONTROLS. Licensee shall comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control (“OFAC”), or other United States or foreign agency or authority, and Licensee shall not export, or allow the export or re-export of the Service or associated software in violation of any such restrictions, laws or regulations. By using the Service, Licensee agrees to the foregoing and represents and warrants that Licensee is not located in, under the control of, or a national or resident of any restricted country.
  11. TRADEMARKS. Dataguise, DgSecure, and DgSecure OnDemand are trademarks of Dataguise, Inc. AWS, AWS Marketplace and the AWS Marketplace logo are trademarks of Amazon.com, Inc. or its affiliates. Snowflake and the Snowflake logo are trademarks of Snowflake or its affiliates. No rights to trademarks are granted to you by this EUTLA.
  12. MISCELLANEOUS. This EUTLA represents the complete agreement concerning the trial license to the Service between the parties and supersedes all prior agreements and representations between them. This EUTLA may be amended only by a writing executed by both parties. If any provision of this EUTLA is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of Licensor to act with respect to a breach of this EUTLA by Licensee or others does not constitute a waiver and shall not limit Licensor’s rights with respect to such breach or any subsequent breaches. This EUTLA is personal to Licensee and may not be assigned or transferred for any reason whatsoever without Licensor’s consent and any action or conduct in violation of the foregoing shall be void and without effect. Licensor expressly reserves the right to assign this EUTLA and to delegate any of its obligations hereunder. This EUTLA shall be governed by and construed under California law as such law applies to agreements between California residents entered into and to be performed within California. The sole and exclusive jurisdiction and venue for actions arising under this EUTLA shall be the State and Federal courts in Santa Clara County, California; Licensee hereby agrees to service of process in accordance with the rules of such courts. The party prevailing in any dispute under this EUTLA shall be entitled to its costs and legal fees. If you wish to contact us in writing, or if any condition in this EUTLA requires you to give us notice in writing, you must send this to us by email at [email protected] All communications and notices must be in the English language. If we have to contact you or give you notice in writing, we will be deemed to have done so if we email you it the email address linked to your Snowflake account. We may change these terms at any time. Your continued use of the Service will be subject to any such revised terms.

 

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