THIS PRE-RELEASE YUGABYTEDB MANAGED TERMS OF SERVICE AGREEMENT (“AGREEMENT”) GOVERNS YOUR USE AND EVALUATION OF THE PRE-RELEASE YUGABYTEDB MANAGED (DEFINED BELOW) PROVIDED BY YUGABYTE, INC. (“YUGABYTE”). BY CLICKING ON THE “YES” OR “I ACCEPT” BUTTON, OR BY ACCESSING, DOWNLOADING, OR INSTALLING THE PRE-RELEASE YUGABYTEDB MANAGED, YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MUST NOT USE, ACCESS, DOWNLOAD THE PRE-RELEASE YUGABYTEDB MANAGED. IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF AN ORGANIZATION (AND NOT FOR YOU AS INDIVIDUAL), YOU REPRESENT AND WARRANT THAT YOU HAVE LEGAL AUTHORITY TO BIND THAT ORGANIZATION, AND YOU HEREBY ENTER INTO THIS AGREEMENT ON BEHALF OF THAT ORGANIZATION. “YOU” OR “YOUR” MEANS THE ENTITY ACCEPTING THIS AGREEMENT AND THE INDIVIDUAL ACCEPTING THIS AGREEMENT ON BEHALF OF THE ENTITY.

  1. DEFINITIONS
    1. “Data” means any and all applications, files, information, data, software, or other content you upload, publish, submit, or transmit to Yugabyte in connection with your use of the Pre-Release YugabyteDB Managed, and the output generated by the Pre-Release YugabyteDB Managed (if applicable), based on such data.
    2. “Confidential Information” means any non-public information disclosed pursuant to this Agreement (such information may be related to the business, customer, financials or affiliates of the disclosing party), including but not limited to Pre-Release YugabyteDB Managed, updates, processes, financial data, statistics, programs, customer lists, research or business development information.
    3. “Feedback” means any comments, suggestions, opinions, code, input, reports, information or other feedback regarding the Pre-Release YugabyteDB Managed or Yugabyte’s technology or business.
    4. “Forward-Looking Statements” are statements regarding future Yugabyte events, product offerings, product performance, or uses of Pre-Release YugabyteDB Managed.
    5. “Intellectual Property Rights” means any and all patent rights, copyright rights, trademark rights, mask work rights, trade secret rights, sui generis database rights and all other intellectual and industrial property rights of any sort throughout the world (including any application therefor and any rights to apply therefor, as well as all rights to pursue remedies for infringement or violation thereof).
    6. “Non-Production Use” means your internal business use with your systems, networks, devices and data for the purposes of internal testing and evaluation of the Pre-Release YugabyteDB Managed in order to provide Feedback to Yugabyte regarding the Pre-Release YugabyteDB Managed. Such use does not include use of your systems, networks or devices as part of services you provide for a third party’s benefit.
    7. “Pre-Release YugabyteDB Managed” means the pre-release version of YugabyteDB Managed, associated applications, and other documentation, information, data, technology and materials related thereto, that we make available to you under the terms of this Agreement. It also includes any enhancements, updates, upgrades, derivatives or bug fixes to the foregoing during the term of this Agreement.
    8. “Third Party Content” means third party data, content, services, or applications, including open source software.
  2. SCOPE OF LICENSE, FEEDBACK & RIGHTS
    1. Pre-Release Evaluation. YugaByte has developed the Pre-Release YugabyteDB Managed, which you wish to access solely for evaluation purposes. You acknowledge and agree that such Pre-Release YugabyteDB Managed is pre-release and is not a generally available product.
    2. License. Yugabyte hereby grants to You a non-exclusive, non-sublicensable, non-transferable, revocable, limited license to use and evaluate the Pre-Release YugabyteDB Managed for the Term (defined below), solely for Internal Purposes and subject to your compliance with the terms herein.
    3. License Restrictions: The Pre-Release YugabyteDB Managed is not intended for production use. You must not, and must not allow any third party to: (a) access or use the Pre-Release Yugabyte for any other purposes than the Internal Purposes; (b) use the the Pre-Release YugabyteDB Managed in an application services provider, service bureau, or similar capacity; (c) disclose to any third party the results of any benchmark testing or comparative or competitive analyses of the Pre-Release YugabyteDB Managed without Yugabyte’s prior written approval; (d) make the Pre-Release YugabyteDB Managed available for access or use to any third party except as otherwise expressly permitted by Yugabyte; (e transfer or sublicense the the Pre-Release YugabyteDB Managed; (f) use the the Pre-Release YugabyteDB Managed in conflict with this Agreement and in compliance with all applicable laws and regulations; (g) modify, translate, enhance, or create derivative works from the Pre-Release YugabyteDB Managed, or reverse assemble or disassemble, reverse engineer, decompile, or otherwise attempt to derive source code from the Pre-Release YugabyteDB Managed except as permitted by applicable mandatory law or third party license; (h) remove any copyright or other proprietary notices on or in the Pre-Release YugabyteDB Managed; or (i) violate or circumvent any technological restrictions within the Pre-Release YugabyteDB Managed or as otherwise specified in this Agreement.
    4. Feedback. Upon Yugabyte’s request, You shall provide feedback to Yugabyte concerning the functionality and performance of the Pre-Release YugabyteDB Managed including, without limitation, identifying potential errors and improvements. Yugabyte may use Feedback, without restriction, to improve or enhance its products and You hereby grants to Yugabyte a non-exclusive, perpetual, irrevocable, royalty-free, transferable, worldwide right and license, with the right to sublicense (i) to use, reproduce, disclose, distribute, modify, prepare derivative works of and otherwise exploit Feedback and other information You provide, and (ii) to make, use, sell, offer to sell, import and export any product or service that incorporates Feedback and other information You provide to Yugabyte under this Agreement. You warrant that the Feedback (1) does not infringe any copyright or trade secret of any third party, and that you have no knowledge of any patent of any third party that may be infringed by the Feedback; (2) is not subject to any license terms that would require Yugabyteto comply with any additional obligations with respect to any product or service that incorporates your Feedback.
    5. Ownership. Yugabyte, its suppliers and/or our licensors own and retain all worldwide right, title and interest in and to the Pre-Release YugabyteDB Managed, including all Intellectual Property Rights therein and any derivative works thereof. You do not acquire any other rights, express or implied, in the Pre-Release YugabyteDB Managed. Except as expressly stated in this Agreement, Yugabyte does not grant you any Intellectual Property Rights in the Pre-Release YugabyteDB Managed, and all right, title, and interest in and to all copies of the Pre-Release YugabyteDB Managed not expressly granted are reserved by Yugabyte, its suppliers and/or its licensors. The Pre-Release YugabyteDB Managed is copyrighted and protected by the laws of the United States and other countries, and international treaty provisions. You acknowledge that the Pre-Release YugabyteDB Managed is licensed and not sold.
    6. Termination. Yugabyte reserves the right to terminate Your access to or use of Pre-Release YugabyteDB Managed at any time and for any reason, and You agree to promptly return, destroy, and discontinue use of Pre-Release YugabyteDB Managed and all related materials as instructed by Yugabyte.
  3. USE RESTRICTIONS
    1. Access. You may access and use the Pre-Release YugabyteDB Managed for solely your own benefit. To access the Pre-Release YugabyteDB Managed, You must register for the Pre-Release YugabyteDB Managed and set up an authorized user profile with login credentials (“Login Credentials”). You shall keep your Login Credentials confidential and are responsible for securing, protecting, and maintaining the confidentiality of your Login Credentials, and are responsible for keeping your User Profile accurate, complete and current as long as you continue to use Pre-Release YugabyteDB Managed. You agree and acknowledge that each user will be identified by separate Login Credentials and that Login Credentials may only be used by one (1) individual. You may not share Login Credentials with other users. You are responsible for any use that occurs under your Login Credentials. If you believe an unauthorized user has gained access to your Login Credentials, you shall notify us immediately. Neither we nor our affiliates are responsible for any unauthorized access to or use of your account.
    2. Data. You hereby grant Yugabyte a perpetual, irrevocable, non-exclusive, royalty-free, paid-up, worldwide sublicensable license to use, access, transmit, host, store, and display Data solely for the purpose of providing and improving the Pre-Release YugabyteDB Managed. Yugabyte may exercise this license for purposes of providing, maintaining, repairing, administering, and improving the Pre-Release YugabyteDB Managed or in developing new products or services. You represent, warrant and agree that the Data and other materials you provide or make available to Yugabyte (i) you own or have the necessary rights, licenses and authorization to distribute the Data to Yugabyte under this Agreement and (ii) you will include only information relevant to the Pre-Release YugabyteDB Managed and the use thereof and will not include any confidential information, including personally identifiable information, financial data, or any protected health data. You acknowledge and agree that you are solely responsible for all Data you upload or submit using the Pre-Release YugabyteDB Managed and for your conduct while using the Pre-Release YugabyteDB Managed. You acknowledge and agree that: (a) you will evaluate and bear all risks associated with the use of any Data; (b) you are responsible for protecting and backing up the Data; (c) you are responsible for protecting the confidentiality of any Data and Yugabyte will have no obligation to keep any Data confidential; and (d) under no circumstances will Yugabyte be liable in any way for any Data, including, but not limited to, any errors or omissions in any Data, or any loss or damages of any kind incurred as a result of your use, deletion, disclosure, modification, or correction of any Data. Yugabyte has no responsibility to store, protect, remove or delete any Data for you and shall have no liability for the deletion of or failure to store any Data.
      1. If You are a resident of the European Union, the provisions of Article 28(3) of the Regulation (EU) 2016/679, together with any terms used therein that are defined in such Regulation, are incorporated herein by reference. You and Yugabyte further agree to the terms contained in the Commission Decision of February 5, 2010 on standard contractual clauses for the transfer of personal data to processors established in third countries under Directive 95/46/EC of the European Parliament and of the Council, with You as the “data exporter” and Yugabyte as the “data importer” as used in such terms, with Appendix 1 thereto modified appropriately to reflect the Data under this Agreement.
    3. Third Party Content. As part of Your use of the Pre-Release YugabyteDB Managed, you may be provided with access to Third Party Content under separate terms and/or with separate fees. We make this Third Party Content available on an “AS-IS” basis without indemnification or support and disclaim all warranties of any kind (including warranties of merchantability, fitness for a particular purposes, and non-infringement), express or implied. You are solely responsible for reviewing, accepting, and complying with any Third Party Terms and other restrictions applicable to the Third Party Content. All Third Party Terms are solely between you and the applicable third party. Yugabyte does not endorse or assume any responsibility for any Third Party Content. If You access or use any Third Party Content, you do so at your own risk. You expressly relieve Yugabyte from any and all liability arising from your use of any Third Party Content, and you agree that Yugabyte shall not be responsible for any loss or damage of any sort arising from or relating to your use of any Third Party Content.
    4. Acceptable Use.
      1. You will not, and you will take steps to ensure that your authorized users do not, post Data that:
        1. may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to an authorized user, or any other person or entity;
        2. may create a risk of any other loss or damage to any person or property;
        3. may constitute or contribute to a crime or tort;
        4. contains any information or content that is unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, or otherwise objectionable;
        5. contains any information or content that is illegal; or
        6. contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships.
    5. You represent and warrant that the Data does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights, and rights of publicity and privacy. You shall ensure that your use of the Pre-Release YugabyteDB Managed complies at all times with your privacy policies and all applicable local, state, federal and international laws and regulations, including any encryption requirements.
    6. Violations of Acceptable Use. If You become aware that any of your Data or your user’s violates this Agreement, you shall immediately suspend or remove the applicable Data or suspend that user’s access. If you fail to do so, we may ask you to do so. If you fail to comply with our request, we may suspend your account or disable the applicable Data until you comply with our request.
  4. DISCLAIMER OF WARRANTY & SUPPORT
    1. THE PRE-RELEASE YUGABYTEDB MANAGED, AND ANY UPDATES, MAY CONTAIN ERRORS AND ARE PROVIDED FOR THE PURPOSES EXPRESSLY PERMITTED UNDER THIS AGREEMENT. TO THE FULLEST EXTENT PERMITTED BY LAW, AND SUBJECT TO SECTION 5, PRE-RELEASE YUGABYTEDB MANAGED, AND ANY UPDATES ARE PROVIDED TO YOU “AS IS” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY LAW, AND SUBJECT TO SECTION 5 (LIMITATION OF LIABILITY), YUGABYTE SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
    2. You acknowledge that Pre-Release YugabyteDB Managed is subject to change and does not in any way represent Yugabyte’s commitment, promise, or agreement to release and/or offer for sale a generally available version of such Pre-Release YugabyteDB Managed in the future. Accordingly, You acknowledge that any research or development that You perform regarding the Pre-Release YugabyteDB Managed or any product associated with Pre-Release YugabyteDB Managed is done entirely at Your own risk. The Pre-Release YugabyteDB Managed may contain features, functionality or modules that may not be included in the generally available commercial version of Pre-Release YugabyteDB Managed, if released, or that will be marketed separately for additional fees.
    3. Yugabyte has no obligation to support the Pre-Release YugabyteDB Managed during the Trial Period in any manner nor to provide any updates to You. Notwithstanding, Yugabyte may provide support during the Trial Period.
  5. LIMITATION OF LIABILITY. IT IS UNDERSTOOD THAT PRE-RELEASE YUGABYTEDB MANAGED IS PROVIDED WITHOUT CHARGE FOR THE PURPOSES EXPRESSLY PERMITTED UNDER THIS AGREEMENT. ACCORDINGLY, TO THE FULLEST EXTENT PERMITTED BY LAW, BUT SUBJECT TO THIS SECTION 5, YUGABYTE’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED $1.00. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL YUGABYTE HAVE LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING WITHOUT LIMITATION, TORT, STATUTE, CONTRACT OR OTHER), EVEN IF YUGABYTE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE PARTIES ACKNOWLEDGE THAT THE VARIOUS CONSIDERATIONS DUE TO YUGABYTE IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT WERE TAKEN INTO ACCOUNT IN DETERMINING THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION 5. YOU ACKNOWLEDGE AND AGREES THIS LIMITATION IS AN ESSENTIAL ELEMENT OF THIS AGREEMENT AND THAT YUGABYTE WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY.
  6. CONFIDENTIALITY.
    1. You will: (a) hold Yugabyte’s Confidential Information in confidence and not disclose such Confidential Information to any third party; (b) not use Yugabyte’s Confidential Information for any purpose except as expressly permitted in this Agreement; (c) take reasonable precautions (at least equivalent to those You take with respect to Your most highly confidential information) to prevent unauthorized disclosure or use of Yugabyte’s Confidential Information; (d) not disassemble or decompile any software or otherwise attempt to reverse engineer the design and function of any software, equipment, prototypes or tangible materials that embody Confidential Information; (e) not copy Confidential Information or remove any proprietary or confidentiality legends from Confidential Information; and (f) immediately notify Yugabyte in the event of any unauthorized use or disclosure of Confidential Information.
    2. Your obligations under this Agreement will not apply to any Confidential Information to the extent it: (a) is now, or subsequently becomes, generally available through no wrongful act or omission of Yours; (b) was, before receipt from Yugabyte, or becomes rightfully known to You without confidentiality restrictions through disclosure from a source other than Yugabyte that does not owe a duty of confidentiality to Yugabyte with respect to such Confidential Information; or (c) is independently developed by You without using or accessing any Confidential Information of Yugabyte.
    3. You acknowledge that any breach of its obligations under this Agreement with respect to the proprietary rights or Confidential Information will cause Yugabyte irreparable injury for which there are inadequate remedies at law, and therefore, Yugabyte will be entitled to equitable relief in addition to all other remedies provided by this Agreement or available at law or in equity.
  7. PRIVACY. You acknowledge that Yugabyte and its providers may obtain information and data from you in connection with your registration, installation, and use of the Pre-Release Yugabyte, including, without limitation, personal information. Yugabyte may also collect and process technical and related environmental or performance information about your access and use of the Pre-Release YugabyteDB Managed (which may include, without limitation, data ingest volume, search concurrency, number of unique user log-ins, Internet protocol addresses, session duration, page views and other similar data) and certain aggregated, anonymized information about the your environment, performance, configuration and other usage information. Yugabyte uses this information to support and troubleshoot issues, provide personalized messages, updates, analyze trends and improve Yugabyte products or services. You hereby consent to Yugabyte and its providers maintaining, using, storing and disclosing such information and data (including, without limitation, personal information, if any, in conformity with Yugabyte’s Privacy Policy, which may be updated from time to time). You further consent to receiving electronic communications and notifications from Yugabyte in connection with your use of the Pre-Release YugabyteDB Managed. You agree that any such communication will satisfy any applicable legal communication requirements, including that such communications be in writing.
  8. NO RELIANCE. Yugabyte has no obligations about any Forward-Looking Statements made in connection with or in the course of providing the Pre-Release YugabyteDB Managed. Any such statements reflect current expectations and estimates based on factors currently known and that actual events or results could differ materially. Any information about our roadmap outlines or our general product direction is subject to change at any time without notice. It is for informational purposes only and shall not be incorporated into this Agreement or any contract or other commitment. Yugabyte undertakes no obligation either to develop the features or functionality described in the Forward-Looking Statement or to include any such feature or functionality in a future release, including those you are reviewing as a part of the Pre-Release YugabyteDB Managed. You expressly acknowledge that the Pre-Release YugabyteDB Managed has not been fully tested and may contain defects or deficiencies which may not be corrected by Yugabyte, that the Pre-Release YugabyteDB Managed may undergo significant changes prior to release of the corresponding generally available final version.
  9. EXPORT AND TRADE COMPLIANCE. The Pre-Release YugabyteDB Managed and any technology delivered in connection with them pursuant to this Agreement may be subject to governmental restrictions on exports from the USA, restrictions on exports from other countries in which such Pre-Release YugabyteDB Managed and technology may be provided or located, disclosures of technology to foreign persons, exports from abroad of derivative products, and the importation or use of such technology included with them outside of the USA (collectively, “Export Laws”). Diversion contrary to Export Laws is expressly prohibited. You shall, at your sole expense, comply with all Export Laws including without limitation all licensing, authorization, documentation and reporting requirements and Yugabyte export policies made available to You by Yugabyte. You represent that You are not a restricted party, which shall be deemed to include any person or entity: (a) located in or a national of Cuba, Iran, North Korea, Sudan, Syria, Crimea, or any other countries that may, from time to time, become sanctioned or with which U.S. persons are generally prohibited from engaging in financial transactions; (b) on any restricted party or entity list maintained by any U.S. government agency; or (c) any person or entity involved in an activity restricted by any U.S. government agency. The Pre-Release YugabyteDB Managed may be subject to the International Traffic in Arms Regulations and shall only be exported, transferred or released to foreign nationals inside or outside the United States in compliance with such regulations.
  10. Term and Termination.
    1. Term. This Agreement will commence at the point you first access the Pre-Release YugabyteDB Managed and will be effective until terminated. This Agreement may be terminated at any time by either party, with or without cause, effective upon notice of termination.
    2. Termination. This Agreement will terminate automatically upon the end of the Pre-Release YugabyteDB Managed as identified by Yugabyte or upon commercial release (if any) of the Pre-Release YugabyteDB Managed, whichever is earlier. Upon the termination of this Agreement for any reason: (a) all rights granted to you under this Agreement, including your ability to access any of Your Data stored in the Pre-Release YugabyteDB Managed, will immediately terminate; and (b) you must promptly discontinue all access or use of the Pre-Release Yugabyte and delete or destroy any of our Confidential Information. All terms that by their nature should survive the termination or expiration of the Agreement shall survive
  11. GENERAL. This Agreement is governed and interpreted by California law. Any lawsuit arising directly or indirectly out of this Agreement shall be litigated in the Superior Court of Santa Clara, California or, if original jurisdiction can be established, in the United States District Court for the Northern District of California. The U.N. Convention on Contracts for the International Sale of Goods does not apply. Both parties shall comply with all applicable laws and regulations and diversion contrary to such laws is expressly prohibited. This Agreement confers no rights or remedies on any third party, other than the parties to this Agreement and their respective successors and permitted assigns. Yugabyte reserves all rights not expressly granted to You in this Agreement. The parties are independent contractors. This Agreement and its attachments contain the entire understanding between the parties and may be amended only by a written document signed by both parties. You shall not assign or transfer any rights under this Agreement or delegate any of its duties under this Agreement without Yugabyte’s prior written consent, and any such action in violation of this provision, is null and void, of no force, and a breach of this Agreement. Yugabyte may assign or transfer this Agreement to any successors-in-interest to all or substantially all of the business or assets of Yugabyte whether by merger, reorganization, asset sale or otherwise, or to any Affiliates of Yugabyte, and this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns. If any part of this Agreement is held unenforceable, the validity of the remaining provisions shall not be affected.