Full 360 Inc. (“Full 360”) wants to welcome you to ElasticDW™, a database as-a-service in the public cloud. Accepting the terms of the Early Access License Agreement for ElasticDW™ (“Agreement”) constitutes an Agreement between Full 360 and you (“You”). Please read and consider this Agreement carefully; there are certain restrictions or limitations on Your free use of ElasticDW™.

By checking ”I confirm that I have read and accept the Early Access License Agreement” below and by providing the required information, You expressly acknowledge that You are a party to this Agreement, that You have the authority to bind Your Organization and that You agree to be bound by the Agreement. This Agreement applies to the Software, including Materials. If You represent an Organization then You hereby represent and warrant to Full 360 that You are authorized to act on behalf of the Organization in accepting the terms of this Agreement and use of Your AWS account. Any Full 360 terms and conditions that appear in, on or accompany any of the Software Materials, items or services also apply and bind You in connection with Your use of and access to the Software. By using the Software, You accept the terms in this Agreement. If You do not accept them, or if You are not authorized to act on behalf of the Organization on whose behalf the Software is being used, do not use the Software.

1. Definitions

• a. “Confidential Information” means all information, whether written or oral, and in any form, including, without limitation, in software (in source or object code), engineering documents, manuals, reports, designs, drawings, plans, flowcharts, program listings, data file printouts, processes, product information, new product plans, sales and marketing plans and/or programs, and pricing information relating to the Software, which is disclosed either directly or indirectly to You that You know or have a reason to know that Full 360 would like to treat as confidential for any purpose, such as maintaining a competitive advantage or avoiding undesirable publicity.
• b. “Customer Content” means all content and personal data provided by or made accessible to Full 360 that You use in ElasticDW™.
• c. “Derivative Work” means a creation that includes major copyrightable elements of ElasticDW™ to create an entirely separate product, and specifically excludes products generated using ElasticDW™.
• d. “Feedback” means comments, suggestions, concepts, ideas, recommendations for improvements and other feedback concerning ElasticDW™ that You provide related to its use, operation, functionality, appearance and other features and characteristics.
• e. “Intellectual Property Rights” means trade secrets, trademarks, patent rights, copyrights and moral rights related to ElasticDW™.
• f. “Materials” means documents and anything else related to ElasticDW™ that is provided to You.
• g. “Organization” means a company or other legal entity or organization that employs You, or for which you are an agent or other type of representative.
• h. “Roles” means IAM roles used by the Software to create resources in Your AWS account.
• i. “Software” means ElasticDW™ and includes documentation, user guides, upgrades, updates, supplements, other services and support services provided by or on behalf of Full 360 related to ElasticDW™.services provided by or on behalf of Full 360 related to ElasticDW™.
• j. “You” or “Your” means you, to include the Organization if you represent an Organization in accessing or using the Software, or if you use it on any device or computer supplied or paid for by the Organization, or if you have received the Software on behalf of the Organization.

2. License

The Software is licensed, not sold. This Agreement only gives You some rights to use the Software. Full 360 reserves all other rights. Unless applicable law gives You more rights despite this limitation, You may use the Software only as expressly permitted in this Agreement. Using the Software requires a valid subscription to Vertica Marketplace AMI and You expressly grant Full 360 permission to access your AWS account as part of this Software.

• a. Purpose: (i)To evaluate the Software in accordance with this Agreement in exchange for and for the limited express purpose of, You providing Feedback to Full 360, which may be considered by Full 360 in implementing changes and improvements to the Software in the course of further development of the Software; and (ii) Your own curiosity and enjoyment or to sample the Software for consideration of cloud resource management services.
• b. Exclusions: Without limitation, You may not:
  • Use Software for commercial purposes or in any type of production environment;
  • Work around any technical limitations in the Software;
  • Remove, minimize, block or modify any logos, trademarks, copyright, digital watermarks, or other notices of Full 360 or its suppliers that are included in the Software, including any content made available to You through the Software;
  • Copy, modify, disassemble, decompile or reverse engineer the Software, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by this Agreement or by law, notwithstanding this prohibition;
  • Sell, resell, license, sublicense, distribute, rent, lease or otherwise provide access to the Software to any third party except to the extent explicitly authorized in writing by Full 360;
  • Use the Software to develop or offer a service made available to any third party that could reasonably be seen to serve as a substitute for such third party’s possible subscription to any Full 360 product or service;
  • Transfer or assign any of Your rights hereunder except as expressly permitted in Section iii. above;
  • Use the Software to violate the security or integrity of, or otherwise abuse, any application, computing device, system or network (each a “System”) or any party, including but not limited to gaining unauthorized access to any System (including attempts to probe, scan, monitor, or test the vulnerability of a System), forging any headers or other parts of any message describing its origin or routing, interfering with the proper functioning of any System (including any deliberate attempt by any means to overload a System), implementing denial-of-service attacks (inundating a target with communications requests so it cannot respond effectively or at all to legitimate traffic), operating non-permissioned network services (including open proxies, mail relays or recursive domain name servers), using any means to bypass System usage limitations, or storing, transmitting or installing malicious code;
  • Use the Software to distribute or facilitate the sending of unsolicited or unlawful (i) email or other messages, or (ii) promotions of any kind;
  • Use the Software to engage in or promote any other fraudulent, deceptive or illegal activities; or
  • Use the Software to process, store or transmit material in violation of any law or any third-party rights, including, without limitation, privacy rights.
• c. Security Role: You accept and understand that the cluster may become unavailable, shutdown, or compromise the functionality of the Software if the security role used by the Software is materially changed;
• d. Scope: Subject to the terms of this Agreement, You (and no other person who has not entered into this Agreement with Full 360) are hereby granted a limited, nonexclusive, non-transferable and royalty-free right and license to use the Software and any Materials solely during the Term (as defined below) and solely for the Purpose in Section 2.a. The Software may be pre-release or still undergoing development and may contain faults and bugs. Full 360 may discontinue development of the Software at any time and reserves the right to not develop, release or distribute a final release version of the Software.

3. Ownership

Full 360 exclusively reserves all rights, title and interest in and to the Software and Materials, including all related Intellectual Property Rights and no rights are granted to You other than as expressly set forth herein. Full 360 shall own all right, title and interest in and to any suggestions, enhancement requests, recommendations or other Feedback You provide related to the Software. No right or license is granted to You or to any third party by implication, estoppel or otherwise, other than the express rights set forth in this Agreement. Notwithstanding the foregoing, You retain all rights in Customer Content, including data uploaded into the Software. In other words, what Full 360 brings to the relationship remains Full 360’s property at all times and what You introduce to the Software (as between You and Full 360) remains Your property at all times. Your Feedback becomes Full 360’s property as indicated below, as does any Derivative Work of the Software.

4. Non-Disclosure, Non-Disparagement

• a. Non-Disclosure: You acknowledge that with an Early Access License, You may have access to and Full 360 may disclose to You, certain Confidential Information. You shall use the Confidential Information solely for testing purposes and shall not disclose, without Full 360’s written consent, such Confidential Information to third parties or use that Confidential Information for Your own benefit or for the benefit of third parties. In particular, You will not disclose to any third party or disseminate to the public (except privately to Full 360), publish on the internet or elsewhere, comment or blog in any medium about the Software, including without limitation Your experience in using this version of the Software, any bugs or problems in or with the Software, any tests run on the Software or results of such tests, or any Feedback concerning the Software without documented permission from Full 360. In addition, You will not disclose to any third party any information You acquire in the course of using or testing the Software, about the Software or Full 360. You will secure and protect the Confidential Information and all copies thereof in a manner consistent with the maintenance of Full 360’s rights therein and to take appropriate actions by instruction or agreement with any of its employees or agents permitted access thereto to satisfy its obligations hereunder.
  Full 360 shall not disclose any of Your nonpublic Customer Content to any third party except as allowed through Section 10.a. (Assignment) and will secure and protect the Customer Content and all copies thereof in a manner consistent with the maintenance of Your rights therein.
• b. Non-Disparagement: You will not disparage the Software or Full 360 or any Full 360 personnel in any way during the Term of this license and for two (2) years thereafter.

5. Your Responsibilities

• a. Feedback: You understand that in consideration for Your access and opportunity to evaluate and use the Software, You will provide Full 360 with Your comments, suggestions, concepts, ideas, recommendations for improvements and other Feedback concerning the Software and Materials. Any and all Feedback concerning the Software, whether or not patentable or protectable in another form, becomes the exclusive property of Full 360 immediately upon Your communication of the Feedback to Full 360. Full 360 may use the Feedback at any time, in any manner, and in any form or medium now existing or hereafter created, and only Full 360 shall have the right to the registration and/or ownership of any intellectual property rights anywhere in the world in the Feedback or results of derivative works thereof. Accordingly, You will provide Feedback concerning the Software and Materials only to Full 360 for its exclusive use in any other manner it deems fit, including without limitation the commercial exploitation thereof and/or sale or other transfer thereof to one or more third parties, free of any Full 360 obligation to You or others. You shall not provide to Full 360 any Feedback in which any third party has or may have any right, claim or interest or in which You either assert, or have any expectation of retaining any interest whatsoever or of receiving any remuneration, reward or consideration of any sort, beyond the consideration expressly set forth in this Agreement.
• b. Beneficial Use: You will determine the beneficial use of the Software, and when the Software is no longer beneficial, initiate destruction through the Software and confirm the Software created resources are destroyed in Your cloud account.
• c. Data Accuracy: You are solely responsible for the input of data and the accuracy of Data introduced into the Software.

6. Limitations of Services

• a. The following services are not guaranteed to You or any other party under this Agreement
  • Service Level Agreements and support generally;
  • Enhancements and updates;
  • Commercial versions;
  • Continue to develop, productize, support, repair, offer for sale or in any other way continue to provide or develop the Software;
  • Assurance that any specific errors or discrepancies in the Software will be directed; or
  • Any commercial release of a version of the Software and, if so, to continue to provide it.
• b. Any commercial release of the Software will require a separate license and also Your payment of applicable fees.

7. Warranties

The Software and Materials are provided “AS IS” and “WITH ALL FAULTS”. Full 360 makes no warranties of any kind in connection with the Software and Materials, and hereby disclaims all warranties of every kind, express, implied, statutory or otherwise, including without limitation, warranties of fitness for a particular purpose, merchantability, suitability, usability, merchantable quality, title and non-infringement of third-party rights to the extent authorized by law. No warranty is given with respect to security or privacy. You acknowledge that the Software is still under development, that You are merely evaluating it or demonstrating it, and that it may be prone to bugs and/or stability issues. You bear the entire risk as to the quality and performance of the Software. You use the Software at Your own risk and You will be solely responsible for damage to and costs incurred, without limitation, to any AWS account as a result of using the Software.

8. Limitations on Liabilities

Full 360 shall not be liable for any loss or interruption of business, loss of use or lost revenues, profits or data, To the extent not prohibited by law, in no event shall Full 360 be liable for personal injury, or any incidental, special, indirect or consequential damages whatsoever, including, without limitation, damages for loss of profits, loss of data, business interruption or any other commercial damages or losses, arising out of or related to, Your use or inability to use the Software, however caused, regardless of the theory of liability (contract, tort or otherwise) even if You have been advised of the possibility of such damages. Full 360’s liability for the Software shall be limited to the greater of (a) any amount paid by You for the Software in the six (6) months preceding a claim, if any; and (b) five dollars ($5). Full 360 has used commercially available anti-virus technology and has not knowingly included any virus, worm, trojan horse or other malware in the Software, but makes no warranty of any sort that it is free from viruses, worms, trojan horses or other malware. The essential purpose of this Section is to allocate the risks between the parties and limit potential liability given the nature of the Software. Full 360’s willingness to provide You with the Software is dependent on this allocation of risk. Each party has relied on these limitations in determining whether to enter into this Agreement.

9.Term & Termination

The term of the Agreement granted to You and Your right to use the Software shall continue until the earlier of (a) 90 days from the date You register for the Software; (b) the date Full 360 makes the Software generally available, whether freely or for a fee; or (c) the date Full 360 informs You that it is terminating the Agreement, which it may do at any time, for any reason or no reason, with or without notice. Upon termination for any reason, You will purge all Customer Content, including uploaded data in the Software from Your systems, or agree to allow Full 360 to purge this data on your behalf. Either party can terminate this Agreement at any time, for any reason or no reason, by giving written notice to the other party, and for this purpose, email will suffice. Full 360’s address for notice is legal@full360.com
Obligations of the Parties under confidentiality, disclaimer of warranty, term, termination, limitation of liability, exporting restrictions, shall survive the termination of this Agreement

10. General

• a. Assignment: Full 360 shall have the ongoing, unfettered right to assign this Agreement to any current or future affiliated company, whether by merger, acquisition, reorganization, sale of substantially all assets or equity, or by operation of law, without Your consent and without notice. Any assignment or attempted assignment by You of this Agreement in whole or in part, or of any of the rights granted herein, without the prior written consent of Full 360, shall be void.
• b. Severability: If any part of this Agreement shall be found invalid or unenforceable by final order of a court of competent jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of any other part of provision of this Agreement, which shall remain in full force and effect.
• c. Export Restrictions: The Software is subject to United States export laws and regulations, as well as to international export laws and regulations wherever the Software is used. These laws include restrictions on permitted destinations, end users and end use, and on countries subject to sanctions and embargoes. In particular, the Software cannot be used or exported (a) into (or to a national resident of) any embargoed or terrorist-supporting country; (b) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals; (c) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval.
• d. Remedies: Each party acknowledges that the other party may be irreparably harmed in the event that a party breaches Section 2. License or Section 4 Non-Disclosure, Non-Disparagement and that monetary damages alone cannot fully compensate the non-breaching party for that harm. Accordingly, the non-breaching party shall be entitled to injunctive relief to prevent or stop such breach, and to obtain specific enforcement thereof. Any equitable remedies obtained shall be in addition to, and not foreclose, any other remedies that may be available. In no event shall Full 360 or its licensors be liable for any consequential, indirect, incidental, special or exemplary damages arising out of or connected in any way with this Agreement or the transactions contemplated hereunder. In no event shall Full 360’s liability from any cause or matter arising under or in connection with this Agreement of its breach exceed in the aggregate the sum of $100, regardless of the form of action and however arising.
• e. Waiver: Any waiver by Full 360 of any breach or default by You or any of the terms or conditions of this Agreement will not be considered as a continuing waiver or a waiver of a different breach.
• f. Governing Law, Venue: The Agreement shall be governed exclusively by the laws of the State of New York, USA, excluding the application of its conflicts of laws principles, You consent to the exclusive jurisdiction of the federal and state court of competent jurisdiction in New York, New York, USA, and You hereby waive any objection to this jurisdiction and venue.
• g. Entire Agreement, Construction & Execution: This Agreement sets forth the entire Agreement and understanding between You and Full 360 concerning the Software and Materials and Your license to use them, and this Agreement supersedes all prior and contemporaneous communications, written or oral, concerning the Software and Materials and is intended to be a complete and exclusive statement of the terms of Your agreement with Full 360. You acknowledge that You have not relied upon any representation whatsoever of Full 360 that is not contained in this Agreement. No alteration, amendment, variation, supplementation, modification or waiver of any of the terms of this Agreement shall be binding or effective for any purpose, unless made pursuant to an instrument in writing signed by an authorized representative of Full 360. In the event that You are entering into this Agreement on behalf of an Organization, You hereby represent that You are fully authorized to do so and bind that Organization to this Agreement. The headings in these Terms are solely for convenience and shall not be taken into consideration in interpretation of these Terms. Each party acknowledges that it has adequate sophistication, including legal representation, to fully review and understand these Terms; therefore, in interpretation of these Terms with respect to any drafting ambiguities that may be identified or alleged, no presumption shall be given in favor of the non-drafting party.