ZERIDIAN BETA TERMS OF USE AGREEMENT

This Terms of Use Agreement was last updated on August 24, 2017.

ActiveState's Zeridian Beta Terms of Use Agreement.

Thank you for using Zeridian. By using the ActiveState’s Zeridian and
any related software (collectively “Zeridian” ), you ("You" and or
"Your") accept and agree to be bound by the following terms and
conditions (the "Agreement"). IF YOU ARE ENTERING INTO THIS AGREEMENT
ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU
HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS,
IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF
YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE
TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT
USE Zeridian.

The Agreement is effective between (a) You and (b) ActiveState
Software Inc., a British Columbia Corporation (“ActiveState”). It is
effective as of the date You accept this Agreement.

ActiveState may update or change this Agreement from time to time and
recommends that you review the Agreement on a regular basis as posted
on ActiveState’s website.  You understand and agree that your
continued use of Zeridian after the Agreement has changed constitutes
your acceptance of the Agreement as revised.

Limitations of Zeridian.  

You understand and acknowledge that Zeridian is being provided in
“Beta” form, and is made available on an “AS IS” and “AS AVAILABLE”
basis for the purpose of providing ActiveState with feedback on the
quality and usability of Zeridian. Zeridian may contain errors or
inaccuracies that could cause failures, including but not limited to
data corruption or loss of data from Zeridian and from peripherals
(including, without limitation, servers and computers) connected
thereto. In addition, ActiveState is not obligated to provide any
maintenance, technical or other support for Zeridian. You are
responsible for backing up, to your own computer or other device, any
data that You store or access via Zeridian.

You further understand and acknowledge that ActiveState has not made
Zeridian generally available, that ActiveState has not promised or
guaranteed to You that Zeridian will be announced or made available to
anyone in the future, that ActiveState has no express or implied
obligation to You to announce or introduce Zeridian, and that
ActiveState may not introduce a product similar or compatible with
Zeridian. Accordingly, You acknowledge that any research or
development that You perform regarding Zeridian or any product
associated with Zeridian is done entirely at Your own risk.

Changing Zeridian.

ActiveState reserves the right to modify Zeridian (or any part
thereof), either temporarily or permanently, at any time or from time
to time, with or without prior notice to You. You agree that
ActiveState shall not be liable to You or any third party for any
modification or cessation of Zeridian. You acknowledge that
ActiveState has no express or implied obligation to provide, or
continue to provide, Zeridian, or any part thereof, now or in the
future.

Prohibited Uses of Zeridian.

You agree that you will not reproduce, copy, duplicate, sell, resell,
rent or trade Zeridian (or any part thereof) for any purpose. Your use
of Zeridian must be in accordance with the documentation. You agree
that You are responsible for Your own conduct and content while using
Zeridian and for any consequences thereof. You agree to use Zeridian
only for purposes that are legal, proper and in accordance with this
Agreement and any applicable policies or guidelines.

If You are located outside of the United States, You further agree to
comply with Your own local laws regarding online conduct and
acceptable content.

Use of Zeridian.

a. User Accounts. Zeridian is accessed via individual user accounts
("User Account"). User Accounts are for designated users and cannot be
shared or used by more than one user. You are responsible for all
activity that takes place on Your User Account. You agree that You are
responsible for keeping Your password confidential and secure, and
further understand that You are solely responsible and liable for any
activities that occur under Your User Account and for any harm that
You may cause to Zeridian.

b. Prohibited Uses of Zeridian. Please note the following prohibitions
apply to Zeridian, as provided to you by ActiveState. Nothing in this
Section prevents you from creating your own service with different
terms and conditions. You may not access Zeridian for the purpose of
monitoring its availability, performance and functionality, or for any
other benchmarking or competitive purposes. You agree that You are
responsible for your own conduct and content while using Zeridian and
for any consequences thereof. You agree to use Zeridian only for
purposes that are legal, proper and in accordance with this Agreement
and any applicable policies or guidelines. By way of example, and not
as a limitation, You agree that when using Zeridian, You will not, and
will not permit users or other third parties to:

(i) defame, abuse, harass, stalk, threaten or otherwise violate the
legal rights (such as rights of privacy and publicity) of others;

(ii) upload, post, email or transmit or otherwise make available any
inappropriate, defamatory, infringing, obscene, or unlawful content;

(iii) upload, post, email or transmit or otherwise make available any
content that infringes any patent, trademark, copyright, trade secret
or other proprietary right of any party, unless You (or the user
posting the content) are the owner of the rights or have the
permission of the owner to post such content;

(iv) upload, post, email or transmit or otherwise make available
messages that promote pyramid schemes, chain letters or disruptive
commercial messages or advertisements, or anything else prohibited by
applicable law, this Agreement, or any applicable policies or
guidelines.

(v) distribute any file posted by another that You know, or reasonably
should know, cannot be legally distributed in such manner;

(vi) impersonate another person or entity, or falsify or delete any
author attributions, legal or other proper notices or proprietary
designations or labels of the origin or source of software or other
material;

(vii) restrict or inhibit any other user from using and enjoying
Zeridian;

(viii) use Zeridian for any illegal or unauthorized purpose;

(ix) remove any copyright, trademark or other proprietary rights
notices contained in or on Zeridian;

(x) interfere with or disrupt Zeridian or servers or networks
connected to Zeridian, or disobey any requirements, procedures,
policies or regulations of networks connected to Zeridian;

(xi) create User Accounts by automated means or under false or
fraudulent pretenses;

(xii) promote or provide instructional information about illegal
activities or promote physical harm or injury against any group or
individual; or

(xiii) transmit any viruses, worms, defects, trojan horses, or any
items of a destructive nature.

c. Revocation. ActiveState reserves the right to revoke a user
generated name or account anytime, without notice, if the name or
account is being used to abuse Zeridian, confuse or mislead users or
is generally offensive or is generally not consistent with the terms
of this Agreement.

d.  Zeridian Rules and User Account Limits.  

(i) You can use Zeridian at no charge during the Term (as defined
below) of this Agreement from the date You receive an automated email
notification activating Your Zeridian User Account. After the Term
Your Zeridian account will be deleted entirely, without notice, and
there will be no mechanism to restore any of the contents of Your
Zeridian account.  

(ii) Zeridian is provided exclusively as a means for You to try
Zeridian in a hosted environment rather than setting up Your own
environment.

(iii) You will not be provided with any custom URLs.

(iv) Upon activating your User Account you will be provided with 1
user account

(v) Your Zeridian use will be limited to, subject to change without
notice, 20 separate applications running Zeridian.

(vi) Access to Zeridian is subject to space availability and by
invitation only.

The above Zeridian Rules and User Account Limits may change at anytime
without notice.

Open Source Software.

Zeridian may include open source software components, each of which is
licensed to You under its own applicable license terms and conditions,
which can be found in the license file or the corresponding source
files for such software component.

Proprietary Rights.

a. Reservation of Rights. Subject to the limited rights expressly
granted hereunder, ActiveState reserves all right, title and interest
in and to Zeridian, including all related intellectual property
rights. No rights are granted to You hereunder other than as expressly
set forth herein.

b. Restrictions. You shall not (i) create derivate works based on
Zeridian, (ii) copy, frame or mirror any part or content of Zeridian,
other than copying or framing on Your own intranets or otherwise for
Your own internal business purposes, (iii) reverse engineer Zeridian,
or (iv) access Zeridian in order to (a) build a competitive product,
or (b) copy any features, functions or graphics of Zeridian. If You
wish to exercise any rights to reverse engineer to ensure
interoperability in accordance with applicable law, You must first
provide ActiveState with written notice and all reasonably requested
information and permit ActiveState thirty (30) days to assess your
claim and, at ActiveState’s sole discretion, to make an offer to
provide alternatives that reduce any adverse impact on ActiveState's
intellectual property or other rights.

c. Restrictions. You shall not (i) permit any third party to access
Zeridian or (ii) frame or mirror any third party content of Zeridian,
other than copying or framing on Your own intranets or otherwise for
Your own internal business purposes.

d. Ownership of Your Data. As between ActiveState and You, You
exclusively own all right, title and interest in and to all of Your
data. You will be solely responsible for the accuracy, quality,
integrity and legality of Your data and of the means by which You
acquired Your data,

e. Suggestions. As part of using Zeridian, you agree to submit
comments, suggestions and other feedback regarding your use of
Zeridian. You agree that ActiveState will be free to use any feedback
you provide for any purpose and that ActiveState shall have a
royalty-free, worldwide, transferable, sublicensable, irrevocable,
perpetual license to use, and exploit without restriction, any
suggestions, enhancement requests, recommendations or other feedback
provided by You.

Indemnity.

You agree to hold harmless and indemnify ActiveState, and its
subsidiaries, affiliates, officers, agents, and employees, advertisers
or partners, from and against any third party claim arising from or in
any way related to your use of Zeridian or violation of this
Agreement, including any liability or expense arising from all claims,
losses, damages (actual and consequential), suits, judgments,
litigation costs and attorney's' fees, of every kind and nature. In
such a case, ActiveState will provide You with written notice of such
claim, suit or action.

Disclaimer of Warranties.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

a. ACTIVESTATE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
NON-INFRINGEMENT. ACTIVESTATE MAKES NO WARRANTY THAT (i) Zeridian WILL
MEET YOUR REQUIREMENTS, (ii) Zeridian WILL BE UNINTERRUPTED, TIMELY,
SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE
USE OF Zeridian WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY
PRODUCTS, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU
THROUGH Zeridian WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN
Zeridian WILL BE CORRECTED.

b. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH Zeridian IS
DONE AT YOUR OWN DISCRETION AND RISK AND YOU SHALL BE SOLELY
RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA
THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

c. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU
FROM ACTIVESTATE OR THROUGH OR FROM Zeridian SHALL CREATE ANY WARRANTY
NOT EXPRESSLY STATED IN THIS AGREEMENT.

Limitation of Liability.

YOU UNDERSTAND AND AGREE THAT ACTIVESTATE SHALL NOT BE LIABLE TO YOU
FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR
EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF
PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF YOU
HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM:
(i) THE USE OR THE INABILITY TO USE Zeridian; (ii) THE COST OF
PROCUREMENT OF SUBSTITUTE GOODS RESULTING FROM ANY GOODS, DATA,
INFORMATION OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED
INTO THROUGH OR FROM Zeridian; (iii) UNAUTHORIZED ACCESS TO OR
ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT
OF ANY THIRD PARTY ON Zeridian; OR (v) ANY OTHER MATTER RELATING TO
Zeridian.

Exclusions and Limitations.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR
THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY
NOT APPLY TO YOU.

Term and Termination.

a. Term and Termination. The term of this Agreement shall commence on
the date upon which You agree to the Agreement and shall continue in
force thereafter until ActiveState announces the termination of the
Beta of Zeridian (the “Term”). Additionally, either party may
terminate this Agreement at any time for any reason or no reason by
providing the other party written notice thereof.

b. Survival. In the event of any termination or expiration of the
Agreement for any reason, Sections titled, "Proprietary Rights",
"Indemnity", Disclaimers and Warranty", "Limitation of Liability",
Exclusions and Limitations", "Term and Termination", "Confidentiality"
and "General Information" shall survive termination. Neither party
shall be liable to the other party for damages of any sort resulting
solely from terminating this Agreement in accordance with its terms.

Confidentiality.

Confidential Information. "Confidential Information" shall mean all
trade secrets, know-how, inventions, techniques, processes,
algorithms, software programs, hardware, schematics, planned product
features, functionality, performance and software source documents
relating to the ActiveState, and other information provided by
ActiveState, whether disclosed orally, in writing, or by examination
or inspection, other than information which You can demonstrate (i)
was already known to You, other than under an obligation of
confidentiality, at the time of disclosure; (ii) was generally
available in the public domain at the time of disclosure to You; (iii)
became generally available in the public domain after disclosure other
than through any act or omission of You; (iv) was subsequently
lawfully disclosed to You by a third party without any obligation of
confidentiality; or (v) was independently developed by You without use
of or reference to any information or materials disclosed by
ActiveState or its suppliers. You shall not use any Confidential
Information for any purpose other than as expressly authorized under
this Agreement. In no event shall You disclose any Confidential
Information to any third party. Without limiting the foregoing, You
shall use at least the same degree of care that You use to prevent the
disclosure of your own confidential information of like importance,
but in no event less than reasonable care, to prevent the disclosure
of such Confidential Information.

General Information.

a. Choice of Law and Forum. The Agreement and the relationship between
You and ActiveState shall be governed by the laws of the British
Columbia without regard to its conflict of law provisions. You and
ActiveState agree to submit to the personal and exclusive jurisdiction
of the courts located within the Province of British Columbia, Canada.

b. Waiver and Severability of Terms. The failure of ActiveState to
exercise or enforce any right or provision of the Agreement shall not
constitute a waiver of such right or provision. If any provision of
the Agreement is found by a court of competent jurisdiction to be
invalid, the parties nevertheless agree that the court should endeavor
to give effect to the parties' intentions as reflected in the
provision, and the other provisions of the Agreement remain in full
force and effect.

c. Export Compliance. Each party shall comply with the export laws and
regulations of the United States and other applicable jurisdictions in
providing and using Zeridian. Diversion contrary to U.S. law is
prohibited. Without limiting the foregoing, You agree that (1) You are
not, and are not acting on behalf of North Korea, Sudan or Syria, or
any other country to which the United States has prohibited export
transactions; (2) You are not, and are not acting on behalf of, any
person or entity listed on the U.S. Treasury Department list of
Specially Designated Nationals and Blocked Persons, or the U.S.
Commerce Department Denied Persons List or Entity List; and (3) You
will not use Zeridian for, and will not permit Zeridian to be used
for, any purposes prohibited by law, including, without limitation,
for any prohibited development, design, manufacture or production of
missiles or nuclear, chemical or biological weapons.

d. Relationship of the Parties. This Agreement does not create a
partnership, franchise, joint venture, agency, fiduciary or employment
relationship between ActiveState and You.

e. Limitations Period. You agree that regardless of any statute or law
to the contrary, any claim or cause of action arising out of or
related to use of Zeridian or the Agreement must be filed within one
(1) year after such claim or cause of action arose or be forever
barred.

f. Headings. The section headings in the Agreement are for convenience
only and have no legal or contractual effect.

g. Product Reference and Publicity Rights.  You agree, upon request
and with reasonable notice from ActiveState, to act in the capacity of
a reference, discussing ActiveState’s Zeridian utilized and received
by you, with potential ActiveState’s resellers or business partners
(the “Product Reference”).  Notwithstanding this Product Reference you
grant ActiveState the right to include your name and or company name
and logo as a beta customer in product promotional material. Further
You hereby grant to ActiveState a nontransferable, nonexclusive
license to use your trademark to advertise that You are using
Zeridian. You can deny ActiveState this right at any time by
submitting a written request via email to marcom@activestate.com,
requesting to be excluded from product promotional material.

h.  Notifications and Opting Out.  By accessing ActiveState Zeridian
Virtual Machine, Client Software, & Zeridian and related websites, You
authorize ActiveState to contact You with relevant email offers and
updates. To unsubscribe from all ActiveState email updates, click
unsubscribe at the bottom of the next email You receive from
ActiveState, or send Your email address
to unsubscribe@activestate.com. Please be aware that You agree You
may not opt out of receiving information regarding the expiration of
our products or services.

i. Trademarks.  Any trademarks, logos and ActiveState marks ("Marks")
displayed on this website are the property of their owners, whether
ActiveState or third parties.

j. Entire Agreement & Amendment. ​This Agreement constitutes the
complete agreement between the parties and supersedes all prior or
contemporaneous agreements or representations, written or oral,
concerning the subject matter of this Agreement, appendices and
attachments. ActiveState reserves the right to change this Agreement
at any time, which change shall be effective as of the effective date
for the terms and conditions of this Agreement as shown on
ActiveState’s Website (the “Change Effective Date”). Your continued
use of the Software after the Change Effective Date constitutes Your
acceptance of such changes. This Agreement may not be otherwise
amended without ActiveState's prior written agreement. You agree to
periodically review the terms and conditions of this Agreement as
updated from time to time on ActiveState’s website.