Beta Use Agreement

This Beta Use Agreement (“Agreement”) forms a binding contract between the entity accessing the Beta Versions (“Licensee”) and Alation, Inc. (“Alation” or “Licensor”) and is effective as of the Licensee’s first access to a Beta Version (“Effective Date”). As used in this Agreement, “Party” means either Alation or Licensee, as appropriate, and “Parties” means both Alation and Licensee.

The individual accepting this agreement on behalf of Licensee represents that they: (a) have the authority to represent Licensee; and (b) have read and understand all the provisions of this Agreement. 

1. License Grant. Subject to all the terms and conditions of this Agreement, Alation grants to Licensee a personal, royalty-free, non-sublicensable, revocable, non-transferable, nonexclusive license (the “License”) to use a test instance of the Alation Beta Technology (as defined below) in the “Beta Versions”, meaning Alation’s services or functionality that are not generally available to the public and which are designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.

2. License Restrictions. Licensee agrees that: (i) Alation Beta Technology is not made available for commercial access or sale; (ii) Alation makes no commitment of future availability of Alation Beta Technology and reserves the right to discontinue it or modify it as Alation sees fit; (iii) Alation Beta Technology is only for Licensee’s internal evaluation of the performance and functions of Beta Versions (“Beta Trial Purpose”); and (iv) except as expressly permitted herein, it will not reproduce, distribute, deploy, publicly display or modify Alation Beta Technology or any portion thereof. 

Licensee will not, directly or indirectly, and will not authorize any person, to: (i) decompile, disassemble, reverse engineer or attempt to reconstruct or discover any source code, algorithms, architecture or other elements of; (ii) translate, adapt, or modify; (iii) write or develop any program based upon; (iv) use for benchmarking or ‘service bureau’ purposes; (v) sell, sublicense, transfer, or otherwise assign or grant to third party any rights in; (vi) allow access to unauthorized persons to; (vii) train, calibrate, or validate, in whole or in part, any other systems, programs or platforms by using the outputs generated by; or (vii) otherwise use, except as expressly permitted in this Agreement, the Beta Versions, the relevant documentation, and any Confidential Information, as applicable (collectively the “Alation Beta Technology”).

3. Proprietary Rights  

3.1 Alation Beta Technology. Alation Beta Technology contains trade secrets, proprietary rights and other intellectual property of Alation. Licensee must retain all proprietary, copyright and other attribution legends on all copies of Alation Beta Technology. Except as expressly licensed in this Agreement, Alation and its third-party licensors own all right, title and interest (including the intellectual property rights) in and to Alation Beta Technology, including any variations thereof. 

3.2 Evaluation. Alation owns all right, title and interest (including the intellectual property rights) in any results of testing or evaluation of Alation Beta Technology, including without limitation any feedback, suggestions which Licensee may provide to Alation and log files and metadata derived from Licensee’s usage of Beta Versions (“Feedback”). Licensee agrees that Alation will have the right to use Feedback in any manner and for any purpose. 

4. Confidentiality. Licensee will maintain the confidentiality of any information disclosed directly or indirectly by Alation to Licensee pursuant to this Agreement which is designated as ‘confidential’ or that may reasonably be considered as confidential, including, but not limited to, technology, software code, know-how, ideas, testing procedures, structure, interfaces, documentation, problem reports, development schedule, analysis and performance information, and other technical, business, product, marketing and financial information, plans and data (“Confidential Information”) and of Alation Beta Technology. Licensee will not disclose any aspect of this Agreement or of testing or evaluation performed by Licensee, including that Alation Beta Technology is being tested. Licensee must hold in confidence and protect and must not use (except as expressly authorized by this Agreement) or disclose, the Confidential Information, unless such information becomes part of the public domain without breach of this Agreement by Licensee. 

5. WARRANTY DISCLAIMER. ALATION BETA TECHNOLOGY IS PROVIDED AS IS. ALATION AND ITS THIRD-PARTY LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING OUT OF CONDUCT OR TRADE PRACTICE. ALATION MAKES NO WARRANTY TO ANY PERSON RELATING TO ALATION BETA TECHNOLOGY AND ITS FUNCTIONALITY, ITS USE OR ANY INABILITY TO USE ALATION BETA TECHNOLOGY, THE RESULTS OF ITS USE, THAT ERRORS IN ALATION BETA TECHNOLOGY WILL BE CORRECTED. NOTHING IN THIS AGREEMENT WILL BE CONSTRUED AS PERMITTING LICENSEE TO RELY IN ANY WAY ON THE CONTINUED USE OF ALATION BETA TECHNOLOGY OR ANY DATA OR INFORMATION STORED BY ALATION BETA TECHNOLOGY OR ANY FURTHER DEVELOPMENT OR COMMERCIAL RELEASE THEREOF.

6. Limitation of Liability; Remedies 

6.1 LIMITATION OF LIABILITY. EXCEPT FOR ANY BREACH OF SECTION 2 (“LICENSE RESTRICTIONS”) OR SECTION 4 (“CONFIDENTIALITY”), NEITHER PARTY, WILL BE LIABLE WITH RESPECT TO THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY FOR ANY (A) LOSS OR INACCURACY OF DATA, (B) DAMAGE TO ANY SOFTWARE OR EQUIPMENT, (C) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (D) DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, REVENUES, DATA OR PROFITS, OR (E) FOR ANY MATTER BEYOND ITS REASONABLE CONTROL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR ANY BREACH OF SECTION 2 (“LICENSE RESTRICTIONS”) OR SECTION 4 (“CONFIDENTIALITY”), IN NO EVENT WILL EITHER PARTY BE LIABLE FOR DAMAGES IN EXCESS OF $50.00.

6.2 Remedies. Licensee acknowledges and agrees that due to the unique nature of Alation’s Beta Technology, there can be no adequate remedy at law for any breach of Licensee’s obligations under this Agreement, and that any such breach may allow Licensee or third parties to unfairly compete with Alation, resulting in irreparable harm. Therefore, upon any such breach or threat thereof, in addition to whatever remedies it may have at law, Alation will be entitled to equitable relief, including injunctive relief and specific performance to injunctions without the requirement to post bond.

7. Term and Termination 

7.1 Term. This Agreement will remain valid for a term that starts on the Effective Date and expires on the date when the Licensee’s license keys to the Alation Beta Technology expire or are otherwise disabled by Alation (the “Trial Period”). Upon the expiration of the Trial Period, this Agreement and the License will automatically terminate unless this Agreement had been previously terminated in accordance with its terms. 

7.2 Termination. This Agreement may be terminated by either Party for any reason or no reason upon ten (10) days’ prior written notice to the other Party. Upon expiration or termination of this Agreement, the License will automatically terminate, Alation will cease provision of access to the Alation Beta Versions  and Licensee will return or destroy (at Alation’s discretion) all Alation Beta Technology in Licensee’s possession. If requested by Alation, Licensee will certify in writing within three (3) days of the request that Licensee has complied with this provision.

7.3 Survival. The provisions of all sections, whether expressly designated or implicitly intended to survive beyond the expiration or termination of this Agreement, will survive the expiration or termination of this Agreement.

8. General Provisions

8.1 Assignment. Neither the rights nor the obligations arising under this Agreement are assignable (by operation of law or otherwise) or transferable by Licensee, and any such attempted assignment or transfer will be void and without effect. This Agreement (including all of Alation’s rights arising under this Agreement) are freely assignable or transferable by Alation. 

8.2 Export control. Licensee agrees to comply with all applicable export control laws and regulations related to its use of Alation Beta Technology. 

8.3 Governing law and jurisdiction

• a) General provision: This Agreement will be governed by and construed in accordance with the laws of the State of California without regard to conflicts of laws provisions thereof and subject to the exclusive jurisdiction and venue of the federal and state courts located in the State of California and County of San Mateo. 

• b) For Licensees located in the United Kingdom, the European Economic Area, and Switzerland: This Agreement will be governed by and construed in accordance with the laws of England and Wales without regard to conflicts of laws provisions thereof and subject to the exclusive jurisdiction of the English courts.

• c) For Licensees located in Singapore, Australia, New Zealand, India and Japan: This Agreement will  be governed by and construed in accordance with the laws of Singapore without regard to conflicts of laws provisions thereof and subject to the exclusive jurisdiction of the Singaporean courts.  

8.4 Notices. Any required notice will be given in hard copy writing by customary means with receipt confirmed at the address of each Party set forth below, or to such other address as either Party may substitute by written notice to the other, or by electronic transmission to the email address below. Notices will be deemed to have been delivered at: (i) the time of actual delivery in person; (ii) one day after delivery to an overnight courier service; (iii) three days after deposit in the Party’s local mail; or (iv) upon sending via electronic transmission in the absence of any bounce back email from the specified email address. 

8.5 Waiver. Waiver of or forbearance to enforce any term of this Agreement by a Party will not constitute a waiver to any subsequent breach or failure of the same or any other term of this Agreement. 

8.6 Entire agreement; Severability. This Agreement is the sole agreement of the Parties concerning the subject matter hereof and it supersedes any prior agreements and understandings regarding the access to Alation Beta Technology. Any provision found to be unlawful, unenforceable, or void will be severed from the remainder of this Agreement, and the Agreement will continue in full force and effect without said provision.