ACTIVESTATE PLATFORM PRO AND TEAM TIER TERMS OF SERVICE (PTTOS)
ver. August 01, 2023
THESE TERMS AND CONDITIONS (“AGREEMENT”) AS WELL AS THE FREE TIER TERMS OF SERVICE(“FTOS") APPLY TO ANY THIRD PARTY, WHO INSTALLS, DOWNLOADS, AND/OR USES THE SERVICE(“CUSTOMER or YOU or YOUR”). THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENTSHALL SUPERSEDE, GOVERN, AND PREVEAIL OVER ANY INCOSISTENT TERMS, CONDITIONSAND/OR SPECIFICATINS ON ANY OTHER CONTRACTUAL DOCUMENTS.
PLEASE CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT BEFORESELECTING “I AGREE” OR “I ACCEPT” IN REFERENCE TO THIS AGREEMENT, AS THEY DEFINE YOURRIGHTS AND OBLIGATIONS WITH RESPECT TO THE SERVICE. BY SELECTING “I AGREE” OR “I
ACCEPT” OR INSTALLING, DOWNLOADING OR USING THE SERVICE IN ANY MANNER, YOU AGREETO BE BOUND BY AND TO BECOME A PARTY TO THIS AGREEMENT.
ActiveState Software Inc., (“ActiveState or We or Us or Our”) and You agree that this Agreement shall be applicablefrom the date of acceptance (“Effective Date”) of this Agreement.
1. DEFINITIONS
1.1 “ActiveState Platform” refers to ActiveState’s ActiveState Platform located at www.activestate.com and allcontent, services, Runtimes, Komodo, and any and all products provided by ActiveState at or through theActiveState Platform. It also refers to ActiveState-owned subdomains of www.activestate.com. Occasionally,
websites and or products owned by ActiveState may provide different or additional terms of service. If thoseadditional terms conflict with this Agreement, the more specific terms apply to the relevant page or service.
1.2 “Concurrent Runtime Subscriptions” means the total number of Runtimes that are permanently installed or being
used regularly and concurrently on a Node.
1.3 “Confidential Information” shall have the same meaning as ascribed in Section 12.
1.4 “Content” refers to content featured or displayed through the ActiveState Platform, including without limitation
text, data, articles, images, photographs, graphics, software, applications, designs, features, and other materials
that are available on the ActiveState Platform or otherwise available through the Service. Content also includes
Services.
1.5 “Documentation” means the guides or manuals or specifications for the use of the Products.
1.6 "Enterprise Tier” means as described in ActiveState pricing page which is found at:https://www.activestate.com/solutions/pricing/
1.7 “Fork/Forked” means allowing others to view and make their own copies of Your Platform Content from yourprojects in projects they control.
1.8 “IP Rights” means all present and future patent, copyright, database rights, rights in designs, trademarks, service
marks, trade and business names, domain names, trade secrets and any other similar rights in any country,
whether registered or not and including all applications for such rights, throughout the world including all
extensions and renewals.
1.9 “Machine Account(s)” means an account set up by an individual human who accepts the Terms on behalf of theaccount, provides a valid email address, and is responsible for its actions. A machine account is used exclusively
for performing automated tasks. Multiple users may direct the actions of a machine account, but the owner of
the account is ultimately responsible for the machine's actions.
1.10 “Node” means a single installation of an Operating System running on a machine (virtual or physical) that is
capable of utilizing a Runtime.
1.11 “Operating System” means supported platform for using Services offered by ActiveState.
1.12 “Personal Information or Personal Data or PI” means User-name, User email address, User IP address, and thedate and time of User's access to the ActiveState Platform.
1.13 "Platform Content" means Content created or owned by Customer and then posted to, or otherwise madeavailable on, the Service. It would include, but is not limited to, any open-source code of the User that User may
elect to use in conjunction with the Service or any output of any User program using a Runtime built on theplatform as part of the Service. Your Platform Content should not include any proprietary source code that User
wishes to keep confidential.
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1.14 "Pro Tier” means as described in ActiveState pricing page which is found at:https://www.activestate.com/solutions/pricing/.
1.15 “Quote or Invoice or Order Form” means the form issued by ActiveState directly to Customer or through a thirdparty reseller for selling or reselling of the Service.
1.16 “Runtime” means a collection of open-source components and or other components provided by ActiveState incompiled form (if needed) that must be present in order to perform an activity. Examples of activities shall
include but are not limited to development, running an application, using a language interpreter, linting,reformatting or compiling source code, executing code, updating dependencies or interpreters via ActiveState’sor third-party command line interface (“CLI”), installing additional dependencies via CLI and or any other
deployment methodologies offered by the ActiveState Platform. For customers with agreements that include thedefinition of Active Runtime and Static Runtime; those definitions are included under this definition of Runtime.
1.17 “Runtime Creator” means a User who uses the Service to create a Runtime
1.18 “Runtime Consumer '' means a User, Machine Account, and or anonymous user of the Service who consumes a
Runtime created by the Runtime Creator.
1.19 “Service” means the applications, software, products, Runtimes and services provided by ActiveState and theActiveState Platform.
1.20 “Support Services” shall have the meaning as ascribed in Exhibit A.
1.21 "Team Tier” means as described in ActiveState pricing page which is found at:https://www.activestate.com/solutions/pricing.
1.22 “Term” means the time period during which a Customer uses the Service. Term starts when a Customer makes
an account and accepts this Agreement and ends when their usage is either terminated or suspended under thisAgreement.
1.23 “Third Party Content” means Content that You did not create or do not own and then post to, or otherwise makeavailable on, the Service, including the ActiveState Platform.
1.24 “Trademarks” means the trademarks, whether registered or unregistered, used by ActiveState and/or its affiliatesor their licensors.
1.25 “User(s)” means the users of the ActiveState Platform.
1.26 “User Data” means all information and data collected by the ActiveState Platform or otherwise transmitted by
the ActiveState Platform to ActiveState and or by other ActiveState products, including any metadata, metrics,
statistics, or other information relating to the performance, operations, resource, health, or other conditions of
the ActiveState Platform and or resulting Runtimes created by the ActiveState Platform, any component thereof(including third party components), host names, interpreter used, and system architecture, which includes
filenames, full path, file size, and content hash.
1.27 “User Data License” means a royalty-free, perpetual, irrevocable, transferable, worldwide non-exclusive right toreproduce, analyze, review, process, diagnose, or otherwise use the User Data (in whole or in part) for the purposeof supporting, maintaining, and providing the Service, and any related services provided by ActiveState relating
to the Service.
2. ACCOUNT TERMS
2.1 To use certain features of our Service, You must provide a valid address. ActiveState Platform does not requireand collect any PI during the signup process.
2.2 The following rules shall apply to usage of the Service by a User:i.
You must be a human to create an account. Accounts registered by "bots" or other automated methods
are not permitted. We do permit Machine Accounts. You may maintain no more than one free Machine
Account in addition to your free personal account.
ii.
One person shall only maintain one free account (Machine Account can only be used for running amachine).
iii.
You must be aged 13 years or older. ActiveState reserves the right to terminate any account made by aUser under the age of 13. If You are a resident of a country outside the United States or Canada, You
are responsible for complying with Your country’s laws.
iv.
Your login may only be used by one person i.e., a single login may not be shared by multiple people.
v.
You are responsible for keeping Your account secure while You use Our Service.
vi.
You are responsible for all content posted and activity that occurs under Your account.
vii.
You are responsible for maintaining the security of Your account and password. You will promptly
notify Us if You become aware of any unauthorized use of, or access to Our Service through Youraccount, including any unauthorized use of Your password or account.
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3. ACCEPTABLE USE
3.1 Your use of the Service must not violate any applicable laws, including copyright or trademark laws, export
control laws, or other laws in your jurisdiction. You are responsible for making sure that Your use of the Service
complies with laws and any applicable regulations.
3.2 You may create or upload Your Platform Content and or Third Party Content while using the Service. You aresolely responsible for the content and for any harm resulting from any Content that You post, upload, link to orotherwise make available via the Service. We are not responsible for any public display or misuse of Content by
You via the Service.
3.3 You agree that You will not under any circumstances upload, post, host, or transmit any Content that:i.
is unlawful or promotes unlawful activities; prohibited by local laws and regulations; contains sexuallyobscene content; libelous, defamatory, or fraudulent; discriminatory or abusive toward any individual orgroup;
ii.
contains or installs any active malware or exploits, or uses Our platform for exploit delivery (such aspart of a command and control system);iii.
infringes on any proprietary right of any party, including patent, trademark, trade secret, copyright, rightof publicity, or other rights;
iv.
impersonates 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;v.
restricts or inhibit any other user from using and enjoying the Service;
vi.
interferes with or disrupts the Service or servers or networks connected to the Service or disobey any
requirements, procedures, policies or regulations of networks connected to the Services;vii.
creates User Accounts by automated means or under false or fraudulent pretenses; orviii.
transmit any viruses, worms, defects, trojan horses, or any items of a destructive nature.
3.4 You may not access the Service for the purpose of monitoring its availability, performance and functionality, orfor any other benchmarking or competitive purposes.
3.5 You agree that You are responsible for Your own conduct and content while using the Service and for any
consequences thereof.
3.6 You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service,or access to the Service without ActiveState's express written permission.
3.7 You agree not to use the Service directly or indirectly to any external or a third party. For the avoidance of doubt
any external use of the Service or any use of the Service with the intent to commercially benefit from the Service
either directly or indirectly or making the Service a part of the larger offering or including the direct or indirect
installation of the Service. .
3.8 If we determine that Your bandwidth, storage, and or compute usage to be significantly excessive in relation toother Users, we reserve the right to suspend Your account or throttle Your usage of the Service until You canreduce Your resource consumption and alternatively qualify to the next tiered usage.
3.9 We do not pre-screen Content posted or otherwise made available on the Service by Users, but we have the right(though not the obligation) to refuse or remove any such Content that, in our sole discretion, violates any
ActiveState terms or policies.
4. LICENSE GRANTS
4.1 Upon ActiveState’s acceptance of Customer’s order and Customer’s payment of associated fees and for theduration of the Term, Customer shall have a worldwide, personal, revocable, limited, non-exclusive, nontransferable, non-sub-licensable right and license to use the Service for Customer’s internal use only subject tocompliance with the terms of this Agreement. Services are for the use of Customer only, and may not be resold,leased, sublicensed, distributed or otherwise transferred or made available to or for the benefit of any other party.
The Services are not sold but licensed for the duration of the Term. Customer has no other rights to the Service
except as specified in this Agreement. The Services shall be used only as expressly permitted in this Agreement.
Customer shall be required to submit a signed certificate to ActiveState, upon request verifying that the Service
is being used pursuant to this Agreement, including any user limitations.
4.2 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services includinginternet connectivity, needed to connect to, access or otherwise use the Services. Customer shall also be
responsible for maintaining the security of Customer’s account or passwords or use of ActiveState Platform byUsers with or without Customer’s knowledge or consent, and Customer hereby acknowledges and agrees that
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ActiveState shall have no responsibility for such matters. Customer may not terminate this Agreement or request
any refund based on failure of its equipment or any ancillary service required for proper functioning of Services.
4.3 Customer agrees to act as a reference to prospective ActiveState customers and agrees to grant ActiveState theright to include Customer’s name and logo as a Customer in product promotional material, the consent can be
rescinded by Customer at any time by sending an email to marketing@activestate.com.
5. TERM
5.1 Services shall be provided for the period of one (1) year (“Initial Term”) and shall automatically renew for thesame period as the Initial Period (“Renewal Term”) unless Customer provides written notice of termination atleast sixty (60) days prior to the end of the Initial Term or any Renewal Term. All applicable fees must be paidprior to the provisioning of the Services.
6. CONCURRENT RUNTIME SUBSCRIPTIONS
6.1 Services that are consumed by the Customer shall be measured as a unit of Concurrent Runtime Subscriptions.
6.2 Customer shall have to purchase a minimum of 3 Concurrent Runtime Subscriptions to qualify under the Pro
Tier and a minimum of 4 Concurrent Runtime Subscriptions to qualify under the Team Tier. Upon the paymentof all applicable fees, the Customer will be able to use the Runtime(s).
6.3 Additional Concurrent Runtime Subscriptions cannot be purchased under the Pro Tier.
6.4 Additional Concurrent Runtime Subscriptions can be purchased up to a maximum of 75 Concurrent Runtime
Subscriptions on the Team Tier. If You want to consume in excess of this limit, You have to be on the EnterpriseTier, please contact sales@activestate.com.
6.5 If the Customer creates a Runtime using the Service the maximum number of Concurrent Runtime Subscriptions
that the Customer or other Runtime Consumers can use will be those defined under the Quote (the “Usage Cap”).
Additional Concurrent Runtime Subscriptions for Runtime Creators may be purchased under Team Tier bypaying the applicable fees or upgrading to the Enterprise Tier. ActiveState has a usage philosophy that thecreator of the Runtime - the Runtime Creator - pays for the Service, whereas the consumer of the Runtime - theRuntime Consumer - is free to use the Service for unlimited consumption (subject to the thresholds put in placeby the creator of the Runtime).
6.6 As may be requested by ActiveState, at any time during the term of this Agreement, the Customer will furnish
ActiveState with a signed certification (i) verifying that the Service is being used pursuant to the terms of thisAgreement, including any user limitations; (ii) listing the total number of Concurrent Runtime Subscriptions
being used (segregated between workstations or servers); (iii) the time frame within which the Concurrent
Runtime Subscriptions have been used; and (iv) a general description of the use cases involved.
6.7 You agree to grant ActiveState reasonable access to audit Your site(s) and/or systems, upon prior notice during
normal business hours, to audit the use of the Service being used.
7. FEES
7.1 Customer agrees to pay for all Services ordered in the Quote. Services shall be invoiced to Customer annually inadvance unless otherwise agreed in the Quote. All fees due under this Agreement are non-cancellable and thesums paid are non-refundable. All amounts invoiced hereunder are due and payable within 30 days of the dateof the invoice.
7.2 Customer is responsible to pay for any sales, value-added or other similar taxes imposed by applicable law that
ActiveState must pay based on the Services ordered, except for taxes based on ActiveState’s income. Fees forservices listed on the Quote are exclusive of taxes and expenses. All fees are exclusive of all goods and services
tax (GST), foreign export duties, withholding taxes, or any other similar taxes, however designated or leviedagainst the sale, and/or use of the Services. Customer will pay any such tax ActiveState may be required tocollect or pay. ActiveState reserves the right to increase fees upon the anniversary of this Agreement, with thirty(30) calendar days’ prior written notice to Customer.
7.3 Customer shall pay ActiveState interest at a rate of one and a half percent (1.5%) per month on the balanceremaining unpaid, beyond the payment due date. Any expenses associated with collections on past due invoices
will be paid by Customer.
7.4 Disputes for invoiced items must be received by ActiveState in writing explaining the reason for dispute alongwith the supporting documentation supporting the claim within ten (10) business days of Customer’s receipt of
invoice. Payment for the total amount of invoice, excluding the item(s) in any written dispute notice, shall be
due pursuant to the invoice terms. ActiveState will use its reasonable efforts to respond to any disputed item
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within ten (10) business days of receipt of notice of the written dispute. Once any dispute is resolved, invoice
shall be paid within ten (10) days.
8. OWNERSHIP AND MORAL RIGHTS
8.1 You retain all moral rights to Your Platform Content that you upload, publish, or submit to any part of theService, including the rights of integrity and attribution. However, you waive these rights and agree not to assert
them against us, to enable us to reasonably exercise the rights granted in this Agreement.
8.2 To the extent this Agreement is not enforceable by applicable law, you grant ActiveState the rights needed touse Your Platform Content without attribution and to make reasonable adaptations of Your Platform Content as
necessary to render the ActiveState Platform and provide the Service.
8.3 If You believe that content of Our website violates Your copyright, please contact Us at
support@activestate.com. Before sending a takedown request, You must consider legal uses such as fair use andlicensed uses. We will terminate the Users that repeatedly misuses this Section.
8.4 You exclusively own all right, title and interest in and to all of Your User Data. You will be solely responsible
for the accuracy, quality, integrity, legality and acquisition of Your User Data.
9. OWNERSHIP OF SERVICE
9.1 Subject to the limited rights expressly granted hereunder, ActiveState reserves all right, title and interest in andto the Service and retains ownership of all intellectual property rights of any kind related to the Service. We
reserve all rights that are not expressly granted to You under this Agreement or by law. You may not duplicate,
copy, or reuse any portion of the HTML/CSS, Javascript, or visual design elements or concepts without express
written permission from ActiveState.
9.2 Any trademarks, logos and ActiveState marks displayed on the ActiveState sites are the property of their owners,
whether ActiveState or third parties. If You would like to use ActiveState’s trademarks, You must follow all of
Our trademark guidelines and seek written permission from ActiveState prior to use of any of ActiveState’s
trademarks.
9.3 ActiveState shall own any and all IP Rights that are created by ActiveState by making any modifications to theActiveState Platform.
10. RESTRICTIONS
10.1 You shall not:i.
Make derivative works based on the Service; copy; reverse engineer the Service, or access the Service
in order to build a competitive product; or copy any features, functions or graphics of the Service, or
permit any third party to access the Service, or create unauthorized Internet links to the Service or mirror
any content on any other server or wireless or internet-based device.
ii.
Remove any proprietary notices or labels related to the Service, or access or use the Services to build
or support, and/or assist a third party in building or supporting, products or services competitive to
ActiveState.
iii.
Conduct any systematic or automated data collection activities related to the Service.
iv.
Sell, lease, sub-license or in any way exploit any material related to or from the Service.
10.2 You shall not use the Service:i.
In excess of the Usage Cap on any computing device in whatever form or manner, whether physical or
virtual and external or internal-facing.
ii.
On any operating systems that the Service does not support.
iii.
For OEM Distribution without adequate authorization and licensing to do so from ActiveState.
11. OPEN-SOURCE SOFTWAREThe Service may include or use open-source software components and/or You may utilize additional open-source
software components from the Service, 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. Nothing in this Agreement limits or grants You rights that supersede the terms of any applicable
open-source software license for the applicable open-source components. You are responsible for complying
with open-source license requirements.

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12. CONFIDENTIAL INFORMATION
12.1 Each party acknowledges that, while performing its duties under this Agreement, it may obtain information
relating to the other party, which is of a confidential and proprietary nature (“Confidential Information”). Such
Confidential Information may include, but is not limited to, pricing and proposals; any intellectual property
including but not limited to computer software, trade secrets, know-how, inventions, techniques, processes,
programs, schematics; data; customer lists; financial information; and sales and marketing plans. Each party shallat all times maintain in the strictest confidence and trust all such Confidential Information, which shall not beless than those measures employed by each party in protecting its own Confidential Information of equivalentvalue. Customer and its employees agree not to disclose such information to any third party.
12.2 The commitments set forth above shall not apply to any Confidential Information which:i.
is now generally known or available or which hereafter through no act or failure on the part of thereceiving party becomes generally known or available;ii.
is legally known to the receiving party at the time of receiving such information;iii.
is hereafter furnished to the receiving party by a third party without restriction on disclosure, where suchthird party legally obtained such information and the right to disclose it to the receiving party; oriv.
is independently developed by the receiving party without violation of any legal rights which thedisclosing party may have in such information.
12.3 Both Parties agree that all Confidential Information disclosed hereunder shall remain the property of the discloser
and may only be copied or reproduced as expressly permitted herein. Upon expiration or termination of thisAgreement, Recipient shall return all Confidential Information to discloser along with all copies and portions
thereof or certify in writing that all such Confidential Information has been destroyed. No license, express or
implied, in the Confidential Information is granted other than to use the Confidential Information in the mannerand to the extent authorized by this Agreement. All Confidential Information disclosed hereunder is provided bydiscloser without representation or warranty of any kind. The provisions of this Section 12 shall survive theexpiration or termination of this Agreement for a period of three (3) years.
13. API TERMS
13.1 Abuse or excessively frequent requests to ActiveState via the API may result in the temporary or permanentsuspension of Your account's access to the API. ActiveState in its sole discretion will determine abuse or
excessive usage of the API. We will make a reasonable attempt to warn You via email prior to suspension.
13.2 You may not share API tokens to exceed ActiveState's rate limitations.
13.3 You may not use the API to download data or Content from ActiveState for spamming purposes, including forthe purposes of selling ActiveState Users' personal information to recruiters, headhunters, and job boards.
13.4 All use of the ActiveState API is subject to this Agreement.
13.5 ActiveState may offer subscription-based access to API for those Users who require high-throughput access oraccess that would result in resale of ActiveState's Service.
14. TERMINATION
14.1 ActiveState may terminate this Agreement upon thirty (30) days written notice if:i.
Customer materially breaches any of the terms or conditions of this Agreement and fails to cure the breach
within thirty (30) days; orii.
if Customer becomes the subject of a petition in bankruptcy or any other proceeding relating to
insolvency, receivership, liquidation, or assignment for the benefit of creditors.
iii.
ActiveState may agree in its sole discretion to extend the thirty (30) day period for so long as the Customer
continues reasonable efforts to cure the breach. ActiveState will have the right to suspend or terminate
Customer's right to use the Service, if Customer fails to pay any and all required fees, attempts a transfer
or assignment of the right to use the Services except as expressly herein permitted or otherwise materiallybreaches this Agreement.
14.2 Customer shall cease using the Service immediately and certify to ActiveState that Customer has destroyed or
has returned to ActiveState any applicable components of the Service and all copies. This requirement applies tocopies in all forms, partial and complete, in all types of media and computer memory, and whether or notmodified or merged into other materials.
14.3 ActiveState may retain any document (including any electronic document) containing the Customer’s
Confidential Information after the termination of this Agreement if ActiveState is obliged to retain such
document by any law or regulation.
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15. COMMUNICATIONS WITH ACTIVESTATE
15.1 You consent to receive communications from ActiveState in an electronic form via the email address you havesubmitted or via the Service and agree that all agreements, notices, disclosures, and other communications that
we provide to you electronically satisfy any legal requirement that those communications would satisfy if they
were on paper. This Section does not affect your non-waivable rights.
15.2 Communications made through email or ActiveState Support's messaging system will not constitute legal notice
to ActiveState or any of its officers, employees, agents or representatives in any situation where notice to
ActiveState is required by contract or any law or regulation. Legal notice to ActiveState must be in writing andserved at legal@activestate.com.
16. ACTIVESTATE WARRANTY
16.1 During the Term and upon payment of all Fees (“Warranty Period”), ActiveState warrants to Customer that theServices:i.
are compatible with the Operating System and will operate in conformance with all the applicable
Documentation and specifications as authorized by ActiveState;ii. do not contain any known viruses, routines, programs, or devices that could interfere with Customer’s useof the Services; andiii. do not include any timer, clock, counter, or other limiting mechanism that would allow ActiveState todisable the Services or cause the Services to be erased, inoperable or otherwise incapable of being used by
Customer.
16.2 Customer acknowledges that the Services may be temporarily unavailable due to scheduled maintenance or forunscheduled emergency maintenance, either by ActiveState or by third-party providers.
16.3 Customer acknowledges, understands and agrees that complex Services are never wholly free from errors and/or
defects and ActiveState gives no warranty or representation that the Services will be wholly free from such errors
and/or defects. ActiveState does not warrant or represent that the Services will be compatible with any othersoftware or systems that are not specified as compatible in the Documentation.
16.4 Service is provided by ActiveState and accepted by You on an "as is" and “as available” basis and ActiveState
gives to You no other representations or warranties of any kind, and disclaims all warranties, oral or written,
express, implied or statutory, with respect to the Service or the performance or results of use thereof. Without
limiting the foregoing, ActiveState does not warrant that the Service or the operation thereof is or will be error
free or uninterrupted or meets or will meet Your requirements, and ActiveState gives no implied warranty of any
kind, including, without limitation, with regard to merchantability, non-infringement or fitness for any particularpurpose and whether arising by usage of trade, course of dealing or course of performance.
16.5 ActiveState shall make available to Customer the Support Services as outlined in Exhibit A.
16.6 The Warranties are void and shall have no application with respect to any error:i.
that results from Customer’s use of the Services in an environment other than recommended by ActiveState;ii. that results from any modifications to the Services made by Customer that are not authorized by ActiveStateor, if such authorization is granted, is made using software other than ActiveState recommended software;iii. caused by any bug, defect, virus or error in other software or hardware used by Customer with the Services.
17. CUSTOMER WARRANTY
17.1 Customer represents and warrants that it has the right, power and authority to enter into this Agreement,
17.2 Customer’s use of service must not violate any applicable laws, including copyright or trademark laws, export
control laws, or other laws in any applicable jurisdiction.
17.3 Customer shall comply with the export laws and regulations of the United States and other applicablejurisdictions in providing and using the ActiveState Platform.
17.4 Customer agrees that Platform Content shall not:i.
be unlawful or promote unlawful activities;ii.
contains sexually obscene content;iii.
be libellous, defamatory, or fraudulent;iv.
be discriminatory or abusive toward any individual or group;v.
contain or install any active malware or exploits, or uses our platform for exploit delivery;vi.
infringe on any proprietary right of any party, including patent, trademark, trade secret, copyright,
right of publicity, or other rights;
vii.
remove any copyright, trademark or other proprietary rights notices contained in or on the
ActiveState Platform;
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viii.
ix.

restrict or inhibit any other user from using and enjoying the ActiveState Platform.
interfere with or disrupt Service or servers or networks, or disobey any requirements, procedures,
policies or regulations of networks connected to the ActiveState Platform;x.
create User Accounts by automated means or under false or fraudulent pretences.
17.5 Customer shall not access ActiveState Platform for the purpose of monitoring its availability, performance, andfunctionality, or for any other benchmarking or competitive purposes. Customer shall be liable for its and users’
conduct and content while using the ActiveState Platform.
17.6 The Customer warrants the legality of the customer data and shall indemnify ActiveState and its indemnitees forany actual or alleged claim, action, lawsuit or any formal or informal proceeding resulting from the legality of
the customer data or information that customer inputs while using the Service.
18. INDEMNITY RELEASE AND LIMITATION OF LIABILITY
18.1 If You have a dispute with one or more Users, You agree to release and indemnify ActiveState from any and all
claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arisingout of or in any way connected with such disputes.
18.2 To the maximum extent as permitted by law, in no event shall ActiveState be liable for any damages resulting
from loss of use or loss or corruption of data, account, profit, inability to access service, performance relateddelays, computer viruses or for any punitive, exemplary, special, direct, indirect, incidental or consequential
damages, whether arising in contract, tort or other legal theory even if ActiveState has been advised of thepossibility of such damages.
18.3 No action arising out of or in connection with this agreement or any transaction hereunder may be brought byeither party more than one (1) year after the cause of action has arisen, except for an action for non-payment.
The customer agrees that it has read and understood this Section. In case of any conflict between this Section
and any other Section of this agreement, the provisions of this Section shall prevail. For the avoidance of any
doubt, this Section shall remain in full force and effect notwithstanding the termination, repudiation or expiry ofthis agreement.
19. GENERAL
19.1 The interests of Customer in this Agreement are personal and shall not be assigned, transferred, shared, or divided
in any manner by Customer without the prior written consent of ActiveState. ActiveState shall be entitled toassign this Agreement and the rights granted hereunder to any affiliate or subsidiary or successor in interest or
in the event of a merger or sale of all or substantially all of the stock or assets of ActiveState. This Agreement
will be enforceable by the parties’ permitted successors and assigns.
19.2 Subject to any express restrictions elsewhere in this Agreement, ActiveState may subcontract any of its
obligations under this Agreement.
19.3 All the projects created or made by User(s) using the Service under this Agreement will be classified as “Public”
projects, meaning the project would not qualify as confidential or proprietary and shall be available to generalpublic. User(s) will have to qualify to Team or Enterprise Tier in order to have their projects classified as“Private” projects. ActiveState shall only have confidentiality obligations towards Private projects.
19.4 Customer agrees to comply with all applicable export and reexport control laws and regulations of Canada orUnited States, including the Export Administration Regulations (“EAR”) maintained by the United States
Department of Commerce. Specifically, Customer covenants that it shall not directly or indirectly sell, export,
reexport, transfer, divert, or otherwise dispose of any software, source code, or technology (including products
derived from or based on such technology) received from the other party under this Agreement to any country(or any individual national thereof) subject to antiterrorism controls or U.S. or Canadian embargo, or to any otherperson, entity, or destination prohibited by the laws or regulations of the United States or Canada, withoutobtaining prior authorization from the competent government authorities as required by applicable laws andregulations. Customer shall be bound by the ActiveState Export Control Policy.
19.5 ActiveState shall not be liable for any failure or delay caused by events beyond its reasonable control, including
but not limited to, an act of war or hostility or terrorism or sabotage or act of God or electrical, internet, or
telecommunication outage that is not caused by the obligated party or government restrictions (including thedenial or cancellation of any export or other license) or other event outside the reasonable control of the obligatedparty or a pandemic or an epidemic (“Force Majeure Event”). Upon the occurrence of a Force Majeure Event,
ActiveState shall be excused from further performance of its obligations pursuant to this Agreement affected by
the Force Majeure Event only for so long as such Force Majeure Event continues.
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19.6 The laws of the Province of British Columbia, excluding its conflict of laws provisions, shall govern thisAgreement. Provincial and Federal Courts in Vancouver shall have exclusive jurisdiction under this Agreement.
19.7 If a court of competent jurisdiction holds any provision in this Agreement to be invalid, void or unenforceable,
the remaining provisions will nevertheless continue in full force and effect without being impaired or invalidated
in any way, and a court of competent jurisdiction is authorized to modify the affected provision to preserve theparties’ intended benefits to the fullest extent permitted by law. Either party's failure, at any time, to require theother party's performance of any provision of this Agreement shall in no way affect that party's right to enforce
such provision, nor shall either party's waiver of any breach of any provision of this Agreement be taken or held
to be a waiver of any further breach of the same provision or any other provision.
19.8 ActiveState shall perform activities under this Agreement only as an independent contractor and nothing
contained herein shall be construed to be inconsistent with this relationship or status. This Agreement shall notconstitute, create, or in any way be interpreted as a joint venture, partnership or formal business organization of
any kind.
19.9 The headings in this Agreement are for convenience only and shall not affect the meaning or construction of theclauses to which they relate.
19.10 The application of the United Nations Convention of Contracts for the International Sale of Goods and any
local implementation, including the British Columbia International Sales of Goods Act, is expressly excluded.
19.11 ActiveState Platform is a "commercial item," as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consistingof "commercial computer software" and "commercial computer software documentation," as such terms are usedin 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.72024 (June 1995), all U.S. Government end users may only the Service with only those rights as are granted to allother end users pursuant to this Agreement. Unpublished rights are reserved under the copyright laws of Canada
and United States.
19.12 This Agreement contain and constitute the entire understanding and agreement between You and ActiveState
with the subject matter of this Agreement and supersede all prior discussions or representations or warranties orunderstandings. Any representations, warranties, statements, and assurances which are not expressly set out inthis Agreement will not be of any effect whether by virtue of any usage or course of dealing or otherwise.
19.13 ActiveState reserves the right at any time and from time to time to modify or discontinue, temporarily or
permanently, the ActiveState Platform (or any part of it) with or without notice. You agree that ActiveState shallnot be liable to You or any third party for any modification or cessation of the Service. You acknowledge that
ActiveState has no express or implied obligation to provide or continue to provide the Service or any part thereof,
now or in future. ActiveState may update this Agreement at any time, and You are solely responsible to review
this Agreement on a regular basis on ActiveState’s website. You understand and agree that your continued useof the Service after the Agreement has been updated constitutes your acceptance of the revised Agreement.

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EXHIBIT A
SUPPORT SERVICES
Upon payment of all applicable Fees to ActiveState, ActiveState will provide the following support services exclusively for Team
Tier (the “Support Services”). Support Services are not provided for the Pro Tier.
To provide the Support Services, ActiveState’s support representative will provide email support to a maximum of one (1) contact
Monday to Friday, 8am to 5pm PST, excluding U.S. Federal holidays in accordance with the response times set forth below (basedon the severity level of the problem with the applicable Service):
Criteria
Response TimeMINOR IMPACT – General inquiries and a problem of the Services which disables or impairs the 2 business day
performance of a minor function of Your Business, fixes/corrections as made available. ActiveState
provides no time commitment on resolution time for fixes/corrections.
Support Services inquiries should be addressed to support@activestate.com.
RESTRICTIONS
ActiveState reserves the right, at its sole discretion, to limit or cancel the Support Services, in whole or in part: (1) for any module,
extension, script or other software program that has become obsolete or has been superseded by more recent modules, extensions,
scripts or programs or (2) upon the discontinuance of support by the manufacturer of a platform, to limit or cancel support for suchplatform (the “Archived Platform”) upon notice to Customer. ActiveState will provide the Support Services solely to Customer’sone (1) designated contact and any additional contact(s) for which Customer has paid applicable Fees. ActiveState will not provide
any support services to Customer’s third-party customers.

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