Effective Date: March 5, 2019
1.1 This EULA governs the use of the Cloud Services and the Timescale Service by the Customer.
1.2 The Customer's right to use the Cloud Services is granted to the Customer by Aiven subject to the terms and conditions of this EULA. As such, Timescale is in no way responsible for the performance of Aiven’s obligations under this or any other agreement between Aiven and the Customer. Equally, Aiven shall in no way be responsible for the performance of Timescale’s obligations under any other agreement between the Timescale and the Customer.
1.3 The use of the Cloud Services is at all times subject to this EULA. The Customer must accept this EULA prior to any use of the Cloud Services. This EULA has been provided to the Customer either by Aiven or Timescale, either as a separate document or as a click-wrap agreement in connection with the Cloud Services.
2. Personal Details
2.1 Aiven may store and process following personal details about employees, contractors, and/or individuals associated with its Customers, including but not limited to: email addresses, full names, company name, company roles and titles, phone numbers, and addresses for the purpose of providing the Cloud Services to the Customer and to issue accurate charges for the use of Services.
2.2 Aiven shares this information with Timescale for the purpose of customer relationship management and accounting.
2.3 The personal details stored by Aiven and Timescale may also be used by Aiven and Timescale to provide, develop and customize the Service and to communicate with the Customer. Such communication may include direct marketing, market research or research polls.
2.4 Aiven and Timescale may use subcontractors when providing any Services. When necessary and to the extent required for the provision of the Service, personal details may be transferred outside of the European Union or European Economic Area. In such occasion Aiven and Timescale shall comply with the requirements set by the applicable law for such transfer of personal details.
3. Cloud Services
3.1 Aiven shall provide the Cloud Services to the Customer substantially as set out in this EULA.
3.2 The scope of the Cloud Services is not fixed, but may vary depending on which Cloud Services the Customer chooses to order from time to time, selected from the Cloud Services made available by Aiven.
3.3 The Customer may, from time to time, order Cloud Services from Aiven subject to the following:
3.3.1 Orders may be made by the Customer automatically by using APIs of the Cloud Services or through Timescale;
3.3.2 The Customer shall be responsible for any orders made under the Customer’s account, whether by the Customer itself, by its authorized users, or by the Customer’s data systems automatically, and shall be responsible for the payment of all Fees based on orders made under the Customer’s account;
3.3.3 No order made by the Customer is valid until accepted by Aiven. Aiven shall be deemed to have accepted the order if it supplies the Cloud Services to the Customer. Aiven reserves the right to place controls and restrict the Customer’s orders of the Cloud Services;
3.3.4 After having accepted the order, Aiven shall provide the Cloud Services to the Customer without undue delay after the Customer’s order.
3.4 Aiven reserves the right to make changes to the Cloud Services at any time. If a change made by Aiven has an adverse effect on the agreed contents of the Cloud Services or the agreed service levels, Aiven shall inform the Customer of such change at least thirty (30) days before the effective date of the change. In such a case the Customer shall have the right to terminate the EULA subject to thirty (30) days’ prior written notice. The termination notice must be delivered to Aiven in writing prior to the effective date of the change.
3.5 Aiven shall always have the right but shall have no obligation to make such changes to the Cloud Services that (a) concern or relate to the production environment of the Cloud Services and do not have an adverse effect on the agreed contents of the Cloud Services or the agreed service levels, (b) are necessary to prevent any data security risk to the Cloud Services, or (c) result from law or from an administrative order.
3.6 The Customer shall not have the right to terminate this EULA as described in Section 3.4 if the change is based on reasons set forth above in Section 3.5.
3.7 All Cloud Services are subject to the following service availability terms:
3.7.1 If an outage is caused by an apparent failure in Aiven software, users of all available plans (excluding Hobbyist) are provided with a compensation of free usage credits covering 10 times the outage period. The amount of free usage credits provided in case of an outage may not exceed the amount charged from the Customer over the three (3) months preceding the outage. All outage periods are calculated by Aiven;
3.7.2 Any compensation paid will be in the form of Cloud Services usage credits and may not be exchanged for cash or other forms of payment;
3.7.3 The above-mentioned payment of compensation will be the sole remedy of the Customer for interruptions or other failures in the Cloud Services. In case of a disagreement over the amount of the compensation payable to the Customer, Aiven’s decision on the issue will be binding and final;
3.7.4 The following events will be exempt from compensation: (i) Scheduled interruptions; (ii) Load caused on the systems by client queries or usage; (iii) Failures or termination of the virtual machines by the cloud providers used by Aiven to implement the Cloud Services; (iv) Failures caused by errors in third party software utilized by Aiven to implement the Cloud Services; and (v) Failures due to hostile actions by third parties such as denial-of-service attacks;
3.8 Except as is set out in section 3.7 above, the Cloud Services are not subject to any particular service levels, and are provided to the Customer strictly on an “as is” and “as available” basis, and Aiven makes no representation nor warrants the availability of the Cloud Services at any particular time. Any compensation set out in connection with such service levels shall be the Customer’s sole remedy and Aiven’s sole liability as regards any non-compliance with such service levels, and such non-compliance shall not constitute a breach of this EULA.
3.9 All facilities used to store and process the Customer’s data will adhere to reasonable security standards no less protective than the security standards at facilities where Aiven (or its subcontractor as relevant) processes and stores its own information of a similar type.
3.10 Timescale is not a licensor nor provider of the Cloud Service. Timescale or Aiven does not provide, express or implied including without limitation, any warranty of merchantability or fitness for a particular purpose that TimescaleDB or the Cloud Service will operate error free. Timescale expressly disclaims all warranties, express or implied including those of title and non-infringement.
4. Intellectual Property Rights
4.1 All rights, title and interest, including all Intellectual Property Rights in and to the Cloud Services and any changes thereto shall belong exclusively to the Aiven, Timescale, or its licensors. Except for the express license to use the Cloud Services granted to the Customer under and in accordance with the terms and conditions of this EULA, the Customer shall have no and shall not by virtue of the EULA obtain any rights, license or interests in and to the Cloud Services, TimescaleDB, the Timescale Service, or any Intellectual Property Rights pertaining thereto.
4.2 The Customer shall have a limited non-exclusive, non-transferable, non-sublicensable right to use the Cloud Services during the term of this EULA.
4.3 The Customer shall be solely responsible for its use of the Cloud Services including any breach of this EULA by the Customer or any of its authorized users.
5.1 Aiven agrees to defend the Customer, at Aiven’s own expense, against any third party claims or actions where a third party claims that the Cloud Services infringe upon Intellectual Property Rights of a third party valid in the European Economic Area (EEA), provided that the Customer:
5.1.1 notifies Aiven of such claim immediately upon receipt of notice thereof;
5.1.2 provides Aiven, free of charge, with all available information, permissions and assistance;
5.1.3 grants Aiven the sole and exclusive right to control the defense of the claim; and
5.1.4 does not agree on any settlement of such claim or action prior to a final judgment thereon by a competent court of law or court of arbitration, without the express prior written consent of Aiven.
5.2 If the Customer has acted in accordance with Sections 5.1.1 to 5.1.4, Aiven shall pay any damages finally awarded to the third party claimant by a competent court of law or court of arbitration.
5.3 If Aiven justifiably deems that the Cloud Services infringe or may infringe upon any third party rights, Aiven shall have the right, at its own expense and in its sole discretion, to (a) acquire for the Customer the right to continue the use of the Cloud Services; or (b) replace the Cloud Services; or (c) modify the Cloud Services to the extent necessary to avoid the infringement.
5.4 If none of the alternatives defined in Section 5.3 are available to Aiven on commercially reasonable terms and/or without the significant loss of time, Aiven shall have the right to terminate this EULA in whole or in part subject to a notice period set by Aiven, upon which the Customer agrees to cease using the Cloud Services and Aiven agrees to reimburse the Fees paid by the Customer for the terminated Cloud Services, less a proportion equal to the time of use of the Cloud Services by the Customer.
5.5 The indemnity in this Section 5 shall not apply to, and Aiven and Timescale are not liable for any claim that (a) is based on a claim by any Customer Affiliate; or (b) is based on the modification or alteration of the Cloud Services or a modification or alteration influencing the Cloud Services by the Customer or any third party; or (c) results from complying with any instructions, specifications or design given by the Customer or any third party under the command and control of the Customer; (d) arises or results from the use of the Cloud Services in combination with any software, equipment or products not developed or supplied by Aiven or Timescale or which are contrary to instructions given by the Aiven or Timescale (including, for the avoidance of doubt, any software, products or equipment provided by the Distributor); or (e) could have been avoided by using the latest version of the Cloud Services made available by Aiven to the Customer.
5.6 This Section 5 sets out the entire liability of Aiven and Timescale and the Customer’s sole remedy in case of any infringement of any Intellectual Property Rights.
5.7 The Customer agrees to indemnify Aiven and Timescale, at the Customer’s own expense, against any claims made towards Aiven or Timescale based on any information or data the Customer inputs to the Cloud Services, including without limitation claims that the Customer’s data infringes third party intellectual property rights or that the data otherwise infringes applicable laws.
6. Customer’s Obligations
6.1 The Customer shall be responsible for paying any Fees as invoiced.
6.2 The Customer shall be responsible for its own devices, systems, applications, connections and software used to access the Cloud Services and Timescale Service.
6.3 The Customer shall be responsible for the protection of customer’s data communications and data systems and costs for communications and other comparable costs related to use of the Cloud Services and Timescale Service.
6.4 The Customer may authorize users to use the Cloud Services or Timescale Service under the Customer’s account (e.g. for the purposes of using the Customer’s databases). The Customer shall ensure that any users it authorizes to use the Cloud Services under the Customer’s account comply with this EULA at all times and use the Cloud Services only in accordance with this EULA. The Customer shall be responsible for any use of the Cloud Services or Timescale Service under the Customer’s user account.
6.5 The Customer shall be responsible for ensuring that its authorized users maintain their user names and passwords diligently and do not disclose them to third parties. The Customer undertakes to inform Aiven without delay if any password has been revealed to a third party or if the Customer has a reason to suspect misuse of a user name or password. The Customer’s liability for the misuse of the Cloud Services by the use of the user name or password of its user shall expire when Aiven has received the Customer’s written and sufficiently detailed notice thereof.
6.6 The Customer shall change the password required for the use of the Cloud Services upon written request of Aiven if necessary due to data security risk to the Cloud Services.
7. Personal Data
7.1 To the extent the Customer inputs Personal Data into the Cloud Services, the Customer acts as a data controller and Aiven is the data processor processing Personal Data on behalf of the Customer for the purpose of providing the Cloud Services.
7.2 The categories of natural persons whose Personal Data is processed may include the Customer's customers, employees, suppliers and end-users ("Data Subjects"). The type of Personal Data processed by Aiven contains any Personal Data uploaded to the Cloud Services by the Customer.
7.3 Aiven shall process Personal Data in accordance with the Data Protection Regulation and the Customer's documented instructions. The Parties agree that this EULA includes the Customer's complete documented instructions to Aiven on processing of Personal Data. Additional instructions or amending the instructions given in this EULA require prior written agreement between the Parties.
7.4 Aiven shall, at the Customer's written request and the Customer's sole cost and expense, assist the Customer by providing such readily available information, or creating such information, as the Customer may reasonably require and which the Customer does not have, in (a) complying with requests of the Data Subjects or supervisory authority or any other law enforcement or regulatory authority, and (b) carrying out data protection impact assessments and prior consulting obligations relating thereto.
7.5 Aiven shall maintain records of processing activities under its responsibility as required by the Data Protection Regulation, and, upon the Customer's written request, make available to the Customer such records to the extent necessary to demonstrate compliance with the obligations set out in this Section 7.
7.6 Aiven shall implement and maintain appropriate technical and organizational measures to ensure an appropriate level of security of the Personal Data as required by Data Protection Regulation applicable to Aiven. In the event of a Personal Data Breach, Aiven shall notify the Customer without undue delay after becoming aware of it and take reasonable steps to mitigate any damage resulting from such Personal Data Breach. The notification shall contain information required by the Data Protection Regulation that Aiven is reasonably able to disclose to the Customer. Aiven shall document the Personal Data Breaches and have the documentation available to the Customer upon the Customer's written request.
7.7 Aiven provides information on its subcontractors that process Personal Data at its Web Site. Aiven shall update Aiven’s Web Site at least fourteen (14) days before an addition of a new subcontractor processing Personal Data. If the Customer objects to the use of the new subcontractor in processing Personal Data, the Customer shall have the right to terminate this EULA by written notice to Aiven before the effective date of the change.
7.8 The Customer may specify whether Personal Data will be processed within or outside the European Economic Area ("EEA"). If the Customer has selected that Personal Data may be processed outside the EEA, the Customer authorizes Aiven to enter into a data transfer agreement with its relevant subcontractors, incorporating Standard Contractual Clauses in the name and on behalf of the Customer. Notwithstanding the foregoing, Aiven may adopt other safeguards in accordance with Data Protection Regulation for the lawful transfer of Personal Data outside the EEA.
7.9 At the Customer's written request and the Customer's sole cost and expense, Aiven shall provide the Customer with an audit report, which shall not be older than 12 months, so that the Customer can reasonably verify Aiven’s compliance with its obligations under this Section 7. The report shall at all times be deemed as Confidential Information of Aiven.
7.10 Aiven may process Personal Data as long as the Cloud Services are provided under this EULA and after that if required by applicable laws or contractual obligations or rights of either Party. Upon termination of this EULA or upon the Customer’s written request, Aiven shall either destroy or return to the Customer in writing the Personal Data processed hereunder. If not instructed otherwise in writing by the Customer, Aiven shall retain the Personal Data for at least one (1) month after such termination and thereafter shall delete and destroy the Personal Data processed hereunder within three (3) months' of the termination of this EULA. In case the Customer gives Aiven such instructions, the Customer shall reimburse all additional costs and expenses, if any, incurred by Aiven due to Aiven’s compliance with such instructions, on a time and material basis and on the basis in accordance with the Aiven’s price list as in force from time to time.
7.11 Aiven and Timescale may further collect or receive data (or have such data processed) as regards the Customer and its authorized users, for the purpose of providing and developing the Cloud Services or the Timescale Services. In such case Aiven or Timescale may also be regarded as a data controller and such processing of Customer’s or its authorized users’ personal details shall be subject to Aiven’s or Timescale’s respective privacy policies available on Aiven’s Web Site or Timescale’s Web Site respectively.
8. Acceptable Use Policy
8.1 The Customer shall use, and shall ensure that its authorized users use the Cloud Services in accordance with the following acceptable use policy. The Customer is solely responsible for ensuring that the Cloud Services are not used:
8.1.1 to violate, or encourage the violation of, the legal rights (including without limitation Intellectual Property Rights) of others;
8.1.2 to engage in, promote or encourage any illegal activity;
8.1.3 for any unlawful, invasive, infringing, defamatory, offensive, harmful or fraudulent purpose (for example, this may include phishing, creating a pyramid scheme or mirroring a website);
8.1.4 to intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature;
8.1.5 to violate security or integrity of any network, computer or communications system, software application or network or computing device (such violations to include without limitation unauthorized access, interception of data or traffic or falsification of origin);
8.1.6 to make connections to any users, hosts or networks unless the Customer has permission to communicate with them (such network abuses to include without limitation monitoring or crawling, denial of service attacks, intentional interference, operating open proxies, open mail relays or open recursive domain name servers, or to avoiding system restrictions);
8.1.7 to interfere with the use of the Cloud Services, or the equipment used to provide the Cloud Services, by others;
8.1.8 to disable, interfere with or circumvent any aspect of the Cloud Services;
8.1.9 to generate, distribute, publish or facilitate unsolicited mass email, promotions, advertisings or other solicitations (“spam”), including alteration or obscuring mail headers or assuming sender’s identities, collecting replies to messages sent from a third party provider if such messages would violate the policies set out herein or comparable policies of such third party; or
8.1.10 to use the Cloud Services or Timescale Service, or any interfaces provided with the Cloud Services, to access any other product or service of Aiven, Timescale, or its subcontractors in a manner that violates their applicable terms of service.
8.2 Aiven (and its subcontractors where appropriate) reserve the right but assume no obligation to review the Customer’s use of the Cloud Services, including the Customer’s data to ensure compliance with the acceptable use policy and to discontinue any use by the Customer of the Cloud Services and removing any infringing data of the Customer. Aiven (and its subcontractors where appropriate) may report suspected infringing activities to officials, regulators or other appropriate third parties, including the disclosure of appropriate information regarding the Customer.
8.3 If the Customer becomes aware that its use of the Cloud Services infringes the policy set out herein, the Customer agrees to immediately cease the infringing use of the Cloud Services without separate notice. The Customer agrees to comply with any requests of Aiven as regards to the ceasing of any use of the Cloud Services that infringes the policies set out herein.
9. Suspension and Discontinuation of Service
9.1 Aiven shall have the right to suspend the provision of the Cloud Services for a reasonable period of time if this is necessary in order to perform installation, change or maintenance work in respect of the Cloud Services or if such suspension results from installation, change or maintenance work in respect of public communication networks.
9.2 Aiven shall also have the right to suspend the provision of the Cloud Services and/or deny the Customer’s access to the Cloud Services without first hearing the Customer due to a data security risk to the Cloud Services or if law or administrative order requires Aiven to do so or if Aiven becomes aware of or reasonably suspects any activities of Aiven or its authorized users that infringe on the policies set out in Section 8 above or if the Cloud Services are used contrary to, or for a purpose prohibited by this EULA, applicable laws or administrative orders or in a manner that jeopardizes the provision of the Cloud Services to other users .
9.3 Aiven shall always have the right to suspend the Cloud Services, if the Customer is in default with its payment of the Fees due under this EULA and does not pay such Fees despite a request to pay within fourteen (14) days calculated from the date of such request. The suspension can be continued until the Customer has paid all Fees due under this EULA.
9.4 The Customer understands that the Cloud Services are hosted by a subcontractor of Aiven chosen by the Customer from the options provided by Aiven. Such subcontractors may reserve rights to discontinue their hosting at any time. Aiven and Timescale shall not be liable in any way for any discontinuation of such services provided by subcontractors.
10.1 The rates applicable for the Cloud Services have been set out by Timescale. Actual Fees for Cloud Services will vary depending on the Customer’s use of the Cloud Services.
10.2 Aiven uses a credit card processing service provided by Stripe Payments Europe, Ltd. (https://stripe.com/) (“Stripe”) to process its payments. The Customer consents to the use of the Stripe service and to the transfer of its credit card details (including any personal data contained therein) to Stripe. The Customer is familiar and agrees to be bound by any third party terms applicable to the Stripe service.
10.3 Timescale has authorized Aiven to collect Fees from the Customer on the behalf of Timescale.
10.4 The Fees for the use of the Cloud Services shall be invoiced monthly in arrears based on the Customer’s use of the Cloud Services. Unless separately agreed to the contrary, no separate invoice is sent to the Customer, but all Fees are automatically charged from the Customer by using the Stripe service set out in Section 10.2 above.
10.5 All rates and Fees are set out without value added tax (VAT) or any other applicable sales tax, which shall be added to the rates and Fees in accordance with the then-applicable tax laws and regulations.
10.6 In case a separate invoice is sent, the term of payment of each invoice shall be fourteen (14) days net from the date of the invoice.
11.1 Aiven and Timescale shall keep in confidence all material and information received from the Customer and marked as confidential or which should be understood to be confidential (“Confidential Information”), with the exception of being able to share such Confidential Information between themselves, and Aiven and Timescale may not use such Confidential Information for any other purpose than those set forth in this EULA. Similarly, the Customer shall keep in confidence all Confidential Information received from either Aiven or Timescale, and may not use such Confidential Information for any other purpose than those set forth in this EULA. The confidentiality obligation shall, however, not apply to material and information, (a) which is or later becomes generally available or otherwise public; (b) which the receiving Party has received from a third party without any obligation of confidentiality; (c) which was rightfully in the possession of the receiving Party prior to receipt of the same from the disclosing Party without any obligation of confidentiality related thereto; (d) which a Party has independently developed without any use of or reference to the Confidential Information received from the other Party; or (e) which a Party is required to disclose under any mandatory law or by order of a court or governmental body of competent jurisdiction.
11.2 Each Party shall promptly upon termination of this EULA, or when the Party no longer needs the Confidential Information in question for the purpose of performing its obligations or exercising its rights under this EULA, cease using the Confidential Information received from one of the other Parties and, unless the Parties separately agree on destruction of such Confidential Information, return the Confidential Information in question (including all copies and reproductions thereof) to the respective Party. Each Party shall, however, be entitled to retain the copies required by law or administrative orders applicable to such Party.
11.3 Notwithstanding the confidentiality obligation set forth herein, each Party shall be entitled to use the general professional skills and experience acquired in connection with the performance of this EULA.
11.4 The rights and obligations related to the Confidential Information shall survive the termination or cancellation of this EULA for a period of three (3) years from such termination or cancellation.
12. Limitation of Liability
12.1 The total aggregate liability of Aiven or Timescale towards the Customer under this EULA shall not exceed (i) an amount corresponding the Fees paid by the Customer to Aiven during the six (6) months preceding the incident giving cause to the claim, or (ii) fifty thousand (50.000) Euro, whichever is less.
12.2 Neither Aiven nor Timescale shall be liable for any indirect, incidental, or consequential damages such as loss of profits, revenue or business, damages caused due to decrease in turnover or production or loss, alteration, destruction or corruption of data. Neither Aiven nor Timescale shall, under no circumstances, be liable for any act or omission of a Distributor.
12.3 The limitations of liability shall not apply to damages caused by willful misconduct or gross negligence or to liability under Section 5 (Indemnification) or Section 11 (Confidentiality).
13. Term and Termination
13.1 This EULA shall enter into force after the Customer has accepted it in accordance with what has been set out in Section 1.3.
13.2 This EULA shall remain in force until terminated for convenience by a Party by a two (2) months’ written notice to the other Parties. For the avoidance of doubt, the Customer shall have the right to terminate individual Cloud Services for convenience at any time.
13.3 Each Party may terminate this EULA for cause with immediate effect upon written notice to the other Parties if:
13.3.1 one of the other Parties becomes insolvent, applies for or is adjudicated in bankruptcy or liquidation or corporate restructuring or otherwise ceases to carry on its business; or
13.3.2 one of the other Parties is in material breach of the terms and conditions of this EULA and fails to remedy such breach within thirty (30) days from the date of receipt of a written notice by the non-defaulting Party, such written notice detailing the breach and the intention to terminate.
13.4 Upon the termination of this EULA for any reason, any Fees owed by the Customer for any use of the Cloud Services until the effective date of the termination shall become immediately due.
13.5 After the termination of this EULA for any reason, Aiven shall retain the Customer’s data for thirty (30) days and make it available to the Customer via the Cloud Services. After the thirty (30) days’ period, Aiven shall have the right to destroy the Customer’s data from the Cloud Services.1
14. Governing Law and Disputes
14.1 This EULA shall be governed by and construed in accordance with the substantive laws of Finland, excluding its choice of law provisions.
14.2 Any dispute, controversy or claim arising out of or relating to this EULA, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The number of arbitrators shall be one. The seat of arbitration shall be Helsinki, Finland. The language of the arbitration shall be English.
14.3 Notwithstanding anything set out in Section 14.2 above, Aiven shall have the right to claim unpaid Fees in a public court.
15. Other Terms
15.1 Aiven and Timescale shall be free to use subcontractors in the performance of its obligations and exercise of its rights under this EULA. Aiven and Timescale shall be liable for the acts and omissions of its subcontractors under this EULA as for its own.
15.2 Aiven and Timescale shall have the right to use its relationship with the Customer in its marketing and sales promotion activities, including the right to use of the Customer’s logo and wordmark.
15.3 No Party shall be liable for any delays or non-performance of its obligations or any damages caused by an impediment beyond its reasonable control, which it could not have reasonably taken into account at the time of entering into this EULA, and whose consequences it could not reasonably have avoided or overcome. For instance, errors in public communication networks or electricity supply shall constitute such an impediment. Strike, lockout, boycott and other industrial action shall constitute a force majeure event also when the Party concerned is the target or Party to such action. A force majeure event suffered by a subcontractor of Party shall also discharge such Party from liability, if the work to be performed under subcontracting cannot be done or acquired from another source without incurring unreasonable costs or significant loss of time. Each Party shall without delay inform the other party in writing of a force majeure event and the termination of the force majeure event.
15.4 All formal notices and other formal communication between the Parties hereunder shall be made in the English language.
15.5 No Party shall be entitled to assign nor transfer all or any of its rights, benefits and obligations under this EULA without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. Aiven or Timescale shall, however have the right to assign this EULA in connection with a sale or transfer of its business or a relevant part thereof.
15.6 Aiven shall have the right to update this EULA at its sole discretion. Aiven shall notify the Customer of such update at least thirty (30) days in advance. Should the Customer not accept the updated EULA, the Customer shall have the right to terminate this EULA by a written notice to Aiven, effective as of the effective date of the new EULA.
15.7 Any terms and conditions that by their nature or otherwise reasonably should survive a cancellation or termination of this EULA shall also be deemed to survive.
“Affiliate” of a Party means any legal entity that is (a) directly or indirectly owning or controlling the Party, or (b) under the same direct or indirect ownership or control as the Party, or (c) directly or indirectly owned or controlled by the Party, for so long as such ownership or control lasts. Ownership or control shall exist through direct or indirect ownership of more than fifty percent (50 %) of the nominal value of the issued equity share capital or more than fifty percent (50 %) of the shares entitling the holders to vote for the election of the members of the board of directors or persons performing similar functions;
“Aiven” means Aiven Ltd (Business ID 2795743-5), a company duly registered under the laws of Finland, having its principal place of business at Kalevankatu 30, 00100 Helsinki Finland;
“Cloud Service(s)” means the cloud based PAAS services provided by Aiven to the Customer, as a part of Timescale Cloud including: (i) Managed version of TimescaleDB (a time-series database written and maintained by Timescale), the open-source PostgreSQL database, and Aiven’s services for operating and using managed PostgreSQL; and (ii) Managed Timescale Grafana based on the open-source Grafana and Aiven’s services for operating and using managed Grafana;
“Confidential Information” shall have the meaning set out in Section 11.1;
“Customer” means the company entering into this EULA with Aiven and Timescale;
“Data Protection Regulation” means all applicable laws relating to data protection, including without limitation the laws implementing EU Directive 2002/58/EC and the General Data Protection Regulation (EU) 2016/679 and any amendments thereto;
“Distributor” means a cloud infrastructure provider (including but not limited to Amazon Web Services, Google Cloud Platform, Microsoft Azure, and DigitalOcean) used for offering Timescale Cloud;
“EULA” means this End User License Agreement;
“Fee(s)” means the compensation paid by the Customer for the license to use the Cloud Services;
“Intellectual Property Rights” means any and all patents, utility models, design rights, copyrights (including the right to amend, modify, develop and assign), trademarks, trade names, inventions, trade secrets, domain names, know-how and any other industrial or intellectual property rights (including applications thereof);
“Parties” and “Party” means Aiven, Timescale, and the Customer jointly and separately;
“Personal Data” means any information relating to an identified or identifiable natural person, and which Aiven and/or Timescale is processing under this EULA, and of which the Customer is a data controller. Such Personal Data does not include the Personal Details specified above in Section 2.
“Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise processed;
“Standard Contractual Clauses” means the contractual clauses issued by the European Commission by the decision 2010/87/EU for international transfers of personal data;
“Stripe” shall have the meaning set out in Section 10.2;
“Timescale” means Timescale, Inc., a company incorporated and registered in Delaware whose registered office is at 335 Madison Ave, Floor 5, New York, New York 10017;
“Timescale Service” means any Timescale-offered services offered in conjunction with Aiven’s Cloud Service, comprising (i) the Timescale Cloud specific sign-up flow; and (ii) any Timescale-offered support;
“Aiven’s Web Site” means Aiven’s web site located at https://aiven.io/; and
“Timescale’s Web Site” means Timescale’s web site located at https://timescale.com/.