Infinitera Database Explorer Terms of Use

Effective Date: March 1st, 2024

Thank you for using Infinitera Database Explorer and related Infinitera software and services (“App”). The App is owned and provided by Infinitera Inc. (“Infinitera” or “we” or “us” or “our”).

By accessing, registering for, or using our App, or by accepting these Terms through an “I Accept” checkbox or similar method, you agree to be bound by these Terms of Use ("Terms"). Please read these Terms carefully and, if you wish, print or save a copy for your records. If you do not agree to these Terms, you may not use the App.

If you are accepting these Terms in connection with your employment by an entity, these Terms are binding both on you and such entity, and you represent that you are authorized to bind that entity to these Terms.

Changes to These Terms

We may change these Terms at any time without further notice. If we do this, we will post the changes to these Terms on this page and will indicate at the top of this page the date these Terms were last revised. Your continued use of the App after any such changes constitutes your acceptance of the new Terms.

Subscriptions

You may obtain a subscription to the App through a Microsoft marketplace or other marketplace, or through your acceptance of an online App subscription sign-up page or other document that references these Terms (each, a “Subscription”).

If you obtain a subscription through a marketplace provided by Microsoft or other authorized Infinitera reseller, then your Subscription will be with Microsoft or such other reseller and not directly with Infinitera. However, in this case these Terms still apply to you.

The Subscription may specify applicable fees, the number of users, how long you are authorized to use the App, and other terms. In the event of a conflict between these Terms and the terms of a Subscription, these Terms shall control except as specified herein and except to the extent that the Subscription identifies the specific provision(s) in these Terms to be varied.

Sandbox/Trial Use

We may in our discretion offer you free sandbox or pilot trial use of the App (“Trial”). Trials are provided for evaluation purposes only. You agree to use only test data in connection with any Trial and to not store any confidential or sensitive information when using the App during a Trial. Trials are offered “AS-IS”, without warranty of any kind and we will not be liable for damages of any kind resulting from your Trial.

Changes to the App

Infinitera may from time to time, with or without notice, add features to the App, change the App, or remove features of the App.

Your Account

Your account for access to the App is for your personal use only. You may not authorize others to use your account, and you may not assign or transfer your account.

Your account may include the right to authorize an agreed number of users employed by or otherwise associated with your entity to use the App (“Authorized Users”). All Authorized Users may access and use the App solely for your entity’s internal benefit. Authorized Users include all individuals authorized to use the App, regardless of whether any such individual is actively using the App at a particular time.

You are responsible for all activities, charges, and liabilities associated with your account, including those by Authorized Users that are authorized through your account. You agree to immediately notify Infinitera of any unauthorized use of your account of which you are aware.

You shall take all reasonable precautions necessary to safeguard against unauthorized access and use of the App through your account, including ensuring that an Authorized User ceases use of the App after that Authorized User is no longer associated with your entity.

Term and Termination

These Terms and your right to use the App remain in effect for the time period specified in the applicable Subscription (the “Initial Term”), unless terminated earlier in accordance with these Terms.

Except as otherwise specified in your Subscription, subscriptions for the App will automatically renew for additional annual periods (each, a “Renewal Term”) unless either party provides notice of non-renewal at least 30 days prior to the start of the next Renewal Term. As used herein, “Term” means the Initial Term and all Renewal Terms.

If either party materially breaches these Terms, and such breach is not cured within thirty (30) days after written notice of the breach from the other party, then the other party may terminate the Subscription. In addition, Infinitera may suspend the App (or any portion thereof) upon notice to you if you breach these Terms.

Any of these Terms that by their nature are intended to survive any termination or expiration of these Terms, including but not limited to the sections entitled “Infinitera Materials and Intellectual Property”, “Confidentiality”, “Disclaimers”, “Limitations of Liability”, and “Indemnification”, will so survive.

In order to protect the integrity of the App, Infinitera reserves the right at any time in its sole discretion to block users from certain IP addresses from accessing the App.

Your Use of the App

During the Term, Infinitera grants you a limited, non-exclusive, non-transferable license only to use the App for your own personal use, subject to your compliance with these Terms. You may not use the App for any other purpose, or after the end of the Term.

You shall provide, at your own expense, suitable equipment, software, and internet access as necessary to access and use the App.

Infinitera Materials and Intellectual Property

Infinitera and its licensors own and retain all right, title, and interest in and to the App, all underlying technology and algorithms used with or otherwise enabling the App, and all software associated with the App (collectively, “Infinitera Materials”), including all associated trademarks, copyrights, and other intellectual property rights. Nothing in these Terms transfers any such rights, title or interest to you or any other user, and Infinitera reserves all rights not expressly granted in these Terms.

You agree not to remove, conceal, or alter any proprietary rights notices (including copyright and trademark notices) contained within Infinitera Materials. You may not (and you may not permit anyone else to) extract, copy, modify, reverse engineer, decompile, or otherwise attempt to access or use the source code of the software underlying or otherwise used to provide the App.

All trademarks, service marks, trade names, logos and graphics associated with Infinitera and the App ("Marks") are trademarks of Infinitera and its licensors. You may not use any Marks without the prior written consent of Infinitera.

You agree that any breach of your obligations with respect to Infinitera’s and its licensors’ intellectual property rights will result in irreparable injury to Infinitera and its licensors for which money damages are inadequate, and you therefore agree that Infinitera and its licensors shall be entitled to seek injunctive relief to address such breach, without the requirement of posting a bond, in addition to any other relief that a court may deem proper.

The App may contain or be provided with components that are subject to open-source software licenses. Any use of those components may be subject to different or additional terms and conditions, and you agree to comply with any applicable licenses governing the use of those components.

Data

You shall retain ownership of data and information that is entered into the App by you and by Authorized Users (“Your Data”). Your Data excludes Operational Data, as defined below.

The App does not store Your Data, but instead provides you with the ability to view, manipulate, process, and manage Your Data that is stored elsewhere. You are solely responsible for obtaining data storage for Your Data from Microsoft or other authorized data storage resource that is compatible with the App, for backing up and restoring Your Data, for securing your Data, and for giving permission to allow the App to connect to Your Data. NOTE: during a Trial, data is stored by us, but as noted above you agree to use only test data for a Trial.

You grant Infinitera a transferable (to Infinitera’s successor), non-exclusive, worldwide license to access Your Data solely for the purpose of providing the App and for support, maintenance, and quality control purposes.

You represent and warrant that: (i) you either own Your Data or are otherwise permitted to grant the license set forth in this Section; (ii) Access to Your Data on or through the App does not violate the privacy rights, publicity rights, contract rights, intellectual property rights, or any other rights of any person; and (iii) Access to Your Data on or through the App does not result in a breach of contract between you and any third party. You will not allow the App to access protected health information unless the parties sign a mutually agreeable Business Associate Agreement.

Infinitera retains ownership of Operational Data. “Operational Data” means aggregated and statistical data about use of the App, including without limitation performance information related to the provision, operation, and/or improvement of the App. Operational Data is not part of Your Data.

Acceptable Use

You may only access the App through the interface provided by Infinitera and for lawful purposes. You represent, warrant, and agree that you will not, in connection with use of the App, directly or indirectly:

Upload, post, or otherwise transmit any unlawful, threatening, libelous, harassing, defamatory, vulgar, obscene, pornographic, profane, deceptive, or otherwise objectionable content;
Upload, post, or otherwise transmit any content that infringes or violates any intellectual property right, publicity right, privacy right, or other right of any third party;
Upload, post, or otherwise transmit any content that contains any malware, viruses, spyware, worms, or other malicious code or files;
Disrupt the normal flow of communication in the App or otherwise act in a manner that negatively affects any other users’ ability to use or benefit from the App;
Interfere with or disrupt the App or servers or networks connected to the App, or violate any requirements, procedures, policies, or regulations of networks connected to the App;
Access (or attempt to access) any part of the App through any automated means (including use of scrapers, scripts, robots, spiders, or web crawlers), or in any way circumvent the navigational structure or presentation of the App;
Use the App for any phishing, trolling, or similar activities, or to redirect users to other sites or encourage users to visit other sites; or to harvest or collect email addresses or other contact information of other users of the App by automated or other means;
Use the App to commit a criminal offense or to encourage conduct that would constitute a criminal offense or give rise to any third-party claim, or otherwise violate any local, state, federal, or international law or regulation, including export control laws and regulations;
Impersonate or attempt to impersonate Infinitera or an employee of Infinitera, another user, or any other person or entity, or post any information that misrepresents the identity, characteristics or qualifications of you or any other person;
Use the App for the purpose of developing, directly or indirectly, a product or service competitive to the App;
Frame or mirror any part of the App;
Use metatags or code or other devices containing any reference to any Mark or the App in order to direct any person to any other website or App for any purpose; or
Otherwise use the App in violation of these Terms.

Fees

You agree to pay the fees to Infinitera or its reseller (e.g., Microsoft) for the App, as specified in the applicable Subscription. The terms of the remainder of this Section apply only if your Subscription is directly with Infinitera. Otherwise, the payment and related terms contained in your agreement with Infinitera’s reseller shall apply.

All fees are payable in U.S. dollars and are nonrefundable and non-creditable.

All fees may be increased upon thirty (30) days’ written notice to you. Any increase in fees will not apply until the next renewal term.

Except for taxes based on Infinitera’s net income, if any authority imposes a tax, duty, levy, or fee upon your use of or Subscriptions for the App, you shall pay that amount as specified in the Subscription or Infinitera’s invoice or supply Infinitera with exemption documentation.

If you fail to pay according to these Terms, Infinitera may, without prejudice to its other rights and remedies: (1) charge interest on any unpaid amounts on a daily basis from the original due date at the rate of the lesser of 1.5% per month or the maximum amount permissible by law, (2) suspend or terminate your use and/or access to App, or both (1) and (2).

Infinitera may from time to time offer promotions and discounts for which you may be eligible, including Trials and promotions available for a limited time. Unless otherwise specifically noted, promotional offers and discounts apply to first-time purchasers only. Separate terms and conditions may apply to promotional offers and discounts.

Security

Infinitera will maintain appropriate administrative, technical and physical safeguards to protect the security, confidentiality and integrity of Your Data.

You are responsible for properly configuring and using the underlying Microsoft cloud service (or other service authorized by Infinitera) and taking your own steps to maintain appropriate encryption, security, protection and backup of Your Data. Infinitera is not responsible for: (a) backing up Your Data, or (b) unless caused by Infinitera’s breach of these Terms, unauthorized access to your account. You will contact Infinitera immediately if you believe unauthorized activity has occurred in your account or if your account information is lost or stolen. You will ensure that Your Data, and your use of it, complies with these Terms and any applicable law.

Confidentiality

"Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes Your Data, and Infinitera Confidential Information includes the non-public aspects of the App and associated software and technology and the Operational Data. However, Confidential Information will not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) is independently developed by the Receiving Party.

The Receiving Party will use the same degree of care to protect the Disclosing Party’s Confidential Information that it uses to protect the confidentiality of its own similar Confidential Information, but in no event less than reasonable care. The Receiving Party agrees (i) not to use any Confidential Information of the Disclosing Party for any purpose except to exercise a license or perform an obligation under these Terms, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with these Terms and who have agreed to confidentiality protections no less stringent than those in these Terms.

The Receiving Party may disclose Confidential Information of the Disclosing Party if it is required by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.

Disclaimers

The App and Infinitera Materials are provided by Infinitera on an "as is" and "as available" basis. Infinitera makes no representations or warranties of any kind, express or implied, as to the App or Infinitera Materials. You agree that your use of the App and Infinitera Materials is at your sole risk. The App and Infinitera Materials could include inaccuracies or other errors. Infinitera does not warrant or make any representations regarding the use of or the result of the use of the App or Infinitera Materials.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INFINITERA DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. INFINITERA DOES NOT WARRANT THAT THE APP OR INFINITERA MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE APP OR INFINITERA MATERIALS OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Limitation of Liability

Neither Infinitera nor its suppliers or affiliates, nor their respective directors, employees, officers or representatives will be liable for any damages of any kind arising from the use of or inability to use the App or Infinitera Materials, including, but not limited to, any direct, indirect, incidental, special, consequential, exemplary or punitive damages, or any lost profits, lost data, or loss of revenue. Without limiting the foregoing, Infinitera’s total liability will at all times be limited to the fees you have paid for the App at issue during the six (6) months prior to the event giving rise to the cause of action. The limitations in this paragraph shall apply to the extent permitted by applicable law.

Indemnification

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS INFINITERA, ITS AFFILIATES AND SUPPLIERS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND REPRESENTATIVES, FROM ANY AND ALL DEMANDS, CLAIMS, ACTIONS, DAMAGES, LOSSES, LIABILITIES, COSTS AND EXPENSES, INCLUDING ATTORNEYS’ FEES AND COURT COSTS, ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS OR USE OF THE APP OR INFINITERA MATERIALS, OR YOUR VIOLATION OF ANY OF THESE TERMS.

Feedback

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information submitted to Infinitera relating to modifying or improving the App (“Feedback”), whether solicited or unsolicited, are non-confidential. Infinitera may use Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You grant to Infinitera a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, transferable, sublicensable license to use Feedback, and in the event perpetual license terms are not allowed by law, the term shall be for the longest period as allowed by applicable law.

Eligibility

Use of the App is void where prohibited. The App may only be used by users who are 16 years old or older. Any registration by, use of or access to the App by anyone under 16 is prohibited. By using the App, you represent and warrant that you are 16 or older and that you are using the App for lawful purposes.

Privacy Policy

Please see our privacy policy at https://databaseexplorer.com/Privacy for a review of how we collect and use personal information.

Privacy and GDPR

To the extent applicable, the parties will abide by the requirements of European Economic Area and Swiss data protection law regarding the collection, use, transfer, retention, and other processing of any information relating to an identified or identifiable natural person (“Personal Data”) from the European Economic Area and Switzerland. All transfers of your Personal Data out of the European Union, European Economic Area, and Switzerland will be governed by the standard data protection clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection, as described in Article 46 of GDPR (“Standard Contractual Clauses”). “GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to processing of personal data and the free movement of that data.

You consent to the processing of Personal Data by Infinitera, and its agents and subcontractors, as provided in these Terms. Before providing Personal Data to Infinitera, you will obtain all required consents from third parties (including your contacts, partners, distributors, administrators, and employees) under applicable privacy and data protection laws.

To the extent Infinitera is a processor or subprocessor of Personal Data subject to GDPR, the Standard Contractual Clauses govern that processing, and the parties also agree to the following terms:

Processor and Controller Roles and Responsibilities. You and Infinitera agree that you are the controller of Personal Data and Infinitera is the processor of such data, except when (a) you act as a processor of Personal Data, in which case Infinitera is a subprocessor or (b) stated otherwise in a Subscription. Infinitera will process Personal Data only on documented instructions from you. In any instance where GDPR applies and you are a processor, you warrant to Infinitera that your instructions, including appointment of Processor as a processor or subprocessor, have been authorized by the relevant controller.
Processing Details. The parties acknowledge and agree that:
1. the subject-matter of the processing is limited to Personal Data within the scope of GDPR;
2. the duration of the processing will be for the duration of your right to use the App and until all Personal Data is deleted or returned in accordance with your instructions or the terms of these Terms;
3. the nature and purpose of the processing will be to provide the App pursuant to these Terms;
4. the types of Personal Data processed by the App include those expressly identified in Article 4 of GDPR; and
5. the categories of data subjects are your representatives and end users, such as employees, contractors, collaborators, and customers, and other data subjects whose Personal Data is contained within any data made available to Infinitera by you.

Infinitera will make information available to you in a manner consistent with the functionality of the App and Infinitera’s role as a processor of Personal Data of data subjects and the ability to fulfill data subject requests to exercise their rights under GDPR. Infinitera will comply with reasonable requests by you to assist with your response to such a data subject request. If Infinitera receives a request from your data subject to exercise one or more of its rights under GDPR in connection with an App for which Infinitera is a data processor or subprocessor, Infinitera will redirect the data subject to make its request directly to you. You will be responsible for responding to any such request including, where necessary, by using the functionality of the App. Infinitera will comply with reasonable requests by you to assist with your response to such a data subject request.

You consent to Infinitera using the subprocessors listed at the applicable Infinitera URL or as otherwise communicated to you. Infinitera remains responsible for its subprocessors’ compliance with the obligations herein. Infinitera may update its list of subprocessors from time to time, by providing you at least 14 days’ notice before providing any new subprocessor with access to Personal Data. If you do not approve of any such changes, you may terminate any subscription for the affected App without penalty by providing, prior to expiration of the notice period, written notice of termination that includes an explanation of the grounds for non-approval.

Infinitera will maintain all records required by Article 30(2) of GDPR and, to the extent applicable to the processing of Personal Data on your behalf, make them available to you upon request.

California Privacy Rights Act.

The terms in this Section apply solely to the extent you are a business under the CPRA or, with respect to California Personal Data provided to Infinitera, are a service provider or contractor (either directly or indirectly) to a business under the CPRA.

Definitions.

“California Privacy Laws” means the California Privacy Rights Act of 2020, together with any final regulations promulgated thereunder (collectively, the “CPRA”).
“California Personal Data” means any personal information of consumers that is processed by Infinitera on behalf of the Customer and/or that is made available to Infinitera for a business purpose pursuant to the Standard Contract.
The following terms have the meanings given in the CPRA: “business”, "business purpose", “consumer”, “contractor”, “person”, “personal information”, “processing”, “service provider”, “share”, “sharing”, “shared”, “sell”, “selling”, “sale” and “sold”.

Infinitera shall:

not sell or share California Personal Data;
not retain, use, or disclose California Personal Data for any purpose other than for the business purposes specified in the Standard Contract, nor retain, use, or disclose California Personal Data for a commercial purpose other than the business purposes specified in the Standard Contract, except, in each case, as otherwise expressly permitted by the CPRA;
not retain, use, or disclose California Personal Data outside of the direct business relationship between the parties;
not combine California Personal Data, which Infinitera receives pursuant to the Standard Contract or from or on behalf of Customer, with personal information which it receives from or on behalf of another person or persons, or collects from its own interaction with the individual to whom such California Personal Data relates, except as otherwise expressly permitted by the CPRA;
cooperate with Customer in responding to any requests from any individual regarding California Personal Data relating to such individual, including: (i) at the direction of Customer, deleting, correcting, or limiting the use of such California Personal Data, if so required by the CPRA; and (ii) instructing Infinitera’s service providers and/or contractors (if any) to so cooperate in such response;
assist Customer through appropriate technical and organizational measures in complying with the requirements of subdivisions (d) through (f) of Section 1798.100 of the CPRA, taking into account the nature of the processing;
implement and maintain security procedures and practices appropriate to the nature of the California Personal Data to protect such California Personal Data from unauthorized access, destruction, use, modification, or disclosure;
comply with all applicable laws, including without limitation all applicable obligations under the CPRA and provide the same level of privacy protection respect to California Personal Data as required by the CPRA; and
notify Customer if Infinitera determines it can no longer meet its obligations under the CPRA.

Infinitera acknowledges and agrees that the California Personal Data has been disclosed to it for the limited and specified purposes set forth in the Standard Contract and Infinitera further acknowledges and agrees Customer shall have the right: (i) to take reasonable and appropriate steps to ensure that Infinitera uses California Personal Data in a manner consistent with Customer’s obligations under the CPRA; and (ii) upon notice from Customer to Infinitera, to take reasonable and appropriate steps to stop and remediate unauthorized use of California Personal Data.

Infinitera shall permit Customer to take reasonable and appropriate steps to ensure that Infinitera uses the California Personal Data in a manner consistent with Customer’s obligations under the CPRA. Such reasonable and appropriate steps may include ongoing manual reviews and automated scans, and regular assessments, audits, or other technical and operational testing at least once every twelve (12) months. Infinitera is entitled to make such audits/inspections conditional upon the provision of adequate notice and the signing of a non-disclosure agreement with regard to the data of other customers and the technical and organizational measures which are in place. If an auditor appointed by Customer is a competitor of Infinitera, Infinitera has the right to refuse any audit/inspection by such an auditor. Infinitera is entitled to remuneration for the assistance rendered in the performance of an audit/inspection by Customer, unless Infinitera has given reasonable cause for the audit/inspection. The time and cost required for an audit/inspection is limited to one day per calendar year, unless Infinitera has given reasonable cause for the inspection.

Infinitera shall not engage subcontractors (whether or not considered contractors or service providers) in the processing of California Personal Data without prior notice to Customer. Infinitera’s contractual arrangements with such subcontractors shall comply with Section 1798.140(ag)(1) of the CPRA and Section 7051(a) of the regulations issued under the CPRA. Infinitera shall remain responsible and liable to Customer for the acts and omissions of such service providers and/or contractors.

Miscellaneous

All disputes arising out of or relating to these Terms, including all intellectual property issues and your rights and obligations, shall be governed by the laws of the United States of America and the State of North Carolina (without regard to any conflicts of laws rules) and shall be subject to exclusive jurisdiction in the state or federal courts of Wake County, North Carolina. Each party waives any objection to such venue or jurisdiction. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms and is expressly excluded.

The App is not available in all languages or in all countries. Infinitera makes no representation that the App is appropriate or available for use in any particular location. To the extent you choose to access the App, you do so at your own risk and are responsible for compliance with any applicable laws, including applicable local laws.

These Terms are personal to you, and you may not assign them or your rights or obligations under them to anyone. If any provision of these Terms is invalid or unenforceable under applicable law, the remaining provisions will continue in full force and effect. Infinitera may assign its rights and obligations, or these Terms, in whole or in part.

The failure of a party to exercise or enforce any right or provision of these Terms does not constitute a waiver of such right or provision. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term.

You and Infinitera acknowledge and agree that no partnership, agency, joint venture, or employment relationship is formed between you and Infinitera by your use of the App, and neither you nor Infinitera have the power or the authority to obligate or bind the other.

Infinitera shall not be liable for any failure or delay in the performance of its obligations due to causes beyond its reasonable control, including but not limited to, war, terrorism, sabotage, insurrection, riot or other act of civil disobedience, strikes or other labor shortages, act of any government affecting the terms hereof, accident, fire, explosion, pandemic, flood, hurricane, severe weather or other disaster.

You agree that Infinitera may use your entity’s name and logo for marketing purposes, including in a list of clients on its web site.

These Terms along with any applicable Subscription constitute the entire understanding between the parties pertaining to their subject matter, and any prior or other contemporaneous written or oral agreements between the parties are expressly superseded.