Terms of Use (Effective: October, 2016)

PLEASE READ THESE TERMS OF USE (“AGREEMENT”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY ALLUXIO, INC. (“ALLUXIO”).

BY VISITING THE WEBSITES OR USING THE SERVICES IN ANY MANNER, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY AND A PARTY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS. IF A SEPARATE WRITTEN AGREEMENT WITH RESPECT ALLUXIO PRODUCTS OR SERVICES EXISTS BETWEEN YOU AND ALLUXIO, THE TERMS OF THAT WRITTEN AGREEMENT (EXCLUDING THE PRE-PRINTED TERMS OF ANY PURCHASE ORDER, CONFIRMATION OR SIMILAR DOCUMENT, WHICH WILL HAVE NO EFFECT AND WILL NOT BE CONSIDERED AGREED TO BY ALLUXIO UNLESS MUTUALLY EXECUTED) SHALL TAKE PRECEDENCE OVER THIS AGREEMENT, AND YOU ACKNOWLEDGE THAT YOU ARE BOUND BY THE TERMS OF THAT WRITTEN AGREEMENT. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL THE TERMS AND CONDITIONS OF THE AGREEMENT, YOU HAVE NO RIGHT TO USE THE WEBSITE OR SERVICES. USE OF ALLUXIO’S SERVICES IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS.

Access To The Services.

The Alluxio, Inc. website and domain name and all other websites and domain names affiliated with Alluxio, and any other linked pages, features, content, or application services offered from time to time by Alluxio in connection therewith (collectively, the “Website”) are owned and operated by Alluxio. Subject to the terms and conditions of this Agreement, Alluxio may offer to provide certain services, as described more fully on the Website, and which may be selected by you through the process provided on the Website (together with the Website, “Services”), solely for your own internal, noncommercial use, and not for the use or benefit of any third party. The term “Services” shall include, without limitation, any service Alluxio performs for you through the Website and the Content (as defined below) offered by Alluxio on the Website.

Please note that use of Alluxio’s Community Edition is subject to separate terms. Any other use of Alluxio’s products offered on the Website is subject to a separate written agreement between you and Alluxio.

Alluxio may change, suspend or discontinue the Services at any time, including the availability of any feature or content. Alluxio may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability.

Alluxio reserves the right, in its sole discretion, to modify this Agreement at any time by posting a notice on the Website, or by sending you a notice via email or postal mail. You shall be responsible for reviewing and becoming familiar with any such modifications. Your use of the Services following such notification constitutes your acceptance of the terms and conditions of this Agreement as modified. Alluxio does not knowingly collect or solicit personal information from anyone acceptance of the terms and conditions of this Agreement as modified.

Alluxio does not knowingly collect or solicit personal information from anyone under the age of 18 or knowingly allow such persons to register for the Services. If you are under 18, please do not attempt to register for the Services or send any information about yourself to us, including your name, address, telephone number, or email address. No one under age 13 may provide any personal information to Alluxio or on the Services. In the event that we learn that we have collected personal information from a child under age 18 without verification of parental consent, we will delete that information as quickly as possible. If you believe that we might have any information from or about a child under 18, please contact us legal@alluxio.com.

You represent and warrant that you are of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the Services and gotten your parent or guardian to agree to these Terms on your behalf). If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity). You will only use the Services in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law. You will not share your account or password with anyone, and you must protect the security of your account and your password. You’re responsible for any activity associated with your account. This Agreement is void where prohibited by law, and the right to access the Services is revoked in such jurisdictions.

Website Content.

The Website and its contents are intended solely for the personal use of Website users and may only be used in accordance with the terms of this Agreement. All materials displayed or performed on the Website that are created and/or provided by the Alluxio (including, but not limited to text, graphics, articles, photographs, images, illustrations (also known as the “Content”)) are protected by copyright. You shall abide by all copyright notices and obligations, trademark rules, information, and restrictions contained in or implied by any Content accessed through the Services, and shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any Content or third party submissions or other proprietary rights not owned by you: (i) without the express prior written consent of the respective owners, and (ii) in any way that violates any third party right.

The Website is protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions, and other copyright laws. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section 2), create derivative works based on, distribute, perform, display, or in any way exploit, any of the Content, software, materials, or Services in whole or in part.

You may download or copy the Content (and other items displayed on the Website for download) for personal, noncommercial use only, provided that you maintain all copyright and other notices contained in such Content. You shall not store any significant portion of any Content in any form. Copying or storing of any Content other than personal, noncommercial use is expressly prohibited without prior written permission from Alluxio or from the copyright holder identified in such Content’s copyright notice.

In the course of using the Services, you and other users may provide information which may be used by Alluxio in connection with the Services, and which may be visible to certain other users (for example, comments on our blog), to the extent you provide those users with access to such information. If you allow other users to access the information or content you post on the Website (“User Submissions”), you understand that may be used by Alluxio in connection with the Services, and which may be visible to certain other users (for example, comments on our blog), to the extent you provide those users with access to such information. If you allow other users to access the information or content you post on the Website (“User Submissions”), you understand that Alluxio cannot control what those other users will do with your User Submissions. For example, another user may make your User Submissions publicly available or redistribute your User Submissions throughout the internet. You are solely responsible for your conduct regarding and content included in your User Submissions. You understand that all information publicly posted or privately transmitted through the Services is the sole responsibility of the person from which such content originated and that Alluxio will not be liable for any errors or omissions in such content, including without limitation in any User Submissions. You understand that Alluxio cannot guarantee the identity of any other users with whom you may interact in the course of using the Services. Additionally, Alluxio cannot guarantee the authenticity of any information that users may provide. You acknowledge that all Content or User Submissions accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.

Under no circumstances will Alluxio be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred in connection with use of or exposure to any Content posted, emailed, accessed, transmitted, or otherwise made available via the Services.

Your Warranty.

You warrant, represent and agree that you will not contribute any User Submissions or otherwise use the Services or any Alluxio products in a manner that (i) infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party; (ii) violates any law, statute, ordinance or regulation; (iii) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable; (iv) involves commercial activities and/or sales without Alluxio’s prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes; (v) impersonates any person or entity, including without limitation any employee or representative of Alluxio; or (vi) contains a virus, trojan horse, worm, time bomb, or other harmful computer code, file, or program. Alluxio reserves the right to remove any Content or User Submissions from the Services at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or User Submissions or if Alluxio is concerned that you may have breached the immediately preceding sentence), or for no reason at all. You, not Alluxio, remain solely responsible for all User Submissions that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Services, and you warrant that you possess all rights necessary to provide such content to Alluxio and to grant Alluxio the rights to use such information in connection with the Services and as otherwise provided herein.

Restrictions.

You are responsible for all of your activity in connection with the Services. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your right to access or use the Services. You may not post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any Alluxio user. Use of the Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material (including material that may be considered threatening or obscene), or engage in any kind of illegal activity is expressly prohibited. You will not run Maillist, Listserv, any form of auto-responder, or “spam” on the Services, or any processes that run or are activated while you are not logged on to the Website, or that otherwise interfere with the proper working of or place an unreasonable load on the Service’s infrastructure. Further, the use of manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Website is strictly prohibited. You will not decompile, reverse engineer, or otherwise attempt to obtain the source code of the Services or any Alluxio product. You will be responsible for withholding, filing, and reporting all taxes, duties and other governmental assessments prohibited. You will not decompile, reverse engineer, or otherwise attempt to obtain the source code of the Services or any Alluxio product. You will be responsible for withholding, filing, and reporting all taxes, duties and other governmental assessments associated with your activity in connection with the Services.

Warrany Disclaimer.

Alluxio has no special relationship with or fiduciary duty to you. You acknowledge that Alluxio has no control over, and no duty to take any action regarding: which users gains access to the Services; what Content or User Submissions you access via the Services; what effects the Content or User Submissions may have on you; how you may interpret or use the Content or User Submissions; or what actions you may take as a result of having been exposed to the Content or User Submissions. You release Alluxio from all liability for you having acquired or not acquired Content or User Submissions through the Services. The Services may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. Alluxio makes no representations concerning any content contained in or accessed through the Services, and Alluxio will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Services. THE SERVICES, CONTENT, USER SUBMISSIONS, WEBSITE AND ANY SOFTWARE ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Privacy Policy.

For information regarding Alluxio’s treatment of personally identifiable information, please review Alluxio’s current Privacy Policy at http://www/alluxio.com/privacy/, which is hereby incorporated by reference; your acceptance of this Agreement constitutes your acceptance and agreement to be bound by Alluxio’s Privacy Policy.

Registration and Security.

As a condition to accessing some aspects of the Services, you may be required to register with Alluxio and select a password and user name (“Alluxio User ID”). You shall provide Alluxio with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of your account. You may not (i) select or use as a Alluxio User ID a name of another person with the intent to impersonate that person; or (ii) use as a Alluxio User ID a name subject to any rights of a person other than you without appropriate authorization. Alluxio reserves the right to refuse registration of or cancel a Alluxio User ID in its discretion. You shall be responsible for maintaining the confidentiality of your password.

Indemnity.

You will indemnify and hold Alluxio, its parents, subsidiaries, affiliates, officers, and employees harmless (including, without limitation, from all damages, liabilities, settlements, costs and attorneys’ fees) from any claim or demand made by any third party due to or arising out of your access to the Services, use of the Services or any software, your violation of this Agreement, or the infringement by you or any third party using your account of any intellectual property or other right of any person or entity.

LIMITATION OF LIABILITY. IN NO EVENT SHALL ALLUXIO OR ITS SUPPLIERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE WITH RESPECT TO THE WEBSITE OR THE SERVICES OR THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE GREATER OF FEES PAID BY YOU THEREFOR OR $100; (II) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE GREATER OF FEES PAID BY YOU THEREFOR OR $100; (II) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; (III) FOR DATA LOSS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR (IV) FOR ANY MATTER BEYOND ALLUXIO’S REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

Fees & Payments.

Alluxio reserves the right to require payment of fees for certain Services. If you choose to sign up for any of our Services or products that carries a fee, you hereby represent and warrant that you are eighteen (18) years of age or older. You shall pay all applicable fees, as described in the then applicable price list in connection with such Services selected by you. Alluxio reserves the right to change its price list and to institute new charges at any time, upon notice to you, which may be sent by email or posted on the Website. Your use of the Services following such notification constitutes your acceptance of any new or increased charges.

Third Party Websites.

The Services may contain links to third party websites that are not owned or controlled by Alluxio, or the Services may be accessible by logging in through a third party website or service. When you access third party websites, you do so at your own risk. You hereby represent and warrant that you have read and agreed to be bound by all applicable policies of any third party websites or services relating to your use of the Services and that you will act in accordance with those policies, in addition to your obligations under this Agreement. Alluxio has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites. In addition, Alluxio will not and cannot monitor, verify, censor or edit the content of any third party site.

By using the Services, you expressly relieve and hold harmless Alluxio from any and all liability arising from your use of any third party website. Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Alluxio shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between participants on this site, or between users and any third party, you understand and agree that Alluxio is under no obligation to become involved. In the event that you have a dispute with one or more other users, you hereby release Alluxio, its officers, employees, agents, and successors in rights from claims, demands, and damages (actual and consequential) of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our service. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

Termination.

This Agreement shall remain in full force and effect while you use the Services. You may terminate your use of the Services or your membership at any time by following the instructions on the Website. Alluxio may terminate your access to the Services or your membership at any time, for any reason, and without warning, which may result in the forfeiture and destruction of all information associated with your membership. Alluxio may also terminate or suspend any and all Services and access to the Website immediately, without prior notice or liability, if you breach any of the terms or conditions of this Agreement. Any fees paid hereunder are non-refundable. membership. Alluxio may also terminate or suspend any and all Services and access to the Website immediately, without prior notice or liability, if you breach any of the terms or conditions of this Agreement. Any fees paid hereunder are non-refundable. Upon termination of your account, your right to use the Services, access the Website, and any Content will immediately cease. All provisions of this Agreement, which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

Miscellaneous.

The failure of either party to exercise, in any respect, any right provided for herein shall not be deemed a waiver of any further rights hereunder.

Alluxio shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Alluxio’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference). If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by you except with Alluxio’s prior written consent. Alluxio may transfer, assign or delegate this Agreement and its rights and obligations without consent. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of laws provisions thereof. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in San Francisco County, California, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be.

Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in the Northern District of California. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind Alluxio in any respect whatsoever.

Contact.

If you have any questions, complaints, or claims with respect to the Services, you may contact us at legal@alluxio.com.