# ZILLIZ End-User License Agreement 

#### Last updated: 2019-06-30 



This End-user License Agreement ("Agreement") is applicable to all users who uses Milvus provided by ZILLIZ company.

**Please read this agreement carefully before clicking the I Agree button, downloading or using this Application.**

**If you ("You" or "User") use any product on behalf of a company or other organization, you hereby state that you are an employee or agent of the company or such other institution, and you have the right to represent the company or such institutions to accept all the terms and conditions required under this Agreement. **

**If you use any product, you acknowledge and agree:** 

**(A) You have read all the terms and conditions in the Agreement;**

**(B) You have understand all the terms and conditions in the Agreement;**

**(C) You have agreed that all the terms and conditions of this Agreement are legally binding on you.**

**If you do not agree to any of the terms and conditions set forth in this Agreement, you may choose not to use any part of the product.** 

**This agreement takes effect immediately the first time you download the application**.

1. **Product**. In this Agreement, it refers to Milvus and other related software products of **ZILLIZ**, including Milvus vector indexing database and its updates, higher versions, maintenance or patch releases ("Updated Software").

     (a)  Only the Docker version of Milvus vector indexing database is granted free to the User. **ZILLIZ** retains the right to revoke this grant;

     (b)  Any person or organization that intend to use or try the Docker version of Milvus vector indexing database need to inform **ZILLIZ** of the personal identity, contact information and purposes of using the Product by sending an email to: support@zilliz.com;

     (c）Making or using additional copy of the Product is only restricted to necessary copy purposes.

2. **Related Agreements**. The Related Agreements includes this Agreement and all other related terms and conditions that appear in [Milvus official website](https://milvus.io). This Agreement is the entire and final agreement that replaces all other terms agreed between the User and **ZILLIZ** about issues listed here, oral or written. 

3. **License Grant**. **ZILLIZ** grant You a revocable, non-exclusive, non-transferable limited right to install and use the Application defined above for your personal, non-commercial purposes. The User who uses the Application through downloading and other permitted channels are also subject to this Agreement;

4. **Restrictions on Use.** You shall use the Application in accordance with the terms in the Agreement, and shall not:

   （a）Make any modification, translation or derivative work from the Application;

   （b）Decompile, reverse engineer, disassemble, attempt to derive the source code or algorithm of the Application; 

   （c）Sell, distribute, license re-granting or provide translation of the whole or part of the Application;

   （d）Use the Application for creating a product, service or software. 

   （e）Remove, alter or obscure any proprietary notice, trademark, or copyright of the Company and Application;

   （f）Install or use the Application to provide service to third-party partners, without acquiring formal grant of **ZILLIZ** ;

   （g）Perform or permit any behaviors that might lead to one of the above prohibited actions. 

5. **Ownership**. **ZILLIZ** enjoys the ownership of the following：

   （a）Products (includes but is not restricted to any updated software, patch releases, or derivative products); 

   （b）All concepts, innovations, discoveries, improvements, information, or creative products developed and discovered by **ZILLIZ** as a result of or arising out of the service providing process;

   （c）Intellectual property rights of the above mentioned products and innovations. In this Agreement, "Intellectual Property" refers to trademarks, patents, designations of origin, industrial designs and models and copyright. **ZILLIZ** and the User agree that the User enjoy all the rights to use data produced by using the Product, while **ZILLIZ** keeps all other rights not explicitly stated in the Agreement. Unless otherwise stated, **ZILLIZ** has not granted any additional rights to Users, either implied, acquiesced or in other ways.

6. **Non-disclosure**. Confidential Information refers to any and all information revealed to the User  by **ZILLIZ**, either oral or written, tangible or intangible, before or after the Agreement takes effect. Confidential information includes but is not restricted to business plans and strategies, product, innovations, design papers, financial plans, computer programs, User information, etc. Within the term of this Agreement, unless granted definite permission, the User shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of  **ZILLIZ** and using the Product. In addition:

   （a）You shall not copy, use or disclose Confidential Information for purposes other than using the Product agreed in this Agreement;

   （b）You shall carefully restrict access to Confidential Information to employees, contractors, and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement.

   Confidential Information does not include: 

   （a）Information that can be obtained by third-parties not due to User's violation of the Agreement;

   （b）Information that can be proven to be provided to Users not by **ZILLIZ** ;

   （c） Information that are obtained with no reference to Confidential Information;

   （d）Information the User gets from third-parties that are not subject to non-disclosure agreement. Unless otherwise stated, any comments, suggestions or other feedback ("Feedback Information") about the Product by the User to **ZILLIZ** will also be counted as Confidential Information. 

   Furthermore, **ZILLIZ** has the right to use, disclose, copy or use above Feedback Information, and bearing no intellectual property burden or restrictions. According to related laws and regulations, during the fulfillment of this Agreement: 

   （a）**ZILLIZ** agree not to require the User to provide any information regarding personal identities;

   （b）The User agree not to provide **ZILLIZ** with any personal information.

7. **Disclaimer of Warranties**. You acknowledge, agree and promise that:

       (a) All employees and consultants will obey all terms in the Agreement;

   （b）Application of the Agreement is subject to all laws, terms, acts, commands and other requirements issued by the government (no matter these laws are in effect now or will be effective in the future).

   The User shall be held responsible for all the behaviors in relation to the Application. 

   The Application is provided on an "As is" or "As available" basis, and that You use or reliance on the Application is at your sole risk and discretion. **ZILLIZ** and its partners make no warranty that the Application will meet all Your requirements and expectations.

   **ZILLIZ** and its suppliers hereby disclaim any and all representations, warranties and guaranties regarding the Application, whether expressed, implied or statutory:

   （a）The implied warranty of merchantability;

   （b）Fitness for a particular purpose;

   （c）Non-infringement. 

   Further more, considering the continuous advancement of Internet hacking and attaching technologies, **ZILLIZ** make no guarantee that the Application or the systems and Internet it uses will be exempt from any hack or attack. 

8. **Damages and Penalties**. The User shall pay, protect or prevent **ZILLIZ** and its board members, executives, employees, consultants or representative agencies (**ZILLIZ** Protected Party) from any existing or potential damage loss, fees, penalties and other outgoing payments (include but are not limited to lawyer fees, fines, interests and advance payment) arising out of legal request, litigation or other processes.  The prerequisite condition of the above obligations are that the legal request, litigation or process are caused by any of the following situations:

   （a）Any violation of the Agreement;

   （b）User fault or deliberate behavior; 

   （c）Controversial data is produced or collected during the usage of the Product.

9. **Limitation of Liability**. Unless due to deliberate fraud or error from **ZILLIZ**, below terms are applicable:

   （a）Under no circumstances shall **ZILLIZ** be held liable for any profit loss, data loss, revenue loss, termination of operations, any indirect, special, exemplary or consequential damages arising out or in connection with Your access or use of the Application;

   （b）Without limiting the generality of the foregoing, **ZILLIZ**'s aggregate liability to You shall not exceed the total amount of money You already paid or will pay to **ZILLIZ** (if any). 

10. **Third-party Suppliers**. The User acknowledge that no statement and guarantee should be expected from Third-party Suppliers about the Product or its components. **ZILLIZ** hold no obligations to the Users' usage of the softwares provided by third-party Suppliers.

11. **Diagnosis and Report**. The User know and agree that Diagnosis is part of the configuration of the Product. Diagnosis is used to collect the configuration files, node numbers, software version, logs and related information, and send a Report to **ZILLIZ** to recognize potential support problems, get to know User environment, and to enhance product features. Although You can choose to turn off the Diagnosis function of automatic report sending, however, You shall run the Diagnosis at least once every quarter and send the Report to **ZILLIZ**. 

12. **Termination of Licensing**. This Agreement is valid from the day it takes effect to the termination dated defined in **ZILLIZ** website, unless the User has disobeyed the terms and caused the Agreement to end in advance. Whether or not listed, if the User has violated terms in Clause 3, 4, 5 or 7, **ZILLIZ** may, in its sole and absolute discretion, terminate this License and the rights afforded to You. Upon the expiration or termination of the License: 

    （a）All rights afforded to the User based upon this Agreement will be terminated. You shall ease use of the Product and uninstall related software;

    （b）The User shall return all confidential information and the copy (includes but not restricted to Product) back to **ZILLIZ**, or destroy all copy of  confidential information on permission of **ZILLIZ**. Without the written approval of **ZILLIZ**, the User is not allowed to keep any confidential information or its copy provided by **ZILLIZ**.

13. **Third-party Resources**. Products supplied by **ZILLIZ** may include hyperlinks to other websites, content or resources ("Third Party Resources"), and the normal use of such products may depend on the availability of third party resources. **ZILLIZ** is unable to control any third-party resources. The User acknowledges and agrees that **ZILLIZ** is not responsible for the availability and security of third-party resources and does not guarantee any advertising, products or other materials that are or are derived from such third party resources. The User acknowledges and agrees that **ZILLIZ** shall not hold obligations about any liability for loss or damage that may be suffered due to the availability and security of third party resources, or the integrity or accuracy of any advertisements, products or other materials that the User relies on or obtains from third party resources.  

14. **Other**. The entire contents of this Agreement are performed within the territory of the People's Republic of China and are governed by and construed in accordance with the laws of the People's Republic of China (but not applicable to the relevant conflict laws). **ZILLIZ** agrees that any disputes relating to this Agreement will be submitted to the Xuhui District People's Court of Shanghai, and irrevocably and unconditionally agree that the above courts have exclusive jurisdiction over all litigations and disputes brought about by this Agreement. Once it is determined that any provision is invalid, illegal or unenforceable, **ZILLIZ** reserves the right to modify and interpret the terms. Any notice that needs to be sent to the user, if posted on the **ZILLIZ** website, is deemed to have been validly and legally sent to the user. Except for the obligation to pay under this contract, neither party will be liable for failure to perform or delayed performance of this Agreement in whole or in part due to force majeure. The force majeure includes but is not limited to fire, storm, flood , earthquake, civil strife, telecommunications disruption, power outage or other infrastructure disruption, service interruption or termination caused by **ZILLIZ** service provider problems, strikes, intentional destruction events, cable cuts, virus intrusion or any other similar incidents caused by intentional or illegal acts by third parties. In the case of the above-mentioned delayed performance, the delay in fulfilling the agreement may be the delay time due to the above reasons. Unless otherwise stated in this Agreement, notices or communications required or endorsed by this Agreement must be signed or authorized in writing by a party, and delivered by direct delivery, overnight delivery, confirmed email, confirmed fax or by mailing a registered letter, registered mail, and returning the order, etc. Any modification, addition or deletion or waiver of this Agreement must be confirmed by a written confirmation by a suitably authorized representative of both parties. The non-performance or delay in the performance of any right or remedy by any party (partially or wholly) does not constitute a waiver of such rights or remedies, nor does it affect any other rights or remedies. All claims and remedies under this Agreement may be cumulative and do not exclude any other rights or remedies contained in this Agreement or as required by law. Exemption from the waiver or delay of any liability for breach of contract in this Agreement does not constitute an exemption from other subsequent breach of contract obligations.