Terms and Conditions
Version: April 13th, 2023
These Website Terms and Conditions (“Terms”) govern how Alation, Inc. (“Alation,” “we,” “us,” “our”) provides its services to you through its websites that link to these Terms (collectively referred to herein as the “Site(e)”).
PLEASE READ THESE TERMS CAREFULLY, AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS. NOTE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN COURTS OR JURY TRIALS, AND LIMIT THE REMEDIES AVAILABLE IN THE EVENT OF A DISPUTE.
We reserve the right, at our sole discretion, to change or modify portions of these Terms at any time. If we do this, depending on the nature of the change, we will post the changes on this page and indicate at the top of this page the date these terms were last revised and/or notify you, either through the Sites’ user interface, in an email notification or through other reasonable means and as required by applicable law. Except where otherwise prohibited by applicable law, your continued use of the Sites after the date any such changes become effective constitutes your acceptance of the new Terms. Alation encourages you to periodically review these Terms to stay informed of our updates.
At Alation, we respect the privacy of our users. For details about our privacy practices, please see our Privacy Policy, which is incorporated into these Terms by reference.
1. Access and Use of the Site
1.1 Use Description:
The Sites are provided solely for your personal and non-commercial use. We grant you a limited, non-exclusive, non-transferable, license to access and use the Alation content for these purposes. Except for the foregoing limited license, no right, title or interest shall be transferred to you. Alation may revoke your license at any time in its sole discretion.
1.2 Your Registration Obligations:
You may be required to register in order to access and use certain features of the Sites. If you choose to register for the Sites, you agree to provide and maintain true, accurate, current and complete information about yourself. If you are under 13 years of age, you are not authorized to use the Site, with or without registering. In addition, if you are under 18 years old but over 13 years old, you may use the Site, with or without registering, only with the approval of your parent or guardian.
You may not use another’s account, and you may not provide another person with the username and password to your account. You are fully responsible for any and all activities that occur under your password or account, and it is your responsibility to ensure that your password remains confidential and secure. You agree to immediately notify Alation of any unauthorized use of your password or account or any other breach of security. Alation will not be liable for any loss or damage arising from your failure to comply with this Section.
1.3 Modifications to the Sites:
Alation reserves the right to modify or discontinue, temporarily or permanently, the Sites (or any part thereof) with or without notice. You agree that Alation will not be liable to you or to any third party for any modification, suspension or discontinuance of the Sites.
2. Conditions of Use
2.1 Use of the Site
You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages or other materials (“content”) that you upload, post, publish or display (hereinafter, “upload”) or email or otherwise use via the Sites. There is no implied promise of permanent or long-term retention of content. You are advised to keep an extra copy of your content. Alation reserves the right to investigate and take appropriate legal action against anyone who, in Alation’s sole discretion, violates this Section, including without limitation, removing the offending content from the Site, suspending or terminating the account of such violators and reporting you to the law enforcement authorities. You agree to not use the Site in any manner which could damage, disable, overburden, or impair the Site. You agree to not use the Site to:
email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, racially, ethnically or otherwise objectionable; or (vii) in the sole judgment of Alation, is objectionable or which restricts or inhibits any other person from using or enjoying the Sites, or which may expose Alation or its users to any harm or liability of any type;
interfere with or disrupt the Sites or servers or networks connected to the Sites, or disobey any requirements, procedures, policies or regulations of networks connected to the Sites;
violate any applicable local, state, national or international law, or any regulations having the force of law;
impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
solicit personal information from other users;
harvest or collect email addresses or other contact information of other users from the Sites by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or
obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Sites.
2.2 Communication Sites
The Site may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, “Communication Sites”). You agree to use the Communication Sites only to post, send and receive messages and material that are proper and related to the particular Communication Site.
Alation does not control or endorse the content, messages or information found in any Communication Site and, therefore, Alation specifically disclaims any liability with regard to the Communication Sites and any actions resulting from your participation in any Communication Site. Managers and hosts are not authorized Alation spokespersons, and their views do not necessarily reflect those of Alation.
Content uploaded to a Communication Site may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you upload the content.
When you use a Communication Site, to ensure all members feel comfortable to discuss and share, we have established some basic guidelines for participation:
Respect others
. Focus on the content of posts and not on the people making them. Please extend the benefit of the doubt to newer guests and members.
Respect the purpose of the community
. Use the community to share successes, challenges, constructive feedback, questions, and goals instead of products or services that you provide. This venue is focused on peer-to-peer support, thought leadership, and development of best practices. If you’ve found a product or service helpful, please share your experience with the group in a respectful way.
Use caution when discussing products or sharing proprietary or otherwise confidential information
. Information posted on the discussion groups and in the libraries is available for all to see, and comments are subject to libel, slander, and antitrust laws.
All defamatory, abusive, profane, threatening, offensive, or illegal materials are strictly prohibited
. Do not post anything that you would not want the world to see or that you would not want anyone to know came from you. No spam and do not post any unauthorized commercial activity.
Respect intellectual property
. Post content that you have personally created or have permission to use and have properly attributed to the content creator.
When posting items in our collaborative environment, please indicate if the item is not available for reuse
. It’s also advisable to contact the owner of any material if you would like to reuse it.
Post your message or documents only to the most appropriate topic section
. This helps ensure all messages receive the best response by eliminating “noise.”
You may not sell, rent, lease, assign, sublicense, distribute, transmit, or broadcast in the community or community content.
Discussion group etiquette:
State concisely and clearly the topic of your comments in the subject line. This allows members to respond more appropriately to your posting and makes it easier for members to search the archives by subject.
Send messages such as “thanks for the information” or “me, too” to individuals, not to the entire list. Do this by using the “Reply to Sender” link in every message.
Direct all administrative messages and member account questions to community@alation.com
Community members are further prohibited from:
posting any content promoting commercial or sales activities, links of references to commercial products or services.
soliciting business or collect information about Alation’s users to do so. Such actions are subject to immediate service termination.
3. Intellectual Property Rights
3.1 Site Content, Software and Trademarks:
You acknowledge and agree that the Sites may contain content or features (“Site Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by Alation, you agree not to modify, copy, frame, scrape, reverse-engineer, rent, lease, loan, sell, distribute or create derivative works based on the Sites or the Site Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the Site. In connection with your use of the Sites you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by Alation from accessing the Sites (including blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Sites or the Site Content other than as specifically authorized herein is strictly prohibited. Any rights not expressly granted herein are reserved by Alation.
The Alation name and logos are trademarks and service marks of Alation (collectively the “Alation Trademarks”). Other product and service names and logos used and displayed via the Sites may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Alation. Nothing in these Terms or the Sites should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Alation Trademarks displayed on the Sites, without our prior written permission in each instance. All goodwill generated from the use of Alation Trademarks will inure to our exclusive benefit.
3.2 Third-Party Material:
Under no circumstances will Alation be liable in any way for any content or materials of any third parties (including users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Alation does not pre-screen content, but that Alation and its designees will have the right (but not the obligation) in their sole discretion to refuse, remove, or edit any content that is available via the Sites. Without limiting the foregoing, Alation and its designees will have the right to remove any content that violates these Terms or is deemed by Alation, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.
3.3 User Content Transmitted Through the Sites:
With respect to the content or other materials you upload through the Sites or share with other users or recipients (collectively, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein, and that you have all required rights to post or transmit such content or other materials without violation of any third-party rights. By uploading any User Content you hereby grant and will grant Alation, its affiliated companies and partners (including but not limited to Alation instructors, practitioners and other third parties providing instructional information through the Sites, collectively “partners”) a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, adapt, perform, publish, distribute (through multiple tiers of distribution and partnerships), store, modify and otherwise use and fully exploit your User Content in any and all media, form, medium, technology or distribution methods now known or later developed and for any and all purposes (commercial or otherwise).
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information relevant to the Site (“Submissions”), provided by you to Alation, its affiliated companies or partners are non-confidential and Alation, its affiliated companies and partners will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
You acknowledge and agree that Alation may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Alation, its users and the public. You understand that the technical processing and transmission of the Sites, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
4. Third Party Websites
The Site may provide, or third parties may provide, links or other access to other sites and resources on the Internet. Alation has no control over such sites and resources and Alation is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that Alation will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties found while using the Sites are between you and the third party, and you agree that Alation is not liable for any loss or claim that you may have against any such third party.
5. Indemnity and Release
To the fullest extent permitted by law, you agree to release, indemnify and hold Alation and its affiliates and their officers, employees, directors and agents harmless from any and all losses, damages, and expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Sites, any User Content, your connection to the Sites, your violation of these Terms or your violation of any rights of another. If you are a California resident, you 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.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
6. Disclaimer of Warranties
YOUR USE OF THE SITES IS AT YOUR SOLE RISK. THE SITES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, ALATION EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
ALATION MAKES NO WARRANTY THAT (I) THE SITES WILL MEET YOUR REQUIREMENTS, (II) THE SITES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITES WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SITES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITES WILL MEET YOUR EXPECTATIONS.
7. Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT ALATION WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ALATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SITES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SITES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SITES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SITES; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITES; OR (V) ANY OTHER MATTER RELATING TO THE SITES. IN NO EVENT WILL ALATION’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID ALATION IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE LOCATED IN NEW JERSEY, THESE LIMITATIONS AND EXCLUSIONS DO APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.
8. Binding Arbitration; Class Action Waiver
Dispute Resolution: PLEASE READ THIS “DISPUTE RESOLUTION” SECTION CAREFULLY, AS IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE OR PARTICIPATE IN A LAWSUIT FILED IN COURT. Informal dispute resolution procedure. If a dispute arises between you and Alation, we are committed to working with you to reach a reasonable resolution. For any such dispute, both parties acknowledge and agree that they will first make a good faith effort to resolve it informally before initiating any formal dispute resolution proceeding in arbitration or otherwise. This requires first sending a written description of the dispute to the other party. For any dispute you initiate, you agree to send the written description of the dispute along with the email address associated with your account, if any, to the following email address: legal@alation.com. For any dispute that Alation initiates, we will send our written description of the dispute to the email address associated with your Alation account or other email address that we have on file for you. The written description must be on an individual basis and provide, at minimum, the following information: your name; a description of the nature or basis of the claim or dispute; and the specific relief sought. If the dispute is not resolved within sixty (60) days after receipt of the written description of the dispute, you and Alation agree to the further dispute resolution provisions below. The above process for an informal dispute resolution process is required before you may commence any formal dispute resolution proceeding. The parties agree that any relevant limitations period and filing fees or other deadlines will be tolled while the parties engage in this informal dispute resolution process. Mutual arbitration agreement. You and Alation agree that all claims, disputes, or disagreements that may arise out of the interpretation or performance of these Terms (including its formation, performance, and breach) or payments by or to Alation, or that in any way relate to the provision or use of the Sites, your relationship with Alation, or any other dispute with Alation, shall be resolved exclusively through binding arbitration in accordance with this Section 8 (collectively, the “Arbitration Agreement”). This includes claims that arose, were asserted, or involve facts occurring before the existence of this Arbitration Agreement or any prior agreement as well as claims that may arise after the termination of this Arbitration Agreement, in accordance with the notice and opt-out provisions set forth in this Section 8). This Arbitration Agreement is governed by the Federal Arbitration Act (“FAA”) in all respects and evidences a transaction involving interstate commerce. You and Alation expressly agree that the FAA shall exclusively govern the interpretation and enforcement of this Arbitration Agreement. If for whatever reason the rules and procedures of the FAA cannot apply, the state law governing arbitration agreements in the state in which you reside shall apply. Except as set forth in this Section 8, the arbitrator or arbitration body, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of the Terms and this Arbitration Agreement, including, but not limited to any claim that all or any part thereof are void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment of administrative or arbitrator fees (including the timing of such payments and remedies for nonpayment). The arbitrator or arbitration body shall be empowered to grant whatever relief would be available in a court under law or in equity. Notwithstanding the parties’ decision to resolve all disputes through arbitration, each party retains the right to (i) elect to have any claims resolved in small claims court on an individual basis for disputes and actions within the scope of such court’s jurisdiction, regardless of what forum the filing party initial chose; (ii) bring an action in state or federal court to protect its intellectual property rights (“intellectual property rights” in this context means patents, copyrights, moral rights, trademarks, and trade secrets and other confidential or proprietary information, but not privacy or publicity rights); and (iii) seek a declaratory judgment, injunction, or other equitable relief in a court of competent jurisdiction regarding whether a party’s claims are time-barred or may be brought in small claims court. Seeking such relief shall not waive a party’s right to arbitration under this agreement, and any filed arbitrations related to any action filed pursuant to this paragraph shall automatically be stayed pending the outcome of such action. You and Alation agree to submit to the personal jurisdiction of any federal or state court in California in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator; and in connection with any such proceeding, further agree to accept service of process by U.S. mail and hereby waive any and all jurisdictional and venue defenses otherwise available. Except as set forth in this Section 8, if any provision of this Arbitration Agreement is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions thereof remain in full force and effect. THE PARTIES UNDERSTAND THAT ARBITRATION MEANS THAT AN ARBITRATOR AND NOT A JUDGE OR JURY WILL DECIDE THE CLAIM, AND THAT RIGHTS TO PREHEARING EXCHANGE OF INFORMATION AND APPEALS MAY BE LIMITED IN ARBITRATION. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU AND ALATION ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW. Class arbitration and collective relief waiver. YOU AND ALATION ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, EXCEPT AS SET OUT OTHERWISE IN THIS SECTION 8, ANY ARBITRATION SHALL BE CONDUCTED IN AN INDIVIDUAL CAPACITY ONLY AND NOT AS A CLASS OR OTHER CONSOLIDATED ACTION AND THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE AN INDIVIDUAL PARTY’S CLAIM, UNLESS ALATION PROVIDES ITS CONSENT TO CONSOLIDATE IN WRITING. If there is a final judicial determination that either the Class Arbitration Action and Collective Relief Waiver or the provisions in this Section are not enforceable as to a particular claim or request for relief, then the parties agree that that particular claim or request for relief may proceed in court but shall be severed and stayed pending arbitration of the remaining claims. This provision does not prevent you or Alation from participating in a class-wide settlement of claims. Arbitration rules. The arbitration will be administered by National Arbitration and Mediation (“NAM”) and resolved before a single arbitrator. If NAM is not available to arbitrate, the parties will select an alternative arbitration provider, but in no event shall any arbitration be administered by the American Arbitration Association. Except as modified by this “Dispute Resolution” provision, NAM will administer the arbitration in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedures, Fees For Disputes When One of the Parties is a Consumer and the Mass Filing Dispute Resolution Rules and Procedures in effect at the time any demand for arbitration is filed with NAM, excluding any rules or procedures governing or permitting class or representative actions. The applicable NAM rules and procedures are available at www.namadr.com or by emailing National Arbitration and Mediation’s Commercial Dept at commercial@namadr.com. Initiating arbitration. Only after the parties have engaged in a good-faith effort to resolve the dispute in accordance with the Informal Dispute Resolution Procedure provision, and only if those efforts fail, then either party may initiate binding arbitration as the sole means to resolve claims using the procedures set forth in the applicable NAM rules. If you are initiating arbitration, a copy of the demand shall also be emailed to legal@alation.com. If Alation is initiating arbitration, it will serve a copy of the demand to the email address associated with your Alation account or the email that Alation has on file for you. The arbitrator has the right to impose sanctions in accordance with the NAM rules and procedures for any frivolous claims or submissions the arbitrator determines have not been filed in good faith, as well as for a party’s failure to comply with the Informal Dispute Resolution Procedure contemplated by this Agreement. Arbitration location and procedure. If you are a resident of the United States the arbitration will be conducted in the county where you reside, and if you are not a resident of the United States the arbitration shall be conducted in San Mateo County, California, United States of America, unless you and Alation otherwise agree or unless the designated arbitrator determines that such venue would be unreasonably burdensome to any party, in which case the arbitrator shall have the discretion to select another venue. If the amount in controversy does not exceed $10,000 and you do not seek injunctive or declaratory relief, then the arbitration will be conducted solely on the basis of documents you and Alation submit to the arbitrator, unless the arbitrator determines that a hearing is necessary. If the amount in controversy exceeds $10,000 or seeks declaratory or injunctive relief, either party may request (or the arbitrator may determine) to hold a hearing, which shall be via videoconference or telephone conference unless the parties agree otherwise. Subject to the applicable NAM rules and procedures, the parties agree that the arbitrator will have the discretion to allow the filing of dispositive motions if they are likely to efficiently resolve or narrow issues in dispute. Unless otherwise prohibited by law, all arbitration proceedings will be confidential and closed to the public and any parties other than you and Alation (and each of the parties’ authorized representatives and agents), and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award (provided that the party seeking confirmation shall seek to file such records under seal to the extent permitted by law). Batch arbitration. To increase the efficiency of administration and resolution of arbitrations, in the event 100 or more similar arbitration demands (those asserting the same or substantially similar facts or claims, and seeking the same or substantially similar relief) presented by or with the assistance or coordination of the same law firm(s) or organization(s) are submitted to NAM (or another arbitration provider selected in accordance with Section 8 if NAM is unavailable) against Alation within reasonably close proximity (“Mass Filing”), the parties agree (i) to administer the Mass Filing in batches of 100 demands per batch (to the extent there are fewer than 100 arbitration demands left over after the batching described above, a final batch will consist of the remaining demands) with only one batch filed, processed, and adjudicated at a time; (ii) to designate one arbitrator for each batch; (iii) to accept applicable fees, including any related fee reduction determined by NAM (or another arbitration provider selected in accordance with Section 8 if NAM is unavailable) in its discretion; (iv) that no other demands for arbitration that are part of the Mass Filing may be filed, processed, or adjudicated until the prior batch of 100 is filed, processed, and adjudicated; (v) that fees associated with a demand for arbitration included in a Mass Filing, including fees owed by Alation and the claimants, shall only be due after your demand for arbitration is included in a set of batch proceedings and that batch is properly designated for filing, processing, and adjudication; and (vi) that the staged process of batched proceedings, with each set including 100 demands, shall continue until each demand (including your demand) is adjudicated or otherwise resolved. Arbitrator selection for each batch shall be conducted to the greatest extent possible in accordance with the applicable NAM rules and procedures for such selection, and the arbitrator will determine the location where the proceedings will be conducted. You agree to cooperate in good faith with Alation and the arbitration provider to implement such a “batch approach” or other similar approach to provide for an efficient resolution of claims, including the payment of combined reduced fees, set by NAM in its discretion, for each batch of claims. The parties further agree to cooperate with each other and the arbitration provider or arbitrator to establish any other processes or procedures that the arbitration provider or arbitrator believe will provide for an efficient resolution of claims. Any disagreement between the parties as to whether this provision applies or as to the process or procedure for batching shall be resolved by a procedural arbitrator appointed by NAM. This “Batch Arbitration” provision shall in no way be interpreted as increasing the number of claims necessary to trigger the applicability of NAM’s Mass Filing Supplemental Dispute Resolution Rules and Procedures or authorizing class arbitration of any kind. Unless Alation otherwise consents in writing, Alation does not agree or consent to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstances, except as set forth otherwise in this Section 8. If your demand for arbitration is included in the Mass Filing, your claims will remain tolled until your demand for arbitration is decided, withdrawn, or is settled. Arbitrator’s decision. The arbitrator will render an award within the time frame specified in the applicable NAM rules and procedures. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator will have the authority to award monetary damages on an individual basis and to grant, on an individual basis, any non-monetary remedy or relief available to an individual to the extent available under applicable law, the arbitral forum’s rules, and this Arbitration Agreement. The parties agree that the damages and/or other relief must be consistent with this Section 8 and also must be consistent with the terms of the “Limitation of Liability” section of the Agreement as to the types and the amounts of damages or other relief for which a party may be held liable. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. Attorneys’ fees will be available to the prevailing party in the arbitration only if authorized under applicable substantive law governing the claims in the arbitration. Fees. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise. The parties agree that NAM has discretion to reduce the amount or modify the timing of any administrative or arbitration fees due under NAM’s Rules where it deems appropriate (including as specified in this Section 8), provided that such modification does not increase the costs to you, and you further agree that you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by NAM does not constitute a default, waiver, or breach of this Section 8 while such challenge remains pending before NAM, the arbitrator, and/or a court of competent jurisdiction, and that any and all due dates for those fees shall be tolled during the pendency of such challenge. Right to opt-out of the Arbitration Agreement. IF YOU DO NOT WISH TO BE BOUND BY THE “ARBITRATION AGREEMENT” AS SET FORTH IN THIS SECTION 8, THEN: (1) you must notify Alation in writing within thirty (30) days of the date that you first use the Sites or otherwise become subject to this Arbitration Agreement; (2) your written notification must be emailed to legal@alation.com; and (3) your written notification must include (a) your name, (b) your address, (c) the date you purchased a product, if applicable and (d) a clear statement that you wish to opt out of this Arbitration Agreement. Alation will continue to honor any valid opt outs if you opted out of arbitration in a prior version of the Agreement pursuant to the requirements set forth in that version. If you do not timely opt out of this Arbitration Agreement, such action shall constitute mutual acceptance of the terms of this Arbitration Agreement by you and Alation. Changes. Alation will provide thirty (30) days’ notice of any changes to this Arbitration Agreement by posting the change on the Sites, or providing any other notice in accordance with legal requirements. Any such changes will go into effect 30 days after Alation provides this notice and apply to all claims not yet filed. If you reject any such changes by opting out of the Arbitration Agreement, you may exercise your right to a trial by jury or judge, as permitted by applicable law, but any prior existing agreement to arbitrate disputes under a prior version of the Arbitration Agreement will not apply to claims not yet filed. If Alation changes this Arbitration Agreement after the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement), you agree that your continued use of the Sites 30 days after such change will be deemed acceptance of those changes. If you do not agree to such change, you may opt out by providing notice as described above.
9. General
These Terms constitute the entire agreement between you and Alation and govern your use of the Sites, superseding any prior agreements between you and Alation with respect to the Sites. You also may be subject to additional terms and conditions that may apply when you use affiliate or third party services, third party content or third party software. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Alation as a result of these Terms. These Terms will be governed by the laws of the State of California without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth in Section 8 above, you and Alation agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within San Mateo County, California. The failure of Alation to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Sites or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms without the prior written consent of Alation, but Alation may assign or transfer these Terms, in whole or in part, without restriction. The section titles in these Terms are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. Under no circumstances shall Alation be held liable for any delay or failure in performance resulting directly or indirectly from an event beyond its reasonable control. The Sites may also provide notices to you of changes to these Terms or other matters by displaying notices or links to notices generally on the Sites. It is the express wish to the parties that these Terms and all related documents be written in English.
10. International Users
The Sites are controlled, operated and administered by Alation from our offices within the United States. If you access the Sites from a location outside the United States, you are responsible for compliance with all local laws. You agree that you will not use the Alation content accessed through the Sites in any country or in any manner prohibited by any applicable laws, restrictions or regulations.
11. Questions? Comments?
Alation welcomes your questions or comments regarding the Terms:
Alation, Inc. 3 Lagoon Dive, Ste 300, Redwood City, California 94065
Email Address:
legal@alation.com