Terms of Use

These Terms of Use ("Terms of Use") for Imperva's Managed Rules for AWS WAF govern your ("Customer's") use and access of any of Imperva's Managed Rules packages (each, a "Package") and are between you (the entity or individual making use of the Package) and Imperva, Inc. ("Imperva"). By clicking on the "Accept" button, Customer agrees to the terms hereof. If Customer does not agree to all of these terms, Customer shall discontinue any use or access of the Package(s) immediately. These Terms of Use are subject to change without notice.

1. Use Rights
Subject to Customer's compliance with these Terms of Use, and timely payment of all applicable fees, Customer is granted a non-exclusive, non-transferable, non-sublicensable, revocable, fee bearing, limited right to access and make use of an applicable Package solely for Customer's internal use purposes. Customer shall not use Packages to provision similar packages or services to any third party. Customer agrees not to (i) sell, license (or sublicense), lease, assign, transfer, pledge, or share any of its rights under these Terms of Use with or to any third party; (ii) modify, alter, reverse engineer, disassemble, de-compile, translate the Packages and/or accompanying documentation, or grant any third party the right to do so; or (iii) violate any applicable laws or use the Packages for any activities or content that is illegal under applicable law.

2. Ownership Rights
All intellectual property rights evidenced by or embodied in each Package is owned exclusively by Imperva or its licensors. The rights granted to Customer are limited to those expressly stated in these Terms of Use. No additional rights or licenses are being granted by implication or otherwise and all such rights and licenses are expressly reserved. Customer is not obligated to provide any feedback to Imperva. However, any ideas, suggestions, modifications and the like made by Customer to Imperva with respect to any Package will be the property of Imperva regardless of whether Imperva chooses to exercise its rights to incorporate such ideas, suggestions or modifications into any Package(s). Customer grants to Imperva a perpetual, irrevocable, worldwide, non-exclusive, transferable, sublicensable right and license to commercially exploit the foregoing.

3. Payment of Fees
Customer agrees to pay all fees applicable to the Package(s) purchased. All fees paid are non-refundable. Customer may cancel its subscription to the Package(s) at any time, and such Package(s) will not be renewed for the following month. Upon cancellation, all outstanding fees are immediately due and payable.

4. Customer Responsibilities
Customer agrees to provide true, accurate, complete and current information. Customer may access the Package(s) only through the interfaces and protocols provided or authorized by Imperva and its authorized partners. Customer agrees to set up, maintain and use the Package(s) in strict compliance with the documentation. Customer agrees that it will not access the Packages through unauthorized means. Customer is responsible for any data or information it provides in connection with the Packages and its use thereof. Imperva is not responsible for Customer's data or information, storage, security, confidentiality, integrity, and backup.

5. Protection of Information and Support
Imperva may collect Customer IDs, web traffic information, logs, and other related information that Customer provides to Imperva either directly, indirectly, or by enabling the log sharing feature within AWS WAF, solely for the purposes of support and improving the Package(s) and the performance of Imperva's products. Imperva employs appropriate security measures designed to protect your information from unauthorized access. Customer consents to Imperva's use of such information in accordance with Imperva's privacy policy and warrants that it has all rights and permissions necessary to transfer such information to Imperva for purposes under these Terms of Service.

6. Customer Eligibility
Without limiting the foregoing, the Packages are not available where they are illegal to use, and Imperva reserves the right to refuse and/or cancel subscription of Package(s) to anyone at its own discretion if it believes that they are being used in violation of an applicable law or if instructed to do so by any legal authority. Customer agrees to comply with all laws, restrictions, and, regulations.

7. Disclaimers
IMPERVA AND ITS LICENSORS, VENDORS, AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE PACKAGES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT AND ANY EXPRESSED OR IMPLIED WARRANTIES ARISING FROM ANY COURSE OF DEALING, USAGE, OR TRADE PRACTICE. IMPERVA MAKES NO WARRANTY THAT:
  I. THE PACKAGES WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS;
  II. THE PACKAGES WILL WITHSTAND ATTEMPTS TO EVADE SECURITY MECHANISMS OR THAT THERE WILL BE NO BREACH OF THE PACKAGE'S SECURITY MEASURES; AND
  III. THE PACKAGES WILL IDENTIFY, BLOCK, PASS-THROUGH WEB REQESTS CORRECTLY UNDER ALL CIRCUMSTANCES.
THE SERVICES ARE MAINTAINED AND PROVIDED TO CUSTOMER BY AWS, AND IMPERVA ASSUMES NO RESPONSIBILITY FOR THE PROVISION OF THE SERVICES THROUGH WHICH THE PACKAGES MAY BE OBTAINED.

8. Limitation of liability
IN NO EVENT SHALL IMPERVA HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, INCOME, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, WHETHER IN CONTRACT, TORT OR UNDER ANY THEORY OF LIABILITY EVEN IF IMPERVA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL AND AGGREGATE LIABILITY OF IMPERVA TO CUSTOMER SHALL BE LIMITED TO THE AMOUNT OF FEES PAID BY CUSTOMER FOR THE PACKAGES DURING THE THREE (3) MONTH PERIOD PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM. CUSTOMER ACKNOWLEDGES AND AGREES THAT IMPERVA HAS OFFERED THE PACKAGES AND SET THEIR PRICES IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN CUSTOMER AND IMPERVA. IMPERVA WOULD NOT BE ABLE TO PROVIDE THE PACKAGES ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

9. Confidentiality
Customer agrees to hold in confidence any and all confidential and proprietary information of Imperva and its affiliates (the "Confidential Information"). Customer agrees not to use the Confidential Information except as necessary to fulfill its obligations or exercise its express rights hereunder, and not to disclose the Confidential Information to any person (other than Customer's personnel having a need to know who are bound by professional duty or in writing to keep such information confidential) without the prior written consent of Imperva. Without granting any right or license, Imperva agrees that the foregoing shall not apply with respect to any information that Customer can document (i) is or becomes (through no improper action or inaction by Customer or any affiliate, agent, consultant or employee of Customer) generally available to the public, or (ii) was in its possession or known by it without restriction prior to receipt from Imperva. Customer may make disclosures required by law or court order provided Customer uses diligent reasonable efforts to limit disclosure and to obtain confidential treatment or a protective order and allows Imperva to participate in the proceeding. Customer will not disclose Imperva's rule(s) or any other information embodied in any Package(s). Customer also will not perform or disclose any benchmarking and performance testing results of any Package(s) without the prior written consent of Imperva.

10. Assignment
Any rights granted under the Terms of Use, may not be transferred or assigned by Customer without Imperva's prior written consent, but may be assigned by Imperva without restriction. Any attempted assignment in violation of this Section shall be void. The Terms of Use will bind and inure to the benefit of each party's permitted successors and assigns.

11. Applicable Law
The Terms of Use and any action related thereto shall be governed by the laws of the State of California, without regard to the conflicts of law provisions thereof. The parties to these Terms of Use hereby consent to the exclusive jurisdiction and venue of state and federal courts located in Santa Clara County, California or for the purpose of any such action. The provisions of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act will not apply.

12. General
The failure of Imperva to exercise or enforce any right or provision of the Terms of Use will not constitute a waiver of such right or provision. Any waiver of any provision of the Terms of Use will be effective only if in writing and signed by Imperva. In the event any provision of the Terms of Use shall be determined to be invalid or unenforceable under law, all other provisions shall continue in full force and effect. These Terms of Use are the entire agreement between Customer and Imperva relating to the subject matter hereof and supersede all previous communications, representations, and agreements either oral or written between the parties with respect to said subject matter and will not be modified except in writing, signed by Customer and Imperva, or by a change to these Terms of Use by Imperva as set forth above.

13. Notices
Notice to Imperva should be sent to Imperva Inc., Legal Department, 3400 Bridge Parkway, Redwood Shores, CA 94065. Notice to Customer may be provided by email, postal mail, postings within the AWS services, or other legally acceptable means. Notice to Customer will be deemed given twenty-four (24) hours after posting or after an email is sent to the most recent address provided to Imperva or upon delivery of the notice by mail.

14. Term and Termination
Customer's use of the Package(s) shall commence upon payment of all applicable fees by Customer and will automatically renew each month unless terminated or cancelled by Customer or by Imperva. Imperva reserves the right to terminate or suspend provision of the Package(s) to Customer and/or terminate the use of the Package(s) without notice if: (i) Customer fails to timely pay any undisputed amounts; or (ii) Customer is in material breaches the Terms of Use.


Imperva, Inc. 3400 Bridge Parkway, Redwood Shores, CA 94065			v11.17