END USER LICENSE AGREEMENT FOR STORREDUCE, INC. SOFTWARE IMPORTANT — READ CAREFULLY: This End User License Agreement (“EULA”) is a legal agreement between  (hereafter referred to as “You” and/or “Your”), and StorReduce, Inc. (“StorReduce”).
StorReduce is willing to license to You the StorReduce software product accompanying this EULA, which includes, without limitation, computer software features, protocols, authorized updates and upgrades or other supplements to the software, images, music, text and/or animations incorporated into the software, media, printed materials, or online or electronic documentation, provided by StorReduce or made available for download (collectively referred to as the “Software”). Your download, installation and/or use of the Software constitutes acceptance of all of the terms stated in this EULA. If You do not agree with all of these terms, You must promptly delete the Software.
1. License Grant. Subject to payment of the applicable fees and the limitations and restrictions set forth herein, StorReduce grants to You a non-exclusive, non-transferable, worldwide, limited license, without right of sublicense, to install and use the Software in object code form only on a host computer for Your internal business use or for your clients specified in the relevant StorReduce license. Use of the Software outside the scope of Your license is unauthorized and shall constitute a material breach of this EULA and void the warranty and/or support obligations of which You may otherwise be entitled.
2. License Restrictions. You shall not nor shall You allow any third party to: (a) decompile, disassemble, decrypt, extract, or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas, algorithms, or file formats of, or of any components used in the Software by any means whatever; (b) remove or conceal any product identification, copyright, proprietary, patent or other notices contained in or on the Software or Documentation; © use any “locked” or restricted feature, function, service, application, protocol, operation, or capability without first purchasing the applicable license(s) and/or obtaining a valid license enablement key from StorReduce, even if such feature, function, service, application, protocol, operation or capability is technically achievable without a key; (d) sell, lease, rent, lend, sublicense, distribute or otherwise transfer in whole or in part the Software or the applicable license enablement key to another party or to a different storage controller or cluster; (e) use the Software to operate in a service bureau, managed service provider or commercial hosting services environment, or (f) modify the Software, incorporate it into or with other software, or create a derivative work of any part of the Software. Your modification of the Software will breach this EULA, and such derivative work is and shall be owned entirely by StorReduce or its licensors; You hereby assign and agree to assign to StorReduce or the licensor of the Software all right, title and interest in and to said derivative work. You acknowledge that the Software is not designed, licensed or intended for use in the design, construction, operation or maintenance of any nuclear facility, aircraft operation, air traffic control or life support system. StorReduce disclaims any express or implied warranty of fitness for such uses.
3. Benchmark Results. The results of any benchmark or comparison tests run on Software are considered to be the confidential information of StorReduce. You may not publish or provide the results of any benchmark or comparison tests run on Software to any third party without the prior written consent of StorReduce.
4. Evaluation License. The Software may be licensed to You for evaluation use, either through the activation of an evaluation Software license key (“Evaluation Software”). If licensed to You for evaluation use, You have a non-exclusive, non-transferable, worldwide, limited license, without right of sublicense, to use the Evaluation Software and Evaluation Software license keys in a non-production environment, if applicable, for thirty (30) days from the date You receive the Evaluation Software or the evaluation period referenced within the order documentation. Your use of the Evaluation Software is authorized solely for the purpose of evaluating the suitability of the Evaluation Software for licensing on a for-fee basis. The warranty offered below is not applicable to Evaluation Software licensed to You; the Evaluation Software is licensed to You “AS IS” without warranty of any kind, whether express, implied, statutory or otherwise. StorReduce AND ITS LICENSORS BEAR NO LIABILITY FOR ANY DAMAGES RESULTING FROM USE (OR ATTEMPTED USE) OF THE EVALUATION SOFTWARE THROUGH AND AFTER EXPIRATION OF THE EVALUATION PERIOD. StorReduce has no duty to provide support of any kind to You with respect to Your use of the Evaluation Software.
5. Intellectual Property Rights. The Software and Evaluation Software are licensed, not sold, to You. The Software and Evaluation Software are protected by intellectual property and copyright laws and treaties worldwide, and may contain trade secrets of StorReduce or its licensors, who have and maintain exclusive right, title and interest in and to the Software and Evaluation Software, and reserve and retain all rights not expressly granted to You herein. No right, title or interest in or to any trademark, service mark, logo or trade name of StorReduce or its licensors is granted under this EULA. All title and intellectual property rights in and to software content which is not contained in the Software, but may be accessed or used through use of the Software, is the product belonging to the respective content owner and may be protected by patents, intellectual property and copyright laws and treaties worldwide. This EULA grants You no rights to such content, but use of such content may be governed by the respective terms and conditions of use relating to such content.
6a. Audit. You agree to give StorReduce and its independent accountants the right to examine Your and your clients’ books, records, systems and usage associated with the Software during regular business hours upon reasonable notice to verify compliance with this EULA. If such audit discloses non-compliance with this EULA, You shall promptly pay to StorReduce the appropriate license fees, plus the reasonable costs of conducting such audit.
6b. Reference. You agree to be a reference customer for StorReduce, to be quoted on the StorReduce website and in all StorReduce marketing material.
7. Termination. This EULA is effective until terminated. StorReduce may terminate this EULA immediately and without notice if You fail to comply with any term of this EULA. Termination of this EULA shall not relieve You from Your obligations to immediately pay StorReduce, or any third party in connection with the financing of fees payable under this EULA, any sums owed hereunder or under any other agreement with StorReduce or such third party. Upon termination, all rights to use the Software will cease, and You shall promptly destroy the original and all copies of the Software and any license enablement keys in Your possession or under Your control. Termination is not an exclusive remedy and all other remedies otherwise entitled by law shall remain. Sections 2, 3, 4, 5, 7 through 13 shall survive termination of this EULA.
8. Limited Warranty and Disclaimer. StorReduce warrants that the Software, in the form originally licensed or downloaded by You, and under normal use and conditions, will materially conform to then-current Documentation, and its media will be free from defects in workmanship, for a period of ninety (90) days from the earlier of Your receipt of the Software or the date of delivery of the Software to You. This warranty covers only problems that are reproducible and verifiable, and does not cover software, or other items or any services provided by any persons other than StorReduce or its authorized agents. StorReduce does not offer maintenance and support on the Software unless you have a StorReduce Production Support Service Level Agreement. If you have a StorReduce Production Support Service Level Agreement, all maintenance and support on the Software is governed by that agreement. StorReduce does not provide support or maintenance services for software acquired from a party other than StorReduce. You must obtain support or maintenance services for third party software from the third party licensor or its third party representatives. Software which has been abused, misused, damaged in transport, modified, or subjected to unauthorized use or installation, as determined by StorReduce, shall void this warranty. StorReduce’s sole obligation and Your exclusive remedy under the limited warranties above shall be replacement of the Software provided that You return the Software to StorReduce with a copy of Your receipt or other such acceptable proof of purchase.
EXCEPT FOR THE LIMITED WARRANTIES ABOVE, STORREDUCE AND ITS LICENSORS, DISTRIBUTORS AND RESELLERS MAKE NO OTHER EXPRESS OR IMPLIED WARRANTIES WITH REGARD TO THE SOFTWARE AND EVALUATION SOFTWARE. STORREDUCE AND ITS LICENSORS’, DISTRIBUTORS’ AND RESELLERS’ LIABILITY WITH RESPECT TO THE SOFTWARE UNDER ANY WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY IS LIMITED EXCLUSIVELY TO SOFTWARE REPLACEMENT. THE SOFTWARE, EVALUATION SOFTWARE AND THE ACCOMPANYING DOCUMENTATION ARE OTHERWISE PROVIDED “AS IS” WITHOUT ANY WARRANTY INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, QUIET ENJOYMENT, CORRESPONDENCE TO DESCRIPTION, NONINFRINGEMENT, OR WARRANTY THAT THE SOFTWARE IS ERROR-FREE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OF IMPLIED WARRANTIES; THESE LIMITATIONS MAY NOT APPLY TO YOU.
9. Limitation of Liability. THE TOTAL LIABILITY OF STORREDUCE, ITS DISTRIBUTORS, LICENSORS, AND RESELLERS FOR ANY DAMAGE OR CLAIM ARISING FROM USE OF THE SOFTWARE OR THE ACCOMPANYING DOCUMENTATION SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY YOU OR YOUR RELEVANT CLIENT FOR THE SOFTWARE. STORREDUCE AND ITS DISTRIBUTORS, LICENSORS, AND RESELLERS ARE NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES; LOST OR CORRUPTED DATA, LOSS OF PROFITS, SAVINGS, OR REVENUES; PROCUREMENT OF SUBSTITUTE GOODS, INTERRUPTION OF BUSINESS, OR FOR ANY OCCURRENCE BEYOND THEIR CONTROL, RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF THE SOFTWARE, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA. IN NO EVENT SHALL STORREDUCE’S LICENSORS BE LIABLE FOR ANY DAMAGES OF ANY KIND INCLUDING DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (WHICH SHALL INCLUDE WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS OR PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) WHETHER BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. U.S. Government and Export Regulations. The Software is a Commercial-Off-The-Shelf (“COTS”) product developed at private expense; no portion of the Software has been developed with U.S. Government, State or other public-sector funds; the Software contains trade secrets and confidential commercial or financial information exempt from disclosure by 5 U.S.C. Section 552(B) (3) and (4) (Freedom Of Information Act) and 18 U.S.C. Section 1905 (Trade Secrets Act); and the ownership of the Software and any reproductions shall remain with StorReduce. Except as expressly licensed hereunder, all rights are reserved. The Software is subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree to comply with all applicable regulations and obtain any applicable licenses or other authorizations to export, re-export, or import the Software.
11. Third Party Software. Notwithstanding other statements in this EULA, third party software including free, copyleft and open source software components (collectively referred to as “Third Party Software”), if any, are distributed in compliance with the particular licensing terms and conditions attributable to the Third Party Software. StorReduce provides the Third Party Software to You “AS IS” without any warranties or indemnities of any kind. Copyright notices and licensing terms and conditions applicable to the Third Party Software are available for review by contacting firstname.lastname@example.org.
12. Data Privacy. You have sole responsibility for personal data managed or stored using the Software and agree to comply with all applicable data privacy laws. StorReduce assumes no responsibility or liability for any personal data (including third party personal data) that You choose to manage and/or store using the Software. Sole responsibility for the personal data lies with You. It is Your data and Your responsibility to protect and manage the data in accordance with applicable data privacy laws. StorReduce does not request nor need access any of Your personal data. Further, data may be stored with a “Cloud Provider” (Amazon Web Services, Azure, Google Cloud or other) for which different terms may govern the management of and access to the data. Selection of the Cloud Provider is your responsibility and you should carefully consider the risks when using the Cloud Provider. StorReduce is not and will not be responsible for any data loss or errors, omissions or violations of applicable privacy laws or regulations by the Cloud Provider or its suppliers.
13. General. You may not transfer Your rights under this EULA without StorReduce’s prior written approval. StorReduce does not waive any of its rights under this EULA by delaying to exercise its rights, or exercising only part of its rights at any time. Any notice, report, approval or consent required or permitted by this EULA shall be in writing. If any provision of this EULA shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the obligations of the parties shall remain in full force and effect and enforceable. You agree that StorReduce may collect and use technical information, as well as, personal contact data, gathered in any manner as part of support or other services provided to You, if any, related to the Software. StorReduce may use this information solely to improve StorReduce’s products or to provide customized services or technologies to You. StorReduce may disclose this technical information to others for the purpose of improving StorReduce’s services, but not disclose in any form data that personally identifies You. This EULA shall be deemed to have been made in, and shall be construed pursuant to, the laws of the State of Delaware, United States, excluding its conflicts of law provisions. The United Nations Convention on Contracts for the International Sales of Goods is specifically disclaimed. You acknowledge that breach of this EULA would cause irreparable injury to StorReduce for which monetary damages would not be an adequate remedy and You agree that StorReduce shall be entitled to seek equitable relief in addition to any remedies it may have hereunder or at law. You acknowledge and agree that StorReduce reserves the right to control all aspects of any lawsuit or claim that arises or results from Your or your clients’ use of the Software. Any amendments or waivers shall be effective only if made in writing by non-preprinted agreements clearly understood by both parties to be an amendment or waiver and signed by an authorized representative of each party. This EULA is the final and complete agreement between the parties relating to the license of the Software hereunder and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or similar communication between the parties.