ZETTALANE SYSTEMS SOFTWARE SERVICES AGREEMENT
This Agreement provides the terms under which ZettaLane Systems, LLC licenses its Services to You through a Cloud Provider. Capitalized terms are defined below. READ THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT CAREFULLY BEFORE INSTALLING, ACCESSING, LAUNCHING OR OTHERWISE USING THE SERVICES.
Acceptance. BY INSTALLING, ACCESSING, LAUNCHING OR OTHERWISE USING THE SERVICES, YOU ARE ACCEPTING AND AGREEING TO THE TERMS OF THIS LICENSE AGREEMENT. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS AGREEMENT,
If You are accepting this Agreement on behalf of another person, company or other legal entity (whether as an employee, contractor, partner, agent or otherwise), You represent and warrant that You have full authority to bind them to the Agreement terms.
Definitions. Capitalized terms are defined as follows:
2.1 "Agreement" means this contractual agreement between You and ZettaLane Systems.
2.2 "Cloud Provider" means AWS, Azure, or GCP marketplace
2.3 "Cloud Provider Model" means the pay-per-use pricing model through which You are entitled by your Cloud Provider to use and access the Services (whether You actually use the Services or not).
2.4 "Documentation" means the technical and user documentation provided in conjunction with the Software.
2.5 "Open Source Software" means software provided under license terms in which the Software source code is made available for a licensee to copy, create derivative works and distribute without any fee or cost.
2.6 "Services" as used herein means the use of the Software and Documentation offered virtually to manage your data in the Cloud Provider's public cloud.
2.7 "Software" means ZettaLane Systems's MayaNAS Software and other associated technology designated by ZettaLane Systems as part of the Services and any updates, upgrades or patches provided to you by ZettaLane Systems at its discretion or otherwise in connection with Support terms and entitlements.
2.8 "ZettaLane Systems" means collectively ZettaLane Systems, LLC. and its affiliates, and
2.9 "You" means you (and the person, company or other legal entity you represent).
License to Use Services. Subject to the terms of this Agreement and your compliance with the Cloud Provider's terms and in consideration of You paying the license fees set out on the Cloud Provider's site, ZettaLane Systems authorizes You, and You accept, a personal, non-exclusive, worldwide, limited, non-transferable, non-assignable and terminable right to access, execute and use the Services (including downloading and installing certain Software updates and components to your device to enable the Services) for Your internal business purposes. Your license does not extend to your affiliates. The ZettaLane Systems Services and your associated access are licensed on a Cloud Provider Model basis. THE SERVICES ARE COPYRIGHTED AND LICENSED (NOT SOLD). ZettaLane Systems has no obligation to deliver Software to you and this Agreement does not entitle you to use the Services separate from the Cloud Provider's platform. Except as expressly licensed under this Agreement, all rights are reserved by ZettaLane Systems and its licensors and suppliers.
Use Restrictions. Except as expressly and unambiguously permitted by this Agreement, and in addition to the restrictions above in Section 3, You shall not, nor shall You allow any third party to:
a) reverse-engineer, decompile, disassemble or otherwise attempt to discover the source code or structure, sequence and organization of any Services component except and only to the extent required for interoperability purposes under applicable laws or as expressly permitted in applicable Open Source Software licenses;
b) use the Services or any component thereof in a manner not permitted by Cloud Provider, including use in a data center without use in connection with the Cloud Provider's platform and services;
c) remove or conceal any product identification, copyright, proprietary, patent or other notices in any Software and Documentation that is accessible or otherwise in your possession in connection with the use of the Services;
d) assign, sublicense or otherwise transfer, in whole or in part, the Services or components or licenses thereof to another party;
e) use the Services to perform services for third parties in a service bureau, managed services, commercial hosting services or similar environment;
f) use the Services in excess of any limitations (i.e. user limits) or time period permitted by the Cloud Provider Model (and Cloud Provider may shut off Your access should a breach of such limits be detected);
g) modify, adapt or create a derivative work of any or all components of the Services;
h) integrate, incorporate or bundle the Services into any other software or hardware without receiving the prior written consent of ZettaLane Systems;
i) use the Services to provide, re-sell or lease or in any other way allow a third party to use the Services.
You agree to permit audit(s) by ZettaLane Systems or its suppliers or licensors to confirm Your compliance with this Agreement.
Support. ZettaLane Systems support is not offered with the Services. You agree that if you require support you will contact ZettaLane Systems for information on collaborative ZettaLane Systems and Services user support and technical information via ZettaLane Systems site.
Intellectual Property Rights And Protection. The Services are licensed and not sold. You acknowledge and agree that the Services and the underlying technology are proprietary products of ZettaLane Systems protected under U.S. copyrights law and other applicable laws. You further acknowledge and agree that all right, title, and interest in and to the Services, including associated intellectual property rights, is and shall remain the sole property of ZettaLane Systems. This License Agreement does not convey to You an interest in or to the Services, but only a limited right of use, revocable in accordance with the terms of this Agreement. You must maintain all copyright and other any other proprietary notices on the Services and must reproduce such notices exactly on all permitted copies of the Services.
High Risk Activities. You acknowledge that the Services are not fault tolerant and is not designed, manufactured, or intended for use or resale for use in hazardous or high risk environments and activities requiring fail-safe performance (such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems) in which the failure of the Services could lead directly to death, personal injury, or severe physical or environmental damage, and you agree not to use or allow the use of the Services or any of the Services components for, or in connection with, any such environment or activity.
Warranty. THE SERVICES AND ITS COMPONENTS (INCLUDING SOFTWARE AND DOCUMENTATION) ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND. YOU ASSUME ALL RISKS ASSOCIATED WITH USE OF THE SERVICES TOGETHER WITH THE CLOUD PROVIDER'S ASSOCIATED SERVICES OR PRODUCTS, INCLUDING BUT NOT LIMITED TO DATA LOSS OR DATA BREACH. ZETTALANE SYSTEMS MAKES NO WARRANTY THAT THE SERVICES (INCLUDING SERVICES THAT ARE DEPENDENT ON THE CLOUD PROVIDER'S SERVICES OR PRODUCTS) WILL BE UNINTERRUPTED, TIMELY OR ERROR FREE. SHOULD ANY THIRD PARTY (INCLUDING A ZETTALANE SYSTEMS PARTNER, SUPPLIER OR CLOUD PROVIDER) MAKE A GUARANTEE ABOUT THE SERVICES OR SUPPORT IN EXCESS OF THIS AGREEMENT, ZETTALANE SYSTEMS SHALL NOT BE LIABLE FOR ANY SUCH GUARANTEE OR COMMITMENT UNLESS PROVIDED IN A SEPARATE WRITTEN AGREEMENT BETWEEN YOU AND ZETTALANE SYSTEMS THAT IS EXECUTED BY A ZETTALANE SYSTEMS VICE PRESIDENT OR HIGHER. NO OTHER WARRANTY OR REMEDY, WHETHER WRITTEN OR ORAL, IS EXPRESSED OR IMPLIED. ZETTALANE SYSTEMS SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCEPTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND
NON- INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES AND CONDITIONS, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
Limitation of Liability. Regardless of the basis of the claim (e.g. contract, tort or statute), the total liability of ZettaLane Systems and its licensors, under or in connection with this Agreement, shall not exceed the amount actually received by ZettaLane Systems for the Services or the minimum amounts permitted by applicable laws. ZettaLane Systems and its licensors are not liable for:
a) any indirect, incidental, exemplary, special or consequential damages;
b) loss or corruption of data;
c) loss of revenues, profits, goodwill or anticipated savings;
d) procurement of substitute goods and/or services; or
e) interruption to business; even if it has been advised of the possibility of such claims or damages.
The limitations and exclusions above shall not apply to liability for death or bodily injury caused by negligence, gross negligence, willful misconduct, fraud or any other liability that cannot be excluded under applicable laws. Further, ZettaLane Systems is not responsible for losses, damages or claims attributable to the Cloud Provider's acts, omissions, negligence or intentional acts of any kind in connection with Your use of the Services.
Tax. Fees and other charges associated with this Agreement do not include federal, state or local sales, VAT, GST, foreign withholding, use, property, excise, service or similar taxes in most jurisdictions ("Tax") now or in the future, all of which are Your responsibility. If ZettaLane Systems is required to pay Tax, You must reimburse ZettaLane Systems for such amounts.
You agree to indemnify ZettaLane Systems for any Tax and related costs, interests and penalties paid or payable to ZettaLane Systems for Your use of the Services.
Term and Termination. This Agreement is effective from when You first install, access, launch or otherwise use the Services until terminated by You or by ZettaLane Systems or the Cloud Provider for breach of any applicable term. Upon termination of this Agreement, all rights to use the Services cease and You shall, at ZettaLane Systems's request, promptly return or destroy all copies of the Software and Documentation in Your possession or under Your control. Sections 1, 2, 4, and 6 through 16 (as well as any defined terms, technology use restrictions or your provided consents) shall survive termination of this Agreement.
Software Copyright Information And Notices. Software copyright information and other related Open Source Software details are included as part of notices in the Documentation or other documentation published by ZettaLane Systems.
U.S. Government Regulations. Software and Documentation license rights granted to governments and other public sector entities include only those rights customarily provided to commercial end-user customers. In particular, ZettaLane Systems provides the licenses for Software and Documentation in this Agreement to the U.S. federal government pursuant to FAR 12.211 (Technical Data) and 12.212 (Computer Software) and for the Department of Defense pursuant to DFARS 252.227-7015 (Technical Data - Commercial Items) and DFARS 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation).
Export Control Laws And Regulations. The Software and Documentation is subject to applicable export control laws and regulations of the United States and other countries and You agree to comply with them. You represent and warrant that You:
a) will not, directly or indirectly, export or re-export the Software and Documentation to, or use the Software and Documentation in, countries subject to U.S. embargoes or trade sanctions programs, unless authorized by U.S. export licenses or other government authorizations (as of January 2015, these countries are: Cuba, North Korea, Iran, Sudan and Syria);
b) will comply with any updates and revisions that the U.S. Government makes to the sanctions, embargoes and the list of countries specified in section 14(a) above;
c) are not a party, nor will you export or re-export to a party, identified on any government export exclusion lists, including but not limited to the U.S. Denied Persons, Entity, and Specially Designated Nationals Lists; and
d) will not use the Software and Documentation for any purposes prohibited by United States law, including but without limitation, the development, design, manufacture or production of nuclear, missile, chemical, biological weaponry or other weapons of mass destruction;
e) are responsible for compliance with all local encryption laws and regulations, where applicable, and for obtaining any permits or licenses required under those encryption laws and regulations for your acquisition and use of the software.
Data Privacy. You have sole responsibility for personal data managed or stored using the Services and agree to comply with all applicable data privacy laws. ZettaLane Systems assumes no responsibility or liability for any personal data (including third party personal data) that You choose to manage and/or store using the Services. 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. ZettaLane Systems does not request nor need access any of Your personal data. Further, data may be stored with the Cloud Provider 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. ZettaLane Systems 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.
General. This Agreement shall be construed pursuant to the laws of the State of California, United States, excluding its conflicts of law provisions. You consent to venue in the State of California, United States (or for a federal claim, the Northern District of California). ZettaLane Systems reserves the right to control all aspects of any lawsuit or claim that arises from Your use of the Software and Documentation. If required by ZettaLane Systems's agreement with a third party licensor, ZettaLane Systems's licensor shall be a direct and intended third party beneficiary of this Agreement and may enforce it directly against You. ZettaLane Systems does not waive any of its rights under this Agreement by failing to or delaying the exercise of its rights or partially exercising its rights at any time. To the extent that any provision of this Agreement is determined to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. This Agreement may not be changed except by an amendment accepted by an authorized representative of each party. This
Agreement including any credit or refund policies provided by ZettaLane Systems to You (or otherwise published by the Cloud Provider) at the time of sale or license represents the entire agreement and understanding between ZettaLane Systems and You with respect to the Software and Documentation. It supersedes any previous communications, representations or agreements between ZettaLane Systems and You and prevails over any conflicting or additional terms in any quote, purchase order, acknowledgment, or similar communication between the parties.