EULA

This End User License Agreement (“Agreement”) governs the use of the proprietary SAAS and on-premises software (“Software”) provided by StorONE Ltd. and its affiliate StorONE Inc., (hereinafter together, “StorONE”, “We“, “Us” or ”Our“) to its customers (“User”, “You“ or “Your“) (collectively, the “Parties” and each a “Party”).

PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE INSTALLING OR USING THE SOFTWARE. BY USING THE SOFTWARE OR REGISTERING THROUGH OUR WEBSITE OR THROUGH A THIRD PARTY PROVIDER MARKETPLACE OR BY EXECUTING AN ORDER FORM, YOU ARE ACCEPTING AND AGREEING TO BE BOUND BY ALL THE TERMS OF THIS AGREEMENT.

THIS AGREEMENT REPRESENTS THE ENTIRE AGREEMENT CONCERNING THE SOFTWARE, BETWEEN YOU AND STORONE. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT DO NOT INSTALL AND/OR USE THE SOFTWARE IN ANY MANNER WHATSOEVER. TO THE EXTENT YOU ENTER INTO THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT THAT YOU ARE AUTHORIZED TO BIND SUCH LEGAL ENTITY.

StorONE may change this Agreement from time to time, and such change will become effective upon the date on which it is posted on StorONE’s website or provided via the Software. You are responsible for checking StorONE’s website regularly for such changes. By continuing to access or use the Software after the amended Agreement has been posted or provided You agree to be bound by the revised Agreement. In case of discrepancy between this Agreement and any purchase order, the terms of this Agreement shall prevail.

1. License Grant. Subject to the terms herein, StorONE hereby grants You a limited, personal, non-exclusive, non-transferable, non-sub-licensable right to install and use the Software solely on the device to which the Software was downloaded and installed (if Customer purchased the Software as an on-prem solution) or to access and use the Software (if Customer purchased the Software as a SaaS solution) solely for Customer’s internal business purposes and in accordance with related documentation and the terms if the Software is licensed for use on a limited number of servers and/or users, You may use the Software only on up to number of servers and/or users for which You paid fees. You shall be solely responsible to ensure that the Software is properly installed and used or accessed and used, as applicable. The term “Software” shall include the StorONE’s proprietary software product, which is powered by StorONE’s operating system, all third party components or code incorporated therein by StorONE as well as all revisions, improvements, new releases and updates, and related documentation, to the extent provided by StorONE under this Agreement.
2. User. In order to access and use the Software, You must complete the registration process and create a user account (respectively, the “Registered Users” and the “Account”). Registered Users will be required to provide us basic information upon registration, including but not limited to a user name, passwords, email, and the name of Your company or entity. The initial user registering his Account shall be automatically designated as the sole Account administrator (the “Admin”). The Admin may only use or access the Software by using the user name and password provided by him upon registration. The Admin may authorize, subject to Our approval, additional Users to access the Account in order to use the Software
   under this Agreement as provided therein (“Authorized Users”). Authorized Users shall be named and receive a personal login and password which should be maintained securely by the Admin from unauthorized use and may not be shared. The Admin is solely responsible for the security and proper creation, use, and termination of all Authorized Users’ user names, passwords, and other security devices used in connection with the Software and shall take all necessary steps to ensure that Authorized Users’ user names and passwords are kept confidential and secure, that access authorizations are not shared between Authorized Users or made available to unauthorized persons.
3. Prohibited Uses. Other than the rights explicitly granted in this Agreement, You shall have no other rights, express or implied, in the Software. Without limiting the generality of the foregoing, You agree and undertake not to and not to allow others to: (a) sell, lease, sublicense or distribute the Software, or any part thereof, or otherwise transfer the Software; (b) provide access to the Software to unauthorized users; (c) reverse engineer, decompile, disassemble, or otherwise reduce to human-perceivable form the Software’s source code and or any third party software provided by StorONE; (d) modify, revise, enhance, or alter the Software; (e) copy, modify, create derivative works of any portion of the Software under this Agreement, or any material that is subject to Our proprietary rights, including without limitation for non-internal or commercial purpose; (f) represent that You possess any proprietary interest in the Software; (g) use the Software under this Agreement, or any Third Party Services, to transmit or otherwise make available any malicious code, including any virus, worm, trojan horse, time bomb, web bug, spyware, or any other computer code, file, or program; (h) interfere with or disrupt the integrity, performance or operation of the Software under this Agreement, or any part thereof, including any servers or networks provided by Third Party Service Providers; (i) attempt to gain unauthorized access or bypass any measures imposed to prevent or restrict access to Software under this Agreement; or (j) use the Software in any illegal manner or for unlawful purposes. In addition, You hereby acknowledge and agree that StorONE’s operating system is only accessible by StorONE’s authorized personnel and You hereby agree and undertake not to and not to allow others to have any access whatsoever to StorONE’s operating system. Any breach of the terms under this Agreement by You or your Authorized Users, as shall be determined in Our sole discretion, may result in the immediate suspension or termination of Your Account. Notwithstanding the foregoing, We will provide you with reasonable notice of violation of the terms under this Agreement.
4. Fee. You shall order and pay for the Software by either going through the purchasing process available on Our cloud service provider’s marketplace or by submitted to Us a purchase order or in the absence thereof, through the purchasing process available on Our website (“Purchase Order“). If You order and pay directly to Us, the following provisions shall apply. Payment shall be made within thirty (30) days as of the end of the month of StorONE’s invoice (Net+30 days). Any payment or part of a payment that is not paid by You to StorONE when due shall constitute sufficient cause for StorONE to suspend its performance hereunder and terminate this agreement and the license granted hereunder provided that fourteen (14) days prior notice was provided. All payments shall be made by wire transfer in USD, unless a different currency is specified in the Purchase Order. Amounts that are not paid in accordance with the terms stated in this Agreement and/or in the applicable Purchase Order, will be subject to a late charge of 1.5% per month compounded monthly until paid in full. All payments are non-refundable. Unless otherwise specifically stated in the Purchase Order, any discounts provided will apply only to the year they were granted. In addition, all prices for Hardware components do not include cables and switches, unless specified otherwise.
5. Taxes. You are solely responsible for payment of any taxes resulting from the acceptance of the license or from the possession and use or access and use, as applicable, of the Software, including VAT or any sale tax. If any such taxes are required to be withheld, You shall pay an amount to StorONE such that the net amount payable to StorONE after withholding of taxes shall equal the amount that would have been otherwise payable under this Agreement.
6. Pricing. StorONE may change the prices of any of its products and support services, as well as the price of the Software, at an time, provided however that such price increase shall be effective following the lapse of 30 days as of StorONE’s written notice of such increase.
7. Title & Ownership. The Software is a valuable trade secret of StorONE and/or its licensors and any disclosure or unauthorized use thereof will cause irreparable harm and loss to StorONE and/or its all right, title and interest in and to the Software, any derivatives thereof, and modifications thereto, including associated intellectual property rights, evidenced by or embodied in and/or attached/connected/related to the Software, are and will remain with StorONE and/or its licensors. This Agreement does not convey to You any interest in or to the Software, but only a limited right of use in accordance with the terms herein. Nothing in this Agreement constitutes a waiver of StorONE’s and/or its licensors’ intellectual property rights under any law.
8. Confidential Information. During the term hereof, You may have access to certain non-public proprietary, confidential, or trade secret information or data of StorONE (together, the “Confidential Information”). For avoidance of doubt, any and all Purchase Orders and Quotes provided by StorONE, and any provision therein, shall be considered as Confidential Information. The Software shall be deemed StorOne’s Confidential Information. Confidential Information shall exclude any information that (i) is or becomes generally available in the public domain through no fault or breach by You of this Agreement; (ii) You can demonstrate to have had rightfully in Your possession prior to disclosure by StorONE; (iii) You rightfully obtain from a third party; (iv) You can demonstrate to have independently developed, without use or reference to the Confidential Information. You agree: (a) not to disclose StorONE’s Confidential Information other than to Your directors, officers, employees, advisors or consultants (collectively, the “Representatives”) on a strict “need to know” basis and provided that the Representatives are bound by written agreements containing provisions substantially similar to those contained herein; (b) not to use any Confidential Information for any purposes except to carry out Your responsibilities under this Agreement;
   (c) to keep the Confidential Information confidential using at least the same degree of care You use to protect Your own confidential information, which shall not be less than reasonable care. Notwithstanding the foregoing, if You are required by legal process or any applicable law to disclose any Confidential Information, then prior to such disclosure, You will give prompt written notice to StorONE. You acknowledge that Confidential Information is unique and valuable to StorONE and that the unauthorized disclosure or use of Confidential Information could cause irreparable harm and significant injury to StorONE, for which monetary damages alone would not be an adequate remedy. Accordingly, You agree that in the event of a breach or threatened breach of this Section, StorONE will be entitled to seek specific performance and injunctive or other equitable relief as a remedy for such breach or an anticipated breach in any court of competent jurisdiction, without the necessity of posting a bond. Any such relief shall be in addition to, and not in lieu of any other remedies available to StorONE, including but not limited to monetary damages.
9. Hardware. This Clause 7 shall only apply if and to the extent that You acquired third-party hardware (“Hardware”) from StorONE. Cables and switches shall not be considered as part of the Hardware and StorONE shall not be obligated to provide the foregoing, unless specified otherwise in an applicable Purchase Order. All Hardware shall remain the property of StorONE until fully paid for by You. The Hardware shall be provided solely in accordance with the terms and conditions provided by such third party and StorONE shall not have, and does not have any obligations, rights, or liabilities or provide any warranties with respect to your use of the Hardware. Please refer to the terms of use, license terms, and other contractual obligations provided by such third-party Hardware provider.
10. Third-Party Services. StorONE may provide third-party services for use of the Software (“Third Party Services”). Third-Party Services may include, commercially available hosting services, consulting services, or other integration and implementation services. StorONE cannot guarantee the continued availability of the Third Party Services, and may cease providing them, any content provided in connection to them, if, for example, such services are no longer interoperable with the Software. Your use of the Third Party Services is subject to such terms and conditions and specifications offered by each Third Party Service provider. You acknowledge that StorONE is not the author, owner, or licensor of any Third Party Services. StorONE shall provide the Third Party Services “AS IS” and make no representation or warranty with respect to them. Implied warranties of fitness for a particular purpose, satisfaction, and merchantability shall not apply. The entire risk as to the quality and performance of the Third Party Services is borne by You. Your sole recourse in the event of any dissatisfaction with the Third Party Services is to stop using the platform and related services.
11. Open Source Software. The Software contains open source software components. The open-source components are licensed under the terms of this Agreement, provided however that they are provided AS-IS, without any warranty, express or implied and are distributed by StorONE along with their associated license.
12. Privacy. By accepting the terms of this Agreement, You agree to and accept the terms of StorONE’s privacy policy available at  https://www.storone.com/privacy-policy/ (“Privacy Policy”). You agree and acknowledge that StorONE may access, collect and use non-personally identifiable information, such as manner, consistency, duration, usage pattern, statistics, memory, bandwidth, and other information identifying the ways in which You use the Software in accordance with the Privacy Policy. In addition, You agree and acknowledge that StorONE may use Your information in order to respond to Your inquiries and update You with information regarding the Software and other offers.
13. Warranty Disclaimer. THE SOFTWARE IS PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STORONE DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE REMAINS WITH YOU. STORONE DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE WILL OPERATE CONTINUOUSLY, UNINTERRUPTED, OR BE ERROR-FREE. YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY DISSATISFACTION WITH THE SOFTWARE IS TO IMMEDIATELY UNINSTALL OR CEASE ACCESS TO THE SOFTWARE, AS APPLICABLE, AND CEASE USE OF THE SOFTWARE.
14. Limitation of Liability. IN NO EVENT SHALL STORONE’S LIABILITY UNDER, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO STORONE DURING THE TWELVE (12) MONTHS PRECEDING THE DATE THE LIABILITY FIRST ARISES. IN NO EVENT WILL STORONE BE LIABLE FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT STORONE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15. Term and Termination. This Agreement enters into effect on the date You accept its terms and conditions and remain in effect until Your subscription has expired or have been terminated in accordance with this Agreement. Your failure to comply with the terms of this Agreement shall terminate Your license and this Agreement. This Agreement is subject to termination by StorONE after a 14 days written notice if
    (a) You fail to timely pay any payments due under this Agreement, (b) You breach any term of this Agreement, or (c) You become insolvent, declare bankruptcy, or a receiver or trustee is appointed for You. StorONE shall have the right to terminate this Agreement at any time by providing You 30 days advance written notice. Upon termination of this Agreement: (i) the license granted to You in this Agreement shall expire and, upon termination, You shall uninstall and/or discontinue all further use of and access to the Software; and (ii) You shall promptly return to StorONE all Confidential Information and any and all tangible property representing StorONE’s intellectual property rights and all copies thereof and/or shall erase/delete any such information held by You in electronic form. Deletion of Your Account can only be done by sending an email directly to support@StorONE.com with a specific request which will require Us to authenticate the request with you as an authorized representative. Thereafter You shall not be able to use the Software until you renew Your registration. Canceling Your Account may cause the loss of certain information You provided Us and/or the capacity of Your Account. We do not accept any liability for such loss. All Sections which by their nature are meant to survive shall survive termination of this Agreement.
16. General. This Agreement constitutes the entire agreement between the Parties and may not be modified except by a written agreement signed by StorONE. If a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of the Agreement shall continue in full force and effect. You may not assign this Agreement without StorONE’s prior written approval. StorONE shall be entitled to assign this Agreement at its discretion. No waiver of any breach shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provision, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. This Agreement shall be governed by and construed in accordance with the laws of the State of New York and only the competent courts of New York, NY shall have jurisdiction over any dispute arising from this Agreement.