Customer hereby acknowledges and understands that Infrascale, Inc. (“Infrascale”) has a commercial relationship with StorageCraft Technology Corporation (“StorageCraft”), and Infrascale and StorageCraft have entered into a separate agreement regarding their relationship. Such agreement requires that when Infrascale products contain StorageCraft software or products (hereinafter, “Integrated Products”), Infrascale must cause its customers to agree to special provisions as discussed below with respect to such Integrated Products. Accordingly, Customer hereby expressly agrees to the terms set forth below with respect to all Integrated Products.
- Customer agrees to include in all agreements between Customer and its end users and customers terms and conditions that are substantially identical to (and no less restrictive than) the terms and conditions set forth below in the MSP AGREEMENT (the “MSP Agreement”). Furthermore, Customer also agrees that the terms and conditions of the MSP Agreement shall also apply to Customer as the party defined as “you” in the MSP Agreement. Customer expressly agrees and covenants that all use of the Software (as defined below in the MSP Agreement), whether by Customer or its customers or end users, is subject to the MSP Agreement.
- Customer agrees that it shall offer use of the Software only to its customers and end users.
- Customer agrees that it shall not remove, modify or obscure any copyright, trademark or other proprietary rights notices contained in or on the Software.
- Customer acknowledges and understands that StorageCraft disclaims, to the extent permitted by applicable law, all warranties by StorageCraft and any liability by StorageCraft or its suppliers for any damages, whether direct, indirect, or consequential, arising from the use of the Software, except as provided in the applicable end-user license agreement or other applicable agreement.
- In the event that Infrascale gives Customer the ability to access or use the MSP Portal (or any StorageCraft portal), Customer agrees that it is solely responsible for: (a) ensuring that only persons duly authorized by Customer have use of its access credentials; (b) all changes made to Customer’s account through use of Customer’s credentials; (c) all business transacted through use of Customer’s access credentials; (d) disclosing to its customers and end users all categories of their information that may be provided to Infrascale and/or StorageCraft as a result of Customer’s use of the MSP Portal (or any StorageCraft portal); and (e) obtaining all necessary consents, waivers, and releases required by applicable law to disclose such customers’ or end users’ information to Infrascale and/or StorageCraft.
- Customer agrees that it shall not charge its customers, end users or prospective customers or end users for free trial or evaluation use of the Software.
- Customer agrees that upon termination of the applicable agreement between Customer and its customer or end user governing such customer’s or end user’s use of the Software, Customer will use its best efforts to (a) remove and/or deactivate all copies of the Software from all computers of such customer or end user, as applicable; and (b) ensure that such customer or end user returns or destroys any media containing the Software.
- In the event the rights of Infrascale to distribute the Software terminate, applicable portions of reseller agreements (as these portions pertain directly to the Software and StorageCraft) to which Infrascale is a party may be assigned, in the sole and absolute discretion of Infrascale, to StorageCraft or StorageCraft’s designee.
This Agreement was last revised on March 22, 2020.
© Infrascale, Inc. All Rights Reserved
TERMS AND CONDITIONS REGARDING USE OF STORAGECRAFT SOFTWARE: This document concerns your use of StorageCraft Technology Corporation (“StorageCraft”) software provided to you by Infrascale, Inc. (hereinafter referred to as “Infrascale”). Infrascale will provide software services to you as described below, which may include associated media, printed materials, and “online” or electronic documentation, including certain StorageCraft software products that it offers on an MSP basis (the “Software”). Infrascale does not own the Software and its use is subject to certain rights and limitations of which Infrascale needs to inform you. Your right to use the Software is subject to your customer service agreement (“agreement”) with Infrascale and your compliance with and consent to the following terms and conditions, which Infrascale does not have authority to alter or amend.
- OWNERSHIP OF LICENSED SOFTWARE. The Software is licensed to Infrascale by StorageCraft. All title and intellectual property rights in and to the Software are owned by StorageCraft or its licensors. The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Your possession, access, or use of the Software does not transfer to you any ownership right to the Software.
- COPIES. You may not make any copies of the Software. You must uninstall, erase or destroy all Software installed on your computer(s) upon termination or cancellation of your agreement with Infrascale, notice from Infrascale, or transfer of your computer(s) to another person or entity, whichever occurs first. You may not copy any printed materials accompanying the Software.
- LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION AND DISASSEMBLY.You may not reverse engineer, decompile, or disassemble the Software, except and only to the extent that applicable law, notwithstanding this limitation, expressly permits such activity.
- NO RENTAL. You may not rent, lease, lend, pledge, or directly or indirectly transfer or distribute the Software to any third party, and you may not permit any third party to have access to and/or use the functionality of the Software.
- TERMINATION. Without prejudice to any other rights, Infrascale may suspend or terminate your rights to use the Software if you fail to comply with these terms and conditions. Further, your rights to use the Software may be suspended or terminated in the event that Infrascale violates its agreement with StorageCraft. In the event of suspension, termination or cancellation, the functionality of the Software may cease, the Software may deactivate, and/or you may be required to stop using the Software and destroy all copies of the Software and all of its component parts.
- COOPERATION. Upon termination of your rights to use the Software, you will cooperate in: (a) removing or deactivating all copies of the Software from your computers on which it is installed; and (b) returning or destroying all media containing the Software.
- NO WARRANTIES, LIABILITIES, OR REMEDIES BY STORAGECRAFT.ANY WARRANTIES, LIABILITY FOR DAMAGES, AND REMEDIES (IF ANY) ARE PROVIDED SOLELY BY INFRASCALE AND NOT BY STORAGECRAFT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU DISCLAIM ALL WARRANTIES BY STORAGECRAFT AND ANY LIABILITY BY STORAGECRAFT OR ITS SUPPLIERS FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, OR CONSEQUENTIAL, ARISING FROM THE USE OF THE LICENSED SOFTWARE OR YOUR AGREEMENT OR RELATIONSHIP WITH INFRASCALE.
- PRODUCT SUPPORT. Any product support (if any) for the Software is provided to you by Infrascale and not by StorageCraft.
- NO-FAULT TOLERANT.THE LICENSED SOFTWARE CONTAINS TECHNOLOGY THAT IS NOT FAULT TOLERANT AND IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN ENVIRONMENTS OR APPLICATIONS IN WHICH THE FAILURE OF THE LICENSED SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL, PROPERTY OR ENVIRONMENTAL DAMAGE.
- EXPORT RESTRICTIONS.The Software is of U.S. origin for purposes of U.S. export control laws. You agree to comply with all applicable international and national laws that apply to the Software, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments.
- UNITED STATES GOVERNMENT RESTRICTED RIGHTS. RESTRICTED RIGHTS LEGEND. All StorageCraft products and documentation are commercial in nature. The Software and associated documentation are “Commercial Items”, as that term is defined in 48 C.F.R. section 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as defined in 48 C.F.R. section 252.227-7014(a)(5) and 48 C.F.R. section 252.227-7014(a)(1), and used in 48 C.F.R. section 12.212 and 48 C.F.R. section 227.7202, as applicable. Consistent with 48 C.F.R. section 12.212, 48 C.F.R. section 252.227-7015, 48 C.F.R. section 227.7202 through 227.7202-4, 48 C.F.R. section 52.227-14, and other relevant sections of the Code of Federal Regulations, as applicable, the Software and documentation are licensed to United States Government end users with only those rights as granted to all other end users, according to the terms and conditions contained in the end user license agreement.
- MICROSOFT® WINDOWS® PREINSTALLATION ENVIRONMENT LICENSE (WINDOWS PE). StorageCraft is a licensee under a license granted by Microsoft with respect to Microsoft Windows Preinstallation Environment software. Under the Microsoft license: (i) Windows PE is limited to use as a boot, diagnostic, disaster recovery, set up, restoration, emergency services, installation, test or configuration utilities program, and is not for use as a general purpose operating system or as a substitute for a fully functional version of any operating system products; (ii) Windows PE contains a security feature that will cause the computer system to reboot without prior notification to the user after 24 hours of continuous use. THIS TIME-OUT FEATURE WILL RESET EACH TIME THE COMPONENT CONTAINING THE WINDOWS PREINSTALLATION ENVIRONMENT IS RELAUNCHED; (iii) any and all Microsoft and Microsoft affiliate liability related to the Software is disclaimed in full and without condition; (iv) Microsoft has no support obligations to you or Infrascale; (v) you are specifically prohibited from reverse engineering, decompiling, or disassembling Windows PE, except to the extent expressly permitted by applicable law; and (vi) you are specifically informed that Windows PE is subject to U.S. export jurisdiction
This Agreement was last revised on March 22, 2020.
© Infrascale, Inc. All Rights Reserved