Software, up to 50TB usable storage capacity, with limited support from Scality in Scality’s sole discretion.
1. LIMITED LICENSE
Limitations. Trial Customer will not, and will not permit others to: (a) reproduce the Software or the Documentation; (b) use the Software or the Documentation for any purpose or in any manner other than as expressly provided under those Terms; (c) modify, translate, or create derivative works of, or decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code form or structure of, the Software, except as expressly permitted by applicable law; (d) assign, share, timeshare, sell, rent, lease, sublicense, distribute, grant a security interest in, or otherwise transfer the Software or Trial Customer’s limited right to use the Software; (e) export the Software; or (f) remove, alter, or obscure any proprietary notices or labels on the Software or the Documentation.
2. TRIAL OF THE SOFTWARE.
Trial Capacity. Scality grants Trial Customer a license to use the Software, up to 50TB usable capacity, free of charge. Beyond 50TB of usable capacity, Trial License is revoked and the Trial Customer shall stop using the Software. For clarity, in the event the Trial Customer continues to use the License for any purposes beyond 50TB of usable capacity, Scality reserves the right to charge the Trial customer, and Trial Customer shall accept and pay Scality invoice within thirty (30) days, for the License, based on the usable capacity and the applicable Scality list price.
Limited Support. Scality makes no commitment regarding technical support provided to the Trial Customer. Scality may provide technical support, in its sole discretion. Updates. Scality may, in its sole discretion, provide Trial Customer certain modifications, updates and/or upgrades to the Software or Documentation. Upon receipt of such Updates, Trial Customer will install such
Updates. Upon installation by the Trial Customer, Updates will be considered to be part of the “Software” or the “Documentation” (as applicable).
All right, title, and interest, including all intellectual property rights, in and to the Software, the Documentation, the Feedback, and Scality Confidential Information (defined below) (including any and all copies of any of the foregoing) shall be owned and retained by Scality or its suppliers. Any rights not expressly granted by Scality in the Agreement are reserved. Trial Customer acknowledges that it acquires no ownership interest in the Software or any license rights not explicitly granted in this Agreement.
Definition. “Confidential Information” of a Party means information regarding such Party’s business, including technical, marketing, financial, employee, planning, and other confidential or proprietary information which (a) is in tangible form and marked as “confidential” or “proprietary” or (b) if disclosed orally, is identified as confidential at the time of disclosure and confirmed through a written summary of such Confidential Information to the Receiving Party within thirty (30) days after such oral disclosure. Notwithstanding the foregoing, the Confidential Information of Scality includes (w) the Documentation, the Software, the Feedback, and information regarding any of the foregoing developed during the Trial; (x) all quantitative and qualitative information related to the operational characteristics, performance, success or failure rates, benchmark tests, comparative analysis, and suitability of the Software; (y) the development, development schedule, design, and architecture of the Software; and (z) the terms of this Agreement.
Obligation. Each Party (a “Receiving Party”) will (a) not disclose any of the Confidential Information of the other Party (a “Disclosing Party”) to any third parties unless otherwise expressly provided in the section titled Confidentiality, and (b) use the Disclosing Party’s Confidential Information solely to the extent necessary to fulfill its obligations under this Agreement. The Receiving Party agrees to limit access to the Disclosing Party’s Confidential Information to those employees, agents, and representatives who are necessary for the Receiving Party to perform its obligations under this Agreement. All such employees, agents, and representatives must have a written confidentiality agreement with the Receiving Party that is no less restrictive than the terms contained herein. The Receiving Party’s obligations will not apply to Confidential Information (w) that is in the public domain through no fault of the Receiving Party; (x) that was known generally in the industry before or after its disclosure to the Receiving Party or its development under the Agreement, through no fault of the Receiving Party; (y) was developed independently by the Receiving Party through no use of or reference to any of the Disclosing Party’s Confidential Information; (z) was in the Receiving Party’s possession prior to its initial disclosure or development by the Disclosing Party under the Agreement. Notwithstanding the foregoing, either Party may disclose Confidential Information to the extent it is required to do so by the law or legal process (provided that the Disclosing Party has been given a reasonable opportunity to challenge the requirement to disclose the information).
5. TERM AND TERMINATION
6. DISCLAIMER OF WARRANTIES
Scality does not warrant that the software or the documentation will meet Trial Customer’s requirements, operate without interruption, or be error free. The software and documentation are provided “as is” (with all faults) and the entire risk as to satisfactory performance, accuracy, and effort is with Trial Customer. Without limiting the foregoing, Scality and its suppliers specifically disclaim any and all warranties, whether express, implied, or statutory, including the warranties of title, merchantability, fitness for a particular purpose, non-infringement, accuracy, and quiet enjoyment.
7. LIMITATION OF LIABILITY.
Except with respect to any breach of the sections titled Limited License, Ownership, or Confidentiality, in no event will either party be liable to the other for any failure to meet any objectives of the Trial or any incidental, special, consequential, punitive damages or indirect damages of any kind (including damages for interruption of business, procurement of substitute goods, lost data, lost profits, or the like) regardless of the form of action, whether in contract, tort (including negligence), strict product liability, or any other legal or equitable theory, even if such party has been advised of the possibility of such damages.
The Parties are independent contractors. Trial Customer may not assign this Agreement without the prior written consent of Scality. This Agreement shall be governed in all respects by California law, excluding any conflict of laws principles that would require the application of the laws of another jurisdiction. The Parties hereby submit to the personal jurisdiction of the state and federal courts in the state of California. If any provision of this Agreement is held to be invalid or unenforceable by any court of competent jurisdiction, such provision will be deemed modified so as to be valid and enforceable to the greatest extent possible under applicable law, and the validity of the remaining provisions hereof shall not be affected thereby. Trial Customer will be solely responsible for all applicable taxes or other governmental fees, charges, or assessments, other than taxes on Scality’s net income, imposed on or resulting from the services provided by Scality under this Agreement. Trial Customer agrees that it will not assist with or participate in any export of the Software or the Documentation in violation of applicable U.S. laws or regulations.