End User License Agreement (EULA)

Effective starting: November 13th, 2024

SOFTWARE LICENSE

All software (Software) identified in an order form (Order), which may be provided in paper or via electronic means, that is executed by either (a) an authorized distributor (Distributor) on behalf of Scality (Licensor), or by Licensor, and (b) the party who is entitled to use the software (Licensee) are licensed (and not sold) in accordance with the Order and this EULA. Distributors must be authorized by Licensor to distribute the Software for this License to be valid. This EULA is incorporated by reference into each Order. An Order may establish prices and volume/metrics of licensed Software but may not modify this EULA unless the Order expressly states that the Order terms supersede this EULA, and such provision is separately signed by Licensor. Licensor owns and retains the exclusive right, title and interest, including intellectual property rights, in the Software and Software documentation and all Software and Software documentation and copies made thereof are licensed, not sold.

LICENSE TYPES

The Software may be licensed as a Free License, Hardware License, Perpetual License, or as a Term License. A Free License is subject to the special terms and conditions in the section “FREE LICENSE TERMS AND CONDITIONS” below. A Hardware License means a license to the Software that is tied to a given hardware device for the usable storage capacity (as defined below) of the device measured in terabytes as specified on an Order and licensed for use on that device for the life of that device. A Perpetual License means a perpetual license to use a particular version of the Software for a specified usable storage capacity (HDD and SSD) measured in terabytes as specified on an Order. A Perpetual License does not terminate (unless Licensee breaches this EULA, any Order or any other agreement with Licensor) and is not tied to a specific hardware device, however, unless Licensee also purchase maintenance and support, does not include updates or upgrades to the Software after the end of any paid-up maintenance and support period. A Term License means a fee based license to use the Software for a specific period of time or for a specific usable storage capacity, or both, as set forth on the Order. In this EULA, the term “Commercial License” means a Hardware License, Perpetual License or a Term License.

LICENSE TERMS

Unless Licensee breaches this EULA or the Order and Licensor terminates this EULA and/or an Order, Licensor grants Licensee a worldwide, limited, non-exclusive, non-transferable and non-sublicensable:
For a Hardware License: perpetual license to use the object code version of the Software on the designated hardware in the Order, for up to the usable storage capacity specified on the Order, at the location(s) set forth on the Order.
For a Term License: during the period of time set forth on an Order, license to use the object code version of the Software for up to the usable storage capacity identified on the Order Form (if the Order fails to specify a specific amount of storage the storage limit shall be one terabyte) at the location(s) set forth on the Order.
Licensee is also licensed to use and make internal copies of all Software documentation provided by Licensor solely in connection with the use of the Software as authorized above. Licensee may make internal copies of the Software solely for backup and restoration purposes but may not use such copies of the Software for live or production use, or any direct or indirect use of the Software which is in live or production use or serving its final or intended or revenue generating purpose (Production Use).
“usable storage capacity” is calculated by dividing total raw capacity used for storing data (which the total capacity of disks used to store data) by the data protection overhead ratio required to protect data on such hardware per the attached formula:
Usable storage capacity = (raw storage used to store data) / (data protection overhead ratio).
For example, for a storage with 120 disks of 20TB and ARC 9+3 :
– raw capacity is 120*20=2400TB
– data protection overhead = 12/9 = 1.33
– usable storage capacity = 2400/1.33 = 1800TB

Licensee may only use the Software on operating systems listed on the Licensor website at www.scality.com as compatible with the Software.

FREE LICENSE TERMS AND CONDITIONS

Licensor may grant the right to use the Software without a fee for defined amount of usable storage capacity as defined above (the “Free Tier”). Any Free Tier will be set forth on Licensor’s website. The amount of usable storage capacity in a Free Tier may be used on only one hardware or virtual instance and may not be spread across multiple hardware or virtual instances. Licensor may change the amount of usable storage capacity for the Free Tier at any time, including terminating the Free Tier completely. While Licensee may use the Free Tier in regular production, Licensee acknowledges Licensor’s right to change or terminate the Free Tier program. If Licensor makes a change to the Free Tier, any fees and charges for use of the Software shall only accrue for the time period after the date Licensor makes the change and publishes such modification on its website. Licensor may at any time request a Licensee using the Free Tier to confirm that their usable storage capacity is at or below the then current Free Tier level, and/or to confirm their total usable storage capacity over a span of dates. Licensee shall promptly and accurately confirm its usable storage capacity for such periods requested, and if Licensor has enabled such functionality in the Software, promptly provide Licensor with any usable storage capacity reports enabled in the Software.

THIRD PARTY SOFTWARE

Licensor may distribute software owned by third parties (Third Party Software) with the Software. Third Party Software may be subject to other license terms. To the extent Licensor has the right to distribute such Third Party Software, Licensor grants Licensee all of the rights the Licensor has to Third Party Software for use in connection with the Software. Third Party Software that is not embedded into the executable Software image provided by Licensor is not “Software” in this EULA.

LIMITATIONS

Except to the extent expressly licensed as provided in this EULA and an Order, Licensee may not directly, or indirectly through another, reproduce, modify, translate or otherwise create derivative works from, rent, lease, loan or otherwise distribute, copy, decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, processes or algorithms by any legal or technical means whatsoever, in respect of all or any part of the Software, Software documentation or Licensor’s Confidential Information (defined below). Licensor reserves all rights to the Software, Software documentation and Licensor Confidential Information not expressly granted herein or in an Order.

OTHER RESTRICTIONS

Unless otherwise stated in an Order or approved by Licensor in writing, Licensee may not directly or indirectly through or with another: (i) move the Software to a location other than the location set forth on the initial Order; (ii) publish or disclose any features, functionalities, attributes, results of any test or benchmarking or comparative study of, the Software or documentation or use such results or information for any software development activity; (iii) remove any product identification, proprietary, copyright or other notices contained in the Software or documentation; or (iv) use the Software on any hardware or systems environment other than those listed on the Licensor website at www.scality.com as compatible with the Software.

UPDATES AND UPGRADES

Software includes patches, updates, improvements, additions, enhancements and other modifications that may subsequently be made available to Licensee to the extent provided in an applicable Order for maintenance and support services for Commercial Licenses. Licensor makes no commitment to update, upgrade or provide support for Free Licenses. Unless otherwise provided in an Order for maintenance and support services, Licensor may determine that it will not support a particular version of Software licensed on a Commercial License basis with at least one year’s prior notice to Licensee. Acceptance and implementation of any updates and/or upgrades provided by Licensor are compulsory and may not be refused by Licensee.

ADDING STORAGE CAPACITY

Licensee shall notify Licensor of any planned increases in usable storage capacity on a Commercial License to be added to an Order before such usable storage capacity is added. Licensee shall also notify Licensor of any planned increases in usable storage capacity on a Free License where that increase will exceed the then applicable Free Tier, before such usable storage capacity is added. Licensor shall generate an Order based on such notice. Licensee shall be responsible for the Fees (at Licensor’s standard rates, if none are set forth in an Order) for such added usable storage capacity from the date of such addition regardless of whether it has notified Licensor. Licensee will provide Licensor a report of the actual usable storage capacity of the Licensee system on a quarterly basis, including a report on the new hardware introduced during the previous quarter. Licensor will “true up” accordingly the license Fees which are due on that basis and will invoice the Licensee as necessary. If a given storage device containing the Software that is licensed on a Hardware License basis is decommissioned and replaced by a new device Licensee would be required to purchase a new Hardware License for the new device.

FEES (when applicable)

This section does not apply to Orders received by the Licensor from a Third-Party (including but not limited to authorized Reseller, authorized Distributor).
Licensee shall pay to Licensor all amounts set forth in an Order in the times provided in such Order (Fees) or if no time is stated, within thirty (30) calendar days after date of an invoice issued by Licensor or a Distributor. Licensee will pay a late payment interest equal to the European Central Bank main refinancing operations rate plus ten (10) basis points per annum, on all late payment, a flat rate recovery cost in the minimum amount of €. 40 per unpaid invoice, and all other costs related to Licensor’s successful collection efforts. If Licensee fails to pay any undisputed amount when due, then in addition to assessing interest and other fees above Licensor may (a) by written notice to Licensee terminate any or all Licenses until paid; (b) suspend some or all services until paid, including maintenance and support services (including any dedicated care services); and/or (c) require reasonable payment assurances in a form satisfactory to Licensor.

TAXES (when applicable)

This section does not apply to Orders received by the Licensor from a Third-Party (including but not limited to authorized Reseller, authorized Distributor).
All amounts payable exclude all applicable value added, sales, use and other taxes and all applicable export and import fees, customs duties and similar charges. Licensee is responsible for payment of all such taxes (other than taxes based on Licensor’s income), fees, duties and charges, and any related penalties and interest, arising from the grant of the license herein and or the receipt of services from Licensor. Licensee will make all payments free and clear of and without reduction for any withholding taxes. If Licensee has an obligation to withhold any amounts Licensee will gross up the payments so that Licensor receives the amount actually quoted and invoiced. If Licensor has a legal obligation to pay or collect taxes for which Licensee is responsible under this section, the appropriate amount shall be invoiced to and paid by Licensee, unless Licensee provides Licensor with a valid tax exemption certificate authorized by the appropriate taxing authority.

DISPUTED INVOICES (when applicable)

This section does not apply to Orders received by the Licensor from a Third-Party (including but not limited to authorized Reseller, authorized Distributor).
If made in good faith, Licensee may dispute any amount owed so long as Licensee provides a written notice of the dispute by the due date of the invoice, including a detailed explanation of the basis for Licensee’s dispute, timely pays the undisputed portion of the invoice, and Licensee diligently works with Licensor to resolve the dispute. Properly disputed amounts are not subject to the interest and other late charges in the Fees section above, provided any amounts resolved to be due are paid within 15 calendar days of such determination. Licensee may not dispute more than three (3) months or 20% of all then outstanding invoices, whichever is greater; if Licensee does, then such failure to pay is a material breach of this EULA by Licensee.
Failure to dispute an invoice is not a waiver of any other rights in this EULA.

AUDIT

For the term of this EULA and all applicable Orders and one (1) year thereafter, (a) Licensee will maintain all books, records, contracts and accounts relating to its use of the Software, the receipt of Services, its payment of Fees and general compliance under this EULA and applicable Orders, and (b) Licensor will have the right, at its own expense and under reasonable conditions of time and place, to audit and copy any or all of such records; provided however, that in no event shall Licensor be permitted to engage in more than two (2) audits in any given calendar year. If any such audit discloses a breach of this EULA and applicable Orders or underpayment of any amounts by Licensee or its employees or agents, Licensee will, in addition to such other rights and remedies as may be available to Licensor as the result of such breach, pay to Licensor the reasonable cost of such audit and copying. Licensor will use information obtained from such audit only to verify and enforce Licensee’s compliance with the terms of this EULA and applicable Orders, to comply with any governmental reporting requirements and for such other purposes as required by law.

CONFIDENTIALITY

Each Party acknowledges that it may be furnished, receive or otherwise have access to information that is of a confidential, proprietary, or trade secret nature furnished or disclosed by one Party (the “Discloser”) to the other Party (the “Recipient”) under this EULA and applicable Orders, including information exchanged in contemplation of entering into this EULA and applicable Orders (Confidential Information) of the other Party in connection with this EULA and applicable Orders which shall remain the property of the Discloser. Each Party agrees that Confidential Information received from the other Party: (a) will only be used as necessary to achieve the purposes and objectives of this EULA and applicable Orders; (b) will not be disclosed to any third party without prior written approval of Discloser; (c) may only be disclosed within the receiving organization on a “need-to-know” basis to persons who have been advised of the existence of this EULA and applicable Orders and agree to be bound by its terms; and (d) will be treated with at least the same degree of care as Recipient treats its own Confidential Information, but in no event with less than a reasonable degree of care. Recipient will notify Discloser promptly of any unauthorized use or disclosure of Confidential Information and cooperate with and assist Discloser in every reasonable way to stop or minimize such unauthorized use or disclosure. Notwithstanding the above Confidential Information will not include information that: (i) is or becomes known to the public without breach of this EULA and applicable Orders by Recipient; (ii) is already known to or in the possession of Recipient at the time of disclosure; (iii) is independently developed by or for Recipient as evidenced by Recipient’s own files and records; (iv) is rightfully obtained by Recipient from a third party that was lawfully in possession of the information and had the right to disclose the same; or (v) the Parties mutually agree in writing to release from the terms of this EULA and applicable Orders. Confidential information will not be deemed to be publicly known merely because all or a portion of such information is embodied in general disclosures or because individual features and/or components (or the combination of such features and components) are or become known to the public. A Party may disclose Confidential Information to the limited extent required (a) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law or the requirements of the Securities and Exchange Commission (“SEC”) pursuant to the rules and regulations promulgated by the SEC, as well as to the New York Stock Exchange and any other regulator charged with the administration, oversight or enforcement of regulations applicable to any business conducted by Licensor, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order or otherwise maintain the confidentiality of the information to be disclosed; or (b) to establish a Party’s rights under this EULA and applicable Orders, including to make such court filings as it may be required to do.

LICENSOR WARRANTIES; REMEDY

With respect to a Commercial License, Licensor represents and warrants that the Software will conform in all material respects to the Software documentation for a period of ninety (90) days after the Software is delivered to Licensee pursuant to this EULA and applicable Orders, provided that such warranty will not apply to failures to conform to the Software documentation to the extent such failures arise, in whole or in part, from (a) any use of the Software other than in accordance with the Software documentation, (b) modification of the Software by Licensee or any third party, (c) non acceptance/implementation of any update/upgrade by Licensee, or (d) any combination of the Software with software, hardware or other technology not provided by Licensor under this EULA and applicable Orders or specified by Licensor to work with the Software. For all warranty claims made by Licensee during the warranty period, Licensor will use commercially reasonable efforts to resolve, at no charge to Licensee, any such nonconformities. This is Licensee’s sole and exclusive remedy for a breach of this warranty, except to the extent provided in an Order. LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES IN RESPECT OF FREE LICENSES.

DISCLAIMER

EXCEPT AS EXPRESSLY WARRANTED IN THIS EULA, THE SOFTWARE, AND ANY OTHER MATERIALS (INCLUDING THIRD PARTY SOFTWARE) AND/OR SERVICES PROVIDED BY LICENSOR ARE PROVIDED “AS IS” AND “WITH ALL FAULTS,” AND LICENSOR AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF QUIET ENJOYMENT, ACCURACY OF DATA, AS WELL AS ANY WARRANTIES OF MERCHANTABILITY, SYSTEM INTEGRATION, FITNESS FOR A PARTICULAR PURPOSE, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. NO WARRANTY IS MADE BY LICENSOR ON THE BASIS OF TRADE USAGE, COURSE OF DEALING OR COURSE OF TRADE. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE OR SERVICES PROVIDED UNDER THIS EULA WILL MEET LICENSEE’S REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED.

TERM AND TERMINATION

This EULA is effective on the date the first Order referencing this EULA is executed by the Parties and will terminate on the earlier of termination as provided below, or the last date the last Order term ends. A Party may terminate this EULA and applicable Orders if the other Party is in material breach of any obligation under this EULA and applicable Orders and fails to remedy such failure or breach within thirty (30) days after receipt of written notice of such breach from the non-breaching Party, including, but not limited to failure to timely pay the Fees. If this EULA and applicable Orders are terminated by either Party, or otherwise expires, then (a) within ten (10) days of the effective date of termination or the date of expiration, as applicable, Licensee will certify in writing to Licensor that the Software and all other Confidential Information in the possession of Licensee have been destroyed; (b) any License rights granted by Licensor under the applicable Order will immediately terminate as of the effective date of termination or the date of expiration, as applicable; (c) Licensee will promptly pay all unpaid amounts accrued under the terminated or expired Order; (d) each Party shall return or destroy all Confidential Information of the other Party in its possession; and (e) Licensor will have no further responsibility or liability thereunder as of the effective date of termination or the date of expiration, as applicable. Notwithstanding the above, unless the term was terminated for Licensee’s material breach, Hardware Licenses shall continue solely for the licensed devices in the amount of licensed usable storage capacity. Notwithstanding the above, a Free License may be terminated at any time by Licensor, with notice (email suffices) to Licensee.

INDEMNITY

With respect to Commercial Licenses Licensor shall defend, indemnify, and hold Licensee harmless against all costs and reasonable expenses (including reasonable attorneys’ fees), damages, and liabilities awarded to a third party arising out of any claim by a third party that the Software as delivered by Licensor infringes or misappropriates, as applicable, any U.S. or French patent issued as of the effective date of the applicable Order, or any copyrights or trade secrets under applicable laws of any jurisdiction within the United States or within France. Notwithstanding the foregoing, Licensor shall have no obligation or liability to the extent that the alleged infringement arises from (1) the combination, operation, or use of the Software with products, services, information, materials, technologies, business methods or processes not furnished by Licensor or specified in the Software documentation; (2) modifications to the Software, which modifications are not made by Licensor; (3) failure to use updates to the Software provided by Licensor; (4) misuse of the Software or use of the Software except in accordance with the Software documentation; or (5) breach of confidentially provisions herein (circumstances under the foregoing clauses (1), (2), (3), (4), and (5), collectively, “Licensee Indemnity Responsibilities”). Upon the occurrence of any claim for which indemnity is or may be due by Licensor, or in the event that Licensor believes that such a claim is likely, Licensor may, at its option (i) appropriately modify the Software so that it becomes non-infringing, or substitute functionally equivalent software or services; (ii) obtain a license to the applicable third-party intellectual property rights; or (iii) terminate this EULA and applicable Orders on written notice to Licensee and refund to Licensee any unused prepaid license Fees under the then current Order Term(s). The obligations set forth in this section constitute Licensor’s entire liability and Licensee’s sole remedy for any actual or alleged infringement or misappropriation.
Licensee shall indemnify, hold harmless, and defend Licensor from and against all losses, expenses (including reasonable attorneys’ fees), damages, and liabilities awarded to a third party resulting from a claim by a third party arising from or in connection with the Licensee Indemnity Responsibilities.
Each party (as the indemnitee) agrees to give the other Party (as the indemnitor) (a) prompt written notice of such claim; (b) sole authority to control and direct the defense and/or settlement of such claim; and (c) such information and assistance as may reasonably be requested, at the indemnitor’s expense, in connection with such defense and/or settlement. Notwithstanding the foregoing, the indemnitor shall not settle any third-party claim unless such settlement completely and forever releases the indemnitee with respect thereto or unless the indemnitee provides its prior written consent to such settlement. The indemnitee may participate in such defense at its own expense by counsel of its choice. For the avoidance of doubt, Licensor does not agree and will not indemnify Licensee in respect of any Free License.

LIMIT OF LIABILITY

With respect to Commercial Licenses Licensor will be liable to Licensee (or any affiliate of Licensee) only for the amount of Licensee’s actual direct damages, not to exceed (in the aggregate for all claims) the amount paid by Licensee to Licensor for the specifically deployed Software that caused the liability and is the subject of the claim. For the avoidance of doubt, Licensor will not be liable in damages for any claim arising from any use of a Free License by Licensee; Licensee’s sole and exclusive remedy for any claim relating to a Free License is to terminate use of the Software licensed under the Free License. In no event will Licensor’s aggregate liability for all claims arising under or relating to any single Order exceed the total amount paid to Licensor by Licensee pursuant to such Order for the twelve (12) months prior to month in which the event giving rise to liability occurred under such Order. EXCEPT WITH RESPECT TO (A) BREACHES OF LICENSEE’S OBLIGATIONS SET FORTH IN THE SECTION “CONFIDENTIALITY” AND THE SECTION “INDEMNITY”; AND (B) DAMAGES ATTRIBUTABLE TO LICENSEE’S MISAPPROPRIATION, VIOLATION OR INFRINGEMENT OF LICENSOR’S INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT WILL EITHER PARTY, OR LICENSOR’S SUPPLIERS, BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOST PROFITS, DAMAGES RESULTING FROM LOSS OF DATA, SECURITY BREACH, PROPERTY DAMAGE, LOST REVENUE, LOST SAVINGS OR LOSS OF BUSINESS) ARISING OUT OF OR IN CONNECTION WITH THIS EULA, THE PERFORMANCE OF THE SOFTWARE OR LICENSOR’S PERFORMANCE OF SERVICES OR OF ANY OTHER OBLIGATIONS RELATING TO THIS EULA, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The limitations of liability set forth in this Section will survive and apply notwithstanding the failure of any limited or exclusive remedy for breach of warranty set forth in this EULA and applicable Orders.

APPLICABLE LAW

For End-users based in the United States of America :
This EULA and all Orders will be governed by the laws of the United States and the State of California, without regard to any provision of law that would require or permit the application of the substantive law of any other jurisdiction. Those ARTESCA License and support Terms & Conditions and all Orders will not be subject to (a) the United Nations Convention on Contracts for the International Sale of Goods; or (b) any version of the Uniform Computer Information Transactions Act (UCITA) as it is, or may be, adopted in any state. The Parties hereby irrevocably consent to the exclusive personal jurisdiction and venue of the federal and state courts located in the State of California, including in case of claim from third parties. The Parties expressly waive any right to a trial by jury in any claim between them, whether arising hereunder, or in tort or under applicable statutory or regulatory law.

For End-users based in other regions (ROW) :
This EULA and all Orders will be governed by the laws of France, without regard to any provision of law that would require or permit the application of the substantive law of any other jurisdiction. Those ARTESCA License and support Terms & Conditions and all Orders will not be subject to the United Nations Convention on Contracts for the International Sale of Goods; or any other Law/regulation, as it may be adopted in any other jurisdiction. The Parties hereby irrevocably consent to the exclusive jurisdiction of the Paris Courts, including in case of claim from third parties. The Parties expressly waive any right to a trial by jury in any claim between them, whether arising hereunder, or in tort or under applicable statutory or regulatory law.

COMPLIANCE WITH LAWS

Each Party will perform its obligations and exercise its rights in a manner that complies with all applicable laws. Licensee covenants to obtain all permits, licenses and other consents necessary for the installation, importation, use and exercise of other rights granted to it herein.

PERSONAL DATA PROTECTION

In the course of its activity, Licensor may be required to collect and process or sub-process the personal data of the Licensee or the Licensee’s customers (hereafter referred to as the “Users”).
Licensor attaches particular importance to the respect for the privacy of the Users and of the confidentiality of their personal data, and is thus committed to processing or sub-processing the data in compliance with the applicable laws and regulations, and in particular Law No. 78-17 of 6 January 1978 relating to Information Technology, Data Files and Civil Liberties, and Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (hereafter referred to as the “GDPR”).

PRODUCT USAGE DATA

Licensor may collect and analyze data regarding Licensee’s use of the Software, excluding any personal data (“Product Usage Data”). Licensor may use this information for its own business purposes, including to maintain, operate, and improve the Software, monitor and analyse activities in connection with the Software, as well as to create anonymized statistics for Licensor’s own marketing purposes or improve Licensee’s journey. Collected Licensor metrics include amongst others Bandwidth, IOPS, Latencies, Log files (which are only collected when the global all logs or PluginOpt scality_ctdb.logs are enabled). To access the full list of Collected Scality metrics click on the following link. Licensor will implement reasonable technical and organizational safeguards designed to protect Product Usage Data against unauthorized loss, destruction, alteration, access, or disclosure, and Licensor will not access or use Product Usage Data except as necessary to achieve aforementioned goals.

GENERAL

This EULA, and each Order constitute the entire agreement between the Parties and supersedes all other prior or contemporaneous communications between the Parties (whether written or oral) relating to the subject matter of this EULA and applicable Orders. This EULA and all Orders may be modified or amended solely in a writing signed by both Parties. Licensee may not assign or otherwise transfer any right or obligation set forth in this EULA or any Order without Licensor’s prior written consent, which consent shall not be unreasonably delayed, conditioned or withheld. Any purported assignment in violation of the preceding sentence will be void. This EULA and all Orders will be binding upon the Parties’ respective successors and permitted assigns. This EULA and each order have been mutually negotiated and are deemed to have been prepared at arm’s length at the joint direction and construction of the Parties and is to be interpreted in accordance with its terms without favor to either Party. Any notice hereunder will be in writing and sent by electronic mail, provided any notice the failure to respond to of which would result in a termination of this EULA or an Order will be delivered by reliable overnight courier, signature required. Notices shall be in English and will be deemed given on the earlier of the date of actual receipt without rejection by an email system, or the date recorded as delivered by the overnight courier. All notices will be sent to the other Party at its address as set forth in the Order. Each party consents to receive communications from the other electronically. The Parties agree that all agreements, notices, disclosures and other communications that are provided electronically satisfy any legal requirement that such communications be in writing. The provisions of this EULA and applicable Orders will be deemed severable, and the unenforceability of any one or more provisions will not affect the enforceability of any other provisions. In addition, if any provision of this EULA and applicable Orders, for any reason, is declared to be unenforceable, the Parties will substitute an enforceable provision that, to the maximum extent possible under applicable law, preserves the original intentions and economic positions of the Parties. No failure or delay by a Party in exercising any right, power or remedy will operate as a waiver of that right, power or remedy, and no waiver will be effective unless it is in writing and signed by the waiving Party. If a Party waives any right, power or remedy, the waiver will not waive any successive or other right, power or remedy the Party may have under this EULA and applicable Orders. This EULA and applicable Orders do not confer any benefit, right or privilege in any person or entity not a party to this EULA and applicable Orders. Licensee grants Licensor the right to (a) identify Licensee as a customer of Licensor, and (b) use Licensee’s name, mark and/or logo on Licensor’s website and/or in Licensor marketing materials. Except for the obligations related to Confidential Information, License rights and restrictions, and payment, neither Party is responsible for any failure to comply with the terms of this EULA and applicable Orders or any Order where the failure or delay is due to causes beyond the reasonable control of the Party. The relationship established by this EULA and applicable Orders is solely that of a licensor and licensee, and each Party will act at all times as an independent party for its own account. Neither Party may represent or hold itself out as an agent or representative of the other. Neither Party has any authority to, and is expressly prohibited from, creating or assuming any obligation on behalf of the other, and from otherwise making or extending any representation, warranty, guarantee or other commitment for or on behalf of the other. The terms set forth in the sections entitled LIMITATIONS, OTHER RESTRICTIONS, FEES (to the extent not paid at the end of the Term), AUDIT (for the period stated), CONFIDENTIALITY, DISCLAIMER, TERM AND TERMINATION, INDEMNITY, LIMIT OF LIABILITY, APPLICABLE LAW, COMPLIANCE WITH LAWS and GENERAL survive any termination or expiration of this EULA and applicable Orders.

Licensee:	Licensor: Scality Group
Signature:	Signature:
Name:	Name:
Title:	Title:
Signature date:	Signature date:

EXHIBIT 1

SCALITY MAINTENANCE AND SUPPORT SERVICES
TERMS AND CONDITIONS (M&S Terms)

These M&S Terms are made under an Order between the Licensee and Licensor that incorporates an End User Software License Agreement (EULA) and describe the level of standard maintenance and support (M&S) services provided by Licensor as to the Software identified in the Order for M&S services. Capitalized terms not defined here are defined in the EULA and incorporated herein.
In consideration of payment of the Fees in the applicable Order for M&S services, and provided Licensee is not in breach of the EULA or any Order, Licensor agrees, during the term of the Order for M&S services, as follows:

SOFTWARE ERROR CORRECTIONS

Licensor will use commercially reasonable efforts to adapt, reconfigure or reprogram the Software, as applicable, to correct any material nonconformity of the Software with the Software documentation (Error(s)) reported to Licensor by Licensee, in a reasonable time in light of the severity of the Error, provided that if such Error is the result of errors or misstatements in the Software documentation, Licensor may correct such non-conformity by amending the Software documentation (Error Correction).

WORKAROUND

If Licensor is unable to complete an Error Correction, Licensor will use commercially reasonable efforts within a reasonable time in light of the severity of the Errors, to develop procedures or routines which, when employed in the regular operation of, or access to, the Software, will avoid or substantially diminish the practical adverse effects of the relevant Errors (Workaround).

SOFTWARE UPDATES AND UPGRADES

Licensor may develop modifications to the Software that (a) are minor improvements or augmentations and do not introduce material new functionality (Updates) or (b) additional features or functions, or substantial and material improvements with respect to the utility and efficiency of the Software or that add new features or functionality to the Software, and which are not marketed by Licensor as a separate module, product and/or service (Upgrades). Licensee is entitled to all Updates/Upgrades during the term of an M&S services Order for the Software identified therein. Licensor may charge additional fees for Upgrades to the extent Licensor generally imposes such an Upgrade fee on similarly situated customers. Updates/Upgrades must be installed by Licensee within a reasonable time, not to exceed 30 days, after Licensee is informed that such release is available. If Licensee fails to install such updates/upgrades, all warranties, indemnities and/or rights to service level credits shall be suspended, and Licensor is not liable for any security issue or maintenance related to such issue that was remediated in such release, until the failing upgrade/update is made. Licensor may provide Upgrades that resolve Errors and designate prior releases as end of life. Licensor shall not be required to support Software beyond its stated end of life period, provided that no version of Software under a then unexpired Order for M&S services shall have an end of life for Licensee prior to the end of the term for such Order for M&S services. All Updates and Upgrades constitute Software under the EULA.

TECHNICAL SUPPORT

Licensor will provide the following levels of technical support to the Licensee. Technical support is only provided for the production instance (i.e. not lab, test, preview or other non in-production environments) of the Software.

Severity Levels.

Priority Category^[1]	Access Method	Response Time^[2]	Target Service Restoration^[3]
Priority 1	Phone^[4]	15 minutes (24×7)	2 hours
Priority 2	Ticketing	4 business hours	3 business days
Priority 3	Ticketing	3 business days	N/A
Service and/or Information Request	Ticketing	As can be accommodated	N/A

[1] “Priority 1” means an Error that results in data residing on a storage volume managed by the Software being Unavailable, where “Unavailable” means that the data is not returned upon request, where such Unavailable condition arises solely as a result of the Error in the Software..
“Priority 2” means that despite data on a storage volume managed by the Software being available, the Software is malfunctioning in a manner that seriously degrades the performance of the Software or the availability of material functionality exposed by the Software.
“Priority 3” means all other Errors (including but not limited to loss of redundancy)
[2] Business hours and business days are defined as “normal business hours” within the time zone of the Customer (e.g., 9am to 5 pm, Monday through Friday, with the exclusion of bank holidays in such time zone). “Response Time” means that Licensor gives Licensee an acknowledgment of receipt of the notice regarding the issue.
[3] This is the period of time that Licensor targets to either have an Error Correction or a Workaround available to Licensee. Licensor does not guarantee an actual Error Correction or a Workaround in this time frame and provides no credits or other rights to damages or claims for Licensee under these M&S Terms. Licensee may purchase Dedicated Care Service plans that provide levels of guaranteed performance and credits.
[4] Licensor’s telephone Priority 1 support numbers are currently available on Licensor’s website, Scality.com. If such numbers later are not made public, they will be provided to Licensee separately and may not be disclosed or shared without Licensor’s written permission.

CONDITIONS

Licensee is responsible for identifying all Software and hardware and the Software environment operating system as of the beginning of the M&S services (Supported Platform). If the Supported Platform information has not been communicated to Licensor and is not kept up-to-date by Licensee in communications to Licensor during term of the M&S services, Licensor will not be responsible for failure to provide M&S services to the extent such failure arose from lack of up-to-date Licensee contact information. Unless an Order specifically provides otherwise, or Licensor otherwise consents in writing, Licensee must use Licensor’s identified phone numbers and trouble ticket system (https://support.scality.com) for the technical support provisions to apply. Licensee shall cooperate with Licensor and provide Licensor access to Licensee personnel and resources as Licensor may reasonably require in order to provide technical support, which may include access through the Internet, VPN, remote desktop or other remote help technology, access to Licensee facilities, and/or access to, and assistance of, qualified Licensee personnel. Licensor is excused from any non-performance of M&S services to the extent any such non-performance is attributable to Licensee’s failure to meet these conditions.

EXCEPTIONS

Licensor shall have no obligation to provide technical support with respect to any Errors resulting from (i) misuse of the Software; (ii) modification of the Software by Licensee or any third party, except as expressly permitted in writing by Licensor; (iii) any combination or integration of the Software with hardware, Software and/or technology not identified by Licensor in the Software documentation, the Order, or other agreement between the parties, as compatible with the Software; (iv) Third Party Software, monitoring, or other applications which have not been certified for implementation by Licensor at the Licensee site; (v) continued support requests for issues where Licensor has provided an Update or Upgrade which has not been implemented by the Licensee; (vi) implementation of the Software on platforms other than Supported Platforms. Licensor is not required to provide technical support to the extent the provision thereof might reasonably be expected to jeopardize or harm Licensor’s rights in any intellectual property, or reveal trade secrets or other proprietary information of Licensor not generally available to the public or to end users of the Software.

OPTIONAL ALERTING

Licensor offers a remote monitoring/alerting service (Alerting Service) to Licensee as part of technical support, depending on the Software that is licensed, the Supported Platform capabilities, and Licensee’s configuration of its environment. Alerts sent by the Alerting Service do not constitute notice to Licensor of a technical support request. Licensee acknowledges that Licensee may not receive automated notices of important system events that might signal impending Errors.

FEES; TERM; RENEWAL (when applicable)

This section does not apply to Orders received by the Licensor from a Third-Party (including but not limited to authorized Reseller, authorized Distributor).
M&S services under an Order are not terminable (except as expressly stated below) for the term stated in the Order and are not refundable. The M&S service term commences on the Order for M&S services is executed by Licensor and Licensee (Effective Date) and shall continue in effect for a period stated in such Order or if not stated one (1) year. All Fees shall be paid in advance, annually, in accordance with the Order, or if no time for payment is stated in the Order, within thirty (30) calendar days after an invoice is issued by Licensor. The M&S services term shall automatically renew for successive one (1)-year terms (Renewal Term) unless either Licensee or Licensor provides written notice of its intent not to renew to the other party at least sixty (60) days prior to the end of the then-current initial term or Renewal Term. Licensor shall have the option to modify the rates and prices for M&S services in any Renewal Term by notifying Licensee of such new rates and prices at least ninety (90) days prior to the commencement of such Renewal Term.

LAPSE

If Licensee does not continue annual M&S services for specified Software, and later desires to re-commence M&S services, Licensee shall be required to pay for all periods during the lapse to reinstate the M&S services.

LICENSOR COMMUNICATIONS

Licensee shall identify a primary point of contact with Licensor to receive notices and information from Licensor regarding M&S services and keep such contact information up to date. Licensee expressly agrees to receive Licensor notices electronically, and such notices will be deemed received when sent to the then last known contact address, unless Licensor receives a rejection notice from the Licensee’s server. Licensor may establish one or more forms of communication channels for Licensee to receive such notices.

EULA TERMINATION

Upon any early termination of the EULA for breach of the EULA by Licensor, all Orders for M&S services related to the Software under the terminated EULA shall also terminate, and Licensor shall refund to Licensee the prorated, prepaid unused amount of M&S services. When applicable, except for the prior sentence, all Fees for M&S services are non-refundable and no credit or rebate shall be payable to Licensee upon any termination hereof.

EXHIBIT 2

SCALE CARE SERVICE SUPPLEMENTAL TERMS (Scale Care Services Terms)

These Scale Care Services Terms are provided under an applicable Order between the Licensee and Licensor that incorporates an End User Software License Agreement (EULA) and are supplemental to an Order for Scality Maintenance and Support Services (M&S Terms), which is required to support these Scale Care Services Terms. Capitalized terms not defined here are defined in the EULA or in the M&S Terms and incorporated herein.

Scale Care Services are optional maintenance and support services (above standard M&S services) and are only provided under an executed Order between Licensor and the applicable licensee as to the Software identified in the Order for one of either Business Scale Care, Enterprise Scale Care or Secure Site Care, and for a specified RING Environment.
In consideration of payment of the Fees in the applicable Order for these Scale Care Services Terms, and provided Licensee is not in breach of the EULA, the M&S Terms, or any Order, Licensor agrees, during the term of the Order for Scale Care Services, as follows:

Business Scale Care

If the Order for Scale Care Services designates Business Scale Care, the additional Business Scale Care services include the following:

Assistance with RING Upgrade. Licensor will assist the Licensee with RING software version upgrades that Licensor determines are necessary or required upgrades.
Assistance with adding existing connectors to the same environment. Licensor will assist Licensee with adding Connectors of the same type and servicing the same use case as Connectors already deployed in the Licensee’s environment, as Licensor judges necessary.
Meetings and Reporting. At Licensee’s request Licensor will conduct a quarterly review with the Licensee, and provide a quarterly predefined report including ticket review and system health check following the review.
Dashboard and Notifications. Licensor will monitor a predefined core set of Metrics (as determined by Licensor) on the cloud and give Licensee access to a Standard Dashboard for local notifications (1 channel configured on Licensor’s system).
Preventive detection of Incidents. Licensor will monitor Licensee’s platform via the Alerting System (as defined in the M&S Terms) and will take any of the following actions in order to attempt to prevent P1 events, as defined in the M&S Terms: open tickets on behalf of Licensee, initiate calls with Licensee, internal escalation to the relevant team.
Communication Channels. Licensee will use the Access Methods as defined in the Service Levels section of the M&S Terms for each Service Priority Category.
Service Levels. Subject to the CONDITIONS and EXCEPTIONS below, only in respect of active, in production use of the Software, Licensor shall acknowledge each properly submitted technical support requests as set forth below. Priority Categories are defined in M&S Terms.

Service Priority Category	Response Time
P1	15 min (24×7)
P2	4 Business Hours
P3	2 Business Days
Service Request	3 Business Days

* Licensor will prioritize the planning and execution of the requested Service.

1. Service Level Credits. Licensor will provide Licensee with the following Service Level Credits for failure to meet the Response Time Service Levels, subject to the CONDITIONS, EXCEPTIONS and SERVICE LEVEL CREDITS LIMITATIONS at the end of these Scale Care Service Supplemental Terms, only in respect of active, in production use of the Software, as follows:

2. Response Time Service Level Credit. 500 USD / 500 EUR / 50,000 JPY

3. Restoration efforts.</strong >Licensor will target the following restoration efforts:

Service Priority Category	Response Time
P1	2 hours (24×7)
P2	3 Business Hours
P3	as can be accommodated
Service Request	Prioritized*

* Licensor will prioritize the planning and execution of the requested Service.

4. Annual Product Roadmap Presentation. </strong >Licensor will provide, on an annual basis, a presentation of planned evolutions and improvement of Licensor’s products (the Product Roadmap Presentation). This presentation may be provided to multiple customers at one time, via videoconferencing, and may be pre-recorded.

Enterprise Scale Care

Enterprise Scale Care includes the following additional support services:

Assistance with RING Upgrade. Licensor will assist the Licensee with RING software version upgrades that Licensor determines are necessary or required upgrades.
Assistance with adding existing connectors to the same environment. Licensor will assist Licensee with adding Connectors of the same type and servicing the same Use Case as Connectors already deployed in the Licensee’s environment, as Licensor judges necessary.
Assistance with RING Expansion. Licensor will assist the Licensee with RING Expansion that Licensor determines is necessary.
Assistance with up to one (1) Installation of a Testing Environment. A testing environment is a non-production environment used by Licensee. The testing environment cannot be used for pre-production system that will eventually be used in production. For clarity, the Installation of a testing environment does not include the OS installation.
Additional Service Days. Licensor will deliver up to five (5) Services Days, as requested by Licensee, during Licensor Business Days and Hours.
Advanced Operations Training. Licensor will deliver one (1) Advanced Operations Training as described in the Licensor’s catalog.
Meetings and Reporting. Licensor will conduct a fifteen (15) minute weekly standup meeting, quarterly reviews and one (1) annual workshop with the Licensee and provide a quarterly custom report following the review, in each case, at Licensee’s request. The theme and topics addressed in the quarterly custom reports and during the annual workshop shall be discussed and agreed upon between the Licensee and Licensor and may include ticket review, health check, review of the relevant tech bulletins, assessment and planning of change operations, recommendations. All meetings and workshops above may be provided remotely or in person, as determined by Licensor.
Dashboard and Notifications. Licensor will monitor an expanded set of Metrics (as determined by Licensor) for cloud monitoring and give Licensee access to an expanded set of local notifications.
Preventive detection of Incidents. Licensor shall monitor Licensee’s platform via the Alerting System (as defined in the M&S Terms), will receive automatic notifications and will take any of the following actions in order to attempt to prevent issues: open tickets on behalf of Licensee, initiate calls with Licensee. For P1 Events, the actions will include internal escalation to the relevant team.
Designated Engineer. Licensor will assign one Designated Engineer (Designated Engineer) that will be the designated point of contact and designated resource for Licensee. For clarity, Designated Engineers will be assigned to Licensee and other customers.
Communication Channels. Licensee will use the Access Methods as defined in the Service Levels section of the M&S Terms and the following additional communication channels: Slack channel, Emails to Designated Engineer. Licensee will have access to Scality Experts through an Annual Workshop on demand to discuss, for instance, new use cases.
Service Levels. Subject to the CONDITIONS and EXCEPTIONS below, only in respect of active, in production use of the Software, Licensor will meet the following Service Levels.
(a) Response Time. Subject to the CONDITIONS and EXCEPTIONS below, only in respect of active, in production use of the Software, Licensor shall acknowledge each properly submitted technical support requests as set forth below. Priority Categories are defined in M&S Terms.

Service Priority Category	Response Time
P1	15 min (24×7)
P2	4 Business Hours
P3	1 Business Days
Service Request	1 Business Days
LAB/Test Support	3 Business Days

* Licensor will prioritize the planning and execution of the requested Service.

a. Availability. The Software shall be Available 100% of the time in a given calendar quarter (where Available means that the Software is not Unavailable as defined in the P1 definition in the M&S Terms).

b. Durability/No Data Loss Guaranty. So long as the Licensee’s environment is configured in accordance with Licensor requirements, and subject to the modifications below, Licensee shall not experience a Data Loss Event.

In the above service level, a “Data Loss Event” is an event where a request is made by an end user to the Licensee’s RING cluster, and the RING cluster cannot return the data associated with that request that was originally stored, provided that in determining whether there is a Data Loss Event:

The data loss must impact at the end user data or user designated (not automated) meta data
The data loss must be due to failure of the Licensor’s software or a limited number of hardware failures less than specified for the least protected hardware scheme set forth in the Order for Enterprise Scale Care.
Licensee’s system must be run with at least the amount of free capacity specified by Licensor
Licensee must operate at least 6 storage nodes in production
Eventual reconstruction or recovery of data in commercially reasonable timeframe shall not constitute a Data Loss Event
Data Loss Events arising from the same failure count as one Data Loss Event, regardless of the number of data objects not returned and even if the data loss is not discovered until some future time
Data lost in the RING where the object was originally created will not be a Data Loss Event if that data is accessible in any Licensee RING infrastructure
Data that has been damaged, exfiltrated or otherwise lost by misuse, third-party criminal or other unauthorized acts of third parties is not a Data Loss Event hereunder, provided that such data loss is not the direct result of a Licensor (not third-party) software code vulnerability

Service Level Credits. Licensor will provide Licensee with the following Service Level Credits for failure to meet the Response Time Service Levels, Availability Service Level and Durability/No Data Loss Guaranty Service Level, subject to the CONDITIONS, EXCEPTIONS and SERVICE LEVEL CREDITS LIMITATIONS at the end of these Scale Care Service Supplemental Terms, only in respect of active, in production use of the Software, as follows:

Response Time Service Level Credit. 500 USD / 500 EUR / 50,000 JPY

Availability Service Level Credit. 10,000 USD / 10,000 EUR / 1,000,000 JPY

Durability/No Data Loss Guaranty Service Level Credit. Should a Software cluster fail to meet the Durability/No Data Loss Guaranty Service Level, and if Licensor fails to resolve such issue within the Target Service Restoration period stated in the M&S Terms, Licensee will be entitled to a Service Level Credit equal to 10,000 USD / 10,000 EUR / 1,000,000 JPY.

Restoration efforts. Licensor will target the following restoration efforts:

Service Priority Category	Response Time
P1	2 hours (24×7)
P2	3 Business Days
P3	as can be accommodated
Service Request	Prioritized*

* Licensor will prioritize the planning and execution of the requested Service.

Annual Product Roadmap Presentation. Licensor will provide, on an annual basis, a presentation of planned evolutions and improvement of Licensor’s products (the Product Roadmap Presentation). This presentation may be provided to multiple customers at one time, via videoconferencing, and may be pre-recorded.
Cooperation with third-parties. Licensor will use commercially reasonable efforts to cooperate and work on troubleshooting with third-party providers, as Licensor judges necessary.

Secure Site Care

Secure Site Care includes the following additional support services:

1. Assistance with RING Upgrade. Licensee’s will assist the Licensor with RING software version upgrades that Licensee judge necessary.
2. Assistance with adding existing connectors to the same environment. Licensor will assist Licensee with adding Connectors of the same type and servicing the same Use Case as Connectors already deployed in the Licensee’s environment, as Licensor judges necessary.
3. Assistance with RING Expansion. Licensee’s will assist the Licensor with RING Expansion that Licensee judge necessary.
4. Assistance with up to one (1) Installation of a Testing Environment. A testing environment is a non-production environment used by Licensee. The testing environment cannot be used for pre-production system that will eventually be used in production. For clarity, the Installation of a testing environment does not include the OS installation.
5. Advanced Operations Training. Licensor will deliver one (1) Advanced Operations Training as described in the Licensor’s catalog.
6. Meetings and Reporting. Licensor will conduct a fifteen (15) minute weekly standup meeting, quarterly reviews and one (1) annual workshop with the Licensee and provide a quarterly report following the review, in each case, at Licensee’s request. The theme and topics addressed in the quarterly custom reports and during the annual workshop shall be discussed and agreed upon between the Licensee and Licensor and may include ticket review, health check, review of the relevant tech bulletins, assessment and planning of change operations, recommendations. All meetings and workshops above may be provided remotely or in person, as determined by Licensor.
7. Dashboard and Notification. Licensor will give Licensee access to an expanded set of Metrics (as determined by Licensor) and to a standard set of local notifications.
8. Designated Engineer. Licensor will assign one Designated Engineer (Designated Engineer) that will be the designated point of contact and designated resource for Licensee. For clarity, Designated Engineers will be assigned to Licensee and other customers.
9. Communication Channels. Licensee will use the Access Methods as defined in the Service Levels section of the M&S T&Cs and the following additional communication channels: Slack channel, Emails to Designated Engineer. Licensee will have access to Scality Experts through an Annual Workshop on demand to discuss, for instance, new use cases.
10. Onsite presence. Licensee may request onsite planned intervention(s) (Onsite Planned Intervention) for up to 2 weeks. Onsite Planned Interventions will be discussed and planned between Licensor and Licensee typically 8 (eight) weeks in advance. Licensee may request onsite intervention(s) (Onsite Ad-hoc Intervention) for up to 3 days. Onsite Ad-hoc Intervention will be discussed and planned between Licensor and Licensee typically 20 (twenty) days in advance. Onsite Planned and Onsite ad-hoc Interventions may be used in non-consecutive days, as discussed and agreed between Licensor and Licensee.
11. Service Levels. Subject to the CONDITIONS and EXCEPTIONS below, only in respect of active, in production use of the Software, Licensor shall acknowledge each properly submitted technical support requests as set forth below. Priority Categories are defined in M&S Terms.

Service Priority Category	Response Time
P1	15 min (24×7)
P2	4 Business Hours
P3	1 Business Days
Service Request	1 Business Days
LAB/Test Support	3 Business Days

12. Service Level Credits. Licensor will provide Licensee with the following Service Level Credits for failure to meet the Response Time Service Levels, subject to the CONDITIONS, EXCEPTIONS and SERVICE LEVEL CREDITS LIMITATIONS at the end of these Scale Care Service Supplemental Terms, only in respect of active, in production use of the Software, as follows:
Response Time Service Level Credit. 500 USD / 500 EUR / 50,000 JPY
13. Restoration efforts. Licensor will target the following restoration efforts:

Service Priority Category	Restoration Time
P1	2 hours (24×7)
P2	3 Business Days
P3	as can be accommodated
Service Request	Prioritized*

* Licensor will prioritize the planning and execution of the requested Service.

14. Annual Product Roadmap Presentation. Licensor will provide, on an annual basis, a presentation of planned evolutions and improvement of Licensor’s products (the Product Roadmap Presentation). This presentation may be provided to multiple customers at one time, via videoconferencing, and may be pre-recorded.
15. Cooperation with third-parties. Licensor will use commercially reasonable efforts to cooperate and work on troubleshooting with third-party providers, as Licensor judges necessary.

GENERAL PROVISIONS

Unless expressly stated otherwise, Services included in Business Scale Care, Enterprise Scale Care and Secure Site Care offers will be provided during Licensor Business Days and Hours. Licensor Business Days and Hours as referred to in these Scale Care Services Terms are local working (i.e. non holiday, non-weekend) days and hours in the country the Resource of Licensor works from. If no local working days and hours are otherwise stated then working days and hours are Monday through Friday (excluding government recognized holidays), 9am to 5pm, local time.
For Enterprise Scale Care and Secure Site Care, included Services listed above might be delivered outside of Licensor Business Days and Hours as determined by Licensor. Each day (or portion thereof) of Services provided outside of Licensor Business Days and Hours needs to be approved by Licensor and shall count with a factor 2 against the Services included or Service Days ordered separately.
Service Level Credits shall be applied as credits only against the following Renewal Term M&S services and/or Scale Care Service fees and shall not be paid out, provided that if Licensee does not renew any M&S services (and/or any DCS services), then the net credit due from Licensor shall be paid to Licensee within 45 days of the end of M&S/DCS services.
Service level credits shall be treated as liquidated damages and Licensee is not entitled to any other damages of any kind in respect of the event that gave rise to entitlement to a credit (i.e. no consequential or other contractual damages are permitted related to application of a Service Level Credit).

ADDITIONAL TERMINATION RIGHT

If the Software is not Available for at least 99% in a calendar quarter period, Licensee’s sole and exclusive remedy shall be to terminate that portion of the Order for Scale Care Services for the Software that failed to meet that standard by giving written notice of such election not later than 30 days after the end of the calendar quarter in which such failure occurred.

If timely notice of a termination right above is given to Licensor, Licensor shall refund Licensee any prepaid, pro-rated unused fees for such Scale Care Services, which refund is the sole and exclusive remedy related to such breach of the service level obligations herein.

CONDITIONS

All Service Levels and Service Level Credits and Termination rights are conditioned on the following (i.e. if all of the conditions are not met, then no Service Level Credits shall be due to the Licensee due to a failure to meet the Service Levels and Licensee shall not be entitled to terminate any Order):

Service level credits will only be payable after (a) Licensor has received Licensee’s final root cause analysis report (RCA Report), which such RCA Report shall not be abridged or redacted, and (b) Licensee and Licensor have discussed the RCA Report and agreed upon the conclusions therein. The RCA Report and discussions thereon are Confidential Information of Licensee, provided however that to the extent the RCA Report and/or discussions include identification of Licensor caused issues or failures, such discussions of Licensor caused issues or failures shall be deemed joint Confidential Information of Licensee and Licensor. Licensee must maintain log files and other data sufficient to create a reasonably supported RCA Report. In general, that means that all log files are available for at least 5 days before and 14 days after the event giving rise to a service level breach.
Service levels provided as part of Scale Care Services apply at the cluster level, separately for each functional cluster (i.e., all servers in the same RING instance of the Software). Service levels do not apply at the server level (e.g., a store node being down does not impact the service level).
The Software must have been accepted and not subject to any right to reject (for example, during a test acceptance period) even if in production.
Licensee must not be in default of any obligation to Licensor under any agreement, Order, EULA or Scale Care Services Terms, and all fees must have been paid for the applicable Scale Care Services.
Licensee must make qualified, competent resources available to take all reasonable actions requested by Licensor, including but not limited to server reboots within 1 hour of Licensor’s request.
The Licensee employees operating the platform have received at least standard operational training from Licensor on the Software operation. Licensor may require that Licensee also appoint qualified personnel to take advanced operational training to support a Scale Care Services Order (if Licensor requires this it will provide such advanced operational training as part of Scale Care Services services).
The failure is not the consequence of a misconfiguration of the Software or other error or negligence of Licensee or its agents or contractors.
In a P1 event, Licensor must not be unduly prevented from applying changes to the functional cluster configuration by Licensee’s delay or refusal to authorize/consent, it being understood that when on a call with Licensee, Licensor will be authorized to make changes unless the Licensee personnel expressly state otherwise.
Licensee maintains the redundancy level specified by Licensor in the Architecture Document.
Licensee has installed all Updates (and Upgrades that Licensor provides without additional charge) and has done all configuration changes promptly within reasonable time after they are made available by Licensor.
No software or operating systems other than those approved by Licensor are running on the servers comprised in the cluster.
Licensor resources have, through the Internet, on demand access to production servers operating the Software on a 24 x 7×365 basis, or if not provided such access, then the time until such access is provided shall not be counted against Licensor in calculating the service credit.
Licensee allows Licensor to audit the installed Software to obtain such information as may be reasonably necessary to verify the failure to comply with a Service Level, such audit to be performed remotely, if remote access is possible, and otherwise on-site; provided that if such audit is to be performed on-site, then Licensor will provide reasonable advance notice of same, and such audit shall occur during Business Days and Hours. Any internal cost incurred by each Party or by any Licensor’s Authorized Reseller or Licensor’s Authorized Partner that are approved and are part of the procurement process for the Order (including but not limited to travel expenses or time spent for one Party’s employees or usual contractors) shall be covered by each Party. Licensor shall pay for any external expenses of such an audit.
The event giving rise to the service level breach did not arise as a result criminal or unauthorized acts of third parties, or failures of third-party software or hardware not reasonably within the control of Licensee and Licensor, provided that such service level breach is not the direct result of a Licensor (not third-party) software code vulnerability or error.

EXCEPTIONS

In addition to the CONDITIONS, Licensor will not be responsible for failures to meet Service Levels attributable to:

Acts or omissions of Licensee, its agents, employees or contractors (including, without limitation, willful misconduct, negligence, breach of contract, or infringements of third-party proprietary rights).
Licensee’s failure to follow the conditions and instructions set forth in the EULA, M&S Terms, Scale Care Services Terms, Software documentation or other instructions provided to Licensee.
Downtime due to reasonably unforeseeable causes outside of the reasonable control of Licensor or downtime due to operating in a degraded mode.
The following provisions shall apply when determining Availability:
1. The period when the Software is not available due to planned downtime and maintenance operations is not included in calculating Availability.
2. Loss of access to the Software resulting from unavailability of the underlying datacenter or hardware infrastructure is not included in calculating Availability
The following provisions shall apply when determining Availability and Durability/No Data Loss Guaranty Service Credit:
1. Licensee shall not be entitled to an Availability Service Level Credit or Durability/No Data Loss Guaranty Service Credit if: (1) the used capacity exceeds the recommended threshold (DISKFULL) set during the installation and/or monthly review with the Licensor to ensure that all write operations are able to fulfill; or (2) Licensee fails to deploy within a reasonable period of time the number of servers necessary to sustain the expected traffic based on the Licensee’s reported traffic volume during Licensee’s Peak Operating Period (defined in the P1 provisions of the M&S Terms), growth expectation, and the hardware being deployed, as recommended by the Licensor.

MAXIMUM SERVICE LEVEL CREDIT

Notwithstanding any provisions above:

Service Level Credits must be claimed within 90 days following the discovery of the event that triggered the Service Level Credit. Licensee shall send a written notice to Licensor to the following email address: legal@scality.com.
Service Level Credits are limited to 2 per calendar quarter, and events must occur at least 7 calendar days apart to trigger a separate Service Level Credit (i.e. if an event triggers a Service Level breach and then another event occurs 5 days later for the same type of Service Level breach, that is one Service Level breach).

EXHIBIT 3

PROFESSIONAL SERVICES (PS) SUPPLEMENTAL TERMS (PS Terms)

These PS Terms are provided under and supplemental to an applicable Order between the Licensee and Licensor that incorporates an End User Software License Agreement (EULA).

Capitalized terms not defined here are defined in the EULA or in any Maintenance and Support Terms (the M&S Terms) and are incorporated herein.

These PS Terms describe certain professional services to be performed by Licensor for Licensee and certain terms associated with these services. These PS Terms control over any conflicting or different terms or conditions in the EULA or M&S Terms.

In consideration of payment of the Fees in the applicable Order for these PS Terms, and provided Licensee is not in breach of the EULA, the M&S Terms, or any Order, Licensor agrees, during the term of the Order for Professional Services, as follows:

PROFESSIONAL SERVICES TYPES

Licensor provides two types of Professional Services:

Professional Services based on Time & Materials (T&M Services)

T&M Services will be performed to assist Licensee in its use of Licensor technology and products, based on the number of days of Professional Services set forth in the Order and subject to the following:

Each day (or portion thereof) of Professional Services performed during Licensor Business Days and Hours (on-site or Remotely) by a Consultant shall count with a factor 1 against the number of days ordered
Each day (or portion thereof) of Professional Services performed outside of Licensor Business days (on-site or Remotely) by a Consultant needs to be approved by Licensor and shall count with a factor 2 against the number of days ordered. Example: 8 hrs (1 day) of Professional Services are performed on a Saturday. This constitutes use of 2 days of Professional Services.
For Orders up to 20 Professional Services days, the days will expire twelve (12) months after the date Licensee or Third-Party sends the Order.
For Orders of 21 Professional Services days or more, the days will expire twenty four (24) months after the date Licensee or Third-Party sends the Order.
There are no refunds of prepaid, unused Professional Services fees.

One Day of service includes eight (8) Hours. Service hours are billed in not less than 2 hour blocks – meaning that any Service hour started will count for two (2) Hours, regardless of whether the actual amount of time spent after Service commencement was 2 hours.

No deliverables are included within the scope of T&M Services. The overall responsibility regarding the successful use of Licensor technology and products by Licensee rests with the Licensee.

Professional Services based on a Fixed Price (Fixed Price Services)

Fixed Price Services will be performed to assist Licensee with predefined operations as stated in Licensor’s Services catalog and are subject to the following:

Fixed Price Services will be performed during Licensor’s Business Days and Hours. Any work performed outside of such Business Days and Hours must be discussed and approved by Licensor in advance, at Licensor’s sole and absolute discretion.
The Fixed Price Service will expire twelve (12) months after the date Licensee or Third-Party sends the Order.
Fixed Price Services are based upon reasonable and prompt responsiveness and cooperation from Licensee, and Licensee performing in all material respects, all Licensee Responsibilities set out herein and in any Order for Professional Services. If Licensee fails to promptly respond and otherwise reasonably cooperate in completion of the Fixed Price Services, after notice by Licensor, such engagement may be converted to a T&M Services and billed as such.
There are no refunds of prepaid, unused Professional Services on Fixed Price Services fees, regardless of whether such Fixed Price Services were converted to T&M Services.

Fixed Price Services will be considered complete once the Professional Services as described in Licensor’s catalog have been delivered to Licensee.

LICENSOR RIGHTS AND OBLIGATIONS

Licensor will assign one Project Manager, who will coordinate with Licensee´s project manager or other designated point of contact regarding the overall management of the Services performed, thereby assisting a timely execution of the Services and may use the following guidelines:

Preparation
- Coordinate kick-off and onboarding meetings with Licensee and Consultant(s)
- Assist in defining the work process
- Assist in defining the communication plan
Scope, plan, monitoring
- Align with Licensee to determine the key objectives and schedule
- Define and manage the Licensor resource plan, in accordance with the Order Form
- Assist with change request
- Regularly monitor progress of the Services
- Prepare regular briefings on the project status
- Assist Licensee in managing project risks
- Assist in overcoming Services-related issues or blockers
Governance & communication
- Coordinate with Licensor resources to align the project schedule
- Coordinate with Licensee and team members
- Prepare progress reports at regular intervals (frequency to be agreed with Licensee)
- Prepare a close down report: technical and non-technical (as applicable)

Licensor may, at its sole discretion, choose to engage different consulting personnel for different portions of the Professional Services.

Licensor may use sub-contractors for providing all or part of the Professional Services.

Licensor may collaborate with the Licensee to define a Scope of Work for the Services performed.

Licensee acknowledges and agrees that, while providing the Services, Licensor will use commercially reasonable efforts to complete the tasks identified in the applicable work plan.

LICENSEE RIGHTS AND OBLIGATIONS

Licensee is responsible for (“Licensee Responsibilities”):

Providing a timely access to reasonably requested accurate and complete information relative to the Professional Services.
Communicating in writing requirements, expectations and/or objectives.
Communicating in writing any desired changes in the scope of the Professional Services.
Providing adequate workspace, network connectivity and telephone, or internet access. VPN access to Licensor internal network from the Consultant’s laptop is required in order to provide the Professional Services to the Licensee.

Licensee shall be responsible for the actual content of any data file, selection and implementation of controls on its access and use, and security of the stored data.

Licensee is responsible for ensuring that it has appropriate backup, security and virus-checking procedures in place for any computer facilities Licensee provides or which may be affected by the Professional Services.

Licensee is responsible for ensuring that all software and other materials and data provided by Licensee in connection with the project is properly licensed to Licensee and that Licensor’s use thereof to provide Professional Services to Licensee do not and will not violate any rights (including any intellectual property or personal rights) of the owners of such software, materials or data.

Licensor may charge the Licensee on a Time & Material basis, based on the current Licensor’s List Price, for any delay or additional work caused by a failure of the Licensee to comply with the obligations set forth in this section. Licensor may interrupt the Services if any unreasonable delay or additional work is caused by a failure of the Licensee to comply with the obligations set forth in this section.

Licensee acknowledges and agrees that (i) it has received from Licensor all the necessary information pertaining to the scope, the provision and performance of the Professional Services related to Licensee’s intended use; and that (ii) Licensee has brought to Licensor’s attention all necessary information in order to allow Licensor to comply with its duty to perform the Professional Services.

AVAILABILITY

Business Days and Hours as referred to in those PS Terms are the local working (i.e. non holiday, non-weekend) days and hours in the country the Consultant of Licensor work from. If no local working days and hours are otherwise stated , then working days and hours are Monday through Friday (excluding government recognized holidays), 9am to 5pm, local time.

LOCATION

Professional Services will be performed at the Licensee site located at the “Ship-to” address shown in the Order or a remote location (Remote or Remotely). If applicable, any documentation related to the Professional Services may be completed Remotely at Licensor’s discretion.

FEES (when applicable)

This section does not apply to Orders received by the Licensor from a Third-Party (including but not limited to authorized Resellers and authorized Distributors).

For Orders for Professional Services that also includes other products and services (including but not limited to Licenses, Support Services), fees shall be paid in advance, in accordance with the payment terms on the Order.

For stand-alone Orders for T&M Services up to 20 Professional Services days, fees shall be paid in advance, in accordance with the payment terms on the Order.

For stand-alone Orders for Fixed Price Services and T&M Services of 21 Professional Services days or more, fees shall be paid:

50% in advance, in accordance with the payment terms on the Order;
50% after twelve (12) months, in accordance with the payment terms on the Order.

If no time for payment is stated in the Order, fees shall be paid within thirty (30) calendar days after an invoice is issued by Licensor.

Licensor shall charge the Licensee for 100% of the T&M Services or Fixed Price Services that are postponed without a written notice at least five (5) working days before the Consultant is to begin.

Updated November 13^th, 2024

End User License Agreement (EULA)

Effective starting: November 13th, 2024

SOFTWARE LICENSE

LICENSE TYPES

LICENSE TERMS

FREE LICENSE TERMS AND CONDITIONS

THIRD PARTY SOFTWARE

LIMITATIONS

OTHER RESTRICTIONS

UPDATES AND UPGRADES

ADDING STORAGE CAPACITY

FEES (when applicable)

TAXES (when applicable)

DISPUTED INVOICES (when applicable)

AUDIT

CONFIDENTIALITY

LICENSOR WARRANTIES; REMEDY

DISCLAIMER

TERM AND TERMINATION

INDEMNITY

LIMIT OF LIABILITY

APPLICABLE LAW

COMPLIANCE WITH LAWS

PERSONAL DATA PROTECTION

PRODUCT USAGE DATA

GENERAL

EXHIBIT 1

SCALITY MAINTENANCE AND SUPPORT SERVICESTERMS AND CONDITIONS (M&S Terms)

SOFTWARE ERROR CORRECTIONS

WORKAROUND

SOFTWARE UPDATES AND UPGRADES

TECHNICAL SUPPORT

CONDITIONS

EXCEPTIONS

OPTIONAL ALERTING

FEES; TERM; RENEWAL (when applicable)

LAPSE

LICENSOR COMMUNICATIONS

EULA TERMINATION

EXHIBIT 2

SCALE CARE SERVICE SUPPLEMENTAL TERMS (Scale Care Services Terms)

Business Scale Care

Enterprise Scale Care

Secure Site Care

GENERAL PROVISIONS

ADDITIONAL TERMINATION RIGHT

CONDITIONS

EXCEPTIONS

MAXIMUM SERVICE LEVEL CREDIT

EXHIBIT 3

PROFESSIONAL SERVICES (PS) SUPPLEMENTAL TERMS (PS Terms)

PROFESSIONAL SERVICES TYPES

LICENSOR RIGHTS AND OBLIGATIONS

LICENSEE RIGHTS AND OBLIGATIONS

AVAILABILITY

LOCATION

FEES (when applicable)

SCALITY MAINTENANCE AND SUPPORT SERVICES
TERMS AND CONDITIONS (M&S Terms)