Grotabyte EULA

Grotabyte, Inc. is a Delaware corporation. This license agreement ("Agreement") is a legal agreement between the end user ("You" or "Licensee") and Grotabyte Consulting Service ("Licensor") for the completion of a project or projects defined in the purchasing process for the use of Grotabyte products ("Intended Purpose"). For the purpose of this Agreement, the date of this Agreement (the "Delivery Date") is deemed as today, being the date when the software is installed on the designated computing hardware where it will execute (the "Equipment"). By installing, copying, or otherwise using Grotabyte products, data storage, associated documentation, or any updates or patches provided from time to time ("Software"), you acknowledge that you have read and understood this Agreement in whole and agree to be bound by its terms and conditions. If you cannot comply or do not agree with this Agreement, you must terminate the installation, remove the software from your Equipment, and destroy any remaining copies of the Software. If you cannot or do not agree to be bound by this Agreement, you agree not to use the Software in any form.

1. Definitions.

"Grotabyte" shall mean Grotabyte, Inc., its officers, employees, directors, shareholders, suppliers, and agents, with offices located at 13785 Research Blvd Ste 125 Austin, TX 78750.

"Licensor" has the meaning outlined in the Agreement.

"Licensee" has the meaning outlined in the Agreement.

"End User" shall mean the individual, company, or legal entity that will be utilizing the Software.

"Authorized User" means Licensee’s employees, consultants, contractors, and agents (i) who are authorized by Licensee to access and use the Services under the rights granted to Licensee pursuant to this Agreement and (ii) for whom access to the Services has been purchased.

"Software" has the meaning outlined in the Agreement.

"Term" has the meaning outlined in Section 14.

"Documentation" means user manuals, technical manuals, and any other materials provided by the Licensor, in printed, electronic, or other forms, that describe the installation, operation, use, or technical specifications of the Software.

"Intellectual Property" shall mean any and all intellectual property or proprietary rights of any kind, in any jurisdiction throughout the world, including, without limitation: (a) patents, patent disclosures and inventions and all improvements thereto, and any reissue, continuation, continuation-in-part, divisional, extension or re-examination thereof, (b) rights in works of authorship, copyrights and copyrightable works, (c) trademarks, service marks, trade dress, trade names, corporate names, logos, slogans, and other indicia of origin and all goodwill associated therewith (collectively "Trademarks"), (d) internet domain names, and rights in websites and other names and locators associated with the Internet, (e) registrations, applications for registration, and renewals of any of the foregoing, (f) trade secrets, know-how, technologies, databases, processes, techniques, protocols, plans, methods, formulae, discoveries, compositions, research and development information, algorithms, layouts, designs, drawings, industrial models, architectures, specifications, financial, business and marketing plans and proposals, customer or supplier lists, price and cost information and other confidential information of any kind, and (g) all other intellectual property and proprietary rights whether registered, applied for, or at common law.

"Laws" shall mean all international, state, and federal laws, standards, guidelines, policies, regulations, and procedures.

"License" has the meaning outlined in the Agreement.

"Third Party" means any person other than Licensee or Licensor.

2. Grant of License.

Subject to and conditioned upon Licensee’s strict compliance with all terms and conditions outlined in this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable, limited license during the Term to use, solely by and through its Authorized Users the Software and Documentation, subject to the limitations set forth herein. The Software and Documentation that accompanies this license are the property of the Licensor and are protected by copyright law. While Licensor continues to own the Software, the End User will have certain rights to use the Software upon acceptance of this license. This license governs any releases, revisions, or enhancements to the Software that Grotabyte may furnish to the End User.

Grotabyte hereby grants End User a non-exclusive, non-transferable right and license to:

• Install the Software and approved updates on single or multiple computers, cluster nodes, virtual servers or clusters. Installation on additional test or disaster recovery servers is permissible upon written notice to Grotabyte and payment of any applicable additional fee.
• Permit Authorized Users to access and use the Software solely for End User’s internal business purposes and subject to all restrictions and limitations contained herein.
• Delete the Software from one server and reinstall it on another upon written notice to Grotabyte.
• Make a reasonable number of backup copies of the Software and updates for archival purposes only, provided that all proprietary notices are preserved.
• After written notice to Grotabyte, transfer the Software permanently to another entity, provided that End User retains no copies of the Software; End User may retain non-production copies automatically archived per law or policy.

End User is not licensed to:

• Sublicense, rent, or lease any portion of the Software;
• Reverse engineer, decompile, disassemble, modify, translate, attempt to discover source code, or create derivative works from the Software;
• Use the Software in any manner not authorized by this license.

3. Copyright.

The Software is owned by Grotabyte or its licensors and is protected by U.S. copyright laws and international treaty provisions. Except for the limited license granted above, Grotabyte and its licensors retain all rights in the Software and all copies and derivative works thereof. The Software is licensed, not sold.

4. Trade Secrets and Confidential Information.

Each party acknowledges the other has substantial proprietary rights, including trade secrets, in the Software and related information ("Confidential Information"). Each party will use commercially reasonable efforts to protect the other’s Confidential Information and will not use or disclose it except as expressly permitted herein. The receiving party may disclose Confidential Information to its Representatives who are obligated to keep it confidential. Disclosures required by law are permitted with prompt notice when legally allowed.

5. Support.

Support is provided per the Grotabyte General Release Products Service Level Agreement for the duration of the term of this Agreement.

6. Prohibited Uses.

End User may use the Software only for the limited purposes set forth above and may not sell, sublicense, rent, lease, transfer, distribute, publish, reproduce, copy, display, adapt, modify, or prepare derivative works from the Software except as expressly permitted. Reverse engineering or bypass of security devices is prohibited except as required by law after notice to Grotabyte. End User agrees Grotabyte may collect and use information related to Software usage subject to the Privacy Policy at https://grotabyte.com/privacy.

7. End User Representations, Warranties & Indemnification.

End User represents and warrants that it has authority to enter this Agreement; that information provided is correct and current; that its performance and use will comply with applicable laws; and that it will use the Software only for permitted purposes.

Support warranty: For ninety (90) days from performance of Maintenance/Support, such services will be performed with reasonable care and skill. Remedies are correction of nonconforming services or refund of applicable fees.

Grotabyte warrants that products and proprietary information do not infringe U.S. intellectual property rights as detailed in the Agreement and will defend and indemnify per the stated conditions.

8. Grotabyte Limited Warranty.

Grotabyte warrants that the Software will be free of malware and backdoors and will operate in material conformity with published specifications for ninety (90) days from the later of purchase date or successful installation. Additional warranty language from the Agreement applies.

9. Exclusive Remedy.

Grotabyte’s entire liability and End User’s exclusive remedy shall be return of price paid or repair or replacement of nonconforming Software, subject to the limitations in the Agreement.

10. No Other Grotabyte Warranties.

EXCEPT AS EXPRESSLY OUTLINED IN THIS LICENSE AGREEMENT, GROTABYTE MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS; THESE MAY NOT APPLY.

11. No Liability for Damages.

Except as otherwise stated (e.g., gross negligence, willful misconduct, indemnification), neither party shall be liable for consequential, incidental, special, punitive, or indirect damages. Certain limitations may not apply in some jurisdictions.

12. Registration.

License rights may require registration via Grotabyte’s portal. Registration information is subject to Grotabyte’s Privacy Policy at https://grotabyte.com/privacy.

13. Export Restrictions; Legal Compliance.

End User agrees to comply with all relevant U.S. export laws and regulations to assure neither the Software nor any direct product thereof is exported in violation of law or used for prohibited purposes.

14. Term and Termination.

This Agreement remains in effect until terminated. Upon certain uncured breaches, Grotabyte may terminate. Upon termination, parties will use commercially reasonable efforts to destroy Confidential Information (including the Software), subject to lawful archival retention. Survival applies to sections that by nature should survive.

15. Additional Software/Services.

This Agreement applies to updates, supplements, or add-ons provided after registration unless otherwise agreed. Grotabyte may discontinue access and will refund relevant fees for any affected Software.

16. Governing Law.

Unless otherwise agreed, disputes (except those relating to IP rights) are subject to binding arbitration in Delaware, USA, under the rules of the American Arbitration Association. Prevailing party entitled to reasonable attorneys’ fees.

17. Notices.

Notices must be in writing and delivered by personal delivery, overnight courier, email (PDF), fax, or certified/registered mail to the addresses designated by the parties. Effective upon receipt.

18. General Terms.

No waiver by delay or failure to enforce rights. Any claim must be filed within one (1) year after it arose. No assignment without prior written consent. Entire Agreement with the Service Level Agreement and applicable Grotabyte invoice; supersedes prior agreements. Counterparts and electronic signatures permitted. No public announcement by Grotabyte without End User’s prior written consent.