PLEASE READ THIS END USER LICENSE AGREEMENT (“EULA”) CAREFULLY. BY CLICKING “I AGREE” OR TAKING ANY STEP TO DOWNLOAD, SET-UP, INSTALL OR USE ALL OR ANY PORTION OF THIS PRODUCT (INCLUDING, BUT NOT LIMITED TO, THE SOFTWARE AND ASSOCIATED FILES (THE “SOFTWARE”), HARDWARE (“HARDWARE”), DISK (S), MEDIA, OR OTHER DOCUMENTATION PROVIDED TO YOU BY SEAGATE) (COLLECTIVELY, THE “PRODUCT”) YOU AND YOUR COMPANY ACCEPT ALL THE TERMS AND CONDITIONS OF THIS EULA. IF YOU ACQUIRE THIS PRODUCT FOR YOUR COMPANY’S USE, YOU REPRESENT AND WARRANT THAT YOU ARE AN AUTHORIZED REPRESENTATIVE WHO HAS THE AUTHORITY TO LEGALLY BIND YOUR COMPANY TO THIS EULA. IF YOU DO NOT AGREE, DO NOT CLICK “I AGREE” AND DO NOT DOWNLOAD, SET-UP, INSTALL OR USE THE SOFTWARE.
1. Ownership. Seagate Technology LLC (“Seagate”) and its suppliers own all right, title, and interest in and to the Software, including all intellectual property rights therein. The Software is licensed, not sold. The structure, organization, and code of the Software are the valuable trade secrets and confidential information of Seagate and its suppliers. The Software is protected by copyright and other intellectual property laws and treaties, including, without limitation, the copyright laws of the United States, England and Wales and other countries. The term “Software" does not refer to or include “Third-Party Software”. “Third-Party Software” means certain software licensed by Seagate from third parties that may be provided with the specific version of Software that you have licensed. The Third-Party Software is generally not governed by the terms set forth below but is subject to different terms and conditions imposed by the licensors of such Third-Party Software. The terms of your use of the Third-Party Software are subject to and governed by the respective license terms, except that this Section 1 and Sections 5 and 6 of this Agreement also govern your use of the Third-Party Software. The relevant licenses and/or notices for such Third-Party Software for the Software you have received pursuant to this EULA can be viewed at http://www.seagate.com/www/en-us/support/downloads/ or otherwise will be made available to you by Seagate. You agree to comply with the terms and conditions contained in all such Third-Party Software licenses with respect to the applicable Third-Party Software. Where applicable, the URLs for sites where you may obtain source code for the Third Party Software can be found at http://www.seagate.com/www/en-us/support/downloads/ or otherwise will be made available to you by Seagate.
2. Product License. Subject to your compliance with the terms of this EULA, Seagate grants you a personal, non-exclusive, non-transferable, limited licence to install and use one (1) copy of the Software on one (1) device residing on your premises, internally and only for the purposes described in the associated documentation. Use of some Third Party Software included as part of the Product may be subject to terms and conditions of a separate license agreement; this license agreement may be contained in a “Read Me” file included with the Product. The Software may include components that enable you to link to and use certain services provided by third parties (“Third Party Services”). Your use of the Third Party Services is subject to your agreement with the applicable third party service provider. Except as expressly stated herein, this EULA does not grant you any intellectual property rights in the Product. Seagate and its suppliers reserve all rights not expressly granted to you. There are no implied rights. The Software may only be used by you as a component of the Product, never as a stand-alone product, or used with any other product.
2.1 Software. You are also permitted to make a single copy of the Software strictly for backup and disaster recovery purposes. You will ensure that all copyright notices and legend of ownership contained in the Software is reproduced on all copies made by you. You may not alter or modify the Software or create a new installer for the Software. The Software is licensed and distributed by Seagate for use with its storage products only, and may not be used with non-Seagate storage product.
3. Restrictions. You are not entitled to do any of the following:
Create derivative works based on the Product or any part or component thereof, including, but not limited to, the Software;
Without prejudice to provision 2.1, reproduce the Product, in whole or in part;
Except as expressly authorized by Section 11 below, sell, assign, license, disclose, or otherwise transfer or make available the Product, in whole or in part, to any third party;
Alter, translate, disassemble, decompile, recompile, merge, adapt or attempt to reverse engineer the Product or any part or component thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this contractual prohibition;
Sub-license, rent or least the Software to third parties;
Take any actions that would cause the Software to become subject to any open source licence agreement if it is not already subject to such an agreement;
Remove or alter any proprietary notices or marks on the Product; and
Use the Software as a stand-alone product or with any other non-Seagate products.
4. Updates. If you receive an update or an upgrade to, or a new version of, any Software (“Update”) you must possess a valid licence to the previous version in order to use the Update. All Updates provided to you shall be subject to the terms and conditions of this EULA. If you receive an Update, you may continue to use the previous version(s) of the Software in your possession, custody or control. Seagate shall have no obligation support the previous versions of the Software upon availability of an Update. Seagate has no obligation to provide support, maintenance, Updates, or modifications under this EULA.
5. NO WARRANTY. EXCEPT TO THE EXTENT THE SOFTWARE IS INCLUDED IN THE PRODUCT WARRANTY FOR THE PRODUCT USING THE SOFTWARE, THE SOFTWARE AND THE THIRD PARTY SOFTWARE AS STANDALONE PRODUCTS ARE OFFERED ON AN “AS-IS” BASIS AND NO WARRANTY, EITHER EXPRESS OR IMPLIED, IS GIVEN. SEAGATE AND ITS SUPPLIERS EXPRESSLY DISCLAIM AND EXCLUDE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL WARRANTIES, CONDITIONS UNDERTAKINGS OR REPRESENTATIONS OF ANY KIND, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SEAGATE DOES NOT PROVIDE THE THIRD PARTY SERVICES AND MAKES NO WARRANTIES WITH RESPECT TO THE THIRD PARTY SERVICES. THE USE OF THE THIRD PARTY SERVICES IS AT YOUR RISK.
6. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL, AND CERTAIN OTHER DAMAGES. SUBJECT TO PROVISION 7.1 AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SEAGATE OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR:
6.1 ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER;
6.2 DAMAGES AND/OR LOSSES FOR: (A) ECONOMIC LOSS; (B) LOSS OF ACTUAL OR ANTICIPATED PROFITS; (C) LOSS OF BUSINESS, BUSINESS OPPORTUNITY OR BUSINESS REVENUE; (D) LOSS OF ANTICIPATED SAVINGS; (E) LOSS OF GOODWILL; (F) LOSS OF CONFIDENTIAL OR OTHER INFORMATION, LOSS OF, DAMAGE TO, OR CORRUPTION OF, DATA; (G). BUSINESS INTERRUPTION;(H) LOSS OF PRIVACY; (I) FAILURE TO MEET ANY DUTY INCLUDING REASONABLE CARE, AND FOR NEGLIGENCE, WHETHER ANY OF THE AFOREMENTIONED LOSSES OR DAMAGES ARE DIRECT, INDIRECT OR CONSEQUENTIAL,
ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE PRODUCT OR ANY PART OR COMPONENT THEREOF OR RELATED SERVICE, OR ANY THIRD PARTY SERVICES OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THE EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT, BREACH OF STATUTORY DUTY OR BREACH OF WARRANTY OF SEAGATE OR ITS LICENSORS OR SUPPLIERS, AND EVEN IF SEAGATE OR ITS LICENSORS OR SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, OR IF THEY WERE FORESEEABLE, AND NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY REMEDY.
7. LIMITATION OF LIABILITY.
7.1 NOTHING IN THIS EULA SHALL EXCLUDE OR LIMIT EITHER PARTY'S LIABILITY TO THE OTHER PARTY FOR: a. DEATH OR PERSONAL INJURY CAUSED BY THAT PARTY'S NEGLIGENCE; b. FOR FRAUD OR FRAUDULENT MISREPRESENTATION; c. ANY BREACH OF THE IMPLIED TERMS AS TO TITLE AS SET OUT IN SECTION 12 SALE OF GOODS ACT 1979 OR SECTION 2 SUPPLY OF GOODS AND SERVICES ACT 1982; d. ANY OTHER LIABILITY THAT CANNOT, AS A MATTER OF LAW, BE EXCLUDED OR LIMITED.
7.2 SUBJECT TO PROVISIONS 7.1 AND 6, NOTWITHSTANDING ANY DAMAGES OR LOSSES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER, THE ENTIRE LIABILITY OF SEAGATE AND ANY OF ITS SUPPLIERS UNDER ANY PROVISION OF THIS EULA AND YOUR EXCLUSIVE REMEDY HEREUNDER SHALL BE LIMITED TO, AND IN NO EVENT WILL SEAGATE OR ITS SUPPLIERS TOTAL CUMULATIVE LIABILITY EXCEED, THE FEES PAID BY YOU TO SEAGATE FOR THE PRODUCT. ADDITIONALLY, IN NOT EVENT SHALL SEAGATE’S LICENSORS OR SUPPLIERS BE LIABLE FOR ANY DAMAGE OF ANY KIND.
9. Indemnification. By accepting the EULA, you agree to indemnify and otherwise hold harmless Seagate, its officers, employees, agents, subsidiaries, affiliates, and other partners from any direct, indirect, incidental, special, consequential or exemplary damages arising out of, relating to, or resulting from your use of the Product or any other matter relating to the Product including, without limitation, use of any of the Third Party Services.
10. International Trade Compliance. The Software and any related technical data made available for download under this EULA are subject to the customs and export control laws and regulations of the United States (“U.S.”) and subject to the customs and export laws and regulations of England and Wales. Further, under U.S. law, the Software and any related technical data made available for download under this EULA may not be sold, leased or otherwise transferred to restricted countries, or used by a restricted end-user (as determined on any one of the U.S. government restricted parties lists, found at http://www.bis.doc.gov/complianceandenforcement/liststocheck.htm) or an end-user engaged in activities related to weapons of mass destruction including, without limitation, activities related to designing, developing, producing or using nuclear weapons, materials, or facilities, missiles or supporting missile projects, or chemical or biological weapons. You acknowledge that you are not a citizen, national, or resident of, and are not under control of the governments of Cuba, Iran, North Korea, Sudan or Syria; are not otherwise a restricted end-user as defined by U.S. export control laws; and are not engaged in proliferation activities. Further, you acknowledge that you will not download or otherwise export or re-export the Software or any related technical data directly or indirectly to the above-mentioned countries or to citizens, nationals, or residents of those countries, or to any other restricted end-user or for any restricted end-use.
(a) This EULA between you and Seagate is (except as otherwise stated in this EULA) governed by and construed in accordance with the laws of the State of California without regard to conflict of laws principles. (b) The EULA constitutes the entire agreement between Seagate and you relating to the Product and governs your use of the Product, superseding any prior agreement between you and Seagate relating to the subject matter hereof. (c) If any provision of this EULA is held by a court of competent jurisdiction to be contrary to law, invalid or unenforceable in any respect, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of the EULA will remain in force and effect and will not be affected and their legality will not be impaired. (d) The Product and any related technical data are provided with restricted rights. Use, duplication, or disclosure by the U.S. government is subject to the restrictions as set forth in subparagraph (c)(1)(iii) of DFARS 252.227-7013 (The Rights in Technical Data and Computer Product) or subparagraphs (c)(1) and (2) of 48 CFR 52.227-19 (Commercial Computer Product – Restricted Rights), as applicable. The manufacturer is Seagate. (e) You may not transfer or assign this EULA or any rights under this EULA, except that you may make a one-time, permanent transfer of this EULA and the Software to another end user, provided that: (i) you do not retain any copies of the Software, the Hardware, the media and printed materials, Upgrades (if any), and this EULA; and (ii) prior to the transfer, the end user receiving this EULA and the Software agrees to all the EULA terms. Any attempted assignment in violation of this Section is void. (f) Seagate, the Seagate logo, and other Seagate names and logos are the trademarks of Seagate. (g) A person who is not Seagate or Licensee will have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this EULA. This provision does not affect any right or remedy of any person which exists, or is available, other than pursuant to the Act. (h) A failure by either party to enforce any of its rights under this EULA is not a waiver of those rights or any other rights it has under this EULA. (i) The remedies under this EULA are cumulative and no remedy is exclusive of any other remedy except as expressly stated. (j) Any provisions that are intended to survive termination will survive termination of this EULA and will continue in full force and effect. (k) Any notice required to be given under this EULA will be given in writing and will be in English and may be delivered by registered or recorded post or by hand, and such notice will be deemed given when it is delivered at the address specified in advance by the recipient party or the address provided by you when entering into this EULA. (l) If Seagate is prevented from or delayed in performing any of its obligations under this EULA by an event which is beyond Seagate's reasonable control and which event will include but not be limited to strike, lock-out, or labour disputes act of God, fire, flood, storm, war, military action, riot, civil commotion, terrorism, explosion or malicious damage ("Force Majeure Event"), then Seagate will be excused from performance of, and shall not be liable for any delay or failure to perform under, this EULA for so long as the Force Majeure Event continues.