END USER LICENSE AGREEMENT

FOR LYVE MOBILE SERVICE

 

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 the Lyve Mobile Service (including, but not limited to, the software, firmware and associated files, including software and files enabling access or utilization by another computer or workstation (the “Software”), hardware, array(s), receiver(s), enclosure(s), disk(s), or other media (the “Hardware”)) (collectively, the “Service”), you and your company accept all the terms and conditions of this EULA. If you acquire this Software for your company’s use, you represent 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, access or use the Software.

1. Ownership. This EULA applies to the Software of Seagate Technology LLC and the affiliates controlled by, under common control with, or controlling Seagate Technology LLC, including but not limited to affiliates operating under the Lyve name or brand, (collectively, “Seagate”, “we”, “us”, “our”). 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 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, including but not limited to free and open source software components, if any. 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. You may identify and view the relevant licenses and/or notices for such Third-Party Software for the Software you have received pursuant to this EULA through http://www.seagate.com/support/by-topic/downloads/. 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/support/by-topic/downloads/.

 

2. Software License. Subject to your compliance with the terms of this EULA, Seagate grants you a non-exclusive, non-transferable, limited license to install and use the Software on the Hardware and solely for your internal business access and use of the Service according to the terms of your agreement(s) with Seagate governing the Service and the associated user documentation. Use of some third-party software included on the Hardware or provided with the Service may be subject to terms and conditions of a separate license agreement; this license agreement may be contained in a “Read Me” file located on the media that accompanies the applicable Hardware or Service. The Software includes components that enable you to access 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 Software or the Service. Seagate and its suppliers reserve all rights not expressly granted to you. There are no implied rights.

2.1 Software. You are also permitted to make a single copy of the Software strictly for backup and disaster recovery purposes. You may not alter or modify the Software or create a new installer for the Software. The Software is licensed and distributed by Seagate under this EULA for use in connection with the Lyve Services, and Seagate makes no representations, warranties, or claims under this EULA regarding, and disclaims all liability relating to, any interoperability or compatibility (or lack thereof) or use of the Software with third-party offerings or hardware.

 

3. Restrictions. You are not licensed to do any of the following:

3.1. Create derivative works based on the Software or any part or component thereof;

3.2. Except as expressly authorized by Section 10 below, sell, assign, license, disclose, or otherwise transfer or make available the Software, in whole or in part, to any third-party;

3.3. Alter, translate, decompile, or attempt to reverse engineer the Software 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;

3.4. Take any actions that would cause the Software to become subject to any open source license agreement if it is not already subject to such an agreement;

3.5. Remove or alter any proprietary notices or marks on the Software; and

3.6. Publish or provide any Software benchmark or comparison test results without Seagate’s prior approval.

 

4. Updates. All updates and upgrades to, or new versions of, any Software (each an “Update”), provided to you shall be subject to the terms and conditions of this EULA. If you receive an Update, unless otherwise authorized in writing by Seagate, you must upon receipt, in connection with any use of the Hardware or Service cease using the previous version(s) of the Software in your possession, custody, or control, and use only the Update version of the Software with the Hardware and Service. Seagate shall have no obligation to 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. The Software and the Third-Party Software are offered on an “AS-IS” basis and no warranty, either express or implied, is given. Seagate and its suppliers expressly disclaim all warranties of any kind, whether statutory, express, or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose and noninfringement. Seagate does not provide the Third-Party Services and makes no warranties with respect to the Third-Party Services. Your use of the Third-Party Services is at your risk.

 

6. Exclusion of Incidental, Consequential and Certain Other Damages. To the maximum extent permitted by applicable law, in no event shall Seagate or its licensors or suppliers be liable for any special, incidental, punitive, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits or confidential or other information, for business interruption, for personal injury, for loss of privacy, for failure to meet any duty including of good faith or reasonable care, for negligence, and for any other pecuniary or other loss whatsoever) arising out of or in any way related to the use of or inability to use the Software or any part or component thereof or any Third-Party Services or Third-Party Software, 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, or breach of warranty of Seagate or its licensors or suppliers, and even if Seagate or its licensor or supplier has been advised of the possibility of such damages and notwithstanding any failure of the essential purpose of this Agreement or any remedy.

 

7. Limitation of Liability. To the maximum extent permitted by applicable law, notwithstanding any damages that you might incur for any reason whatsoever, the entire liability of Seagate in connection with the Software and your exclusive remedy hereunder shall be limited to, and in no event will Seagate's total cumulative damages exceed, the fees paid by the licensee to Seagate for the Software. Additionally, in no event shall Seagate's licensors or suppliers be liable for any damages of any kind.

 

8. Indemnification. By clicking “I AGREE” or taking any step to download, set up, install, or use all or any portion of the Software you agree to indemnify and otherwise hold harmless Seagate, its officers, employees, agents, subsidiaries, affiliates, and other partners from any, indirect, incidental, special, consequential, or exemplary damages arising out of, relating to, or resulting from your access or use of the Software , including, without limitation, use of any of the Third-Party Services.

 

9. 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 may also be subject to the customs and export laws and regulations of the country in which the download is contemplated. 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 Cuba, Iran, North Korea, Syria, or Crimea region (“restricted territories”), or used by a party listed on the U.S. government restricted parties lists found at (http://www.bis.doc.gov/complianceandenforcement/liststocheck.htm) (“restricted end-users”) 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, or other military or military intelligence end-uses (“restricted end-uses”). You acknowledge that you are not a citizen, national, or resident of, and are not under control of, the governments of restricted territories; 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 access the Software or any related technical data in restricted territories, or provide them to any restricted end-user or for any restricted end-use.

 

10. General. This EULA between you and Seagate is governed by and construed in accordance with the laws of the State of California without regard to conflict of laws principles. The EULA constitutes the entire agreement between Seagate and you relating to the Software and governs your use of the Software, superseding any prior agreement between you and Seagate relating to the subject matter hereof. For clarity, this EULA applies only to the Software; the terms that govern your access and use of the Service and Hardware are subject to the terms of a separate agreement(s) between you and Seagate. If any provision of this EULA is held by a court of competent jurisdiction to be contrary to law, 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. The Software 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. You may not transfer or assign this EULA or any rights under this EULA, except that Seagate authorized Lyve Services resellers may resell the Lyve Services to their customers (and make available Software to their Lyve customers) in accordance with their Lyve Services reseller agreement with Seagate. Any attempted assignment in violation of this Section is void. Seagate, Lyve, and their respective logos, and names are the trademarks of Seagate.

 

Version: October 12, 2021