The complete and entire Agreement between Company and Customer is comprised of: (i) these CSS Terms; (ii) the Special Terms (as defined below); and (iii) and the supplemental modular terms applicable to such Solutions (the "Modular Terms"), which are hereby incorporated by reference. This Agreement supersedes and replaces all previous and contemporaneous agreements, understandings and arrangements with respect to the subject matter hereof, whether oral or written. Company does not accept and hereby rejects, any additional or different terms or conditions that Customer presents. By ordering, receiving, accepting or using Solutions or otherwise proceeding with any transaction after receipt of notice of these CSS Terms, Customer accepts these CSS Terms.
In the event of a conflict between the CSS Terms, Special Terms and Modular Terms, the CSS Terms will prevail unless the parties expressly agree otherwise. For explanatory purposes only, the CSS Terms contain the main terms and conditions that govern the commercial relationship between Company and Customer, the Modular Terms include supplemental terms specific to Solutions, and the Special Terms include certain other documents or communications provided by the Company that describe the Solutions.
“Company” means Seagate Systems (UK) Limited or the affiliated Seagate entity providing Product to Customer and named in the Special Terms.
"Company Information" means (i) any technical or other information related to Solutions (including, but not limited to, any documentation, services offerings, and written, visual, and oral instructions), and (ii) any Intellectual Property owned, or provided to Customer, by Company.
"Confidential Information" means any confidential, proprietary or trade secret information of the disclosing party ("Discloser") that is marked as confidential, secret or with a comparable legend or that is disclosed under circumstances that place the receiving party ("Recipient") on reasonable notice that the information is confidential. Customer Data is deemed to be Customer's Confidential Information. Company Information is deemed to be Company's Confidential Information. Confidential Information does not include information that (i) is generally known as a result of no act or omission of the Recipient; (ii) was lawfully received by the Recipient without restriction on disclosure; (iii) was already known by the Recipient without any duty of confidentiality; or (iv) was independently developed by the Recipient without the use of Confidential Information of the Discloser.
"Customer Data" means the data that Customer provides to Company for the purpose of performing Services for Customer.
"Documentation" means Company’s then-current, generally available user guides and manuals for Solutions.
"Hardware" means the tangible products or parts thereof that Company agrees to deliver to Customer, excluding any Software that may be contained therein.
"Intellectual Property" means any computer program, algorithms, know-how, hardware and/or software configurations, inventions, documentation, translations, text and other works of authorship, data, databases, information, designs, utility models, symbols, logos, marks, names, procedures, processes, technical improvements and any other intangibles.
"Product" means Hardware, Software and/or Work Product.
"Proprietary Rights" means any and all world wide and/or territorial rights, title, ownership and interest in and to copyrights, mask works, industrial designs, trademarks, service marks, trade names, trade secrets, patents, and any other rights to Intellectual Property, whether or not perfected.
"Services" means the remote storage services, professional services and other services that Company agrees to deliver to Customer.
"Software" means the Company’s proprietary software, including all related Documentation and any modifications or updates. Software does not include any computer programs provided under a third party license agreement, but it may include third party software sublicensed to Customer by Company under the terms of this Agreement.
"Solutions" means Products, Services and combinations of Products and Services.
"Special Terms" means the terms of the specific quote, order, order acknowledgment, statement of work, invoice, master agreement, sales contract and/or other document or communication provided by Company that describes the Solutions purchased or licensed and which incorporates these CSS Terms by reference
"Statement of Work" means a statement of work, in a form specified by Company, pursuant to which Company provides Services to Customer.
"Third Party Products" means any products that are produced by third parties and do not bear Company’s name, logo, or mark and may include, without limitation, (i) Products recommended or delivered by Company; (ii) software licensed under third party license agreements, and (iii) components of Products delivered by Company, unless such components are not recognizable as separate items and are not identified as separate items in Company’s price list or Documentation.
"Work Product" means any tangible or intangible results or deliverables that Company agrees to create or deliver, or intentionally delivers to Customer, as a result of performing services, including, but not limited to, configurations, computer programs or other information, or customized hardware, and any Intellectual Property developed in connection therewith.
The construction, validity and performance of this Agreement and all non-contractual obligations arising from or connected with this Agreement shall be governed by the laws of England and Wales. The parties will attempt to resolve any dispute relating to the Agreement by good faith negotiation between business principals for 10 business days. Thereafter, in the event of any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, the parties will seek settlement of that dispute by mediation under the LCIA Mediation Rules, which Rules are deemed to be incorporated by reference into this clause. Each party will bear its own costs of mediation. Notwithstanding the foregoing, a party will have the right at any time to seek a temporary or permanent injunction or other equitable remedy or relief in any court anywhere in the world.