Privacy Policy

Privacy Policy

PDF: Privacy policy v3 – 7th June 2016

Background

Storageos Ltd understands that your privacy is important to you and that you care about how your information is used and shared online. We respect and value the privacy of everyone who visits Our Site and will only collect and use information in ways that are useful to you and in a manner consistent with your rights and Our obligations under the law.

This Policy applies to Our use of any and all data collected by us in relation to your use of Our Site. Please read this Privacy Policy carefully and ensure that you understand it. Your acceptance of Our Privacy Policy is deemed to occur upon your first use of Our Site. If you do not accept and agree with this Privacy Policy, you must stop using Our Site immediately.

1. Definitions and Interpretation

In this Policy the following terms shall have the following meanings:

“Account” means an account required to access and/or use certain areas and features of Our Site;
“Cookie” means a small text file placed on your computer or device by Our Site when you visit certain parts of Our Site and/or when you use certain features of Our Site. Details of the Cookies used by Our Site are set out in section 12, below;
“Our Site” means this website, www.storageos.com and portal.storageos.com and support.storageos.com;
“UK and EU Cookie Law” means the relevant parts of the Privacy and Electronic Communications (EC Directive) Regulations 2003 as amended in 2004, 2011 and 2015; and
“We/Us/Our” means Storageos Ltd, a limited company registered in England under 09614942, whose registered address is 2 Minton Place Victoria Road Bicester Oxfordshire OX26 6QB.

2. Information About Us

2.1 Our Site, www.storageos.com, is owned and operated by ourselves
2.2 Support.storageos.com is provided to us by Freshdesk, Inc., 1250 Bayhill Drive, Suite 315, San Bruno, CA 94066 who store the Data in their database on our behalf
2.3 We are a member of the Linux Foundation and the Cloud Native Compute Foundation but We do not share information with them.
2.4 We are registered as a Data Controller with the Information Commissioner under reference number ZA187011.

3. Scope – What Does This Policy Cover?

This Privacy Policy applies only to your use of Our Site. It does not extend to any websites that are linked to from Our Site (whether We provide those links or whether they are shared by other users). We have no control over how your data is collected, stored or used by other websites and We advise you to check the privacy policies of any such websites before providing any data to them.

4. What Data Do We Collect?

Some data will be collected automatically by Our Site (for further details, please see section 12 on Our use of Cookies), other data will only be collected if you voluntarily submit it, for example, when signing up for an Account. Depending upon your use of Our Site, We may collect some or all of the following data:

4.1.1 name;
4.1.2 business/company name
4.1.3 job title;
4.1.4 contact information such as address, email addresses and telephone numbers;
4.1.5 demographic information such as post code, preferences and interests;
4.1.6 IP address (automatically collected);
4.1.7 web browser type and version (automatically collected);
4.1.8 operating system (automatically collected);
4.1.9 a list of URLs starting with a referring site, your activity on Our Site, and the site you exit to (automatically collected);
4.1.10 information that is linked to you for the purposes of issuing licenses based on software utilization, and for support purposes (such as diagnosing and resolving any issue).
4.2 Please note that our products provide functionality to enable you to store your data on your own managed environment. At no time do We have access to that data. It is only in relation to the data referred to in 4.1 that we hold and to which this policy applies.
4.3 Any financial information such as debit and credit card details are collected by a third party provider who has in place industry standard encryption and protection provision.

5 How Do We Use Your Data?

5.1.1 All personal data is stored securely in accordance with the principles of the Data Protection Act 1998. For more details on security see section 6, below.
5.1.2 We use your data to provide the best possible products and services to you. This includes:
5.1.2.1.1 Providing and managing your Account;
5.1.2.1.2 Providing and managing your access to Our Site;
5.1.2.1.3 Supplying Our products and services to you;
5.1.2.1.4 Personalising and tailoring Our products and services for you;
5.1.2.1.5 To improve the products and services We provide;
5.1.2.1.6 Responding to communications from you;
5.1.2.1.7 Supplying you with email to verify your email account, provide updates, deliver license keys, and provide product updates that you have subscribed to (you may unsubscribe or opt-out at any time by notifying us by email;
5.1.2.1.8 Market research;
5.1.2.1.9 Analysing your use of Our Site and gathering feedback on our Products and services as well as Our Site to enable Us to continually improve Our Site and your user experience; and
5.1.2.1.10 To send you promotional emails about products, services and offers.
5.1.3 We may also use your data for marketing purposes which may include contacting you by email with information, news and offers on Our products and or services. We will not, however, send you any unsolicited marketing or spam and will take all reasonable steps to ensure that We fully protect your rights and comply with Our obligations under the Data Protection Act 1998 and the Privacy and Electronic Communications (EC Directive) Regulations 2003, as amended in 2004, 2011 and 2015.

6 How and Where Do We Store Your Data?

6.1.1 We only keep your data for as long as We need to in order to use it as described above in section 5, and/or for as long as We have your permission to keep it.
6.1.2 Your data will only be stored within the European Economic Area (“the EEA”) (The EEA consists of all EU member states, plus Norway, Iceland and Liechtenstein).
6.1.3 Data security is of great importance to Us, and to protect your data We have put in place suitable physical, electronic and managerial procedures to safeguard and secure data collected through Our Site.
6.1.4 Notwithstanding the security measures that We take, it is important to remember that the transmission of data via the internet may not be completely secure and that you are advised to take suitable precautions when transmitting to Us data via the internet.

7 Do We Share Your Data?

7.1.1 We may share your data with other companies in Our group. This includes Our subsidiaries.
7.1.2 We may sometimes contract with third parties to supply services to you on Our behalf. These may include payment processing, delivery of goods, search engine facilities, advertising and marketing. In some cases, the third parties may require access to some or all of your data. Where any of your data is required for such a purpose, We will take all reasonable steps to ensure that your data will be handled safely, securely, and in accordance with your rights, Our obligations, and the obligations of the third party under the law.
7.1.3 We may compile statistics about the use of Our Site including data on traffic, usage patterns, user numbers, sales and other information. All such data will be anonymised and will not include any personally identifying information. We may from time to time share such data with third parties such as prospective investors, affiliates, partners and advertisers. Data will only be shared and used within the bounds of the law.
7.1.4 In certain circumstances We may be legally required to share certain data held by Us, which may include your personal information, for example, where We are involved in legal proceedings, where We are complying with the requirements of legislation, a court order, or a governmental authority. We do not require any further consent from you in order to share your data in such circumstances and will comply as required with any legally binding request that is made of Us.

8 What Happens If Our Business Changes Hands?

8.1.1 We may, from time to time, expand or reduce Our business and this may involve the sale and/or the transfer of control of all or part of Our business. Data provided by users will, where it is relevant to any part of Our business so transferred, be transferred along with that part and the new owner or newly controlling party will, under the terms of this Privacy Policy, be permitted to use the data for the purposes for which it was originally collected by Us.

9 How Can You Control Your Data?

9.1.1 When you submit information via Our Site, you may be given options to restrict Our use of your data. In particular, We aim to give you strong controls on Our use of your data for direct marketing purposes (including the ability to opt-out of receiving emails from Us which you may do by unsubscribing using the links provided in Our emails and by managing your Account).
9.1.2 You may also wish to sign up to one or more of the preference services operating in the UK: The Telephone Preference Service (“the TPS”), the Corporate Telephone Preference Service (“the CTPS”), and the Mailing Preference Service (“the MPS”). These may help to prevent you receiving unsolicited marketing. Please note, however, that these services will not prevent you from receiving marketing communications that you have consented to receiving.

10 Your Right to Withhold Information

10.1.1 You may access certain areas of Our Site without providing any data at all. However, to use all features and functions available on Our Site you may be required to submit or allow for the collection of certain data.
10.1.2 You may restrict your internet browser’s use of Cookies. For more information, see section 12.

11 How Can You Access Your Data?

You have the legal right to ask for a copy of any of your personal data held by Us (where such data is held) on payment of a small fee which will not exceed £10. Please contact Us for more details at [email protected], or using the contact details below in section 13.

12 What Cookies Do We Use and What For?
12.1.1 Our Site may place and access certain Cookies on your computer or device. Cookies are those placed directly by Us and are used only by Us.
12.1.2 We use Cookies to facilitate and improve your experience of Our Site and to provide and improve Our products and services. We have carefully chosen these Cookies and have taken steps to ensure that your privacy is protected and respected at all times.
12.1.3 Without limitation we may use Cookies to:-
12.1.3.1.1 Analyse our web traffic using an analytics package. Aggregated usage data helps us improve the website structure, design, content and functions;
12.1.3.1.2 Identify whether you are signed in to our website. A Cookie allows us to check whether you are signed in to Our Site;
12.1.3.1.3 Test content on Our Site. For example, 50% of our users might see one piece of content, the other 50% a different piece of content;
12.1.3.1.4 Store information about your preferences. The website can then present you with information you will find more relevant and interesting;
12.1.3.1.5 To recognise when you return to Our Site. We may show your relevant content, or provide functionality you used previously; and
12.1.4 All Cookies used by and on Our Site are used in accordance with current UK and EU Cookie Law.
12.1.5 Cookies do not provide us with access to your computer or any information about you, other than that which you choose to share with us.
12.1.6 Certain features of Our Site depend on Cookies to function. UK and EU Cookie Law deems these Cookies to be “strictly necessary”. You may still block these cookies by changing your internet browser’s settings, but please be aware that Our Site may not work as intended if you do so and some pages and services may become unavailable to you. We have taken great care to ensure that your privacy is not at risk by allowing them.
12.1.7 Our Site uses analytics services provided by Google Analytics for web traffic management, and Cloudflare for Web performance and security. Website analytics refers to a set of tools used to collect and analyse usage statistics, enabling Us to better understand how people use Our Site. This, in turn, enables Us to improve Our Site and the products and services offered through it. You do not have to allow Us to use these Cookies, as detailed below, however whilst Our use of them does not pose any risk to your privacy or your safe use of Our Site, it does enable Us to continually improve Our Site, making it a better and more useful experience for you.
12.1.8 The analytics service(s) used by Our Site use(s) Cookies to gather the required information. Certain of these Cookies may be placed immediately when you first visit Our Site and it may not be possible for Us to obtain your prior consent. You may remove these Cookies and prevent future use of them by following the steps set out below.
12.1.9 You can choose to enable or disable Cookies in your internet browser. Most internet browsers also enable you to choose whether you wish to disable all cookies or only third party cookies. By default, most internet browsers accept Cookies but this can be changed. For further details, please consult the help menu in your internet browser or the documentation that came with your device.
12.1.10 You can choose to delete Cookies at any time however you may lose any information that enables you to access Our Site more quickly and efficiently including, but not limited to, login and personalisation settings.
12.1.11 It is recommended that you keep your internet browser and operating system up-to-date and that you consult the help and guidance provided by the developer of your internet browser and manufacturer of your computer or device if you are unsure about adjusting your privacy settings.

13 Contacting Us

If you have any questions about Our Site or this Privacy Policy, please contact Us by email at [email protected], by telephone on +44 (0) 20 3585 1366, or by post at StorageOS Ltd, 2 Minton Place, Victoria Road, Bicester, Oxfordshire, OX26 6QB. Please ensure that your query is clear, particularly if it is a request for information about the data We hold about you (as under section 11, above).

14 Changes to Our Privacy Policy

We may change this Privacy Policy as we may deem necessary from time to time, or as may be required by law. Any changes will be immediately posted on Our Site and you will be deemed to have accepted the terms of the Privacy Policy on your first use of Our Site following the alterations. We recommend that you check this page regularly to keep up-to-date.

End User Subscription Agreement (EUSA) – December 15th 2016

PDF: StorageOS End User Subscription Agreement December 15th 2016

Please read this EUSA carefully, as it sets out the basis upon which we license the Software for use.

Before you download or install the Software from our website or image media/repository, we will ask you to give your express agreement to the provisions of this EUSA which you can do by clicking here.

By agreeing to be bound by this EUSA, you further agree that any person you authorise to use the Software will comply with the provision of this EUSA.

  1. By agreeing to be bound by this EUSA, you further agree that any person you authorise to use the Software will comply with the provision of this EUSA.
    1. Definitions

    1.1       Except to the extent expressly provided otherwise, in this EUSA:

    Charges” means those further amounts (if any) that the parties have agreed in writing shall be payable by the User to the Licensor;

    Documentation” means the documentation for the Software produced by the Licensor and delivered or made available by the Licensor to the User;

    EUSA” means this end user subscription agreement, including any amendments to this end user licence agreement from time to time;

    Effective Date” means the earlier of the date upon which the User gives the User’s express consent to this EUSA, following the issue of this EUSA by the Licensor or the downloading of the Software by or on behalf of the Licensee;

    Fee” means the licence fee payable by the Licensee to the Licensor periodically in accordance with the rates set out in the Schedule to this Licence or as varied from time to time by the Licensor by notice the User;

    Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

    Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or un-registrable, registered or unregistered, including any application or right of application for such rights, renewals and extensions of, and rights to claim priority from such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world (and these “intellectual property rights” include but are not limited to copyright and related rights, database rights, rights in computer software, rights to preserve the confidentiality of information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

    Licensor” means StorageOS Ltd. a company incorporated in England and Wales, registration number 09614942, having its registered office at 2 Minton Place, Victoria Road, Bicester, Oxfordshire, OX26 6QB;

    Minimum Term” means, in respect of this EUSA, the period set out in the Schedule and  beginning on the Effective Date;

    “New Version any new version of the Software which from time to time is publicly marketed and offered for purchase by the Supplier in the course of its normal business, being a version which contains such significant differences from the previous versions as to be generally accepted in the marketplace as constituting a new product;

    “Open-Source open-source software as defined by the Open Source Initiative (http://opensource.org) or the Free Software Foundation (http://www.fsf.org);

    “Schedule” the schedule to this EUSA which forms an integral and binding part of this Licence’

    Services” means any services that the Licensor provides to the User, or has an obligation to provide to the User, under this EUSA;

    Software” means the StorageOS specific components of the installation, excluding any Open Source Linux distribution packaged around it;

    Software Defect” means a defect, error or bug in the Software on the appearance, operation, functionality or performance of the Software, but excluding any defect, error or bug caused by or arising as a result of:

    (a)        Incorrect or improper use or installation on non-compliant platform

    (b)        a failure of the User to perform or observe any of its obligations in this EUSA; and/or

    (d)        an incompatibility between the Software and any other system, network, application, program, hardware or software not specified as compatible in the Software Specification;

    Software Specification” means the specification for the Software set out the StorageOS website: www.storageos.com from time to time;

    Software update” means the supply to the User of a released Update or Upgrade of the Software which is intended to correct faults, add functionality or otherwise amends or upgrades the Software, but which does not constitute a New Version;

    Source Code” means the Software code in human-readable form or any part of the Software code in human-readable form, including code compiled to create the Software or decompiled from the Software, including but not limited to all technical information and documentation required to enable the modification and operation of it, but excluding interpreted code comprised in the Software;

    Support Services” means support in relation to the installation, configuration, and use of the Software and assistance with the identification and resolution of errors in the Software, but shall not include the provision of training or maintenance services whether in relation to the Software or otherwise;

    Term” means the term of this EUSA, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.3;

    Update” means a hotfix, patch or minor version update to the Software;

    Upgrade” means a major version upgrade of the Software;

    User” means the person to whom the Licensor grants a right to use the Software under this EUSA and which is sometimes referred to as Licensee; and

    User Indemnity Event” has the meaning given to it in Clause 11.

    1. Term

    2.1       This EUSA shall come into force upon the Effective Date.

    2.2       This EUSA shall continue in force for the Minimum Term and will immediately auto-renew for the same amount of time until or unless terminated in accordance with the provisions of this Licence.

    2.3       Upon each and every such auto-renewal the Fee payable shall be the then prevailing rate of the Fee for the licence for the Software for the whole period of the auto-renewal at the tier and capacity the User ordered

    1. Licence

    3.1       In consideration of the Fee the Licensor, being the entire legal and beneficial owner and licensor of the Software, hereby grants to the User from the date of supply of the Software to the User until the end of the Term a worldwide, non-exclusive licence to:

    (a)        Install the Software on a single array of nodes;

    (b)        Use the Software in accordance with its Software Specification and in accordance with the tier and capacity paid by the User to the Licensor at the prevailing rates as set out in the Schedule or varied from time to time;

    (c)        Create, store and maintain one back-up copy of the installer ISO of the Software, subject to the limitations and prohibitions set out and referred to in this Clause 3.

    3.2       The User may not assign, charge or sub-license and must not purport to transfer, assign, charge or transfer, sub-license any rights granted under Clause 3.1 or any of its obligations to the Licensor under this EUSA without the prior written consent of the Licensor.

    3.3       The User may not use the Software other than as specified in the Licence and the Software Specification without the prior written consent of the Licensor. The User acknowledges that additional fees may be payable on any such change or additional use.

    3.4       Save to the extent expressly permitted by this EUSA or required by applicable law on a non-excludable basis, any licence granted under this Clause 3 shall be subject to the following prohibitions for the Licensee or any third party:

    3.4.1    translate, disassemble, reverse engineer, decompile, recompile, update, modify, merge, prepare derivative works, adapt, translate or copy any portion of the Licensed Software except as authorized herein or as otherwise expressly permitted by applicable law;

    3.4.2    use the Licensed Software in violation of applicable local, state, national and international laws and regulations;

    3.4.3    use the Licensed Software in excess of the number of licenses purchased from or authorized by the Licensor;

    3.4.4.   use the Licensed Software as a service provider, rental or managed services basis or permit other individuals or entities to create Internet “links” to the Software or “frame” or “mirror” the Software on any other server or wireless or Internet-based device;

    3.4.5    alter, change, or remove any titles, trademarks, trade names, copyright notices, legends or other proprietary markings placed on the Licensed Software;

    3.4.6    use the Licensed Software to create a competitive offering;

    3.4.7    share or publish the results of any benchmarking or performance testing, and/or compatibility analysis of the Licensed Software without Licensor’s prior written consent;

    3.4.8    use any or all beta software for production systems; or

    3.4.9    provide, make available to, or permit use of the Licensed Software in whole or in part by, any third party, including contractors, without StorageOS’s prior written consent, unless such use by the third party is solely on Licensee’s behalf, is strictly in compliance with the terms and conditions of this EUSA, and Licensee is liable for any breach of this EUSA by such third party.

    3.5       The User shall be responsible for the security of copies of the Software supplied to the User under this EUSA and shall use all reasonable endeavours (including all reasonable security measures) to ensure that access to such copies is restricted to persons authorised to use them under this EUSA.

    3.6       The User may not use any information provided by the Licensor or obtained by the User to create any software whose expression is substantially similar to that of the Software nor use any such information in a manner which would be restricted by any copyright subsisting in it.

    1. Source Code

    4.1       Nothing in this EUSA shall give to the User or any other person any right to access or use the Source Code or constitute any licence of the Source Code.

    1. Software Updates

    5.1       The Licensor shall provide the Software Updates to the User during the Term.

    5.2       The User shall install all Software Updates as soon as reasonably practicable after receipt.

    5.3       The Licensor warrants to the User that the application of Software Updates by the Licensor will not introduce any known Software Defects into the Software.

    5.4       The Licensor warrants to the User that the application of Updates and Upgrades to the Software by the User in accordance with the instructions of the Licensor will not introduce any known Software Defects into the Software.

    1. Support Services

    6.1       The Licensor may offer support and maintenance services to the User in addition to the Licence but the same are not included within the current Licence and will be subject to Charges.

    1. No assignment of Intellectual Property Rights

    7.1       StorageOS retains exclusive ownership and all right, title, copyright, trademark, and interest in and to the Software and the Intellectual Property Rights and reserves all rights not expressly granted hereunder. Licensee agrees that no implied licenses exist and that it shall not obtain any right in or to any portion of the Intellectual Property or any modifications.

    7.2       The Licensor may at any time sub-license, assign, novate, charge or otherwise deal in any other manner with any or all of its rights and obligations under this Licence provided it gives notice to the User.

    1. Fees

    8.1       The User shall pay the Licensor licence fees in respect of the tier and capacity required as set out in the Schedule (hyperlink) or varied from time to time by the Licensor, in advance on or before the first day of the period in question.

    8.2       All sums payable under this licence are exclusive of VAT or any relevant local sales taxes for which the User shall be responsible.

    8.3       The Fee (together with the provisions of this Licence) is the consideration for the grant by the Licensor to the User of a periodic licence for the Term to use the Software in the tier and capacity paid for.

    8.4       The Fee (including in respect of any auto-renewal) shall be payable in advance and is non-refundable and non-transferable.

    1. Warranties

    9.1       The Licensor warrants to the User that it has the legal right and authority to enter into this EUSA and to perform its obligations under the EUSA.

    9.2       The Licensor warrants to the User that:

    (a)        the Software will be supplied free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs; and

    (b)        the Software shall incorporate security features reflecting the requirements of good industry practice.

    9.3       The Licensor warrants to the User that the Software, (as at the date of this Licence) when used by the User in accordance with this EUSA, will not breach any laws, statutes or regulations applicable under English law.

    9.4       The User warrants to the Licensor that it has the legal right and authority to enter into this EUSA and to perform its obligations under the EUSA.

    9.5       All of the Licensor’s warranties and representations in respect of the subject matter of this EUSA are expressly set out in this EUSA. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this EUSA will be implied into the EUSA or any related contract.

    1. Acknowledgements and warranty limitations

    10.1    The User acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this EUSA, the Licensor gives no warranty or representation that the Software will be wholly free from defects, errors and bugs.

    10.2     The User acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this EUSA, the Licensor gives no warranty or representation that the Software will be entirely secure.

    10.3     The User acknowledges that the Software is only designed to be compatible with that software specified as compatible in the Software Specification; and the Licensor does not warrant or represent that the Software will be compatible with any other software.

    10.4     The Licensor does not warrant that the use of the Software will be uninterrupted or error-free.

    10.5     The User accepts responsibility for the selection of the Software to achieve its intended results and acknowledges that the Software has not been developed to meet the individual requirements of the User.

    10.6     The User acknowledges that any Open-Source Software provided by the Licensor is provided “as is” and expressly subject to the disclaimer in clause 10.8

    10.7     The User acknowledges that the Licensor will not provide any legal, compliance, financial, accountancy or taxation advice under this EUSA or in relation to the Software; and, except to the extent expressly provided otherwise in this EUSA, the Licensor does not warrant or represent that the Software or the use of the Software by the User will not give rise to any legal liability on the part of the User or any other person.

    10.8     All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this Licence or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.

    1. Indemnities

    11.1     The User shall indemnify and shall keep indemnified the Licensor against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Licensor and arising directly or indirectly as a result of any breach by the User of this EUSA (a “User Indemnity Event“).

    11.2     The Licensor must:

    (a)        upon becoming aware of an actual or potential User Indemnity Event, notify the User;

    (b)        provide to the User all such assistance as may be reasonably requested by the User in relation to the User Indemnity Event;

    (c)        allow the User the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the User Indemnity Event; and

    (d)        not admit liability to any third party in connection with the User Indemnity Event or settle any disputes or proceedings involving a third party and relating to the User Indemnity Event without the prior written consent of the User,

    11.3     The indemnity protection set out in this Clause 11 shall not be subject to the limitations and exclusions of liability set out in this EUSA.

    1. Limitations and exclusions of liability

    12.1     Nothing in this EUSA will:

    (a)        limit or exclude any liability for death or personal injury resulting from negligence;

    (b)        limit or exclude any liability for fraud or fraudulent misrepresentation;

    (c)        limit any liabilities in any way that is not permitted under applicable law; or

    (d)        exclude any liabilities that may not be excluded under applicable law,

    and, if a party is a consumer, that party’s statutory rights implied under section 12 Sale of Goods Act 1979 or section 2 of the Supply of Goods Act 1982 will not be excluded or limited by the EUSA, except to the extent permitted by law.

    12.2     The limitations and exclusions of liability set out in this Clause 12 and elsewhere in this EUSA:

    (a)        are subject to Clause 12.1; and

    (b)        govern all liabilities arising under the EUSA or relating to the subject matter of the EUSA, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in the EUSA.

    12.3     The Licensor will not in any circumstances be liable to the User in respect of any losses or damage which may be suffered by the User (or any person claiming under or through the User) whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever which fall within any of the following: –

    12.3.1              arising out of a Force Majeure Event;

    12.3.2             in respect of any loss of profits or anticipated savings;

    12.3.3              in respect of any loss of revenue or income;

    12.3.4              special damage even if the Licensor was aware of the circumstances in which such special damage could arise;

    12.3.5              in respect of any loss of business, contracts or opportunities;

    12.3.6              in respect of any loss or corruption of any data, database or software; or

    12.3.7              any change in the functionality of the respective tier or withdrawal of any tier on notice.

    12.4     The total liability of the Licensor, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence or any collateral contract, shall in no circumstances exceed a sum equal to the Fee.

    12.5     The User agrees that, in entering into this Licence, either it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this Licence or (if it did rely on any representations, whether written or oral, not expressly set out in this Licence) that it shall have no remedy in respect of such representations and (in either case) the Licensor shall have no liability in any circumstances otherwise than in accordance with the express terms of this Licence.

    1. Confidential Information

    13.1     For all StorageOS Products, all information relating to the commercial terms of this Licence and in respect of the Product / Software, its errors, usage, capability, performance, and or compatibility shall be considered confidential information. The Licensee without prejudice to his common law duties shall not (except as authorised or required by law, either during the License Period or at any time after termination of the):

    (a)        use any Confidential Information; or

    (b)        make or use any Copies; or

    (c)        disclose any Confidential Information to any person, company or other organisation whatsoever.

    13.2     The Licensee shall be responsible for protecting the confidentiality of the Confidential Information and shall:

    (a)        use his best endeavours to prevent the use or communication of any Confidential Information by any person, company or organisation (except in the proper course of his duties, as required by law or as authorised by the Company); and

    (b)        inform the Company immediately upon becoming aware, or suspecting, that any such person, company or organisation knows or has used any Confidential Information.

    13.3     All Confidential Information and Copies shall be the property of StorageOS and on termination of the Licence, or at the request of the Company, at any time during the Licence Period, the Licensee shall:

    (a)        hand over all Confidential Information or Copies to the Licensor;

    (b)        irretrievably delete any Confidential Information (including any Copies) stored on any magnetic or optical disk or memory, including personal computer networks, personal email accounts or personal accounts on websites, and all matter derived from such sources which is in its possession or under his control outside the Licensee’s premises; and

    (c)        provide a signed statement confirming full compliance with his obligations under this clause 13. 

    1. Data Collection and analysis

    The Licensor may collect and analyse data in accordance with the Privacy Policy

    1. Compliance with Export Control

    15.1     User shall not export, directly or indirectly, any technical data acquired from the Licensor under this Agreement (or any products, including software, incorporating any such data) in breach of any applicable laws or regulations (Export Control Laws), including United States export laws and regulations, to any country for which the United States or any other government or any agency thereof at the time of export requires an export licence or other governmental approval without first obtaining such licence or approval.

    15.2     User undertakes with the Licensor:

    (a) contractually to oblige any third party to whom it discloses or transfers any such data or products to make an undertaking to it which substantially replicates the one set out in clause 15.1; and

    (b) if requested, to provide the other party with any reasonable assistance, at the reasonable cost of the other party, to enable it to perform any activity required by any competent government or agency in any relevant jurisdiction for the purpose of compliance with any Export Control Laws.

    15.3     Any breach of this clause 15 shall be deemed to be a material breach of the Licence. 

    1. Termination

    16.1     The Licensor may terminate this EUSA at any time on or after the end of the Minimum Term.

    16.2     Subject to the payment in full of the Fee applicable to the Licence for the period to the end of the Term, the User may terminate this EUSA by giving to the Licensor notice to terminate this EUSA at least one month before in order to take effect at the end of the Term.

    16.3     Either party may terminate this EUSA immediately by giving written notice of termination to the other party if:

    (a)        the other party commits any material breach of the EUSA, and:

    (i)         the breach is not remediable; or

    (ii)        the breach is remediable, but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied; or

    (b)        the other party persistently breaches the EUSA (irrespective of whether such breaches collectively constitute a material breach).

    16.4     Either party may terminate this EUSA immediately by giving written notice of termination to the other party if:

    (a)        the other party:

    (i)         is dissolved;

    (ii)        ceases to conduct all (or substantially all) of its business;

    (iii)       is or becomes unable to pay its debts as they fall due;

    (iv)       is or becomes insolvent or is declared insolvent; or

    (v)        convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

    (b)        an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

    (c)        an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the EUSA);

    (d)        if that other party is an individual:

    (i)         that other party dies;

    (ii)        as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or

    (iii)       that other party is the subject of a bankruptcy petition or order.

    1. Effects of termination

    17.1     Upon the termination of this EUSA, all of the provisions of this EUSA shall cease to have effect, save that the following provisions of this EUSA shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 9.4, 12, 13, and 16.

    17.2     The termination of this EUSA shall not affect the accrued rights of either party.

    17.3     For the avoidance of doubt, the licences of the Software in this EUSA shall terminate upon the termination of this EUSA; and, accordingly, the User must immediately cease to use the Software and cease all activities authorised by this Licence upon the termination of this EUSA.

    17.4     Within 10 Business Days following the termination of this EUSA, the User must:

    (a)        return to the Licensor or destroy as the Licensor may instruct all media in its possession custody or control containing the Software; and

    (b)        irrevocably delete from all computer systems in its possession or control all copies of the Software.

    And in the case of destruction and or deletion certify in writing to the Licensor that it has done so.

    If the free version of the Software (with limited facilities) is still available at the time of termination the User may continue to use the free version but all the benefits and functionality of the premium versions will not be available to the User.

    18.       Renewal after Termination

    The User may not renew the licensed use of any premium aspect of the Software (being a facility for which a payment is required) following termination (howsoever occurring) unless and until all Fees payable for the tier and capacity (as set out in the Schedule or varied from time to time) for the period from the date of termination until the date the User wishes to re-start use of the premium aspect of the Software.

    19.       Waiver

    No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

    20.       Remedies

    Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

    21.       Entire agreement

    21.1     This Licence, the schedules and the documents annexed as appendices to this Licence or otherwise referred to herein contain the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter.

    21.2     Each party acknowledges that, in entering into this Licence and the documents referred to in it, it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to this Licence or not) (Representation) other than as expressly set out in this Licence or those documents.

    21.3     Each party agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract as expressly provided in this Licence.

    21.4     Nothing in this clause shall limit or exclude any liability for fraud.

    22.       Variation

    22.1     Licensor may update or vary this EUSA from time to time and shall notify the User of any such change or variation. In the event that the User does not accept the update or variation the User may discontinue the Licence during or at the end of the period in respect of which the User has paid the Fee at the time the Licensor makes the update or variation. The User’s continued use of the Software thereafter is deemed to be acceptance of the change or variation.

    22.2     In the event that the User discontinues the Licence by reason of non-acceptance of the update or variation referred to in clause 22.1 the User shall be entitled to a refund of the amount of the Fee actually paid which relates pro-rata to the period unexpired of the Term so paid. Upon refund of that amount the Licensor shall have no further liability to the User whatsoever.

    23.       Severance

    23.1     If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

    23.2     If any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

    24.       Third-party rights

    24.1     A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

    24.2     The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any person that is not a party to this agreement.

    1. No partnership or agency

    25.1     Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

    25.2     Each party confirms it is acting on its own behalf and not for the benefit of any other person.

    26.       Force majeure

    Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 4weeks, the party not affected may terminate this agreement by giving 10 days’ written notice to the affected party.

    1. Publicity

    Neither party shall disclose the terms of this Agreement without prior written consent from the other.  Licensee, however, agrees that its name and any logo may be included by StorageOS in any published list of StorageOS licensees on the StorageOS website and in other marketing materials.

    1. Injunctive or other Relief

    Without prejudice to any other rights or remedies that the Licensor may have, the User acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of this agreement. Accordingly, the Licensor shall be entitled to the remedies of injunctions, specific performance or other equitable relief for any threatened or actual breach of this agreement by the User.

    1. Notices

    All notices or reports permitted or required under this Agreement shall be in writing and shall be delivered by personal delivery, email, overnight delivery service or by registered mail, return receipt requested, or on line through the Web Site and shall be deemed given upon personal delivery, the next business day for overnight delivery service, five (5) days after deposit in the mail, or upon acknowledgment of receipt of email transmission or immediately if made on-line through the Web Site.  Notices shall be sent to the respective parties at the address set forth in the opening paragraph of this Agreement or such other address as either party may specify in writing or by electronic means on-line through the Web Site to the Licensor and to the email address of the User.

    30.       Counterparts

    This agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

     31.1     In this EUSA, a reference to a statute or statutory provision includes a reference to:

    (a)        that statute or statutory provision as modified, consolidated and/or re-enacted and

    (b)        any subordinate legislation made under that statute or statutory provision.

    31.2     The Clause headings do not affect the interpretation of this EUSA.

    31.3     In this EUSA, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.

    1. Governing Law and Jurisdiction

    32.1     This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

    32.2     The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

    31. Interpretation

    31.1     In this EUSA, a reference to a statute or statutory provision includes a reference to:

    (a)        that statute or statutory provision as modified, consolidated and/or re-enacted and

    (b)        any subordinate legislation made under that statute or statutory provision.

    31.2     The Clause headings do not affect the interpretation of this EUSA.

    31.3     In this EUSA, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.

    1. Governing Law and Jurisdiction

    32.1     This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

    32.2     The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).