UCG Technologies Terms of Service: Software

Software Terms

These terms (the “Software Terms”) apply to UCG Technologies’ Software. By purchasing or using the Software, Customer agrees to be bound by the General Enterprise Terms, these Software Terms, and the applicable Order Form. Capitalized terms not defined in these Software Terms have the meaning given to them in the General Enterprise Terms.

1. Additional Defined Terms.

“Client Software” means the On-Premise Software that requires software agents, clients or plug-ins be installed on particular devices.

“Designated Equipment" means the server hardware on which the On-Premise Software has been activated and/or installed with UCG Technologies’ authorization.

“License Period” means the term as set forth in an Order Form.

“Software” means the machine-readable, object code form of software that is ordered pursuant to an Order Form and is installed and operated on-site at locations and on servers and devices that Customer controls, and includes the Client Software and the Server Software.

“Server Software” means software in object-code form that is intended to be installed and operated in a server environment, as specified in the Documentation.

2. License Grants.

Subject to the terms and conditions of the Agreement and the applicable Order Form, for the term of the License Period, UCG Technologies grants to Customer a non-exclusive, non-transferable, revocable, fee-bearing, limited license (without the right to sublicense) to install, execute and use the Software solely: (a) in object code format, (b) in accordance with the applicable Documentation, (c) subject to all other Requirements and Restrictions, and (d) for Customer’s internal business purposes, with no right to make such software available to third parties either by transferring copies thereof or by providing a hosted service.

3. Activation.

Software may require activation of each license after installation. Failure to activate each license within the required time frame and pursuant to the Documentation may cause the Software to not work or stop functioning. Any attempt to bypass this process will immediately terminate the license.

4. Customer Responsibilities and Compliance.

Customer agrees to (a) only use the Software on the Designated Equipment (for the avoidance of doubt, any transfer of the Software from the Designated Equipment to other equipment is strictly prohibited); (b) purchase additional capacity licenses or rights to use the Software for additional Designated Equipment; and (c) use the UCG Technologies reports and logs to monitor usage for compliance with (a) and (b) above and other Restrictions and Requirements. Should any aspect of Customer’s deployment or use not adhere to the Restrictions or Requirements for the Software (e.g., data stored exceeds capacity licensed or use on equipment that is not Designated Equipment), none of UCG Technologies’ contractual duties or obligations shall apply to such aspect that is not in compliance, and UCG Technologies shall have the right to treat such noncompliance as a material breach of this Agreement pursuant to Section 7 of the General Enterprise Terms. Customer shall allow UCG Technologies access to the Software deployed at Customer’s site for UCG Technologies’ internal business purposes, including but not limited to, collecting anonymized storage statistics used by UCG Technologies to invoice Customers.

5. Technical Support Services.

Software is provided with Technical Support Services for the initial twelve (12) months of the Software license and thereafter Technical Support Services must be purchased pursuant to a separate Order Form.

6. Use of the Software for Data Migration.

When using the Software in connection with data migration, Customer acknowledges and agrees to use best practices to ensure that all Customer Content has been properly copied and transferred and will verify that Customer Content is transferred from the original host server to the target host server before any Customer Content is deleted from the original host server. UCG Technologies shall not be liable for the loss of any Customer Content or any data in connection with data migration performed by the Software. Effects of Termination. In addition to Section 8(e) of the General Enterprise Terms, upon termination or expiration of this Agreement, Customer acknowledges and agrees to remove all Software from its systems and environment within thirty (30) days of such expiration or termination.

Updated April 2018