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TrueNAS SCALE EULA

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Last Modified 2021-09-23 09:20 EDT

TrueNAS SCALE End User License Agreement

Important - Please Read This EULA Carefully

PLEASE CAREFULLY READ THIS END USER LICENSE AGREEMENT (EULA) BEFORE CLICKING THE AGREE BUTTON. THIS AGREEMENT SERVES AS A LEGALLY BINDING DOCUMENT BETWEEN YOU AND IXSYSTEMS, INC. BY CLICKING THE AGREE BUTTON, DOWNLOADING, INSTALLING, OR OTHERWISE USING TRUENAS SCALE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT). IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS IN THIS AGREEMENT, DO NOT USE OR INSTALL TRUENAS SCALE SOFTWARE.

This agreement is provided in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “AAA Rules”) under confidential binding arbitration held in Santa Clara County, California. To the fullest extent permitted by applicable law, no arbitration under this EULA will be joined to an arbitration involving any other party subject to this EULA, whether through class arbitration proceedings or otherwise. Any litigation relating to this EULA shall be subject to the jurisdiction of the Federal Courts of the Northern District of California and the state courts of the State of California, with venue lying in Santa Clara County, California. All matters arising out of or relating to this agreement shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule.

1.0 Definitions

1.1 “Company”, “iXsystems” and “iX” means iXsystems, Inc., on behalf of themselves, subsidiaries, and affiliates under common control.

1.2 “TrueNAS SCALE Software” means the TrueNAS SCALE storage management software.

1.3 “TrueNAS Device” means the TrueNAS storage appliances and peripheral equipment provided by iXsystems or a third party.

1.4 “Product” means, individually and collectively, the TrueNAS SCALE Software and the TrueNAS Device provided by iXsystems.

1.5 “Open Source Software” means various open source software components licensed under the terms of applicable open source license agreements, each of which has its own copyright and its own applicable license terms.

1.6 “Licensee”, “You” and “Your” refers to the person, organization, or entity that has agreed to be bound by this EULA including any employees, affiliates, and third party contractors that provide services to You.

1.7 “Agreement” refers to this document, the TrueNAS End User License Agreement.

2.0 License

Subject to the terms set forth in this Agreement, iXsystems grants You a non-exclusive, non-transferable, perpetual, limited license without the option to sublicense, to use TrueNAS SCALE Software on Your TrueNAS Device(s). This use includes but is not limited to using or viewing the instructions, specifications, and documentation provided with the Product.

TrueNAS SCALE software is made available as Open Source Software, subject to the license conditions contained within that Open Source Software.

3.0 License Restrictions

TrueNAS SCALE Software is authorized for use on any TrueNAS Device. TrueNAS Devices can include hardware provided by iXsystems or third parties. TrueNAS Devices may also include virtual machines and cloud instances. TrueNAS SCALE software may not be commercially distributed or sold without an addendum license agreement and express written consent from iXsystems. .

The TrueNAS SCALE Software is protected by copyright laws and international treaties, as well as other intellectual property laws, statutes, and treaties. The TrueNAS SCALE Software is licensed, not sold to You, the end user. You do not acquire any ownership interest in the TrueNAS SCALE Software, or any other rights to the TrueNAS SCALE Software, other than to use the TrueNAS SCALE Software in accordance with the license granted under this Agreement, subject to all terms, conditions, and restrictions. iXsystems reserves and shall retain its entire right, title, and interest in and to the TrueNAS SCALE Software, and all intellectual property rights arising out of or relating to the TrueNAS SCALE Software, subject to the license expressly granted to You in this Agreement.

The TrueNAS SCALE Software may contain iXsystems’ proprietary trademarks and collateral. By agreeing to this license agreement for TrueNAS SCALE, You agree to use reasonable efforts to safeguard iXsystems’ intellectual property and hereby agree to not use or distribute iXsystems’ proprietary intellectual property and collateral commercially without the express written consent of iXsystems. Official iXsystems Channel Partners are authorized to use and distribute iXsystems’ intellectual property through an addendum to this license agreement. By accepting this Agreement, You are responsible and liable for all uses of the Product through access thereto provided by You, directly or indirectly.

The TrueNAS SCALE software includes Open Source components and some proprietary extensions which are available through additional licences You agree to not alter the source code to take advantage of the proprietary extensions without a license to those proprietary extensions, including the TrueNAS Enterprise features sets.

4.0 General

4.1 Entire Agreement - This Agreement, together with any associated purchase order, service level agreement, and all other documents and policies referenced herein, constitutes the entire and only agreement between You and iXsystems for use of the TrueNAS SCALE Software and all other prior negotiations, representations, agreements, and understandings are superseded hereby. No agreements altering or supplementing the terms hereof may be made except by means of a written document signed by Your duly authorized representatives and those of iXsystems.

4.2 Waiver and Modification - No failure of either party to exercise or enforce any of its rights under this EULA will act as a waiver of those rights. This EULA may only be modified, or any rights under it waived, by a written document executed by the party against which it is asserted.

4.3. Severability - If any provision of this EULA is found illegal or unenforceable, it will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions of this EULA will not be affected.

4.4 United States Government End Users - For any TrueNAS SCALE Software licensed directly or indirectly on behalf of a unit or agency of the United States Government, this paragraph applies. Company’s proprietary software embodied in the Product: (a) was developed at private expense and is in all respects Company’s proprietary information; (b) was not developed with government funds; (c) is Company’s trade secret for all purposes of the Freedom of Information Act; (d) is a commercial item and thus, pursuant to Section 12.212 of the Federal Acquisition Regulations (FAR) and DFAR Supplement Section 227.7202, Government’s use, duplication or disclosure of such software is subject to the restrictions set forth by the Company and Licensee shall receive only those rights with respect to the Product as are granted to all other end users.

4.5 Title - iXsystems retains all rights, titles, and interest in TrueNAS SCALE Software and all related copyrights, trade secrets, patents, trademarks, and any other intellectual and industrial property and proprietary rights, including registrations, applications, registration keys, renewals, and extensions of such rights. Contact Information - If You have any questions about this Agreement, or if You want to contact iXsystems for any reason, please email legal@ixsystems.com.

4.6 Maintenance and Support - You may be entitled to support services from iXsystems after purchasing a Product or a support contract. iXsystems will provide these support services based on the length of time of the purchased support contract. This maintenance and support is only valid for the length of time that You have purchased with Your Product. iXsystems may from time to time and at their sole discretion vary the terms and conditions of the maintenance and support agreement based on different business environmental and personnel factors. Any variations will be notified via email and the support portal. For more information on our Maintenance and Support contract, refer to https://www.ixsystems.com/support/.

4.7 Force Majeure - iXsystems will not be deemed to be in default of any of the provisions of this Agreement or be liable for any delay or failure in performance due to Force Majeure, which shall include without limitation acts of God, earthquake, weather conditions, labor disputes, changes in law, regulation or government policy, riots, war, fire, epidemics, acts or omissions of vendors or suppliers, equipment failures, transportation difficulties, malicious or criminal acts of third parties, or other occurrences which are beyond iXsystems’ reasonable control.

4.8 Termination - iXsystems may cease any and all support, services, or maintenance under this Agreement without prior notice, or liability, and for any reason whatsoever, without limitation, if any of the terms and conditions of this Agreement are breached. Other provisions of this Agreement will survive termination including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

4.9 Open Source Software Components - iXsystems uses Open Source Software components in the development of the TrueNAS SCALE Software. Open Source Software components that are used in the TrueNAS SCALE Software are composed of separate components each having their own trademarks, copyrights, and license conditions.

4.10 Assignment - Licensee shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without iXsystems’ prior written consent. No delegation or other transfer will relieve Licensee of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section is void. iXsystems may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without Licensee’s consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.

5.0 Export Control Regulations

“The Product may be subject to export control laws. You shall not, directly or indirectly, export, re-export, or release the Product to, or make the Product accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval).”

6.0 Data Collection and Privacy

TrueNAS SCALE Software may collect non-sensitive system information relating to Your use of the Product, including information that has been provided directly or indirectly through automated means. Usage of TrueNAS SCALE Software, device status and system configuration are allowed according to iXsystems’ privacy policy.

TrueNAS SCALE Software will not collect sensitive User information including email addresses, names of systems, pools, datasets, folders, files, credentials.

By accepting this Agreement and continuing to use the Product, you agree that iXsystems may use any information provided through direct or indirect means in accordance with our privacy policy and as permitted by applicable law, for purposes relating to management, compliance, marketing, support, security, update delivery, and product improvement.

7.0 Limitation of Liability and Disclaimer of Warranty

THE PRODUCT IS PROVIDED “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IXSYSTEMS, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PRODUCT, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, IXSYSTEMS PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE PRODUCT WILL MEET THE LICENSEE’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) IN NO EVENT WILL IXSYSTEMS OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO LICENSEE, LICENSEE’S AFFILIATES, OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE PRODUCT; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT IXSYSTEMS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (B) IN NO EVENT WILL IXSYSTEMS’ AND ITS AFFILIATES', INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS' AND SERVICE PROVIDERS', COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO IXSYSTEMS PURSUANT TO THIS AGREEMENT FOR THE PRODUCT THAT IS THE SUBJECT OF THE CLAIM; (C) THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF THE LICENSEE’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.

You hereby acknowledge that you have read and understand this Agreement and voluntarily accept the duties and obligations set forth herein by clicking accept on this Agreement.