ArchiveMASH EULA

BLUESOURCE, INC.

1900 Enchanted Way

Grapevine Texas 76051

Software License Agreement for ArchiveMASH™

www.bluesource.net

 

Software License Agreement (One Time Use – Data Based Licensing)

This Software License Agreement (“Agreement”) is entered into between [Bluesource Inc.] (“Licensor”) and [Customer Name] (“Customer”). By installing, accessing, or using the Software, Customer agrees to be bound by the terms of this Agreement.

 

1. Definitions

• “Software” means the archive migration software product provided by Licensor, including any associated scripts, utilities, documentation, and updates provided for the purpose of migrating Customer’s data.

• “Migration Event” means a single execution of the Software for the purpose of migrating a defined quantity of Customer data.

• “Licensed Data Volume” means the maximum amount of data (measured in terabytes, gigabytes, or another agreed upon unit) that Customer is authorized to migrate during the Migration Event.

• “One Time Use” means the Software may be executed only once for a single Migration Event, up to the Licensed Data Volume.

 

2. Grant of License

2.1 License Type.

Licensor grants Customer a non exclusive, non transferable, non sublicensable, one time use license to run the Software solely for the purpose of migrating up to the Licensed Data Volume.

2.2 Scope of Use.

Customer may:

• Install the Software on a single system or their environment for the duration of the Migration Event.

• Use the Software only to migrate Customer’s own data.

2.3 Restrictions.

Customer may not:

• Use the Software for more than one Migration Event.

• Exceed the Licensed Data Volume without purchasing additional capacity.

• Modify, reverse engineer, decompile, or disassemble the Software.

• Rent, lease, sublicense, distribute, or otherwise make the Software available to third parties.

• Use the Software for service bureau, outsourcing, or commercial migration services unless expressly authorized in writing.

 

3. Data Volume Enforcement

3.1 Measurement.

The Software may include mechanisms to measure or validate the amount of data migrated. Customer agrees that such mechanisms are binding for determining compliance with the Licensed Data Volume.

3.2 Exceeding Licensed Data Volume.

If Customer exceeds the Licensed Data Volume:

• Customer must immediately notify Licensor.

• Additional fees will apply based on Licensor’s then current pricing.

• Licensor may disable or restrict further use of the Software.

 

4. Term and Termination

4.1 Term.

This Agreement becomes effective upon delivery of the Software and remains in effect until completion of the Migration Event or termination under this Section.

4.2 Automatic Termination.

The license automatically terminates upon:

• Completion of the Migration Event,

• Expiration of any time limited activation window (if applicable), or

• Exceeding the Licensed Data Volume without authorization.

4.3 Termination for Cause.

Licensor may terminate this Agreement immediately if Customer breaches any term.

4.4 Effect of Termination.

Upon termination, Customer must:

• Cease all use of the Software,

• Uninstall and delete all copies, and

• Certify destruction upon request.

 

5. Ownership and Intellectual Property

The Software is licensed, not sold. Licensor retains all rights, title, and interest in the Software, including all intellectual property rights. No rights are granted except those expressly stated in this Agreement.

 

6. Support and Updates

Unless otherwise stated in an order form:

• The license does include ongoing support or maintenance during the term of the Migration Event.

• Updates or patches may be provided solely to enable the Migration Event.

 

7. Confidentiality

Both parties agree to protect confidential information disclosed during the migration process. Customer remains solely responsible for securing its own data before, during, and after migration.

 

8. Warranty Disclaimer

Except as expressly stated in this Agreement, the Software is provided on an “AS IS” basis. Licensor disclaims all other warranties, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, and non infringement. 

9. Limitation of Liability

To the maximum extent permitted by law:

• Licensor is not liable for indirect, incidental, consequential, or punitive damages.

• Licensor’s total liability under this Agreement will not exceed the fees paid by Customer for the Licensed Data Volume.

 

10. Indemnification

Customer agrees to indemnify and hold Licensor harmless from claims arising out of:

• Customer’s misuse of the Software,

• Violation of this Agreement, or

• Migration of data that Customer does not have the legal right to move.

 

11. Governing Law

This Agreement is governed by the laws of Texas in the USA without regard to conflict of law principles.

 

12. Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding the Software and supersedes all prior or contemporaneous agreements or understandings.