Legal Notices

Download a copy of this Acceptable Use Policy.

This Acceptable Use Policy (this “Policy”) describes prohibited uses of the software and related services offered by Zadara Storage Inc. and its subsidiaries and affiliates (the “Software”and“Services” respectively) and the website located at https://www.zadara.com (the “Zadara Site”). The examples described in this Policy are not exhaustive. This Policy applies to yourself and any other entities you or your affiliates enable to utilize the Software (collectively “You”). We may modify this Policy at any time and without notice by posting a revised version on the Zadara Site. By using the Software or accessing the Zadara Site, you agree to the latest version of this Policy. If you violate the Policy or authorize or help others to do so, we may suspend or terminate part or all of your use of the Software and the Services.

1. No Illegal, Harmful, or Offensive Use or Content

You may not use, or encourage, promote, facilitate or instruct others to use, the Software or Zadara Site for any illegal, harmful or offensive use, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, or offensive. Examples of prohibited activities or content include:

Illegal Activities. Any illegal activities, including advertising, transmitting, or otherwise making available gambling sites or services or disseminating, promoting or facilitating child pornography.

Harmful or Fraudulent Activities. Activities that may be harmful to others, our operations or reputation, including offering or disseminating fraudulent goods, services, schemes, or promotions (e.g., make-money-fast schemes, ponzi and pyramid schemes, phishing, or pharming), or engaging in other unfair and/or deceptive practices.

Infringing Content. Content that infringes or misappropriates the intellectual property or proprietary rights of others.

Offensive Content. Content that is defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable, including content that constitutes child pornography, relates to bestiality, or depicts non-consensual sex acts.

Harmful Content. Content or other computer technology that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, or data, including viruses, Trojan horses, worms, time bombs, or cancelbots.

2. No Security Violations

You may not use the Software to violate the security or integrity of any network, computer or communications system, software application, or network or computing device (each, a “System”). Prohibited activities include:

Unauthorized Access. Accessing or using any System without permission, including attempting to probe, scan, or test the vulnerability of a System or to breach any security or authentication measures used by a System.

Interception. Monitoring of data or traffic on a System without permission.

Falsification of Origin. Forging TCP-IP packet headers, e-mail headers, or any part of a message describing its origin or route. This prohibition does not include the use of aliases or anonymous remailers.

3. No Network Abuse

You may not make network connections to any users, hosts, or networks unless you have permission to communicate with them. Prohibited activities include:

Monitoring or Crawling. Unauthorized Monitoring or crawling of a System that impairs or disrupts the System being monitored or crawled.

Denial of Service (DoS). Inundating a target with communications requests so the target either cannot respond to legitimate traffic or responds so slowly that it becomes ineffective.

Intentional Interference. Interfering with the proper functioning of any System, including any deliberate attempt to overload a system by mail bombing, news bombing, broadcast attacks, or flooding techniques.

Operation of Certain Network Services. Operating network services like open proxies, open mail relays, or open recursive domain name servers.

Avoiding System Restrictions. Using manual or electronic means to avoid any use limitations placed on a System, such as access and storage restrictions.

4. No E-Mail/Message Abuse

You will not distribute, publish, send, or facilitate the sending of unsolicited mass e-mailing or other messages, promotions, advertising, or solicitations (e.g., “spam mail”), including commercial advertising and informational announcements. You will not alter or obscure mail headers or assume a sender’s identity without the sender’s explicit permission. You will not collect replies to messages sent from another internet service provider if those messages violate this Policy or the acceptable use policy of that provider.

5. Our Monitoring and Enforcement

We reserve the right, but do not assume the obligation, to investigate any violation of this Policy or misuse of the Software or the Services or Zadara Site. We may, in our sole discretion:

(a) Investigate violations of this Policy or misuse of the Software, the Services or Zadara Site; or

(b) Remove, disable access to, or modify any content or resource that violates this Policy or any other agreement we have with you for use of the Services or the Zadara Site; or

(c) Report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Our reporting may include disclosing appropriate customer information. We also may cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of this Policy.

6. Reporting of Violations of this Policy

If you become aware of any violation of this Policy, you will immediately notify us and provide us with assistance, as requested, to stop or remedy the violation. To report any violation of this Policy, please contact us via E-Mail at: support@zadara.com.

Download a copy of this Acceptable Use Policy.

Please download the appropriate DPA below:

• DPA for customers
• DPA for FE operators

This Data Processing Addendum (“DPA”) forms part of the Terms of Service for the purchase of storage services from Zadara (identified either as “Services” or otherwise in the applicable agreement, and hereinafter defined as “Services”) (the “Agreement”) to reflect the parties’ agreement with regard to the Processing of Personal Data

By accepting the Agreement, Customer enters into this DPA on behalf of itself and, to the extent required under applicable Data Protection Laws and Regulations, in the name and on behalf of its Authorized Affiliates, if and to the extent Zadara processes Personal Data for which such Authorized Affiliates qualify as the Controller. For the purposes of this DPA only, and except where indicated otherwise, the term “Customer” shall include Customer and Authorized Affiliates. All capitalized terms not defined herein shall have the meaning set forth in the Agreement.

In the course of providing the Services to Customer pursuant to the Agreement, Zadara may Process Personal Data on behalf of Customer and the Parties agree to comply with the following provisions with respect to any Personal Data, each acting reasonably and in good faith.

This Privacy Policy was updated on January 9, 2024

This privacy policy (as may be amended from time to time) (the “Privacy Policy”) explains  information gathering and use practices regarding the information Zadara Ltd. and its affiliates (“Zadara“, “we“, “us“, “our“) collects from individuals who visit the Website and/or individuals who register to use the Services on behalf of the Customer, as further described in our Term of Service https://www.zadara.com/legal/#faq/terms-of-service and/or individuals who interact with us and provide us personal data in the course of our business activities. This Privacy Policy elaborates how we use and/or otherwise process such personal data.

Following your first use of the Services or when you create an account, order the Services, request information, communicate with us, or subscribe to emailing lists (through the Website or in other ways) or otherwise provide us your personal data in the course of our business activities (including, without limitations, during conventions, business meetings etc.), you indicate that you have read this Privacy Policy. Please read carefully the terms of this Privacy Policy. If you have further questions or concerns regarding this Privacy Policy, please contact us at: support@zadara.com. This Privacy Policy may change over time, so you should check back for updates.

We don’t provide our Services for purchase by children. If you’re under 18, you may use our Services only with the involvement of a parent or guardian. We do not sell or share the personal information of minors under 16 years of age without affirmative authorization and in case of minors under 13 years of age without affirmative authorization from a parent or guardian.

Go to Privacy Policy Page

or

Go to Cookie Policy Page

Questions regarding this Privacy Policy or the information practices of the Website should be directed to: support@zadara.com.

ZADARA SERVICE LEVEL AGREEMENT

Service Description: zCOMPUTE

This Zadara Compute Service Level Agreement (“SLA“) governs Customer’s use of Zadara’s compute services (“zCompute“) during the term of the Subscription Period defined in the Zadara Terms of Service governing the use of the zCompute (“Agreement“).  Download a copy of this SLA document.

Capitalized terms used herein shall have the meaning specified in the Agreement. Zadara Inc reserves the right to change the terms of this SLA in accordance with the Agreement.

1. Service Commitment

Zadara will use commercially reasonable efforts to make the zCompute available with a monthly uptime percentage of at least 99.5%, in each case during any monthly billing cycle (the “Service Commitment“).

1. Unavailability

Unavailability period is a period of one or more consecutive minutes of loss of external connectivity to a Virtual Machine, measured separately for each Virtual Machine instance associated with the customer’s account (“Unavailability” and “VM” respectively). Partial minutes or intermittent Unavailability for a period of less than one minute will not be counted towards any Unavailability period. The Unavailability period will commence when the Customer is unable to access the VM and will end when access becomes available, provided that such Unavailability is not due to any of the SLA exclusions outlined below.

1. Service Credit Calculation

A Service Credit is an amount measured in US dollars or other applicable currency that Zadara will apply against a Customer’s future payments to Zadara, calculated based on the recurring or metered subscription amount of the affected VM (net of any discounts) for the billing month in which the Unavailability event occurred (“Service Credit“). Service Credits are not transferable, do not convert to cash refunds or refunds in any other form, and expire after one month of having been issued.

Service Credits are the sole and exclusive remedy available to the Customer for any Unavailability occurring during the Agreement term or for any other claim in connection with this SLA.

In the event that the Services do not meet the Service Commitment, the Customer will be eligible to receive a Service Credit according to the following schedule:

1. Requesting Service Credits

To be eligible for Service Credits, an affected Customer must request the credit via the Customer Support page located at support.zadara.com within fifteen (15) days of the Unavailability. This request must include the dates, times, and duration of the Unavailability. Once Zadara confirms the Unavailability and approves the claim, the corresponding Service Credits will be applied automatically to the invoice issued in the month following the applicable Unavailability. Failure to request Service Credits or provide the required documentation supporting the requests will make the Customer ineligible for Service Credits. 

The Customer must be current on all outstanding invoices in order to be eligible for the Service Credits referenced in this SLA. No Service Credits will be extended if the Customer is delinquent in its payment of outstanding invoices.

Zadara’s monitoring tools and records will be the sole source of information used to track and validate Unavailability.

1. SLA Exclusions

This SLA only applies to unplanned Unavailability of the Services in standard operating conditions. Exclusions include, but are not limited to, the following:

• Unavailability of the Services during scheduled maintenance windows, emergency maintenance or any other agreed-to scheduled Unavailability activity.
• Unavailability caused by failures of third party systems or services that are outside of Zadara’s control. 
• Unavailability that resulted from modifications or changes of the operating system, database, application code or other Customer code, not provided by Zadara.
• Any availability or outage impact related to customer-side security breaches or compromised service credentials.
• Unavailability associated with improper use of the Services (credentials, call sequence, method formats, etc.).
• Any Unavailability that resulted from act or omission of Customer, its authorized end users, anybody on their behalf or any other third party, not under the control or responsibility of Zadara, including but not limited to Customer failure to provide Remote Hands or adhere to Zadara’s instructions related to the operation of the zCompute.
• Any external factor affecting Customers from making use of zCompute.
• Suspension or termination of the Services as described in the Agreement.
• Any Service outage due to force majeure events or any other events that are not within Zadara’s control or that could not have been avoided with commercially reasonable care.
• Bugs in code or services for which there is no commercially known fix.
• Any Unavailability caused as a result of the Customer’s equipment, software or other technology.
• Any Unavailability caused as a result of abuses or other behaviors that violate this SLA.

Service Description: zSTORAGE

This Service Level Agreement (“SLA”) governs Customer’s use of Zadara’s storage services (“zSTORAGE”) during the term of the Zadara Terms of Service (“Agreement”). Capitalized terms used herein shall have the meaning specified in the Agreement. Zadara reserves the right to change the terms of this SLA in accordance with the Agreement. Download a copy of this SLA document.

1. Service Commitment

Zadara will use commercially reasonable efforts to make zSTORAGE services available with a monthly uptime percentage of at least 99.999%, in each case during any monthly billing cycle (the “Service Commitment”).

1. Unavailability.

Unavailability period is a period of one or more consecutive minutes of loss of external connectivity to Customer Data, measured separately for each Virtual Private Storage Array associated with Customer’s account (“Unavailability” and “VPSA” respectively). Partial minutes or intermittent Unavailability for a period of less than one minute will not be counted towards any Unavailability period. The Unavailability period will commence when the Customer is unable to access Customer data stored via the Services and will end when access becomes available, provided that such Unavailability is not due to any of the SLA exclusions outlined below.

1. Service Credit Calculation

A Service Credit is an amount measured in US dollars or other applicable currency that Zadara will apply against a Customer’s future payments to Zadara, calculated based on the recurring or metered subscription amount of the affected VPSA (net of any discounts) for the billing month in which the Unavailability event occurred (“Service Credit”). If the invoice does not include separate billing for each VPSA, Zadara shall calculate the credit based on the ratio between the capacity of the data stored through the affected VPSA and the total capacity invoiced. Service Credits are not transferable, do not convert to cash refunds or refunds in any other form, and expire after one month of having been issued. Service Credits are the sole and exclusive remedy available to the Customer for any Unavailability occurring during the Agreement term or for any other claim in connection with this SLA. In the event that the Services do not meet the Service Commitment, the Customer will be eligible to receive a Service Credit according to the following schedule:

1. Requesting Service Credits

To be eligible for Service Credits, an affected Customer must request the credit via the Customer Support page located at support.zadara.com within fifteen (15) days of the Unavailability. This request must include the dates, times, and duration of the Unavailability. Once Zadara confirms the Unavailability and approves the claim, the corresponding Service Credits will be applied automatically to the invoice issued in the month following the applicable Unavailability. Failure to request Service Credits or provide the required documentation supporting the requests will make the Customer ineligible for Service Credits. The Customer must be current on all outstanding invoices in order to be eligible for the Service Credits referenced in this SLA. No Service Credits will be extended if the Customer is delinquent in its payment of outstanding invoices. Zadara’s monitoring tools and records will be the sole source of information used to track and validate Unavailability.

1. SLA Exclusions

This SLA only applies to unplanned Unavailability of zSTORAGE services in standard operating conditions. Exclusions include, but are not limited to, the following:

• Unavailability of zSTORAGE during scheduled maintenance windows, emergency maintenance or any other agreed-to scheduled Unavailability activity.
• Unavailability caused by failures of third party systems or services that are outside of Zadara’s control.
• Unavailability that resulted from modifications or changes of the operating system, database, application code or other Customer code, not provided by Zadara.
• Any availability or outage impact related to customer-side security breaches or compromised service credentials.
• Unavailability associated with improper use of the zSTORAGE services (credentials, call sequence, method formats, etc.).
• Any Unavailability that resulted from act or omission of Customer, its authorized end users, anybody on their behalf or any other third party, not under the control or responsibility of Zadara, including but not limited to Customer failure to provide Remote Hands or adhere to Zadara’s instructions related to the operation of zSTORAGE services.
• Any external factor affecting Customers from making use of zSTORAGE services.
• Unavailability of access to volumes encrypted by zSTORAGE services, due to failure of the Customer to provide the encryption password, or failure to enter the encryption password in a timely manner, or loss of the encryption password by the Customer.
• Suspension or termination of zSTORAGE services as described in the Terms of Service.
• Any outage of zSTORAGE services due to force majeure events or any other events that are not within Zadara’s control or that could not have been avoided with commercially reasonable care.
• Bugs in code or services for which there is no commercially known fix.
• Any Unavailability caused as a result of the Customer’s equipment, software or other technology.
• Any Unavailability caused as a result of abuses or other behaviors that violate this SLA.

Last Updated October 25, 2021

PARTNER TERMS AND CONDITIONS

This Partner Terms and Conditions are entered into between Zadara Inc. or the Affiliate described in the Partner Agreement (“Zadara“) and the partner whose details are set out in the Partner Agreement (“Partner”). The person signing this Agreement represents that he/she has the legal authority to bind Partner to the Agreement.

View FULL TERMS OF SERVICE – Download

Download a copy of the Support Guidelines

The following technical support service guidelines are offered by Zadara with respect to Zadara Services purchased directly from Zadara by Customers under the applicable agreement which governs their purchase and use of the Zadara Services (“Agreement“). Capital Terms not defined herein shall have the meaning ascribed to them in the Agreement.

1. Definitions
   1. “Incident” means an unplanned interruption or reduction in service quality of the Services.
   2. “Support Portal” means the Zadara support Portal made available to Customer by Zadara, which may include some or all of the following: a knowledge base, on-line case tracking, frequently asked questions and documentation.
   3. “Business Hours” means 8:00 AM to 6:00 PM in the Customer country, excluding holidays and weekends. These times may vary in countries with multiple time zones.
   4. “Services” and “Zadara Services” means the services described in Customer Order (i.e. zCompute and zStorage).
2. Support. In consideration of payment of the applicable support fees when due in accordance with the payment terms detailed in Customer’s Order, Zadara shall provide technical Support as further described herein (“Support“).
3. Maintenance. Zadara shall use reasonable efforts to maintain the Services so that they operate at the predetermined service quality levels (“Maintenance”).
4. Zadara shall provide remote support as described herein to assist in Customer’s use of the Services and resolve Incidents in the Services.
   For Premium Support and Premium Plus Support Customers support is available on a 24x7x365 basis.
   For Standard Support Customers support is available during Business Hours.

5. Support is available through the Portal or through email at Support@zadara.com (“Support System“).
6. Priority Designation. Customer will suggest the Priority for each Incident. Upon receiving a request from Customer, Zadara will determine the Priority classification, and determinations by Zadara are final and binding on Customer. Zadara will inform Customer through its Support System on the Priority Designation.
7. Support Request. When making a Support request, Customer will provide requested diagnostic information including but not limited to: (i) describing the problem, the configuration, the deployed Designated Hardware, and Customer’s network; (ii) providing relevant data; and (iii) providing contact information of someone who can answer questions and assist Zadara Support Personnel.
8. Zadara support covers development and production issues with Zadara products and Services. Zadara support doesn’t include code development, data management or recovery, support of Customer developed applications or code, third-party software, operating systems, applications or drivers, or errors not attributed to the Services.
9. Incident Severity Levels and Response Times. Once Customer has reported an Incident to Zadara, Zadara shall respond to the Incident request within the initial target response time detailed below, based on the Priority classification of the Incident, and the support tier purchased by the Customer.
10. Professional Services. In addition to the support and Maintenance services described above, Zadara may provide additional limited support hours to Customer under these Guidelines, subject to a separate order approved by Zadara and subject to additional fees.

11. General Provisions
    1. Updates to Guidelines. Zadara may update these Guidelines from time to time.
    2. Language. The parties agree that all support provided by Zadara to Customer under these
       Guidelines will be in English only.
    3. Term of Support. Zadara will only provide the support services described in these Guidelines during the term specified in the applicable Order form and subject to payment of any applicable fees when due.

Zadara Service Specific Terms

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Zadara Service Specific Terms

Last updated: September 1 2024

The Service Specific Terms below govern Customer’s use of the Zadara Services. Capitalized terms not defined herein shall have the same meaning as ascribed to them in the Terms of Service https://www.zadara.com/legal/#faq/terms-of-service.

1. OPaaS Services

“OPaaS Services” means Zadara’s On Premises-as-a-Service.

“Designated Hardware” means the hardware specified in Customer’s Order with respect to the OPaaS Services to be installed at the Customer Site, as updated in writing from time to time.

 “Customer Site” or “Site” shall mean the Customer’s data center or premises (under Customer’s full control as detailed in the Order), in which the Designated Hardware is installed.

“Remote Hands” shall mean the technical support to be performed by Customer’s staff, which includes diagnose, troubleshoot, installation and repair of the Designated Hardware at any time of day or night, including weekends and holidays.

The following provisions apply solely to the OPaaS Services.

1. OPaaS Features.OPaaS Services include the provision of the Zadara Services through Designated Hardware located at the Customer Site, payment of Minimum Subscription Fee (Floor) and Minimum Subscription Period, as described below. These terms are a contract for services and not a sale of goods. Other than the rights specifically granted by these terms and/or the Agreement, Customer has no right to the Designated Hardware or the Zadara Services. Customer shall not remove the Designated Hardware from the Customer Site without Zadara’s prior written consent and subject to Section 7 below.
2. Designated Hardware Delivery. Zadara shall ship the Designated Hardware to the Customer Site, according to the terms specified in the Order. Customer shall bear the shipping costs, insurance costs and applicable taxes. The Customer will install the Designated Hardware at the Site upon delivery, at Customer’s sole expense. Customer will provide, at its own expense, the space and the infrastructure required for the installation of the Designated Hardware at the Customer Site, including power supply and cooling systems and all other necessary environmental conditions as customary and as recommended by Zadara, and including expansion of such space and infrastructure if and when required. Customer shall prepare the Site for installation and will also provide, at its own expense, racks, networking connectivity, IP addresses, WAN communication and Remote Hands. Customer is responsible for any special interface equipment or facilities necessary to ensure compatibility between the Designated Hardware and other equipment of the Customer. The Designated Hardware will be used by Customer exclusively in connection with the Services, and not for any other purpose.
3. Availability. It is acknowledged that the Designated Hardware is supplied to Zadara by third parties, and while Zadara uses reasonable efforts to maintain sufficient supply of the Designated Hardware, inventory shortages may affect Zadara’s ability to fulfil an Order. If there is a delay or shortage of Designated Hardware item that Zadara believes will affect Customer’s Order, Zadara will use reasonable efforts to notify Customer of the delay and keep Customer informed of the delivery schedule. Zadara may cancel accepted Orders at any time if it is unable to fulfil the order due to shortages, delays in supply or failure to obtain license/permit.
4. Security. Customer will be responsible for the physical security and the safekeeping of the Customer Site and the Designated Hardware. Customer may not affix or install any accessory, addition, upgrade, equipment of device on the Designated Hardware, unless expressly approved in writing by Zadara. Whenever required by Zadara, Customer shall allow and assist Zadara’s representatives to enter the Customer Site and to inspect and handle the Designated Hardware. Customer will allow access to the Designated Hardware solely to its trained and competent required personnel, who shall handle the Designated Hardware according to customary practices and applicable Documentation provided by Zadara.
5. Title. As between the parties, title and ownership in the Designated Hardware remains solely with Zadara at all times. Customer shall mark the Designated Hardware with appropriate legends identifying the Designated Hardware as Zadara’s property. Customer shall not remove or alter such legends or any other legends placed by Zadara. Customer shall not grant any security interest in or otherwise encumber any of the Designated Hardware, shall not cause any of the Designated Hardware, or any interest therein, to become subject to any lien, other than any lien required by Zadara. Upon request of Zadara, Customer shall execute any instrument or document required to perfect Zadara’s security interest in the Designated Hardware.
6. Risks of Loss. Without prejudice to the foregoing statement, Customer bears all risks of loss and damage related to or arising from the Designated Hardware upon delivery and shall indemnify Zadara for any damage or loss caused to the Designated Hardware. Customer shall keep the Designated Hardware in good repair, appearance and condition, subject to normal wear and tear. Customer shall insure the Designated Hardware for its full replacement value with an insurance company of repute and if required by Zadara, shall provide it with an evidence of the insurance and endorsement of the interest of Zadara on such insurance policy. Customer’s obligations to pay the fees in respect of the Designated Hardware is absolute and continues notwithstanding its loss, destruction or damage.
7. Effects of Termination. Upon termination of these terms and the Agreement, notwithstanding any other rights under the Agreement, the Customer shall remove the Designated Hardware from the Customer Site and return it to Zadara at its own costs, no later than ten (10) days of the termination date, according to shipping instructions received from Zadara. Should the Designated Hardware not be received by Zadara within such ten (10) days, Customer shall be invoiced for the Service Fee due until the Designated Hardware is received without derogating from Zadara’s right to repossess the Designated Hardware. Customer is responsible to remove any and all Customer Data stored on the Designated Hardware, prior to shipment.
8. Designated Hardware Support.
   • Replacements or repairs: Customer shall ensure the ability of Zadara to remote access the OPaaS Services, for the purpose of troubleshooting and management of the OPaaS Services. If Zadara diagnoses a defect that requires a Designated Hardware replacement or repair, or if Customer notifies Zadara of such defect, Zadara will provide the replacement part to Customer. The Customer will provide Remote Hands services to Zadara and the actual on-site hardware replacement will be performed by the Customer. The defective part will be returned to Zadara by the Customer within ten (10) working days from the date the Customer received the replacement part. Zadara shall bear the shipping costs of the replacement part, provided that the defect is covered under Zadara’s support obligations, as detailed herein.
   • Support: Customer must provide Zadara with an IP connectivity for the purpose of Zadara’s support. The support will be provided by Zadara in English in accordance with Zadara’s then existing Technical Support guidelines. Zadara’s support obligations are conditioned upon Customer providing Remote Hands support and Customer will appoint designated personnel, to liaise with Zadara to provide the Remote Hands support. Without derogating from the above and from the provisions of the SLA, Zadara shall not be liable for any failure or unavailability of the OPaaS Services, and no SLA credits (as defined in the SLA) shall be provided, if Customer fails to provide Zadara the Remote Hands services or if Customer’s designated personnel fail to adhere to Zadara’s instructions. The OPaaS Services do not include customization, on-site assistance/support and installation of the Designated Hardware. Support or assistance required as a result of (i) fault or negligence of the Customer, (ii) repairs or modifications made by parties not authorized by Zadara, or (iii) causes external to the Services, may be provided by Zadara to the Customer subject to additional service fee.
9. Payment. Customer will pay Zadara monthly fees during the Subscription Period as detailed in the Order. Customer may order additional disks or upgrade engines (“Upgrades”), subject to availability and to Zadara’s approval. Additional charges due to Upgrades will enter into effect upon delivery to the Customer.
10. Billing and Minimum Subscription Fee/Floor. Billing shall commence upon delivery of the Designated Hardware to the Customer and shall continue until the later of (i) the end of the Subscription Period, or (ii) until the Designated Hardware is returned to Zadara by the Customer. If the monthly OPaaS Services fee due to Zadara based on Customer’s actual usage is lower than the Minimum Subscription Fee detailed in the Customer’s Order, Zadara will invoice Customer the Minimum Subscription Fee.
11. Minimum Subscription Period. The Zadara Services require a minimum Subscription Period (as defined in the Customer’s Order). Early termination by Customer is subject to payment of the Minimum Subscription Fee due until the end of the Minimum Subscription Period.
12. Survival.The following provisions will survive any termination or expiration of the Agreement: ‎4 to ‎7, ‎9 to ‎12 as well as any provision that by its nature must survive to fulfill its essential purpose.
13. Use of Microsoft Software

SPLA Products by Customers who are resellers or services providers (.i.e. other than End Users).

• • In conjunction with the OpaaS Services, Zadara manages the Designated Hardware, and thus serves as Data Center Provider under the SPLA.
  • Customer may be allowed to use certain software and managed services known as Microsoft SPLA (including related documentation) developed and owned by Microsoft Corporation or its licensors (collectively, the “Microsoft Software”).
  • Subject to Zadara’s consent, Customer may provision workloads (Virtual Machines) that contain Microsoft Software using its own Microsoft SPLA. Customer can use its own licenses only if it is eligible to use such Microsoft Software licenses under its agreement with Microsoft. In this case Customer shall be deemed “Software Services Provider” and Zadara shall be an “Outsourcing Company” or “Data Center Provider” as applicable, as such terms are defined in Microsoft Services Provider License Agreement (SPLA).
  • Zadara will not consent to a mix mode, where part of the workloads are using the Customer SPLA and other uses Zadara. The consent, if given, is for an entire zCompute cluster or an entire Site.
  • Customer shall be solely responsible for its and its End Users use of the Microsoft Software, for obtaining all required licenses and for complying with all applicable Microsoft licensing requirements. Usage of the Zadara Services in violation of Customer’s agreement(s) with Microsoft is not authorized or permitted, and Customer shall indemnify Zadara for any expense or damage it incurs in connection with such breach.
  • If Customer purchases the Microsoft Software from Zadara for reselling it to its End Users, Customer shall be deemed “Software Services Reseller” under the SPLA and the terms of Zadara Software Services Reseller Addendum – Microsoft SPLA in the form enclosed herein https://www.zadara.com/wp-content/uploads/SPLA-Software-Services-Reseller-Addendum_Sep1-2024.pdf, shall govern Customer’s resale of the Microsoft Software.

End User Use of Microsoft Software.

• If Customer uses the Microsoft Software, Microsoft and its licensors require that Customer agrees to the End User license terms located at https://www.zadara.com/ms-license/.

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NVIDIA License Terms

NVIDIA CLOUD END USER LICENSE AGREEMENT

(September 17, 2018 version)

This software license agreement is a legal agreement between you and NVIDIA Corporation (“NVIDIA”) and governs your use of a NVIDIA Data Center driver and other software and materials provided by NVIDIA (collectively, the “SOFTWARE”) as included in a virtual machine image made available to you by your cloud service provider.

This agreement can be accepted only by an adult of legal age of majority in the country in which the SOFTWARE is used.

If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the legal authority to bind the entity to this agreement, in which case “you” will mean the entity you represent.

If you don’t have the required age or authority to accept this agreement, or if you don’t accept all the terms and conditions of this agreement, do not install or use the SOFTWARE.

You agree to use the SOFTWARE only for purposes that are permitted by (a) this agreement, and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions.

1. License. Subject to the terms of this agreement, NVIDIA hereby grants you a non-exclusive, non-transferable license to access and use the SOFTWARE, as part of the virtual machine image provided by your cloud service provider for use for compute purposes, with a machine instance at that same cloud service provider that runs on hardware with Pascal or later NVIDIA GPUs. Your rights to use the SOFTWARE are limited to those expressly granted under this agreement and no other licenses are granted whether by implication, estoppel or otherwise. NVIDIA reserves all rights in and to the SOFTWARE not expressly granted.
2. Limitations. The following license limitations apply to your use of the SOFTWARE:
   1. You may not reverse engineer, decompile, disassemble, or separate parts of the SOFTWARE as packaged to use its component parts separate from the other parts.
   2. You may not modify or create derivative works of the SOFTWARE.
   3. You may not remove copyright or other proprietary notices from any portion of the SOFTWARE or copies of the SOFTWARE.
   4. Except for running the SOFTWARE in a machine instance of the same cloud service provider that provided you the virtual machine image, you may not sell, transfer, assign, distribute, rent, loan, lease, sublicense or otherwise make available the SOFTWARE or its functionality to others.
   5. You may not bypass, disable, or circumvent any encryption, security, digital rights management or authentication mechanism in the SOFTWARE.
   6. You may not use the SOFTWARE in any manner that would cause it to become subject to an open source software license. As examples, licenses that require as a condition of use, modification, and/or distribution that the SOFTWARE be (i) disclosed or distributed in source code form; (ii) licensed for the purpose of making derivative works; or (iii) redistributable at no charge.
   7. Unless you have an agreement with NVIDIA for this purpose, you may not use the SOFTWARE with any system or application where the use or failure of the system or application can reasonably be expected to threaten or result in personal injury, death, or catastrophic loss. Examples include use in nuclear, avionics, navigation, military, medical, life support or other life critical applications. NVIDIA does not design, test or manufacture the SOFTWARE for these critical uses and NVIDIA shall not be liable to you or any third party, in whole or in part, for any claims or damages arising from such uses.
   8. You agree to defend, indemnify and hold harmless NVIDIA and its affiliates, and their respective employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, fines, restitutions and expenses (including but not limited to attorney’s fees and costs incident to establishing the right of indemnification) arising out of or related to your use of the SOFTWARE outside of the scope of this agreement, or not in compliance with its terms.
3. Third Party Licenses. The SOFTWARE may come bundled with, or otherwise include or be distributed with, third party software licensed by a NVIDIA supplier and/or open source software provided under an open source license. Use of such software is subject to the associated license terms, or in the absence of associated terms, the terms of this agreement. Copyright to third party software is held by the copyright holders indicated in the third-party software or license.

   Audio/Video Encoders and Decoders. You acknowledge and agree that it is your sole responsibility to obtain any additional third party licenses required to make, have made, use, have used, sell, import, and offer for sale your products or services that include or incorporate any third party software and content relating to audio and/or video encoders and decoders from, including but not limited to, Microsoft, Thomson, Fraunhofer IIS, Sisvel S.p.A., MPEG-LA, and Coding Technologies as NVIDIA does not grant to you under this agreement any necessary patent or other rights with respect to audio and/or video encoders and decoders.

4. Ownership. The SOFTWARE, and the respective intellectual property rights therein, are owned by NVIDIA or its licensors and are licensed to you as described in this agreement. NVIDIA’s licensors are intended third party beneficiaries with rights to enforce this agreement with respect to their intellectual property rights.
5. Feedback. You may, but don’t have to, provide to NVIDIA suggestions, feature requests or other feedback regarding the SOFTWARE, including possible enhancements or modifications to the SOFTWARE. For any feedback that you voluntarily provide, you hereby grant NVIDIA and its affiliates a perpetual, non-exclusive, worldwide, irrevocable license to use, reproduce, modify, license, sublicense (through multiple tiers of sublicensees), and distribute (through multiple tiers of distributors) it without the payment of any royalties or fees to you. NVIDIA will use feedback at its choice.
6. No Warranties. THE SOFTWARE IS PROVIDED BY NVIDIA “AS IS” AND “WITH ALL FAULTS.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, NVIDIA AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. NO WARRANTY IS MADE ON THE BASIS OF TRADE USAGE, COURSE OF DEALING OR COURSE OF TRADE.
7. Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NVIDIA AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOST PROFITS, LOSS OF USE, LOSS OF DATA OR LOSS OF GOODWILL, OR THE COSTS OF PROCURING SUBSTITUTE PRODUCTS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SOFTWARE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON BREACH OF CONTRACT,

   BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER CAUSE OF ACTION OR THEORY OF LIABILITY. IN NO EVENT WILL NVIDIA’S AND ITS AFFILIATES TOTAL CUMULATIVE LIABILITY UNDER OR ARISING OUT OF THIS AGREEMENT EXCEED THE NET AMOUNTS RECEIVED BY NVIDIA FOR YOUR USE OF THE PARTICULAR SOFTWARE DURING THE TWELVE (12) MONTHS BEFORE THE LIABILITY AROSE (or up to US$10.00 if you are using the SOFTWARE at no charge). THE NATURE OF THE LIABILITY OR THE NUMBER OF CLAIMS OR SUITS SHALL NOT

   ENLARGE OR EXTEND THIS LIMIT. These exclusions and limitations of liability shall apply regardless if NVIDIA or its affiliates have been advised of the possibility of such damages, and regardless of whether a remedy fails its essential purpose.

8. Termination. This agreement terminates: (i) automatically without notice if you breach any term of this agreement or if you commence or participate in any legal proceeding against NVIDIA with respect to the SOFTWARE during the pendency of such legal proceeding; or (ii) as communicated by your cloud service provider, but no more than 90 days after the SOFTWARE is removed from general availability to cloud end users or terminated (unless you and NVIDIA agree in writing to a different license duration). Upon any termination of this agreement, you must promptly discontinue use of the SOFTWARE, and you must promptly destroy or return to NVIDIA all copies of the SOFTWARE in your possession or control. Upon written request, you will certify in writing that you have complied with your commitments under this section. Upon any termination of this agreement all provisions survive except for

   the license grant provisions.

9. General. In Process

If you wish to assign this agreement or your rights and obligations, including by merger, consolidation, dissolution or operation of law, contact NVIDIA to ask for permission. Any attempted assignment not approved by NVIDIA in writing shall be void and of no effect.

This agreement will be governed in all respects by the laws of the United States and of the State of Delaware as those laws are applied to contracts entered into and performed entirely within Delaware by Delaware residents, without regard to the conflicts of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed. You agree to all terms of this agreement in the English language.

The state or federal courts residing in Santa Clara County, California shall have exclusive jurisdiction over any dispute or claim arising out of this agreement. Notwithstanding this, you agree that NVIDIA shall still be allowed to apply for injunctive remedies or an equivalent type of urgent legal relief in any jurisdiction.

If it turns out that any provision of this agreement is not enforceable, such provision will be construed as limited to the extent necessary to be consistent with and fully enforceable under the law and the remaining provisions will remain in full force and effect.

Each party acknowledges and agrees that the other is an independent contractor in the performance of this agreement.

The SOFTWARE has been developed entirely at private expense and is “commercial items” consisting of “commercial computer software” and “commercial computer software documentation” provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the U.S. Government or a U.S. Government subcontractor is subject to the restrictions in this agreement pursuant to DFARS 227.7202-3(a) or as set forth in subparagraphs (c)(1) and (2) of the Commercial Computer Software – Restricted Rights clause at FAR 52.227-19, as applicable. Contractor/manufacturer is NVIDIA, 2788 San Tomas Expressway, Santa Clara, CA 95051.

The SOFTWARE is subject to United States export laws and regulations. You agree that you will not ship, transfer or export the SOFTWARE into any country, or use the SOFTWARE in any manner, prohibited by the United States

Bureau of Industry and Security or economic sanctions regulations administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC), or any applicable export laws, restrictions or regulations.

These laws include restrictions on destinations, end users and end use. By accepting this agreement, you confirm that you are not a resident or citizen of any country currently embargoed by the U.S. and that you are not otherwise prohibited from receiving the SOFTWARE.

Any notice delivered by NVIDIA to you under this agreement will be delivered via mail, email or fax. You agree that any notices that NVIDIA sends you electronically will satisfy any legal communication requirements. Please direct your legal notices or other correspondence to NVIDIA Corporation, 2788 San Tomas Expressway, Santa Clara, California 95051, United States of America, Attention: Legal Department.

This agreement constitutes the entire agreement of the parties with respect to the subject matter of this agreement and supersedes all prior negotiations, conversations, or discussions between the parties relating to this subject matter. Any additional and/or conflicting terms on documents issued by you are null, void, and invalid. Any amendment or waiver under this agreement shall be in writing and signed by representatives of both parties.

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