1. Definitions

1.1 “Affiliate”

“Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than fifty percent of the voting interests or the power to direct management or policies.

1.2 “Authorized User”

“Authorized User” means you and, if Customer is an organization, its employees and individual contractors whom Customer authorizes to use the Software on its behalf and who are subject to obligations consistent with this Agreement.

1.3 “Documentation”

“Documentation” means STRATUM’s then-current installation instructions, user guides, release notes, technical materials, and other official documentation for the Software.

1.4 “Host”

“Host” means a physical computer or server on which the Software is installed or operated. A License Entitlement may define or measure a Host differently for a particular license model, in which case that definition controls for that entitlement.

1.5 “License Entitlement”

“License Entitlement” means a valid Evaluation authorization, Commercial subscription or license, order document, signed agreement, or other written authorization issued or accepted by STRATUM that states the permitted license type, term, Hosts, capacity, use rights, support level, or other applicable limitations. A Community License is not a valid License Entitlement for a STRATUM Appliance.

1.6 “License File”

“License File” means a license key, signed license file, activation record, entitlement token, credential, or other technical mechanism issued by STRATUM to enable or validate authorized use of the Software.

1.7 “Software”

“Software” means the STRATUM appliance software made available for download under this Agreement, including VMware OVF packages, public-cloud appliance images, bare-metal ISO images, executable code, user-interface components, STRATUM-developed supporting components, updates, and accompanying Documentation. Software excludes third-party components governed by separate license terms.

1.8 “User Content”

“User Content” means virtual machines, disk images, workloads, applications, data, configurations, network designs, credentials, logs, templates, and other content that Customer creates, imports, stores, processes, or manages using the Software.

2. Download and Separate License Requirement

Subject to this Agreement, STRATUM permits you to download the Software and make one reasonable backup or archival copy.

Downloading the Software does not issue a license and does not by itself authorize operational use. A separate valid License Entitlement and, when required, a corresponding License File must be obtained before the Software may be used.

Before a License Entitlement is issued, you may install and start only those portions of the Software reasonably necessary to identify the Host, request a license, import a License File, or complete activation. You may not operate workloads, provide services, or use substantive STRATUM functionality without a valid License Entitlement.

STRATUM is not required to issue any particular License Entitlement merely because the Software was downloaded. Eligibility, pricing, permitted use, and issuance requirements are determined through the applicable Evaluation or Commercial licensing process. Community licensing is not available for STRATUM Appliances.

3. License Grant

Subject to Customer’s continued compliance with this Agreement, possession of a valid License Entitlement, and payment of any applicable fees, STRATUM grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the applicable license term to:

1. install and use the Software in object-code form on the Hosts and within the capacity authorized by the License Entitlement;
2. permit Authorized Users to access and use the Software solely on Customer’s behalf;
3. use the Documentation in connection with authorized use of the Software; and
4. make copies reasonably necessary for installation, operation, update, backup, and disaster recovery, provided each copy remains subject to this Agreement.

The Software is licensed, not sold. No rights are granted except those expressly stated in this Agreement and the applicable License Entitlement.

4. License Types and Entitlement Limits

The applicable License Entitlement controls the authorized license type and operational limits, which may include:

1. the number and identity of Hosts;
2. whether use is Evaluation, commercial, production, non-production, or another stated category;
3. the license term and expiration date;
4. authorized users, sites, Affiliates, or environments;
5. capacity, features, modules, or technical limits;
6. support, maintenance, updates, or service levels; and
7. any additional restrictions stated in the License File, order, or signed agreement.

Customer may not exceed the scope of a License Entitlement. Additional Hosts, capacity, production rights, or functionality require an appropriate additional or upgraded entitlement.

STRATUM Appliances are excluded from the Community License and Community support. An Evaluation or Commercial License may be governed by additional terms supplied with the entitlement, quote, order, support plan, or signed agreement.

5. Orders, Delivery, and Payment

If Customer obtains a paid license or services directly from STRATUM or through an authorized reseller, the applicable quote, order, invoice, reseller agreement, or separately signed agreement governs pricing, taxes, invoicing, and payment.

Electronic delivery occurs when the Software or License File is made available for download or electronic access. Unless expressly included in an applicable order, STRATUM has no obligation to provide installation, migration, consulting, training, or other professional services.

A purchase order or similar Customer document does not modify this Agreement unless STRATUM expressly agrees to the modification in a writing signed by an authorized STRATUM representative.

6. Authorized Users and Customer Responsibility

Customer is responsible for all use of the Software by its Authorized Users and for ensuring their compliance with this Agreement.

Customer must protect License Files, credentials, administrative interfaces, and access mechanisms from unauthorized use or disclosure. Customer must promptly notify STRATUM if it becomes aware of unauthorized use of a License File or a material compromise affecting the Software.

Affiliates may use the Software only when expressly included in the applicable License Entitlement. Customer remains responsible for an authorized Affiliate’s compliance unless a separate agreement states otherwise.

7. Restrictions

Except to the extent expressly permitted by this Agreement, the applicable License Entitlement, or non-waivable law, Customer may not directly or indirectly:

1. use the Software without a valid License Entitlement or beyond its authorized term, Hosts, capacity, features, or use category;
2. share, publish, sell, sublicense, rent, lease, transfer, or distribute a License File;
3. circumvent, disable, alter, remove, or interfere with license enforcement, activation, expiration, Host limits, security controls, signatures, or technical restrictions;
4. reverse engineer, decompile, disassemble, translate, modify, or attempt to derive source code, proprietary algorithms, License File formats, private interfaces, or internal design from the Software;
5. reproduce, modify, adapt, or create derivative works of the Software, except for configuration and integration expressly permitted by the Documentation;
6. remove, obscure, or alter copyright, trademark, attribution, license, or proprietary notices;
7. resell, host, time-share, or provide the Software as a service bureau, managed service, hosting service, or service for third parties unless a License Entitlement expressly permits that use;
8. use the Software or Documentation to create or improve a substantially similar competing product or to copy protected features, workflows, graphics, or nonpublic interfaces;
9. use the Software to violate applicable law, infringe another person’s rights, gain unauthorized access, distribute malware, or conduct malicious activity; or
10. assist another person in doing any of the foregoing.

This section does not restrict rights granted directly under an applicable open-source license for a third-party component.

8. Ownership and Reservation of Rights

STRATUM and its licensors retain all right, title, and interest in and to the Software, Documentation, STRATUM-developed source and executable code, user interface, visual design, architecture, proprietary formats, methods, workflows, trademarks, service marks, logos, and related intellectual-property rights.

Except for the limited rights expressly granted under this Agreement and a valid License Entitlement, no rights are granted by implication, estoppel, exhaustion, or otherwise.

Customer retains ownership of User Content and of its own pre-existing materials, software, and intellectual property.

9. Third-Party and Open-Source Software

The Software may contain, incorporate, interact with, or be distributed alongside third-party software, including open-source software.

Third-party components may be governed by separate copyright notices and license terms included with the Software, appliance package, source distribution, Documentation, or notices file. To the extent a third-party license grants rights that differ from this Agreement, that third-party license governs the applicable component.

This Agreement does not limit rights granted under an applicable open-source license, and STRATUM does not claim ownership of third-party software.

10. User Content, Privacy, and License Validation

Customer retains all ownership rights it has in User Content. STRATUM does not acquire ownership of User Content merely because Customer uses the Software.

Customer is solely responsible for:

1. the legality, accuracy, integrity, and security of User Content;
2. obtaining all permissions necessary to process, store, transmit, or manage User Content;
3. protecting credentials, encryption keys, personal information, classified information, export-controlled data, and other sensitive material;
4. maintaining backups and tested recovery procedures; and
5. exporting or deleting User Content before uninstalling the Software or allowing a license to expire.

The Software may perform local license validation and may contact STRATUM licensing services when online issuance, activation, renewal, update, or validation is used. STRATUM may process information reasonably necessary for those functions, such as license identifiers, Software version, Host identifiers or fingerprints, entitlement status, and technical error information, as described in the applicable Documentation and Privacy Policy.

Except when Customer intentionally submits diagnostic files, logs, or other content for assistance, this Agreement does not authorize STRATUM to claim ownership of or intentionally collect the contents of Customer’s virtual-machine disks, credentials, application data, or private User Content.

11. Updates, Changes, and Compatibility

STRATUM may provide patches, corrections, security updates, enhancements, replacements, or new versions of the Software. Availability of updates and upgrade rights may depend on the applicable License Entitlement.

Unless an update is accompanied by different terms, this Agreement governs the update.

STRATUM does not guarantee that it will maintain compatibility with every hardware platform, operating system, hypervisor, cloud service, virtual-machine format, network device, storage system, third-party component, API, or configuration. STRATUM may modify or discontinue features in future versions.

Customer is responsible for reviewing release notes, testing updates, confirming compatibility, and backing up its environment before applying changes.

12. Support and Professional Services

Support, maintenance, onboarding, migration, architecture assistance, training, consulting, professional services, and service-level commitments are provided only when expressly included in a License Entitlement, order, support plan, statement of work, or separately signed agreement.

Appliance support is provided only when expressly included in an applicable Commercial License Entitlement or support plan. Evaluation, preview, alpha, beta, and early-access appliance Software may be provided without support, guaranteed response times, or guaranteed remediation timelines.

Voluntary assistance, public Documentation, public technical discussions, or informal responses do not create an ongoing support obligation.

13. Evaluation and Pre-Release Software

If STRATUM issues an Evaluation License, Customer may use the Evaluation Software only during the stated evaluation period and solely for internal evaluation, proof-of-concept, compatibility testing, demonstration, or other purposes authorized in the Evaluation License.

Unless STRATUM expressly authorizes otherwise in writing, Evaluation Software may not be used for production, customer-facing, revenue-generating, operational, backup, failover, or disaster-recovery purposes.

Alpha, beta, preview, prototype, and early-access versions may be incomplete, may contain defects, may change materially, and may be discontinued at any time. They are provided without service-level commitments and without any obligation to release a production version.

When an Evaluation or pre-release entitlement expires or is terminated, Customer must stop using the applicable Software and remove or disable it unless STRATUM issues a replacement entitlement.

14. Security and Operational Responsibility

Customer is responsible for securely installing, configuring, operating, monitoring, and maintaining the physical or virtual infrastructure, hypervisor or cloud environment, networking, storage, identity and access controls, certificates, cryptographic keys, virtual machines, guest operating systems, workloads, applications, backups, and third-party components.

Customer must evaluate whether the Software and a particular configuration are appropriate for its intended use. Customer must not rely on the Software as the sole copy, repository, backup, or recovery mechanism for important data.

Security features, software bills of materials, vulnerability reports, compliance materials, certifications, or security documentation do not guarantee that the Software is free from defects or vulnerabilities or that Customer’s environment satisfies a particular legal, regulatory, or contractual requirement.

15. Feedback

Customer may voluntarily provide ideas, comments, suggestions, issue reports, feature requests, or other feedback concerning STRATUM.

Customer retains ownership of feedback it owns. By providing feedback, Customer grants STRATUM a worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable license to use, reproduce, modify, distribute, display, perform, commercialize, and incorporate the feedback into products and services without payment or attribution.

Customer must not provide feedback that it lacks authority to disclose or that contains another person’s confidential information.

16. Warranty Disclaimer

Each party represents that it has authority to enter into this Agreement.

EXCEPT FOR AN EXPRESS WARRANTY IN A SEPARATELY SIGNED AGREEMENT OR APPLICABLE ORDER, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SOFTWARE, DOCUMENTATION, LICENSE FILES, UPDATES, DOWNLOAD SERVICES, AND RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.

STRATUM AND ITS LICENSORS DISCLAIM ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, COMPATIBILITY, SECURITY, AND WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

STRATUM DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, FREE FROM VULNERABILITIES OR MALICIOUS CODE, COMPATIBLE WITH EVERY CONFIGURATION, OR THAT DEFECTS WILL BE CORRECTED. STRATUM DOES NOT WARRANT THAT USER CONTENT WILL NOT BE LOST, DAMAGED, OR CORRUPTED.

Some jurisdictions do not allow the exclusion of certain warranties. In those jurisdictions, these exclusions apply only to the maximum extent permitted by law. Nothing in this Agreement excludes a warranty or consumer right that cannot lawfully be excluded.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER STRATUM NOR ITS AFFILIATES, LICENSORS, CONTRIBUTORS, SUPPLIERS, OR REPRESENTATIVES WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY, GOODWILL, USE, DATA, USER CONTENT, SECURITY, AVAILABILITY, OR BUSINESS CONTINUITY, ARISING OUT OF OR RELATING TO THE SOFTWARE, A LICENSE ENTITLEMENT, OR THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, STRATUM’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SOFTWARE, A LICENSE ENTITLEMENT, OR THIS AGREEMENT WILL NOT EXCEED THE GREATER OF: (A) ONE HUNDRED UNITED STATES DOLLARS (US $100); OR (B) THE FEES ACTUALLY PAID TO STRATUM FOR THE AFFECTED SOFTWARE DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The limitations in this section apply regardless of legal theory and even if a remedy fails of its essential purpose. They do not apply to liability that cannot lawfully be excluded or limited.

18. Lawful Use, Export Controls, and Sanctions

Customer may use the Software only for lawful purposes and in compliance with applicable laws, regulations, licenses, authorizations, and third-party rights.

The Software may be subject to United States and other export-control, import-control, trade-control, and economic-sanctions laws. Customer must not directly or indirectly export, reexport, transfer, release, download, provide, or use the Software:

1. in violation of applicable export-control or sanctions law;
2. for a prohibited end use or prohibited end user;
3. in or for a country, territory, organization, or person where the transaction is prohibited; or
4. without a required governmental authorization.

Customer represents that it is not a prohibited or restricted party and is not acting on behalf of one to the extent that providing the Software would be unlawful. STRATUM may refuse, suspend, or terminate access when reasonably necessary to comply with applicable law.

19. United States Government Users

The Software and Documentation are commercial computer software and commercial computer-software documentation developed exclusively at private expense, except to the extent expressly stated otherwise.

United States Government end users acquire only the rights provided under this Agreement, the applicable License Entitlement, and any applicable procurement contract, consistent with applicable federal acquisition regulations.

If a government agency requires rights different from those stated here, those rights must be expressly included in a written agreement or contract executed by an authorized STRATUM representative.

Nothing in this Agreement requires a government user to accept a term that applicable federal law prohibits it from accepting.

20. Term, Suspension, and Termination

This Agreement begins on the Effective Date and continues until terminated. Each License Entitlement has its own term and may expire independently.

Customer may terminate this Agreement by stopping all use of the Software, uninstalling it, and deleting License Files and copies under Customer’s control, except for one non-operational archival copy when legally required.

STRATUM may suspend or terminate a License Entitlement or this Agreement if Customer:

1. materially breaches this Agreement or the License Entitlement and fails to cure a remediable breach within ten days after notice;
2. uses the Software without authorization or beyond licensed limits;
3. shares or misuses a License File;
4. circumvents license or security controls;
5. provides materially false or misleading licensing information;
6. creates a material legal or security risk; or
7. must be suspended or terminated to comply with law.

STRATUM may terminate immediately for intentional license circumvention, unlawful distribution, malicious activity, sanctions violations, or other conduct that cannot reasonably be cured.

Upon expiration or termination of the applicable License Entitlement, Customer must stop the unauthorized use, stop affected deployments, and remove or disable the Software and License File as required. Termination does not transfer ownership of User Content to STRATUM.

Sections that by their nature should survive, including restrictions, ownership, User Content, third-party software, feedback, warranty disclaimers, liability limitations, export controls, government rights, governing law, and general terms, survive expiration or termination.

21. Governing Law and Venue

This Agreement is governed by the laws of the Commonwealth of Massachusetts, without regard to conflict-of-laws principles.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Except where applicable law requires otherwise, any dispute arising out of or relating to this Agreement or the Software must be brought exclusively in the state courts located in the Commonwealth of Massachusetts or the United States District Court for the District of Massachusetts, and each party consents to the personal jurisdiction of those courts.

Nothing in this section prevents either party from seeking temporary or preliminary relief from a court of competent jurisdiction to prevent unauthorized distribution, license circumvention, misuse of intellectual property, or an immediate security threat.

If Customer is a consumer and mandatory law provides a right to bring a claim in local courts or receive the protection of local law, this section does not limit that non-waivable right.

22. Changes to this Agreement

STRATUM may revise this Agreement prospectively. A revised version will identify its version and effective date.

Unless required by law or reasonably necessary to address urgent security, abuse, or compliance issues, a revised Agreement will not replace the terms governing an already-issued License Entitlement during its existing term.

STRATUM may require acceptance of the then-current Agreement when Customer downloads a new major version, requests or renews a License Entitlement, activates a replacement License File, or begins using a materially changed licensing or delivery service.

If Customer does not agree to a revised Agreement, Customer may decline it and stop downloading or using Software governed by the revised terms.

23. General Terms

23.1 Order of Precedence

If applicable terms conflict, the following order applies:

1. a separately signed written agreement between Customer and STRATUM that expressly governs the subject matter;
2. the applicable License Entitlement, accepted order, or statement of work;
3. applicable third-party licenses for the components they govern;
4. this Agreement; and
5. the Documentation.

23.2 Entire Agreement

This Agreement, together with applicable License Entitlements and documents expressly incorporated by reference, is the complete agreement concerning the download, installation, and use of the Software, except to the extent a separately signed agreement supersedes it.

23.3 Assignment

Customer may not assign or transfer this Agreement, a License Entitlement, or a License File without STRATUM’s prior written consent. STRATUM may assign this Agreement to an Affiliate or in connection with a merger, reorganization, financing, sale of assets, or transfer of the STRATUM business or Software. A prohibited assignment is void.

23.4 Severability and Waiver

If a provision is held invalid or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain effective. A failure or delay in enforcing a provision is not a waiver. A waiver must be in writing and signed by the waiving party.

23.5 Force Majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, except for payment obligations already due.

23.6 Relationship and Third Parties

The parties are independent contractors. This Agreement does not create a partnership, joint venture, employment, fiduciary, franchise, or agency relationship. Except for STRATUM’s licensors and suppliers with respect to provisions protecting their rights, there are no third-party beneficiaries.

23.7 Electronic Agreement

This Agreement may be formed, accepted, and maintained electronically. Customer’s affirmative acceptance, download, installation, activation, access, or use after presentation of this Agreement may be recorded as evidence of assent. Customer may retain or print a copy for its records.

23.8 Language and Headings

The controlling language is English. Translations are provided only for convenience. Headings are for convenience and do not affect interpretation. “Including” means “including without limitation.”

24. Contact Information

Questions about this Agreement or STRATUM licensing may be sent to:

25. Acceptance

BY CLICKING “ACCEPT AND DOWNLOAD,” OR BY DOWNLOADING, INSTALLING, ACCESSING, OR USING THE SOFTWARE AFTER BEING PRESENTED WITH THIS AGREEMENT, YOU CONFIRM THAT:

1. YOU HAVE READ AND UNDERSTAND THIS AGREEMENT;
2. YOU HAVE AUTHORITY TO ACCEPT IT FOR YOURSELF OR CUSTOMER;
3. YOU UNDERSTAND THAT DOWNLOADING THE SOFTWARE DOES NOT ISSUE A LICENSE;
4. YOU UNDERSTAND THAT A COMMUNITY LICENSE DOES NOT AUTHORIZE USE OF A STRATUM APPLIANCE;
5. YOU WILL OBTAIN AND MAINTAIN A VALID EVALUATION OR COMMERCIAL LICENSE ENTITLEMENT BEFORE OPERATIONAL USE;
6. YOU WILL USE THE SOFTWARE ONLY WITHIN THE APPLICABLE LICENSE ENTITLEMENT; AND
7. YOU AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT.