1.0	End User License Agreement<br />
Copyright Notice<br />
Copyright &copy;2015, Sphere 3D Corp. All rights reserved.<br />
Information in this document is subject to change without notice and does not represent a commitment on the part of Sphere 3D Corp. or any of its subsidiaries. The software described in this document is furnished under a license agreement. The software may be used only in accordance with the terms of the license agreement. It is against the law to copy the software on any medium. No part of this manual may be reproduced or transmitted in any form or by any means, electronic or mechanical, including photocopying and recording, for any purpose without the express written permission of Sphere 3D Corp.<br />
Trademarks<br />
V3 Desktop Cloud Orchestrator&reg; and V3&reg; are registered trademarks of Sphere 3D Corp.<br />
Glassware 2.0™, G-Series™, and SnapCLOUD™ are trademarks of Sphere 3D Corp.<br />
The names of companies and individuals used in examples are fictitious and intended to illustrate the use of the software. Any resemblance to actual companies or individuals, whether past or present, is coincidental.<br />
End User License Agreement<br />
This End User License Agreement (“Agreement”) is a legal agreement between you (either an individual or an entity) and Sphere 3D Corp. (“Licensor”) regarding the use of certain software provided to you by Licensor, which may include the Glassware 2.0 G-series physical appliance or online access to Glassware 2.0 software services (the “Licensed Software”). Any updates or new revisions of the Licensed Software provided by Licensor to Licensee hereunder will be deemed Licensed Software for the purposes of this Agreement. This Agreement is part of your agreement to purchase licenses or access to the Licensed Software. By agreeing to that purchase transaction, you have agreed to be bound by the terms of this Agreement. You represent and warrant that you are authorized to enter into this Agreement and comply with its terms. If you do not agree to the terms of this Agreement, please contact us prior to using the Licensed Software, and you may cancel your order for the Licensed Software, in which case you will have no further right to use the Licensed Software.<br />
1 Ownership and Copyright. The Licensed Software is licensed, not sold, to you, for use only as permitted by the terms and conditions of this Agreement. Licensor reserves any rights not expressly granted to you in this Agreement. The Licensed Software is composed of multiple, separately written and copyrighted modular software programs. The Software may include components or programs made available by third parties under open source software licenses (such software, “Third Party Open Source Software”). The Third party Open Source Software is not subject to the terms and conditions of this Agreement and nothing herein will be construed to limit rights granted to you by third parties in the Third Party Open Source Software. To the extent such open source licenses require Licensor to provide such components or programs in source code format, if you wish to receive a copy of the source code file(s), send a request to legal@sphere3d.com. Copying of the Licensed Software, other than as expressly authorized by such third party licensors or authorized in writing Licensor, is prohibited by law. You may not use, copy, modify, sell, lease, sublease, or otherwise transfer the Licensed Software, or any copy or modification, in whole or in part, except as expressly provided in this Agreement.<br />
2 License. In consideration of your payment of any applicable license fee for Licensed Software, or your purchase of a physical appliance that the Licensed Software may accompany, subject to the license limitations and restrictions set forth in this Agreement, Licensor hereby grants to you a limited, personal, and non-exclusive license to install and execute (“Use”) the Licensed Software solely under the terms and conditions of this Agreement. If the Licensed Software is provided in connection with a physical appliance, (a) you may use the Licensed Software only in connection with such appliance, (b) you may make one copy of the Licensed Software for archival and backup purposes only; and (c) you may transfer the Licensed Software to a third party subject to the terms of this Agreement solely in connection with the transfer of title to the physical appliance, provided you do not retain any backup or archival copy of the Licensed Software. If the Licensed Software is provided in connection with an online service (either directly from Licensor or a reseller) (x) you may access the functionality of the Licensed Software only in connection with such service, and only for the period for which you have paid applicable license or subscription fees, (y) you have no right to create any copy of the Licensed Software, and (z) you have no right to receive or transfer any copy of the Licensed Software. You acknowledge that the Product contains functionality to monitor license compliance and allow access by Licensor for technical support and maintenance, and that such functionality may initiate internet messages to Licensor to communicate related information.<br />
3 Reproduction of Proprietary Notices. You may not sublicense, distribute, rent, lease, lend, or otherwise convey the Licensed Software or any portion thereof to anyone, and under no circumstance may you use or allow the use of the Licensed Software in any manner other than as expressly set forth herein. Copies of the Licensed Software must be labeled with the copyright notice and other proprietary legends found on the original media.<br />
4 Confidentiality and Protection of Trade Secrets. Licensee recognizes that the Licensed Software is the proprietary and confidential property of Licensor. Accordingly, Licensee shall not, without the prior express written consent of Licensor disclose or reveal to any third party or utilize for its own benefit other than pursuant to this Agreement, any Licensed Software provided by Licensor, provided that such information was not previously known to Licensee or to the general public. Licensee further agrees to take all reasonable precautions to preserve the confidentiality of the Licensed Software and shall assume responsibility that its employees will similarly preserve this information against third parties. The Licensed Software contains trade secrets, and in order to protect them, you agree that you will not reverse assemble, decompile or disassemble, or otherwise reverse engineer any portion of the Licensed Software, or permit others to do so, except (a) to the extent such a prohibition is unenforceable under applicable law; or (b) as expressly allowed under the Third Party Open Source Software licenses. Except with respect to online documentation copied for backup or archival purposes, you may not copy any documentation pertaining to the Licensed Software. This clause shall survive termination of this Agreement.<br />
5 Ownership of Licensed Software. You acknowledge that, (i) Licensor transfers no ownership interest in the Licensed Software, in the intellectual property in any Licensed Software or in any Licensed Software copy, to you under this Agreement or otherwise, (ii) Licensor and its licensors reserve all rights not expressly granted to you hereunder, and (iii) the Licensed Software is protected by United States Copyright Law and international treaties relating to protection of copyright, and other intellectual property protection laws of the U.S. and other countries.<br />
6 Termination. If you fail to fulfill any of your material obligations under this Agreement, Licensor and/or its licensors may pursue all available legal remedies to enforce this Agreement, and Licensor may, at any time after your default of this Agreement, terminate this Agreement and all licenses and rights granted to you hereunder. You agree that any Licensor suppliers or licensors referenced in the Licensed Software are third-party beneficiaries of this Agreement, and may enforce this Agreement as it relates to their intellectual property. You further agree that, if Licensor terminates this Agreement for your default, you will, within thirty (30) days after any such termination, return to Licensor or delete all copies of the Licensed Software in your possession.<br />
7 Government End Users. The Licensed Software, and accompanying documentation, are deemed to be “Commercial Items”, as that term is defined at 48 C.F.R. &sect;2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. &sect;12.212 or 48 C.F.R. &sect;227.7202, as applicable. Consistent with 48 C.F.R. &sect;12.212 or 48 C.F.R. &sect;227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.<br />
8 Export Laws. You shall not export or re-export any Licensed Software except in full compliance with all applicable laws, regulations, executive orders, and the like pertaining to export and/or re-export. No Licensed Software may be exported or re-exported into (or to a national or resident of) any country to which the U.S. embargoes goods, or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders. You agree to ascertain necessary licensing procedures and obtain required licenses before exporting or re-exporting either.<br />
9 Disclaimer of Warranties. You may receive a limited warranty in connection with your purchase. Except as may be set forth expressly therein, THE LICENSED SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. LICENSOR HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, RELATING TO THE LICENSED SOFTWARE INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.<br />
10 Limitation of Liability. IN NO EVENT WILL LICENSOR OR ITS LICENSORS’ OR SUPPLIERS’ LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS RECEIVED BY THEM FOR YOUR USE OF THE LICENSED SOFTWARE. FURTHERMORE, IN NO EVENT WILL LICENSOR OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR ANY LOST PROFITS, LOST DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR PUNITIVE DAMAGES ARISING OUT OF OR UNDER THIS AGREEMENT. The limitation of liability set forth in this paragraph will apply whether or not Licensor or such party was advised of the possibility of the loss, liability, or damages and notwithstanding any failure of essential purpose of any limited remedy. Because some states do not allow exclusions or limitations of liability for consequential or incidental damages, this provision may not apply to you.<br />
11 Waiver. No delay or failure of Licensor to exercise any right under this Agreement, nor any partial exercise thereof, shall be deemed to constitute a waiver of any rights granted hereunder or at law.<br />
12 Unlawful Provision(s). If any provision of the Agreement is held to be unenforceable for any reason, all other provisions of this Agreement shall nevertheless be deemed valid and enforceable to the fullest extent possible, and any unenforceable provisions will be reformed to effectuate the intent of this Agreement as closely as possible.<br />
13 Applicable Law. This will be governed by the laws of the State of California, without reference to its choice of law rules, and the United States, including U.S. Copyright laws. All disputes under this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in Orange County, California.<br />
14 Assignability. Except as expressly authorized in Section 2, you have no right to assign your rights or obligations under this Agreement without Licensor’s prior written consent. Licensor will have the right in its sole discretion to assign this Agreement or any of its rights or obligations under this Agreement, without notice.<br />
15 Entire Agreement. This Agreement supersedes all proposals, negotiations, conversations, discussions, all other agreements, oral or written, and all past course of dealing between you and Licensor relating to the Licensed Software or the terms of its license to you, and may only be modified in writing signed by you and Licensor.<br />
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