Date Last Updated: December 17, 2021

This is a legally binding agreement. Please read it carefully. By clicking “I Accept” below, or installing or using the Data Collector software and/or any updates to such software provided by Hyperview (the “Software”), you:

• agree to the following terms on behalf of the Hyperview customer with which you are employed, affiliated, or associated (the “Customer”),
• represent that you are an authorized User under the master subscription agreement between Hyperview and the Customer (the “Master Subscription Agreement”).

If you do not have such authority, are not an authorized User, or do not agree to these terms, you may not install or use the Software.

This Order Form Supplement was last updated on December 17, 2021. It is effective between the Customer and Hyperview as of the date you first download, install or use the Software, whichever is earliest.

1. THIS ORDER FORM SUPPLEMENT

This Order Form Supplement is a part of the order form by which the Customer ordered the Hyperview service that includes the Data Collector (the “Order Form”). The Order Form and this Order Form Supplement are governed by the Master Subscription Agreement. This Order Form Supplement adjusts certain terms of the Master Subscription Agreement, solely with respect to the Software. Capitalized terms used but not defined in this Order Form Supplement have the meanings given to them in the Master Subscription Agreement. 

2. THE SOFTWARE

The Data Collector “Software” is configured for network use and can be used for identification and management of different assets including but not limited to Servers, Virtual Machines, Storage Devices, Network Devices, and Power Distribution Units that are connected to the network (“Assets”).

3. WHO ARE YOU CONTRACTING WITH

This Order Form Supplement is being entered into between the Hyperview entity named on the Order Form and related Master Subscription Agreement.

4. SOFTWARE LICENSE

The Software, including software embedded in the Software, is licensed, not sold, to the Customer by Hyperview only under the terms of the Master Subscription Agreement, the Order Form and this Order Form Supplement, and Hyperview reserves all rights not expressly granted to the Customer. You or the Customer own the media or device on which the Software is recorded or stored but Hyperview retains ownership of the Software itself.

5. PERMITTED LICENSE USES AND RESTRICTIONS

1. This Order Form Supplement allows you, as an authorized User under the Master Subscription Agreement, to use the Software on any Supported Computer System that the Customer owns or controls, and on no other devices.
2. With respect to updates to the Software that Hyperview may make available for download, this Order Form Supplement allows you to download such Software updates to update or restore the Software on any Supported Computer System that the Customer owns or controls. This Order Form Supplement does not allow you to update or restore devices that the Customer does not control or own.
3. Except as and only to the extent permitted by applicable law, or by licensing terms governing use of open-sourced components included with the Software, neither you nor any other Customer personnel may copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of the Software or Software updates, or any part thereof. Any attempt to do so is a violation of the rights of Hyperview and its licensors. If you or any other Customer personnel breach this restriction, you or they, and the Customer, may be subject to prosecution and damages.
4. The Customer may not rent, lease, lend, redistribute, or sublicense the Software. The Customer may, however, allow other authorized Users under the Master Subscription Agreement to use the Software in connection with a re-assignment of the Supported Computer System to another authorized User under the Master Subscription Agreement.
5. The Software is available only for Supported Computer Systems and may not be available for all devices. Please check Hyperview’s website at hyperviewhq.com or contact your Hyperview representative, to determine whether a specific device-operating system combination is supported by the Software.
6. The Services, Content, other Hyperview technology, and derivatives thereof may be subject to export laws and regulations of Canada, the United States and other jurisdictions. Hyperview and Customer each represents that it is not named on any U.S. government denied-party list. Customer will not permit any User to access or use any Service or Content in a U.S.-embargoed country or region (currently Cuba, Iran, North Korea, Sudan, Syria or Crimea) or in violation of any U.S. export law or regulation.

6. TERM AND TERMINATION

Hyperview may terminate this Order Form Supplement upon notice to the Customer if any third party restricts, prevents, or ceases to authorize the installation or use of the Software on Customer devices or over Customer’s network. In addition, this Order Form Supplement shall terminate immediately and automatically upon any termination of the Customer’s subscription to the Hyperview services that includes the Data Collector. Upon any such termination, the Customer (including you) shall no longer be permitted to use the Software and shall delete or destroy all copies of the Software in its (including your) possession.

Termination of this Order Form Supplement shall not entitle the Customer to any refund, credit, or other compensation from Hyperview under the Master Subscription Agreement or any other agreement or from any third party.

7. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS

Will be based on the terms agreed to in the Master Subscription Agreement and the Order Form.

8. SERVICE LEVEL AGREEMENT

Any service level agreement in effect between the Customer and Hyperview shall be based on the terms set in the Master Subscription Agreement.

Please indicate whether you agree to the terms of this Order Form Supplement.

MANNER OF GIVING NOTICE.

Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Billing-related notices to Customer shall be addressed to the relevant billing contact designated by Customer. All other notices to Customer shall be addressed to the relevant Services system administrator designated by Customer.

In addition to the manner of notices provided above, all legal notices should also be emailed to legal@hyperviewhq.com.

AGREEMENT TO GOVERNING LAW AND JURISDICTION.

Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above.