INFINIDAT® General Terms and Conditions
1.

Definitions ……………………………………………………………………………………………………………………………………… 2

2.

Purchase Orders, Delivery and Acceptance. ......................................................................................... 5

3.

Payment ................................................................................................................................................ 6

4.

Infinidat End User License Terms.......................................................................................................... 7

5.

Warranty ............................................................................................................................................... 76.

Support Services ................................................................................................................................... 87.

Intellectual Property ............................................................................................................................. 98.

Confidential Information ...................................................................................................................... 99.

Indemnification ................................................................................................................................... 10

10. Limitation of Liability .......................................................................................................................... 10
11. Compliance with Laws ........................................................................................................................ 10
12. Export.................................................................................................................................................. 11
13. Miscellaneous ..................................................................................................................................... 11
Appendix A – Infinidat-Specific Purchase Models Terms and Conditions .................................................. 14
A. Capacity On Demand Model ............................................................................................................... 14
B. Infinidat FLX® Model ........................................................................................................................... 14
Appendix B – Infinidat Terms and Conditions- Specific Features ............................................................... 17
A. InfiniVerse® Terms and Conditions ..................................................................................................... 17
B. Host PowerTools; InfiniMetrics®; InfiniSDK ........................................................................................ 17
Appendix C – Infinidat Additional Services ................................................................................................ 18
A. Professional Services .......................................................................................................................... 18
B. Data Migration Services …………………………………………………………………………..……………………………………18
C. Deinstallation and Reinstallation Services .......................................................................................... 18
D. Data Sanitization ................................................................................................................................. 21
Appendix D – Optional Infinidat and Third-Party Add-Ons......................................................................... 22
A. Infinidat Add-Ons ………………………………………………………………………………………………………………………….22
B. Third-Party Add-Ons ……………………………………………………………………………………………………………………..22
Appendix E – Non-Standard Installation; Use of Third-Party Equipment ................................................... 231©2024 All rights reserved to INFINIDATThese General Terms and Conditions (“Terms”) apply to the sale of Products, Support Services and/orProfessional Services by Infinidat Ltd., and any of its Affiliates (collectively, "Infinidat") to a Reseller,
Distributor or End User (as such terms are defined below) purchasing Infinidat Products, Support Services
and/or Professional Services for its own use or a third party’s use (in case of Reseller or Distributor), unless
any of Reseller, Distributor or End User has entered into a separate executed agreement with Infinidat
which explicitly governs the subject matter described herein.
Infinidat and Purchaser (as defined below) shall hereinafter collectively be referred to as the “Parties” andindividually as a “Party”.
THESE TERMS SHOULD BE READ CAREFULLY. By ordering, accepting delivery, installing, keeping or using
the Product, Support Services and/or Professional Services or otherwise proceeding with any transaction
with Infinidat, Purchaser agrees to comply with all of the Terms.
Infinidat may, at its sole discretion, change or modify the Terms at any time, with or without notice. Suchchanges or modifications shall become effective upon posting of the modified Terms to this web address(URL):
https://www.infinidat.com/en/sites/default/files/resource-pdfs/INFINIDAT-Customer-ProductOnline-TCs.pdf
1.

Definitions“Affiliate”

means an entity which (i) controls, is controlled by, or is undercommon control with Infinidat, or (ii) is the surviving entity as aresult of a merger with Infinidat. “Control” means the direct orindirect ownership of more than fifty percent (50%) of the voting
securities of an entity or possession of the right to vote morethan fifty percent (50%) of the voting interest in the ordinary
direction of the entity’s affairs. It is agreed and understood thatin no event shall the parent company, Infinidat Ltd., be liable forany acts and/or omissions by its Affiliates. In the event of any
claims, Purchaser may only claim against the specific contracting
Affiliate as referenced in the Quotation.

“Billable Capacity”

means either the higher of the total capacity in the Quotations(s)for the InfiniBox Product appearing as “virtually allocated withinpools” or “physically allocated within pools” within the InfiniBox
dashboard, or the total capacity for the InfiniGuard Productappearing as “used capacity for snapshots” plus the “data size
after reduction” within the InfiniGuard dashboard. See Appendix
A (Infinidat-Specific Purchase Models Terms and Conditions) for
additional information.

“Business Day”

means Sunday to Thursday, or Monday to Friday for Purchasers
acquiring from an Infinidat legal entity other than Infinidat LTD.,
excluding applicable national holidays.
2©2024 All rights reserved to INFINIDAT“Confidential Information”

means any information related to a Party’s business, including(but not limited to): (i) (a) computer software (object and source
codes), programming techniques and programming concepts,
methods of processing, system designs embodied in the
Software, (b) benchmark results, manuals, program listings, data
structures, flow charts, logic diagrams, functional specifications,file formats, and (c) discoveries, inventions, concepts, designs,
flow charts, documentation, product specifications, application
program interface specifications, techniques and processes
relating to the Software; (ii) the research and development orinvestigations of a Party; or (iii) Product offerings, content
partners, Product pricing, Product availability, technicaldrawings, algorithms, processes, ideas, techniques, formulas,data, schematics, trade secrets, know-how, improvements,
marketing plans, forecasts and strategies. In addition,
Confidential Information includes information which theDiscloser (as defined below) protects against unrestricteddisclosure to others that (iv) the Discloser or its representatives
identifies as confidential at the time of disclosure; or (v) should
reasonably be understood to be confidential given the nature of
the information and the circumstances surrounding its
disclosure; including, without limitation, information from,about or concerning any third party that is disclosed under theTerms herein.

“Distributor”

means a legal entity which, on a non-exclusive basis, is engaged
with Infinidat, by way of executed agreement, for the sale anddistribution of Products to third parties.

“Documentation”

means Infinidat’s then-current, generally available user manuals
and technical documentation.

“End User”

means a pre-approved in writing third party, who purchases
Products, Support Services, and Professional Services directlyfrom Infinidat, or through an authorized Distributor or Reseller,
as applicable, for its own use.

“EULA”

means Infinidat’s End User License Agreement, as amended fromtime to time and accepted as part of utilization of the Products,
locatedat:https://www.infinidat.com/en/resourcepdfs/infinidat-end-user-license-agreement.pdf .

“Hardware”

means Infinidat Product hardware, comprised of proprietarycomponents and third-party hardware, manufactured,developed, licensed or otherwise made available by Infinidat andprovided to Purchaser, as a constituent part of the Product.
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“Intellectual Property
Rights” or “IPR”

means any and all: (i) trademarks, service marks, brand names,
collective marks, internet domain names, logos, symbols, trade
names, business names, corporate names, slogans, designs andother indicia of origin, Documentation, together with alltranslations, adaptations, derivations and combinations thereof,
all applications, registrations and renewals for the foregoing, andall goodwill associated therewith and symbolized thereby("Trademarks"); (ii) patents and patentable inventions (whether
or not reduced to practice), all improvements thereto, and all
invention disclosures and applications therefor, together with alldivisions, continuations, continuations-in-part, revisions,renewals, extensions, reexaminations and reissues thereof("Patents"); (iii) confidential proprietary business information,
trade secrets and know-how, including processes, schematics,
business and other methods, technologies, techniques,
protocols, formulae, drawings, prototypes, models, algorithms,
processes, designs, discoveries and inventions (whether or notpatentable) ("Trade Secrets"); (iv) copyrights in published andunpublished works of authorship (including databases and othercompilations of information), and all registrations andapplications therefor, and all renewals, extensions, restorations
and reversions thereof; or (v) other intellectual property rights.

“License”

means the Infinidat-granted software license provided inaccordance with and subject to Infinidat’s EULA.

“Product(s)”means any Infinidat product or products (however branded),
excluding any Beta, non-generally available products or end oflife products. Specific terms concerning the methods andstructure of particular Products sold are described in Appendix A(Infinidat-Specific Purchase Models Terms and Conditions).

“Professional Services”

means
Infinidat-offeredconsulting,installation,
implementation, and other services that are not Support
Services as per the terms specified in Appendix C (Infinidat
Additional Services) attached hereto.

“Purchase Order”

means a formal written, binding and irrevocable order received
by Infinidat from Purchaser, for the acquisition of Products,
Support Services and/or Professional Services, and in the case of
a Distributor or Reseller on behalf of an End User, in accordancewith Section 2 (Purchase Orders, Delivery, and Acceptance)
hereunder.

“Purchaser”

means Reseller, Distributor or End User, as applicable.

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“Quotation”

means an Infinidat-approved official quotation for theacquisition of Products, Support Services or Professional Services
by a Purchaser.

“Reseller”

means a legal entity that, on a non- exclusive basis, is engaged
with Infinidat or a Distributor, by way of executed agreement,
for the resale of Products to End User(s).

“Site”

means End User’s designated location for the Product, in respectof which an Infinidat site survey (“ISS”) has been undertaken,
and as specified in the applicable Purchase Order and Quotation.

“Software”

means Infinidat software (however branded), provided in object
code, integrated with the Hardware to be utilized by an End User
under the EULA.

“Support Services”

means services for the support of acquired Products inaccordance with Infinidat’s then-current Support Services Terms
andConditions,availableat:https://www.infinidat.com/en/resource-pdfs/infinidat-supportservices.pdf .

“Third-Party Products”

means hardware, software, or services that are not proprietary
to Infinidat. Third-Party Products may include, without
limitation, products and services licensed, or performed by or on
behalf of Infinidat or its Affiliates, and may include hardware orsoftware installed on a Product.

Purchase Orders, Delivery and Acceptance
2.1.

Each Purchase Order shall include (but not be limited to) the following: (i) the names of
the Product and Product model; (ii) confirmation of completed ISS, date thereof andconfirmed Site location; (iii) agreed-to Product unit prices and total amount of Purchase
Order price; (iv) Quotation number; and (v) all logistics information necessary forshipment and any other such information as Infinidat may request.

2.2.

All Purchase Orders are subject to credit approval and acceptance by Infinidat. Acceptanceof one Purchase Order is independent from any other Purchase Order. Prices referenced
in a Purchase Order are effective until the expiration of the applicable Quotation for the
Product referenced therein, however such prices may change due to increase of
manufacturing costs, shortage, shipping costs, or other factors at Infinidat’s sole
discretion.

2.3.

All Products are deemed automatically accepted by End User upon delivery, unlessotherwise agreed in writing by Infinidat.

2.4.

Delivery. Products shall be delivered Ex Works (Incoterms 2020), unless otherwise
explicitly agreed between Infinidat and Purchaser. Risk of loss to the Product will passupon delivery.
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3.

2.5.

Transfer of Title. Title to the Product (excluding Software) will pass upon full payment of
the Product unit price.

2.6.

Changed, Discontinued, or End of Life Products. Infinidat may revise, discontinue, or
terminate (i.e., “end of life”) a Product, at any time, prior to Infinidat’s shipment of the
Product.

2.7.

“End of Life Notification” means written notice sent by Infinidat to its customer basestating that certain Products or components will no longer be supported due toobsolescence or to a third-party supplier’s decision to stop supporting that Product orcomponent model or version.

2.8.

Packaging, Labeling. Infinidat shall supply the Product packed and labeled according to its
required specifications, and the same shall not be modified by any third party or
Purchaser.

2.9.

Installation. Infinidat, or any designated third party on behalf of Infinidat, shall install the
Product(s) at the Site, unless explicitly agreed otherwise in writing between the Parties.
In the event Purchaser requests and Infinidat agrees in writing (via Quotation orotherwise) to install the Product using components not provided by Infinidat, the termsof Appendix E (Installation Using Third-Party Equipment) shall apply.

2.10.

Purchase Orders Through Reseller or Distributor. If End User’s transaction is madethrough a Reseller or Distributor, all credit, invoicing, payments, returns, ordering andcancelation terms for the transaction will be as agreed between End User and Reseller orDistributor, as applicable.

Payment
3.1.

Unless explicitly agreed otherwise in writing, Infinidat will issue an invoice to Purchaser
immediately upon shipment of the Product, or in the case of Professional Services or
Support Services extensions/renewals, on the same date as receipt of the applicable
Purchase Order.

3.2.

Purchaser will make full payment for the Product within thirty (30) days of the Infinidat
invoice date, in the currency specified in the applicable invoice.

3.3.

In the event of failure to pay, following the due date for any invoice payment, Purchaser
will be required to pay interest accruing at a rate of one and a half percent (1.5%) per
month (eighteen percent (18%) per annum) or such amount as may be allowable underapplicable law.

3.4.

Unless specifically agreed otherwise in writing, Purchaser may not offset, defer or deduct
any invoiced amounts. Infinidat, without waiving any other rights or remedies (by law orequity) and without liability to Purchaser, may suspend any and all shipments (including
future deliveries) or other related Support Services and/or Professional Services until all
overdue amounts are received in full.

3.5.

Infinidat may, at its sole discretion, terminate and revoke any License granted to End Userin the event of failure to pay any amounts due and payable to Infinidat.

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4.

5.

3.6.

Taxes. All invoiced amounts will be paid by Purchaser free and clear of any set-off,counterclaim or withholding and will be billed exclusive of any deduction on account ofvalue-added tax, withholding tax and any other similar related tax-like duties, fees,
charges and surcharges which Purchaser shall pay in the manner and at the rate from time
to time prescribed by applicable law. If under applicable law any sum cannot be paid byPurchaser to Infinidat without a deduction or withholding, then Purchaser shall increasesuch payments such that the net amounts received by Infinidat after such deduction orwithholding (and the payment of any other amount that must be deducted or withheld asa result of such increase) shall be equivalent to the full amount that Infinidat would havereceived had such payments not been subject to any deduction or withholding.

3.7.

Infinidat shall be entitled to set off amounts owing to it by Purchaser against amounts it
owes to Purchaser.

Infinidat End User License Terms
4.1.

License Grant. Subject to End User’s compliance with all of the Terms hereto and further
subject to the terms under the EULA, Infinidat grants to End User a non-exclusive, nontransferable, non-sublicensable, limited and revocable License to use the Software for End
User’s internal business purposes only, and to use the Documentation in support of End
User’s use of the Software.

4.2.

Third-Party Licenses and Open Source Software. The Software may contain third-party
software components, including (but not limited to) open-source software components
embedded in Software (“Third-Party Software”). Any such Third-Party Software is subject
to its own license terms which shall be applicable to End User. Infinidat shall have noliability whatsoever with respect to Third-Party Software.

Warranty
5.1.

Hardware Warranty. Infinidat warrants to End User that for a period of twelve (12)months from the Product delivery date (“Hardware Warranty Period”), the materials andworkmanship of the Hardware will conform to the standards of the industry and will befree of material defects in materials and workmanship. Purchaser shall promptly notify
Infinidat in writing with a description of a warranty claim within the Hardware Warranty
Period. Following such notification, Infinidat shall consider the claim, and Infinidat will,
upon determination of the claim validity, at its expense, as Purchaser’s sole and exclusive
remedy, either repair or replace any Hardware which does not comply with this warranty.

5.2.

Software Warranty. Infinidat warrants to End User that the Software will substantiallyconform to the specifications contained in the Documentation for ninety (90) days fromthe Product delivery date (“Software Warranty Period”). Infinidat does not warrant that
the Software will operate uninterrupted or that it will be free from defects or errors that
do not materially affect its performance, or that the applications contained in the
Software are designed to meet all of End User’s business requirements. If any
reproducible faults in Software are discovered and reported by Purchaser during theSoftware Warranty Period, Infinidat shall consider the claim, and upon determination of
the claim validity, Infinidat will (at its option): (i) repair, replace or upgrade the Softwareconcerned, or (ii) refund the portion of License fees paid for the applicable Software
7©2024 All rights reserved to INFINIDAT

concerned in exchange for a return of such Software. This is End User’s sole and exclusive
remedy under this warranty.

6.

5.3.

EXCEPT AS EXPLICITLY SET FORTH HEREIN AND TO THE FULLEST EXTENT PERMITTEDUNDER APPLICABLE LAW, INFINIDAT DISCLAIMS ALL OTHER REPRESENTATIONS,WARRANTIES OR CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITHRESPECT TO THE PRODUCT, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OR
CONDITIONS OF SATISFACTORY QUALITY, NON-INFRINGEMENT, MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING OUT OF STATUTE OROTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE.

5.4.

The warranties provided in this Section (Warranty) are contingent upon proper use andcare by Purchaser of the Product. This warranty shall not apply to defects or failures of
any Product which was subjected to: (i) accident, neglect or misuse; (ii) failure of or defectin electrical power, external electrical circuitry, air-conditioning or humidity control; (iii)the use of software, components or equipment not provided by Infinidat; (iv) electricalstatic discharges; (v) unusual operational or environmental stress; or (vi) modification,
adjustment, repair, service, relocation or installation by any party other than Infinidat or
persons authorized and certified by Infinidat.

5.5.

The obligations of Infinidat under this Section (Warranty) are subject to: (i) Purchaser
providing accurate and prompt notice of any claimed defect, and the ability to reproduce
such defect; (ii) Purchaser’s fulfillment of all of its obligations under the Support Terms;(iii) the immediate opening by End User of a suitable and continuous digital remote accessconnection between the Product and Infinidat’s technical support facility; (iv) the opening
by End User of a voice link between Infinidat’s engineers and English-speaking,appropriately qualified certified End User engineers at the Site; (v) should an Infinidat
engineer be dispatched to the Site, twenty-four (24) hour physical access to the Site andan English-speaking, appropriately qualified End User engineer who shall accompany andassist the Infinidat engineer at the Site; (vi) Purchaser’s full and complete cooperation
with Infinidat in the problem identification and analysis process; and (vii) the provision by
End User of all reasonable or necessary assistance required by visiting Infinidat personnel.

Support Services
6.1.

Support Services are provided by or on behalf of Infinidat to Purchaser for the benefit of
End User, in accordance with the terms stipulated in the Support Services Terms andConditions (“Support Terms”) located at https://www.infinidat.com/en/resourcepdfs/infinidat-support-services.pdf, provided that that no breach of the Software License
has occurred, that Purchaser has ordered and paid for such Support Services, and that theProduct has not been desupported in accordance with an End of Life Notification.

6.2.

Support Services are invoiced and payable in advance as per the applicable Quotation.
Accordingly, the payment terms as stated in Section 3 (Payment) shall apply.

6.3.

If Support Services are allowed to lapse, Infinidat will be under no obligation to reinstate
Support Services at a later date.

6.4.

Purchaser shall be solely responsible to remove the Hardware from the Site following thedecommissioning of the Product in accordance with applicable laws.
8©2024 All rights reserved to INFINIDAT

7.

8.

Intellectual Property
7.1.

Infinidat or the relevant supplier of Infinidat, shall be, and shall at all times remain thesole and exclusive owner of all brands, copyright, database rights, IPR and all other rights
to the Product, Documentation, Infinidat websites whenever provided or referenced, andin all derivative rights arising in connection therewith. No ownership or other rights in IPRshall be granted or deemed to be granted to Purchaser in connection with the above otherthan as expressly stated in these Terms.

7.2.

Purchaser shall not copy, incorporate or store any Infinidat information, publications orother works of any kind on other websites or electronic retrieval systems. The content
available on any Infinidat websites, including text, graphics, photographs, audio,
illustrations and Software is owned by Infinidat, its licensees and/or content providers.

7.3.

All elements of the Product are protected by commercial law, copyright, moral rights,
brands and other laws regarding intellectual property rights. All brands and trademarksof Infinidat are registered trademarks of Infinidat, unless otherwise indicated.

7.4.

Purchaser shall not, remove, alter or permit the removal or alteration of, any Infinidat or
third-party trademarks, copyright notices, tags, labels or other identifying markings
placed on any Product, packages or containers provided hereunder without the priorwritten consent of Infinidat

Confidential Information
8.1.

These Terms impose no obligation upon a party receiving the Confidential Information(hereinafter, “Recipient”) with respect to information designated as Confidential
Information which: (i) the Recipient can demonstrate was already in its possession before
receipt from the party disclosing the Confidential Information (hereinafter, “Discloser”);(ii) is or becomes publicly available through no fault of the Recipient or its Representatives(as defined below); (iii) is rightfully received by the Recipient from a third party who has
no duty of confidentiality; or (iv) is independently developed by the Recipient without abreach of these Terms, and without any use or reference to the other Party’s Confidential
Information. If a Recipient is required by a government body or court of law to disclose
Confidential Information, to the extent permitted by law, the Recipient agrees to give theDiscloser prompt advance written notice so that the Discloser may contest the disclosure
and/or seek a protective order.

8.2.

Recipient will use Confidential Information only for the purpose for which the Confidential
Information was disclosed. Recipient may disclose Confidential Information to its
directors, officers, or employees, (collectively, “Representatives”) provided thoseindividuals: (i) have a “need to know” such information in their work for Recipient infurtherance of the potential or continued business transaction or relationship, and (ii) arebound by obligations of confidentiality at least as restrictive as those imposed on
Recipient in herein. Recipient is fully liable for any breach of Confidential Information by
its Representatives. Recipient shall protect Confidential Information against unauthorized
disclosure using the same degree of care, but no less than reasonable care, as Recipient
uses with respect to its own information of a similar nature. Recipient's duty to protect
Confidential Information shall remain in full force and effect until earlier terminated by
9©2024 All rights reserved to INFINIDAT

either Party. Upon the Discloser's written request, Recipient will promptly return or
destroy all Confidential Information received from the Discloser, together with all copies.
Notwithstanding the foregoing, Recipient’s professional advisors (e.g., lawyers andaccountants) may retain in confidence one file copy of their respective work papers andfinal reports in accordance with their professional and ethical obligations.
9.

Indemnification
Purchaser will fully defend, indemnify and hold Infinidat harmless against any third-party claim
resulting or arising from Purchaser’s: (i) failure to obtain any appropriate license as applicable to
Purchaser in respect of the Product or its usage; (ii) violation of Infinidat’s proprietary rights; (iii)
misrepresentation of facts regarding the Product and/or Infinidat; (iv) misuse of the Product or
failure to follow Infinidat’s instructions concerning its operation or environment.

10.

11.

Limitation of Liability
10.1.

EXCEPT IN THE EVENT OF DEATH OR PERSONAL INJURY, INFINIDAT’S ENTIRE LIABILITY TO
PURCHASER OR ANY THIRD PARTY ARISING FROM OR RELATED TO THE TERMS AND/OR
PRODUCT SHALL BE LIMITED TO THE AMOUNTS ACTUALLY RECEIVED BY INFINIDAT FROMPURCHASER PURSUANT TO THE PURCHASE ORDER FOR THE PRODUCT THAT GAVE RISE
TO THE CLAIM, AND IF NO SPECIFIC PURCHASE ORDER IS APPLICABLE THEN INFINIDAT’SENTIRE LIABILITY SHALL NOT EXCEED IN AGGREGATE THE LOWER OF: (I) AMOUNTSACTUALLY RECEIVED BY INFINIDAT FROM PURCHASER DURING THE TWELVE (12) MONTHPERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM; OR (II) FIVE HUNDRED
THOUSAND DOLLARS ($USD 500,000.00).

10.2.

No Indirect Damages. Infinidat shall have no liability to any party for special,consequential, exemplary, punitive, incidental, or indirect damages, or for lost profits, lossof revenue, loss of goodwill, loss of data, loss of use, or procurement of substituteproducts or services.

10.3.

Data Security and Regular Back-ups. End User shall be solely responsible for its use of the
Product, for maintaining and securing the Site, and for maintaining data that is managed
or stored using the Product. End User must back up its data before Infinidat performs any
activities on End User’s systems.

10.4.

Limitation Period. All claims must be made within the period specified by applicable law.
If the law allows the Parties to specify a shorter period for bringing claims, or the law does
not provide a time a period, then claims must be made one hundred and twenty (120)days after the cause of action accrues.

10.5.

No Indemnity for Customer Claims. Neither Party shall be liable to the other Party’s
customers in any manner whatsoever. Each Party (the “Indemnifying Party”) shall defend,
indemnify and hold the other Party (the “Indemnified Party”) harmless from and against,
and reimburse the Indemnified Party with respect to any and all losses, damages,
liabilities, claims, judgments, settlements, fines, costs, and expenses (including
reasonable attorney’s fees of any nature) incurred by the Indemnified Party by reason ofor arising out of or in connection with any claim, proceeding or suit instituted by any of
the Indemnifying Party’s customers.

Compliance with Laws
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12.

11.1.

Each Party will comply with all applicable laws and regulations, at any time enforceable,
including all applicable laws relating to anti-bribery and anti-corruption.

11.2.

To the extent applicable, in the event Purchaser provides Infinidat with access to any ofPurchaser’s Personal Data (namely, contact telephone numbers for End User), as such termis defined in applicable data protection laws (including but not limited to the EU General
Data Protection Regulations 2016/679 (“GDPR”) and the California Consumer Privacy Act of2018 (“CCPA”)), all Parties will ensure that such Personal Data is disclosed and handled inaccordance with such applicable laws.

ExportPurchaser acknowledges that Products supplied by Infinidat under these Terms may be subject tocontrols under the laws and regulations of Israel, the United States, the European Union, and othercountries, as applicable. Purchaser agrees to comply with such laws and regulations and, inparticular, represents and warrants that: (i) it will not, unless authorized by U.S. export licenses orother government authorizations, directly or indirectly import, export, re-export or divert Productsto (or use Products in) countries subject to (a) United Nations, U.S., European Union or otherapplicable embargoes, including but not limited to Cuba, Iran, Libya, Sudan, Iraq, North Korea, Syria,
Russia, Belarus, Crimea, Donetsk, Luhansk, or any destination defined as country group E in
Supplement No. 1 to Part 740 of the U.S. Export Administration Regulations (“EAR”), or (b) trade
sanctions programs; (ii) it is not a party, nor will it import, export, re-export or divert to a party,
identified on any government export exclusion lists, including but not limited to the U.S. Denied
Persons, Entity, and Specially Designated Nationals Lists; and (iii) it will not use Products or
technology for any purposes prohibited by United States law, including without limitation thedevelopment, design, manufacture, production, or use of nuclear, missile, chemical or biologicalweaponry, other weapons of mass destruction, nuclear programs, maritime nuclear propulsion
projects, or any other prohibited end-use under applicable laws and regulations; (iv) to its
knowledge, except as authorized under applicable laws and regulations, the Products will not be
used directly or indirectly, sold, re-exported, transferred, or incorporated into products for “military
end use,” “military end users”, “military-intelligence end use”, or “military-intelligence end users”,
as such terms are defined in Part 744 of the EAR; and (v) the Products will not be used in activities
that involve the development or production of advanced semiconductors, semiconductor
manufacturing equipment, or related parts and components, or for the development, production
or use of supercomputers or related parts and components in China, Hong Kong, or Macau, as
provided in Part 744.23 of the EAR. Purchaser agrees to provide Infinidat with destination end use
and End User information upon its request. Purchaser will obtain all required authorizations,permits, or licenses to export, re-export or import Products, as required. Purchaser shall remain
liable for any third party’s acts or omissions related to this Section (Export).

13.

Miscellaneous
13.1.

Term and Termination. These Terms shall continue in full force and effect until
terminated as set forth in this paragraph. Either Party may terminate these Terms bygiving written notice to the other Party if the other Party breaches a material provision ofthese Terms and fails to cure the breach (if curable) within thirty (30) days after being
given written notice thereof. Upon termination of these Terms for any reason, any License
rights granted by Infinidat shall immediately terminate. Any term intended to survive by
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its nature, together with all accrued rights to payment, shall survive termination of theseTerms for any reason.
13.2.

US Federal Customers. The Software is "commercial computer software" and theDocumentation is "commercial computer software documentation," pursuant to DFAR
Section 227.7202 and FAR Section 12.212, as applicable. If Purchaser is an agency,
department, employee or other entity of the United States Government, then Purchaser’s
access to and use of any part of the Software and/or the Documentation shall be subject
solely to the terms and conditions of these Terms.

13.3.

Force Majeure. Except with respect to Purchaser’s payment obligations, neither Party will
be liable to the other Party for any for any delays or failures in performance resulting fromacts beyond its reasonable control including, without limitation, acts of God, terrorist acts,
shortages of supply, breakdowns, malfunctions, pandemics, earthquakes and/or fires.

13.4.

Waiver. Any waiver or failure to enforce any provision of these Terms on any occasion will
not be deemed a waiver of any other provision or of such provision on any other occasion.
Either Party’s exercise of any right or remedy provided in these Terms will be without
prejudice to its right to exercise any other right or remedy.

13.5.

Severability. In the event any provision of these Terms is held by a court of competentjurisdiction to be unenforceable for any reason, such provision will be changed andinterpreted to accomplish the objectives of such provision to the greatest extent possible
under applicable law and the remaining provisions hereof will be unaffected and remain
in full force and effect.

13.6.

Assignment. Purchaser may not assign any rights or delegate any obligations under theseTerms without the prior written consent of Infinidat. Any assignment whatsoever byPurchaser without Infinidat’s prior written consent will be null and void.

13.7.

Subcontractors. Infinidat may utilize the services of subcontractors, located in different
geographical locations, to fulfill any of its obligations under these Terms.

13.8.

Independent Contractors. The relationship of the Parties under these Terms is that ofindependent contractors. Nothing set forth in these Terms will be construed to create therelationship of principal and agent, franchisor/franchisee, joint venture, or
employer/employee between the Parties. Neither Party will act or represent itself,
directly or by implication, as an agent of the other Party.

13.9.

Audit. Purchaser grants Infinidat and its independent accountants the right to audit End
User once annually during regular business hours upon reasonable notice to verify
compliance with these Terms. If the audit discloses capacity increases or breach of the
Software License, or any other material noncompliance, Purchaser will promptly pay
Infinidat any additional fees invoiced to Purchaser, together with the reasonable costs ofconducting such an audit.

Governing Law. These Terms will be governed by and interpreted in accordance with thelaws of: (i) the State of Delaware, United States, excluding its conflicts of law provisions,if Purchaser is located in the United States, and the courts of competent jurisdiction in
Delaware shall have the exclusive jurisdiction with respect to any dispute arising under orin connection with these Terms; or (ii) Israel, and excluding the Convention on Contracts
12©2024 All rights reserved to INFINIDAT
13.10.

for the International Sale of Goods and that body of law known as conflicts of laws, if
Purchaser is located in Europe, Middle-East and Africa (excluding the United Kingdom)and Asia, Pacific and Japan, and the courts of competent jurisdiction in Tel-Aviv-Jaffa shallhave the exclusive jurisdiction with respect to any dispute arising under or in connection
with these Terms; or (iii) England and Wales, excluding its conflicts of law provisions, if
Purchaser is located in the United Kingdom, and the courts of competent jurisdiction in
London shall have the exclusive jurisdiction with respect to any dispute arising under orin connection with these Terms.
13.11.

Entire Agreement. These Terms, together with the Appendices attached hereto and any
documentation incorporated by reference, represent the entire agreement andunderstanding between Infinidat and Purchaser with respect to the Products acquired
hereunder. These Terms supersede any previous communications, representations oragreements between Infinidat and Purchaser and prevail over any conflicting or additionalterms in any third party, Distributor, Reseller, or Purchaser quote, terms and conditions,click-wrap or click-thru agreement, Purchase Order, acknowledgement, or similar
communications between the Parties even if Infinidat does not expressly object to suchterms when accepting a Purchase Order or similar document provided by Distributor,
Reseller, or Purchaser, except where the Parties expressly agree in writing to specificvariations of particular terms thereto in a mutually agreeable executed document(including, but not limited to, under Reseller and Distribution agreements, as applicable).

13©2024 All rights reserved to INFINIDATAppendix A
Infinidat-Specific Purchase Models Terms and Conditions
A. Capacity On Demand Model Purchase1. The Capacity on Demand (“COD”) model for the InfiniBox® and InfiniGuard® Products allows
Purchaser to purchase a certain amount of capacity in accordance with End User’s capacity
storage needs, and to be granted a License by Infinidat to use the specific capacity purchased.
Accordingly, End User will allow Infinidat to remotely monitor the Billable Capacity levels daily by
way of enabling the InfiniBox and InfiniGuard’s Call Home feature (described in Infinidat’s
Documentation).
2. The Billable Capacity may be increased by providing Infinidat in advance with a Purchase Orderfor such capacity. In the event Purchaser fails to issue such prior Purchase Order to Infinidat, andthe purchased capacity increases and exceeds the purchased capacity, such (additional) capacity
will be charged for and paid in accordance with the then-current Quotation. Billable Capacity
increases are charged on a monthly basis according to the highest-level Billable Capacity increaseat any time occurring during such applicable month (the “Highest Watermark”). Infinidat will
provide a Billable Capacity usage statement to Purchaser referencing the Billable Capacity
increase (a “Usage Statement”) and a Purchase Order shall be issued to Infinidat within thirty (30)
calendar days following the delivery of such Usage Statement (the “Purchase Order Period”). If a
Purchase Order is not received by Infinidat within the Purchase Order Period, Infinidat willautomatically issue a formal invoice for the capacity increase.
3. Any Billable Capacity increase charges for COD are made based on ten (10) terabyte increments,
rounded up, for the InfiniBox Product, and fifty (50) terabyte increments for the InfiniGuard
Product.
4. Billable Capacity increase payments do not extend any original warranty period or any purchased
Support Services term. Failure to pay for any Billable Capacity increase during the Purchase Order
Period will entitle Infinidat, in its sole discretion, to terminate Support Services and/or the License
to the InfiniBox and InfiniGuard, and pursue any remedy available in law or equity. Failure by
Infinidat to provide a Usage Statement shall not negate any payment obligation arising hereunder.
5. Purchaser is not entitled to deductions or refunds in the event it decreases its Billable Capacity
usage.

B. Infinidat FLX® Model
1. Purchaser may subscribe to use an InfiniBox or InfiniGuard Product under the Infinidat FLX model,
which allows End User to use the Product in accordance with End User’s capacity storage needs.
Accordingly, End User will allow Infinidat to remotely monitor the Billable Capacity levels daily by wayof enabling the InfiniBox and InfiniGuard’s Call Home feature (described in Infinidat’s Documentation).
2. Under the FLX model, for the duration stated on the Quotation (the Committed Duration, “CD”),
Purchaser commits to pay a monthly usage fee comprising of: (i) the Billable Capacity stated on theapplicable Quotation (the Committed Capacity, “CC”), plus, if applicable, (ii) the Billable Capacity
representing the additional usage exceeding the CC. The CC and CD together comprise the Committed
Payment (“CP”).
14©2024 All rights reserved to INFINIDAT

3.

Any Product capacity may be increased in any month, above the CC (a “Capacity Increase”). Any
Capacity Increases are measured on a daily basis, to the nearest whole terabyte rounded up. Infinidat
will provide a capacity usage statement referencing any Capacity Increase (a “Capacity Increase
Statement”). Infinidat will automatically provide Purchaser with an invoice at the beginning of themonth following any such Capacity Increase. Capacity Increases will be invoiced according to the pricecalculation as referenced in the applicable Quotation (an “Increase Payment”). Failure by Infinidat toprovide a Capacity Increase Statement shall not negate any payment obligation arising hereunder.

4. Unless otherwise agreed in writing, Purchaser shall provide to Infinidat two Purchase Orders. One
Purchase Order shall represent the entire CC amount. The second Purchase Order shall allow Infinidat
to invoice against it for any Capacity Increases for the duration of the CD. Any failure of Purchaser toissue a Capacity Increase Purchase Order shall not preclude Infinidat from invoicing Purchaser for any
Capacity Increases. Notwithstanding, in the event Purchaser fails to issue a Capacity Increase Purchase
Order in a timely manner, such delay will constitute a breach of Purchaser’s license for the Product,
and the following shall apply: (i) Customer shall pay Infinidat an additional monthly amount equal toten percent (10%) of Capacity Increase value; and (ii) Infinidat may suspend the Support Services
provided for the Product.
5. Upon the earlier of: (i) installation of the Product; or (ii) seven (7) calendar days after receipt of the
Product, Infinidat shall invoice the CC monthly fee. Following the initial invoice, and at the beginningof every month for the duration of the CD, Infinidat will invoice Purchaser the CD monthly fee together
with any Increase Payments (as defined below).
6. Payment is due within thirty (30) days from the date of Infinidat’s invoice.
7. The CD shall be automatically renewed for an additional twelve (12) month duration (a “CD Renewal”)
at the conclusion of the applicable CD unless Purchaser has provided Infinidat with written notice nolater than sixty (60) days prior to the conclusion of the CD of its intention to not renew the CD. The
CD shall be deemed automatically so renewed if the Product is not returned pursuant to therequirements described herein. If a CD Renewal occurs under the terms of this paragraph, the CP
amount for the CD Renewal shall automatically increase by ten percent (10%) per terabyte per monthfrom the original terabyte per month amount on the applicable Quotation and Purchaser agrees toimmediately issue a new Purchase Order representing the entire CD Renewal amount. Infinidat may
at any time on three (3) month’s written notice, notify Purchaser (as applicable) that it wishes to end
any CD Renewal and have the Product returned. Purchaser shall ensure that upon the conclusion ofsuch three-month period, it shall promptly facilitate the return of the Product in the same manner as
referenced below. Infinidat shall at the start of every month automatically invoice Purchaser
accordingly.
8. At the conclusion of the CD or any CD Renewal, End User or Distributor/Reseller, as applicable, shallensure that End User assists Infinidat with all logistics (including but not limited to entry onto End
User’s premises) to coordinate the prompt return of the Product to Infinidat in the same condition as
it was originally received, subject to any minor and expected wear and tear. Purchaser shall bear the
expense of returning the Product to Infinidat. Failure to do so shall entitle Infinidat to takeenforcement steps to ensure the safe return of its property independently or to invoice for theimmediate payment of the entire purchase price of the Product. Equally, in the event the Product isreturned damaged, Purchaser shall be obligated to make prompt payment of such sum as represents
the cost of restoring the Product to “as new” condition. End User is solely responsible for theremoval/migration of any data stored on the Product at the time of return.
15©2024 All rights reserved to INFINIDAT9. These FLX Model terms do not convey to Purchaser an interest in or to the Product, but only a limited
revocable right of use as described herein. All right, title and interest in and to the Product is and willremain with Infinidat. Accordingly, Purchaser agrees to be fully liable for any damage to the Product(other than normal wear and tear) throughout the duration of the CD or any CD renewal and for any
period thereafter during which the Product is under the possession, custody or control of Purchaser,and until such time as the Product is duly returned to Infinidat and received by Infinidat in accordancewith the terms set forth herein and to Infinidat’s satisfaction. During such period, Purchaser shall treat
the Product with the same degree of care as with its own similar property and in no event less than areasonable degree of care, including in terms of security, insurance, and other protective treatments.
10. As of delivery of the Product on Site and throughout the duration of the CD or any CD renewal, andfor any period thereafter during which the Product is under the possession, custody or control of End
User, End User shall maintain, at minimum, in effect, a Property All Risks insurance policy (the“Policy”) against any loss or damage including but not limited to fire, smoke, soot, explosion, theft,
burglary, malicious damage, water damage, natural hazards, and earthquake whilst the Product is intransit, loading, unloading, at rest or operation. End User’s Policy shall include any property in theownership, care, custody or control of Purchaser, all at full reinstatement value including the Product.
Sums insured shall always reflect the full replacement value of the property as new. The Policy shallbe maintained solely at End User’s expense. All insurer’s rights of subrogation against Infinidat for
losses or claims arising out of the Product shall be waived under the Policy or any othercomplementary insurance policy End User may take. The Policy shall contain a primary and noncontributory clause to the benefit of Infinidat and its insurance company. The Policy shall not becancelled unless Infinidat is given written notice of said cancellation at least thirty (30) days in advanceand said Policy is replaced by similar policy with similar coverage levels. End User shall provide a
certificate of insurance evidencing said Policy at Infinidat’s request.
11. End User may be entitled to an Infinidat Hardware refresh (“Refresh”) subject to the following
conditions:i.

Completion of a minimum CD of three (3) years (“Refresh Eligibility Duration”); andii. At least seventy percent (70%) of any eligible Product has been consistently used by End User(the “Refresh Minimum”) for a duration of at least a twelve-month period prior to any
Refresh; andiii. Purchaser shall issue a Purchase Order for CD Renewal of at least an additional three (3) years.
iv. Purchaser shall notify Infinidat at least sixty (60) days in advance and in writing of its request
to exercise the Refresh right.
12. Any Refresh shall be for identical, equivalent, or improved sized and/or performance Infinidat
Hardware Product as solely determined by Infinidat. If applicable, Infinidat may, acting in its
discretion, provide a larger capacity Infinidat Product at such time. Infinidat shall bear the expense of
returning Products related to any Refresh. Entitlement to a Refresh is conditioned upon fullcompliance with these Terms, including the EULA.

16©2024 All rights reserved to INFINIDATAppendix B
Infinidat Terms and Conditions - Specific Features
A. InfiniVerse® Terms and Conditions (“InfiniVerse Terms”)
1.

End User, subject to prior written request and registration, may receive predictive analytics,
monitoring, and reporting as an Infinidat service (“InfiniVerse”) as part of its purchase of Infinidat’s
Products, provided that such End User is under a current contract for Support Services with respect
to the specific Product to which the InfiniVerse is requested to be provided.

2.

InfiniVerse service shall only be provided if the Product’s Call Home feature is enabled by End User.

3.

End User agrees that collection and transmission of its Product information is necessary to enable
InfiniVerse and may be subject to third party terms and conditions. In such cases, separate terms
and conditions with such third party in addition to the Terms herein may apply to the InfiniVerse,
and Infinidat accepts no liability or responsibility with respect to any such third party’s terms andconditions or terms of use. Such collected information shall be used in accordance with applicablelaws and regulations. For the avoidance of doubt, Infinidat retains all right, title and interest to thereferenced information collected.

4.

Infinidat does not accept any liability for any issues deriving from or related to inaccurate orundelivered information.

B. Host PowerTools; InfiniMetrics®; InfiniSDKEnd User may elect to utilize any of Host PowerTools, InfiniMetrics®, InfiniSDK (collectively, “Infinibox
Optional Features”), subject to these Terms, including the Documentation, and any Infinidat
requirements related to their usage.

17©2024 All rights reserved to INFINIDATAppendix C
Infinidat Additional Services
A. Professional Services (“PS”)
1.

Infinidat may, upon request of End User, agree to provide End User with certain professional,
technical or educational services subject to the execution of a statement of work (“SOW”).

2.

PS provided may be chargeable on an hourly basis, in which case the PS shall be used in the manner
only as agreed specifically between Infinidat and Purchaser in an applicable executed SOW.

3.

Alternatively, PS provided by Infinidat may be for an agreed-upon fixed price, in which casepayment shall be made in advance according to the applicable Quotation. The description of thePS, including any deliverables, and the manner and timing of the PS shall be as stated in theapplicable SOW.

B. Data Migration Services (“DMS”)
Infinidat may, upon written request of End User, agree to provide End User with certain capabilities toenable the migration of End User data either from or to an Infinidat Product. The quantity of data to betransferred and the details concerning the timing and activities for such migration shall be as drafted inaccordance with the terms of a specific SOW executed by the Parties. Exceeding time or data limits in the
SOW may require additional payments to be made by End User. End User is obligated to back up all data,
software, and programs stored on the Product prior to any migration. Infinidat shall not be liable for theloss of any End User’s data stored on or migrated from the Product. To enable DMS, End User must provide
Infinidat authorized personnel with access, including virtual and onsite physical access, to its premises andthe Product. For the avoidance of doubt, Infinidat shall have no liability towards Purchaser for any unused
DMS or data not migrated within the agreed-upon SOW term.
C. Deinstallation and Reinstallation Services
In the event Purchaser and Infinidat agree in writing via Quotation to a relocation of a Product from its
original installation site to a different site, Infinidat shall assist with the relocation by deinstalling, andreinstalling the Product in accordance with the following terms:
1. All relevant information concerning the origin and destination Sites, including any ISS, if requiredin Infinidat’s sole discretion, target relocation date, key personnel contacts, and expiry of theservices term shall be included in an SOW for deinstallation and relocation services with Infinidatprovided transportation.
2. To assist with the relocation of the Product, the following steps shall be performed by Infinidat or
End User, as applicable:
Step 1: Deinstallation:
(i)

(ii)
(iii)

Perform a media sanitization of the Product array pursuant to the standards for secure
erasure and media sanitization set forth by the National Institute for Standards andTechnology (an “NIST Standard Erasure") (if explicitly agreed to via Quotation). (Infinidat)
Power off the Product and unplug all power cords and other Product cables. (End User)
Unload and label all drives with pre-provided labels to mark locations in the Product.
(Infinidat)
18©2024 All rights reserved to INFINIDAT

(iv)
(v)

Package drives in shipping container. (Infinidat)
Secure the Product for relocation. (Infinidat)

Step 2: Transportation:
(i)
(ii)
(iii)

Move the Product to the loading dock, crate the Product and drive boxes, and load theProduct and drive boxes onto a moving vehicle. (End User)
Transport the Product to the destination location. (End User)
Uncrate the Product and drive boxes, move the Product and drive boxes to final location
within data center. (End User)

Step 3: Reinstallation:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)

Unpack and install drives into the Product as labeled at the origin location. (Infinidat)
Plug in all power cords and other Product cables as directed by Infinidat personnel. (End User)
Power on the Product. (Infinidat)
Perform health checks. (Infinidat)
Validate remote support. (Infinidat)
Update inventory application for the new site. (Infinidat)
Establish support call tree structure and new site contacts. (Infinidat)

3. In addition, End User shall:
(i)
(ii)

(iii)
(iv)
(v)
(vi)

(vii)
(viii)(ix)

Develop and own the overall relocation plan and schedule;
Maintain responsibility for overall Services management during the service term, negotiating
application change windows, remediating hosts, administering storage area networks, andmake source storage array and host configuration changes in all power cords and other
Product cables as directed by Infinidat personnel;
Validate host interoperability on the Infinidat Support Portal (http://support.infinidat.com)
prior to performing any necessary migrations;
Procure and run fiber channel, network and power cables required to connect the Product,and secure such connections;Manage all change control windows and communication with End User’s staff, internal users,
and application owners;
Perform preparatory tasks including: i) completing a full backup of all data on the Product thatis to be relocated prior to the relocation; ii) storage area network zoning; (iii) storage arraymapping/masking changes; and iv) host rescanning; and application validation;
Manage all processes including those related to data availability, integrity, recover, security,and service level agreements;
Perform cutover, including, but not limited to, remediating the operating systems, host bus
adapter driver, and multi-pathing software on the migrated servers to a version supported by
the Product, if required; andMaintain responsibility for all data on the Product that is to be relocated, and maintainresponsibility for any data loss or corruption resulting from the relocation.

4. The deinstallation and reinstallation services are based on the following assumptions:19©2024 All rights reserved to INFINIDAT

(i)
(ii)

(iii)
(iv)

End User has sufficient data center resources, including rack space, power, LAN, and storage
area network ports (on the same core switches as the source arrays) to connect the Product;
End User will provide Infinidat personnel with any access or resource needed to support theRelocation, such as: badge, laptop use, adequate on-site workspace (i.e., desk, internet,
telephone);
Host hardware and software are validated to be at a supported level with the Systems prior
to the Relocation; andThe Relocation services depend upon End User’s cooperation with Infinidat’s reasonable
instructions related to the Relocation, and the accuracy and completeness of any information
provided to Infinidat.

5. Infinidat and End User shall specify key personnel contacts responsible for ensuring that theParties maintain adequate communication and cooperation in order to ensure the timely andefficient delivery of deinstallation and reinstallation services.
6. Infinidat shall not, as from the date of the relocation (or at any time of any preparation preceding
the same) be obligated to perform Support Services or meet any service level targets for the
relocated Product.
7. Infinidat shall not be liable in any manner for any incomplete act, or resultant issues, derivingfrom or relating to the deinstallation and reinstallation services. End User assumes all risks related
to the relocation of the Product, and Infinidat provides no representations or warranty regarding
the services. End User agrees that any relocation activities undertaken without Infinidat’s priorwritten consent shall invalidate any existing warranty on the Product.
8. End User shall indemnify Infinidat from and against any and all damages, liability, claims, suits,losses, costs and legal fees caused by, arising out of, resulting from, or related to damages
incurred to the Product as a result of the deinstallation and reinstallation services.
9. End User shall maintain full responsibility for the Product during the relocation. End User shallmaintain adequate insurance (i.e., property insurance covering the full replacement cost of the
Systems) to cover any damage to the Product during the relocation, and shall present a certificate
of insurance evidencing such coverage prior to the relocation upon Infinidat’s request.
10. INFINIDAT SHALL HAVE NO LIABILITY FOR (i) ANY INDIRECT, SPECIAL, CONSEQUENTIAL, OR
PUNITIVE DAMAGES ARISING FROM THE RELOCATION; (ii) ANY THIRD-PARTY ACTIVITIES; (iii)
MISUSE OF ANY EQUIPMENT OR UNDERTAKING ANY ACTS NOT APPROVED BY INFINIDAT,INCLUDING RELOCATION TO AN UNNAPPROVED SITE; AND (iv) END USER OR ANY THIRD PARTYNOT FULFILLING DESIGNATED RESPONSIBILITES. INFINIDAT SHALL HAVE NO LIABILITY FOR LOSS
OF, DAMAGE TO, DESTRUCTION OF, OR RECOVERY (OR LACK OF ABILITY TO RECOVER) OF DATAOR PROGRAMS ARISING OUT OF THE SERVICES OR SUPPORT OR ANY ACT OR OMISSION,INCLUDING NEGLIGENT ACTS OR OMISSIONS, BY INFINIDAT OR ANY THIRD-PARTY SERVICEPROVIDER. IF APPLICABLE, END USER IS RESPONSIBLE FOR BACKING UP ALL DATA FROM THE
PRODUCT PRIOR TO INFINIDAT PERFORMING AN NIST STANDARD ERASURE OF THE ARRAY TO
THE EXTENT END USER NEEDS OR DESIRES TO RETAIN SUCH DATA ELSEWHERE.

20©2024 All rights reserved to INFINIDATD. Data Sanitization
1.

Infinidat may, upon written request by an authorized representative of End User, agree toprovide End User with certain data sanitization services to enable the sanitization of End User’sdata, as stored on certain End User drives. Such requesting representative shall be deemed forall purposes and means, a duly authorized representative of End User with the right, power andauthority to legally request the same.

2.

Data sanitization services shall be undertaken in accordance with the National Institute ofStandards and Technology (NIST) procedures and subject to applicable laws.

3.

Data sanitization services are conditioned upon End User providing Infinidat with full andcomplete remote access to the applicable Product components. Data sanitization services may
not be possible with respect to all drives, including local End User drives. End User understands
and agrees that Infinidat shall not be liable for the loss of any End User data stored on End User’s
drives and that any sanitized data cannot be retrieved. Any End User data to be sanitizedhereunder shall first be backed up by End User, to the extent End User needs or desires to retain
it elsewhere.

21©2024 All rights reserved to INFINIDATAppendix D
Optional Infinidat and Third-Party Add-Ons
A. Infinidat Add Ons
1.

Acceleration Kit. Purchaser may acquire from Infinidat an Acceleration Kit, at the pricing agreed
to in the applicable Quotation. The Acceleration Kit may not be resold or utilized for anythingother than its intended purpose. Acceleration Kits will only be effective if installed and utilized in
the correct operating environment.

2.

Disk Retention. Purchaser may request from Infinidat Disk Retention and accordingly will not
return unused or replaced disks to Infinidat, for some or all of End User’s disks, at the pricing
agreed to in the applicable Quotation. As concerns Disk Retention, it is confirmed and agreed thatupon payment to Infinidat, any disks retained are the sole responsibility of End User and Infinidat
retains no title, risk of loss or other liability in respect thereof including as concerns the disk itself
or the data thereupon. It is confirmed and agreed that such disks are not to be resold by End Useror any third party and not to be utilized further on any Infinidat Product. Any retained disks are
not covered under the Support Terms and/or warranties and Infinidat takes no responsibility for
their continued use or functionality in any manner.

B. Third-Party Add-Ons
Any Third-Party Products are provided “as-is” without Infinidat warranty of any kind, either expressed or
implied. Purchaser acknowledges that no representation has been made by Infinidat as to the fitness of
the Third-Party Products for End User’s intended purpose.

22©2024 All rights reserved to INFINIDATAppendix E
Non-Standard Installation; Use of Third-Party Equipment
The terms of this Appendix E (Non-Standard Installation; Use of Third-Party Equipment) modify theTerms as follows in the event Purchaser requests and Infinidat agrees in writing (via Quotation orotherwise) to either: (A) install the Product in deviation from Infinidat’s standard installation
requirements (“Non-Standard Installation”), or (B) install the Product using any of the following
components not provided by Infinidat (“Third-Party Equipment”): (i) End User’s server rack, including
any server rack which (a) contains any non-Infinidat product, (b) shares a power source with any nonInfinidat product, (c) utilizes a cooling method other than Infinidat’s, or (d) splits the Infinidat
components onto adjacent server racks; (ii) external power distribution units, including power
distribution units sharing a power source with any non-Infinidat products; (iii) extension power cables
connected to such external power distribution units; or (iv) any requested Third-Party Equipment
deemed in Infinidat’s sole discretion to impact the standard installation of the Product:
1.

All capitalized terms used herein without definition shall have the meaning ascribed to them in
Section 1 (Definitions) of the Terms. In the event of any conflict between the terms of this Appendix
E and the Terms, the terms of this Appendix E shall prevail.

2.

The definition of Hardware in the Section 1 (Definitions) of the Terms shall be amended to include
the following at the end of the sentence: “but shall specifically exclude Third-Party Equipment”.

3.

Section 5.1 (Hardware Warranty) of the Terms shall be amended to include the following at the endof the first sentence: “it being understood that such Hardware does not include Third-Party
Equipment, and that to the extent the use by Purchaser of Third-Party Equipment affects the
Hardware specifications and accordingly Infinidat’s compliance with this Section and with said
specifications, the Hardware Warranty shall not apply.”

4.

Section 5.4 (Hardware Warranty) of the Terms shall be amended to include the following at theend: “or (vii) damage caused or repairs, replacements or fixes required to be made as a result of
the use by Purchaser of Third-Party Equipment with the Infinidat Product and/or a Non-Standard
Installation.”

5.

Section 9 (Indemnification) of the Terms shall be amended to include the following at the end of
the paragraph: “Any reference to Hardware as set forth in this Section (Indemnification) shallexclude Third-Party Equipment.”

6.

Section 10 (Limitation of Liability) of the Terms shall be amended to add the following as a newparagraph: “Infinidat shall have no liability under this Section 10 (Limitation of Liability) orotherwise for any claim arising from or in any way related to use of Third-Party Equipment with
Infinidat’s Product and or to a Non-Standard Installation. In respect of the same, liability rests solely
with Purchaser.”

7.

The following shall be added as a new paragraph to the end of Section 13 (Miscellaneous):
Purchaser agrees, confirms, and understands the following terms concerning Purchaser’s use of
Third-Party Equipment in connection with the Product and/or a Non-Standard Installation:i)

Purchaser understands that the use of Third-Party Equipment and/or a NonStandard Installation may impact the flow of electrical power to the Product. Full23©2024 All rights reserved to INFINIDAT

ii)

iii)

iv)

responsibility for power supply to the Product is with Purchaser at all times, and,even if Infinidat becomes aware of power supply issues, Infinidat shall have no
obligation to action, resolve or notify Purchaser of the same.
Any damage caused to the Product, physically or operationally, by the use of
Third-Party Equipment or due to a Non-Standard Installation is the responsibilityof Purchaser. Infinidat is not obligated to provide support coverage, or to repair
or replace the Product, in the event of such damages occur, even if the Product ison active support.
Infinidat may not have the ability to remotely power up or down the Product even
if the same is required for the correct operation of the Product. Infinidat will not
be responsible for the Product not operating in such circumstances.
Certain services related to Third-Party Equipment may not be provided toPurchaser, including, but not limited to the following: certain product tests,
power consumption measurement, remote system power on an off, clearance ofsystem messages by Infinidat (as they refer directly or indirectly to power),
system temperature control, and any services related to the Product that are
impacted by Third-Party Equipment as determined by Infinidat in its sole
discretion. Infinidat shall not be responsible for any damages resulting from thelack of such services being provided to Purchaser.

8.

Section 3.1 (Product Description) of the Support Services Terms and Conditions shall be amended
to read as follows: ““Hardware” means the Infinidat “InfiniBox”, including firmware components
contained within the InfiniBox but specifically excluding any Third-Party Equipment.”

9.

Except as modified in this Appendix E, all Terms shall remain in full force and effect.

[END OF INFINIDAT GENERAL TERMS AND CONDITIONS.]

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