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This Storage as a Service Partner Agreement (“Agreement ”) is entered into by and between Quantum Corporation (including all of its wholly owned subsidiaries), a Delaware corporation (“Quantum”) and the Partner entity on whose behalf you are executing this Agreement and is properly registered in Quantum’s Alliance Portal (“Partner”). By clicking on the “I agree” (or similar) button that is presented to you, or by reselling, you indicate Partner’s agreement to be bound by this Agreement. Any right to use or resell the Services provided to any and all Customer by Quantum will be subject to and conditioned upon your acceptance of the terms and conditions of this Agreement. This agreement is effective as of the earlier date this Agreement is referenced on a Quote, the date you click on the "I agree" or similar button that is presented to you at the time you enter into this Agreement, or the date on which Partner resells the Services ("Effective Date"). In consideration of the mutual covenants set forth in this Agreement, the parties therefore agree as specified herein.
This Agreement constitutes the complete and exclusive understanding and agreement of the parties and supersedes all prior communications, proposals, understandings and agreements, whether written or oral, with respect to the subject matter hereof, resale of Quantum Services.




1. TERM AND DEFINITIONS.
Capitalized terms below will have the following meanings:
“Applicable Laws” means all legislation, statutes, regulations, ordinances, rules, judgments, orders, decrees, rulings, and other requirements enacted, promulgated, or imposed by any governmental authority or judicial or regulatory body (including any self-regulatory body) at any level (e.g., municipal, county, provincial, state or national) that are applicable to or enforceable against a party or its personnel in relation to their activities under or pursuant to this Agreement.
“Authorized Customer Entities” means specific Customer-affiliated entities named in a Quote who are authorized to access and use the Service during the Subscription Term.
“Authorized User(s)” means end users of Customer and Authorized Customer Entities.
“Authorized Purpose(s)” means those purposes set forth in a Quote or on Quantum’s Web Site describing the purposes for which the applicable StaaS and associated Content are permitted to be used by Customer and its Authorized Users. If no Authorized Purpose is stated, the Authorized Purpose shall be internal business use by Customer and Authorized Customer Entities.
“Claims” means any actions, causes of action, liability, claims, suits, judgments, liens, awards o r damages of any kind and nature whatsoever.
“Customer” means any third party to whom Partner enters into a separate agreement to resell or provide StaaS as authorized in accordance with this Agreement.
“Data Privacy and Security Laws” means all laws and regulations applicable to the processing of Personal Information under this Agreement, including, as applicable and without limitation, laws and regulations governing the privacy, data protection and security of Personal Information an d security breach notification. Data Privacy and Security Laws shall include Regulation (EU) 2016/679 (“GDPR”), the GDPR as it forms part of the law of the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (“UK GDPR”) (in this Agreement, any references to the GDPR or specific articles of the GDPR shall be construed as also referring to the UK GDPR and the equivalent sections of the UK GDPR, where applicable), and the California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 – 1798.199, and its implementing regulations (the “CCPA”), each as amended, repealed or replaced from time to time.
“Designated Site” means the location the Equipment, as set forth in the applicable Quote.
“Equipment” means the Quantum-owned assets provided to Customer pursuant to this Agreement, including those items identified in the Equipment list in the applicable Quote or SOW, including all integrated software, firmware, any related components, accessories, replacement parts, and application programming interfaces (APIs) for accessing the Services.
“Intellectual Property Rights” means the legal rights held by the owner of a copyright, patent, trademark, or trade secret, including (i) the rights to copy, publicly perform, publicly display, distri bute, adapt, translate, modify and create derivative works of copyrighted subject matter; (ii) the rights to exclude others from using, making, having made, selling, offering to sell, and importing patented subject matter and to practice patented methods, (iii) the rights to use and display any marks in association with businesses, products or services as an indication of ownership, origin, affiliation, or sponsorship; and (iv) the rights to apply for any of the foregoing rights, and all rights in those app lications. Intellectual Property Rights also include any and all rights associated with particular information that are granted by law and that give the owner, independent of contract, exclusive authority to control use or disclosure of the information, i ncluding privacy rights and any rights in databases recognized by Applicable Law.
“Losses” means, in connection with a Claim all reasonable attorneys’ fees, reasonable costs of investigation, discovery, litigation and settlement, and any resulting liabilities, damages, settlements, judgments and awards, including associated taxes, interest and penalties.
“Personal Information” means any information relating to an identified or identifiable natural person (a “Data Subject”) and/or any such information as may be defined as constituting personal data, personally identifiable information or any equivalent thereof, in any applicable Data Privacy and Security Laws.
Quantum Alliance Partner Program” means the program under which Partner is authorized to resell the Services. Additional terms and conditions of the program shall be made available at www.alliance.quantum.com and shall be incorporated by reference.
“Sales and Support Terms and Conditions” means the Quantum sales and support terms and conditions (however titled) accompanying the Sales Quote (also available at www.quantum.com) and incorporated herein, unless other negotiated terms of purchase have been agreed upon in writing between, and executed by, Customer and Quantum.
“Sales Quote” or “Quote” means Quantum’s or Quantum’s Partner’s sales or price quote against which Customer placed a Quote concurrently or prior to the effectiveness of this StaaS Agreement.
“Security Settings” means the technical and organizational security controls and configurations appropriate for Customer’s business, data, infrastructure, and use of the Equipment and/or the systems or technologies that interact with the Equipment.
“Services” means, collectively, the StaaS and any professional services performed by Quantum or its subcontractors pursuant to this Agreement.
“Statement of Work” or “SOW” means a written statement that describes the Services to be provided by Quantum (including any limitations thereto), the roles and responsibilities of the Parties, a list of Equipment to be provided by Quantum for the Designated Site, and any applicable service level objectives. Any SOW provided to Customer is incorporated herein.
“Subscription Term” means the period during which Customer’s Authorized Users are permitted to access and use the StaaS, as set forth in the applicable Quote.
“StaaS” means Quantum’s proprietary storage-as-a-service platform and related services made available to Customer’s Authorized Users under this Agreement, as identified on the applicable Quote and described in the SOW, including its technology components, and related documentation.
“Term” means the period beginning on the date of this Agreement and ending on the first anniversary of the date of this Agreement, unless extended or terminated as provided herein.
“Territory” means the geographical area assigned by Quantum for which Partner distributes the Services in accordance with this Agreement.
“Update” means any improvement, enhancement, modification and/or changes to the StaaS offered or provided by Quantum to its subscribers at no charge.
“User Content” means any data, media, and/or other type or form of content made available by Customer through the StaaS or other Services or other type of information submitted by Authorized Users to the Services, or entered, stored or processed on the Equipment by Authorized Users.

2. SCOPE OF THIS AGREEMENT
Authorization to Resell the Services. Subject to the terms and conditions of this Agreement, Quantum appoints Partner as an independent non-exclusive Partner to market and resell the Services within the Territory during the Term. Partner is responsible for entering into a service agreement with its Customers. Partner’s service agreements with Customer include an obligation for Customer and its End-Users to comply with the terms set forth in Attachment A (StaaS Authorized User Agreement). Partner must not provide to, or otherwise agree to any additional terms that exceed the terms of this Agreement, including any terms in Attachment A (StaaS Authorized User Agreement). If Partner does so, Partner will be solely responsible for those additional terms, and Quantum will have no liability to Partner, Customer or an Authorized Users for those additional terms.
Trademark License. During the Term, Quantum grants Partner a non-exclusive, non-transferable license, without the right to sublicense, to use Quantum’s logo, tradename or trademark identified by Quantum in connection with the promotion and distribution of the Services subject to Quantum’s ongoing approval. Partner shall use the company names used by Quantum for StaaS (but shall not represent or imply that it is Quantum or a part of Quantum). All advertisements and promotional materials shall be subject to prior written approval of Quantum, which approval shall not be unreasonably withheld. Partner shall otherwise refrain from using or from claiming any rights in or to the names “Quantum Corporation,” “Quantum” or any other registered or unregistered trademark or trade name o f Quantum for any purpose without the consent of Quantum. Partner may not alter, remove, deface or obscure any notice of trademark, trade name, patent, copyright, proprietary right or trade secret on any Service and may not add to any other trademark to the Services.
No Exclusivity. This Agreement does not constitute an exclusive grant to Partner of any specific customer, territory or geographic area. Quantum may, in its sole discretion and Quantum reserves the right to market, sell and solicit orders for the Services in the Territory directly or through other Partners, distributors, OEMs, value added resellers, sales representatives or any other channel of distribution at any time without obligation, notice or liability to Partner. Partner will not be entitled to any commission or any other form of compensation with respect to sales resulting from such activities. Partner will not sell, lease or otherwise transfer any Services to a third party outside of the Territory or to a third party who intends to use the Services outside of the Territory without the prior written consent of Quantum; provided that, if the Territory includes any area within the borders of a member country of the European Union, then Partner may distribute the Services to End-Users located in any member country of the European Union outside the Territory who submit unsolicited orders to Partner.
Reservation of Rights. Quantum reserves all rights in the Services not expressly granted to Partner by this Agreement.
Service Changes. Quantum reserves the right, in its sole discretion, to modify, improve or discontinue any Service at any time. Partner will be responsible for maintaining an appropriate level of knowledge about Quantum's current StaaS offerings and specifications, consistent with industry standards.
Independent Contractor. Partner is an independent contractor and not an agent, employee, franchisee, or partner of Quantum. Partner does not have any authority to, and will not, create or assume any obligation, express or implied, on behalf of Quantum. This Agreement does not create or evidence any joint venture or partnership of the parties.

3. ORDER PROCESS
Partner's Quote. Partner will order Services from Quantum for any purchases of Services direct from Quantum by issuance of a written Quote in form and content acceptable to Quantum. Quotes must be submitted electronically (by EDI, XML, or other agreed upon electronic means) and contain at least the following information:
Details provided on the Quote, including description and part number
Quote number
Service pricing
Term of the StaaS subscription
Requested ship date
Designated Site
Partner email address
Customer email address, if applicable
The Quote shall make specific reference to this Agreement and thereby incorporate the terms of this Agreement, and provide such other information as may reasonably be required by Quantum. Any provisions or conditions of any Quote or other Partner document which are in any way inconsistent with or in addition to the terms and conditions of this Agreement are hereby rejected and shall not be binding upon Quantum.
Order Acceptance. No Partner orders for Services will be binding unless and until accepted by Quantum. Partner may, without penalty, reschedule any Quote for Equipment that has not been shipped, with thirty (30) days advance written notice of the scheduled ship date, one time for up to thirty days as lo ng as the rescheduling notice period is completely within any given quarter. The terms and conditions of this Agreement will exclusively govern all Quotes, notwithstanding any contrary terms and conditions contained on any Quote or Quantum acknowledgments thereof, unless otherwise mutually agreed in writing.
Prices. For purchases made directly with Quantum, Partner will pay Quantum the applicable price set forth for the Partner level at the Quantum Alliance Partner Program website. All prices are stated and payable in U.S. Dollars. Quantum Integration Partner requirements and benefits are defined in their respective Quantum Partner Program Guides. To the extent that Partner has resold StaaS that it procured from Quantum under an Integration Partner discount, other than as part of a bundled sale with Partner product, Quantum reserves the right to terminate Partner's Integration Partner status and rights, thereby renegotiating all future Partner purchases and rights including with respect to pricing discounts and opportunity.
Price Adjustments. Quantum reserves the right to change its prices, discounts, and charges. If Quantum announces changes during the Term, in the case of a reduction in price or an increase in discount, the modification will apply to Services ordered but unshipped at the effective date of the change. Price increases or decreases in discount rate will apply to all orders accepted by Quantum beginning sixty (60) days after notice of such changes are given to Partner in writing or on the effective date of the change, whichever comes later.

4. PAYMENT AND INDEBTEDNESS
Payment Terms; Security Interest. For purchases made directly with Quantum, Partner will pay Quantum the full amount of each Quantum invoice within thirty (30) days from the date of Quantum's invoice. Partner is responsible for payment regardless of whether Partner receives payment from its Customer. Payments to Quantum will be made in U.S. Dollars by check issued from a United States bank without deduction or offset sent to the Quantum address set forth on the invoice or at such other location as Quantum may designate from time to time. Payment terms specified herein are subject to Quantum’s continuing approval, which may be revoked, made subject to revised conditions or otherwise revised from time to time by Quantum. Partner acknowledges that prior to Quantum’s receipt of payment from Partner for direct purchases, Quantum holds a purchase money security interest in the Equipment that is included in the Services acquired by Partner and in all proceeds from the sale thereof, to secure payment of sums owed by Partner to Quantum. Partner agrees that a copy of this Agreement may be filed as a financing statement to perfect Quantum’s security interest.
Taxes. All amounts hereunder will be free and clear of all sales, use, excise, withholding or other applicable taxes (other than taxes based on Quantum’s net income) and all tariffs, customs, duties and other governmental charges, and Partner will pay or reimburse Quantum for any and all such taxes and charges or provide Quantum with valid exemption certificates in lieu thereof. In the event that taxes are required to be withheld by a taxing authority other than a United States taxing authority, Partner must pay Quantum such additional amounts as may be necessary to ensure that after withholding such taxes and charges, the net amount paid to Quantum would equal the amount that would otherwise be due hereunder.
Interest. Any amount not paid when due will be subject to finance charges at th e rate of one and one-half percent per month or the maximum rate permitted by law, whichever is less, determined and compounded on a daily basis from the date due until the date paid. Payment of such finance charges will not excuse or cure Partner’s breach or default for late payment. If Quantum retains a collection agency, attorney or other person or entity to collect overdue payments, all collection costs, including but not limited to reasonable attorney's fees, will be payable by Partner.

5. SHIPMENT AND DELIVERY
Title and Shipment. Delivery of the Equipment component of the StaaS will be DDP when made available to customer(Incoterms 2020) for all physical shipments of the hardware (including media kits if applicable). Title in Software will remain with Quantum. Partner will receive a license of the Software.
Time of Delivery. Partner's Quote must set forth the requested delivery dates. Quantum will use commercially reasonable efforts to meet the delivery date requested by Partner; however, shipment of Equipment is subject to availability, and Quantum hereby expressly disclaims any liability for any failure to meet requested delivery dates. Partner's sole remedy for any delay or failure in delivery will be the cancellation of the order involved.
Stop Shipments. Quantum may, in its sole discretion and in addition to any other remedy available to it by contract or applicable law, cancel any Partner order previously accepted by Quantum or delay the shipment of any of Equipment covered thereby if Partner defaults in any of its obligations under this Agreement or if Quantum reasonably believes that Partner may do so for or with respect to any past or pending Partner order.
Export Controls and Sanctions: Partner agrees to comply with all applicable export and reexport control laws and regulations, including the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce and trade and economic sanctions laws and regulations maintained by the Treasury Department's Office of Foreign Assets Control ("OFAC") (collectively referred to herein as “Trade Laws”). Partner will not -- directly or indirectly -- sell, export, reexport, transfer, divert, or otherwise dispose of the Equipment or Services to any destination, entity, or person prohibited by the laws or regulations of the United States or any other applicable jurisdiction, without obtaining prior authorization from the competent government authorities as required by those laws and regulations. Without limiting the foregoing, Partner agrees to comply with the following:
Partner is not listed in any US government restricted party lists, including but not limited to the US Commerce Department lists such as the Bureau of Industry and Security (“BIS”) Entity List or Denied Persons List, OFAC sanctions lists such as the Specially Designated Nationals (“SDN”) List or Sectoral Sanctions Identification (“SSI”) List, or US State Department lists such as the Arms Export Control Act (“AECA”) Debarred Parties List.
Partner will not sell, export, reexport, transfer, divert, or otherwise dispose of Equipment or Services to prohibited End-Users (including but not limited to persons or entities listed on a U.S. governmentmaintained list, such as the SDN List, the Entity List, the Denied Persons Lists, and the AECA Debarred Parties List) or prohibited destinations (including Cuba, Iran, North Korea, Syria, and the Crimea region of the Ukraine)
Regardless of any disclosure made by Partner to Quantum of an ultimate destination of the Services or Equipment, Partner will not directly or indirectly export or re-export Services or Equipment without first obtaining, at the Partner’s sole risk and expense, any and all required licenses from the BIS at the U.S. Department of Commerce (or its successor), OFAC and any other governmental agency having jurisdiction.
Partner will not use, sell, transfer, export or re-export the Equipment or Services for use in activities that involve the development, production, use or stockpiling of nuclear, chemical, biological weapons, Unmanned Aerial Vehicles (“UAVs”), or missiles, nor use such Equipment or Services in any facilities that are engaged in activities related to such weapons or their delivery systems (e.g., missile systems, UAVs, space launch vehicles, etc.), or for other activities or purposes contrary to, prohibited by, or in violation of Trade Laws.
Partner will fully comply with Section 744.21 of the EAR (the “MEU Rule”) and will not export, re-export or conduct in-country transfers of the Equipment or Services, directly or indirectly, to a military end-user or for a military end-use in Russia, China, Venezuela, Cambodia, or Myanmar (also known as Burma) without a valid export license. Partner further represents that it is not a military end -user as defined in Section 744.21(g) of the EAR and it is not purchasing the Equipment or Services for militar y end-use as described by the MEU Rule in Section 744.21(f) of the EAR.
Partner will not provide the Equipment or Services, directly or indirectly, in support of exploration or production for deep-water, Arctic offshore, or shale projects that either (a) have the potential to produce oil in the Russian Federation, or (b) that are initiated on or after January 29, 2018, that have the potential to produce oil in any location.
Partner will inform Customers or any third party to whom Partner ships Equipment that such Equipment is subject to export control laws and regulations of the U.S. and applicable foreign countries.
Terms of sale or other specific agreement will denote the Importer of Record. Importer of Record shall comply with all applicable import laws, rules, and regulations of the United States and/or any other applicable country. Importer of Record is responsible for all customs duties and other customs related fees. Importer of Record is eligible for duty drawback rights to the Services.
Partner agrees to indemnify, to the fullest extent permitted by law, Quantum from and against any and all fines, penalties, liabilities or other costs incurred for any reason arising from or connected with any such violation. This export control and sanctions clause shall survive termination or cancellation of this Agreement.
Partner agrees Quantum has the right, upon the provision of written notice, to conduct an audit of the Partner’s compliance with respect to the statements made above, and that Partner is obligated to cooperate with Quantum in the undertaking of such audit, and to timely respond to all reasonable requests for information in order to verify Partner’s compliance with this certification statement.

6. PARTNER’S GENERAL OBLIGATIONS.
Partner will itself, and/or require its Customers to:
Promote the sale of the Services in the Territory as Partner in its reasonable discretion deems appropriate.
Determine whether the Services are suitable for the End-User’s specifications and application.
Appoint a designated contact who will serve as the Partner contact.
Arrange for sales personnel to attend any agreed upon training.
Participate in agreed upon business reviews in such form as Quantum determines appropriate in its reasonable discretion.
Provide to Quantum the following data as requested: detailed point of sale report to include Quantum part number, quantity sold, Customer name (including End-Users), address, contact information for End-User representative with authority to initiate support calls, and such other information as Quantum may reasonably request in accordance with Section 18 of this Agreement.
At all times comply with all Applicable Laws, including without limitation, all export and import rules and regulations, and obtain all necessary export licensing documentation.
Refrain from disclosing the terms of this Agreement without the prior written consent of Quantum in each instance.
Fully comply with any and all Applicable Laws regarding the prevention of bribery and corruption, including but not limited to the United States Foreign Corrupt Practices Act of 1977, as amended, the United Kingdom Bribery Act, the United Nations Convention Against Corruption, the Organization for Economic Cooperation and Development Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, and any similar local, regional, national, or international requirements (collectively "Anticorruption Requirements"). Partner shall not provide anything of value to any government official or employee, directly or indirectly, in connection with its relationship with Quantum without the prior written consent of Quantum. Partner represents that it is in compliance, and warrants that it shall at all times comply, with Anticorruption Requirements, and shall make no unlawful payment, bribe, payoff, rebate, or other illegal provision to any person. Partner agrees to permit reasonable inspection of its books and records for audit purposes. If Partner commits, or if Quantum in good faith believes that Partner has committed, an action that may result in any violation of Anticorruption Requirements, Quantum shall have the right to immediately terminate this Agreement as a termination for cause, and Partner shall indemnify Quantum for any and all costs Quantum incurs in relation to such action. Partner acknowledges and agrees that it has no authority to obligate Quantum to third parties except as approved in writing by Quantum. In addition, Partner shall at no time impair or interfere with Quantum’s ability to: (i) adhere to Quantum’s own code of conduct, as available on www.quantum.com; or (ii) comply with applicable provisions of the United States Sentencing Guidelines or Federal Acquisition Regulation regarding ethics and compliance programs.
Refrain from (1) paying or giving any salaries, commissions, fees, payments or rebates, to any employee or officer of Quantum, or to any designee of any such person; or (2) favoring any employee or officer of Quantum, or any designee of any such person, with gifts or entertainment of significant cost or value or with serv ice or goods sold at less than full market value.
Ensure that the Services are distributed only to persons or entities that have received and agree upon the terms in Attachment A (StaaS Authorized User Agreement) and the Quantum Sales and Support Terms and Conditions available at www.quantum.com. Partner shall not, under any circumstances, make any representations or warranties to any Customer, potential customer or Authorized User or other person or entity that are inconsistent with or in addition to the warranties and representations contained in the Quantum Sales and Support Terms and Conditions.
Partner acknowledges that Software may contain OSS and OSS is licensed separately pursuant to the applicable Open Source License. Partner’s use, resale, and distribution of Software containing OSS shall be subject to and Partner agrees to comply with the applicable restrictions and other terms and conditions of the applicable Open Source License.

7. INTELLECTUAL PROPERTY; ADVERTISING
Intellectual Property. Nothing in this Agreement will grant, or be construed as granting, to Partner any rights or legal interest in any Intellectual Property Rights owned, used or claimed, now or in the future, by Quantum or any subsidiary or affiliate companies.
Representations. Partner will not make any representations, warranties or guaranties concerning Services other than those which are in strict conformance with written instructions or specifications provided by Quantum..
Public Relations. Neither party may issue statements or other similar conspicuous public statement containing the name of the other party without first obtaining the consent of the other party.

8. QUANTUM INDEMNIFICATIONS
Quantum will indemnify Partner for any Claim resulting in damages and costs finally awarded against Partner on the grounds that the Services, in the form and condition delivered by Quantum to Partner hereunder, infringes any valid U.S. Intellectual Property Rights of any third party, provided that Partner notifies Quantum in writing of any such Claim within ten (10) days after learning thereof and that Partner gives Quantum full control over the defense and settlement of the Claim and fully cooperates with Quantum with respect thereto. THE FOREGOING DOES NOT APPLY TO THIRD PARTY PRODUCT AND STATES THE ENTIRE LIABILITY OF QUANTUM, AND THE SOLE REMEDY OF PARTNER, FOR ANY CLAIM ARISING FROM OR BASED UPON INFRINGEMENT REGARDING THE STAAS. Indirect, special and consequential damages that may occur as a result of any infringement or claim of infringement against Quantum are expressly negated and the liability of Quantum shall be limited to as stated herein.
Quantum will indemnify Partner for any damages and costs finally awarded against Partner arising from a third party Claim resulting from Quantum’s installation or removal of the Equipment at the Customer’s Designated Site as part of the Services.

9. PARTNER INDEMNIFICATION
Partner will indemnify and hold harmless Quantum, the subsidiary and affiliated companies of Quantum and the respective officers, directors, employees and agents of each of the foregoing from and against any claims, suits, liabilities, losses, fines, penalties, damages and expenses (including, without limitation, costs and attorneys’ fees) arising from or incident to (a) any breach by Partner of its obligations under this Agreement, (b) any acts or omissions of Partner or its agents or contractors in connection with this Agreement or the marketing, support, and distribution of the Services, including, without limitation, misrepresentations relating to the Services or Quantum or the recommendation of the Services where such Service does not meet the Customer’s specifications or manifested needs, or (c) any claim that a Service infringes any Intellectual Property Right of any third party to the extent the such infringement arises from (i) alterations of the StaaS by Partner or any third party under Partner’s influence or control or Partners failure to comply with any third party or OSS licenses; (ii)failure of Partner to sell, offer to sell, or install updated StaaSprovided by Quantum to Partner for avoiding such infringement; or (iii) StaaS modifications by Quantum for Partner in accordance with Partner's specifications or requests. Indemnification with regard to this section shall apply to Quantum branded StaaS and shall not apply to Third Party Product.

10. MUTUAL INDEMNIFICATIONS
Each party shall indemnify, defend and hold the other party harmless from and against all losses, costs and expenses, including reasonable attorney’s fees, incurred the other party as a result of or in connection with third party Claims for bodily injury, death or property damage asserted against the other party, provided and to the extent such claims are caused by that party’s acts or omissions. A party’s obligations pursuant to this paragraph is conditional on and subject to compliance with each of the following conditions: (i) the party that received the Claim shall give written notice to the other party promptly in writing of such a claim and (ii) the indemnifying party shall have the authority to assume sole defense thereof through its own counsel and to compromise or settle any suits so far as this may be done without prejudice to the right of the other party.

11. WARRANTY; DISCLAIMER; LIMITATION OF LIABILITY
Quantum is not responsible or liable for any third party products that are installed on the Equipment or combined with the Services (whether installed or provided by Customer or by Quantum). In no event shall Quantum be liable for any damages incurred by Partner or Customer related to the use of third-party products installed on the Equipment by Customer or used by Customer to interface or interoperate with the Services.
EXCEPT TO THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT, QUANTUM MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO THE SERVICES FURNISHED UNDER THIS AGREEMENT AND QUANTUM EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO SERVICES FURNISHED HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Except for Partner’s right to indemnification under Section 9 and Section 10, Partner agrees that regardless of the form of action, whether in contract or tort, including without limitation negligence, Quantum's liability for damages hereunder or otherwise with respect to the Services will not exceed the total sum paid by Partner to Quantum for the Service causing such damages.
EXCEPT FOR LIABILITY ARISING OUT OF A PARTY’S INFRINGEMENT OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS OR BREACH OF A CONFIDENTIALITY OBLIGATION OWED TO THE OTHER PARTY, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY (OR, IN THE CASE OF QUANTUM TO ANY CUSTOMER) FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL (INCLUDING MULTIPLE OR PUNITIVE) OR OTHER INDIRECT DAMAGES THAT ARE CLAIMED TO BE INCURRED BY THE OTHER PARTY (OR ANY CUSTOMER) WHETHER SUCH CLAIM ARISES UNDER CONTRACT, TORT (INCLUDING STRICT LIABILITY) OR OTHER THEORY OF LAW. PARTNER UNDERSTANDS AND AGREES THAT QUANTUM WILL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGES RESULTING FROM THE LOSS OF, OR DELAY IN, DATA, OR THE PROFITS RESULTING THEREFROM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

12. HIGH RISK ACTIVITIES
Partner acknowledges that Services are not designed for, and Quantum has no desire to enter the market for equipment used in environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, life support machines, weapons systems, or any other environment in which the failure of the Services could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Quantum does not supply its Services for use in High Risk Activities, and does not wish to expose itself to the risk of any loss, expense, cost, liability, litigation and/or potential adverse verdict or judgment in relation to any use of its Services in High Risk Activities. Accordingly, Quantum disclaims any and all liability for High Risk Activities. If Partner elects to make and sell any products for High Risk Activities using the Services, then Partner assumes all risk for any such use of the Services. Partner agrees to defend and indemnify Quantum against any and all claims arising out of any use of the Services in any High Risk Activities.

13. TAKE-BACK REQUIREMENTS
The parties acknowledge that as between the parties, Partner shall be considered a "producer" within the meaning of the Directive 2002/96/EC of the European Parliament and of the Council of 27 January 2003 on Waste Electrical and Electronic Equipment or other electronic product recycling or take-back requirements (together, “Take-Back Requirements”) and shall assume all responsibilities that the Take-Back Requirements as well as any law or regulations of any member state of the European Union, enacted in connection with or in addition to the Take-Back Requirements, impose on a producer. If Partner fails to comply with such responsibilities, Partner agrees to, and does hereby, indemnify and hold Quantum harmless from and against any and all loss, cost, expense, or liability of any kind or nature whatsoever, including without limitation reasonable attorney’s fees, that Quantum may suffer or incur as a result of or in connection with any claim which is based on a producer's obligations and responsibilities under the Take-Back Requirements.

14. GOVERNMENT CONTRACTS
No provision required in any U.S. government contract or subcontract related thereto will be deemed a part of this Agreement and the existence of this Agreement will not be deemed an automatic acceptance of any flow through of government provisions to Quantum. Partner may only bind Quantum to government provisions if Partner advises Quantum of such provisions at the time of, or prior to, Partner's submission of the specific, affected order, and Quantum subsequently accepts any such provisions in writing at the time of, or prior to, Quantum's acceptance of the particular order.

15. TERMINATION
Term: This Agreement will continue in effect until expiration of the Term and then automatically renew annually, unless terminated as follows:
Either party may terminate the Term at any time without cause upon ninety (90) days’ prior written notice to the other party, provided, however, that no such termination shall affect any Quote submitted to and accepted by Quantum prior to the effective date of the termination.
Partner may terminate the Term upon thirty days’ prior written notice if Quantum fails to perform properly any of its obligations hereunder and, where such failure is capable of being cured, does not cure such failure within such thirty (30) day notice period.
Quantum may terminate the Term upon thirty (30) days’ prior written notice if Partner fails to perform any of its obligations hereunder and, where such failure is capable of being cured, does not cure such failure within such thirty (30) day notice period, provided however that if Partner fails to properly perform any of the obligations set forth herein with regard to compliance with laws and/or infringement, Quantum may terminate this Agreement immediately upon notice. Quantum may also terminate this Agreement immediately upon notice if Partner is or becomes insolvent, or files or suffers the filing against it of any petition in bankruptcy or other law for the protection of debtors.
Effect of Termination. Upon expiration or termination of the Term of this Agreement, all rights and obligations of the parties will cease, except that neither party shall be relieved of its respective obligations to pay any monies due or to become due as of or after the date of expiration or termination, nor shall the parties be relieved of any undischarged, accrued obligations existing at the date of expiration or termination. Those sections that by their nature would logically continue in effect after a termination will survive any expiration or termination of the Agreement, including but not limited to provisions relating to intellectual property and confidentiality.
Acknowledgement: Any expiration or termination of the Term or this Agreement will be final and absolute. Reseller waives any right, either express or implied by applicable law or otherwise, to renew this Agreement or for any damages or compensation for any expiration or termination of the Term in accordance with this Agreement. Each of the parties have considered the possibility of such expiration or termination and the possibility of loss and damage resulting therefrom in making expenditures pursuant to the performance of this Agreement. It is the express intent and agreement of the parties that neither will be liable to the other for damages or otherwise by reason of the expiration or termination of the Term as provided for herein.
Acknowledgement:Any expiration or termination of the Term or this Agreement will be final and absolute. Partner waives any right, either express or implied by applicable law or otherwise, to renew this Agreement or for any damages or compensation for any expiration or termination of the Term in accordance with this Agreement. Each of the parties have considered the possibility of such expiration or termination and the possibility of loss and damage resulting therefrom in making expenditures pursuant to the performance of this Agreement. It is the express intent and agreement of the parties that neither will be liable to the other for damages or otherwise by reason of the expiration or termination of the Term as provided for herein.
Wind Down Period.Upon any expiration or termination of the Term or this Agreement, the terms of this Agreement shall continue to govern then current Customers of Partner that have executed a Quote or other ordering documentation prior to such expiration or termination until the end of the applicable Subscription Term for the Customers, subject to Quantum receiving ongoing timely payment of fees.

16. NOTICES
Notices and payments under this Agreement will be sufficiently given if delivered in person o r sent by mail or reputable, internationally recognized courier service to the respective addresses stated on the signature page of this Agreement, and will be effective upon the earlier of actual delivery or the third day after mailing.

17. GENERAL
Assignment. This Agreement shall be binding and inure to the benefit of the Parties hereto and their respective successors and assigns. Partner may not assign or transfer this Agreement or any interest or right hereunder, or subcontract or delegate the performance of any of its obligations hereunder to any third party, without the prior written consent of Quantum, which consent may be withheld in Quantum's sole and reasonable discretion.
Waivers. Waiver by either party of any default, or either party's failure to enforce any of the terms and conditions of this Agreement, will not in any way affect, limit or waive such party's right thereafter to enforce and compel strict performance of every term and condition of this Agreement.
Severability. If any portion of this Agreement is specifically determined by a court of competent jurisdiction to be invalid or unenforceable, such provision, to the extent that it shall be invalid or unenforceable, shall be considered separate and severable from this Agreement and the remainder of this Agreement, and any portion of such provision to the extent that it shall not be invalid or unenforceable, shall not be affected and shall be valid and may be enforced to the full extent permitted by law.
Force Majeure. Neither party shall be held responsible for any delay or failure in performance of any part of this Agreement (except for any delay or failure in the payment of money) to the extent that, and for as long as, such delay or failure results from any cause or condition beyond such party’s reasonable control.
Modifications. Quantum reserves the right to modify the terms and conditions of this Agreement, including any referenced policies and other documents, effective upon the commencement of any renewal term. If Quantum modifies the Agreement during your Term, the modified version will be effective upon your next renewal of the Term. In this case, if you object to the updated Agreement, as your exclusive remedy, you may choose not to renew, including cancelling any terms set to auto-renew. Partner may be required to click through the updated Agreement to show your acceptance. If you do not agree to the updated Agreement after it becomes effective, you will no longer have a right to resell the Services. For the avoidance of doubt, any Quote is subject to the version of the Agreement in effect at the time of such Quote.
Disputes. The parties shall attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement promptly by negotiations between executives of the parties. If a controversy or claim should arise, one Party shall give written notice to the other Party of such controversy or claim. The Parties shall use their best efforts to arrange personal meetings or telephone conferences as needed, at mutually convenient times and places, between negotiators for the Parties to try and resolve the controversy or claim. If resolution is not achieved by negotiators at the final management level within thirty (30) days from the date of written notice, then the Parties agree any controversy or claim shall be subject to the exclusive jurisdiction of the federal and state courts within Santa Clara County, California. Further, no action, regardless of form, arising from this Agreement (other than an action for non -payment of the price or other amounts owing to Quantum), may be brought by either party more than one (1) year after the date of the alleged breach.
Governing Law. This Agreement will be governed by the laws of the State of California, USA, without regard to any conflicts of laws principles to the contrary and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods. The parties consent to jurisdiction and venue of any lawsuit between them arising under this Agreement or under the transactions contemplated herein in the state or federal courts sitting in Santa Clara County, California, USA, and each of the parties hereby irrevocably submits itself to the jurisdiction and venue of such courts for such purposes. Any remedy of Quantum set forth in this Agreement is in addition to any other remedy afforded to Quantum under this Agreement, any other contract, by law or otherwise.
Audit. Partner shall establish a reasonable accounting system, which enables ready identification of Partner’s compliance with the terms and conditions of this Agreement. Quantum may audit Partner's and its subcontractors’ records anytime before three years after final payment to verify Partner’s compliance. Partner shall insure Quantum has these rights with subcontractor(s). Any audits will be performed during the normal business hours of Partner. In the event any such audit reveals that Partner has knowingly breached a material obligation hereunder, then, in addition to such other remedies as Quantum may have, Partner will pay or reimburse to Quantum the cost of the audit.
Language. This Agreement is in the English language only, which shall be controlling in all respects, and all versions hereof in any other language shall be for accommodation only and shall not be binding upon the parties hereto. All communications and notices to be made or given pursuant to this Agreement shall be in the English language.

18. PROPRIETARY DATA
The parties will at all times during and after the Term, protect and preserve the confidentiality of any and all trade secrets and other confidential information of the other party which is disclosed to or learned by a party in connection with the performance of this Agreement, including without limitation all proprietary technology, software, engineering data, schematics, and product designs, all non-public business, financial, or marketing plans or information, and Customer data and information, and sales forecast data. No reproduction, use or disclosure of any such information may be permitted without the prior written consent of the disclosing party in each instance. Each party will further assure that its personnel comply fully with such obligations of confidentiality, and shall return or destroy the information at the conclusion of the Agreement. The parties acknowledge that any breach of such confidentiality obligations may cause irreparable harm to the disclosing party, and therefore agree that remedies for improper disclosure may include in addition to damages and other available remedies, injunctive relief enjoining any actual or threatened breach. The provisions of this paragraph will not apply to any information that: (i) is or subsequently becomes public at no fault of the receiving party; (ii) was known to the receiving party prior to the disclosure covered by this Agreement; (iii) is independently developed by the receiving party. THIS AGREEMENT, INCLUDING PRICE LISTS AND OTHER EXHIBITS, AND ALL TRANSACTIONS HEREUNDER, IS UNDERSTOOD TO BE CONFIDENTIAL AND PROPRIETARY INFORMATION AND IS NOT TO BE DISCLOSED OR USED BY EITHER PARTY EXCEPT AS AUTHORIZED HEREIN OR BY THE PARTY.

19. PERSONAL INFORMATION
Partner and Quantum expressly acknowledge, agree, and certify that they understand the following provisions and will comply with them:
The parties will comply with all applicable requirements and restrictions of the Data Privacy and Security Laws when collecting, using, retaining, or disclosing Personal Information under this Agreement. This Section 19(a) is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Privacy and Security Laws.
Quantum has a legitimate business interest in receiving its Customers’ Personal Information to manage its Services.
Concerning Personal Information processed in connection with this Agreement, both Partner and Quantum are prohibited from: (1) selling the Personal Information; (2) retaining, using, or disclosing the Personal Information for any purpose, including commercial purposes, other than performing the Services or otherwise exercising their rights and obligations under this Agreement; and (3) retaining, using, or disclosing the Personal Information outside of the direct business relationship between them.
The parties hereby enter into Module One (controller to controller transfers) of the Standard Contractual Clauses set out in Commission Implementing Decision (EU) 2021/914 of 4 June 2021 (which are incorporated by reference in, and form an integral part of, this Agreement), with respect to any transfer of Personal Information to which the GDPR and/or UK GDPR applies from Quantum or Partner (as data exporter) to the other party (as data importer) in connection with this Agreement. The Standard Contractual Clauses shall be governed by the laws of the EU member state in which the data exporter is established or as otherwise agreed by the parties. The Standard Contractual Clauses shall not apply to a relevant transfer of Personal Information unless its effect, together with other reasonably practicable compliance steps (which, for the avoidance of doubt, do not include obtaining consents from individuals), is to allow the relevant transfer to take place without breach of applicable Data Privacy and Security Laws. The Standard Contractual Clauses shall come into effect on the commencement of a relevant transfer as described in this Section 19(d).
Where Personal Information transferred pursuant to Section 19(d) is subject to the UK GDPR: (i) general and specific references in the Standard Contractual Clauses to GDPR, or EU or member state law shall have the same meaning as the equivalent reference in the Data Privacy and Security Laws of the UK, including the UK GDPR ("UK Data Protection Laws"), as applicable; (ii) any other obligation in the Standard Contractual Clauses determined by the member state in which the data exporter or data subject is established shall refer to an obligation under UK Data Protection Laws, as applicable, (iii) Clause 13(a) and Part C of Annex I are not used, as the parties agree that the “Competent Supervisory Authority” is the UK Information Commissioner’s Office; and (iv) Clause 17 is replaced to state “These clauses are governed by the laws of England and Wales” and Clause 18 is replaced to state: “Any dispute arising from these clauses shall be resolved by the courts of England and Wales. The parties agree to submit themselves to the jurisdiction of such courts.”
Notwithstanding Sections 19(d) and 19(e), the parties agree that where Partner transfers Customer Personal Data to Quantum on behalf of Customer, such transfer and Quantum’s processing of such Pers onal Information shall be governed by the Quantum Data Processing Addendum between Quantum and Customer, which is available at www.quantum.com/terms.

20. ENTIRETY OF AGREEMENT
This Agreement (together with all attached appendices and exhibits which are hereby incorporated in this Agreement by this reference) constitutes the entire agreement of Quantum and Partner with respect to the subject matter hereof, and supersedes all proposals (oral or written), negotiations and/or discussions, and all documentation, including Partner Quotes, acknowledgements or correspondence, between Quantum and Partner heretofore. No Quote or other form by the Partner will modify or supersede the terms of this Agreement. Any acknowledgment by an employee of Quantum of such a Partner form will be solely for informational purposes.
Attachment A
StaaS Authorized User Agreement
This StaaS Authorized User Agreement is effective as of the earlier of (1) this Agreement is referenced on a Quote, or (2) the date the Customer clicks on the “I agree” or similar button that is presented to Customer at the time Customer enters into this Agreement. Customer’s right to use Services, including its Authorized Users and its Authorized Customer Entities, will be subject to and conditioned upon your acceptance of the terms and conditions of this Agreement.

1. ACCESS TO AND USE OF THE STAAS
Limited-Purpose Access Grant. Subject to Customer’s and its Authorized Users’ continuing compliance with this Agreement and payment of the applicable fees, Quantum hereby grants to Customer a limited, personal, non-exclusive, non-transferable right for Authorized Users of Customer and any other Authorized Customer Entities to access the features and functions of the StaaS during the Subscription Term, solely for the Authorized Purpose(s). This access grant may not be sublicensed, in whole or in part. The scope of Customer’s use of the StaaS is subject to the terms and conditions of this Agreement, including any usage or other parameters or limitations set forth in the applicable Quote and SOW.
Access Protections. Customer will secure and protect the Services from unauthorized access, and Customer will use the Services in a manner consistent with Customer’s rights therein. Customer will take appropriate action to meet its obligations in this Agreement by instruction of or agreement with its employees, agents, subcontractors or others who are permitted access to the Services. Customer acknowledges and agrees that, as between Customer and Quantum, Customer shall be responsible for all acts and omissions of Authorized Users, including any act or omission by an Authorized User, which, if undertaken by Customer, would constitute a breach of this Agreement. Customer shall undertake reasonable efforts to make all Authorized Users aware of the provisions of this Agreement that are applicable their use of the StaaS and shall cause them to co mply with such provisions.
Account Administration. Customer shall designate at least one Authorized User to act as an administrator who will act as Customer’s principal point of contact with Quantum for purposes of this Agreement.
User Content. Customer has sole responsibility for use of the Services and any User Content entered, used, or stored thereon, including responsibility for protection of its User Content against modification, destruction, or disclosure, and for the accuracy and integrity of the User Content. Quantum assumes no responsibility for Customer’s negligence or failure to protect its User Content. Customer shall properly train its Authorized Users in the use and application of the Services. Customer acknowledges that Quantum does not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, reliability or other attributes of any User Content, nor does Quantum review or attempt to verify the accuracy or currency of any User Content. As between Customer and Quantum, Customer is solely responsible for (i) determining the suitability of any User Content for its intended use by Customer and Authorized Customer Entities, and (ii) as necessary for its intended use, verifying the authenticity and accuracy of the User Content prior to using it. Quantum has no obligation to preview, verify, flag, modify, filter or remove any User Content. Customer may remove or disable access to any User Content at its sole discretion, but Quantum is not responsible for any failures or delays in removing or disabling access to any User Content, including User Content that may be considered harmful, inaccurate, unlawful or otherwise objectionable. Customer is responsible for the proper handling of all User Content violation notices. Customer is responsible for any transfer of User Content to third parties. If Customer installs or enables third party content for its use with any Services, Quantum will allow the third -party content provider to access the User Content as necessary for the interoperability of the third-party content with the Services.
Compliance. Customer’s and its Authorized Users’ access to and use of the StaaS is subject to their continuing compliance with: (i) the terms and conditions set forth in this Agreement; and (ii) Applicable Laws, including Data Privacy and Security Laws.
Restrictions. Customer agrees not to act outside the scope of the rights that are expressly granted by Quantum in this Agreement. Further, Customer will not (i) use the StaaS in any manner that is inconsistent with this Agreement; (ii) modify or attempt to create or permit the creation of any derivative works of the StaaS; (iii) access or use the StaaS in any way to develop or support, or assist another party in developing or supporting, any products or services competitive with the StaaS; (iv) decompile, reverse engineer, or use any other method in an attempt to view or recreate any of the software integrated in the StaaS or extract any trade secrets from the StaaS; (v) use the StaaS to operate the business of a third party or to process data or content provided by a third party for the operation of a third party’s business, or otherwise use the StaaS on a third party’s behalf, or to act as a service bureau to any third party; (vi) knowingly or intentionally re-use, disseminate, copy, or otherwise use the StaaS or User Content in a way that infringes, misappropriates, or violates any Intellectual Property Right of Quantum or any third party; or (vii) sell, lend, lease, assign, transfer, pledge, permit a lien upon, or sublicense any of the rights granted by this Agreement with respect to the StaaS.
No Interference with Service Operations. Customer and its Authorized Users will not take any action designed or intended to: (i) interfere with the proper working of the StaaS; (ii) circumvent, disable, or interfere with security-related features of the StaaS or features that prevent or restrict use, access to, or copying the StaaS or any Content or other data, or that enforce limi tations on use of the StaaS or Content; or (iii) impose (or which may impose, in Quantum’s sole discretion) an unreasonable or disproportionately large load on the StaaS infrastructure.
Access and Use Outside the U.S. The Service is offered for use in the U.S. and any other territory set forth in the Quote. As between Customer and Quantum, Customer is solely responsible for compliance with Applicable Laws relevant to its Authorized Users accessing or using the StaaS while outside the U.S. and such other territory.
Right to Suspend. Quantum may suspend, terminate, or otherwise deny Customer’s access to use all of any part of the Services without incurring any resulting obligation or liability if: (i) Quantum receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Quantum to do so; (ii) Customer fails to pay any amounts due to Quantum on a timely basis, or (iii) Quantum believes in its sole discretion that (A) Customer has failed to comply with any material term of this Agreement, or accessed or used the Services in a manner that exceeds the rights granted or for a purpose other than the Authorized Purpose or in a manner that not comply with any instruction or requirement specified by Quantum; (B) Customer has been, or is likely to be involved in any fraudulent, misleading or unlawful activities. Quantum will provide advance notice to Customer of any such suspension in Quantum’s reasonable discretion based on the nature of the circumstances giving rise to the suspension. Quantum will use commercially reasonable efforts to limit any removal or disabling of access to the Services pursuant to this clause to only that portion of the Services that is the subject of the violation and to return access as soon as reasonably practicable after the violation has been cured. Quantum will use reasonable efforts to re-establish the affected Services promptly after Quantum determines that the situation giving rise to the suspension has been cured. Quantum may terminate the Services under a Quote if any of the foregoing causes of suspension is not cured within thirty (30) days after Quantum’s initial notice thereof. Customer shall have no right of refund, offset or extension of the term of the Agreement or applicable Subscription Term, and shall remain responsible for payment during the period in which the Services have been suspended due to such third -party product or infrastructure issues.
US Government Rights. If the Customer is the United States government, Customer understands and agrees that the Services are provided as “Commercial Items” as defined at 48 CFR 2.101 and are being licensed to U.S. Government end users consistent with 48 CFR 12.212 and DFARS Section 227.7202, as applicable.

2. SCOPE OF SERVICES
Certain Services. Under the terms of this Agreement, and as further described in the SOW, Quantum will provide Services at the Designated Site in the applicable Quote. Customer’s responsibilities include, managing user accounts including data access, determining jobs, defining internal storage policies, manage networking and use of customer installed third-party software, and any similar basic internal operating activities and any policies and procedures related thereto. Quantum will use commercially reasonably efforts to perform the Services in accordance with the service level objectives described in the SOW.
Equipment. The Services will only be provided on the Equipment listed in the applicable Quote or SOW at the Designated Site, and the Services are limited by the functional capability of the Equipment. Quantum, in its sole discretion, may add, remove or exchange equipment from the Equipment list in the Quote or SOW so long as it continues to meet or exceed the service level objectives set forth in the SOW. Such changes to the Equipment list will be effective upon notice to the Customer and Customer will update its insurance carrier as necessary to assure continued insurance coverage of the Equipment as required under Section 3(a).
Additional Capacity. Customer may request additional capacity or functionality be added to the Agreement by requesting a Quote. Any changes to the capacity, functionality, location of Des ignated Site of the Equipment, or other requirements or obligations set forth in this Agreement, may be subject to additional fees. Any use by Customer beyond the capacity stated in the applicable Quote will be subject to a surcharge, as set forth in the Quote.
Help Desk. Customer will provide customer support, helpdesk and similar services to Customer’s Authorized Users. Quantum will not provide those services to Customer’s Authorized Users, unless Quantum provides a separate Quote and SOW for such services to Customer.
Additional Services. Customer may obtain additional services from Quantum that are excluded from StaaS, including (i) training, consulting services and other professional services, (ii) migration services, (iii) relocate the Equipment from the Designated Site, and (vi) other “ad hoc” services. If Customer requests to obtain such additional services from Quantum, the Parties will enter a separate mutually agreed upon Quote and SOW describing the scope of services and applicable fees.
Non-Solicitation. Customer agrees not to solicit directly to hire the employees, contractors or subcontractors of Quantum without the express written consent of Quantum.
Third Party Products and Infrastructure. The Services are restricted to the Equipment. Quantum will provide reasonable efforts to identify and notify Customer of third -party infrastructure and product issues which might impact the performance of the Equipment. Quantum is not responsible for monitoring, managing or troubleshooting any third -party products or infrastructure. If Quantum identifies an issue with third party products or infrastructure while performing the Services, Quantum will provide notice to Customer of such issues, but it is Customer’s sole responsibility to investigate and to resolve infrastructure and third-party product issues. If any third-party product or infrastructure issue materially impacts Quantum’s ability to provide Services, Quantum may at its sole discretion suspend its Services in accordance with the process described in Section 1(i). Quantum is not responsible or liable for any third party products that are installed on the Equipment or that are combined with the Services (whether installed or provided by Customer or by Quantum). In no event shall Quantum be liable for any damages incurred by Customer related to the use of third-party products installed on the Equipment by Customer or used by Customer to interface or interoperate with the Services.

3. ON-PREMISES EQUIPMENT
General. All Equipment located at the Designated Site remains the sole and exclusive property of Quantum. Nothing in this Agreement is intended to transfer title or any other right of ownership of the Equipment to Customer. Customer will be responsible for any damage or loss to the Equipment while located at the Designated Site and until returned to Quantum per the terms of this Agreement. Customer must maintain “All Risk” property insurance, which shall include coverage for personal property of others that is under the insured’s care custody or control and located on the insured premises and shall not exclude coverage for flood or earth movement, in an amount sufficient to insure the full replacement cost of the Equipment and name Quantum as a loss payee on such coverage. Customer may not assign or pledge the Equipment as security for any loan or other debt instrument, and that any purported assignment or securitization shall be void ab initio or voidable. Customer will cooperate with Quantum to enforce the provisions of this paragraph and agrees to work with Quantum to complete all necessary documentation to confirm that the Equipment belongs to Quantum, and cooperate with any UCC filings submitted by Quantum (or other substantially similar type filings in jurisdictions other than the United States). Customer will provide all physical and logical access to the Equipment necessary for Quantum personnel to fulfill their obligations as set forth in the applicable Quote. Customer is responsible for ensuring that unauthorized personnel do not have access to the Equipment.
Facilities. Customer will provide and maintain a physically secure, controlled commercial grade data center facility in which the Equipment will be located, including appropriate climate controls, redundancy for power and compliance with any facilities requirements stated in the SOW. Customer will maintain the facility and its infrastructure components in good operating condition and repair. Customer will undertake repairs and preventative main tenance on such facility infrastructure components in accordance with applicable manufacturer’s recommendations. Customer will maintain and enforce at its facilities physical and infrastructure safeguards and procedures consistent with robust industry standards and use commercially reasonable efforts to secure and defend the Equipment and the Services.

4. PROPRIETARY RIGHTS
Services. The Services (including the StaaS), and all Intellectual Property Rights in and to them, are and shall remain owned by Quantum (and its licensors, as applicable) and are protected by copyright, trademark, patent, trade secret and other laws and treaties. Any derivative work Customer or its Authorized Users may create of any part of the StaaS, and all rights therein, shall be owned solely by Quantum. To that end, Customer hereby irrevocably transfers and conveys to Quantum, without further consideration, all right, title and interest that Customer or any Authorized User may have or acquire in any such derivative work and, upon Quantum’s request, Customer shall perform, during and after the term of this Agreement, all acts that Quantum reasonably deems necessary or desirable to permit and assist Quantum, at its expense, to obtain, perfect, and enforce the full benefits, enjoyment, rights and title throughout the world in any such derivative works as provided herein.
User Content License. Customer hereby grants to Quantum a non-exclusive, non-transferable right and license to access, use, host, copy, display, process, transmit, and deliver the User Content as necessary or convenient for Quantum to comply with its obligations and exercise its rights under this Agreement.
Service Usage Data. As between Quantum and Customer, Quantum shall be and remain the sole owner of all service usage data in de-identified form pertaining to usage of the Services.
Feedback. If Quantum receives from Customer or any of its Authorized Users any suggestions, ideas, improvements, modifications, feedback, error identifications or other information related to the Services or any other Quantum products, offerings or services (“Feedback”), Quantum may use, disclose and exploit such Feedback without restriction and without paying any royalties or other compensation, including to improve the Services and to develop, market, offer, sell and provide other products and services.
No Implied Licenses by Quantum. Customer acknowledges that there are no licenses granted by Quantum by implication under this Agreement. Quantum reserves all rights that are not expressly granted herein. Customer acknowledges that, as between the Parties, Quantum owns all Intellectual Property Rights and proprietary interests that are embodied in, or practiced by, the StaaS or other Services, with the exception of Intellectual Property Rights in or to User Content that may be distributed or stored through the StaaS.

5. NONDISCLOSURE OF USER CONTENT
Customer’s User Content residing in the Equipment will be considered Proprietary Information subject to the terms of this Section and Section 1.10 of the Sales and Support Terms and Conditions. To the extent that Quantum must access User Content to provide the Services, Quantum will ho ld such Proprietary Information in confidence and not use it for any purpose other than providing Services to Customer or to correct deficiencies and make improvements in the Services for as long as it resides in the Equipment and will protect the confidentiality of such Proprietary Information in accordance with Quantum’s security practices. Quantum may include Customer’s name on Quantum’s client list and may describe briefly, and in general terms, the nature of the services provided by Quantum to Customer.

6. DATA PROTECTION
The Parties will comply with all applicable requirements of the Data Privacy and Security Laws. This Section 6(a) is in addition to, and does not relieve, remove or replace, a Party's obligations or rights under the Data Privacy and Security Laws.
In performing the Services, Quantum will comply with the Quantum Privacy Policy, which is available at https://www.quantum.com/en/privacypolicy/. The Quantum Privacy Policy is subject to change at Quantum’s discretion provided such change is applicable to all similarly situated customers; however, Quantum policy changes will not result in a material reduction in the level of protection provided for Customer’s Personal Information during the Subscription Term.
Customer expressly acknowledges and agrees that:
Customer is solely responsible for determining and implementing its Security Settings. Quantum shall have no responsibility or liability to Customer or any other third party for the adequacy, inadequacy, failure, or breach of Security Settings or any resulting data access, disclosure, loss, destruction or damage
Quantum’s provision of Services generally does not provide it with access to User Content stored on the Equipment. However, if necessary, for Quantum’s performance of its obligations under this Agreement, Customer shall provide Quantum personnel with access to its network infrastructure and/or User Content, wherever located. Such access shall be provided in accordance with the Security Settings.
Customer is responsible for any security vulnerabilities, and the consequences of such vulnerabilities, arising from User Content and Customer’s applications, including any viruses, Trojan horses, ransomware worms or other programming routines contained in User Content or Customer’s applications that could limit or harm the functionality of a computer or that could damage, intercept or expropriate data.
To the extent Customer, an Authorized Customer Entity or an Authorized User transfers or otherwise makes available Personal Information contained in User Content to Quantum for the performance of its obligations under this Agreement, the Quantum Data Processing Addendum, which is available at www.quantum.com/terms, is incorporated by reference in and forms an integral part of this Agreement.

7. ALLOCATIONS OF RISK
Representations and Warranties.
Each Party represents to the other (A) that the execution and performance of its obligations under this Agreement will not conflict with or violate any provision of Applicable Law or any other agreement or order by which the Party is bound; and (B) that this Agreement, when executed and delivered, will constitute a valid and binding obligation of such Party and will be enforceable against such Party in accordance with its terms.
Subject to the disclaimers set forth below, Quantum warrants to the Customer that the installation of the Equipment will be free from defects in materials or workmanship for thirty (30) days from the date such Equipment is installed, and the installation will be performed by fully trained and competent personnel in accordance with industry standard technical and professional practices and procedures. Customer must promptly notify Quantum of any defects. If a defect covered under this warranty is found and reported to Quantum, subject to any non-excludable rights that Customer may have under the laws in Customer’s country, Quantum will, at its discretion and as its sole responsibility and liability, and as Customer’s sole and exclusive remedy, use commercially reasonable means to correct such defect, or at Quantum’s sole discretion it determines the defect cannot be corrected, provide to Customer a credit for the pro-rata amount of the sums paid by Customer for such defective Equipment for the preceding twelve (12) month period.
Limitation of Liability. Quantum (including its subsidiaries, directors, officers, employees and providers) is not liable to Customer, its Authorized Users, Authorized Customer Entities o r any third party for indirect, special, incidental, consequential, or punitive damages including without limitation, loss of use, loss or alteration of data, delays or lost profits, revenue or savings, even if Quantum is aware of the possibility of such damages, and even if the exclusive remedies stated herein fail of their essential purpose. Customer's rights as stated herein are its exclusive remedies. Except for Quantum’s liability based upon claims arising from acts of gross negligence or willful misconduct and Quantum’s obligation to indemnify Customer for third party infringement claims as set forth in Section7(c), Quantum’s cumulative liability for any claims arising in connection with the Services may not exceed an amount equal to the charges paid by Customer in the prior twelve (12) months for the Service giving rise to the claim of liability. Quantum and its subsidiaries, directors, officers, employees and providers will not be liable for any and all Losses arising from Claims for property damage, personal injury or death arising out of or in any way relating to Quantum’s presence on Customer's designated premises for the purposes of providing Services hereunder to the extent such Claims arise due to any negligent act or omission or willful misconduct of Customer or any of Customer's employees, agents, buyers or contractors (except for Quantum). No Claim, whether based on contract, strict liability, or tort, including any action based on negligence, arising out of the performance of Services, may be brought by either party more than one (1) year after such cause of action accrued.
Infringement Indemnification. Quantum will indemnify Customer for any Losses awarded against Customer as a result of any third party Claims that the Services, in the form and condition delivered by Quantum to Customer hereunder, infringe any valid patents or copyrights of any third party, provided that Customer notifies Quantum in writing of any such third party Claim within ten (10) days after receiving notice of the commencement or threatened commencement of a Claim and that Customer gives Quantum full control over the defense and settlement of the Claim and fully cooperates with Quantum with respect thereto. If any such Claim is brought or appears to Quantum likely to be brought, Quantum may at its option (1) replace or modify the Services to make them non - infringing, or (2) obtain the necessary rights for Customer to continue using the Services. If Quantum notifies Customer that is not able to achieve either sub-clause (1) or (2) using commercially reasonable efforts, then Quantum may terminate the Quote for affected Service and refund to Customer any prepaid and unused paid by Customer paid for the applicable Quote. Customer must immediately discontinue all use of any portion of the Services that has been replaced or modified or for which such a refund has been tendered. Quantum’s obligations hereunder will not apply to any Claim based on (i) Quantum's following Customer's specifications or requests, (ii) Customer’s use of the Services to practice a process not recommended by Quantum, (iii) Customer’s use of Services in a way that is illegal, or (iv) in conjunction with items not supplied by Quantum, and Customer will similarly indemnify Quantum with respect to any such Claims. The foregoing states Quantum's sole responsibility, and Customer’s sole remedy, for any infringements of any proprietary rights.
Indemnification of Quantum by Customer. Except for any Claims in respect of which Quantum is obligated to indemnify Customer under Section 7(c), Customer agrees to defend, indemnify and hold harmless Quantum and its Affiliates from and against all Claims, that may, at any time, arise out of or relate to: (i) use of the StaaS or any User Content by or on behalf of Customer or an Authorized Customer Entity other than in accordance with this Agreement; (ii) the posting, display, distribution, broadcast or other use of User Content by or on behalf o f Customer or an Authorized Customer Entity, including Claims that any such use infringes or otherwise violates the rights of any third party, including Intellectual Property Rights, privacy, publicity or other personal or proprietary rights, or that the User Content posted, displayed, distributed, broadcast or otherwise published contains libelous, defamatory or otherwise injurious or unlawful material; and, in each case, associated Losses.
Disclaimers
Customer represents that it is entering this Agreement without relying upon any Quantum representation or warranty not expressly stated in this Agreement. To the maximum extent permitted by Applicable Law, Quantum disclaims any and all promises, representations and warranties, express, implied or statutory, including, but not limited to, any warranties of merchantability, fitness for a particular purpose, data accuracy, system integration, system reliability, title, non-infringement, non-interference and/or quiet enjoyment, and all warranties that may otherwise be implied. No warranties are made on the basis of trade usage, course of trade, or course of dealing or performance.
Customer assumes complete responsibility, without any recourse against Quantum, for the selection of the StaaS to achieve Customer’s intended results and for its use of the results obtained from the StaaS in Customer’s business. Customer acknowledges that it is solely responsible for the results obtained from use of the StaaS, including the completeness, accuracy, and content of such results. Quantum does not warrant that the StaaS will meet Customer’s requirements, that the operation of the StaaS will be uninterrupted or error-free, or that all errors will be corrected.

8. DURATION AND TERMINATION.
Duration of Agreement. This Agreement commences on the date that Customer submits a valid purchase order for a Quote and continues until Subscription Terms under all Quotes have expired or been terminated in accordance with this Agreement. Unless Customer provides noti ce that it intends not renew at least ninety (90) days prior to expiration of the then current Subscription Term, the Subscription Term will automatically renew for another consecutive term of twelve (12) months and Quantum will issue to Customer a Quote and/or invoice for the applicable renewal subscription fee due.
Termination. Either Customer or Quantum may terminate this Agreement, and all Quotes or only affected Quotes (i) for cause upon written notice to the other Party if the other Party has committed a material breach of this Agreement and the breach remains uncured thirty (30) days after the breaching party has received written notice of the breach from the non -breaching party, or (ii) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
Effect of Termination on Fees. If this Agreement is terminated by Customer pursuant to Section 0, any pre-paid fees for the unused portion of the terminated Subscription Term wi ll be refunded to Customer. In all other cases, all fees paid or payable for the terminated Subscription Term are non - cancellable and non-refundable, and any unpaid fees for the remainder of the terminated Subscription Term will become immediately due and payable.
Other Effects of Termination. Effective immediately upon expiration or termination of the Subscription Term, (i) all rights granted under this Agreement will become void, (ii) Customer shall cease all use of the Services, and (iii) neither Party will have continuing rights to use any Proprietary Information of the other Party or to exercise any Intellectual Property Rights of the other Party that were licensed under this Agreement. Customer must remove, download or otherwise obtain an extract of any User Content stored by the Service within fifteen (15) days after the expiration or termination of the Subscription Term. Quantum is not responsible or liable for removing User Content from the Equipment or migrating User Content to a successor service provider or to Customer. Customer may purchase migration services from Quantum in accordance with Section2(f).
Right to Remove the Equipment. Upon the expiration or termination of a Subscription Term, Customer shall allow Quantum access to retrieve the Equipment during normal business hours. The Parties will mutually agree upon the date for Quantum to remove the Equipment; provided that such date must be within fifteen (15) days of the expiration or termination of the Subscription Term. Quantum is not liable for any damages incurred by Customer resulting from Quantum’s removal of the Equipment from Customer’s facilities. Customer shall have sole responsibility to remove its User Content from the Equipment prior to Quantum’s removal of the Equipment. For clarity, Customer does not have the right to retain or otherwise purchase the Equipment at the end of the Subscription Term.
Survival. Any provision of the Agreement that contemplates or governs performance or observance subsequent to its termination or expiration will survive the expiration or termination of this Agreement (or the applicable Quote) for any reason.
BY CLICKING THE BOX INDICATING YOUR AGREEMENT TO THE QUANTUM RESELLER AGREEMENT, YOU REPRESENT AND WARRANT THAT YOU HAVE READ AND AGREE TO (AND ARE AUTHORIZED TO AGREE TO) THE TERMS OF THE QUANTUM RESELLER AGREEMENT FOR THE LEGAL ENTITY ON WHOSE BEHALF YOU ARE ACCEPTING ITS TERMS AND CONDITIONS.

Terms

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