Contracts
- Privacy Notice
- Terms of Use
- Mirantis UK Modern Slavery Act Transparency Statement
- Mirantis Master Agreement
- Exhibit for Mirantis Cloud Native Platform Subscription Services
- Attachment 1 for OpsCare Plus
- Exhibit for Mirantis OpenStack for Kubernetes
- Exhibit for Training Services
- Mirantis End User Subscription Agreement (Azure Marketplace)
- Exhibit for Lens IDE DevCare Subscription Services
- Lens Terms of Service Agreement
- US Government Software License Addendum
Privacy Notice
Effective September 24th 2024
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Privacy Notice/Policy
version 1/2024, Effective 24 September 2024
1. Introduction
This Privacy Notice/Policy (“Privacy Notice”) describes practices of Mirantis, Inc., (“Mirantis” or “we”) regarding collection and further processing of information related to identified or identifiable individuals (“personal information”).
This Privacy Notice is applicable in the cases when Mirantis decides about the purposes and means of processing (when Mirantis is a data controller). It does not apply in the situations when we are only engaged in processing by a third party that determines the purpose and means of processing. This Privacy Notice does not apply to processing of personal information of job applicants or employees of Mirantis, for more details about this processing, please see the applicable policy available here. This Privacy Notice is applicable in particular to the personal information:
- related to visitors of Mirantis websites;
- processed for marketing purposes of Mirantis;
- processed in connection with provision of services by Mirantis to you or your company (to the extent in which Mirantis acts as a data controller);
- related to visitors of Mirantis offices;
- related to product telemetry; and
- related to the protection of Mirantis commercial rights.
For more information about collection and processing of personal information in the course of specific activities, please see the relevant sections of this Privacy Notice.
If you are a resident of California or other U.S. state, a member state of the European Economic Area (EEA) or of the United Kingdom, you have certain special rights granted by local regulations applicable in these regions. Please see the sections addressed to the U.S., EEA or UK residents for more information.
2. Processing Activities Related to Mirantis Websites
Mirantis websites collect personal information at several points and for various purposes, which can include processes associated with e-commerce, product or service registration, account creation, e-mail opt-in or collection of additional information about your use of Mirantis websites such as cookies or similar technology. The source of personal information that we collect about you on Mirantis websites is you or the person providing your personal information through our websites on behalf of you.
The following personal information is collected and processed in connection with your activities on our websites:
Category of Data | Types of Data |
Identifiers | Name, alias, postal address, telephone number, email address |
Commercial information | Product registration or purchase information, billing and shipping information |
Geolocation data | Country |
Internet or other electronic network activity information | Information related to your browsing history, search history, and information regarding your interaction with our website, application, or advertisement. If you register an account on Mirantis websites: credentials such as user name and password |
Professional or employment-related information | Company, job title |
Purposes. The personal information collected through the forms on our website is processed for the purpose related to the specific form through which you registered. For example, if you register through the registration form for Mirantis training, we will process your personal information for the purpose of providing you with this training. If you create a user account on our website, we will process your personal information in order to keep this account for you. In some countries, we are allowed to and we process your personal information also for other purposes compatible with the purpose for which you provided us with the personal information, such as offering of similar services as those for which you already registered. We may use the collected personal information also for other legitimate purposes such as ensuring security of our websites, responding to your requests or otherwise contacting you, processing your payments, organizing events and planning other activities or campaigns, or improving our services.
Legal Basis.When you register through a form by which a contract is established between you and Mirantis, our legal basis for the processing of your personal information is entering into the contract with you, performance of our contractual obligations and communication with you during the contractual relationship. If you submit your personal information through other forms on our website(s) (by which a contract is not entered into), for example if you register for our newsletters or create an account, our basis for processing will be our legitimate interest in providing you with the functionality or content based on the respective registration.
Cookies. Our websites also use cookies and similar tracking technologies. For more information about our use of these technologies, please see here.
Third Party Sites. We offer links to other websites (“Third Party Sites”). Please note that Third Party Sites may observe privacy standards different from ours and the collection and use of your personal information will be governed by the privacy policies of such Third Party Sites. Our websites offer a space for postings and submissions. Please be advised that any information posted in these venues will be publicly available.
3. Processing Activities for Marketing
Mirantis, as other companies, collects and processes personal information for marketing purposes or other activities related to sale of Mirantis products or services or promotion of Mirantis brand. The sources from which we collect personal information for these purposes might be you or your company, generally available websites where information about you are published in connection with your current or past business position, or third-party providers of business contacts lists. This applies as long as the collection and processing is compliant with the applicable data privacy laws.
For marketing purposes, we collect and process in particular the following categories of personal information with which additional information about you may be associated:
Category of Data | Types of Data |
Identifiers | Name, alias, postal address, telephone number, email address |
Commercial information | Commercial information about products or services purchased, obtained, or considered by you or your company, or other purchasing or consuming history History of your subscriptions or tendencies including all business interactions with Mirantis |
Geolocation data | Region, country, address |
Professional or employment-related information | Company, job title, role, function |
Purpose and Legal Basis. Personal information collected for the purpose of marketing activities of Mirantis is processed based on our legitimate interests, in particular for marketing activities including offering of our products or services to relevant persons or promotion of Mirantis brand, to the extent that such legitimate interest does not conflict with the applicable data privacy laws or your prevailing rights and interests.
Opting-out of Marketing. You can opt-out of marketing communications by following the unsubscribe instructions in any received communication or by using one of the designated contacts in section 13. You may not opt-out of legal notices, service-related or transactional communications, which are not marketing.
4. Processing Activities in Connection with the Provision of Services by Mirantis
If you or your company enter into an agreement with Mirantis for use of products or services offered by Mirantis, we may collect and process certain personal information about you that is provided either by you or by your company. This personal information may include especially the following categories and types of personal information with which additional information about you may be associated:
Categories of Data | Types of Data |
Identifiers | Name, alias, postal address, telephone number, Internet Protocol address, email address, signature, ID |
Commercial information | Commercial information about products or services purchased, obtained, or considered by you or your company, or other purchasing or consuming history History of your subscriptions or tendencies including business interactions with Mirantis, billing and shipping information |
Internet or other electronic network activity information | If you have registered an account on Mirantis websites,either by you or by your company: credentials such as user name and password and all your activities and interactions related to your account |
Geolocation data | Region, country, address |
Audio, electronic, visual, or similar information | Audio, electronic and visual information (applicable if you participate on webinars or calls that are recorded) |
Professional or employment-related information | Company, job title, role, function |
Purposes and Legal Basis. The above listed personal information is collected and processed to provide you or your company with the ordered products or services, to contact you or your company or have you or your company registered as a customer or customer’s designated representative for the purchased products or services and for interactions in the course of the customer relationship. This includes activities such as providing support, paying invoices, and communicating product changes. Our legal basis for processing is the performance of our contractual obligations towards you (if you are our customer) or our legitimate interest in providing the service towards your company (if your company is our customer).
Personal information listed above might be processed also for additional purposes compatible with the initial purpose such as for improvements of our product or services, in such a case the legal basis is our legitimate interest, always to the extent such processing does not conflict with the applicable data privacy laws or your prevailing rights and interests.
Please note, that in the course of providing services, Mirantis may process certain personal information on behalf of its customers that might be the controllers of your personal information. In such a case the details about the processing have to be provided by such controllers and not by Mirantis.
5. Processing Activities Related to Your Visit of Mirantis Office
If you visit Mirantis premises, some personal information might be collected about you and processed for the purpose of our visitor management, protection of our property and compliance with certain security standards. This personal information includes:
Categories of Data | Types of Data |
Identifiers | Name, email address, signature |
Audio, electronic, visual, or similar information | Photo, visual information |
Professional or employment-related information | Company |
Purposes and Legal Basis. The above listed personal information is processed primarily to manage your visit, ensure the security of our premises, and to comply with our security protocols. Additionally, this information may be used to provide products or services to you or your company, facilitate contact with you or your company, or register you or your company as a customer or designated representative in connection with purchased products or services, and for interactions in the course of the customer relationship. Our legal basis for processing is the performance of our contractual obligations towards you (if you are our customer) or our legitimate interest in providing the service towards your company (if your company is our customer), and in both cases managing our business relationship with you or your employer, and maintaining the security of our premises .
Personal information listed above might be processed also for additional purposes compatible with this initial purpose such as for improvements of our product or services, in such a case the legal basis is our legitimate interest, always to the extent that such processing does not conflict with the applicable data privacy laws or your prevailing rights and interests.
- Processing Activities related to Product Telemetry
Some of our products have a telemetry function that may collect the information about you and your use of the software and send this information to Mirantis. This personal information includes:
Categories of Data | Types of Data |
Identifiers | Unique personal identifier, online identifier, Internet Protocol address, Hostname, Domain Name, container or application names, or other similar identifiers |
Geolocation data | Country |
Commercial information | Commercial information on products or services purchased, obtained, or considered by you or your company, or other purchasing or consuming history, or tendencies |
Internet or other electronic network activity information | Information related to your interaction with an Internet website, application, or advertisement, system related information |
Purposes and Legal Basis. You may decide whether you agree with the collection of some telemetry data and its provision to Mirantis by using the software with the telemetry function turned on or off. The purpose of collection of this information collected from users is further optimization and improvement of the software and services. When the optional telemetry is turned off, the software will still provide Mirantis only with personal information that is strictly necessary to provide the selected services, including updates or upgrades of the software, and to prevent unauthorized use of software post-license expiration. You may manually opt-out from automatic software updates and upgrades. In the last two scenarios, Mirantis relies on legitimate interests of providing selected services, including updated and upgraded software, and of enforcing payment by identifying and reaching out to organizations and individuals using our software without valid licenses.
If you use our software product as a member of an organization (e.g. as an employee of a company for which you work), the decision about the telemetry usage is upon such organization. Please consult the settings of telemetry with your organization.
7. Processing Activities Related to the Protection of Mirantis Commercial Rights
Lens. When we reasonably suspect that you may be eligible for an enterprise plan rather than a personal plan based on your company's criteria we may share your personal information (email, and when requested name and LensID) with your company/employer procurement team. Our legitimate interest for sharing your personal information is based on our commitment to engaging in lawful and ethical business practices, ensuring the enforcement of our terms and conditions, preventing fraud and fostering potential partnerships with enterprises that are interested in using our software. We deem that the means used are proportionate and necessary to achieve the intended legitimate business purpose. This information will be handled securely by both parties, in particular to ensure protection against unauthorized access. When personal information is transferred outside of EEA this is based on the exception in Article 49 of the GDPR, specifically for the establishment, exercise, or defense of legal claims.
We also refer to section 6 regarding the telemetry settings.
8. Third Party Recipients of Personal Information
Tech businesses often use third parties to help them host their application, communicate with customers, power their emails etc. We partner with third parties who we believe are the best in their field at what they do. When we do this, sometimes it is necessary for us to share your personal information with them in order to get these services to work well.
If you sign up to attend one of our events, we may share your name, work details and contact information with organizers of that event for organizational purposes.
We use a third party analytical software to gather statistical information about our website visitors, in particular to enhance the quality of our website.
When you purchase through Mirantis webstore, third-party providers will be authorized to process your payment information to enable the purchase. The third-party processors responsible for your payments, will have access to your personal information instead of us.
Your personal information may be also shared with third party recipients for the purpose of corporate and operational governance, which include:
- The affiliated companies of Mirantis which are involved by Mirantis in certain joint activities, see the list of Mirantis affiliates here;
- third parties providing advisory services to Mirantis, such as our financial, legal or other advisors;
- third parties that might have legitimate interest in knowing your personal information in case of merger, acquisition, reorganizations, sale of part of our business or other corporate change of Mirantis.
Your personal information is shared with third parties only when necessary, for our legitimate purposes as specified above, and according to the safeguards and good practices detailed in this Privacy Notice.
9. Security and Retention of Personal Information
We use industry-standard methods of securing electronic databases with personal information. We limit access to personal information in electronic databases to those persons in our organization who have a legitimate business need or other lawful basis for such access.
Your privacy is very important to us. However, due to factors beyond our control, we cannot fully ensure that your personal information will not be disclosed to third parties other than those mentioned above. For example, we may be legally required to disclose information to the government or third parties under certain circumstances, or third parties may unlawfully intercept or access transmissions or private communications. No organization, including Mirantis, can fully eliminate security risks associated with personal information.
We retain the personal information of individuals for a commercially reasonable time. The length of storage depends on the period required by the applicable laws (if any) and on the purpose for which the data was collected. For example, if you create an account at Mirantis website, we will process your personal information until you request deletion of the account or until the account is otherwise deactivated. For more details about the retention periods in specific cases when your personal information is processed, please contact us on one of the designated contacts in section 13.
10. EEA and UK Residents – Additional Information
The following section is designed for individuals whose personal information is protected by the General Data Protection Regulation (EU) 2016/679 (“GDPR”) or the UK Data Protection Act 2018 and the UK General Data Protection Regulation (“UK GDPR”).
Processing outside the EEA and UK. Mirantis is a company headquartered in the United States and some of the third parties with which the personal information may be shared (as per section 8) operate in countries outside the European Economic Area (EEA) and UK. For this reason, your personal information will be processed also in countries that are not subject to an adequacy decision of the European Commission. When we export personal information to such countries, we rely on one or more of the available legal instruments such as EU Standard Contractual Clauses or EU-U.S. Data Privacy Framework certification guaranteed by the company to which the personal information is exported in order to ensure adequate level of protection for your personal information. For more details about the safeguards in specific cases, please contact us on one of the designated contacts in section 13.
Your Rights. When GDPR or UK GDPR is applicable, you, as a data subject, have certain rights. You have the right to:
- Right of Access: request access to your personal information processed by us and obtain a copy of your data
- Right to Rectification: request correction of inaccurate personal information and the completion of incomplete data
- Right to Erasure/Right to be Forgotten: request the deletion of your personal information in cases specified by the applicable law, such as when data is no longer necessary for the purposes for which it was collected
- Right to Restriction of Processing: request the restriction of processing in cases specified by the applicable law, such as when you contest the accuracy of your personal information or object to its processing
- Right to Data Portability: receive your personal information in a structured, commonly used, and machine-readable format and have the right to transfer that data to another entity without hindrance, where technically feasible
- Right to Object: object to processing of your personal information based on legitimate interests, including profiling, and automated decision-making, as well as to processing for direct marketing purposes
If you wish to exercise any of your rights, please use one of the designated contacts in section 13. We will respond to your request without undue delay, and no later than within 30 days. In some cases, we may extend this period by additional two months, and we will inform you of the reason for the delay.
Please note that your rights are not absolute and may be subject to certain exceptions under applicable law. For example:
- The rights of access, rectification, and data portability must be balanced against the rights and freedoms of others, such as another person’s confidentiality or intellectual property rights.
- The right to object to processing based on legitimate interests may be refused if we demonstrate compelling legitimate grounds for the processing that override your interests, rights, and freedoms, or if the processing is necessary for the establishment, exercise, or defense of legal claims.
We will provide a detailed explanation if any of your rights are restricted upon receiving your request.
You also have the right to lodge a complaint with the relevant data protection authority if you believe that your rights have been violated. Please tell us first, so we have a chance to address your concerns.
11. U.S. Residents – Additional Information
This section provides residents of the United States with additional information about the collection and use of their personal information and their rights under state privacy laws (where applicable), including the California (CCPA and CPRA), Virginia (VCDPA), Texas, Washington, Colorado (CPA), Vermont, and Nevada privacy laws.
Your Rights. When U.S. state laws are applicable, you, as a resident of applicable states, have certain rights regarding your personal information. You have the right to:
- Right to Know/Access: request the information about the categories of personal information we collected about you, the categories of sources from which the personal information was collected, the business or commercial purpose for collecting or selling personal information, the categories of third parties with whom we shares personal information and the specific pieces of personal information we have collected about you
- Right to Delete: request the deletion of your personal information that we have collected from you, subject to certain exceptions, (such as when the information is necessary to complete a transaction, detect security incidents, comply with legal obligations)
- Right to Correct: request the correction of inaccurate personal information that we maintain about you
- Right to Non-Discrimination: not to receive discriminatory treatment for exercising any of your privacy rights, including equal services and prices
- Right to Limit Use of Sensitive Personal Information: limit the use and disclosure of your sensitive personal information for purposes beyond those necessary to provide goods or services
If you wish to exercise any of your rights, please, use one of the designated contacts in section 13, we will respond without undue delay, in accordance with applicable state privacy law.
Information about Sale of Personal Information. Mirantis does not sell your personal information as defined under CCPA and CPRA. You have the right to opt out of the sale or sharing of your personal information. Although we do not sell your personal information, you may still exercise this right as a precautionary measure.
Even though we don’t sell consumer data, under California’s “Shine the Light” law California Civil Code § 1798.83 California residents, and under Nevada law, Nevada residents may still request and obtain from us, once a year, free of charge, a list of third parties, if any, to which we disclosed their personal information for direct marketing purposes during the preceding calendar year and the categories of personal information shared with those third parties. If you are a California or Nevada resident and wish to obtain that information, please submit your request through one of the designated contacts in section 13.
12. Use by Persons Under 16 Years of Age
We do not knowingly seek to collect personal information from users under the age of 16 nor are they intended to be used by anyone under 16. If you are under the age of 16, you are not permitted to use our services or the Mirantis website, or to disclose Personal Information using them. If we learn we have collected or received Personal Information from a child under 16, we will delete that information. If you believe we might have any information from or about a child under 16, please contact us through one of the designated contacts in section 13.
13. Contact Information
The controller of personal information is Mirantis, Inc., a Delaware corporation with a registered seat at 900 E. Hamilton Avenue, Suite 650, Campbell, CA 95008, USA. Mirantis has appointed a data protection officer (“DPO”) which is available on the email address below.
Designated methods for contacting Mirantis, Inc. in matters related to your privacy:
- Email: dataprivacy(at)mirantis.com
(please use this email to contact Mirantis DPO).
- Toll-free telephone number: +1-650-963-9828
- Address: Attn. Legal, 900 Hamilton Blvd, Suite 650 Campbell, CA 95008, USA
(California HQ office)
Please note that exercise of your rights through these designed contacts may be subject to further verification of your identity.
14. Future Modifications
We may amend this Privacy Notice from time to time. If we make significant changes, we will notify you by posting a prominent notice on our websites, and where possible, we may also notify you directly via email or other communication channels. Your continued use of our website or services and processing of personal information after any amendments will be subject to an updated Privacy Notice.
List of major changes in this revision of the Privacy Notice:
- Added processing related to Mirantis commercial rights, in particular related to enforcement of Mirantis license rights
- Updated processing activities related to product telemetry and visits to Mirantis offices
- Highlighted the right to opt out of direct marketing
- Updated the list of categories of third party recipients of personal data
- Expanded the list of EEA and UK residents privacy rights, and added clarifications about the data subject requests process
- Expanded the scope of additional information section to all U.S. states, in particular those that enacted privacy laws, and added more information regarding the sale of personal information
- Added information about users under 16 years of age
- Updated information about the process for updating the Privacy Notice
Effective October 12th 2023 to September 24th 2024
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- related to visitors of Mirantis websites;
- processed for marketing purposes of Mirantis;
- processed in connection with provision of services by Mirantis to you or your company (to the extent in which Mirantis acts as a data controller);
- related to visitors of Mirantis office.
Identifiers | Real name, alias, postal address, telephone number, email address. |
Commercial information | Product registration or purchase information, billing and shipping information. |
Geolocation data | Country. |
Internet or other electronic network activity information | Information related to your browsing history, search history, and information regarding your interaction with our website, application, or advertisement. If you register an account on Mirantis websites: credential such as user name and password. |
Professional or employment-related information | Company, job title. |
Identifiers | A real name, alias, postal address, telephone number, email address. |
Commercial information | Commercial information products or services purchased, obtained, or considered by you or your company, or other purchasing or consuming histories, histories of your subscriptions or tendencies including all business interactions with Mirantis. |
Geolocation data | Region, country, address. |
Professional or employment-related information | Company, job title, role, function. |
Identifiers | A real name, alias, postal address, telephone number, Internet Protocol address, email address, signature, ID. |
Commercial information | Commercial information products or services purchased, obtained, or considered by you or your company, or other purchasing or consuming histories, histories of your subscriptions or tendencies including business interactions with Mirantis, billing and shipping information. |
Internet or other electronic network activity information | If you have registered an account on Mirantis websites (either by you or by your company): credential such as user name and password and all your activities and interactions related to your account. |
Geolocation data | Region, country, address. |
Audio, electronic, visual, thermal, olfactory, or similar information | Audio, electronic and visual, information (applicable if you participate on webinars or calls that are recorded). |
Professional or employment-related information | Company, job title, role, function. |
Identifiers | A real name, email address, signature. |
Audio, electronic, visual, thermal, olfactory, or similar information | Photo, visual information. |
Professional or employment-related information | Company. |
- Processing Activities related to Product Telemetry
Identifiers | Unique personal identifier, online identifier, Internet Protocol address or other similar identifiers. |
Geolocation data | Country. |
Commercial information | Commercial information products or services purchased, obtained, or considered by you or your company, or other purchasing or consuming histories, or tendencies. |
Internet or other electronic network activity information | Information related your interaction with an Internet website, application, or advertisement. system related information. |
- The affiliated companies of Mirantis which are involved by Mirantis in certain joint activities;
- third parties providing services to Mirantis, such as cloud-based services, providers of telecommunication services or to our financial, legal or other advisors;
- third parties that might have legitimate interest in knowing your Personal Information in case of merger, acquisition, reorganizations, sale of part of our business or other corporate change of Mirantis;
- in case of organizing events or webinars with another company in which you participate also with such other company.
- Right of access to Personal Information processed by us (right of access);
- right to request rectification of inaccurate Personal Information to have incomplete personal data completed (right to rectification);
- right to erasure of your Personal Information in cases specified by the applicable law (right of erasure / right to be forgotten);
- right to restriction of processing in cases specified by the applicable law;
- right to transfer your Personal Information to you or to another entity (right to data portability);
- right to object processing based on automated decision making.
- right of access Personal Information processed by us (right of access), which include your right to request the information about the categories of personal information we collected about you, the categories of sources from which the personal information was collected, the business or commercial purpose for collecting or selling personal information, the categories of third parties with whom we shares personal information and the specific pieces of personal information we have collected about you.
- right to request deletion of your Personal Information collected from you (subject to certain exceptions)
- right to equal services and prices.
- Email: dataprivacy(at)mirantis.com
- Toll-free telephone number: +1-650-963-9828
Effective October 11th 2023 to October 12th 2023
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- related to visitors of Mirantis websites;
- processed for marketing purposes of Mirantis;
- processed in connection with provision of services by Mirantis to you or your company (to the extent in which Mirantis acts as a data controller);
- related to visitors of Mirantis office.
Identifiers | Real name, alias, postal address, telephone number, email address. |
Commercial information | Product registration or purchase information, billing and shipping information. |
Geolocation data | Country. |
Internet or other electronic network activity information | Information related to your browsing history, search history, and information regarding your interaction with our website, application, or advertisement. If you register an account on Mirantis websites: credential such as user name and password. |
Professional or employment-related information | Company, job title. |
Identifiers | A real name, alias, postal address, telephone number, email address. |
Commercial information | Commercial information products or services purchased, obtained, or considered by you or your company, or other purchasing or consuming histories, histories of your subscriptions or tendencies including all business interactions with Mirantis. |
Geolocation data | Region, country, address. |
Professional or employment-related information | Company, job title, role, function. |
Identifiers | A real name, alias, postal address, telephone number, Internet Protocol address, email address, signature, ID. |
Commercial information | Commercial information products or services purchased, obtained, or considered by you or your company, or other purchasing or consuming histories, histories of your subscriptions or tendencies including business interactions with Mirantis, billing and shipping information. |
Internet or other electronic network activity information | If you have registered an account on Mirantis websites (either by you or by your company): credential such as user name and password and all your activities and interactions related to your account. |
Geolocation data | Region, country, address. |
Audio, electronic, visual, thermal, olfactory, or similar information | Audio, electronic and visual, information (applicable if you participate on webinars or calls that are recorded). |
Professional or employment-related information | Company, job title, role, function. |
Identifiers | A real name, email address, signature. |
Audio, electronic, visual, thermal, olfactory, or similar information | Photo, visual information. |
Professional or employment-related information | Company. |
- Processing Activities related to Product Telemetry
Identifiers | Unique personal identifier, online identifier, Internet Protocol address or other similar identifiers. |
Geolocation data | Country. |
Commercial information | Commercial information products or services purchased, obtained, or considered by you or your company, or other purchasing or consuming histories, or tendencies. |
Internet or other electronic network activity information | Information related your interaction with an Internet website, application, or advertisement. system related information. |
- The affiliated companies of Mirantis which are involved by Mirantis in certain joint activities;
- third parties providing services to Mirantis, such as cloud-based services, providers of telecommunication services or to our financial, legal or other advisors;
- third parties that might have legitimate interest in knowing your Personal Information in case of merger, acquisition, reorganizations, sale of part of our business or other corporate change of Mirantis;
- in case of organizing events or webinars with another company in which you participate also with such other company.
- Right of access to Personal Information processed by us (right of access);
- right to request rectification of inaccurate Personal Information to have incomplete personal data completed (right to rectification);
- right to erasure of your Personal Information in cases specified by the applicable law (right of erasure / right to be forgotten);
- right to restriction of processing in cases specified by the applicable law;
- right to transfer your Personal Information to you or to another entity (right to data portability);
- right to object processing based on automated decision making.
- right of access Personal Information processed by us (right of access), which include your right to request the information about the categories of personal information we collected about you, the categories of sources from which the personal information was collected, the business or commercial purpose for collecting or selling personal information, the categories of third parties with whom we shares personal information and the specific pieces of personal information we have collected about you.
- right to request deletion of your Personal Information collected from you (subject to certain exceptions)
- right to equal services and prices.
- Email: dataprivacy(at)mirantis.com
- Toll-free telephone number: +1-650-963-9828
Terms of Use
Effective October 11th 2023
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By using Mirantis, Inc. (“Mirantis”, “Our”, or “We”) websites, portals, or online services provided by Mirantis (“Online Services”) you agree to these terms and conditions (“Terms of Use”). Do not use the Online Services if you do not accept the Terms of Use.
We may modify all or any part of these Terms of Use from time to time without notice to you, therefore you should check back often so you are aware of your current rights and responsibilities. Your continued use of Online Services (after changes to the Terms of Use have been published constitutes your binding acceptance of the updated Terms of Use. If the current Terms of Use are no longer acceptable to you, then you should stop using the Online Services immediately.
Mirantis Online Services Rules
Mirantis UK Modern Slavery Act Transparency Statement
Effective December 27th 2023
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Mirantis UK Modern Slavery Act Transparency Statement
Mirantis, Inc
900 E Hamilton Avenue, Suite 650, Campbell, CA 95008
Mirantis UK Ltd
Highlands House, Basingstoke Road, Spencers Wood.
Reading Berkshire RG7 1NT
(further, together referred to as Mirantis)
Introduction:
At Mirantis, we are committed to promoting ethical practices and ensuring that modern slavery and human trafficking have no place in our operations or supply chains. This Transparency Statement outlines the steps we have taken to prevent modern slavery and human trafficking and to ensure transparency and accountability in our business practices.
Our Business and Supply Chains:
Mirantis, Inc. is a holding company in Mirantis Group, and Mirantis UK Ltd is an affiliate. Mirantis is a leading company in the field of cloud-native technologies and open-source software. With a focus on providing enterprise-grade solutions, Mirantis enables businesses to build, deploy, and operate scalable applications in multi-cloud and hybrid environments. We operate within US, APAC and EMEA including the United Kingdom and have a supply chain that spans across different regions and countries. We recognize the importance of understanding and managing the potential risks associated with modern slavery within our supply chains.
Policies and Due Diligence:
We have implemented robust policies and procedures to prevent modern slavery and human trafficking within our business operations, this includes:
Employment: Mirantis checks that its employees have the right to work in the UK upon commencement of their employment. All employees are paid at least the applicable local minimum wage. All employees have an employment contract, which sets out their salary, main place of work, working hours and notice period.
Code of Conduct: We have a Code of Conduct that sets out the standards of behavior expected from all employees. This Code emphasizes our commitment to human rights, fair labor practices, and ethical conduct.
Suppliers: We conduct vendor onboarding procedure on our suppliers. Supplier agreements shall state that suppliers must comply with all applicable laws.
Awareness and reporting: We encourage our employees and stakeholders to report any concerns or suspected instances of modern slavery. We have a whistleblower policy and procedure in place.
Future Steps:
We are committed to continuously improving our efforts to combat modern slavery and human trafficking. In the future, we plan to:
Enhance Supply Chain Transparency: We consider to put in place a Supplier Code of Conduct.
Regularly Review and Update Policies: We will regularly review and update our policies and procedures to ensure they remain effective in addressing modern slavery risks.
Conclusion:
At Mirantis, we are committed to maintaining the highest standards of ethical conduct and preventing modern slavery and human trafficking within our operations and supply chains. We will continue to take steps to assess and mitigate the risks associated with modern slavery and work collaboratively with our suppliers and stakeholders to drive positive change.
Management Approval:
This Statement has been reviewed and approved by the management of Mirantis UK Ltd and by an authorized representative of Mirantis, Inc. on June 23, 2023.
Mirantis Master Agreement
Effective November 19th 2024
DownloadTable of Contents
1.1. Subscription Services. Subscription Services are purchased on a per unit basis or as described by Mirantis in an Order Form. “Subscription Services” means the subscription services described in the Agreement exhibits at https://www.mirantis.com/company/agreements/ or an exhibit to an Order Form (each an “Exhibit”). A “Unit” is the measurement of Software or Service, defined in an Exhibit and identified in the applicable Order Form. “Software” means the software, which includes third party open-source software, made available by Mirantis and modifications, additions, updates, upgrades, or further enhancements, provided if or when available, through the Services. “Mirantis Portal(s)” means the Mirantis websites for the download of all components of the Software and Documentation and access to the support and ticketing system, as made available by Mirantis. “Documentation” means Mirantis’ user guide(s) for the Mirantis Portal and/or Software, as may be updated from time to time, and any other guides, reference materials or other similar documentation made available to Customer in connection with the Mirantis Portal or Software.
1.2. Consulting Services. Customer and Mirantis may execute an Order Form(s) with a statement of work (“SOW”) for consulting services (“Consulting Services”). Mirantis will use commercially reasonable efforts to provide the Consulting Services as set forth in the applicable Order Form(s) or SOW(s).
1.3. Training Services. Customer may purchase “Training Services” consisting of Mirantis provided courses, exams, certifications, and other training sold and provided by Mirantis or authorized Mirantis partners. Training Services may be purchased directly from Mirantis, online, or from authorized Mirantis partners provided pursuant to this Agreement and the Training Services terms and conditions in the Exhibit for Training Services (at https://www.mirantis.com/company/agreements/).
1.4. Partners and Affiliates. Except as otherwise provided, this Agreement governs all purchases and use of the Services, which includes Mirantis Software, by Customer and its Affiliates. If Customer purchases Services through a partner, Mirantis is solely responsible for providing such Services and Software pursuant to the terms of this Agreement. Mirantis is not responsible for any additional obligations, conditions, or warranties agreed to between Customer and partner.
1.5. The parties agree that Customer Affiliate(s) may acquire Services and Software from Mirantis or Mirantis Affiliates by executing an Order Form with Mirantis or Mirantis Affiliate(s). Unless specifically authorized in the Order, each Affiliate shall enter into a separate Order for Services ordered. “Affiliate” means an entity that owns or controls (has the direct or indirect power to direct or cause the direction of management and policies of an entity), is owned or controlled by, or is under the common control or ownership with a party.
2. Fees and Expenses, Payment, & Taxes. Payment, and Taxes apply only if Customer is purchasing directly from Mirantis.
2.1. Fees and Expenses. The fees for Subscription Services, Consulting Services, and Training Services are set forth in the applicable Order Form (“Fees”). Customer agrees to pay Fee(s) for Subscription Services based on the total number of Units of Software deployed, installed; and/or Services used, as described in an Exhibit. Customer agrees to pay the applicable Fee for each Unit. Customer will reimburse Mirantis for all reasonable travel and related expenses, including transportation, lodging and meal expenses for Services provided at Customer’s site. Expenses will be determined based on Mirantis’ standard travel policy. Unless specifically set forth in this Agreement or an Exhibit, all Fees paid are non-cancelable and non-refundable.
2.2. Payment. Fees are due and payable by Customer within thirty (30) days from the date of invoice. All Fees for Subscription Services are due and payable by Customer annually and in advance of the performance or provision of the Services or access to the Software. Fees for Consulting Services and Training Services are due and payable by Customer as specified in the applicable Order Form or SOW. Unless otherwise specified in an Order Form, all payments must be made in U.S. dollars, and by credit card, wire transfer, or other prearranged payment method acceptable to Mirantis. Mirantis reserves the right to charge a late payment interest of 1.5% per month against overdue amounts, or the maximum rate permitted by law, whichever is less. In addition, Mirantis may suspend any of the Services or terminate this Agreement or the applicable Order Form if Customer is delinquent on its payment obligations for 30 days or more or otherwise breaches the Agreement. Customer will reimburse Mirantis for all costs and expenses incurred by Mirantis in connection with the collection of overdue amounts, including without limitation reasonable attorneys’ or legal fees.
2.3. Taxes. All Fees and expenses under this Agreement are exclusive of any taxes, duties, or similar charges imposed by any government, and Customer agrees to pay for all VAT, use, sales, excise, privilege, or other taxes, duties or assessments, however designated or levied, whether by national, federal, state or local governmental authorities, relating to this Agreement when such payments are due, exclusive of taxes based on Mirantis’ net income. If Customer is required by applicable law to withhold or deduct any amounts from the Fees, Customer will (a) pay any additional amounts necessary to ensure that Mirantis is in the same position as it would have been, had no deductions or withholdings been required; (b) only withhold amounts as required by law, (c) shall request all documentation required for the reduction of withholding tax, and (d) shall provide proof of payment of the withholding tax for credit relative to the applicable invoice(s). Mirantis’ failure to register for state sales tax where Customer is located shall not relieve Customer from its payment obligations under this Section 2.3. Should Mirantis be required to pay sales tax related to this Agreement, Customer shall reimburse Mirantis for such amounts promptly upon receiving Mirantis’ written request and evidence of payment.
3. Records, Reporting, and Inspections. During the term of the Agreement and for at least two (2) years thereafter, Customer will keep and maintain commercially reasonable written records and accounts regarding Customer’s use of the Subscription Services ("Records"). Customer will promptly notify Mirantis if the actual number of Units or Subscription Services used exceeds the number of Units for which Customer has paid. The notification will include the number of additional Units and the first date(s) on which either the additional Units were created, or Subscription Services were first used. Customer shall pay for such additional Units in accordance with the Agreement. Upon request, Customer shall provide written certification that (i) the number of Units equals the Fees paid by Customer, and (ii) after the end of Subscription Services term, Customer has discontinued use of all Units of Software, for which the license has terminated. With respect to Subscription Services, during the term of the Agreement, Customer shall, at Mirantis’ request, run a script to confirm its compliance with any limits on Units, During the Agreement term and for two (2) years thereafter, Mirantis may inspect Customer’s records and facilities to verify Customer’s compliance with the Agreement during normal business hours and with at least fifteen (15) days’ notice. Any noncompliance, including unpaid Units, will be reported in writing to Customer. If the number of Units exceeds the Units for which Customer has paid the applicable Fees, Mirantis will invoice and Customer will pay for any unpaid Units within fifteen (15) days of the date of invoice. The initial term for additional Units will begin on the first date(s) on the additional Units were created or Subscription Services were first used and prorated to co-terminate with Customers then existing Units of Subscription Services.
4. Customer Responsibilities. In addition to any other Customer obligations set forth in this Agreement, where any information, cooperation or action, including obtaining or maintaining third party consents or licenses for Mirantis to use software, information, and systems, on the part of Customer or its representatives is necessary or useful to provide any of the Services, Customer or its representatives will, at Customer’s own expense, provide such information or cooperation or provide such action in a timely and professional manner. For the avoidance of doubt, Mirantis will be entitled to relief for any deficiency in providing any of the Services if such deficiency results from Customer’s failure to provide the required access, information, cooperation, or action. Customer will be responsible for the back-up of all data and software, and Mirantis will not be liable for any loss of data or software or corruption to or damage of data or software.
5. License and Ownership. (a) The Software provided by Mirantis as part of the Subscription Services are governed by license(s) contained or referenced in the Exhibit(s); (b) neither party has the right to use the other party’s marks provided that Mirantis may use Customer’s name and logo for the sole purpose of identifying Customer as a Mirantis customer; and (c) notwithstanding anything to the contrary contained in this Agreement or an Order Form, the ideas, methods, concepts, know-how, structures, techniques, inventions, developments, processes, discoveries, improvements and other information and materials developed in and during the course of any Services may be used by Mirantis, without an obligation to account (financially or otherwise), in any way Mirantis deems appropriate, including by or for itself or its customers or partners.
9. Disclaimers
9.2. Disclaimer of Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND RELATING TO THIS AGREEMENT, SOFTWARE, SERVICES OR THE USE THEREOF, INCLUDING, WITHOUT LIMITATION, ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER ARISING IN TORT, CONTRACT, OR OTHERWISE; OR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY MALFUNCTIONS, REGULATORY NON-COMPLIANCE, DELAYS, LOSS OF DATA, LOST PROFITS, LOST SAVINGS, INTERRUPTION OF SERVICE, LOSS OF BUSINESS OR ANTICIPATORY PROFITS, WHETHER OR NOT FORESEEABLE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.3. Customer agrees that the Customer’s purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Mirantis regarding future functionality or features
Mirantis, Inc.
Customer
By: By:
Name: Name:
Title: Title:
Date: Date:
Customer Name & Address:
Customer Contact:
Phone:
Email:
Effective June 3rd 2024 to November 19th 2024
DownloadTable of Contents
1.1. Subscription Services. Subscription Services are purchased on a per unit basis or as described by Mirantis in an Order Form. “Subscription Services” means the subscription services described in the Agreement exhibits at https://www.mirantis.com/company/agreements/ or an exhibit to an Order Form (each an “Exhibit”). A “Unit” is the measurement of Software or Service, defined in an Exhibit and identified in the applicable Order Form. “Software” means the software, which includes third party open-source software, made available by Mirantis and modifications, additions, updates, upgrades, or further enhancements, provided if or when available, through the Services. “Mirantis Portal(s)” means the Mirantis websites for the download of all components of the Software and Documentation and access to the support and ticketing system, as made available by Mirantis. “Documentation” means Mirantis’ user guide(s) for the Mirantis Portal and/or Software, as may be updated from time to time, and any other guides, reference materials or other similar documentation made available to Customer in connection with the Mirantis Portal or Software.
1.2. Consulting Services. Customer and Mirantis may execute an Order Form(s) with a statement of work (“SOW”) for consulting services (“Consulting Services”). Mirantis will use commercially reasonable efforts to provide the Consulting Services as set forth in the applicable Order Form(s) or SOW(s).
1.3. Training Services. Customer may purchase “Training Services” consisting of Mirantis provided courses, exams, certifications, and other training sold and provided by Mirantis or authorized Mirantis partners. Training Services may be purchased directly from Mirantis, online, or from authorized Mirantis partners provided pursuant to this Agreement and the Training Services terms and conditions in the Exhibit for Training Services (at https://www.mirantis.com/company/agreements/).
1.4. Partners and Affiliates. Except as otherwise provided, this Agreement governs all purchases and use of the Services, which includes Mirantis Software, by Customer and its Affiliates. If Customer purchases Services through a partner, Mirantis is solely responsible for providing such Services and Software pursuant to the terms of this Agreement. Mirantis is not responsible for any additional obligations, conditions, or warranties agreed to between Customer and partner.
1.5. The parties agree that Customer Affiliate(s) may acquire Services and Software from Mirantis or Mirantis Affiliates by executing an Order Form with Mirantis or Mirantis Affiliate(s). Unless specifically authorized in the Order, each Affiliate shall enter into a separate Order for Services ordered. “Affiliate” means an entity that owns or controls (has the direct or indirect power to direct or cause the direction of management and policies of an entity), is owned or controlled by, or is under the common control or ownership with a party.
2. Fees and Expenses, Payment, & Taxes. Payment, and Taxes apply only if Customer is purchasing directly from Mirantis.
2.1. Fees and Expenses. The fees for Subscription Services, Consulting Services, and Training Services are set forth in the applicable Order Form (“Fees”). Customer agrees to pay Fee(s) for Subscription Services based on the total number of Units of Software deployed, installed; and/or Services used, as described in an Exhibit. Customer agrees to pay the applicable Fee for each Unit. Customer will reimburse Mirantis for all reasonable travel and related expenses, including transportation, lodging and meal expenses for Services provided at Customer’s site. Expenses will be determined based on Mirantis’ standard travel policy. Unless specifically set forth in this Agreement or an Exhibit, all Fees paid are non-cancelable and non-refundable.
2.2. Payment. Fees are due and payable by Customer within thirty (30) days from the date of invoice. All Fees for Subscription Services are due and payable by Customer annually and in advance of the performance or provision of the Services or access to the Software. Fees for Consulting Services and Training Services are due and payable by Customer as specified in the applicable Order Form or SOW. Unless otherwise specified in an Order Form, all payments must be made in U.S. dollars, and by credit card, wire transfer, or other prearranged payment method acceptable to Mirantis. Mirantis reserves the right to charge a late payment interest of 1.5% per month against overdue amounts, or the maximum rate permitted by law, whichever is less. In addition, Mirantis may suspend any of the Services or terminate this Agreement or the applicable Order Form if Customer is delinquent on its payment obligations for 30 days or more or otherwise breaches the Agreement. Customer will reimburse Mirantis for all costs and expenses incurred by Mirantis in connection with the collection of overdue amounts, including without limitation reasonable attorneys’ or legal fees.
2.3. Taxes. All Fees and expenses under this Agreement are exclusive of any taxes, duties, or similar charges imposed by any government, and Customer agrees to pay for all VAT, use, sales, excise, privilege, or other taxes, duties or assessments, however designated or levied, whether by national, federal, state or local governmental authorities, relating to this Agreement when such payments are due, exclusive of taxes based on Mirantis’ net income. If Customer is required by applicable law to withhold or deduct any amounts from the Fees, Customer will (a) pay any additional amounts necessary to ensure that Mirantis is in the same position as it would have been, had no deductions or withholdings been required; (b) only withhold amounts as required by law, (c) shall request all documentation required for the reduction of withholding tax, and (d) shall provide proof of payment of the withholding tax for credit relative to the applicable invoice(s). Mirantis’ failure to register for state sales tax where Customer is located shall not relieve Customer from its payment obligations under this Section 2.3. Should Mirantis be required to pay sales tax related to this Agreement, Customer shall reimburse Mirantis for such amounts promptly upon receiving Mirantis’ written request and evidence of payment.
3. Records, Reporting, and Inspections. During the term of the Agreement and for at least two (2) years thereafter, Customer will keep and maintain commercially reasonable written records and accounts regarding Customer’s use of the Subscription Services ("Records"). Customer will promptly notify Mirantis if the actual number of Units or Subscription Services used exceeds the number of Units for which Customer has paid. The notification will include the number of additional Units and the first date(s) on which either the additional Units were created, or Subscription Services were first used. Customer shall pay for such additional Units in accordance with the Agreement. Upon request, Customer shall provide written certification that (i) the number of Units equals the Fees paid by Customer, and (ii) after the end of Subscription Services term, Customer has discontinued use of all Units of Software, for which the license has terminated. With respect to Subscription Services, during the term of the Agreement, Customer shall, at Mirantis’ request, run a script to confirm its compliance with any limits on Units, During the Agreement term and for two (2) years thereafter, Mirantis may inspect Customer’s records and facilities to verify Customer’s compliance with the Agreement during normal business hours and with at least fifteen (15) days’ notice. Any noncompliance, including unpaid Units, will be reported in writing to Customer. If the number of Units exceeds the Units for which Customer has paid the applicable Fees, Mirantis will invoice and Customer will pay for any unpaid Units within fifteen (15) days of the date of invoice. The initial term for additional Units will begin on the first date(s) on the additional Units were created or Subscription Services were first used and prorated to co-terminate with Customers then existing Units of Subscription Services.
4. Customer Responsibilities. In addition to any other Customer obligations set forth in this Agreement, where any information, cooperation or action, including obtaining or maintaining third party consents or licenses for Mirantis to use software, information, and systems, on the part of Customer or its representatives is necessary or useful to provide any of the Services, Customer or its representatives will, at Customer’s own expense, provide such information or cooperation or provide such action in a timely and professional manner. For the avoidance of doubt, Mirantis will be entitled to relief for any deficiency in providing any of the Services if such deficiency results from Customer’s failure to provide the required access, information, cooperation, or action. Customer will be responsible for the back-up of all data and software, and Mirantis will not be liable for any loss of data or software or corruption to or damage of data or software.
5. License and Ownership. (a) The Software provided by Mirantis as part of the Subscription Services are governed by license(s) contained or referenced in the Exhibit(s); (b) neither party has the right to use the other party’s marks provided that Mirantis may use Customer’s name and logo for the sole purpose of identifying Customer as a Mirantis customer; and (c) notwithstanding anything to the contrary contained in this Agreement or an Order Form, the ideas, methods, concepts, know-how, structures, techniques, inventions, developments, processes, discoveries, improvements and other information and materials developed in and during the course of any Services may be used by Mirantis, without an obligation to account (financially or otherwise), in any way Mirantis deems appropriate, including by or for itself or its customers or partners.
9. Disclaimers
9.2. Disclaimer of Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND RELATING TO THIS AGREEMENT, SOFTWARE, SERVICES OR THE USE THEREOF, INCLUDING, WITHOUT LIMITATION, ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER ARISING IN TORT, CONTRACT, OR OTHERWISE; OR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY MALFUNCTIONS, REGULATORY NON-COMPLIANCE, DELAYS, LOSS OF DATA, LOST PROFITS, LOST SAVINGS, INTERRUPTION OF SERVICE, LOSS OF BUSINESS OR ANTICIPATORY PROFITS, WHETHER OR NOT FORESEEABLE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.3. Customer agrees that the Customer’s purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Mirantis regarding future functionality or features
Mirantis, Inc.
Customer
By: By:
Name: Name:
Title: Title:
Date: Date:
Customer Name & Address:
Customer Contact:
Phone:
Email:
Effective June 3rd 2024 to June 3rd 2024
DownloadTable of Contents
1.1. Subscription Services. Subscription Services are purchased on a per unit basis or as described by Mirantis in an Order Form. “Subscription Services” means the subscription services described in the Agreement exhibits at https://www.mirantis.com/company/agreements/ or an exhibit to an Order Form (each an “Exhibit”). A “Unit” is the measurement of Software or Service, defined in an Exhibit and identified in the applicable Order Form. “Software” means the software, which includes third party open-source software, made available by Mirantis and modifications, additions, updates, upgrades, or further enhancements, provided if or when available, through the Services. “Mirantis Portal(s)” means the Mirantis websites for the download of all components of the Software and Documentation and access to the support and ticketing system, as made available by Mirantis. “Documentation” means Mirantis’ user guide(s) for the Mirantis Portal and/or Software, as may be updated from time to time, and any other guides, reference materials or other similar documentation made available to Customer in connection with the Mirantis Portal or Software.
1.2. Consulting Services. Customer and Mirantis may execute an Order Form(s) with a statement of work (“SOW”) for consulting services (“Consulting Services”). Mirantis will use commercially reasonable efforts to provide the Consulting Services as set forth in the applicable Order Form(s) or SOW(s).
1.3. Training Services. Customer may purchase “Training Services” consisting of Mirantis provided courses, exams, certifications, and other training sold and provided by Mirantis or authorized Mirantis partners. Training Services may be purchased directly from Mirantis, online, or from authorized Mirantis partners provided pursuant to this Agreement and the Training Services terms and conditions in the Exhibit for Training Services (at https://www.mirantis.com/company/agreements/).
1.4. Partners and Affiliates. Except as otherwise provided, this Agreement governs all purchases and use of the Services, which includes Mirantis Software, by Customer and its Affiliates. If Customer purchases Services through a partner, Mirantis is solely responsible for providing such Services and Software pursuant to the terms of this Agreement. Mirantis is not responsible for any additional obligations, conditions, or warranties agreed to between Customer and partner.
1.5. The parties agree that Customer Affiliate(s) may acquire Services and Software from Mirantis or Mirantis Affiliates by executing an Order Form with Mirantis or Mirantis Affiliate(s). Unless specifically authorized in the Order, each Affiliate shall enter into a separate Order for Services ordered. “Affiliate” means an entity that owns or controls (has the direct or indirect power to direct or cause the direction of management and policies of an entity), is owned or controlled by, or is under the common control or ownership with a party.
2. Fees and Expenses, Payment, & Taxes. Payment, and Taxes apply only if Customer is purchasing directly from Mirantis.
2.1. Fees and Expenses. The fees for Subscription Services, Consulting Services, and Training Services are set forth in the applicable Order Form (“Fees”). Customer agrees to pay Fee(s) for Subscription Services based on the total number of Units of Software deployed, installed; and/or Services used, as described in an Exhibit. Customer agrees to pay the applicable Fee for each Unit. Customer will reimburse Mirantis for all reasonable travel and related expenses, including transportation, lodging and meal expenses for Services provided at Customer’s site. Expenses will be determined based on Mirantis’ standard travel policy. Unless specifically set forth in this Agreement or an Exhibit, all Fees paid are non-cancelable and non-refundable.
2.2. Payment. Fees are due and payable by Customer within thirty (30) days from the date of invoice. All Fees for Subscription Services are due and payable by Customer annually and in advance of the performance or provision of the Services or access to the Software. Fees for Consulting Services and Training Services are due and payable by Customer as specified in the applicable Order Form or SOW. Unless otherwise specified in an Order Form, all payments must be made in U.S. dollars, and by credit card, wire transfer, or other prearranged payment method acceptable to Mirantis. Mirantis reserves the right to charge a late payment interest of 1.5% per month against overdue amounts, or the maximum rate permitted by law, whichever is less. In addition, Mirantis may suspend any of the Services or terminate this Agreement or the applicable Order Form if Customer is delinquent on its payment obligations for 30 days or more or otherwise breaches the Agreement. Customer will reimburse Mirantis for all costs and expenses incurred by Mirantis in connection with the collection of overdue amounts, including without limitation reasonable attorneys’ or legal fees.
2.3. Taxes. All Fees and expenses under this Agreement are exclusive of any taxes, duties, or similar charges imposed by any government, and Customer agrees to pay for all VAT, use, sales, excise, privilege, or other taxes, duties or assessments, however designated or levied, whether by national, federal, state or local governmental authorities, relating to this Agreement when such payments are due, exclusive of taxes based on Mirantis’ net income. If Customer is required by applicable law to withhold or deduct any amounts from the Fees, Customer will (a) pay any additional amounts necessary to ensure that Mirantis is in the same position as it would have been, had no deductions or withholdings been required; (b) only withhold amounts as required by law, (c) shall request all documentation required for the reduction of withholding tax, and (d) shall provide proof of payment of the withholding tax for credit relative to the applicable invoice(s). Mirantis’ failure to register for state sales tax where Customer is located shall not relieve Customer from its payment obligations under this Section 2.3. Should Mirantis be required to pay sales tax related to this Agreement, Customer shall reimburse Mirantis for such amounts promptly upon receiving Mirantis’ written request and evidence of payment.
3. Records, Reporting, and Inspections. During the term of the Agreement and for at least two (2) years thereafter, Customer will keep and maintain commercially reasonable written records and accounts regarding Customer’s use of the Subscription Services ("Records"). Customer will promptly notify Mirantis if the actual number of Units or Subscription Services used exceeds the number of Units for which Customer has paid. The notification will include the number of additional Units and the first date(s) on which either the additional Units were created, or Subscription Services were first used. Customer shall pay for such additional Units in accordance with the Agreement. Upon request, Customer shall provide written certification that (i) the number of Units equals the Fees paid by Customer, and (ii) after the end of Subscription Services term, Customer has discontinued use of all Units of Software, for which the license has terminated. With respect to Subscription Services, during the term of the Agreement, Customer shall, at Mirantis’ request, run a script to confirm its compliance with any limits on Units, During the Agreement term and for two (2) years thereafter, Mirantis may inspect Customer’s records and facilities to verify Customer’s compliance with the Agreement during normal business hours and with at least fifteen (15) days’ notice. Any noncompliance, including unpaid Units, will be reported in writing to Customer. If the number of Units exceeds the Units for which Customer has paid the applicable Fees, Mirantis will invoice and Customer will pay for any unpaid Units within fifteen (15) days of the date of invoice. The initial term for additional Units will begin on the first date(s) on the additional Units were created or Subscription Services were first used and prorated to co-terminate with Customers then existing Units of Subscription Services.
4. Customer Responsibilities. In addition to any other Customer obligations set forth in this Agreement, where any information, cooperation or action, including obtaining or maintaining third party consents or licenses for Mirantis to use software, information, and systems, on the part of Customer or its representatives is necessary or useful to provide any of the Services, Customer or its representatives will, at Customer’s own expense, provide such information or cooperation or provide such action in a timely and professional manner. For the avoidance of doubt, Mirantis will be entitled to relief for any deficiency in providing any of the Services if such deficiency results from Customer’s failure to provide the required access, information, cooperation, or action. Customer will be responsible for the back-up of all data and software, and Mirantis will not be liable for any loss of data or software or corruption to or damage of data or software.
5. License and Ownership. (a) The Software provided by Mirantis as part of the Subscription Services are governed by license(s) contained or referenced in the Exhibit(s); (b) neither party has the right to use the other party’s marks provided that Mirantis may use Customer’s name and logo for the sole purpose of identifying Customer as a Mirantis customer; and (c) notwithstanding anything to the contrary contained in this Agreement or an Order Form, the ideas, methods, concepts, know-how, structures, techniques, inventions, developments, processes, discoveries, improvements and other information and materials developed in and during the course of any Services may be used by Mirantis, without an obligation to account (financially or otherwise), in any way Mirantis deems appropriate, including by or for itself or its customers or partners.
9. Disclaimers
9.2. Disclaimer of Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND RELATING TO THIS AGREEMENT, SOFTWARE, SERVICES OR THE USE THEREOF, INCLUDING, WITHOUT LIMITATION, ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER ARISING IN TORT, CONTRACT, OR OTHERWISE; OR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY MALFUNCTIONS, REGULATORY NON-COMPLIANCE, DELAYS, LOSS OF DATA, LOST PROFITS, LOST SAVINGS, INTERRUPTION OF SERVICE, LOSS OF BUSINESS OR ANTICIPATORY PROFITS, WHETHER OR NOT FORESEEABLE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.3. Customer agrees that the Customer’s purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Mirantis regarding future functionality or features
Mirantis, Inc.
Customer
By: By:
Name: Name:
Title: Title:
Date: Date:
Customer Name & Address:
Customer Contact:
Phone:
Email:
Effective November 22nd 2023 to June 3rd 2024
DownloadTable of Contents
1. Purpose. This Agreement enables Mirantis, and its Affiliates, to provide Customer with Subscription Services, Consulting Services, and Training Services (“Services”). The Services purchased by Customer will be described in an Order Form signed by the parties, using an online store accessible through the Mirantis website, or purchased from an authorized Mirantis partner. “Order Form(s)” means each written order form(s) executed by Customer and Mirantis incorporating this Agreement and is subject to the terms and conditions herein.
1.1. Subscription Services. Subscription Services are purchased on a per unit basis or as described by Mirantis in an Order Form (“Unit”). “Subscription Services” means the subscription services described in the Agreement exhibits at https://www.mirantis.com/company/agreements/ or an exhibit to an Order Form (each an “Exhibit”). A “Unit” is the measurement of Software or Service, defined in an Exhibit and identified in the applicable Order Form. “Software” means the software, which includes third party open source software, made available by Mirantis and modifications, additions, updates, upgrades, or further enhancements, provided if or when available, through the Services. “Mirantis Portal(s)” means the Mirantis websites for the download of all components of the Software and Documentation and access to the support and ticketing system, as made available by Mirantis. “Documentation” means Mirantis’ user guide(s) for the Mirantis Portal and/or Software, as may be updated from time to time, and any other guides, reference materials or other similar documentation made available to Customer in connection with the Mirantis Portal or Software.
1.2. Consulting Services. Customer and Mirantis may execute an Order Form(s) with a statement of work (“SOW”) for consulting services (“Consulting Services”). Mirantis will use commercially reasonable efforts to provide the Consulting Services as set forth in the applicable SOW(s).
1.3. Training Services. Customer may purchase “Training Services” consisting of Mirantis provided courses, exams, certifications, and other training sold and provided by Mirantis or authorized Mirantis partners. Training Services may be purchased directly from Mirantis, online, or from authorized Mirantis partners provided pursuant to this Agreement and the Training Services terms and conditions in Exhibit B, Training Services (at https://www.mirantis.com/company/agreements/).
1.4. Partners and Affiliates. Except as otherwise provided, this Agreement governs all purchases and use of the Services, which includes Mirantis Software, by Customer. If Customer purchases Services through a partner, Mirantis is solely responsible for providing such Services and Software pursuant to the terms of this Agreement. Mirantis is not responsible for any additional obligations, conditions, or warranties agreed to between Customer and partner. The parties agree that Customer Affiliate(s) may acquire Services and Software from Mirantis or Mirantis Affiliates by entering into an Order Form with Mirantis or Mirantis Affiliate(s). “Affiliate” means an entity that owns or controls (has the direct or indirect power to direct or cause the direction of management and policies of an entity), is owned or controlled by, or is under the common control or ownership with a party.
2. Fees and Expenses, Payment, & Taxes. Payment, and Taxes apply only if Customer is purchasing directly from Mirantis.
2.1. Fees and Expenses. The fees for Subscription Services, Consulting Services, and Training Services are set forth in the applicable Order Form (“Fees”). Customer agrees to pay Fee(s) for Subscription Services based on the total number of Units of Software deployed, installed; and/or Services used, as described in an Exhibit. Customer agrees to pay the applicable Fee for each Unit. Customer will reimburse Mirantis for all reasonable travel and related expenses, including transportation, lodging and meal expenses for Services provided at Customer’s site. Expenses will be determined based on Mirantis’ standard travel policy. All Fees paid are non-refundable.
2.2. Payment. Fees are due and payable by Customer within thirty (30) days from the date of invoice. All Fees for Subscription Services are due and payable by Customer annually and in advance of the performance or provision of the Services or access to the Software. Fees for Consulting Services and Training Services are due and payable by Customer as specified in the applicable Order Form or SOW. Unless otherwise specified in an Order Form, all payments must be made in U.S. dollars, and by credit card, wire transfer, or other prearranged payment method acceptable to Mirantis. Mirantis reserves the right to charge a late payment interest of 1.5% per month against overdue amounts, or the maximum rate permitted by law, whichever is less. In addition, Mirantis may suspend any of the Services or terminate this Agreement or the applicable Order Form if (a) Customer is delinquent on its payment obligations for thirty (30) days or more or otherwise breaches the Agreement; (b) Mirantis is no longer licensed or permitted to make the Mirantis Portal or Software available due to a change in law, expiration or revocation of applicable licenses, or otherwise; or (c) Customer declares bankruptcy, is adjudicated bankrupt, or a receiver or trustee is appointed for Customer or substantially all of its assets. Without limitation of Mirantis’ other remedies, Mirantis may suspend any Services if Customer fails to pay any applicable Fees when due or otherwise breaches this Agreement.
2.3. Taxes. All Fees and expenses under this Agreement are exclusive of any taxes, duties, or similar charges imposed by any government, and Customer agrees to pay for any and all federal, state, or local sales, use, excise, privilege, or other taxes, duties or assessments, however designated or levied, relating to this Agreement, exclusive of taxes based on Mirantis’ net income. Customer agrees to gross up payments actually made to Mirantis such that Mirantis receives sums due in full and free of any withholding tax(es) or deductions Customer is required to pay.
3. Records, Reporting, and Inspections. During the term of the Agreement and for at least two (2) years thereafter, Customer will keep and maintain commercially reasonable written records and accounts regarding Customer’s use of the Subscription Services ("Records"). Customer will promptly notify Mirantis if the actual number of Units or Subscription Services used exceeds the number of Units for which Customer has paid. The notification will include the number of additional Units and the first date(s) on which either the additional Units were created or Subscription Services were first used. Customer shall pay for such additional Units in accordance with the Agreement. During the Agreement term and for two (2) years thereafter, Mirantis may inspect Customer’s records and facilities to verify Customer’s compliance with the Agreement during normal business hours and with at least fifteen (15) day’s notice. Any noncompliance, including unpaid Units, will be reported in writing to Customer. If the number of Units exceeds the Units for which Customer has paid the applicable Fees, Mirantis will invoice and Customer will pay for any unpaid Units within fifteen (15) days of the date of invoice. The initial term for additional Units will begin on the first date(s) on the additional Units were created or Subscription Services were first used and prorated to co-terminate with Customers then existing Units of Subscription Services.
4. Customer Responsibilities. In addition to any other Customer obligations set forth in this Agreement: (a) Where any information, cooperation or action, including obtaining or maintaining third party consents or licenses for Mirantis to use software, information, and systems, on the part of Customer or its representatives is necessary or useful to provide any of the Services, Customer or its representatives will, at Customer’s own expense, provide such information or cooperation or provide such action in a timely and professional manner. For the avoidance of doubt, Mirantis will be entitled to relief for any deficiency in providing any of the Services if such deficiency results from Customer’s failure to provide the required access, information, cooperation, or action. Customer will be responsible for the back-up of all data and software, and Mirantis will not be liable for any loss of data or software or corruption to or damage of data or software.
5. License and Ownership. (a) The Software provided by Mirantis as part of the Subscription Services are governed by license(s) contained or referenced in the Exhibit(s); (b) neither party has the right to use the other party’s marks provided that Mirantis may use Customer’s name and logo for the sole purpose of identifying Customer as a Mirantis customer; and (c) notwithstanding anything to the contrary contained in this Agreement or an Order Form, the ideas, methods, concepts, know-how, structures, techniques, inventions, developments, processes, discoveries, improvements and other information and materials developed in and during the course of any Services may be used by Mirantis, without an obligation to account (financially or otherwise), in any way Mirantis deems appropriate, including by or for itself or its customers or partners.
9.1. Disclaimer of Warranty. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7, THE SERVICES AND SOFTWARE ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. MIRANTIS DOES NOT GUARANTEE OR WARRANT THAT THE USE OF THE SERVICES OR SOFTWARE WILL BE UNINTERRUPTED, COMPLY WITH REGULATORY REQUIREMENTS, BE ERROR FREE OR THAT MIRANTIS WILL CORRECT ALL SOFTWARE ERRORS. FOR THE BREACH OF THE WARRANTIES SET FORTH IN THIS SECTION CUSTOMER'S EXCLUSIVE REMEDY, AND MIRANTIS’ ENTIRE LIABILITY, WILL BE THE REPERFORMANCE OF DEFICIENT SERVICES, OR IF MIRANTIS CANNOT SUBSTANTIALLY CORRECT A BREACH IN A COMMERCIALLY REASONABLE MANNER, CUSTOMER MAY TERMINATE THE RELEVANT SERVICES AND RECEIVE A PRO-RATA REFUND OF THE FEES PAID FOR THE DEFICIENT SERVICES AS OF THE EFFECTIVE DATE OF TERMINATION. Without limiting the generality of the foregoing disclaimer, Customer acknowledges that the Software and Services are not specifically designed, manufactured or intended for use in any life support systems; planning, construction, maintenance, control, or direct operation of nuclear facilities; or navigation, control or communication systems, or weapons systems.
9.2. Disclaimer of Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND RELATING TO THIS AGREEMENT, SOFTWARE, SERVICES OR THE USE THEREOF, INCLUDING, WITHOUT LIMITATION, ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER ARISING IN TORT, CONTRACT, OR OTHERWISE; OR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY MALFUNCTIONS, REGULATORY NON-COMPLIANCE, DELAYS, LOSS OF DATA, LOST PROFITS, LOST SAVINGS, INTERRUPTION OF SERVICE, LOSS OF BUSINESS OR ANTICIPATORY PROFITS, WHETHER OR NOT FORESEEABLE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. Limitation of Liability. EXCEPT FOR CUSTOMER’S PAYMENT OBLIGATION, IN NO EVENT WILL EITHER PARTY’S CUMULATIVE AND AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY UNDER THE APPLICABLE ORDER FORM. THE LIMITATIONS HEREIN WILL REMAIN IN FULL FORCE AND EFFECT, REGARDLESS OF WHETHER EITHER PARTY’S REMEDIES HEREUNDER ARE DETERMINED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
11. Mirantis Assurance
11.1. Terms of Eligibility. As conditions precedent to Mirantis’ obligations under this Section, Customer must: (i) be current in the payment of all fees at the time the Claim (as defined below) is brought; (ii) not be in litigation with, or in receipt of alleged infringement from, a party against whom relief is sought when purchasing Subscription Services; (iii) notify Mirantis promptly, but in no event later than ten (10) days of receipt of any Claim for which relief is sought under this Section; (iv) allow Mirantis to solely control and conduct the defense of the Claim with counsel of its choice and to settle any such Claim at Mirantis’ sole discretion; (v) provide reasonable cooperation with Mirantis in the defense of the Claim; and (vi) has complied with the terms of the Agreement and this Section. For the purposes of this Section 11, “Covered Software” means the Mirantis Hardened Packages, as defined in an Exhibit, available for download through the Mirantis Portal.
11.2. Assurances. If an unaffiliated third party initiates a legal action against Customer alleging that Customer’s use of Covered Software during the term of active fully-paid Subscription Service(s) directly infringes a third party’s copyrights, patents or trademarks, or trade secret rights (“Third Party Rights”) (such action, a “Claim”), then: (a) subject to the terms of this Section, Mirantis will (i) defend Customer from such Claim, and (ii) pay all costs, damages and expenses (including reasonable attorneys’ fees and court costs) that are finally awarded or paid as part of a settlement that are attributable to Customer's use of the Covered Software; and (b) if Customer’s use of Covered Software is found by a court to infringe Third Party Rights (or if Mirantis reasonably believes that such a finding is likely), then Mirantis will, at its expense and option: (i) obtain the rights necessary for Customer to continue to use the Covered Software; (ii) modify the Covered Software so that it is non-infringing; or (iii) replace the allegedly infringing portion of the Covered Software with non-infringing code of similar functionality; provided that if none of the foregoing options (i-iii) is commercially reasonable in Mirantis’ discretion, then Mirantis may terminate the Agreement without further liability, and Mirantis will refund Customer all Fees paid by Customer related to Subscription Services during the twelve (12) month period prior to the Claim is brought. Mirantis will have no obligation to Customer under this Agreement with respect to any Claims based upon: (i) a modification of Covered Software made by Customer (other than at Mirantis’ written direction); (ii) Mirantis’ compliance with any designs, specifications or instructions provided by Customer; (iii) use of the Covered Software in combination with products, data, or services not provided by Mirantis, if the infringement or misappropriation would not have occurred without such combination unless such Covered Software has no substantial non-infringing use except in such combination; (iv) use of any release of the Covered Software if, as of the date of a Claim or threatened Claim, the infringement or misappropriation would not have occurred through use of a more recent release of the Covered Software; (v) use by Customer after notice by Mirantis to discontinue use of all or a portion of the Covered Software; (vi) distribution of the Covered Software not authorized by Mirantis in writing, or (v) a counter-claim brought against Customer in response to litigation initiated by Customer.
12. General Provisions
12.1. Assignment. Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, which shall not be unreasonably withheld; provided that either party may assign this Agreement or rights granted hereunder without the consent of the other party (i) to its Affiliate, and (ii) the transfer of this Agreement or rights granted hereunder to a successor entity in the event of a merger, corporate reorganization, or acquisition of all or substantially all the assets of a party. In no event shall the Agreement be transferred or assigned to a direct competitor of the other party. Any attempted assignment or transfer in violation of this Section 12.1 shall be null and void.
12.2. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California, without reference to its conflicts of law provisions. Any dispute regarding this Agreement will be subject to the exclusive jurisdiction of the state courts in and for Santa Clara County, California, U.S.A. (or, if there is federal jurisdiction, the United States District Court for the Northern District of California). This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is hereby expressly excluded. The Uniform Computer Information Transactions Act (UCITA) or any similar laws or regulations do not apply to this Agreement. Any claim or action, regardless of form, arising out of this Agreement or an Order Form will be made against Mirantis, Inc. alone.
12.3. Export. Any and all materials provided to Customer under this Agreement, including technical data relating thereto, may be subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and sanctions control regimes of the United States and may be subject to export or import laws or regulations in other countries. Customer represents, warrants and covenants that it (i) is not a prohibited party identified on any government export exclusion lists or a member of a government of any other export-prohibited countries pursuant to applicable export and import laws and regulations, (ii) will not transfer software, technology, and other technical data to export-prohibited parties or countries otherwise in violation of U.S. or other applicable export or import laws, or use the Mirantis Portal, Software or any other Mirantis products or documentation for military, nuclear, missile, chemical or biological weaponry end uses in violation of U.S. export laws. Additionally, each Party agrees that it will not engage in any illegal, unfair, deceptive, or unethical business practices whatsoever, including, but not limited to, any act that would constitute a violation of the U.S. Foreign Corrupt Practices Act, U.K. Bribery Act, or other similar anti-corruption laws.
12.4. Global Coverage. Customer agrees to allow Mirantis and its Affiliates to store and use information provided by Customer, including names, business phone numbers, and business e-mail addresses anywhere Mirantis does business that will be used only in connection with Mirantis’ business relationship with Customer, and may be transferred worldwide between Mirantis, its Affiliates, subcontractors, partners, and assignees for uses consistent with Mirantis’ business relationship with Customer. Except for the foregoing, Customer’s use of, and Mirantis providing the Services does not require Customer to provide, disclose or give access to Mirantis any personal information (e.g. Personally Identifiable Information) or similarly protected sensitive data or personal data to Mirantis (collectively, “Customer Information”). Customer agrees to take all reasonable steps to avoid disclosure of Customer Information to Mirantis which may include preventing access to Customer Information; and that it is solely liable for all Customer Information obligations, including without limitation, confidentiality and data protection and privacy obligations and restrictions, imposed by applicable law, regulation or court order. If disclosed, Customer warrants that it has obtained all the relevant consents to disclose Customer Information. If disclosed, Customer will promptly notify Mirantis of any disclosure of Customer Information to Mirantis and, excepted from Sections 9.2 and 10, will defend, indemnify and hold Mirantis harmless from and against any claims arising out of Customer's breach of this Section 12.4.
12.5. Waiver. The waiver or failure of Mirantis to exercise in any respect any right provided for in this Agreement will not be deemed a waiver of any further right under this Agreement.
12.6. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable because it is invalid or in conflict with any law of any relevant jurisdiction, the validity of the remaining provisions will not be affected, and the rights and obligations of the parties will be construed and enforced as if this Agreement did not contain the particular provisions held to be unenforceable.
12.7. Integration; Amendment. This Agreement, including each Order Form, sets forth the entire agreement between Customer and Mirantis relating to the subject matter hereof and supersedes all prior or contemporaneous oral or written communications, proposals, and representations relating to the subject matter hereof. In the event of any conflict or inconsistency between the provisions in the body of this Agreement, any Order Form and the Exhibits, the terms will be interpreted in the following order: (a) Order Form, (b) Exhibit, and (c) the Agreement which prevails over any conflicting or additional terms of any quote, order, purchase order, acknowledgment or similar communication between the parties prior to or during the term of this Agreement. This Agreement may not be modified except pursuant to a written agreement signed by a duly authorized representative of each party.
12.8. Notices. Notices to Mirantis will be sent to the address set forth at the top of this Agreement (or as later designated in writing by Mirantis) to Mirantis Finance with a copy to Mirantis Legal, and notices to Customer will be sent to the address provided below or to such other addresses as it may give Mirantis in accordance with this Section.
12.9. Independent Contractor Relationship. The parties are independent contractors. No provision of this Agreement creates an association, trust, partnership, or joint venture or imposes fiduciary duties, obligations, or liability between Customer and Mirantis. Neither party will have any rights, power, or authority to act or create an obligation, express or implied, on behalf of another party except as specified in this Agreement.
12.10. Force Majeure. Neither party will be liable to the other for any failure to perform any of its obligations (except payment obligations) under this Agreement during any period in which the performance is delayed by circumstances beyond its reasonable control, such as systemic, electrical, telecommunications, or other utility failures, earthquake, storms, fire, flood or other elements of nature, embargo, strike, riot, terrorism, change in law or policy, or the intervention of any governmental authority.
12.11. U.S. Government End Users. The Services, Software, and Documentation are "Commercial items," "Commercial computer software" and "Computer software documentation" as defined by the Federal Acquisition Regulations (“FAR”) and Defense Federal Acquisition Regulations Supplement (“DFARS”). Pursuant to FAR 12.211, FAR 12.212, DFARS, 227.7202-1 through 227.7202-4, and their successors, the U.S. Government acquires the Services, Software, and Documentation to the terms of this Agreement.
12.12. Counterparts. This Agreement may be executed (including, without limitation, by e-signature) in one or more counterparts, with the same effect as if the parties had signed the same document. Each counterpart so executed shall be deemed to be an original, and all such counterparts shall be construed together and shall constitute one Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.
Mirantis, Inc.
Customer
By: By:
Name: Name:
Title: Title:
Date: Date:
Customer Name & Address:
Customer Contact:
Phone:
Email:
Exhibit for Mirantis Cloud Native Platform Subscription Services
Effective November 22nd 2023
DownloadTable of Contents
- Mirantis Subscription Services. Mirantis Subscription Services include access to Mirantis Software and Mirantis Support with the Level and Response purchased by Customer on a per Unit basis as described in Table 1, Mirantis Software and Units, for a defined term. In this Exhibit, Mirantis Software means “Mirantis Cloud Native Platform Software” consisting of Licensed Software and Open Source Software. “Licensed Software” means the software identified on an Order Form (other than Open Source Software) and licensed to Customer pursuant to the terms of this Exhibit and the Agreement or other licensed software from Mirantis that is identified on the Order Form (excluding any Open Source Software included therein). “Open Source Software” are open source and other software programs originating from third parties that are provided to Customer under the applicable license agreement, which is in the source code of the software component (“Open Source License”) (e.g. Ceph, OpenContrail).
Table 1, Mirantis Software and Units
Mirantis Software | Units |
Mirantis Container Cloud | Container Cloud Instance “Container Cloud Instance” means a single deployment of the Mirantis Container Cloud Software, and references the Mirantis Container Cloud Software Management Cluster, that manages separately purchased Units of Software Subscription Services. “Management Cluster” means the group of Nodes or virtual machines that host the management tooling and processes. “Node” means a virtual machine or computer system with a single motherboard (i.e. “bare metal” node) on which all or a portion of the Mirantis Software is installed or executed or is managed by a component of the Mirantis Software. “Child Cluster” means clusters that are deployed and/or managed by the Mirantis Container Cloud Software. |
Mirantis Kubernetes Engine | CPU Core or Node “CPU Core” means the individual processing unit within a multi-core CPU. |
Mirantis Container Runtime | Core or Node |
Mirantis Secure Registry | Cluster “Cluster” means a discrete application instance providing services behind a single API. |
Add-on Subscription Service | Unit | Base Subscription |
Ceph1 | Ceph OSD Node “Ceph OSD Node” means Kubernetes Node that contains a Ceph cluster OSD container. | Mirantis Container Cloud |
Stacklight | Child Cluster | Mirantis Container Cloud (OpsCare or OpsCare Plus) |
Mirantis Software | Maintenance Lifecycle |
Mirantis Container Cloud | Continuous with active Subscription Services |
Mirantis Kubernetes Engine | https://docs.mirantis.com/mke/3.5/compat- matrix/maintenance-lifecycle.html#mirantis- kubernetes-engine-mke |
Mirantis Container Runtime | https://docs.mirantis.com/mcr/20.10/compat- matrix/maintenance-lifecycle.html#mirantis- container-runtime-mcr |
Mirantis Secure Registry | https://docs.mirantis.com/msr/3.0/compat- matrix/maintenance-lifecycle.html#mirantis- secure-registry-msr |
LabCare | OpsCare | OpsCare Plus | ||||
Support Hours | 9 a.m. - 5 pm., Monday - Friday1 | 24 hours x 7 days a week | 24 hours x 7 days a week | |||
# of customer contacts | 3 | 10 | 10 | |||
# of incidents | Unlimited | Unlimited | Unlimited | |||
Monitoring | No | Yes | Yes | |||
Service Level Assurance | No | Yes | Yes | |||
Customer Success Manager | No | Aligned | Aligned | |||
3rd Party Issues | No | Contact for assistance | Contact for assistance | |||
Access to new versions | Yes | Yes | Yes | |||
Response Guidelines | Initial Response1 | Status Updates | Initial Response | Status Updates | Initial Response | Status Updates |
Severity 1 (Critical Impact)– A Severity 1 Issue occurs when there is a continued system outage for production systems. The system is down and non-functional due to the problem and no procedural workaround exists. | None | None | 30 min | 1 hour | 15 min | 1 hour |
Severity 2 (High Impact)– A Severity 2 Issue occurs when there is a sporadic system outage or a problem that is consistently encountered with significant impact to functionality. | 4 hours | 4 hours | 2 hours | 4 hours | 1 hour | 4 hours |
Severity 3 (Medium Impact) – A Severity 3 Issue occurs when there is a problem that affects the functionality or features of Customer’s Mirantis Software environment but there is no impact to critical functionality. | 8 hours | 3 days | 4 hours | 2 days | 2 hours | 2 days |
Severity 4 (Low Impact) – A Severity 4 Issue occurs when there is a problem that leads to minor loss of functionality or where affects the functionality of a particular feature of the system. Severity 4 Issues may also include information requests, feature requests and cosmetic fixes. | 8 hours | 4 days | 8 hours | 4 days | 8 hours | 3 days |
- Assist with the development and maintenance of Customer plans that outline the critical factors, metrics, potential issues, and action plans;
- Coordinate monthly operations reviews;
- Establish meetings with Mirantis product team personnel to review status and action plans for open cases, on an if and when available basis;
- Be the Customer's single point of contact for support services, to help drive critical issue management, escalation and resolution;
- Coordinate access to the community and Mirantis product team. Communicate Customer’s position(s) for inclusion in future Kubernetes and/or OpenStack software/product releases, if relevant and as necessary;
- Provide guidance in Mirantis Software life cycle planning and coordinate impact analysis and approval of change requests; and
- Inform Customer on key new features/fixes and assist with planning for new releases of Mirantis Software.
The Customer Success Manager is available during Business Hours (9:00 a.m. through 5:00 p.m. Monday-Friday) in the time zone in which the control plane is installed or the primary location of usage if installed in multiple time zones.
Monthly Availability | Credit Percentage |
< 99.9% | 5% |
- Credit(s) requested after the Credit Period will be forfeited;
- Notwithstanding anything to the contrary, the maximum total Credit for each month shall not exceed 5% of 1/12th Customer's annual OpsCare Subscription Services Fees paid for the affected Mirantis Software cloud;
- If unused, Credits expire 12 months after earned; and
- Credits are Customer’s sole and exclusive remedy for Control Plane API unavailability and any Mirantis Software OpsCare Subscription Services issues.
- System hardware (for Mirantis Software) and software configuration, including precise product version numbers and release configuration information;
- Symptoms of the problem, including end user impact;
- Steps taken to reproduce the problem;
- Conditions under which the problem can be reproduced;
- Any attempts at resolution or progress that has been made toward resolution;
- Any workarounds that exist to reduce the severity of the problem;
- The suspected root cause of the problem;
- Customer’s assessment of the impact caused by the Issue on Customer’s environment;
- Customer’s diagnostics information (e.g. log files); and
- Customer selected “Severity” when submitting a support ticket to Mirantis. Following the submission, Mirantis and Customer may reclassify the severity level depending upon the impact of the Issue experienced by Customer.
Attachment 1 for OpsCare Plus
Effective November 22nd 2023
DownloadTable of Contents
- OpsCare Plus. OpsCare Plus includes access to Operational Onboarding and Operational Services under Cloud Operations Services.
- Cloud Operations Services
Activities | Description |
Operational Readiness |
|
Customer Orientation |
|
Handover | The transition from a Mirantis Software deployment to Operational Services which includes:
|
Cloud Review | For a deployed Mirantis Software cloud:
|
Activities | Operational Activities Description |
Mirantis Software Monitoring | Mirantis Software logging, monitoring and alerting for Mirantis Software cloud services which is dependent on cloud type (i.e., Mirantis Cloud Native Platform Software or Mirantis OpenStack (e.g., Mirantis Container Runtime, Mirantis Kubernetes Engine, and Mirantis Secure Registry or Nova, Keystone, Cinder, Glance, Horizon, and Heat) API’s; and, depending on components (devices Central Processing Unit (“CPU”), disk, memory, I/O and processes, etc.) using Mirantis OSS toolchain. Includes Mirantis Software anomaly and fault detection, Mirantis Software services events and logs correlation, and time series metrics collection and aggregation. |
Environment events, Incident & problem management | Manage Mirantis Software environment orchestration events, alerts, and tickets in Mirantis Portal using Incident management and problem management procedures for Mirantis Software cloud services which is dependent on cloud type, i.e. Mirantis Cloud Native Platform Software or Mirantis OpenStack (e.g., Mirantis Container Runtime, Mirantis Kubernetes Engine, and Mirantis Secure Registry or Nova, Keystone, Cinder, Glance, Horizon, and Heat). |
Software Configuration & Deployment Management | Manage Mirantis Software maintenance updates planning, tests and execution, operating system patches, and Mirantis Software configuration changes described in Section 2.2.2.2 |
Mirantis Software Upgrade | Upgrade planning and reviews to identify updates, dependent on cloud type (i.e. Mirantis Cloud Native Platform Software or DriveTrain-based) including at least 1 upgrade to the Mirantis Cloud Native Platform Software, OpenStack, or Kubernetes software once per 12-month Subscription Services term. Note: Mirantis Software Upgrade(s) are non-disruptive but may require multiple maintenance windows. |
Monthly Reporting | Overview of the Operational Services Activities including information such as:
|
- Service Requests. A service request is a support request that may require changes to Customer’s system(s) or Mirantis Software configuration. Request to modify or change Mirantis Software code relating to feature enhancement or new functionality are not included in the scope of the Operational Services.
- Change Management. Mirantis provides the controlled identification and implementation of changes with the Customer’s Mirantis Software environment within the scope of Operational Services as described directly below (each a “Change” or together, “Changes”). Changes are further defined as follows:
Changes | Description |
Standard Change | Pre-authorized changes that are low risk, relatively common, and involve changes to OSS tooling monitoring, and alerting. |
Normal Change | Planned changes to infrastructure supporting the service (disruptive or non-disruptive). For example, Mirantis Software maintenance updates, cloud platform patches, and host Operating System patches. A Normal Change follows the defined steps of this standard Change Management process. |
Emergency Change | Changes that must be introduced as soon as possible outside of the approved maintenance schedule. This type of change may be necessary to reduce risk of potential service interruption or to address a Severity 1 Incident. |
Unless a Change is identified by Mirantis as an Emergency Change, all changes will be available during the approved maintenance windows, which are defined during Operational Onboarding and documented in the Cloud Orientation Document.
- Assist with the development and maintenance of Customer plans that outline the critical factors, metrics, potential issues, and action plans;
- Coordinate monthly operations reviews;
- Establish meetings with Mirantis product team personnel to review status and action plans for open cases, on an if and when available basis;
- Be the Customer's single point of contact for support services, to help drive critical issue management, escalation and resolution;
- Coordinate access to the community and Mirantis product team. Communicate Customer’s position(s) for inclusion in future Kubernetes and/or OpenStack software/product releases, if relevant and as necessary;
- Provide guidance in Mirantis Software life cycle planning and coordinate impact analysis and approval of change requests; and
- Inform Customer on key new features/fixes and assist with planning for new releases of Mirantis Software.
QoS States | Description |
Down | One or several primary functions of a service have failed. Meaning, the OpenStack and/or Mirantis Cloud Native Platform and/or Kubernetes service is no longer accessible. |
Critical | One or several primary functions of an OpenStack and/or Mirantis Cloud Native Platform and/or Kubernetes service are in critical state, meaning that the QoS can be severely degraded. It can also be indicative of a critical condition that must be immediately addressed. |
Warning | One or several primary functions of an OpenStack and/or Mirantis Cloud Native Platform and/or Kubernetes service are slightly degraded meaning that the QoS can be slightly degraded. It can also be indicative of an anomaly that should be addressed. |
Unknown | There is not enough data to infer an opinion about the availability state of an OpenStack and/or Mirantis Cloud Native Platform and/or Kubernetes service. |
Okay | None of the above. |
- OpsCare Plus Service Level Assurance
Monthly Availability | Multi-Region Credit Percentage | Single-Region Credit Percentage |
100% - 99.99% | None | None |
< 99.99% - 99.9% | 10% | None |
< 99.9% - 99% | 20% | 15% |
< 99% | 30% | 30% |
- Customer shall request application of Credit(s) within thirty (30) days of the Monthly Reporting (“Credit Period”);
- Credit(s) requested after the Credit Period will be forfeited;
- Notwithstanding anything to the contrary, the maximum total Credit for each month shall not exceed 30% of 1/12th Customer's annual OpsCare Subscription Services Fees paid for the affected Mirantis Software cloud t; and
- Credits are Customer’s sole and exclusive remedy for Control Plane API unavailability and any Mirantis Software OpsCare Plus Subscription Services issues.
- OpsCare Plus Assumptions and Customer Responsibilities. The following are assumptions and Customer responsibilities for OpsCare Plus.Should Customer not be able to carry out any Customer responsibility or obligation or should any assumption set out or referenced in this Attachment 1 prove to be invalid, Mirantis will not be able to provide OpsCare Plus Subscription Services as described herein and will be entitled to appropriate relief including, but not limited to, adjusting response times of applicable services, adjusting the timing of providing any services, charging Customer of a time & materials basis.
- 3rd party support agreement points of contact, including contact information, with whom Mirantis will coordinate to provide OpsCare Plus Subscription Services, and other associated operational and support details for such 3rd party support;
- Customer points of contact, including contact information, for critical issues and emergency maintenance approval; and
- Approval for Changes as follows:
Change | Recommended | Required |
Standard | Daily | Weekly |
Planned, non-disruptive | Daily | Weekly |
Planned, disruptive | Weekly | Monthly |
- Datacenter and Facilities Management. Manage physical access, redundancy (e.g., UPS, generators), climate control, fire suppression, and all other environmental controls. Manage “data center remote-hands”.
- Hardware Support and Parts Replacement. Manage and support infrastructure hardware, parts replacements, and/or hardware manufacturer/reseller communications. These Customer activities are required and should be carefully coordinated with the Operational Service team.
- Network Underlay Management. Administer and monitor all underlay networking devices, access to the internet and associated services (e.g. core, distribution and access networks, firewalls, load balancers, access policies, access control lists, and VPN access gateways).
- Tenants Support & Tenants Administration. Management of tenants, tenant user accounts, tenant images, volumes, instances etc. These administrative tasks are performed through OpenStack and/or Mirantis Cloud Native Platform and/or Kubernetes Graphical User Interface or the appropriate API services for Mirantis Software. These are the responsibility of Customer’s administration team or Customer tenant administrators.
- Workloads Management. Manage workloads, deployments, setups, administration, monitoring, performance, availability, backup, and/or recovery.
- Information Security and Risk Management. Perform internal and external security scans, analysis and penetration testing on cloud platform, cloud applications, and cloud infrastructure. Manage information security risks and audits.
- Customer Premises, Equipment, & Devices
- Equipment and installation must meet the following criteria prior to any deployment of Mirantis Software:
- Hardware devices must be supported on the Canonical Ubuntu HCL;
- Hardware “bill of materials” or BoMs must meet minimum criteria on the Mirantis Standard Configuration for Subscription Services and OpsCare Plus at https://docs.mirantis.com; and
- Deployment of the Hardware infrastructure must meet criteria specified in infrastructure readiness checklist
- The management and support of the physical devices and underlay network remains the responsibility of the Customer or the Customer infrastructure service provider. These infrastructure support operations are tightly coordinated with Operational Services through disciplined Change Management. Device operations are subject to the operating characteristics of the device and the infrastructure service provider support agreement (e.g., SLA and parts replacement policy). Mirantis deploys control plane services in a redundant configuration to help maintain high availability. Mirantis will work with the Customer’s IT Operations or the Customer infrastructure service provider to identify failed hardware components and help remediate impact on cloud services.
- Mirantis will use commercially reasonable efforts to maintain services availability of the cloud infrastructure components. If a hardware device is not operating properly Mirantis will engage with the Customer infrastructure service provider contact to assist with Cloud Operations Services related to the device replacement within a commercially reasonable time period. Customer is responsible for managing and maintaining all support and service agreements for such devices. Since control plane is setup in HA, Customer will, under normal circumstances, be able to operate during a control plane partial failure without affecting overall infrastructure services. In the event of multiple device failures, Mirantis will endeavor to maintain cloud services but cannot guarantee that the cloud services will be available, depending on the failure scenario.
Exhibit for Mirantis OpenStack for Kubernetes
Effective November 22nd 2023
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Table 1, Mirantis Software and Units
Software | Unit |
Mirantis OpenStack for Kubernetes | “Node” means a virtual machine or computer system with a single motherboard (i.e. “bare metal” node) on which all or a portion of the Mirantis Software is installed or executed or is managed by a component of the Mirantis Software. |
Mirantis will use commercially reasonable efforts to provide Customer with the Mirantis Support Level and Response for the Configurations, Packages, and Release Support described below when a Customer submits a proper support ticket for any outage, failure, issue, or problem with the Software (each, an “Issue”). Any unauthorized use of Subscription Services is a material breach, such as (a) only purchasing or renewing Units based on some, but not all, of the total number of Units, (b) providing any of the Subscription Services to third parties, or (c) using Subscription Services to support or maintain any software without purchasing Subscription Services for each Unit of such software.
Table 2, Add on Subscription Services
Add-on Subscription Service | Unit | Base Subscription |
Ceph1 | Ceph OSD Node “Ceph OSD Node” means Kubernetes Node that contains a Ceph cluster OSD container. | Mirantis OpenStack for Kubernetes |
Stacklight | Mirantis OpenStack for Kubernetes cluster | Mirantis OpenStack for Kubernetes (OpsCare or OpsCare Plus) |
Note 1: Ceph, LabCare is limited to 150 TB
Table 4.4, Release Support
Full Support | Limited Support | |
Issue support | Yes | Yes |
Mirantis Portal access | Yes | Yes |
Yes | Yes1 | |
Software updates | Yes | Discretionary |
New deployment coverage | Yes | Yes4 |
Note 1: Bug fixes for Limited Support will be limited to issues that are critical only and do not have a clear workaround.
Note 2: Only when approved by Mirantis product management and engineering in writing.
Note 3: New deployments within 180 days of the end of Limited Support period must be approved by Mirantis.
Table 4.5, Levels and Response
LabCare | OpsCare | OpsCare Plus | ||||
Support Hours | 9 a.m. - 5 pm., Monday - Friday1 | 24 hours x | 24 hours x | |||
# of customer contacts | 3 | 10 | 10 | |||
# of incidents | Unlimited | Unlimited | Unlimited | |||
Monitoring | No | Yes | Yes | |||
Service Level Assurance | No | Yes | Yes | |||
Customer Success Manager | No | Aligned | Aligned | |||
3rd Party Issues | No | Contact for assistance | Contact for assistance | |||
Access to new versions | Yes | Yes | Yes | |||
| ||||||
Response Guidelines | Initial Response1 | Status Updates | Initial Response | Status Updates | Initial Response | Status Updates |
Severity 1 (Critical Impact)– A Severity 1 Issue occurs when there is a continued system outage for production systems. The system is down and non-functional due to the problem and no procedural workaround exists. | None | None | 30 min | 1 hour | 15 min | 1 hour |
Severity 2 (High Impact)– A Severity 2 Issue occurs when there is a sporadic system outage or a problem that is consistently encountered with significant impact to functionality. | 4 hours | 4 hours | 2 hours | 4 hours | 1 hour | 4 hours |
Severity 3 (Medium Impact) – A Severity 3 Issue occurs when there is a problem that affects the functionality or features of Customer’s Mirantis Software environment but there is no impact to critical functionality. | 8 hours | 3 days | 4 hours | 2 days | 2 hours | 2 days |
Severity 4 (Low Impact) – A Severity 4 Issue occurs when there is a problem that leads to minor loss of functionality or where affects the functionality of a particular feature of the system. Severity 4 Issues may also include information requests, feature requests and cosmetic fixes. | 8 hours | 4 days | 8 hours | 4 days | 8 hours | 3 days |
Note 1: LabCare Support Hours in the time zone in which the Mirantis Software control plane is installed or the primary location of usage if installed in multiple time zones.
- Assist with the development and maintenance of Customer plans that outline the critical factors, metrics, potential issues, and action plans;
- Coordinate monthly operations reviews;
- Establish meetings with Mirantis product team personnel to review status and action plans for open cases, on an if and when available basis;
- Be the Customer's single point of contact for support services, to help drive critical issue management, escalation and resolution;
- Coordinate access to the community and Mirantis product team. Communicate Customer’s position(s) for inclusion in future Kubernetes and/or OpenStack software/product releases, if relevant and as necessary;
- Provide guidance in Mirantis Software life cycle planning and coordinate impact analysis and approval of change requests; and
- Inform Customer on key new features/fixes and assist with planning for new releases of Mirantis Software.
The Customer Success Manager is available during Business Hours (9:00 a.m. through 5:00 p.m. Monday-Friday) in the time zone in which the control plane is installed or the primary location of usage if installed in multiple time zones. Table
Table 4.8.2 Monthly Availability
Monthly Availability | Credit Percentage |
< 99.9% | 5% |
Note: In addition to OpsCare Assumptions and Customer Responsibilities, requirements for Credit(s) eligibility are as follows: (a) Customer is responsible for datacenter facilities, hardware, network underlay management and network monitoring, and related 3rd party software management and operations such as 3rd party Software Defined Network not defined in the Standard Configuration, or 3rd party Storage solutions not defined in the Standard Configuration; (b) Customer is responsible for underlying software failures; and (c) Customer shall purchase 24 x 7 / 365 support, facilitate data center remote-hands, and parts replacement for all hardware and 3rd party software components on which the Mirantis Software cloud depend and that are not provided with OpsCare.
- Credit(s) requested after the Credit Period will be forfeited;
- Notwithstanding anything to the contrary, the maximum total Credit for each month shall not exceed 5% of 1/12th Customer's annual OpsCare Subscription Services Fees paid for the affected Mirantis Software cloud;
- If unused, Credits expire 12 months after earned; and
- Credits are Customer’s sole and exclusive remedy for Control Plane API unavailability and any Mirantis Software OpsCare Subscription Services issues.
● System hardware (for Mirantis Software) and software configuration, including precise product version numbers and release configuration information;
● Symptoms of the problem, including end user impact;
● Steps taken to reproduce the problem;
● Conditions under which the problem can be reproduced;
● Any attempts at resolution or progress that has been made toward resolution;
● Any workarounds that exist to reduce the severity of the problem;
● The suspected root cause of the problem;
● Customer’s assessment of the impact caused by the Issue on Customer’s environment;
● Customer’s diagnostics information (e.g. log files); and
● Customer selected “Severity” when submitting a support ticket to Mirantis. Following the submission, Mirantis and Customer may reclassify the severity level depending upon the impact of the Issue experienced by Customer.
Support ticket submissions that are missing any of the critical elements described above will limit the ability of Mirantis to assist in the prompt resolution of an Issue. If relevant information is not provided, Mirantis will inform Customer of what specific information is needed before any work will commence on the Issue.
Exhibit for Training Services
Effective November 22nd 2023
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Mirantis End User Subscription Agreement (Azure Marketplace)
Effective November 22nd 2023
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This End User Subscription Agreement, including exhibits (“Agreement”) is entered into by and between Mirantis, Inc., a Delaware corporation, with offices at 900 E. Hamilton Ave., Suite 650, Campbell, CA 95008, USA (“Mirantis”), and the purchaser of Mirantis Subscription Services who has accepted the Agreement or is identified in the signature block below (“Customer”). The effective date of the Agreement shall be the earlier of the date Customer uses the Software or Subscription Services, or date of last signature (“Effective Date”).
9.1. Disclaimer of Warranty. WITHOUT LIMITATION TO MIRANTIS OBLIGATION UNDER THE RESPECTIVE EXHIBIT(S) AND EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8, THE SUBSCRIPTION SERVICES AND SOFTWARE ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. MIRANTIS DOES NOT GUARANTEE OR WARRANT THAT THE USE OF THE SUBSCRIPTION SERVICES OR SOFTWARE WILL BE UNINTERRUPTED, COMPLY WITH REGULATORY REQUIREMENTS, BE ERROR FREE OR THAT MIRANTIS WILL CORRECT ALL SOFTWARE ERRORS. FOR THE BREACH OF THE WARRANTIES SET FORTH IN THIS SECTION CUSTOMER'S EXCLUSIVE REMEDY, AND MIRANTIS’ ENTIRE LIABILITY, WILL BE THE REPERFORMANCE OF DEFICIENT SUBSCRIPTION SERVICES, OR IF MIRANTIS CANNOT SUBSTANTIALLY CORRECT A BREACH IN A COMMERCIALLY REASONABLE MANNER, CUSTOMER MAY TERMINATE THE RELEVANT SUBSCRIPTION SERVICES AND RECEIVE A PRO-RATA REFUND OF THE FEES PAID FOR THE DEFICIENT SUBSCRIPTION SERVICES AS OF THE EFFECTIVE DATE OF TERMINATION. Without limiting the generality of the foregoing disclaimer, Customer acknowledges that the Software and Subscription Services are not specifically designed, manufactured or intended for use in any life support systems; planning, construction, maintenance, control, or direct operation of nuclear facilities; or navigation, control or communication systems, or weapons systems.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.
Mirantis, Inc. |
By: |
Name: |
Title: |
Date: |
Customer |
By: |
Name: |
Title: |
Date: |
Customer Name & Address |
Customer Point of Contact: |
Name: |
Phone: |
Email: |
Exhibit for Lens IDE DevCare Subscription Services
Effective November 22nd 2023
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Table 1, Mirantis Software and Units
Mirantis Software | Units |
Lens IDE | “Seat” means a single named natural person having access to the Mirantis Support. or “Site” means a bundle of 200 Seats at the Customer’s physical address identified in the Order Form. |
Mirantis will use commercially reasonable efforts to provide Customer with the Mirantis Support Level and Response as described below when a Customer submits a proper support ticket for any outage, failure, issue, or problem with Mirantis Software (each, an “Issue”). Any unauthorized use of Subscription Services is a material breach, such as (a) only purchasing or renewing Units based on some, but not all, of the total number of Units, (b) using Lens IDE in violation of the Lens IDE EULA, (c) providing any of the Subscription Services to third parties, (d) using Subscription Services to support or maintain any software without purchasing Subscription Services for each Unit.
Table 3.4, Levels and Response
DevCare | ||
Support Hours | 9 a.m. - 5 pm., Monday - Friday1 | |
# of Customer Contacts | per Seat | |
# of Incidents | Unlimited | |
Access to New Versions | Yes | |
| ||
Response Guidelines | Initial Response | Status Updates |
Severity 1 (Critical Impact)– A Severity 1 Issue occurs when there is a continued system outage. The system is down and non-functional due to the problem and no procedural workaround exists. | 4 business hours2 | 3 days |
Severity 2 (High Impact)– A Severity 2 Issue occurs when there is a sporadic system outage or a problem that is consistently encountered with significant impact to functionality. | 4 business hours | 3 days |
Severity 3 (Medium Impact) – A Severity 3 Issue occurs when there is a problem that affects the functionality or features of Customer’s Mirantis Software environment but there is no impact to critical functionality. | 4 business hours | 3 days |
Severity 4 (Low Impact) – A Severity 4 Issue occurs when there is a problem that leads to minor loss of functionality or where affects the functionality of a particular feature of the system. Severity 4 Issues may also include information requests, feature requests and cosmetic fixes. | 4 business hours | 3 days |
Note 1: DevCare Support Hours are made available for 1 time zone for each bundle of 20 Seats or each Site purchased by Customer. For example: (i) if Customer purchases 20 Seats, then DevCare Support Hours are available for 1 time zone and if Customer purchases 400 Seats, then 1 time zone is available for each bundle of 20 Seats; and (ii) if Customer purchases a Site, then DevCare Support Hours are available in the time zone for that Site.
Note 2: Business hours are those hours during DevCare Support Hours.
- System hardware (for Mirantis Software) and software configuration, including precise product version numbers and release configuration information;
- Symptoms of the problem, including end user impact;
- Steps taken to reproduce the problem;
- Conditions under which the problem can be reproduced;
- Any attempts at resolution or progress that has been made toward resolution;
- Any workarounds that exist to reduce the severity of the problem;
- The suspected root cause of the problem;
- Customer’s assessment of the impact caused by the Issue on Customer’s environment;
- Customer’s diagnostics information (e.g., log files); and
- Customer selected “Severity” when submitting a support ticket to Mirantis. Following the submission, Mirantis and Customer may reclassify the severity level depending upon the impact of the Issue experienced by Customer.
Support ticket submissions that are missing any of the critical elements described above will limit the ability of Mirantis to assist in the prompt resolution of an Issue. If relevant information is not provided, Mirantis will inform Customer of what specific information is needed before any work will commence on the Issue.
Lens Terms of Service Agreement
Effective November 18th 2024
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Table of Contents
1. THE AGREEMENT
2. GENERAL USE
3. LENS ID ACCOUNT
4. PRIVACY
- Automated Lens Software Updates. The Lens Software may automatically communicate with Mirantis servers to determine whether there are updated version(s) of the Lens Software available. You agree that the Software may be updated automatically on your computer without providing any further notice or receiving any additional consent. You may manually opt- out from automated Software updates.
- Telemetry Usage Tracking. In the default mode, the Lens Software automatically communicates with Mirantis servers to send certain telemetry data about the usage. This data is collected only for Mirantis legitimate interest and for the purpose of making the Software better. The telemetry data contain information about user interface events and generic information about the attached clusters. For avoidance of doubt, no sensitive data is sent, but some of the data can be qualified as data identifying an individual under various jurisdictions and you may manually opt-out from sending telemetry data.
5. FEES & PAYMENTS
6. INTELLECTUAL PROPRIETARY RIGHTS
- Contain your physical or electronic signature;
- Identify the copyrighted work or other intellectual property alleged to have been infringed;
- Identify the allegedly infringing material in a sufficiently precise manner to allow us to locate that material;
- Contain adequate information by which we can contact you (including postal address, telephone number, and e-mail address);
- Contain a statement that you have a good faith belief that use of the copyrighted material or other intellectual property is not authorized by the owner, the owner’s agent or the law;
- Contain a statement that the information in the written notice is accurate; and
- Contain a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright or other intellectual property right owner.
7. FEEDBACK
8. THIRD-PARTY SERVICES
9. EXTERNAL SITES
10. TERMINATION
11. EXCLUSION OF WARRANTIES
12. LIMITATION OF LIABILITY
13. INDEMNIFICATION
14. MISCELLANEOUS
15. CONTACT US
Effective November 29th 2023 to November 18th 2024
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1. THE AGREEMENT
2. GENERAL USE
3. LENS ID ACCOUNT
4. PRIVACY
- Automated Lens Software Updates. The Lens Software may automatically communicate with Mirantis servers to determine whether there are updated version(s) of the Lens Software available. You agree that the Software may be updated automatically on your computer without providing any further notice or receiving any additional consent. You may manually opt- out from automated Software updates.
- Telemetry Usage Tracking. In the default mode, the Lens Software automatically communicates with Mirantis servers to send certain telemetry data about the usage. This data is collected only for Mirantis legitimate interest and for the purpose of making the Software better. The telemetry data contain information about user interface events and generic information about the attached clusters. For avoidance of doubt, no sensitive data is sent, but some of the data can be qualified as data identifying an individual under various jurisdictions and you may manually opt-out from sending telemetry data.
5. FEES & PAYMENTS
6. INTELLECTUAL PROPRIETARY RIGHTS
- Contain your physical or electronic signature;
- Identify the copyrighted work or other intellectual property alleged to have been infringed;
- Identify the allegedly infringing material in a sufficiently precise manner to allow us to locate that material;
- Contain adequate information by which we can contact you (including postal address, telephone number, and e-mail address);
- Contain a statement that you have a good faith belief that use of the copyrighted material or other intellectual property is not authorized by the owner, the owner’s agent or the law;
- Contain a statement that the information in the written notice is accurate; and
- Contain a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright or other intellectual property right owner.
7. FEEDBACK
8. THIRD-PARTY SERVICES
9. EXTERNAL SITES
10. TERMINATION
11. EXCLUSION OF WARRANTIES
12. LIMITATION OF LIABILITY
13. INDEMNIFICATION
14. MISCELLANEOUS
15. CONTACT US
US Government Software License Addendum
Effective April 22nd 2024
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US Government Software License Addendum
(a) This Addendum incorporates certain terms and conditions relating to Federal procurement actions. The terms and conditions of this Addendum take precedence over the terms and conditions contained in any license agreement or other contract documents entered into between the parties.
(b) Governing Law: Federal procurement law and regulations, including the Contract Disputes Act, 41 U.S.C. Section 601 et. seq., and the Federal Acquisition Regulation (FAR), govern the agreement between the parties. Litigation arising out of this contract may be filed only in those fora that have jurisdiction over Federal procurement matters.
(c) Attorney's Fees: Attorney's fees are payable by the Federal government in any action arising under this contract only pursuant to the Equal Access in Justice Act, 5 U.S.C. Section 504.
(d) No Indemnification: The Federal government will not be liable for any claim for indemnification; such payments may violate the Anti-Deficiency Act, 31 U.S.C. Section 1341(a).
(e) Assignment: Payments may only be assigned in accordance with the Assignment of Claims Act, 31 U.S.C. Section 3727, and FAR Subpart 32.8, “Assignment of Claims.”
(f) Invoices: Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. Section 3903) and Office of Management and Budget (OMB) Circular A-125, Prompt Payment.
(g) Patent and Copyright Infringement: Patent or copyright infringement suits brought against the United States as a party may only be defended by the U.S. Department of Justice (28 U.S.C. Section 516).
(h) Renewal of Support after Expiration of this Award: Service will not automatically renew after expiration of the initial term of this agreement.
(i) Renewal may only occur in accord with. (1) the mutual agreement of the parties; or (2) an option renewal clause allowing the Government to unilaterally exercise one or more options to extend the term of the agreement.