HGST
License Agreement
IMPORTANT - READ CAREFULLY.

This License Agreement (this Agreement) is a legal contract between HGST, Inc., its
subsidiaries and affiliates (collectively, HGST),  and you and governs your use of this software
and any  associated online or electronic documentation made available to you by HGST (this
software, firmware, and documentation, and any applicable updates provided by HGST,
collectively, the Software) in connection with HGST hardware devices and products, including
without limitation HGST storage devices (HGST Devices).  As used in this Agreement you
means both any person accessing this License Agreement and the organization that has
purchased an HGST Device (the Customer).  If any HGST software or services are
accompanied by a separate license agreement, the terms of that separate license agreement will
apply to your use of the applicable HGST software or services.

BY INSTALLING, ACTIVATING, COPYING OR OTHERWISE USING THE
SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT,
AS INCORPORATED BY REFERENCE IN SECTION 5 BELOW. IF YOU DO NOT
AGREE TO THE TERMS OF THIS AGREEMENT, OR IF YOU DO NOT HAVE
AUTHORITY TO AGREE TO THEM, YOU MAY NOT INSTALL, ACTIVATE, COPY,
OR USE THE SOFTWARE.


1.	LICENSE GRANT AND RESTRICTIONS
The Software is licensed to you and not sold. Subject to the terms of this Agreement, HGST
hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable
license to use the Software for your use.

You will not, and you agree not to enable others to: (a) reproduce the Software, except as
expressly permitted under this Section 1; (b) modify, adapt, translate the Software, or create any
derivative works thereof; (c) attempt to circumvent or disable the Software or any technology
features or measures in the Software including, without limitation, any access controls or
copyright protection mechanisms, by any means or in any manner; (d) attempt to decompile,
disassemble, reverse engineer, or otherwise attempt to derive the source code for the Software;
(e) distribute, encumber, sell, rent, lease, sublicense, or otherwise transfer, publish or disclose the
Software to any third party; (f) remove or alter any trademark, logo, copyright or other
proprietary notices, legends, symbols or labels in or on the Software or used in connection with
the Software; or (g) use the Software in any manner to aid in the violation of any third-party
intellectual property rights, including without limitation copyrights, trademarks, trade secrets,
and patents, or the applicable laws of any applicable jurisdictions, including without limitation
libel, defamation, obscenity, and privacy-related torts. You will not use the Software with
devices manufactured by entities other than HGST (Non-HGST Devices).

2.	RESERVATION OF RIGHTS
You acknowledge that the Software is protected by copyrights and other intellectual property and
proprietary rights. HGST and its third-party licensors (Licensors) reserve all of these rights
with respect to the Software, except for the license expressly granted to you in Section 1. Except
for the express license granted to you in Section 1, no right, title, interest or license in or to the
Software, whether by implication, estoppel or otherwise, is granted, assigned or transferred to
you. You will not take any action that interferes with or challenges, in any manner, HGST or its
Licensors rights with respect to the Software.

3.	UPDATES; AUTOMATIC FEATURES
HGST has no obligation to provide you with any Updates (as defined below) to the Software.
HGST may, however, from time to time, issue updated versions of the Software and the Software
may automatically connect to HGST to check for available updates to the Software, such as bug
fixes, patches, upgrades, enhanced functions, plug-ins and new versions (collectively,
Updates) and may either (a) automatically electronically update the version of the Software
that you are using on your device or (b) give you the option of manually downloading applicable
Updates. By installing the Software and not disabling any automated check for Updates, if
applicable, you hereby agree and consent to automatically request and receive Updates from
HGST, and that the terms and conditions of this Agreement, together with any additional or
updated terms provided at such time, shall apply to all of these Updates.

4.	INFORMATION AUTOMATICALLY COLLECTED BY HGST; FEEDBACK
The Software contains automatic communications features which relay certain information to
HGST and/or its third-party service providers in connection with the operation of the Software.
This information may include your Software settings, versions of the Software you are using, the
error logs and other diagnostic information of HGST products including, without limitation,
identifying potential errors and/or improvements.  Such information and any other information
that is provided by you to HGST in connection with the use of the Software (collectively,
Feedback) may be used by HGST to improve or enhance its products and, accordingly, HGST
shall have a non-exclusive, perpetual, irrevocable, royalty-free, worldwide right and license to
use, reproduce, disclose, distribute, modify, and otherwise exploit Feedback for any purpose and
in any medium or product without restriction. Such right and license shall survive any
termination or expiration of this Agreement for any reason. You covenant that you will not assert
against HGST or any of its directors, officers, employees, subcontractors, or agents any claim or
action arising from the use or exploitation of the Feedback by HGST.

5.	REGISTRATION INFORMATION
As part of any Software registration process, HGST may request registration-related information,
including your name and e-mail address. By providing this information, you consent to its
collection and use by HGST to provide non-promotional communications, including notices of
Update availability, product recalls, or safety concerns.  HGSTs use of any personally
identifiable information you provide (if any) shall be governed by the HGST Privacy Policy (as
such policy may be updated by HGST from time to time) that is located at
http://www.hgst.com/privacy and is incorporated into this Agreement by this reference.

6.	THIRD PARTY CONTENT AND SERVICE PROVIDERS
Your use of the Software may allow you to download and use third-party software or link to
third-party content accessed through the Software (this software and content collectively, Third-
Party Content).  You acknowledge that all Third-Party Content is the property of the applicable
Third-Party Content owners and may be protected by applicable copyright and other intellectual
property rights. You may not use any Third-Party Content in any manner that has not been
authorized by the applicable service provider (Service Provider) or Third-Party Content owner.
You acknowledge that you may be required to enter into a separate agreement with a Service
Provider or Third-Party Content owner, or comply with a Service Providers terms or conditions
of use in order to access and use certain Third-Party Content. It is your responsibility to ensure
that accessing, reproducing, displaying or otherwise using Third-Party Content in connection
with your use of the Software does not infringe any third-party intellectual property rights.

7.	DISCLAIMER OF WARRANTY
ALL SOFTWARE IS PROVIDED TO YOU AS IS WITHOUT WARRANTY OF ANY
KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HGST AND
ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING,
WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD-
PARTY INTELLECTUAL PROPERTY RIGHTS OR LACK OF VIRUSES, AND ANY
WARRANTIES REGARDING THE SECURITY, RELIABILITY OR TIMELINESS OF THE
SOFTWARE. HGST DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR
REQUIREMENTS OR BE ERROR-FREE. HGST DOES NOT WARRANT THAT USE OF
THE SOFTWARE WILL BE CONTINUOUS OR UNINTERRUPTED AND HGST SHALL
NOT BE RESPONSIBLE OR LIABLE FOR ANY INTERRUPTION OR CESSATION OF
TRANSMISSION TO OR FROM THE SOFTWARE.  THE ENTIRE RISK ARISING OUT OF
THE USE OR PERFORMANCE OF THE SOFTWARE REMAINS WITH YOU. YOU
UNDERSTAND AND AGREE THAT ANY SOFTWARE, MATERIAL OR DATA
DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE
SOFTWARE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU
SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER,
DEVICE, SYSTEM OR NETWORK, INCLUDING ANY LOSS OR CORRUPTION OF
DATA. THE FOREGOING WARRANTY DISCLAIMER SHALL NOT LIMIT OR AMEND
THE APPLICABLE WARRANTY THAT RELATES TO YOUR USE OF HGST DEVICES.
HGST IS NOT RESPONSIBLE OR LIABLE FOR ANY INFECTIONS OR
CONTAMINATION OF YOUR SYSTEM, DAMAGE TO YOUR SYSTEM, OR DELAYS,
INACCURACIES, ERRORS OR OMISSIONS ARISING OUT OF OR RELATED TO YOUR
USE OF THE SOFTWARE.

HGST DOES NOT MAKE ANY REPRESENTATIONS ABOUT AND DISCLAIMS ALL
WARRANTIES WITH RESPECT TO ANY THIRD-PARTY CONTENT, ANY NON-HGST
DEVICE, OR THE ACTIONS OR OMISSIONS OF A SERVICE PROVIDER OR THIRD-
PARTY CONTENT OWNER.  HGST IS NOT RESPONSIBLE FOR EXAMINING OR
EVALUATING THE CONTENT, ACCURACY, COMPLETENESS, TIMELINESS,
VALIDITY, COPYRIGHT COMPLIANCE, LEGALITY, DECENCY, QUALITY OR ANY
OTHER ASPECT OF THIRD PARTY CONTENT. HGST, ITS OFFICERS, AFFILIATES
AND SUBSIDIARIES DO NOT WARRANT OR ENDORSE AND DO NOT ASSUME AND
WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO YOU OR ANY OTHER
PERSON FOR ANY THIRD-PARTY CONTENT OR WEB SITES, OR FOR ANY OTHER
MATERIALS, PRODUCTS, OR SERVICES OF THIRD PARTIES ACCESSED THROUGH
THE SOFTWARE. TO THE EXTENT YOU CHOOSE TO USE OR ACCESS ANY THIRD-
PARTY CONTENT THROUGH THE SOFTWARE, YOU DO SO AT YOUR OWN
INITIATIVE AND ARE RESPONSIBLE FOR COMPLIANCE WITH ANY APPLICABLE
LAWS, INCLUDING BUT NOT LIMITED TO APPLICABLE LOCAL LAWS AND
PRIVACY AND DATA COLLECTION LAWS.  NO VENDOR, DISTRIBUTOR, DEALER,
RETAILER, SALES PERSON, OR OTHER PERSON IS AUTHORIZED TO MODIFY THIS
AGREEMENT OR TO MAKE ANY WARRANTY, REPRESENTATION, OR PROMISE ON
BEHALF OF HGST.

THE SOFTWARE IS NOT INTENDED FOR USE IN THE OPERATION OF NUCLEAR
FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATIONS SYSTEMS OR AIR
TRAFFIC CONTROL MACHINES OR ANY OTHER MACHINES IN WHICH CASE THE
FAILURE OF SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY OR SEVERE
PHYSICAL OR ENVIRONMENTAL DAMAGE.

8.	LIMITATION ON LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT
SHALL HGST OR ITS LICENSORS BE LIABLE FOR ANY CONSEQUENTIAL,
INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, MULTIPLE, OR OTHER DAMAGES
WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF
BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, COMPUTER
SYSTEM FAILURE, MALFUNCTION OR OTHER PECUNIARY LOSS RELATING TO OR
ARISING OUT OF THIS AGREEMENT, THE USE OF OR INABILITY TO USE THE
SOFTWARE, ANY THIRD-PARTY CONTENT, OR ANY NON-HGST DEVICE, EVEN IF
HGST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE
LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL HGSTS TOTAL
LIABILITY TO YOU FOR ALL DAMAGES IN CONNECTION WITH THIS AGREEMENT,
THE SOFTWARE EXCEED $25. THE FOREGOING LIMITATIONS, EXCLUSIONS AND
DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

9.	U.S. GOVERNMENT RESTRICTED RIGHTS
The Software is commercial computer software as defined in 48 CFR 2.101 and is provided
with restricted rights. Use, duplication, or disclosure by the U.S. government is subject to
restrictions as set forth in subparagraph (b)(3)(i) of The Rights in Technical Data and Computer
Software clause of DFARS 272.7202.-3 or subparagraphs (c)(1) and (2) of the Commercial
Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable. The manufacturer is
HGST, Inc. 3403 Yerba Buena Road, San Jose, CA 95135.

10.	EXPORT AND IMPORT RESTRICTIONS
HGST makes no representation that the Software is appropriate for use in your country of use.
You acknowledge that no part of the Software or underlying information or technology may be
downloaded or otherwise exported or re-exported into (or to a national or resident of) any
countries subject to U.S. trade embargo (currently Iran, Cuba, Syria, North Korea, and Sudan), or
anyone on any of the U.S. governments Lists of Parties of Concern including, the U.S. Treasury
Departments list of Specially Designated Nationals or the U.S. Commerce Departments Denied
Persons List and Entity List. By using the Software, you are agreeing to the foregoing, and are
representing and warranting that you are not located in or under the control of a national or
resident of any such country or on any such list and you agree that you will not use the Software
in any activities directly or indirectly related to the proliferation of weapons of mass destruction,
except as authorized under applicable laws and regulations.  You further acknowledge and
understand that certain functionality of the Software, such as encryption or authentication, may
be subject to export and import restrictions and you are responsible for complying with all
applicable restrictions and regulatory requirements.

11.	INDEMNITY
You hereby agree to indemnify, defend and hold HGST, its Licensors and its and their
subsidiaries, affiliates, officers, directors, employees, consultants and agents harmless from and
against any and all liabilities, damages, claims, fines, fees and expenses (including attorneys
fees and expenses) arising out of your use of the Software or any breach of this Agreement by
you.  HGST reserves the right, at its own expense, to assume the exclusive defense and control of
any matter otherwise subject to indemnification by you, in which event you will cooperate with
HGST in asserting any available defenses.

12.	TERMINATION
Without prejudice to any other HGST rights, HGST shall have the right to immediately terminate
this Agreement with or without notice to you if HGST deems that you fail to comply with your
obligations under this Agreement. Upon termination, you must immediately cease all use of the
Software, and destroy all copies of the Software.

13.	TRANSFER
You may not assign or otherwise transfer, by operation of law or otherwise, this Agreement or
the Software.

14.	OPEN SOURCE SOFTWARE
The Software licensed under this Agreement may include Open Source software (computer
software that is distributed under a licensing arrangement, which provides that the computer code
can be shared, viewed, and modified by the public).  The restrictions of Section 1, 2, 13, and 14
of this Agreement only apply to any applicable Open Source software when and to the extent that
they do not conflict with any terms of the Open Source softwares respective license(s).

15.	SUPPORT
For questions regarding Software, please contact your HGST representative.

16.	ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties concerning the subject
matter hereof and supersedes all prior or contemporaneous oral or written understandings.

17.	GOVERNING LAW; EXCLUSIVE VENUE FOR LITIGATION
This Agreement, and any dispute arising from or relating to this Agreement or the provision or
use of the Software, shall be governed exclusively by, and construed in accordance with the laws
of the United States and the State of California, without reference to any conflict of laws
principles.  The exclusive forum for any disputes arising out of or relating to this Agreement or
the provision or use of the Service shall be an appropriate federal or state court located in Orange
County, California and you hereby expressly consent to personal jurisdiction in such courts and
waive all venue, jurisdiction and choice of law challenges or defenses.

18.	UNITED NATIONS CONVENTION ON CONTRACTS FOR THE SALE OF INTERNATIONAL SALE OF GOODS
This Agreement shall not be governed by the United Nations Convention on Contracts for the
International Sale of Goods.

19.	SEVERABILITY; WAIVER
If any provision of this Agreement is held unenforceable by a court of competent jurisdiction, the
applicable provision shall be modified to the extent necessary to render it enforceable without
losing its intent or severed from this Agreement. If no such modification is possible, the other
provisions of this Agreement shall remain in full force and effect. A waiver by either party of
any term or condition of this Agreement or any breach thereof, in any one instance, shall not
waive the applicable term or condition or any subsequent breach thereof.

20.	SURVIVAL
Sections 1(a)-(g), 2, 7, 8, 11 and 17 of this Agreement, and any other provisions of this
Agreement that require or contemplate performance after the termination of this Agreement,
shall be enforceable notwithstanding termination of this Agreement.

21.	EXCUSED PERFORMANCE
Neither party shall be in default or be liable for any delay, failure in performance (excepting the
obligation to pay), or interruption of service resulting directly or indirectly from any cause
beyond its reasonable control.

April 2016
