rb-diplex1.rb.slc.efscloud.net Open in urlscan Pro
198.73.17.51  Public Scan

Form analysis
0 forms found in the DOM

Text Content

INSTALL UPDATES

 

Package Updates

Please wait...

Next
 


AXCIENT X360RECOVER

INSTALL UPDATES

 

New version available. Update now?

Update Now Skip
 


AXCIENT X360RECOVER

SETUP

 

License Agreement

Please read the following license agreement carefully

AXCIENT VAR AND END USER LICENSE AGREEMENT This Software is COVERED BY U.S.
Patent Nos. 7,487,383; 8,001,414; 8,176,358; 8,589,350; 8,639,966; 8,886,611;
8,924,360; 8,954,544; 8,990,613; 9,015,520; 9,104,621; 9,146,769; 9,176,823;
9,213,607; 9,235,474; 9,292,153; 9,397,907; 9,471,442; 9,559,903; 9,705,730;
9,785,647; 9,852,140; 9,998,344; 10,003,646; 10,019,324; 10,284,437; 10,599,533;
10,983,877, and Canada Patent 2,655,911. This provides notice under 35 U.S.C. §
287(a). PLEASE READ THIS AGREEMENT CAREFULLY BEFORE CLICKING ON “I AGREE” AND
USING THE SOFTWARE. BY CLICKING ON “I AGREE” AND USING THE SOFTWARE YOU,
INCLUDING IF YOU ARE A VAR, YOU ON BEHALF OF YOUR END-USERS, ARE AGREEING TO BE
BOUND BY THE TERMS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS
OF THIS LICENSE AGREEMENT, DO NOT CLICK ON “I AGREE”, ADVISE AXCIENT THAT YOU DO
NOT WISH TO USE THE SOFTWARE, AND AXCIENT WILL REFUND ANY MONEY YOU PAID FOR
THIS SOFTWARE. This Agreement is entered into as of the “Effective Date” by and
between eFolder, Inc. (dba Axcient) and VAR or END USER (referred to jointly as
LICENSEE if the provision pertains to both equally) for good and valuable
consideration and on the promises and premises set forth below, as follows: 1.
DEFINITIONS. Agreement: This agreement, including all Addenda and Exhibits
thereto. Confidential Information: Any and all information provided by one Party
to the other Party pursuant to this Agreement and specifically designated by
that Party as “confidential” (either in writing at the time of disclosure to the
receiving Party or by written confirmation within ten (10) days after that Party
discloses such information to the receiving Party), relating to the research,
development, products, processes, trade secrets, business plans, customer,
finances, and personnel data related to the business of such Party. Confidential
Information does not include any information (i) which has become publicly known
through no wrongful act of the receiving Party; (ii) which the receiving Party
developed independently, as evidenced by appropriate documentation; or (iii)
which the receiving Party becomes aware of from any third Party not bound by
non-disclosure obligations to the disclosing Party and with the lawful right to
disclose such information to the receiving Party. Notwithstanding the foregoing,
specific information will not be deemed to be within the foregoing exceptions
merely because it is contained within more general information otherwise subject
to such exceptions. Copyrights: Any and all copyrighted and copyrightable
materials, whether or not registered, published, or containing a copyright
notice, in any and all media, and further including but not limited to, any and
all moral rights and corresponding rights under international agreements and
conventions, Derivatives, and any and all applications for registrations,
registrations, and/or renewals of any of the foregoing. Customers means end user
purchasers or end user licensees of VAR Products. Derivatives: Adaptations,
portations, edits, enhancements, improvements, new versions, modifications,
revisions, derivations, or translations of or to Intellectual Property.
Effective Date: The date Licensee approves this Agreement by “clicking” on the
“I Agree” button. Intellectual Property: Any and all (a) Confidential
Information; (b) Copyrights; (c) Patents; (d) Derivatives; (e) Technical
Information; (f) Technology; (g) Trademarks, and (h) any and all other
intellectual property or proprietary rights relating to or arising from any or
all of the foregoing. Material Breach: The breach of this Agreement by a Party,
other than a breach arising out of a Force Majeure Event, which breach, if not
cured, would have a material adverse effect on the operations, property or
financial condition of the non-breaching Party. Patents: Any and all patents,
patentable materials, letters patent and utility models, including reissues,
divisionals, continuations, continuations-in-part, renewals, and extensions of
any of the foregoing and applications therefor (and patents which may issue on
such applications) in the United States and foreign states. Axcient Intellectual
Property: Intellectual Property owned by, controlled by, and/or licensed to
Axcient relating or referring to the Software. Software: The Axcient proprietary
commercial software which is the subject of this Agreement (“Replibit”) in
executable code format only, and (i) any necessary application programmable
interfaces (“APIs”), corrections, updates, upgrades and enhancements
(“Updates”), but expressly excluding new versions or new commercial product
releases made thereto and (ii) the manuals and other technical documentation for
use with the Software (the “Documentation”), made available to Licensee pursuant
to the terms of this Agreement. Unless expressly stated otherwise, references in
this Agreement to Software shall be deemed to include Documentation. Technical
Information: Know-how, data and other technical information including, but not
limited to: (a) engineering documentation, such as development records,
production software information, algorithms, flow charts, design information,
drawings, specifications and data sheets; (b) manufacturing documentation such
as drawings, instructions, specifications, procedures, methods, standards
documentation, tooling and fixture drawings, process specifications and
instructions; (c) quality and reliability documentation such as quality plans,
specifications, instructions, procedures, test plans, test records and
regulatory documentation; and (d) user manuals, on-line help, training
materials, installation instructions, release notes, problem reports and
resolutions, and marketing studies, which may be disclosed by the Party in
possession thereof without violating obligations to a third Party, and further
including any and all Intellectual Property therein, or relating or referring
thereto. Technology: Know-how, show how, procedures, systems, processes, trade
secrets, inventions (whether or not patentable and whether or not reduced to
practice), algorithms, formulae, research and development data; manufacturing,
development and production techniques; and all other proprietary information
relating thereto, and further including any and all Intellectual Property
therein, or relating or referring thereto. Trademarks: Trademarks, service
marks, and logos, including any and all common law and/or statutory rights
therein and any and all applications to register and/or registrations therefor.
VAR Products means any commercial product or component developed or manufactured
by VAR for use by Customers that incorporate, utilize or reference Software. VAR
Support Services means the maintenance, support, and/or training services for
the VAR Products to be provided by VAR to Customers and/or VAR resellers. 2.
LICENSE GRANTS TO VAR 2.1 Axcient hereby grants to VAR 1. a non-exclusive,
non-transferable license to use the Software solely (a) for incorporation or
integration into VAR Products and (b) to perform the VAR Support Services; 2. a
non-exclusive license to distribute, license and/or offer to license the
Software to Customers to the extent incorporated or integrated into VAR
Products; iii. a non-exclusive, non-transferable license to use and reproduce
the Documentation for the internal business purposes of VAR in connection with
VAR’s and Customers’ authorized use of the Software and in accordance with the
performance of the VAR Support Services; 1. a non-exclusive, non-transferable
license to use the Axcient Trademarks on or in connection with advertising,
marketing, promotion, and packaging for the VAR Products, and then solely to
identify Axcient as the source or origin of the Software, and/or Axcient
Intellectual Property contained in such VAR Products, and not as the brand name
of such VAR Products. VAR will include the Axcient Trademarks on the VAR
Products and/or on packaging, advertising, and promotional materials therefor,
and on the VAR Documentation VAR will comply with all trademark usage
requirements and guidelines published by Axcient and furnished to VAR by Axcient
from time to time. Axcient may change such guidelines from time to time, in its
sole discretion. VAR agrees that all VAR Products bearing Axcient Trademarks
will be of comparable quality to the Software. Axcient will have the right to
inspect the VAR Products bearing the Axcient Trademarks to ensure the VAR
Products are of sufficient quality, and that the Axcient Trademarks are used in
compliance with the Axcient Trademark requirements and guidelines; 2. the right
to appoint VAR resellers to offer for sale and/or sell VAR Products to Customers
provided that (i) all such VAR Reseller appointments are in writing, co-terminus
with this Agreement, and made expressly subject to the terms and conditions of
this Agreement; (ii) under no circumstances will VAR grant any VAR reseller (a)
any rights greater than the rights granted to VAR pursuant to this Agreement
and/or (c) the right to enter into further VAR reseller agreements; (iii) VAR
will be solely responsible for the proper training of any and all such VAR
resellers; and (iv) VAR will be Liable to Axcient for the acts or failure to act
of any of its VAR Resellers, in addition to any remedy that Axcient may have
directly against VAR and such VAR Reseller. 3. LICENSE GRANTS TO END USER
Axcient hereby grants to End User 1. a non-exclusive, non-transferable license
to use the Software solely for the internal business purposes of End User; and
2. a non-exclusive, non-transferable license to use the Documentation solely in
connection with the authorized use of the Software. 3. LIMITATIONS ON LICENSE
GRANTS TO LICENSEE 4.1 Other than as expressly provided in this Agreement
Licensee agrees that it will not itself, and will not authorize any parent,
subsidiary, affiliate, agent, employee, contractor, or other third party, to: 1.
sell, distribute, lease, rent, lend, re-license, resell, sublicense, or display
the Software and/or Axcient Intellectual Property; 2. use the Software and/or
Axcient Intellectual Property for the benefit of third parties or provide,
disclose, distribute, divulge or make available to, or permit use of or access
to the Software, and/or Axcient Intellectual Property by any third party,
including, without limitation, as an application service provider or on a
service bureau basis; iii. decompile, disassemble, reverse engineer or attempt
to reconstruct, identify or discover any source code, underlying ideas,
underlying user interface techniques or algorithms of the Software or Axcient
Intellectual Property by any means whatsoever, or disclose any of the foregoing;
1. create any Axcient Derivative Works based upon the Software or Axcient
Intellectual Property; 2. use the Software or Axcient Intellectual Property to
develop or enhance any product that competes with the Software; 3. use the
Axcient Trademarks in any manner likely to confuse, mislead, or deceive the
public, or to be adverse to the best interest of Axcient; vii. register, or file
applications to register in the name, or on behalf, of Licensee any Trademarks
the same as, or substantially similar to, in whole or in part, any or all of the
Axcient Trademarks, in any jurisdiction, for any goods or services of any nature
whatsoever; viii. contest or attack Axcient’s exclusive rights in the Software,
Axcient Intellectual Property, and Axcient Trademarks. 1. directly or
indirectly, export or transmit the Software, Axcient Confidential Information,
and/or Axcient Intellectual Property, in whole or in part, or any technical data
relating thereto, to any country to which such export or transmission is
restricted by any applicable U.S. or international regulation or statute,
without prior written consent, if required, of the Bureau of Export
Administration of the U.S. Department of Commerce, or other such governmental
entity as may have jurisdiction over such export or transmission. 2. remove or
add any proprietary legends, or notices from the Software without the prior
written permission of Axcient. 4.2 In addition, Licensee acknowledges that all
rights in the Software, Axcient Intellectual Property, and Axcient Trademarks
and the goodwill related thereto will remain at all times the sole property of
Axcient and all goodwill arising from Licensee’s use thereof will inure to the
benefit of Axcient. In the event that Licensee or any employee, agent, or
contractor, creates Derivative Works, whether or not in violation of this
Agreement, Licensee agrees to assign and hereby does assign to Axcient, all of
Licensee’s rights, title and interests in and to such Axcient Derivative Works,
and will require such employee, agent, or contractor, to assign to Axcient all
rights, title and interests in and to such Derivative Works. Licensee agrees to
sign, and to obtain the signatures of any and all such employees, agents, or
contractors, of Licensee on any and all further documentation necessary to
enable Axcient to record such assignments in the relevant United States and
international agencies. 4.3 Use, duplication, or disclosure of the Software by
the United States Government is subject to restrictions as set forth in
subparagraph C1ii of The Rights in Technical Data and Computer Software clause
at DFARS 252.227-7013 or subparagraphs C1 and 2 of the Commercial Computer
Software – Restricted Rights clause at 48 C.F.R. 52.227-19 as applicable or as
may be amended from time to time. Axcient is the manufacturer of the Software.
5. OBLIGATIONS OF VAR 5.1 VAR will comply, and will require its VAR resellers to
comply, with all applicable treaties, laws, statutes, rules and regulations of
any governmental entity or instrumentality during the performance of its
obligations under, and the conduct of its activities contemplated by, this
Agreement. VAR will have the exclusive obligation, at its sole cost and expense,
to obtain all licenses, permits and other governmental approvals that may be
necessary to permit the distribution of the Software by VAR and/or its VAR
resellers. VAR will furnish documentation as Axcient may reasonably request to
confirm compliance of VAR with this Section and VAR agrees that it will not
engage in any course of conduct that Axcient reasonably believes would cause
Axcient or VAR to be in violation of any applicable laws or regulations. 5.2 VAR
will be solely responsible for the operation and management of VAR’s business,
and will obtain, at its own cost and expense, all the equipment, technology,
labor, material, tooling, and facilities necessary to meet its obligations under
this Agreement, including the performance of the VAR Support Services, and
further including sufficient insurance to meet its indemnification obligations
to Axcient. 5.3 VAR Resellers. In the event that a VAR reseller creates a
Derivative Work, whether or not in violation of this Agreement, VAR will require
such reseller to assign to Axcient all rights, title and interests in and to
such Derivative Work. VAR agrees to obtain the signatures of any and all such
resellers on any and all further documentation necessary to enable Axcient to
record such assignments in the relevant United States and international
agencies. 5.4 VAR Customer End User License Agreement. VAR will sub-license any
Software contained or integrated in VAR Products to Customers subject to the
terms of this Agreement or a written VAR Customer End User License Agreement
containing terms substantially similar to this Agreement, specifically including
the Software as a covered item, and naming Axcient as a third party beneficiary
thereof. VAR will be solely responsible and Liable to Axcient for insuring the
compliance of its Customers with such Agreement(s). VAR will only pass through
the warranty provided by Axcient, if any. Additional warranties other than that
provided by Axcient are the sole responsibility of VAR. 5.5 VAR acknowledges and
agrees that, except as otherwise expressly authorized by this Agreement: (i) the
foregoing appointment and license grants are conditioned on VAR fulfilling all
of its obligations hereunder; (ii) VAR will not offer for sale and/or sell any
Software, directly or through its authorized VAR Resellers, to (a) any Customer
whom VAR believes or has reason to believe will use the Software, directly or
indirectly, for any purpose other than the internal business purposes of such
Customer; or (b) any third party, other than its authorized VAR Resellers, whom
VAR believes or has reason to believe will sell the Software after purchase or
lease from VAR; (iii) VAR will not separately offer for sale and/or sell or
otherwise use the Software standing alone, apart from, or other than in
conjunction with, the VAR Products; (iv) VAR will conduct business in a manner
that reflects favorably at all times on the Software and the good name, goodwill
and reputation of Axcient; (v) VAR will avoid deceptive, misleading or unethical
practices that are or might be detrimental to Axcient or the Software; (vi) VAR
will make no false or misleading representations with regard to Axcient or the
Software, nor make any disparaging or false statements that impugn or would tend
to impugn, the reputation and/or good will of either Axcient or the Software;
(vii) VAR will not publish or use, or cooperate in the publication or use of,
any misleading or deceptive advertising material with regard to Axcient or the
Software; and (viii) VAR will make no representations, warranties or guarantees
to customers or to the trade with respect to the specifications, features or
capabilities of the Software that are inconsistent with the Axcient
Documentation. 6. PAYMENT BY LICENSEE. This License Agreement is contingent on
Licensee’s compliance with Axcient’s payment requirements, the details of which
are set forth on its website. Failure to comply with such requirements will
result in the termination of Licensee’s access to the Software. 7. LIMITED
WARRANTIES; LIMITATIONS OF LIABILITY AXCIENT INC PROVIDES THE SOFTWARE TO
LICENSEE ON AN “AS IS” BASIS. EXCEPT WHERE AND TO THE EXTENT OTHERWISE EXPRESSLY
PROHIBITED BY LAW, AXCIENT MAKES NO WARRANTY, REPRESENTATIONS, OR STATEMENTS,
EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE. AXCIENT SPECIFICALLY DISCLAIMS
THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE REGARDING THE SOFTWARE AND/OR ITS USE AND/OR OPERATION, ALONE
OR IN COMBINATION WITH ANY OTHER PRODUCTS OR HARDWARE. UNDER NO CIRCUMSTANCES
SHALL AXCIENT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT OR SPECIAL
DAMAGES OF ANY NATURE WHATSOEVER, WHETHER IN CONTRACT OR IN TORT, UNDER ANY
WARRANTY THEORY, IN NEGLIGENCE OR OTHERWISE, EVEN IF AXCIENT HAS BEEN PREVIOUSLY
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL AXCIENT BE LIABLE
FOR ANY DAMAGES, DIRECT OR OTHERWISE, IN EXCESS OF THE AMOUNT PAID TO AXCIENT
FOR THE SOFTWARE. THE REMEDIES SET FORTH IN THIS SECTION SHALL BE LICENSEE’S
SOLE AND EXCLUSIVE REMEDY IN ANY ACTION BROUGHT AGAINST AXCIENT FOR BREACH OF
THE FOREGOING WARRANTIES. This Section shall survive the expiration or
termination of this Agreement. 8. CONFIDENTIALITY 8.1 Each Party agrees not to
disclose any Confidential Information provided to it by the other Party and to
maintain such Confidential Information in strictest confidence, to take all
reasonable precautions to prevent its unauthorized dissemination and to refrain
from sharing any or all of the information with any third party for any reason
whatsoever except as required by court order, both during and after the
termination of this Agreement. Without limiting the scope of this duty, each
Party agrees to limit its internal distribution of the other Party’s
Confidential Information only on a “need to know” basis and solely in connection
with the performance of this Agreement, and to take steps to ensure that the
dissemination is so limited. Each Party agrees not to use the other Party’s
Confidential Information for its own benefit or for the benefit of anyone other
than the providing Party. All Confidential Information remains the property of
the providing Party and no license or other rights in the provided Confidential
Information is granted hereby. Upon written request of the providing Party, or
upon the expiration or other termination of this Agreement for any reason
whatsoever, the recipient Party agrees to return to the providing Party all such
provided Confidential Information, including but not limited to all computer
programs, documentation, notes, plans, drawings, and copies thereof. 8.2 The
provisions of this Section shall survive the expiration or other termination of
this Agreement for as long as the information in issue remains within the
definition of Confidential Information. 9. INDEMNIFICATION 9.1 Licensee agrees
to defend, indemnify and hold harmless Axcient against any loss, liability,
damage, cost or expense including reasonable legal fees arising out of any
claims or suits, whatever their nature and however arising, which may be brought
or made against Axcient by reason of or arising from: (i) any breach of any
term, condition, obligation, representation, or warranty of this Agreement by
Licensee; (ii) any negligent act, omission, failure, or intentional or willful
misconduct of Licensee in the performance or failure of performance of this
Agreement; or (iii) any allegation of Intellectual Property infringement or
unfair competition, where such claim or suit is based upon the combination,
operation, or use of the Software with VAR Products, or third party software or
hardware. Licensee shall have sole control over the selection of counsel and the
defense of any claim or any settlement thereof. Axcient shall provide Licensee
with its reasonable assistance in the defense of such claim, at the expense of
Licensee. In no event may Licensee enter into any third party settlement
agreements which would in any manner whatsoever affect the right of, or bind,
Axcient in any manner to said third party without the prior written consent of
Axcient. 9.2 The provisions of this Section shall survive the expiration or
other termination of this Agreement. 10. TERM AND TERMINATION 10.1 Term. This
Agreement shall commence on the Effective Date and continue unless and until
terminated in accordance with this Section. 10.2 Termination of VAR For Cause by
Axcient. Without prejudice to any rights which Axcient may have under this
Agreement or in law, equity or otherwise, this Agreement shall terminate 1.
automatically and without further notice (a) in the event VAR is in breach of
Section 2, 4, 5 or 8 of this Agreement or (b) as of the date VAR makes an
unauthorized assignment for the benefit of creditors, files a petition under the
bankruptcy or insolvency laws of any jurisdiction, has or suffers a receiver or
trustee to be appointed for its business or property, or is adjudicated a
bankrupt or an insolvent or ceases to do business; 2. On thirty (30) days prior
written notice in the event of breach by VAR of any other provision, obligation,
warranty or representation of this Agreement and such breach is not cured within
the thirty (30) day period. 10.3 Termination of End User For Cause by Axcient.
Without prejudice to any rights which Axcient may have under this Agreement or
in law, equity or otherwise, this Agreement shall terminate 1. automatically and
without further notice (a) in the event End User is in breach of Section 3, 4,
or 8 of this Agreement or (b) as of the date End User makes an unauthorized
assignment for the benefit of creditors, files a petition under the bankruptcy
or insolvency laws of any jurisdiction, has or suffers a receiver or trustee to
be appointed for its business or property, or is adjudicated a bankrupt or an
insolvent or ceases to do business; 2. On thirty (30) days prior written notice
in the event of breach by End User of any other provision, obligation, warranty
or representation of this Agreement and such breach is not cured within the
thirty (30) day period. 10.4 Termination By Licensee. Licensee can terminate
this Agreement at any time by notifying Axcient that it wishes to cancel this
Agreement. 10.5 Effect of Termination. On termination of this Agreement for any
reason, all rights granted by Axcient to Licensee hereunder shall automatically
and completely revert to Axcient on the effective date of Termination, and
Licensee’s access to the Software will be disabled. 10.6 The provisions of this
paragraph shall survive the termination of this Agreement. 11. GENERAL 11.1
Independent Contractor. This Agreement does not constitute and shall not be
construed as constituting a partnership or joint venture between the Parties.
Neither Party shall have any right to obligate or bind the other Party in any
manner whatsoever, and nothing herein contained shall give, or is intended to
give, any rights of any kind to any third persons. Each Party is an independent
contractor not affiliated with the other Party, and shall retain its independent
status throughout this Agreement and use its own discretion in its performance
thereof. No employment relationship is created by this Agreement. 11.2
Assignment. Licensee may not assign any of its rights or obligations under this
Agreement without the prior written consent of Axcient. Any assignment in
violation of this provision is void and a Material Breach of this Agreement.
11.3 Notice. Any notice given by either Party to the other Party shall be in the
English language and shall be sent by courier, mail, electronic mail or
electronic transmission (facsimile) confirmed by mail to the other Party at the
address as shall have otherwise been notified to the other Party. Notices shall
be deemed delivered on confirmed receipt. 11.4 Force Majeure. Neither Party will
be deemed in default or breach of this Agreement to the extent that performance
of its obligations or attempts to cure any breach are delayed or prevented by
reason of any act that is beyond the reasonable control of either Party,
provided that such Party gives the other Party written notice thereof promptly
and, in any event, within fifteen (15) days of discovery thereof and uses its
best efforts to continue to so perform or cure. In the event of such a Force
Majeure, the time for performance or cure will be extended for a period equal to
the duration of the Force Majeure, but in no event more than thirty (30) days.
11.5 Severability. If any part of this Agreement is held to be invalid or
unenforceable, such invalidity or unenforceability shall not affect the validity
or enforceability of any other part of provision of this Agreement, which shall
remain in full force and effect. 11.6 Governing Law. The construction and
meaning of the terms and provisions of this Agreement shall be interpreted
exclusively in accordance with the laws of Commonwealth of Massachusetts,
without regard to its conflict of laws statute. 11.7 Mediation and Arbitration
Except as otherwise stated herein, and specifically with the exception of relief
to which Axcient may be entitled pursuant to Section 11.8 below, on the written
notice of either party requesting application of this Section 11.7, all claims
and disputes arising out of or relating to this Agreement shall be resolved
according to the following procedure: Mediation. All such disputes shall be
submitted to mediation in the City of Boston, County of Suffolk, Commonwealth of
Massachusetts by a mediator to be selected by agreement of the parties. In the
event the parties cannot agree on a mediator within fifteen (15) days of the
receipt by either of written notice of the other requesting application of this
Section, then each party shall designate a party within fifteen (15) days
thereof by written notice to the other. Within fifteen (15) days thereof, the
two parties selected shall agree upon and jointly designate a mediator for
mediation of the dispute. The mediation shall continue from time to time until
the dispute is resolved or the mediator has made a determination in writing that
the dispute cannot be resolved through mediation and arbitration is required,
provided that mediation may be terminated by either party upon fifteen (15) days
notice given at any time on or after the sixty-first (61st) day after notice
requesting application of this Section 11.7. Arbitration. Upon (i) a written
determination by the mediator that the dispute cannot be resolved through
mediation or termination of the mediation by either party pursuant to Section
11.7, and (ii) written request within ten (10) days thereafter by either party,
the dispute shall be submitted to arbitration under the Commercial Arbitration
Rules of the American Arbitration Association (the “AAA”) before an arbitrator
to be selected by the parties. If the parties cannot agree upon an arbitrator
within ten (10) days of one party’s notice to the other party invoking the right
to arbitrate, then each party shall designate a party within fifteen (15) days
thereof by written notice to the other. Within fifteen (15) days thereafter, the
two parties selected shall agree upon and jointly designate an arbitrator of the
dispute who has significant experience in arbitrating matters similar to the
subject matter disputed under this Agreement. The arbitration shall be conducted
in the City of Boston, County of Suffolk, Commonwealth of Massachusetts. The
organizational meeting among the arbitrator and the parties shall take place not
less than ten (10) and not more than thirty (30) days after the arbitrator has
been designated. The arbitration shall be concluded as soon as reasonably
possible, and the arbitrator shall make a written determination of the dispute
within fifteen (15) days after the completion of the arbitration hearing. The
prevailing party in any such arbitration shall be awarded reasonable attorneys’
fees, expert and non-expert witness costs and expenses and other costs and
expenses incurred in connection with such arbitration, unless the arbitrator,
for good cause, determines otherwise. Costs and fees of the arbitrator shall be
borne equally by the parties. The arbitrator’s adjudication shall be final and
fully binding upon the parties and enforceable in any court having jurisdiction
thereof. 11.8 Injunctive Relief. Licensee agrees and acknowledges and that any
breach or threatened breach of this Agreement by Licensee, in whole or in part,
that is likely to result in diminution, loss, damage, or other detriment to the
value, goodwill, or reputation of Axcient, the Software, Axcient Confidential
Information, and/or Axcient Intellectual Property, will result in irreparable
and continuing injury to Axcient which is not adequately compensable in monetary
damages or at law. Accordingly, Licensee agrees that Axcient shall be entitled
to entry of a preliminary and permanent injunction by any court of competent
jurisdiction and other equitable relief against such breach or threatened
breach, and Licensee hereby waives, and agrees to waive, any requirement that
Axcient post bond or other security as a precondition to the obtaining of such
injunctive or other equitable relief, whether temporary or permanent. 11.9 No
Waiver. The waiver of any provision of this Agreement by either Party, or the
failure of either Party to require performance of any provision of this
Agreement shall not be construed as a waiver of its rights to insist on
performance of that same provision, or any other provision, at some other time.
Any waiver, variation or amendment, or modification, of any term or condition of
this Agreement shall be effective only if in writing signed by an authorized
representative of both Parties hereto. The waiver by either Party of any right
created by this Agreement in one or more instances shall not be construed as a
further continuing waiver of such right or any other right created by this
Agreement. 11.10 Entire Agreement. The English language version of this
Agreement shall be the official text hereof, despite translations or
interpretation of this Agreement in other languages. This Agreement constitutes
the entire agreement between the Parties concerning the subject matter hereof,
and expressly supersedes any prior written or oral understandings or agreements
between them with respect to the subject matter hereof. I accept the terms in
the license agreement
I do not accept the terms in the license agreement I Agree

 


AXCIENT X360RECOVER

SETUP

 
Appliance
Vault
Management Portal
OS Recovery


Next
 

 

AXCIENT X360RECOVER

SETUP

Root Password: Confirm Root Password:   Minimum requirements: 10 characters
length, 1 upper-case, 1 lower-case, 1 digit and 1 special character   Replibit
User Password: Confirm Replibit User Password:   Minimum requirements: 8
characters length  

Admin (Web GUI) Password: Confirm Admin (Web GUI) Password:   Minimum
requirements: 8 characters length  


Next

AXCIENT X360RECOVER

RMC LOGIN

 

Clicking the button, you will be redirected to the RMC portal for login.

Login

AXCIENT X360RECOVER

RMC LOGIN

 



Refresh

AXCIENT X360RECOVER

RMC LOGIN

 

Unable to get clients. Please refresh the page to try again.

Refresh

AXCIENT X360RECOVER

SETUP

Organization: Select...   Client Username: Select...   Appliance Alias:  

Get Clients Next


AXCIENT X360RECOVER

SETUP

Organization: Select...  

Next


AXCIENT X360RECOVER

OS RECOVERY

Please read the following instructions

You have chosen to recover the previous identity, configuration, and data on this device.
In order to proceed you will need the following information:
    The Server ID of the previous installation
    The authentication token of the previous installation
If this device was previously deployed as an Appliance at a customer site, you may retrieve the Server ID from the Replibit License Portal. Login to the License Portal using your Replibit Partner login credentials. Select Users, then Licensing from the left pane and locate the Location for the device you are recovering in the main view. Click on the work 'yes' in the main window and the Server ID will be revealed. Once you have the Server ID, open a ticket with support, provide the Server ID, and request the RBAS Authentication Token for the device.
If the device you are recovering was previous configured as a Vault, Contact support for assistance in locating both the Server ID and the Authentication Token
You will need to have both the Server ID and Authentication Token to continue past this point


Next

Server ID:   Authentication token:


Recover

 


AXCIENT X360RECOVER

SETUP

Select Time Zone:
Select Timezone:

NETWORK INTERFACE FOR CLUSTERING

Select...
Refresh  

Setup



AXCIENT X360RECOVER

SETUP

 

This machine does not have hardware-assisted virtualization.

Requires processors capable of hardware-assisted virtualization with AMD-V™,
Intel® VT or VIA® VT turned on in the BIOS.

Reboot Proceed
 

AXCIENT X360RECOVER

Checking Updates