This End User License Agreement (the “Agreement”) is entered into by and between MinIO, Inc., a Delaware corporation with its principal place of business at 275 Shoreline Drive, Suite 100, Redwood Shores, CA 94065 (“MinIO”), and the individual or entity accessing or using the Software (“End User”). Each of MinIO and End User are referred to herein individually as a “Party” and collectively as the “Parties.”
By clicking “I Accept” or otherwise indicating acceptance electronically, or by downloading, installing, or using the Software, End User agrees to be bound by the terms of this Agreement. If End User does not agree to these terms, End User must not download, install, or use the Software.
1. Definitions
1.1. “Software” means MinIO’s proprietary object storage software application in object code form, including any Updates and Upgrades, provided under this Agreement.
1.2. “Documentation” means user manuals, reference manuals, installation guides, and other technical material provided with the Software.
1.3. “BYOL” means the Bring Your Own License model under which End User obtains a license directly from MinIO to activate and use the Software. The license is not available for purchase through the marketplace.
1.4. “Updates and Upgrades” means subsequently released versions of the Software, Updates, and Upgrades do not include any products that MinIO licenses separately or for an additional fee.
1.5. “Usage Limit” means the number of units or other metrics of usage as specified in the applicable license key or agreement.
2. License Grant and Restrictions
2.1. License Grant. Subject to the terms and conditions of this Agreement, MinIO grants End User a limited, worldwide, non-exclusive, non-transferable, non-sublicensable license to download, install, and use the Software solely in connection with End User’s internal business operations. The Software is provided as a BYOL (Bring Your Own License) AIStor image, which requires a valid license key obtained directly from MinIO to activate and function. End User acknowledges and agrees that the Software will not operate without such a license key, and it is the End User’s responsibility to procure the license directly from MinIO prior to use.
2.2. Restrictions. Except as explicitly provided in this Agreement or as permitted by applicable law, End User will not:
(a) copy, modify, or create derivative works of the Software or Documentation;
(b) rent, lease, lend, sell, sublicense, assign, distribute, or otherwise make the Software available to any third party;
(c) reverse engineer, decompile, or disassemble the Software;
(d) remove any proprietary notices from the Software or Documentation; or
(e) use the Software in a manner that violates applicable laws or regulations, including but not limited to DORA, GDPR, and CCPA
2.3. Compliance. End User agrees to use the Software in compliance with all applicable laws, regulations, and industry standards, including but not limited to data protection and privacy laws such as the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and the Digital Operational Resilience Act (DORA). End User acknowledges and agrees that:
(a) MinIO is not responsible for ensuring End User’s compliance with any laws or regulations applicable to End User’s use of the Software;
(b) End User is solely responsible for obtaining any necessary consents, authorizations, or approvals required for its use of the Software, including but not limited to those related to the processing of personal data;
(c) MinIO shall not be liable for any fines, penalties, or damages arising from End User’s failure to comply with applicable laws or regulations; and
(d) End User shall indemnify, defend, and hold harmless MinIO, its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys’ fees) arising out of or related to End User’s non-compliance with applicable laws or regulations.
3. Proprietary Rights
3.1. Ownership.
The Software and Documentation are licensed, not sold, to End User. MinIO retains all rights, title, and interest in and to the Software and Documentation, including but not limited to all copyrights, trademarks, trade secrets, patents, and other intellectual property rights therein. No rights or licenses are granted to End User except as expressly set forth in this Agreement. Any rights not explicitly granted to End User are reserved by MinIO.
3.2. Protection of Intellectual Property.
End User acknowledges that the Software and Documentation contain proprietary and confidential information of MinIO, including but not limited to trade secrets, algorithms, and source code. End User agrees to take all reasonable measures to protect the confidentiality of the Software and Documentation and to prevent any unauthorized access, use, or disclosure.
3.3. Prohibited Actions.
End User shall not:
(a) copy, modify, or create derivative works of the Software or Documentation;
(b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software, except to the extent expressly permitted by applicable law;
(c) remove, alter, or obscure any proprietary notices, labels, or marks on the Software or Documentation;
(d) use the Software or Documentation in any manner that infringes, misappropriates, or violates MinIO’s intellectual property rights; or
(e) allow any third party to engage in any of the foregoing actions.
3.4. Feedback.
If End User provides any feedback, suggestions, or recommendations regarding the Software or Documentation, MinIO shall own all rights, title, and interest in and to such feedback. End User hereby assigns all rights in such feedback to MinIO and agrees to execute any documents necessary to effectuate such assignment.
3.5. Enforcement.
End User acknowledges that any unauthorized use, reproduction, or distribution of the Software or Documentation would cause irreparable harm to MinIO for which monetary damages may be inadequate. Accordingly, in addition to any other remedies available at law or in equity, MinIO shall be entitled to seek injunctive relief to prevent or mitigate any such unauthorized use, reproduction, or distribution.
3.6. Audit Rights.
MinIO reserves the right to audit End User’s use of the Software and Documentation to ensure compliance with this Agreement. Such audits may be conducted during normal business hours upon reasonable notice. If an audit reveals any unauthorized use of the Software or Documentation, End User shall promptly pay MinIO any applicable fees and reimburse MinIO for the costs of the audit..
4. Data Protection and Privacy
4.1. GDPR Compliance. MinIO will process any personal data in accordance with its Privacy Policy and applicable data protection laws, including the General Data Protection Regulation (GDPR). End User consents to such processing as necessary for the performance of this Agreement.
4.2. CCPA Compliance. If End User is a California resident, End User has the rights provided under the California Consumer Privacy Act (CCPA), including the right to know, delete, and opt-out of the sale of personal data.
4.3. International Compliance. MinIO will comply with applicable international data protection laws and regulations. End User agrees to provide any necessary consents or authorizations required under such laws.
5. Term and Termination
5.1. Term. This Agreement is effective as of the date End User first downloads, installs, or uses the Software and will remain in effect until terminated as set forth herein.
5.2. Termination. MinIO may terminate this Agreement immediately if End User breaches any provision of this Agreement. End User may terminate this Agreement by ceasing all use of the Software and destroying all copies of the Software and Documentation.
5.3. Effect of Termination. Upon termination, End User must cease all use of the Software and destroy all copies of the Software and Documentation. Sections 2.2, 3, 4, 6, and 7 will survive termination.
6. Disclaimer of Warranties
THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. MINIO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. MINIO DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED.
7. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL MINIO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUE, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF THE SOFTWARE. MINIO’S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT PAID BY END USER FOR THE SOFTWARE.
8. Governing Law and Dispute Resolution
8.1. Governing Law. This Agreement will be governed by the laws of the State of California, without regard to its conflict of laws principles.
8.2. Dispute Resolution. Any disputes arising out of or related to this Agreement will be resolved exclusively in the state or federal courts located in Santa Clara County, California.
9. General Provisions
9.1. Assignment. End User may not assign this Agreement without MinIO’s prior written consent.
9.2. Entire Agreement. This Agreement constitutes the entire agreement between the Parties regarding the Software and supersedes all prior agreements.
9.3. Severability. If any provision of this Agreement is found to be unenforceable, the remaining provisions will remain in full force and effect.
9.4. Notices. All notices under this Agreement must be in writing and sent to the addresses specified by the Parties.
10. Termination Upon Licensing.
Upon the End User’s acquisition of a valid license from MinIO, this Agreement shall automatically terminate. The End User acknowledges and agrees that, following such termination, their use of the Software will be governed exclusively by the terms and conditions of the MinIO Customer License and Subscription Agreement, which will supersede this Agreement in its entirety.
IN WITNESS WHEREOF, by clicking “I Accept,” End User agrees to the terms of this Agreement.
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