HCL Informix on Azure Terms of Use

TERMS OF USE FOR HCL INFORMIX ON MICROSOFT AZURE MARKETPLACE
IF YOU/BUYER DO NOT HAVE SUCH AUTHORITY, OR IF YOU/BUYER DO NOT AGREE TO THESE TERMS OF USE, YOU/BUYER SHOULD NOT ACCEPT, USE, OR ACCESS HCL Informix.
This terms of use for HCL Informix, the License Agreement included in the product installer, and the Order (collectively, the “Agreement”) together make the Terms of Use (“Terms of Use”) for the purchase and use of HCL Informix by you/buyer (“You/Buyer”).
Once You/Buyer procures the HCL Informix virtual machine image under these Terms of Use, You/Buyer will receive a license to use the HCL Informix virtual machine image on Microsoft Azure cloud virtual machine instance and You/Buyer will be responsible for procuring and managing the Microsoft services required to deploy and run the HCL Informix virtual machine image on Microsoft Azure cloud virtual machine instance.
For the purposes of a purchase on Microsoft Azure Marketplace of HCL Informix, such transaction will be defined as an Order which could include, but not be limited to, a bill, invoice, service quote, cost allocation tag, vendor metered tag or any other method that can reasonably be considered a purchase, collectively defined as the Order (“Order”). Any capitalized terms used but not defined in this Terms of Use shall have the meanings given to such terms in the other documents of the Agreement.
In the event of a conflict regarding the subject matter herein, this Terms of Use shall prevail. By ordering, accessing, or using HCL Informix, You/Buyer agree to this Terms of Use.
1. HCL Informix is sold via the Microsoft Azure Marketplace. You/Buyer acknowledges that HCLSoftware has exclusive right, title and interest in and to all of the Intellectual Property Rights (“IPR”) in and to HCL Informix.
2. Charge Metrics. HCL Informix is sold under the charge metric(s) as specified in the Order.
3. Charges and Billing. The amount payable for HCL Informix is specified in an Order.
4. Technical Support. HCLSoftware’s affiliate Actian Corporation (“Actian”) shall provide Support for a Program in accordance with the current Support Policies posted at https://communities.actian.com/s/supportservices/policy.
5. Termination.
(A) In addition to HCLSoftware’s termination rights under the Agreement, HCLSoftware may terminate the Agreement, the Program license, and/or any Order at any time for convenience by providing five (5) days prior written notice to You/Buyer.
(B) Customer’s access to and use of HCL Informix will stand terminated: (a) in the event of a termination of the Microsoft Publisher Agreement between Microsoft and HCLSoftware related to the listing of HCL Informix in Microsoft Azure Marketplace, or (b) in the event HCL Informix is removed, suspended, or disabled by Microsoft. In case Customer’s access to and use of HCL Informix is terminated pursuant to this Section 5 (B), Customer will be able to access and use HCL Informix for a period of 90 days after termination, unless otherwise specified by HCLSoftware. For the avoidance of doubt, no refund shall be provided by HCLSoftware in case of termination of HCL Informix pursuant to this Section 5 (B). HCLSoftware shall not be liable for any losses, damages, costs, expenses or liability which arises out of or results from the termination of HCL Informix pursuant to this Section 5 (B).
6. Additional Terms.
a. You/Buyer agrees that HCLSoftware may publicly refer to You/Buyer as a subscriber to HCL Informix in a press or marketing communication.
b. You/Buyer may not resell HCL Informix to a third party.
c. You/Buyer should submit feedback to HCLSoftware and not to Microsoft. “Feedback” means (i) input, comments, responses, opinions, and feedback, concerning the definition, design or validation of HCL Informix. You/Buyer are not obligated to provide Feedback to HCLSoftware. Notwithstanding anything as outlined in any Agreement, to the extent that You/Buyer provides Feedback to HCLSoftware, any and all such Feedback becomes HCLSoftware IPR. For clarity HCLSoftware will have the right to utilize such Feedback worldwide, perpetually, irrevocably, royalty-free, with the right to sublicense, transfer or assign, to make, use, sell, offer to sell, have made, import, reproduce, prepare derivative works, distribute, incorporate or otherwise utilize such Feedback.
d. HCLSoftware is not a party to any agreement between You/Buyer and Microsoft and/or its Affiliates. You/Buyer agrees that it is herein procuring the license to access and use HCL Informix from HCLSoftware pursuant to these Terms of Use. As a supplier to HCLSoftware, Microsoft and/or its Affiliates are acting solely as an agent and/or provider of payment/Tax processing and other related services in order to facilitate the procurement by You/Buyer on the Microsoft Azure Marketplace of the license to access and use HCL Informix as is agreed hereunder and for no other purpose. The Parties agree that payment to Microsoft and/or its Affiliates acting on behalf of HCLSoftware shall be deemed to be payment to HCLSoftware for all purposes. For the avoidance of doubt, Microsoft and/or its Affiliates (and not HCLSoftware) is responsible for any Microsoft Azure services, or other Microsoft or third party products/services, that You/Buyer purchases from Microsoft and/or its Affiliates, including, without limitation, You/Buyer’s obligation to separately procure any or all necessary Microsoft or other third party service(s) in connection with any software or services that may be provided on the Microsoft Azure Marketplace.