LUCIDLINK TEAMCACHE ANNEX
This Annex forms part of the order form to which it is attached (the "Order Form"). The services described in the Order Form will be delivered in accordance with the LucidLink Terms & Conditions available at https://www.lucidlink.com/terms/ (the "Terms") and this Annex. By signing the Order Form, Customer acknowledges and agrees to the Terms and the additional provisions set forth in this Annex.
The following provisions supplement or modify the Terms:
1. LUCIDLINK TEAMCACHE FEATURE DESCRIPTION
1.1 Feature Overview. The LucidLink TeamCache (“TeamCache”) Feature is an optional LucidLink feature that enables site-level caching functionality in connection with Customer’s authorized use of the LucidLink Services. TeamCache is provided as part of the Services and is not sold, licensed, or made available as a standalone product. Customer obtains no right to receive or use TeamCache separate from the LucidLink Services, and no right to access any source code for TeamCache or any embedded third-party software.
1.2 Third Party Software Component. Customer acknowledges and agrees that TeamCache incorporates proprietary third-party software licensed to LucidLink by Varnish Software, Inc. ("Varnish Component"). The Varnish Component is integrated into and delivered as part of the TeamCache feature and cannot be separated, accessed, or used independently from the TeamCache feature.
1.3 Order of Precedence. In the event of a conflict between this TeamCache Addendum and the Terms, this TeamCache Addendum will control solely with respect to TeamCache. In the event of a conflict between this TeamCache Addendum and an applicable Order Form, the Order Form will control with respect to commercial terms expressly stated in the Order Form.
2. LICENSE GRANT AND SCOPE
2.1 Limited Right to Use. LucidLink grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term to deploy and use TeamCache, including the integrated Varnish Component, solely: (a) as part of the LucidLink Services; (b) for Customer’s internal business purposes; and (c) in object code form only, at the number of Authorized Sites and Cache Nodes permitted by the applicable Order Form or otherwise authorized by LucidLink in writing.
2.2 Affiliate and Contractor Use. Customer may permit its Affiliates and contractors to use TeamCache solely for Customer’s internal business purposes and solely under Customer’s control, provided that Customer remains fully responsible for their compliance with the Terms and this TeamCache Addendum.
3. DEPLOYMENT
Customer may install and operate TeamCache only on systems and environments that satisfy LucidLink’s then-current documentation and technical requirements. Customer is responsible for procuring and maintaining all local infrastructure required for TeamCache, including but not limited to servers or virtual machines, operating systems, networking, power, physical security, internet connectivity, and SSD or other storage media, unless expressly provided otherwise in an Order Form.
Customer shall not deploy more cache nodes, enable more worksites, or use TeamCache in excess of any licensed capacity, usage metric, or deployment limit stated in the Order Form, documentation, or administrative configuration made available by LucidLink. For purposes of compliance, each deployed Cache Node or other TeamCache instance counts toward Customer’s licensed TeamCache entitlement, whether active, passive, standby, test, disaster recovery, or production, unless LucidLink expressly agrees otherwise in writing.
Customer will provide accurate deployment information reasonably requested by LucidLink regarding TeamCache use, including worksite location, number of Cache Nodes, deployment status, and applicable customer contact information, solely for provisioning, support, compliance, and billing purposes.
LucidLink may provide limited customer identifying information (such as the customer name) to the Varnish Component solely as required to generate and administer license files for the TeamCache Feature.
4. RESTRICTIONS
4.1 In addition to any restrictions in the Terms, Customer will not, and will not permit any third party to:
4.1.1 copy, sell, resell, sublicense, lease, transfer, distribute, outsource, time-share, or otherwise make TeamCache available to any third party, except as expressly permitted under the Terms;
4.1.2 reverse engineer, decompile, disassemble, decode, adapt, or otherwise attempt to derive source code, underlying ideas, algorithms, file formats, or non-public APIs of TeamCache, except to the extent such restriction is prohibited by applicable law;
4.1.3 modify, create derivative works of, or separate TeamCache from the Services;
4.1.4 use TeamCache to develop, benchmark, train, validate, or improve a competing product or service, or for any competitive analysis intended to create a competing offering;
4.1.5 interfere with, circumvent, or disable any technical limitations, access controls, license controls, usage restrictions, telemetry, or security mechanisms in TeamCache;
4.1.6 use TeamCache in excess of purchased quantities, capacities, or worksites; or
4.1.7 remove, obscure, or alter any proprietary notices contained in TeamCache or related documentation.
5. CUSTOMER RESPONSIBILITIES
5.1 Deployment Environment. Customer is responsible for procuring, configuring, securing, maintaining, and paying for all hardware, virtual infrastructure, operating systems, network connectivity, local storage, and related environment required for TeamCache deployment and operation, unless expressly stated otherwise in an Order Form.
5.2 Local Environment. Customer is responsible for the performance, reliability, and security of its local network, local server or virtual machine environment, and any third-party systems or infrastructure used with TeamCache.
5.3 Configuration and Access. Customer will:
(a) deploy TeamCache only in accordance with LucidLink’s documentation and instructions;
(b) implement reasonable administrative, technical, and physical safeguards to prevent unauthorized access to TeamCache; and
(c) ensure that only authorized users access TeamCache through the Services.
5.4 No Prohibited Content or Unlawful Use. Customer will not use TeamCache in violation of applicable law, third-party rights, or the Terms.
6. THIRD PARTY COMPONENTS
TeamCache may include, interoperate with, or depend on third-party software, services, or components licensed or made available to LucidLink for inclusion in the LucidLink Services. As between LucidLink and Customer, LucidLink remains the sole contractual counterparty for TeamCache under the Terms, this TeamCache Addendum, and the applicable Order Form, and Customer has no independent right to use any embedded third-party software except as part of TeamCache as permitted under those agreements.
Customer acknowledges that certain third-party components may be subject to additional notices, attributions, or pass-through terms made available in documentation, a notice file, or the Services interface, and Customer agrees to comply with any such notices or pass-through terms to the extent applicable to Customer’s use of TeamCache
7. INTELLECTUAL PROPERTY
7.1 Ownership. As between the parties, LucidLink and its licensors retain all right, title, and interest in and to TeamCache, including all software, technology, documentation, updates, modifications, and related intellectual property rights as set forth in Section 8 of the Terms.
7.2 No Implied Rights. No rights are granted to Customer except those expressly stated in the Terms and this TeamCache Addendum.
8. DISCLAIMER
EXCEPT AS EXPRESSLY SET FORTH IN THE TERMS, TEAMCACHE IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND LUCIDLINK AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR THAT TEAMCACHE WILL OPERATE WITHOUT INTERRUPTION OR ERROR.
9. LIMITATION OF LIABILITY
9.1. Incorporation of Terms. The limitations of liability set forth in Section 15 of the Terms apply in full to Customer's use of the TeamCache feature, including any claims related to the Varnish Component.
9.2. Third-Party Component Limitation. Notwithstanding anything to the contrary, LucidLink's total aggregate liability to Customer for any claims arising from or relating to the Varnish Component (whether for breach of warranty, negligence, or any other theory) shall not exceed the fees paid by Customer to LucidLink specifically for the TeamCache feature in the twelve (12) months preceding the event giving rise to the claim.
10. GENERAL
10.1. Entire Agreement for TeamCache. The Terms, this Addendum, and the applicable Order Form constitute the entire agreement between LucidLink and Customer regarding the TeamCache feature and supersede all prior agreements, representations, and understandings relating thereto. Except as expressly modified by this TeamCache Addendum, the Terms remain in full force and effect.