October 16, 2023
Your use of the Lens Desktop Software is subject to these Additional Terms (the “Additional Terms”), which supplement and are incorporated into the Lens Terms of Service Agreement (collectively; the “Agreement”). By downloading, installing or using the Lens Desktop Software in any manner, you represent and affirm that you have read, understand and agree to be legally bound by and comply with Lens Terms of Service Agreement and these Additional Terms. If you do not agree with Lens Terms of Service Agreement and these Additional Terms, you are not authorized to use the Lens Desktop Software in any manner.
1.1. Conditioned upon your compliance with the terms and conditions of this Agreement and payment of all applicable subscription fees (the “Lens Subscription”), Mirantis grants you a non-exclusive, non-transferable, royalty-free right to install and execute the executable form of the Lens Desktop software provided by Mirantis (the “Lens Desktop”), solely for internal use by a single person during the applicable term.
1.2. Your Lens Subscription may include certain Lens Desktop features, cloud services, support and/or other services (collectively; “Lens Subscription Benefits”). Access and use of Lens Subscription Benefits may be subject to separate terms and conditions applicable to such benefits and may incur additional fees. They are not covered by this Agreement.
1.3. You may install the Lens Desktop on both a primary and a secondary computer or operating system, solely for your convenience, but only for use by a single person. You may make a single copy of the Lens Desktop solely for backup or archival purposes. For the sake of clarity, you may only use one installation at any given time. Mirantis may in its sole discretion authorize you to install the Lens Desktop on additional computers or operating systems upon deactivation of the Lens Desktop installed on existing computers. For clarity, in no event may Third Party Service providers directly or indirectly distribute, run or use the Lens Desktop so that it is executed on or simulated by the cloud or a remote server and transmitted over the Internet or other network except where they are acting on your behalf.
1.4. The Lens Desktop incorporates or is bundled with Third Party Software governed by separate terms, including open source licenses. Such Third Party Software terms are identified in the LEGAL.TXT file bundled with the Lens Desktop and incorporated into this Agreement by reference. You agree that you have reviewed and accepted all applicable Third Party Software terms and that your use of the Lens Desktop and/or any Lens Desktop extensions will be deemed acceptance of such Third Party Software terms.
2.1. You represent and warrant that you are Tier Eligible at all times. Tier Eligible means that your Total Finances cannot exceed the financial thresholds, as defined on Lens Website and pricing (“Financial Thresholds”), for the Lens Subscription tier you (or those providing services to you) are using. Tier Eligibility is measured for the most recent twelve (12) month period. If you are mid-project, and your Total Finances grow to exceed the Financial Threshold of the Lens Subscription tier you are using, you do not need to start from scratch - you can simply upgrade your license and continue working. How we measure your Total Finances varies based on who you are. Financial Thresholds are shown in US currency and your Total Finances will be converted to US currency to determine your Tier Eligibility.
2.2. Total Finances are measured like this: (a) if you are a Legal Entity (other than to provide services to someone else), your Total Finances are your gross revenues and/or funding (no matter what the source); (b) if you are a Not-for-Profit Entity, your budget for the entire entity (not just the department); (c) if you are an individual or a Legal Entity providing services to a third party, your Total Finances is deemed to be your customer or client’s Total Finances; and (d) if you are an individual, but not providing services to a third party, your Total Finances are the amount generated in connection with your use of the Lens Desktop. In this case, your Total Finances would not include amounts you generate from other work (for example, if your day job is as a bus driver).
2.3. You understand that it is your responsibility to maintain complete records establishing your Tier Eligibility and you bear the burden of proving your Tier Eligibility.
2.4. If Mirantis deems, based on reasonable grounds, such as corporate body extension in your email address and the size of such corporate body, that you are not Tier Eligible, Mirantis may share your personal details (name, email address and Lens ID) with the representatives of such corporate body for compliance. Mirantis relies on the legitimate interest of protecting its commercial rights and preventing fraud.
3.1. The Lens Desktop may provide an option to use extensions developed by Mirantis or third parties. The use of extensions is subject to their own licenses, and not this Agreement. Mirantis does not distribute, license, or provide any warranties for any of the third-party extensions.
4.1. Except as expressly specified in this Agreement, you may not: (a) copy (except in the course of loading or installing) or modify or create derivative works of the Lens Desktop; (b) distribute, transfer, sublicense, lease, lend, rent or otherwise provide access to the Lens Desktop to any third party; (c) directly or indirectly make the functionality of the Lens Desktop available to multiple users or third parties through any means, including but not limited to by uploading the Lens Desktop to a network or file-sharing service or through any hosting, application services provider, service bureau, software-as-a-service (SaaS) or any other technology or service; (d) use the Lens Desktop for competitive analysis or to develop a competing product or service; or (e) do anything that could cause or result in the Lens Desktop being subject to any open source license (or similar license) that requires as a condition of use, modification or distribution that the Lens Desktop or other software combined or distributed with the Lens Desktop be: (i) disclosed or distributed in source code form; (ii) licensed for the purpose of making derivative works; or (iii) redistributable at no charge. You acknowledge and agree that portions of the Lens Desktop, including but not limited to the source code and the specific design and structure of individual modules or programs, are confidential and constitute or contain trade secrets of Mirantis and its licensors. Accordingly, you agree not to disassemble, decompile, modify or reverse engineer the Lens Desktop, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by this Agreement or by law notwithstanding this prohibition.
4.2. For avoidance of doubt, the Lens Desktop is built on the open source project, Open Lens, made available under the MIT License. This Agreement does not limit your rights of using Open Lens open source project under the MIT license.
You acknowledge and agree that Mirantis has no obligation under this Agreement to provide patches, updates, new releases or new versions of the Lens Desktop.
7.1. Subscriptions for the Lens Desktop will remain in effect for the initial subscription period, and thereafter such subscription will automatically renew in accordance with your original payment frequency and commitment period at the then-current list price for such plan, or as otherwise authorized by Mirantis, unless you select a different available renewal option (i.e., payment frequency and/or commitment period) in your account (for subscriptions purchased online), otherwise change or renew your subscription plan, or terminate and cancel it as described in Section 7 of the Lens Terms of Service prior to the end of your current commitment period. For clarity, subscriptions for the Lens Desktop are not cancelable during the applicable subscription term and are non-refundable. Upon termination, you must promptly delete and destroy all copies of the Lens Desktop in your possession or control.
7.2. If you have fully paid seats licensed with a perpetual licensing model, those seats will remain in effect unless earlier terminated in accordance with the Agreement.
Lens Desktop, including technical data, may be subject to US export control laws including the U.S. Export Administration Act and its associated regulations, and sanctions control regimes of the United States and may be subject to export or import laws or regulations in other countries. You represent, warrant and covenant that you (i) are not a prohibited party identified on any government export exclusion lists or a member of a government of any other export-prohibited countries pursuant to applicable export and import laws and regulations, (ii) will not transfer software, technology, and other technical data to export- prohibited parties or countries otherwise in violation of U.S. or other applicable export or import laws, or use Lens Desktop or any other Mirantis products or documentation for military, nuclear, missile, chemical or biological weaponry end uses in violation of U.S. export laws.
Mirantis may update these Additional Terms at any time for any reason and without notice (the “Updated Terms”). If material modifications are made to these Terms, Mirantis will notify you of the modification through Lens Desktop in-app notification or email. Your continued use of any part of the Lens Desktop following such notification constitutes your acceptance of the Updated Terms.