Hashicorp Terms

1    Acceptance of Terms

1.1 By accepting these Terms:

(a) you warrant you are authorised by the entity entering into the licence for the Hashicorp products (Client) to accept these Terms;

(b) a binding contract is formed with the Client; and

(c)  the Client accepts:

(i)  the EULA located at https://eula.hashicorp.com/OnlineAgreements-BusinessPartner.pdf; and

(ii)  the Hashicorp product definitions referred to in these Terms.

1.2 Any different or additional terms and conditions set forth in any purchase order, confirmation, statement of work, quote, or similar form, even if signed or entered into after the date these Terms are accepted, will have no force or effect on these Terms or the Client’s purchase.

1.3  The licences purchased by the Client do not commence until the agreed start date, even if the applicable HashiCorp product is made available to Client in advance.

2  Payment and Title

2.1 Payment must be made in accordance with the Microsoft Marketplace Terms or otherwise as agreed with LAB3 Pty Ltd (LAB³).  

2.2 Ownership and title of any goods used in the provision of any goods or services will not pass until the Client has paid all amounts owed to LAB³.

2.3 Renewal of any Hashicorp licences will be subject to a price review, including where any applicable foreign currency exchange rates apply.

2.4 Stated fees are exclusive of all applicable taxes, levies, duties, VAT or GST.

3   Hashicorp Order Terms

3.1 Client Reporting – Client will notify LAB³ promptly when Client exceeds the number or type of licences purchased (Licence Entitlements). In addition to any other information reasonably requested by LAB³, Client will include in its notice the amount of the excess usage and the date on which it first exceeded its Licence Entitlements.

3.2 LAB³ Reporting – In the event that Client notifies LAB³ that Client has exceeded the Licence Entitlements, LAB³ will notify HashiCorp promptly the amount of the excess usage and the date on which Client first exceeded the Licence Entitlements. LAB³ will increase Client’s Licence Entitlement and adjust the ongoing subscription price to reflect the excess usage.

3.3 Products and Services – HashiCorp product definitions that apply to licenced products can be found at the following link: https://eula.hashicorp.com/ProductTerms.pdf and can be updated from time to time. Such updates will not materially degrade from those definitions.  Any professional services product(s) are described in more detail and governed by the terms set forth at: https://eula.hashicorp.com/ServicesDescriptions.pdf.

3.4 Bundled products and support – Where a package licence represents bundled products, it may not be separated into component parts or features. Client understands that it is responsible for licensing and paying the fees for both packages, including any support bundled therein. Any renewed packages must be renewed as a whole and may not be unbundled at that time either.

3.5  Gold Support – the fee for Gold Support is 20% of the total net licence fees for each Hashicorp product. Support Services Subscriptions are detailed at HashiCorp Help Center. 

3.6 Subcontractors – Client consents to use of subcontractor personnel by Hashicorp. A list of potential subcontractors is found at: http://hashi.co/virtual-bench-subcontractors.

4  Marketing and publicity

4.1 Name & Logo – HashiCorp may use Client’s name and logo on HashiCorp’s website and marketing collateral subject to compliance with branding guidelines if provided by Client in advance.

4.2 Press Release – Upon delivery of the Hashicorp products, HashiCorp may issue one press release (distribution costs paid by HashiCorp) to announce Client’s selection and use of the HashiCorp products. No financial or contract details will be included.

4.3 Case Study – Client will work with HashiCorp to create a case study describing how HashiCorp products have benefited its operations. HashiCorp will pay all costs associated with creation and distribution of the case study. Distribution of the case study and an accompanying press release is subject to Client’s prior approval.

4.4 Reference Calls – Subject to Client’s availability, Client will participate in reference calls as reasonably requested by HashiCorp in advance.