XPNTL Software Terms
1. Agreement and acceptance
1.1 These terms (the Terms) are a contract between Xponential Systems Inc. (XPNTL, we, us) and the person or organization that installs or uses the Software or the Service (you). If you accept for an organization, you confirm you may bind it.
1.2 You accept the Terms by selecting "I agree" on a screen that shows the Terms, or a link to them next to the button, before the Software or the Service can be used. We ask for that click from every user, including on the Free tier, in a trial, with a demonstration license and in simulator mode. Using the Software or the Service after that screen also shows your acceptance. We record which version you accepted, when, and on which installation, and we keep earlier versions for at least three years. If you do not agree, do not use the Software or the Service.
1.3 Every user is covered, whether or not you have paid: licensed customers, trial users, holders of demonstration licenses, users of free features, users of simulator mode, and anyone using the assistant or any other part of the Service.
1.4 The Terms have a version. We may change them. A changed version applies when you accept it (the Software asks again) and, for a service you keep using, after reasonable notice. Your acceptance of each version is recorded.
1.5 The Schedule for a product forms part of the Terms for that product. If they conflict, the Schedule prevails for that product.
1.6 A partner (section 19) may brand the Software and supply its own terms. Those terms must contain at least the protections in sections 4, 9, 11 and 12; where they do not, these Terms fill the gap.
2. Definitions
Software: the XPNTL applications you install (XPNTL Solo, including Solo Pro; XPNTL Sentry; and, when released, XPNTL Library, including Library Pro) and their updates. Pro features: additional features a license may include for the same product; they are part of that product's license, not a separate product. Service: our servers and hosted features the Software uses (license service, relay, assistant, rules updates, support sessions). License key / license file: what activates entitlements. Content: the diagnostic rules, assistant instructions, knowledge base and documentation. Device or media: tape drives, cartridges, libraries, adapters and hosts you connect. Free tier: any use of the Software that needs no license key.
3. License grant
3.1 Subject to these Terms and, where applicable, payment, we grant you a limited, non-exclusive, non-transferable license to install and use the Software on the number of computers, and with the number of drives, that your license allows, for your internal business purposes. We may end the license only on the grounds in section 14.2.
3.2 The Free tier, trials and demonstration licenses are licensed for the same purposes and on the same terms, except as a Schedule states.
3.3 We keep all rights not expressly granted. Nothing here transfers ownership of the Software, the Service or the Content.
3.4 Simulator mode lets you evaluate the Software without a tape drive. It is subject to these Terms like any other use.
3.5 Free tier. The Free tier is provided as is, without support or warranty. We may change or discontinue free features with at least 30 days' notice. We will not charge you retroactively for a feature that was free when you used it, and we will not delete your data because you have not paid; your data stays on your own media.
4. Restrictions
4.1 What you may not do. You may not, and you may not allow anyone else to:
(a) reverse engineer, decompile, disassemble, decrypt, or otherwise attempt to discover the source code, algorithms, data or file formats, prompts, diagnostic rules, models, or knowledge base of the Software or the Service, in whole or in part;
(b) circumvent, disable, or tamper with any license, activation, entitlement, usage-limit, or safety mechanism, including by modifying or forging a license file, replacing verification keys, or altering the Software's records of its own state;
(c) probe, scan, stress-test, or attempt to gain unauthorized access to our servers, license service, relay, or assistant, or use automated means (including scraping, scripts, or bots) to extract responses, rules updates, or other content from the Service;
(d) copy, modify, translate, or create derivative works of the Software or Service, except as expressly permitted in writing;
(e) copy or derive from the Software, the Service, or the Content (including outputs, rules, and knowledge) to build, train, or improve a product or service that is substantially similar to them;
(f) remove or alter any proprietary notice, license notice, or mark; or
(g) publish or share license keys, license files, rules updates, or the results of any of the above.
4.2 Everyone is covered, as stated in 1.3.
4.3 Confidential information. The Content and the non-public parts of the Software are our confidential information and trade secrets. You will not disclose them and will use them only to use the Software as permitted.
4.4 Rights the law does not let us remove. If applicable law gives you a right that cannot be waived by contract (for example, limited decompilation to achieve interoperability), you may exercise it only after giving us written notice and a reasonable opportunity to supply the information you need, only to the minimum extent the law allows, and anything you learn remains our confidential information.
4.5 Third-party components. Open-source and other third-party components in the Software are licensed under their own terms, which govern them. Nothing in section 4 limits a right those terms give you.
4.6 Our remedies. If you breach section 4 we may suspend or revoke your license and access, and you agree a breach may cause harm that money alone cannot repair, so we may ask a court for an injunction in addition to other remedies.
4.7 Security reports. We welcome good-faith reports sent to [email protected]. Reporting in good faith, without accessing other people's data, disrupting the Service, or publishing details before we have had reasonable time to respond, is not a breach of 4.1(a) or 4.1(c).
4.8 Reviews and test results. Nothing in these Terms restricts you from publishing an honest review of the Software or your own test results, provided you do not disclose our confidential information or license keys.
5. Ownership and feedback
5.1 XPNTL and its licensors own the Software, the Service and the Content and all intellectual property in them.
5.2 If you send us suggestions or feedback, we may use them without obligation to you. Feedback is not your confidential information.
5.3 XPNTL and the product names are marks of XPNTL. Third-party names (for example IBM and ATTO) are used only to identify compatible products; no endorsement or affiliation is implied.
6. Fees, renewal and maintenance
6.1 Fees, license length and what a license covers are set out in your order and the applicable Schedule. You are buying a license to use the Software, not the Software itself. Fees exclude taxes, which you pay where they apply.
6.2 Maintenance and renewal work as the Schedule describes. Renewals are not automatic.
6.3 Refunds. You may ask for a refund within 30 days of purchase for a license key that has never been activated. Once a key has been activated, or if a license is revoked for breach of these Terms, fees are not refunded, except where the law requires otherwise. Trials and demonstration licenses are free and carry no fee to refund.
7. Updates and support
7.1 We may provide updates and support as the Schedule and your order describe. We have no obligation to provide any update, feature, or support that is not described.
7.2 For a partner-branded product, the partner provides first-line support to its customers (section 19).
8. Data and privacy
8.1 What data the Software and the Service collect and why, how long we keep it, and who processes it is stated in the Schedule and in our privacy notice at xpntl.com/privacy, which forms part of these Terms for that purpose. The notice is available from the Software's Help. We describe security measures only if we actually have them.
8.2 The Software is designed to keep data local by default. Data leaves your computer only as the Schedule and any notice you acknowledge describe. The Software does not read or send the contents of your tapes or your files, except as a Schedule states for a support session you start.
8.3 We may use de-identified, aggregated performance information from many customers (for example drive model, firmware level, speeds and error counts, without names, serial numbers, host names or chat text) to improve the Software, and we will not attempt to re-identify it.
8.4 The Service is offered in the United States. Do not use it for personal data or users in places where the Service is not offered.
8.5 We will delete your session data on request within 30 days.
8.6 System, device and diagnostic information. To license, support and improve the Software, the Software collects information about your computer and your tape equipment: the operating system and its version; the processor, memory, and disk model and firmware; the adapters and connections between your computer and your tape drives (for example Thunderbolt, SAS or Fibre Channel adapters, their firmware and link status); the tape-related software installed; and the make, model, firmware and serial number of your tape drives and cartridges, with their health and error information (including TapeAlert flags, error counters, temperature and the cartridge memory). Drive and cartridge serial numbers are required to identify your equipment and to check warranty and maintenance eligibility; support and warranty service cannot be provided without them. We use this information only to (a) activate and administer your license, (b) provide support, diagnosis and warranty service, including with your hardware provider where you ask us to involve them, and (c) improve the Software, in de-identified form as section 8.3 describes. We do not sell it. When each product sends it, how long we keep it and who processes it are stated in the Schedule and at xpntl.com/privacy. The Software does not collect your computer name, user name, network hardware (MAC) addresses, Wi-Fi network names, private network addresses, or the contents of your files or tapes.
8A. The assistant (automated features)
8A.1 The Software may include an assistant that uses artificial intelligence, operated by us or through a third-party model provider. Its output may be inaccurate, incomplete or unsuitable, and may suggest actions that affect your data or equipment.
8A.2 Verify important suggestions yourself before acting, and have a person with appropriate expertise review any step that could affect data or equipment. The assistant does not perform a tape-write or other destructive step without your separate confirmation on your own computer.
8A.3 Do not submit sensitive personal, financial or secret information to the assistant. What you type and the assistant's replies are sent to our servers and to the model provider as the Schedule and any notice you acknowledge describe.
8A.4 We give no warranty that the assistant's output is correct, and we are not responsible for actions you take or allow on the strength of it, except as section 12.4 requires. The third-party model provider's terms apply to its part of the service.
9. Your responsibilities
9.1 You are responsible for your data and your backups. The Software is a tool; it does not remove your responsibility to keep current, tested backups, to choose suitable media and systems, and to verify that what you back up can be restored.
9.2 The Software is for use by qualified IT personnel. We do not provide professional services under these Terms.
9.3 You are responsible for confirming that a cartridge is expendable before you approve any action that overwrites or formats it, for who has access to your systems and license key, and for the conduct of anyone you allow to use the Software, including your own or a partner's technicians.
9.4 You will comply with applicable law in your use of the Software.
10. Third-party software and services
Third-party software, drivers, operating-system components, and services (including the assistant model provider and hosting) are governed by their own terms and availability. We are not responsible for them.
11. Disclaimer of warranties
11.1 To the maximum extent permitted by law, the Software, the Service and the Content are provided "as is" and "as available", without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and any warranty that the Software will be uninterrupted or error-free, that data will be recoverable, or that any drive, cartridge, or system will be free of faults.
11.2 Diagnostic and verification functions are aids. Their results depend on your devices and are not a guarantee of the condition of your media, drives, or data.
11.3 Nothing in this section 11 excludes a warranty or right that cannot be excluded by law, and section 11 is subject to 12.4. Some places do not allow some disclaimers; where that applies, the disclaimer applies to the extent the law allows.
12. Limitation of liability
12.1 Loss not caused by an action the Software performed. XPNTL is not liable for loss or damage that is not caused by an action the Software actually performed. Without limiting that rule, XPNTL is not liable for loss or damage arising from events outside its control, including: power loss, power surge, lightning, fire, flood and other environmental events; hardware, drive, cartridge, media, adapter, cable or storage failure and ordinary wear; behavior of, or interaction with, the operating system, antivirus, drivers, firmware, or third-party backup software; pre-existing corruption, faults or misconfiguration; user or administrator error, including loading the wrong cartridge or treating a cartridge as scratch that was not; network or internet failure and third-party service outages; and actions of your or a partner's technicians outside the Software's fixed list of actions.
12.2 To the maximum extent permitted by law, XPNTL is not liable for indirect, incidental, special, consequential or exemplary damages, or for lost data, lost profits, lost revenue, business interruption or the cost of substitute goods or services, however caused and whatever the legal theory.
12.3 To the maximum extent permitted by law, XPNTL's total liability arising out of or relating to the Terms and the Software is limited to the fees you paid to XPNTL for the Software in the 12 months before the event giving rise to the claim or, for the Free tier, a trial or a demonstration license, US$100.
12.4 Exceptions. Nothing in the Terms excludes or limits liability for fraud, willful misconduct, gross negligence, or violation of law, or any other liability that cannot be excluded or limited by law, and sections 11 and 12 do not apply to that liability.
12.5 The limits apply to every claim, including in contract, tort (including negligence), and otherwise, and are an agreed allocation of risk reflected in the price and the Free tier.
12.6 Events beyond our control. We are not liable for a failure or delay in providing the Service caused by events beyond our reasonable control, including outages of hosting, network or third-party providers, power or communications failure, and acts of government or nature. This does not excuse a payment obligation and does not limit 12.4.
13. Indemnity
You will defend and indemnify XPNTL against third-party claims arising from your breach of section 4 or your use of the Software in violation of law, to the extent permitted by law. This indemnity is limited to those two causes.
14. Term, termination and revocation
14.1 The Terms apply while you use the Software or the Service.
14.2 You may stop at any time. We may suspend or end your access, or revoke a license, if you breach the Terms (including section 4), if a payment is not made, or as the law requires. Demonstration and trial licenses may also be withdrawn at any time.
14.3 Revocation and your data. A revoked or expired license never blocks you from reading your own data: the Software keeps working for restoring, browsing, verifying and exporting logs as the Schedule states. We will not disable your ability to restore data you backed up, whether or not your license or maintenance is current.
14.4 Sections that by nature survive (4, 5, 9, 11, 12, 13, 17, 18) survive termination.
15. Demonstration, evaluation and pre-release software
Some versions of the Software, and some licenses, are demonstrations, evaluations, or pre-release builds. They may change, may contain errors, may stop working, and are provided for evaluation only. Do not rely on a demonstration or evaluation build for your only copy of any data. All other sections apply to them. XPNTL Solo version 0.2.x is a demonstration release.
16. Export, sanctions, government users
You will comply with export-control and sanctions laws and will not use the Software where they prohibit it. Software delivered to the US government is commercial computer software with the rights these Terms give other users.
17. Governing law and disputes
17.1 California law governs the Terms, without regard to its conflict-of-laws rules.
17.2 The state and federal courts located in San Diego County, California, have exclusive jurisdiction, and you consent to them.
18. General
You may not assign the Terms without our consent; we may assign them with the business. Notices are given in the Software or to your registered email. These Terms, the Schedule, your order and the privacy notice are the entire agreement. If a provision is unenforceable, it is limited to the minimum extent needed and the rest continues. Not enforcing a provision is not a waiver. Order of precedence: the Schedule, then these Terms, then your order.
19. Partners and partner-branded versions
19.1 A partner (reseller, OEM or enterprise organization) that supplies the Software to its own customers must bind them to terms no less protective of XPNTL than sections 4, 9, 11 and 12, must not remove or weaken them, and must tell us of breaches it learns of.
19.2 For partner-branded versions the partner provides support to its customers with its own technicians, is responsible for those technicians' conduct, and routes support sessions to them. XPNTL technicians help only XPNTL's direct customers; any XPNTL help for a partner or its customers is a separate paid service.
19.3 The partner's agreement with XPNTL covers data roles, sub-processors and aggregate data.
Schedule 1. XPNTL Solo
S1.1 What it is. XPNTL Solo backs up files to LTFS tapes and restores them.
S1.2 License model. Perpetual license plus annual maintenance. Maintenance determines which new versions you may run: a version released after your maintenance end date is not covered. Versions released while your maintenance was current remain yours to use. Renewal extends from your previous end date, so a late renewal does not lose time. Solo Pro adds Pro features to the same license: upgrading replaces your license file with one that includes them, and your maintenance end date does not change.
S1.3 Activation. A license key is activated online, or offline with a request file and a license file. One key may be active on up to 3 installations; you may release an installation from the Software and activate another. A license covers the number of standalone tape drives shown in the Software for that license (Solo: 1; Solo Pro: up to 2). If more drives are attached, you choose which ones the license uses. Solo is not licensed for drives installed in a tape library; those need XPNTL Library.
S1.4 Pack keys. For keys bought in a pack, the maintenance period starts when a key is first activated. Unactivated keys do not expire; we may void an unused key.
S1.5 Trial. A 30-day trial is limited to one per tape drive and needs the drive's make, model and serial number, because the limit is per drive. A trial includes the Solo Pro features when Solo Pro is released, and then covers up to two standalone drives, like Solo Pro. When it ends, S1.6 applies.
S1.6 Without an active license. Simulator mode needs no license. If the Software is not activated, or your maintenance does not cover the version, new backups and formatting on a real drive are unavailable. Restoring, browsing, verifying and exporting logs keep working.
S1.7 Information sent. Activation sends your license key, this installation's id, the product, the version and the version of these Terms you accepted. The drive's make, model and serial number are sent only if you tick the box (a trial needs them). Not sent at activation or check-in: your name, computer name, file names or tape contents. Health monitoring and support are described in S1.12 and section 8.6. While the Software can reach the internet it checks your license with our license service from time to time, sending the same information as activation, so that renewals and changes reach you automatically; it never stops working because it cannot reach us. You can release your license from the Software at any time. We keep license records for the life of the license plus 3 years.
S1.8 Your data. Solo may be the only tool that wrote your backup. Keep a second copy of anything you need. Verification confirms what it read back; it is not a guarantee that every future read will succeed (sections 9.1 and 11.2 apply with particular force to Solo).
S1.9 Formatting and overwriting. Formatting a cartridge destroys the data on it. The Software asks you to confirm.
S1.10 Updates. While your maintenance is current you may install every version released during it, including new release lines, at no extra charge. A version released after your maintenance ends needs maintenance that covers it; renewing extends from your previous end date (S1.2). Fixes to a release line you are already covered for may be offered to you after your maintenance ends.
S1.11 Demonstration licenses. We may give partners and testers a demonstration license. It is free, is for evaluation only (section 15), may not be resold, and may be withdrawn at any time. A withdrawn license reaches your installation the next time it checks in (S1.7); after that, S1.6 applies.
S1.12 Health monitoring and support. The Software checks the health of your computer's data path, your tape drives and your cartridges (speeds, link status, drive error and alert counters, and the cartridge memory) when it is first run, each time it starts, and during jobs. These results stay on your computer. When you open a support chat, the Software sends us a health summary with the chat: the Software version, your operating system, drive and cartridge make, model and serial numbers (we need these to check warranty and maintenance), the health results, and recent job results. It sends the Software's log only if you choose to include it; the log may contain folder and file names. If the chat leads to a support ticket, the same information is attached to the ticket. Not sent: the contents of your files or tapes. Answers about the Software and about LTO tape are free. Deeper diagnosis of a hardware problem, including guided tests and a technician session, is available while your maintenance is current; otherwise the assistant will suggest you contact your hardware provider or add maintenance. We keep support chats for 12 months and diagnostic data for 90 days (section 8.5 applies).