Version Date – 11/11/2025
YOU SHOULD CAREFULLY READ THE FOLLOWING BEFORE PURCHASING A SUBSCRIPTION TO OR USING THIS SFTP GATEWAY SOFTWARE FROM THORN TECHNOLOGIES LLC, A MARYLAND LIMITED LIABILITY COMPANY ("THORN"). BY ACCESSING AND/OR USING SFTP GATEWAY SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE WITH THIS EULA, YOU ARE NOT AUTHORIZED TO ACCESS OR USE THE SFTP GATEWAY SOFTWARE, AND, IF YOU ARE ACQUIRING THE SFTP GATEWAY SOFTWARE THROUGH A CLOUD SERVICE PROVIDER MARKETPLACE ("MARKETPLACE"), YOU SHOULD EXIT THE APPLICABLE PAGE OF THE MARKETPLACE FOR SUBSCRIBING TO THE SFTP GATEWAY SOFTWARE. THE SOFTWARE IS LICENSED, NOT SOLD. THE TERMS OF THIS EULA MAY BE REVISED OR UPDATED FROM TIME TO TIME BY THORN IN ITS SOLE DISCRETION. YOU SHOULD REVIEW THIS PAGE FROM TIME TO TIME TO LEARN OF ANY SUCH CHANGES OR UPDATES. IF YOU DO NOT ACCEPT ANY SUCH CHANGES TO THIS EULA, YOU MUST DISCONTINUE YOUR USE OF THE SOFTWARE. YOUR CONTINUED USE OF THE SOFTWARE FOLLOWING SUCH CHANGES SIGNIFIES YOUR ACCEPTANCE OF SUCH CHANGES.
This SFTP Gateway End User License Agreement ("EULA") is a binding legal agreement between Thorn and the business entity that registers to access and use Thorn's SFTP Gateway software (as more specifically identified on the applicable cloud marketplace or on an ordering document issued by Thorn, and together with user documentation ("Documentation") and updates for the SFTP Gateway software made available through Support, the "Software") (for itself and each of its officers, agents, members, principals, representatives, successors and assigns, collectively hereinafter called either "You", or "Your", as appropriate). Thorn shall provide maintenance and support services for the Software pursuant to its Maintenance and Support terms posted at https://www.thorntech.com/eula/SFTP-Gateway-Maintenance-Terms.html ("Support"), which terms Thorn may revise from time to time in its sole discretion.
1. GRANT AND TERM OF LICENSE.
1.1 License. Subject to the terms and conditions of this EULA and your compliance with the limitations on the entitlements to which You subscribe, and provided You make payment for the Software to the applicable Marketplace of the charges and fees listed on the applicable Marketplace page or to Thorn for the charges and fees set forth on the Thorn quotation or ordering document, Thorn hereby grants to You a restricted, limited-term, revocable, non-exclusive, personal, non-sublicensable, and non-transferable right to install (solely if your entitlements include a right of installation of the Software), access and use the Software solely for Your internal business operations in accordance with this EULA.
1.2 Term. The right granted in this EULA shall continue for the subscription term for which You have paid the fee to the Marketplace or to Thorn, and it will terminate automatically if you fail to comply with any provision of this EULA. The provisions of Sections 2, 3, 5, 7, 8 and 9 shall survive termination of the license.
1.3 License Key, Delivery and Acceptance. If you have purchased and paid Thorn for Software entitlements pursuant to a Thorn ordering document, Thorn will promptly deliver to You a license key in the form of an alphanumeric code that enables You to install and use the Software in accordance with the rights granted in Section 1.1 of this EULA. The Software will be deemed to have been delivered to and accepted by You upon provision of such license key.
2. COPYRIGHT.
The Software is owned by Thorn or its licensors and is protected by United States copyright laws and international treaty provisions. Therefore, you must treat Software like any other copyrighted material (e.g. a book or musical recording). Solely with respect to electronic documents included with the Software, you may make an unlimited number of copies (either in hard copy or electronic form), provided that such copies include all copyright and trademark notices and are used only for internal purposes and are not republished or distributed to any third party. You may not use the Software for purposes other than as authorized in this EULA or knowingly permit anyone else to do so.
3. OTHER CONDITIONS.
THE SOFTWARE IS NOT INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES, LIFE SUPPORT SYSTEMS, EMERGENCY COMMUNICATIONS, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS OR ANY OTHER ACTIVITIES IN WHICH THE FAILURE OF THE SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.
The Software constitutes confidential information of Thorn or its licensors and shall not be disclosed by you to any third party. You may not copy the Software, except that if Your entitlements include the right to install the Software on Your systems, You may make such number of copies of the Software as required for Your exercise of such entitlements and one (1) archival copy. You may not modify, translate, reverse engineer, decompile, disassemble or create derivative works based on the Software. All applicable rights to patents, copyrights, trademarks and trade secrets in the Software or any modifications to it shall be and remain the property of Thorn or its licensors. You may not redistribute any portion of the Software. You may not rent or lease the Software. Thorn reserves all rights not expressly granted to You.
4. ACCESS OBLIGATIONS; DATA.
You are responsible for obtaining and maintaining at your own expense all telephone or other communications links, computer hardware and other equipment, systems and facilities needed to install and operate the Software (if your entitlements include this right) and for access to and use of the Software operating in a Marketplace. Thorn does not have access to, or collect, use or disclose, any of Your data (whether the Software is operating on Your systems or those of a Marketplace provider), and, as between You and Thorn, you are solely responsible for protection of Your data.
5. TRIAL SUBSCRIPTIONS.
Thorn may make available certain features, functionality or versions of the Software, or other software for use as a beta, pilot, developer preview, non-production, evaluation, similar purposes, each as designated by Thorn ("Trial Subscription"). Thorn may terminate any Trial Subscription at any time for any reason in its sole discretion upon written notice. All Trial Subscriptions are provided strictly on an "AS-IS" basis without any representations, warranties, or obligations of Thorn, and Thorn shall not be liable for any loss, damage, injury, malfunction, unavailability, interruption, or claim arising from or related to any Trial Subscriptions. Upon Thorn's request, You agree to respond to Thorn's questions and otherwise provide comments and feedback to Thorn relating to Your use of a Trial Subscription.
6. NO WARRANTIES OR INDEMNITIES BY THORN; LIMITATION OF LIABILITY.
THE SOFTWARE AND SUPPORT FOR THE SOFTWARE IS PROVIDED TO YOU "AS-IS" AND WITHOUT WARRANTY OR INDEMNITY OF ANY KIND, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR WARRANTY OF ACCURACY OR COMPLETENESS OF ANY RESPONSES OR RESULTS. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE AND SUPPORT IS WITH YOU AND SHOULD EITHER PROVE DEFECTIVE, YOU (AND NOT THORN, ITS AFFILIATES, AGENTS, OTHER LICENSEES AND LICENSORS) ASSUME THE ENTIRE COSTS OF SERVICING, REPAIR OR CORRECTION OF SUCH DEFECTS. WITHOUT LIMITING THE FOREGOING, YOU HEREBY ACKNOWLEDGE THAT THORN WILL NOT BE RESPONSIBLE FOR THE OBLIGATIONS OF ANY MARKETPLACE PROVIDER TO YOU, FOR THE ACTS OR OMISSIONS OF A MARKETPLACE PROVIDER, OR FOR ANY THIRD PARTY PRODUCTS OR SERVICES FURNISHED TO YOU BY A MARKETPLACE PROVIDER.
IN NO EVENT SHALL THORN BE LIABLE TO YOU OR ANYONE ELSE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, OR FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR THE CLAIMS OF THIRD PARTIES, WHETHER OR NOT THORN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE POSSESSION, USE OR PERFORMANCE OF THE SOFTWARE OR ANY SUPPORT PROVIDED HEREUNDER. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THORN AND ITS LICENSORS FOR ANY DAMAGES, LOSSES OR CLAIMS ARISING FROM OR RELATING TO THIS EULA EXCEED FIFTY DOLLARS ($50).
7. CONSTRUCTION.
Thorn is willing to license the Software to You only in consideration of and in reliance upon the provisions of this EULA limiting the exposure of Thorn to liability. Such provisions constitute an essential part of the bargain underlying this EULA and have been reflected in the fees charged to You and in other consideration specified in this EULA. During and after the Term, you will not assert, nor will you authorize, assist, or encourage any third party to assert, against Thorn or any of our affiliates, customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding any portion of the Software.
YOU HEREBY AGREE TO BE RESPONSIBLE AND INDEMNIFY THORN ITS AGENTS, OFFICERS, REPRESENTATIVES SUCCESSORS AND ASSIGNS OF FOR ANY CLAIMS OR DAMAGES INCURRED AS A RESULT OF ANY BREACH OF THIS EULA BY YOU, YOUR OFFICERS, AGENTS, MEMBERS, PRINCIPALS, REPRESENTATIVES, SUCCESSORS OR ASSIGNS OR ANY OTHER PARTY ACCESSING THE SOFTWARE THROUGH OR UNDER YOUR ACCESS CREDENTIALS.
8. AUDIT.
You agree to maintain complete and accurate records of Your installation and use of the Software. Upon request of Thorn, You agree to provide Thorn with a report setting forth the number of instances of the Software that You have installed. In addition, upon fifteen (15) days' notice to You, You agree to provide Thorn no more than one (1) time in any twelve (12) month period with the necessary access to the Software to conduct an audit of Your compliance with this EULA and with limitations on Your entitlements in Thorn's ordering document or in a Marketplace purchase, either (i) remotely, or (ii) if remote access is not possible, at Your facilities, during normal business hours. In the event any such audit reveals that You have used the Software in violation of this EULA or in excess of Your entitlements, You agree to promptly pay to Thorn an amount equal to the difference between the fees actually paid and the fees that You would have been required to pay for Your actual use of the Software based on Thorn's published/list prices. This Section shall survive for a period of two (2) years from the termination or expiration of Your subscription to the Software.
9. U.S. GOVERNMENT RIGHTS.
If you are acquiring the Software on behalf of any part of the United States Government, the Software is provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the Government is subject to restrictions as set forth in subparagraphs (c)(1) and (2) of the Commercial Computer Software Restricted Rights clause at 48 CFR 52.227-19.
10. COMPLIANCE.
You agree to use all reasonable efforts to ensure that persons employed by you or under your direction and control abide by the terms and conditions of this EULA.
11. OPEN SOURCE SOFTWARE.
The Software may contain or be provided with open source libraries, components, utilities and other open source software (collectively, "Open Source Software"), which Open Source Software may have applicable license terms and conditions of the applicable licensor as identified on a website designated by Thorn or otherwise provided with the Software or Documentation. Notwithstanding anything to the contrary herein, use of the Open Source Software shall be subject to the applicable license terms and conditions for such Open Source Software.
12. GENERAL.
This EULA is governed by the laws of the State of Maryland. This EULA is the entire agreement between Thorn and You with respect to the subject matter hereof and supersedes any other agreements, communications or advertising with respect to the Software or Support, including without limitation any terms and conditions on any purchase order, all of which are expressly rejected. If any provision of this EULA is held unenforceable, that provision shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the remainder of this EULA shall continue in full force and effect. The headings used in this EULA are for convenience only, and shall not be given any legal import. Any item or service furnished by Thorn or its or their respective affiliates, agents, licensees and licensors in furtherance of this EULA, although not specifically identified in it, shall nevertheless be covered by this EULA unless specifically covered by some other written or electronic agreement accepted by you and an authorized representative of Thorn. You agree to comply with all U.S., foreign and local laws and regulations which apply to your use of the Software including without limitation, export control laws and regulations. Thorn has the right to assign, either directly or as a result of a change of control or by operation of law or otherwise, its rights and obligations under this EULA.
All correspondence regarding this EULA shall be directed to Thorn by e-mail to the following address: support@thorntech.com.
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