Service Agreement Dated 06-02-2015
Terms and Conditions Definitions and Interpretations
In all VaultLogix Service Agreements the following definitions shall have the following meanings:
“Agreement” means this Agreement, including its Exhibits.
“Assisted Installation” refers to an installation in which VaultLogix is involved on the Customer behalf to complete a software installation for an end-user.
“Assisted Support” refers to assistance provided by VaultLogix to provide customer service/support to the Customers end-user.
“Business Day” means any day other than a Saturday, Sunday or a Bank Holiday in Massachusetts.
“Cancellation” is defined as a notification to LiveVault® account manager or email at email@example.com.
“Commencement Date” is defined as the date in which the Service is installed and available for use by Customer.
“Commitment” refers to the minimum storage that the Customer must maintain on the VaultLogix data vault on a monthly basis. If Customer has not met the commitment number then VaultLogix will invoice the Customer for the Commitment amount.
“Confidential Information” means all information not publicly known, used in or otherwise relating to a party’s business, customers or financial or other affairs, including, without limitation, information relating to (a) the marketing of goods or services including, without limitation, existing and future customer names and lists and other details of existing and future customers, (b) future products, business development or planning, commercial relationships and negotiations; (c) information relating to the Service and the VaultLogix Technology; (d) information received from third parties that a party is obligated to treat as confidential; (e) all information which is marked as confidential or proprietary, whether such information is disclosed orally, in writing or otherwise before or after the Effective Date; and (f) this Agreement.
“Customer” means the Customer as defined in the Agreement and shall include, but is not limited to the terms; Customer, Partner or Wholesale Partner.
“Customer Telephone Support” refers to the customer service phone support which VaultLogix provides to the Customer.
“Early Termination Penalty” means the Customer has terminated their service prior to the Minimum Service Period and is responsible for payment for the remaining months in the Minimum Service Period. (Example: Twelve month agreement with a Effective date of January. Customer cancels in the month October. There are two months remaining in the Minimum Service Period. The minimum monthly commitment is $200. The Early Termination Penalty will be $400.00, Two months remaining multiplied by the minimum monthly commitment).
“Effective Date” means the date this Agreement takes legal effect, being the date on the first page of the VaultLogix Order Form.
“Emergency Truckroll Restoration Service” refers to a VaultLogix service in which VaultLogix will provide the Customer with end-user data on a specific media format (CD, DVD or USB).
“Equipment” means the computer equipment (if any), racking (if any) and associated equipment (if any) used in connection with the provision of the Service and located on Customer’s premises for the time being.
“End-User License Agreement” means the Clickwrap license agreement between Customer and VaultLogix or its Licensor which the Customer must execute in order to install and license the Software and utilize the VaultLogix Service.
“GST” means goods and services tax.
“Installation Charges or Installation Fees” means the set up charges for establishing the Service.
“Laws” means all statutes, codes, ordinances, decrees, rules, regulations, municipal-by-laws, orders, decisions, rulings or awards, policies, voluntary restraints, guidelines, or any provisions of the foregoing, including general principles of common and civil law and equity, binding on or affecting the party referred to in the context of which such word is used and “Law” means any one of the foregoing.
“Licensor” means any component of the Service (including, but not limited to software, technology, and hardware) which VaultLogix licenses from a third party for purposes of providing the Service to the Customer.
“Max Native” means storage value defined as the greater of the native size of the largest single backup set that was backed up during the billing period or the Stored storage value.
“Minimum Service Period” also referred to as the MSP, means the Customer commitment from the Effective Date to completion of the Service agreement length (Example: Customer signs for a 12 month Minimum Service Period beginning in January. The Minimum Service Period will expire at the end of December).
“Monthly Charges” means the Monthly Data Charge, the Monthly Storage Usage Charge, Monthly Fees associated with the Service and any applicable monthly fees associated with the Service.
“Monthly Data Charge or Monthly Backup Fees” means the monthly charge for the time being for data backup and storage specified in and varied in accordance with the Additional Service Descriptions and Charges section in Exhibit A.
“Original Contract Date” means the date upon which the original contract went into effect.
“Payment Status” means that customer payment history is categorized into 5 payment levels; Current, (Current Payment Status is defined as ‘payment due within 30 calendar days from completion of a monthly billing cycle’), Past due, 30 days past due, 60 days past due, 90 days past due and 120 days past due. Varying degrees of penalties are applied depending on the level of past due payment status.
“Protected” means the storage value defined as the greater of the native size of the data being backed up to the vault or the Stored storage value. So for example, if backing up 4GB of data, the Protected Storage value would be 4GB. This includes the value of changed blocks that are backed up during incremental generations, and deleted files that still exist from previous generations.
“Ramp-up Period” refers to the timeframe in which the Customer has to reach the full Commitment.
“Service” means the VaultLogix service as described in this Agreement and Schedules, and including, without limitation the provision of people, infrastructure resources, support and access to and the use of VaultLogix software (including, without limitation, the Software), applications, hardware (including without limitation the Equipment), data center resources and interconnection to other third party networks and any other services provided by VaultLogix in connection with the backup, storage, and recovery of Customer data.
“Service Period” means the Customer commitment after the completion of the Minimum Service Period. (Example: Customer signs for a 12 month commitment beginning in January 1, 2010. The Minimum Service Period will end on December 31, 2010. The new Minimum Service Period will begin on January 1, 2011.)
“Software” means all and any software installed for purposes of the Service.
“Storage Maximum Quota” Maximum limit selected by Customer that defines the maximum allowed storage usage available to the Customer. When storage usage is reached, the Service will stop adding additional versions and/or backups until existing data is removed or the Storage Maximum Quota is increased.
“Stored” means the storage value after both compression and de-duplication. So for example, if backing up 4GB of word documents, the stored de-duped amount could be 2GB (or less), representing a 2:1 (or better) compression/de-duplication ratio.
“TotalSupport” refers to the screensharing tool which VaultLogix makes available to Customers and also uses to for remote diagnostics and support for installation and customer assistance.
“USB Data Return” is when VaultLogix provides the Customer with end-user data on a USB device.
“VaultLogix” means VaultLogix, the Service Provider.
“VaultLogix Technology” means any concepts, inventions, systems, processes, techniques, trade-secrets, trade-marks, patents, copyrights, methodologies, know-how, data, tools, templates, technology (including software in executable code and source code), documentation or any other information, data or materials, and any expressions of the foregoing, independently developed by and owned by VaultLogix or its Licensors prior to the provision of the Services under the Agreement or created at the request of Customer as customizations under the Agreement or any other agreement.
“Web Portal” refers to the VaultLogix tool in which a Customer can review storage usage, backup status, System Activity Logs, etc for all end-users.