REVISION DATE: 25 MAY 2021

IN THE EVENT OF AN INCONSISTENCY BETWEEN THESE PLATFORM TERMS AND CONDITIONS AND A PRIOR WRITTEN AGREEMENT BETWEEN THE COMPANY (DEFINED BELOW) AND THE SERVICE PROVIDER (DEFINED BELOW), THESE PLATFORM TERMS AND CONDITIONS WILL CONTROL.

CLICKING "I AGREE" AT THE END OF THESE PLATFORM TERMS AND CONDITIONS CREATES A LEGALLY BINDING CONTRACT. MOREOVER, BY ACCESSING OR OTHERWISE USING THE PRODUCTS (DEFINED BELOW), SERVICE PROVIDER (DEFINED BELOW) AGREES TO BE BOUND BY THESE PLATFORM TERMS AND CONDITIONS AS THE COMPANY MAY UPDATE THEM FROM TIME TO TIME. IF SERVICE PROVIDER DOES NOT AGREE TO THESE PLATFORM TERMS AND CONDITIONS, SERVICE PROVIDER MAY NOT ACCESS OR USE THE PRODUCTS. THE DATE THAT SERVICE PROVIDER CLICKS "I AGREE" OR FIRST ACCESSES OR OTHERWISE USES THE PRODUCTS AFTER ANY UPDATE TO THESE PLATFORM TERMS AND CONDITIONS IS THE "EFFECTIVE DATE" OF THE PLATFORM TERMS AND CONDITIONS THEN IN EFFECT.

ACRONIS PLATFORM TERMS AND CONDITIONS

INTRODUCTION

  1. The company that accepts these Platform Terms and Conditions (including all Schedules and Exhibits attached hereto, these "Terms") by clicking "I Agree" at the end of these Terms or by first accessing or using the Products is referred to as "Service Provider."
  2. Acronis International GmbH ("AIG") or one of its affiliates ("Company") has either entered into a contract with a company ("Distributor") that is authorized to distribute certain of AIG’s software as a service ("SaaS") products or is willing to distribute SaaS to the Service Provider directly, in which case all references in these Terms to Distributor will refer to the Company.
  3. These Terms refer to each of Service Provider and Company individually as a "Party" and jointly refers to them as the "Parties."
  4. Service Provider wants to license from Company certain of AIG’s SaaS products as detailed in a purchase order or other contract between Service Provider and Distributor ("Order").
  5. Service Provider’s license will enable it to access the Products through AIG’s management console (the "Platform").
  6. Company currently offers the SaaS products Acronis Cyber Protect Cloud with Advanced Disaster Recovery, Advanced Backup, Advanced Security, Advanced Management, Advanced Email Security, Acronis Cyber Files Cloud, Acronis Cyber Notary Cloud, and Acronis Cyber Infrastructure through the Platform.
  7. Company currently partners with Infratel US, Inc., with a principal place of business at 100 N Howard St, Suite R Spokane WA, 99201 ("Infratel") to offer Infratel’s virtual telephone services and products (the "Omnivoice") to Service Provider on the condition that Service Provider agrees to Infratel’s terms and conditions.
  8. Company currently partners with Perception Point Ltd., a company registered in Israel, with a principal place of business at 3 Rothchild St., Tel-Aviv, Israel, ("Perception Point") to offer Perception Point’s email security services ("Advanced Email Security") to Service Provider on the condition that Service Provider agrees to Perception Point’s terms and conditions.
  9. Subject to the further definition of the term in Section 1.2 below, the term "Products" means the SaaS products that Service Provider will license from Company from time to time and access through the Platform. The term "Products" also includes the Platform, Acronis Physical Data Shipping (as more particularly described in Exhibit E to Schedule A, "PDS"), and all related documentation that Company does not make public on its websites.
  10. Service Provider may at its option, have Company host, or caused to be hosted, data stored using the Products, and these Terms refer to the hosting services Company provides, if any, as the "Services."
  11. Service Provider may use the Platform to manage use of the Products, other than the Platform, by the entities and individuals who use one or more of such Products for their intended purposes (each, an "End User").
  12. In these Terms, a "Downstream Service Provider" means a company other than Service Provider that pursuant to a contract with an entity other than Company uses the Platform to manage use of the Products by other companies and to manage End Users’ use of the Products other than the Platform.
  13. The Platform also allows Service Provider to resell the Products to "Resellers," which term includes (i) Downstream Service Providers, and (ii) companies who merely offer the Products for resale to other entities, whether those entities be Downstream Service Providers or those who simply purchase for subsequent resale.
  14. These Terms describe the terms and conditions upon which Company is willing to license the Products to Service Provider.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, Company and Service Provider agree as follows:

  1. SCOPE OF LICENSE GRANT
    1. Grant of License. Subject to these Terms, Company hereby grants to Service Provider a non-exclusive license to use the Products and Services directly, to resell the Products and Services, and to provide related services, to its Resellers and to End Users within the Territory (defined in Section 1.3 below). Service Provider may sublicense the rights granted in this license only to its Resellers in connection with the sale of the Products and only as specifically provided in these Terms.
    2. Licensed Products. The Products that Company licenses to Service Provider under Section 1.1 include only those Products and Services identified in Schedule A that are specified in any Order. The terms of Schedule A apply to Service Provider only to the extent that those terms relate to a Product purchased under an Order. The terms of Schedule A that relate to other Products do not apply. The Parties may amend Schedule A from time to time by a written document executed by both Parties if Service Provider wants to license from Company a product available for sale through the Platform that is not then subject to an existing order and not already included in Schedule A as the Parties may have amended it (a "New Product"). Distributor or Company may give Service Provider notice of the availability of a New Product. Upon Distributor’s or Service Provider’s request, Company will give to Service Provider a copy of the updates to Schedule A containing the terms under which Company proposes to authorize Service Provider to resell the New Product (the "Updates"). Such notice may contain the form of an amendment to these Terms under which Service Provider consents to the Updates. Service Provider hereby accepts and agrees to be bound by the Updates upon the earlier of: (a) the written execution and delivery of the Updates to Company, (b) a click-through acceptance of the Updates using the Platform, or (c) the date of Service Provider’s first use or resale of the New Product. From and after the first to occur of the event that any of clauses (a) through (c) in the preceding sentence describe, the term "Products" will be deemed to have been amended to include the New Product.
    3. Territory. Service Provider may only do business with Resellers and End Users located in the territory specified in the Order ("Territory"). If the Order does not specify a Territory, then the Territory is the country under whose laws Service Provider was organized/form. This limitation is subject to the further restrictions in Section 13 below.
      1. Notwithstanding the foregoing, the Products are not authorized for use by any End User in any country embargoed by any Sanctions Authority (defined in Sections 13.1.A below) or by any End User to whom export is restricted or prohibited by any Sanctions Authority.
      2. Company cannot predict when, if, or the extent to which, Service Provider’s ability to do business in the Territory might be embargoed, prohibited, or restricted by any Sanctions Authority. Therefore, Service Provider undertakes at its own risk the pursuit of business in the Territory.
    4. Term. The term of the agreement established by Service Provider’s acceptance of these Terms will begin on the Effective Date and will continue until its termination or expiration ("Term"), subject to Sections 1.5 and 14.
    5. Platform Terms and Conditions. Service Provider acknowledges that its use and any Reseller’s use of the Platform is subject to their agreeing to Company’s Platform Terms and Conditions then in effect from time to time, the current version of which can be found at https://www.acronis.com/en-us/support/platform-terms-conditions.html.
    6. EULA/White Labeling. All End Users of Products other than White Labeled Products (defined below) will be required to agree to the then current Company end user license agreement ("EULA") before such End Users are permitted to begin using the Products. A link to the EULA is located at https://www.acronis.com/en-us/download/docs/eula/corporate/.
      1. If the Order permits distribution of one or more Products or Services branded by Service Provider (a "White Labeled Product") then Service Provider must have any End User to whom a White Labeled Product is distributed agree before commencing use to an end user license agreement that provides Company at least those protections contained in, and that is otherwise substantially similar to, the EULA in effect on the date that the End User commences use of the White Labeled Product.
    7. Licensing Policy. The licenses granted in and under these Terms are subject to the terms of Company’s Licensing Policy, except those provisions of that policy relating to Maximum Allotment, as Company’s licensing policy may be updated from time to time. Company’s Licensing Policy can be found at https://www.acronis.com/en-us/company/licensing.html. Service Provider will create one account per End User that will be on either a per GB or Per Workload licensing model that will apply to all of that End User’s workloads. End Users are only allowed to have one account. Attempts to combine different licensing models are not allowed and Acronis shall have the absolute and unilateral right in its sole discretion to suspend or terminate use of and access to all or any portion of the Software if Acronis deems or reasonably suspects a violation of its Licensing Policy.
  2. LICENSE RESTRICTIONS
    1. No Reverse Engineering. Service Provider will not reverse engineer, decompile, disassemble, adapt, or otherwise attempt to derive the source code, techniques, processes, algorithms, know-how, or other information from any portion of any Product (collectively, "Reverse Engineering"), or permit or induce the foregoing by others, in whole or in part. If, however, directly applicable law prohibits enforcement of the foregoing, Service Provider may engage, and may permit its Resellers or End Users to engage, in Reverse Engineering solely for purposes of obtaining such information as is necessary to achieve interoperability of independently created software with the Products, or as otherwise and to the limited extent permitted by directly applicable law, but only if: (a) Reverse Engineering is strictly necessary to obtain such information; and (b) Service Provider has first requested such information from Company and Company has failed to make such information available (for a fee or otherwise) under reasonable terms and conditions. Any information supplied to Service Provider or that Service Provider obtains under this Section 2.1: is Company’s Confidential Information (as Section 9.2 defines that term); is subject to the obligations of Section 9; may only be used by Service Provider, and any applicable Reseller or End User, for the purpose described in this Section 2.1; and will not otherwise be disclosed to any third party or used to create any software which is substantially similar to the expression of any of the Products. With respect to the Products and Confidential Information of Company, Service Provider will not circumvent any software copyright management or security features, fail to display any copyright or other proprietary notices, or develop software or services that compete with Company using information obtained through Reverse Engineering and will not permit others to do so.
    2. No Unauthorized Derivative Works. Subject to Section 2.1, Service Provider will not modify, adapt, alter, translate, or create derivative works of any Product in any manner and will not assist or permit others to do so.
    3. Source Code. Service Provider’s licensing rights granted under these Terms do not include any license, right, power, or authority to subject any Product in whole or in part to any of the terms of an Excluded License. An "Excluded License" means any "open source" or other license that requires as a condition of use, modification and/or distribution of software subject to the Excluded License, that such software or other software combined and/or distributed with such software be: (i) disclosed or distributed in source code form; (ii) licensed for the purpose of making derivative works; or (iii) redistributable at no charge.
    4. Service Provider’s Service. Service Provider will operate at its own expense and risk under Service Provider’s own name. Service Provider will not act or communicate in any manner that may imply that Service Provider has the right to represent or act on Company’s behalf, as agent or otherwise. The Platform provides Service Provider with the technical capability to suspend service and/or restrict access to the Products and Services by Reseller and End Users. Service Provider’s use of this capability is entirely at its own risk. Company will not be liable in any way for any claims arising from Service Provider’s suspending or restricting such access.
  3. TRADEMARKS; PRESS RELEASE
    1. Branding. Company authorizes Service Provider’s limited use of Company’s registered or unregistered trademarks ("Marks") in association with marketing the Products and Services within the Territory in accordance with the trademark usage guidelines published at www.acronis.com/company/trademark.html.
    2. List of Marks. Company publishes a list of frequently used Marks at http://www.acronis.com/company/ipnotice.html. The termination or suspension of Service Provider’s rights under these Terms will automatically terminate Service Provider’s rights under this Section 3. Service Provider recognizes and agrees that its use of any of Company’s Marks will be for the exclusive benefit of Company. Company reserves the sole and exclusive right at its discretion to assert claims for infringement or misappropriation of its intellectual property rights to the Marks.
    3. Rights in Marks. Company and its suppliers or licensors reserve all rights to their respective trademarks in all countries, including to those countries within the Territory. Service Provider will not have or obtain any right, title or interest in and to the Marks, which will remain the sole and exclusive property of Company, its affiliates or licensors. Service Provider will not take any action that would in any way infringe or interfere with Company’s rights in the Marks. Service Provider will not at any time adopt or register any name, internet domain, designation, or trademark that is the same as or confusingly or deceptively similar to any Mark, and Service Provider hereby assigns to Company any of the foregoing if, in Company’s reasonable determination, it is the same as or is confusingly or deceptively similar to any Mark. Service Provider agrees not to contest Company’s rights to or ownership of the Marks anywhere in the world.
    4. Mark Assignment. Should any right, title or interest to any Mark or any goodwill arising out of Service Provider’s use of any Mark become vested in Service Provider by operation of law or otherwise, Service Provider will hold the same in trust for Company and will immediately and unconditionally assign (with full title guaranty) free of charge any such right, title, interest or goodwill to Company and agrees to unconditionally execute any documents and do all acts that Company requires for the purpose of properly assigning the same. If Service Provider fails to execute and deliver any such documents or do any such act within five (5) days of Company’s written request, Service Provider irrevocably hereby appoints and authorizes Company to execute the same on its behalf as its authorized agent and attorney will full power to act in its stead.
    5. Press Releases. All Service Provider’s press releases, advertisements or publications involving, including and/or referencing the Products, Services or Company must be approved by Company prior to release, publication or distribution.
  4. SUPPORT.
    1. Support. Distributor is solely responsible for providing support to Service Provider. Service level and availability standards are determined solely as agreed between Distributor and Service Provider, as are the responsibilities for providing support to Service Provider’s Resellers and its and their End Users.
    2. Prior Versions. Company will only support Products and Services installations that are no older than two (2) prior released versions. Service Provider will update to the newest version of the Products and Services within six (6) months of its release.
  5. SOFTWARE DELIVERY
    1. Orders and Delivery. Service Provider must submit an Order for at least one Product to Distributor that is accepted by Distributor to obtain a license to use the Platform and the ordered Products. Service Provider may obtain a license to additional Products with additional Orders or amendments to existing Orders, as determined by Distributor and pursuant to Section 1.2. Service Provider and its Resellers will be permitted to use only those log-in credentials for the Platform that Company provides to them.
  6. PRICING
    1. Platform and Pricing. The Order will specify the pricing of the Products. In the event that the Company is distributing the Products directly to the Service Provider:
      1. the prices for Products and Services will be per GB of usage, per End User, per Workload, per computer resource, as well as per IP Address, as the Platform (or the e-commerce solution that Service Provider signs up to use the Platform) displays them ("Price Per Unit");
      2. the Platform will also display a minimum purchase commitment ("Minimum Monthly Commitment"). Each month the Service Provider must pay the greater of (I) the Minimum Monthly Commitment then in effect, or (II) aggregate cost of the price per GB, device, End User, computer resource, or IP Address multiplied by the Price Per Unit ("Actual Usage Price");
      3. As part of a promotion or otherwise, Company may waive or reduce any part of the Minimum Monthly Commitment, Actual Usage Price, or any combination of the two for time period during the Term, in its sole and absolute discretion without prejudice to its right to charge the full Minimum Monthly Commitment or Actual Usage Price during any other time period;
      4. Company will not charge Service Provider for any Complimentary Allotment (as Section 1.5 of Schedule A defines this term);
      5. Price Per Unit is based on the Minimum Monthly Commitment currently in place. As the Minimum Monthly Commitment increases pursuant to Section 6.1F below, Price per Unit for Products and Services may decrease; and
      6. the Minimum Monthly Commitment is established in a hierarchy of tiers. The tiers are set forth, by currency, in Table I attached hereto as Schedule B. If Service Provider’s Actual Usage Price for a month (the "Reset Month") exceeds the Minimum Monthly Commitment of any tier higher than the Service Provider’s tier at the beginning of the Reset Month, then the Service Provider’s Minimum Monthly Commitment will automatically increase for following months to the Minimum Monthly Commitment for the highest tier that its Actual Usage Price exceeded in the Reset Month. The Minimum Monthly Commitment will never be less than that amount in the row of Table I corresponding to the currency that the Platform displays that is lower than, but closest to, the Actual Usage Price for the prior month. The Minimum Monthly Commitment can only be decreased by mutual agreement of the Parties.
    2. Tax. All amounts that may be payable to the Company under these Terms are before sales, value-added, and all other applicable taxes and duties. The Service Provider is responsible for all applicable taxes and duties. If the Company is charging the Service Provider any fees under these Terms, the Company will charge the Service Provider sales taxes unless the Service Provider has provided a valid sales tax exemption or resale certificate to the Company. The Service Provider will pay, and will indemnify and hold the Company harmless from payment of, all taxes (other than taxes based on the Company’s income and personal property), fees, duties, other governmental charges, and any related penalties and interest arising from inaccurate tax documentation provided by the Service Provider to the Company under these Terms. If the Service Provider is required to withhold taxes from the amounts payable to the Company hereunder, the Service Provider will request documentation from the Company that may reduce or eliminate such withholding and, to the extent withholding is required, will provide the Company with official tax receipts issued by the local tax authority as proof that such taxes have been paid.
  7. REPORTING
    1. Reporting. The Platform will automatically generate reports of Service Provider’s use of the Products and Services and send them to Distributor on a monthly basis (the "Monthly Platform Report"). Except as specified in this Section 7.1, within five business (5) days from the end of each month Service Provider must provide to Distributor a full and accurate report of how many instances of the Products Service Provider has used, sold, and/or installed during that month ("Monthly Usage Report"). Service Provider does not have to include in the Monthly Usage Report any information regarding its use of the Products contained in the Monthly Platform Report. In addition to the Monthly Usage Report, Service Provider will provide to Distributor any other information that Distributor may reasonably request from time to time for the purpose of calculating the amounts that Service Provider owes to Distributor for use of the Products and Services.
    2. Books and Records. Service Provider will keep complete, accurate, and current books and records relating to the supply and distribution of the Products and Services. While the Term remains in effect and for three (3) years thereafter Company or its authorized representatives may audit Service Provider’s use of the Products and Services to confirm compliance with these Terms. That audit is subject to at least fourteen (14) calendar days' prior written notice by Company and will not unreasonably interfere with Service Provider’s business activities. Company may conduct no more than one (1) audit in any twelve (12) month period, and only during normal business hours. Service Provider will reasonably cooperate with Company and any third-party auditor and will, without prejudice to Company’s other rights, address any non-compliance identified by the audit by promptly paying the related additional fees. Service Provider will promptly reimburse Company for all reasonable costs of the audit if the audit reveals either underpayment of more than five (5%) percent of the Product and Service fees properly due from Service Provider to Company for the period audited, or that Service Provider has materially failed to maintain accurate records of its use of the Products and Services.
  8. SOFTWARE SUSPENSION
    1. Right to Suspend. Company may at any time suspend Service Provider’s access to the Products and Services, in whole or in part, for the following reasons:
      1. to comply with any contractual, statutory, and/or regulatory obligation, a request or order from law enforcement, or a competent judicial, governmental, supervisory or regulatory body;
      2. if Company has reasonable grounds to suspect that Service Provider, or any of its Resellers or End Users have acted or will act fraudulently, unlawfully, in a criminal way, or in a way that could prejudice Company, Service Provider, or any of its Resellers or End Users;
      3. in case Service Provider, or any of its Resellers or End Users violate any contractual, legal, regulatory, statutory, or administrative obligation;
      4. in case of Force Majeure, as defined in Section 15.8 below;
      5. if Company is informed by Service Provider that Product access credentials have been compromised;
      6. at Service Provider’s request for specific Reseller’s or End-Users, to the extent that it is technically possible;
      7. if Company establishes or has a reasonable belief that (i) Service Provider, or any of its Resellers or End Users impairs or endangers the operational availability of any Product or Service; (ii) such action is necessary to prevent or protect against fraud, tricks, tampering, schemes, false or invalid numbers, false credit devices, electronic devices, or any other fraudulent means or devices; or (iii) such action is necessary to protect Company, its affiliates and their respective officers, directors, shareholders, employees and agents, and/or others against actual or potential adverse financial effects;
      8. if Service Provider fails or refuses to provide information, or provides false information, regarding Service Provider’s past or current use of the Products and Services, or characteristics pertaining to its use or planned use of the Products or Services;
      9. where necessary for maintenance of Company APIs, Company infrastructure, or any of Company services; or
      10. if Service Provider continues to use any Product or Service that is at or past the end of its life (i.e., after Company ceases to provide support and/or security patches for that Product or Service).
    2. Notice. If reasonably practicable under the circumstances, Company will inform Service Provider in advance of the suspension, stating the reason(s) for the suspension. Without prejudice to Company’ right to directly inform any Reseller or End User (all of which Company expressly reserves), Service Provider is primarily responsible for informing affected Resellers and End Users of the suspension and will bear all liability arising from any default or delay in providing such information.
    3. Suspension Length. Company will use commercially reasonable efforts to limit the scope and length of the suspension in cases where Service Provider is not responsible for the suspension or the need for the suspension did not arise because of the failure of Service Provider to comply with its obligations to Company.
    4. Consequences of Suspension. Company will not be liable to anyone for any loss or damage arising from or related suspension of access to the Products or Services for any of the causes mentioned in Section 8.1.
  9. CONFIDENTIALITY
    1. User Data. Company hereby acknowledges that it acquires no ownership right, title, or interest to any data that Service Provider, any of its Resellers, or any of their End Users processes, stores, or transmits using the Products or Services ("User Data"). Subject to Company’s normal access and security procedures and privacy policy (found at https://www.acronis.com/en-us/company/privacy.html), Service Provider hereby grants Company a non-exclusive, transferable license to use the User Data that belongs to Service Provider as necessary to provide Service Provider with the Products and Services. Service Provider agrees that it will ensure that any Reseller or End User in Service Provider’s network also grants Company a non-exclusive, transferable license to use such party’s User Data as necessary to provide such party with the Products and Services as a condition of such party’s use thereof. Any Company employee or subcontractor that accesses User Data pursuant to this Section 9.1 will be bound by confidentiality restrictions at least as restrictive as those in these Terms. Without the owner’s consent (which it may withhold in its sole discretion), the User Data may not be: (a) used by Company other than as permitted under these Terms; or (b) individualized, sold, assigned, or leased by Company. Company will have the right to monitor and analyze Service Provider’s use of the Products and Services and to use the results of such monitoring to improve the Products and Services during and after the Term. Service Provider represents and warrants that: (i) it has obtained, and will obtain, all consents and approvals necessary to provide the User Data to Company, and for Company to use the User Data in accordance with these Terms; and (ii) it has all rights necessary to grant the license in this Section 9.1.
    2. Confidential Information. Confidential Information" means User Data (defined in Section 9.1), the Products and Services, these Terms, and valuable, proprietary and confidential information with respect to a Party’s business, including, information that may relate to the Party’s financial information, condition, or affairs, financial projections, financial analysis, corporate organizational documents, business plans, forecasts, products, whether in distribution or under development, trade secrets, computer source code and object code, software and other product designs and specifications, methodologies, data, developments, ideas, improvements, product and marketing plans, customer and vendor lists, and other oral, visual, or written information that the Party designates as confidential or proprietary at the time of disclosure or that, under the circumstances surrounding disclosure, or by the nature of the information, would reasonably be understood by the other Party to be confidential or proprietary, including any of the foregoing that is Confidential Information of a Party’s customers, vendors, partners, licensors or other third parties with respect to which that Party has an obligation of confidentiality. The Products and Services contain trade secrets and are Confidential Information. The term "Confidential Information" does not include information of one Party that (a) is disclosed in a printed or web publication available to the public, is otherwise in the public domain at the time of disclosure, or becomes publicly known through no wrongful act or omission on the part of the other Party, or (b) is obtained by the other Party lawfully from a third party who is not under an obligation of secrecy to the first party and is not under any similar restrictions as to use. If a Party is required to disclose any of the other Party’s Confidential Information by a judicial or governmental order, the Party will give the other Party reasonable advance notice of the disclosure and the opportunity for the other Party to contest, at its own expense, the disclosure of the Confidential Information, where such notice is not prohibited by law or government order.
    3. Confidentiality Obligations. Service Provider will not disclose or provide access to the Products and Services or any part thereof to anyone for any purpose except as contemplated by these Terms. Each Party agrees that it will maintain other’s Confidential Information in confidence, prevent its disclosure, and protect it from unauthorized use with at least the same degree of care that it uses to protect its own most critical proprietary information, but in no event less than a reasonable amount of care. Each will prevent copying or use by its employees and others except for the purpose of exercising the rights expressly granted under these Terms. Each will immediately notify the other Party if it becomes aware of such unauthorized copying or use. Service Provider will ensure that anyone to whom it make disclosures about, or provides access to the Products and Services are bound by confidentiality obligations at least as protective of Company as are in these Terms.
    4. Monitoring. Service Provider understands and acknowledges that Company may monitor the operation and usage of the Products and Services through reporting functions in the Products and Services. Service Provider agrees to facilitate such monitoring by ensuring that all firewall ports required for such monitoring are open and to notify Company if there are any operational issues that could prevent remote monitoring. Subject to Section 9.1, Company will have the right to use any and all data and information related to Service Provider’s, and any Reseller’s or End User’s use of the Products and Services for any lawful purpose including invoicing, statistical analysis, benchmarking, and research purposes.
    5. Feedback. Service Provider is welcome to provide suggestions, ideas or other feedback regarding Company’s products and services ("Feedback"). To the extent that Service Provider provides Company any Feedback, Company will be free to use the Feedback in any manner and for any reason (including to incorporate the Feedback into future versions of Company’ products and services), with no obligation of confidentiality or compensation to Service Provider and without restriction of any kind.
    6. Data Location. Service Provider can use the Platform to designate the Company data center in which Service Provider has its User Data stored. Notwithstanding the foregoing, Company may without notice: (A) move the data stored in a data center operated by the Company to another Company data center within the same country, and (B) move the data stored in a data center operated by the Company in the European Union or Switzerland to another Company data center within the European Union or Switzerland. The Company does not operate Google or Microsoft Azure data centers. Google and Microsoft have their own rules about moving data stored in their data centers which Service Provider will be subject to if Service Provider’s data is stored in one of their data centers.
    7. Return of Data. Upon request by Service Provider, Company will (a) return to Service Provider, for free over the network, or for a fee in accordance with Company’s then-current pricing if Service Provider requests special handling or use of any media, provided that the Company may reasonably refuse any request for special handling or use of specific media, all the User Data (or such portion of the User Data as requested by Service Provider) stored in a Company data center, and (b) erase all or any part of the User Data stored in a Company data center, in each case to the extent so requested by Service Provider. Company will certify to Service Provider that all such copies have been erased. Notwithstanding the foregoing, Company may use any archival media containing the User Data only for back-up purposes and will maintain such back-up copies of the User Data as Confidential Information of Service Provider.
    8. Data Controller. Service Provider agrees that, as between it and Company, Service Provider is the data controller of the User Data and is solely responsible for compliance with all applicable laws, rules, and regulations pertaining to data controllers. Service Provider acknowledges that Company does not know what data is contained in the User Data. If the User Data includes the personal data of individuals in the European Union protected by the General Data Protection Regulation commonly known as GDPR, Company will at Service Provider’s request deliver via Docusign® to Service Provider Company’s form of data processing addendum for execution by Service Provider.
  10. PROPRIETARY RIGHTS
    1. Ownership. The Products and Services are licensed and not sold under these Terms, notwithstanding any references herein to "sale" or "sold." The Products and Services are and will remain the sole and exclusive property of Company or its suppliers or licensors, as applicable, whether the Product or Services are separate or combined with any other products. Company’s or its suppliers’ or licensors’ rights, as applicable, under this subsection will include, but are not be limited to: (i) all copies of the Products, in whole or in part; (ii) all intellectual property rights in the Products and Services; and (iii) all modifications to, and derivative works based upon, the Products. Service Provider will not delete or in any manner alter the intellectual property rights notices, if any, appearing on the Products or Services as delivered or made available to Service Provider. As a condition of the license rights granted to Service Provider in these Terms, Service Provider will reproduce and display such notices on any copy of any Products or Services.
    2. Third-Party Infringement. Service Provider hereby agrees to use reasonable efforts to protect Company’s intellectual property rights contemplated herein and will report promptly to Company any infringement of such rights of which Service Provider is aware or becomes aware. Company reserves the sole and exclusive right at its discretion to assert claims against third parties for infringement or misappropriation of its intellectual property rights in the Products and Platform.
  11. WARRANTY
    1. Power and Authority. Each Party represents and warrants that it has sufficient corporate right and authority to grant to the other Party all licenses and rights granted under these Terms.
    2. Disclaimer of Other Warranties. Company makes no warranty to Service Provider except the warranty in the preceding Section 11.1. All Products and Services and accompanying documentation, and all other materials that Company may provide to Service Provider under these Terms are provided "AS-IS." To the maximum extent allowed by applicable law, the warranties in Section 11.1 above are the sole and exclusive warranty of any kind, express or implied, that is made by Company in connection with these Terms, and COMPANY SPECIFICALLY DISCLAIMS ALL STATUTORY OR OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE, NON INFRINGEMENT OF THIRD PARTY RIGHTS BY FILTERING, DISABLING, OR REMOVING SUCH THIRD PARTY'S SOFTWARE, SPYWARE, ADWARE, COOKIES, EMAILS, DOCUMENTS, ADVERTISEMENTS OR THE LIKE, OR ANY IMPLIED WARRANTIES ARISING FROM USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. Without limiting the generality of the foregoing, Company specifically does not warrant that the Products and Services will meet the requirements of Service Provider, any Reseller, or any End User, or that the operation of the Products and Services will be accurate, uninterrupted, reliable, without loss of data, or error-free. To the extent that Company may not disclaim any warranty as a matter of applicable law, the scope and duration of such warranty will be the minimum permitted under such law.
  12. LIMITATIONS OF LIABILITY
    1. Exclusion of Damages. In no event will either Party be liable to the other Party for any special, incidental, indirect, or consequential damages (including for lost profits or lost data), whether based on breach of contract, tort (including negligence), product liability, or otherwise, and whether or not such Party has been advised of the possibility of such damage.
    2. Limitation of Damages. In addition to and not in derogation of Section 12.1 above, the total cumulative liability of Company under these Terms to Service Provider, and to its Resellers and End Users, whether in contract, in tort (including negligence or strict liability), or any other legal theory, will not exceed the amount of license fees that Service Provider has paid to Distributor in the twelve (12) month period preceding the circumstances giving rise to the first claim at issue. The existence of multiple claims by any one party or from multiple parties with respect to the same underlying acts, omissions or occurrences will not expand this limit.
    3. Exceptions. The limitations in Section 12.1 do not apply to breaches of Sections 9 or 10 or to any other misappropriation of the other Party’s intellectual property. The limitations in Section 12.2 do not apply to breaches of Section 2, Section 3, Section 9, Section 10 or any other misappropriation of the other Party’s intellectual property. Moreover, Company will have no liability to anyone for the loss or misappropriation of any User Data that the owner of such data fails to encrypt using the encryption available in any Product that the owner used to process that User Data.
    4. Failure of Essential Purpose. The Parties acknowledge that these limitations reflect the allocation of risk set forth in these Terms and that Company would not enter into these Terms without the limitations on its liability in this Section 12. The Parties agree that the limitations specified in this Section 12 will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.
    5. Data Shipping Liability. If Company fails to perform PDS in accordance with the terms and conditions of Exhibit E, then notwithstanding any other provisions of these Terms or of any contract to the contrary, Company’s only liability and Service Provider’s sole and exclusive remedy is that Company will credit Service Provider’s account with an amount not to exceed the price paid to Company for such PDS. Net of applicable margins, the Service Provider will flow any such credits down to the Sender (as defined in Exhibit E).
  13. COMPLIANCE WITH LAWS
    1. Compliance. Service Provider and all of its owners, directors, officers, employees, agents, or contractors (collectively "Service Provider" for purposes of this Section 13) will use the Products and Services only in accordance with these Terms and with all applicable laws. Without limiting the foregoing:
      1. Service Provider acknowledges and agrees that the Products and Services may be subject to economic sanctions and export controls of (I) the United States ("US"), (II) the United Nations Security Council, (III) the European Union or any member state thereof ("EU"), (IV) the United Kingdom ("UK"), (V) Switzerland, or (VI) the respective governmental institutions of any of the foregoing including, without limitation, OFAC, the U.S. Department of Commerce, the U.S. Department of State, any other agency of the U.S. government, and Her Majesty’s Treasury (each, a "Sanctions Authority"). Service Provider agrees not to engage in any transaction or activity that would result in liability to the Company under any Sanctions Authority’s sanctions or export control law or regulation. Service Provider agrees to comply with all Sanctions Authorities’ economic sanctions and export control laws and regulations as if it were subject to each of them, and with all otherwise applicable export or import regulations of other countries. Service Provider agrees that it will not allow any third-party to remove or export from the US, EU, UK or Switzerland (the "Sanctions Authorities Jurisdictions") or allow the export or re-export of any part of the Products and Services or any direct product thereof (I) into (or to a resident or entity incorporated under the laws of) any country subject to a comprehensive Sanctions Authority embargo, (II) to anyone on any of the lists of designated or sanctioned individuals or entities (or equivalent) issued by any Sanctions Authority, each as amended, supplemented or substituted from time to time, including, without limitation, the List of Specially Designated Nationals and Blocked Persons, Foreign Sanctions Evaders List, and Sectoral Sanctions Identifications List, each administered by OFAC; the Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions; the Consolidated List of Financial Sanctions Targets in the UK and Ukraine; List of Persons Subject to Restrictive Measures in View of Russia’s Actions Destabilising the Situation in Ukraine, each administered by Her Majesty’s Treasury; and the Swiss Secretariat of Economic Affairs Overall list of sanctioned individuals, entities and organizations (collectively, the "Lists"), or (III) to any country, entity or person to which such export or re-export is restricted or prohibited, or as to whom any Sanctions Authority Jurisdiction requires an export license or other governmental approval at the time of export from within a Sanctions Authority Jurisdiction, respectively, or re-export without first obtaining such license or approval. Service Provider assumes sole responsibility for any required export approval and/or licenses and all related costs and for the violation of any export law or regulation.
      2. Service Provider represents and warrants that Service Provider is not included on any of the Lists. Service Provider will immediately inform the Company if Service Provider becomes included on any of the Lists and will cooperate with the Company’s investigation and/or reporting of such action to appropriate Sanctions Authorities, which may occur at the Company’s sole discretion.
      3. Service Provider may not use or enable the use of the Products and Services by Reseller, distributor or any End User or any other third party whose rights are derivative of any of them (e.g., downstream resellers and distributors) who is a resident of, entity incorporated under the laws of, or under control of any of the governments of any country subject to a comprehensive Sanctions Authority embargo, which as of the date hereof includes: Cuba, Iran, North Korea, Syria and the Crimea region of the Ukraine (which region for the purpose of this paragraph may be referred to as a country). Each time Service Provider uses or enables the use of the Products and Services, Service Provider represents, warrants, and covenants that none of Service Provider, its distributors, Resellers, End Users, or any other third party whose rights are derivative of any of them (I) is a resident of, an entity incorporated under the laws of, or under the control of the government of any country subject to a comprehensive Sanctions Authority embargo; (II) will download or otherwise export or re-export any Products and Services, directly or indirectly, to the above mentioned countries or to residents or entities incorporated under the laws of those countries, or permit any third party to do so; (III) are listed in any of the Lists or subject to any Sanctions Authority’s sanctions; or (IV) will use or allow the use of the Products and Services for any purposes prohibited by any Sanctions Authority Jurisdiction law, including, without limitation, for the development, design, manufacture, or production of nuclear, chemical, or biological weapons, weapons of mass destruction or their proliferation; or (V) are using or permitting others to use the Products and Services to create, store, backup, distribute, or provide access to child pornography or any other content or data which is illegal under the applicable law, including that where Service Provider is domiciled.
      4. The Company will not be liable to Service Provider or any of its officers, directors, employees, agents, contractors, designees, customers and/or any other party, for any refusal or failure to provide goods, software, services or technical data as a result of any action taken as a result of any inclusion of Service Provider on any of the Lists.
      5. If the Company has a good faith belief that Service Provider, or any third party acting on Service Provider’s behalf, intends to violate, has violated, or causes the Company to violate, any Sanction Authority’s export controls or sanctions law or regulation, the Company may terminate the agreement created by Service Provider’s acceptance of these Terms immediately, notwithstanding any other provision of these Terms to the contrary. In the event of such termination, the Company will be relieved of all liability and obligations of any kind under these Terms.
      6. Service Provider will indemnify and hold the Company harmless for any and all claims, losses, damages, liabilities, expenses and costs of whatever nature, including reasonable attorneys’ fees and expenses, arising out of Service Provider’s non-compliance with any Sanctions Authority’s export control or sanctions laws or regulations or Service Provider’s inclusion on any of the Lists. The Company will be relieved of all claims and liabilities arising from (I) termination pursuant to this Section 13 of the agreement created by Service Provider’s acceptance of these Terms, and (II) the Company’s refusal, failure or inability to perform as a result of Service Provider’s inclusion on any of the Lists.
      7. Service Provider will, at its own cost and expense, screen against the Lists all new Resellers, distributors and End Users and all third parties whose rights to use the Products and Services are derivative of any of them, and will not contract with anyone who is included on one of the Lists.
      8. The Company may at the Company’s option, exercisable by notice to Service Provider at any time (the "Pre-Screen Notice"), direct Service Provider not to authorize or permit the use of Products and Services by any Reseller, distributor or End User or any third party whose rights to use the Products and Services would be derivative of any of them unless the Company will have first approved such use in writing, including by email. After Service Provider receives the Pre-Screen Notice, Service Provider will give the Company advance written notice, including by email, of the identity of any such Reseller, distributor, End User or third party, with such accompanying detail and additional information as the Company may request. The Company will use that information to determine whether any such person is on any of the Lists. The Company will give notice to Service Provider of its approval of any such person not on any of the Lists. Any such person who is, or who appears to be on any of the Lists will not be approved and the Company will not deal with them regarding the Products and Services.
      9. The Company may audit Service Provider’s compliance with this Section 13 on such terms as the Company determines reasonable. Service Provider will also, upon request of the Company, provide to the Company the names of all Resellers, distributors, Ends Users and all third parties whose rights to use the Products and Services are derivative of any of them.
      10. The Company may at any time suspend Service Provider’s access to the Products and Services, in whole or in part, at any time without liability to Service Provider if Service Provider, or any of its Resellers or End Users or other third party whose rights are derivative of any of them is subject to any Sanctions Authority’s Sanctions, violates any Sanctions Authority’s export controls, or violates the Company’s policies referenced in Sections 13.2 and 13.3 of these Terms.
    2. Sanctions and Export Controls. Service Provider hereby agrees to remain in full compliance at all times with the Company’s Sanctions and Export Controls Compliance Policy available at https://www.acronis.com/en-us/support/sanctions-and-export-controls-compliance-policy.html, as the Company may update it in its own discretion from time to time without notice to Service Provider. The terms and conditions at the foregoing link are in addition to and not in contravention of the provisions of these Terms.
    3. Anti-Corruption and Anti-Bribery. Service Provider hereby agrees to all the terms and conditions at https://www.acronis.com/en-us/support/anti-corruption-policy.html, as the Company may update them in its own discretion from time to time without notice to Service Provider. The terms and conditions at the foregoing link are in addition to and not in contravention of the provisions of these Terms.
    4. Certification. Without in any way limiting the foregoing provisions of Section 13.3, Service Provider will certify to the Company in writing compliance with its obligations under this Section 13, at least annually on or before March 31 of each calendar year, and at such other times as the Company will request.
  14. TERMINATION
    1. Termination. Either Party will have the right to terminate the agreement created by Service Provider’s acceptance of these Terms if the other Party breaches any material term or condition of these Terms and fails to cure such breach within thirty (30) days after written notice, ten (10) days in the case of payment default. A Party may, at its option, and upon written notice to the other Party, terminate the agreement created by Service Provider’s acceptance of these Terms or suspend its performance if the other Party ceases doing business.
    2. Convenience. Company may terminate the agreement created by Service Provider’s acceptance of these Terms without cause and without liability to Service Provider or any Reseller or End User, if it provides Service Provider at least sixty (60) days’ prior written notice.
    3. Non-renewal. Unless the Order specifies otherwise, Service Provider may terminate the agreement created by Service Provider’s acceptance of these Terms on any anniversary of the Effective Date subject to a ninety (90) days’ prior written notice.
    4. Termination of Distribution Agreement. If the right of Distributor to distribute the Products terminates for any reason during the Term and Service Provider has an existing Order with a term that extends past the termination date of Distributor’s distribution rights, Company will work with Service Provider at Company’s then current rates to transition Service Provider to another distributor.
    5. Termination upon Change of Control. Company may terminate these Terms upon thirty (30) days written notice to Service Provider if Service Provider undergoes: (a) any consolidation or merger of Service Provider with or into any other entity, or a similar transaction, in each case after which the holders of Service Provider’s outstanding shares or other ownership interest immediately before such consolidation, merger or similar transaction do not, immediately after such consolidation, merger or similar transaction, retain equity representing a majority of the voting power of the surviving entity; (b) the sale, transfer or assignment of equity in Service Provider representing a majority of the voting power of Service Provider’s outstanding voting equity; or (c) the sale of all or substantially all of Service Provider’s assets relating to these Terms.
    6. Termination upon Bankruptcy. The Term will terminate without notice or further action, if a proceeding is commenced or a petition is filed by or against a Party seeking relief under any bankruptcy, insolvency, dissolution, liquidation, receivership, or similar law, or seeking the appointment of a receiver, trustee, custodian, sequestrator, conservator, judicial manager, or similar official for the Party or for a substantial part of its property or assets, or if a Party makes an assignment or trust arrangement for the benefit of creditors, or if a Party takes any action for the purpose of effecting any of the foregoing or any other proceedings with a similar purpose.
    7. Effect of Termination. Upon termination or expiration of the Term: (a) all licenses granted Service Provider by these Terms will terminate; (b) Service Provider will confirm to Company that all installed instances of the Products have been removed and uninstalled from all Service Provider’s machines; (c) and Service Provider will return to Company any Company-owned hardware at Service Provider’s expense and using shipping methods designated by Company.
    8. Damage Limitations. Neither Party will be liable to the other Party in the event of expiration or early termination of these Terms for compensation, reimbursement or damages on account of loss of prospective profits or anticipated sales, or on account of expenditures, investments, leases or commitments in connection with the business or goodwill of the other Party. Expiration or termination of the agreement created by the Service Provider’s acceptance of these Terms for any reason will be without prejudice to any right which will have accrued to the benefit of either Party before such expiration or termination. Each Party will remain liable to the other Party for any breach of the agreement created by the Service Provider’s acceptance of these Terms by the breaching Party which exists at the time of such expiration or termination. The non-breaching Party may seek such remedies against the breaching Party with respect to any such breach as are provided in these Terms or as are otherwise available at law or in equity.
  15. GENERAL PROVISIONS
    1. Decryption. Company cannot decrypt any files that Service Provider or any of its Resellers or their End Users have elected to encrypt. Encryption is the best way for Service Provider, Resellers and End Users to protect themselves against certain data losses.
    2. Professional Services. If Service Provider elects to have Company provide professional services to Service Provider in connection with the Products and Services, Company will provide the professional services under a separate contract.
    3. Nonexclusive Remedy. Except as otherwise expressly provided herein, the exercise by either Party of any remedy under these Terms will be without prejudice to its other remedies under these Terms, at law, in equity, or otherwise.
    4. Survival. The rights and obligations of the Parties contained in Section 2 (License Restrictions), Section 3 (Trademarks/Press Release), Section 6.2, Section 7.2 (Books and Records), Section 9 (regarding Confidentiality), Section 10 (Proprietary Rights), Section 11.2 (Disclaimer of Other Warranties), Section 12 (Limitations of Liability), Section 14 (Termination) and Section 15 (General Provisions) will survive the termination or expiration of the Term.
    5. Assignment. These Terms will bind and inure to the benefit of each Party and to the Parties’ permitted successors and assigns. Service Provider may not assign its rights under these Terms, in whole or in part, by operation of law or otherwise, without Company’s written consent. Any assignment by Service Provider of any its rights under these Terms without the express written consent of Company will be null and void. Service Provider’s assignment of any of its rights under these Terms with Company’s consent will not relieve Service Provider from liability as the primary obligor under these Terms. The Company may assign (i) its right to receive payments hereunder, to any financial institution, but in such case the Company will remain liable to Service Provider for the Company’s obligations hereunder, and (ii) its rights and obligations under these Terms and the agreement created by the Service Provider’s acceptance of these Terms in connection with any change in control of the Company resulting from a merger, consolidation, stock transfer or asset sale.
    6. Governing Law. The law and venue of the agreement created by Service Provider’s acceptance of these Terms depends on the Service Provider’s principal address:
      1. If Service Provider’s principal address is in the United States of America, then the interpretation and enforcement of these terms will be governed by, and construed in accordance with, the laws of The Commonwealth of Massachusetts without giving effect to any choice of law principles that would require the laws of a different country or state and the exclusive venue for the resolution of any dispute that the Parties cannot resolve amicably will be the federal and state courts sitting in the Suffolk County, Massachusetts, USA.
      2. If Service Provider’s principal address is in Germany, then the interpretation and enforcement of these terms will be governed by, and construed in accordance with, the laws of Germany without giving effect to any choice of law principles that would require the laws of a different country or state and the exclusive venue for the resolution of any dispute that the Parties cannot resolve amicably will be the courts sitting in Munich, Germany.
      3. If Service Provider’s principal address is in Eastern Asia (including Taiwan), South-eastern Asia (including the British Indian Ocean Territory and excluding the Democratic People’s Republic of Korea), Southern Asia (excluding Iran), or Oceania, as defined in the United Nations Standard Country or Area Codes for Statistical Use on January 23, 2020, then the interpretation and enforcement of these terms will be governed by, and construed in accordance with, the laws of Singapore without giving effect to any choice of law principles that would require the laws of a different country or state and the exclusive venue for the resolution of any dispute that the Parties cannot resolve amicably will be the courts sitting in Singapore.
      4. If Service Provider’s principal address is anywhere else in the world, then the interpretation and enforcement of these terms will be governed by, and construed in accordance with, the laws of Switzerland without giving effect to any choice of law principles that would require the laws of a different country or state and the exclusive venue for the resolution of any dispute that the Parties cannot resolve amicably will be the courts sitting in Zurich 1, Switzerland. The Parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.
    7. Severability. If a court of law holds that any provision of these Terms is invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect.
    8. Force Majeure. Neither Party will be responsible for any failure to perform due to causes beyond its reasonable control (each a "Force Majeure"), including acts of God, war, riot, acts of civil or military authorities, fire, floods, earthquakes, accidents, public health crisis, quarantine, strikes, or fuel crises.
    9. Notices. Unless specified otherwise in these Terms, all notices, requests and other communications under these Terms must be in writing and must be delivered to: (i) Service Provider using the administrative email address that Service Provider registers in the Platform, and (ii) Company at c/o Legal Notices, Acronis, Inc., One Van de Graaff Drive, Suite 301, Burlington, MA 01803, or such other address notice of which Company thereafter gives to Service Provider. Such notice to Company will be delivered personally, or sent by certified or registered postal mail or nationally-recognized express courier, return receipt requested. Notice delivered personally or by courier will be deemed given on the date of delivery. Notice by postal mail will be deemed given on the date that is five (5) days after deposit with the mail.
    10. Relationship between the Parties. The Parties are entering into these Terms as independent contractors. Nothing in these Terms will be deemed to create an employer/employee, principal/agent, or joint venture relationship. Neither Party will have the authority to enter into any contracts in the name of or on behalf of the other Party or otherwise bind such other Party.
    11. Entire Agreement. These Terms are the complete agreement between the Parties with respect to the subject matter hereof, superseding and replacing any and all prior agreements, communications, and understandings (both written and oral) regarding such subject matter.
    12. Construction. Unless the context otherwise, requires, whenever the words "including," "include" or "includes" are used herein, they will be deemed to be followed by the phrase "without limitation."
    13. No Implied Waivers. The waiver by either party of a breach of any provision of these Terms will not be a waiver of the provision itself or a waiver of any breach thereafter, or a waiver of any other provision herein.
    14. Translations. Acronis may from time to time provide translations of these Terms into local languages ("Translations"). Translations are provided for convenience only. The English language version of these Terms with the same Revision Date provided at the webpage referenced in Section 1.5 will control in the event of any difference in meaning or interpretation between a Translation and the English language version with the corresponding Revision Date.

SCHEDULE A – SOFTWARE, LICENSES

This Schedule A consists of the following terms, plus the terms listed in one or more Exhibits commencing with Exhibit A and progressing directly through the alphabet, that outline details about: (i) each Product that Service Provider may license from Company under these Terms; (ii) the Google and Microsoft Azure data centers in which Service Provider may elect to store data; (iii) the terms and conditions for Omnivoice that Service Provider must accept if Service Provider elects to license Omnivoice; and (iv) the terms and conditions for Advanced Email Security that Service Provider must accept if Service Provider elects to license Advanced Email Security. The Google and Azure data centers are used to host are used for storing User Data and not for hosting the Platform.

  1. GENERAL TERMS
    1. Additional Definitions. The terms Server, Virtual Machine ("VM"), Workstation, and Workload are defined in Company Licensing Policy, which may be found at http://www.acronis.com/en-us/company/licensing.html. Each End User may only use Company provided login credentials and may not share the login credentials with any other person or entity.
    2. EULA. After End Users accept the EULA, they can begin the installation and register their workloads. Workloads are registered to the online account in the relevant Product platform by entering the End User’s account credentials for the relevant Product.
    3. Availability. The availability, nature, quantity, and other specifics regarding Products and Services, as well as parts thereof, may vary based on geographical location and decisions Company makes in its sole discretion from time to time with respect to combining Products and Services into various bundles, packages, editions, and pricing models. Without limiting the generality of the foregoing, (A) certain storage destinations may be unavailable to Service Provider, its Resellers and End Users, and (B) certain combinations of Products and Services may be unavailable to Service Provider, its Resellers and End Users.
    4. Complimentary Allotment. Certain licenses may include a complimentary allotment of Acronis Hosted Storage (as Section 4.2 of Exhibit A defines this term) for use with specific Workloads ("Complimentary Allotment"). Should there be any uncertainty as to whether Service Provider’s use of any Acronis Hosted Storage or part thereof falls under the definition of Complimentary Allotment, Company will decide in its reasonable discretion. Its decision will be final and binding on both Parties. Company may reduce or alter the Complimentary Allotment associated with any license in its sole discretion from time to time.
    5. NFR. Company may designate certain licenses as "Not for Resale" (such license an "NFR License"). Notwithstanding anything to the contrary, Service Provider may only use an NFR License for demonstration, test, training, or evaluation purposes in support of its customers. Should there be any uncertainty as to whether any license or part thereof is an NFR License, Company will decide in its reasonable discretion. Its decision will be final and binding on both Parties.

EXHIBIT A – ACRONIS CYBER PROTECT CLOUD

  1. OVERVIEW
    1. Components. The Acronis Cyber Cloud Product consists of three main components: that part of the Platform that relates to Acronis Cyber Protect Cloud (the "Acronis Cyber Protect Cloud Platform"), Acronis Cyber Protect Cloud Software, and Acronis Hosted Storage Service as this Exhibit A explains those terms.
  2. ACRONIS CYBER PROTECT CLOUD PLATFORM
    1. Platform Description. Company hosted and web-based Acronis Cyber Protect Cloud Platform offers Service Provider a management console with the functionality to create, review, update, delete, and assign administrators to sub accounts.
    2. Account Overview. The Acronis Cyber Protect Cloud Platform offers Service Provider a comprehensive overview of the account structure and its workloads and protection agents registered to the End User accounts. This overview contains information about settings of specific workloads, protection status, status of last backup, and the next scheduled backup. The Acronis Cyber Protect Cloud Platform automatically sends email notifications to account administrators and End-Users in case of backup failure, backup success, backup warning, daily recap about active alerts. Account administrators and End Users bear the sole responsibility for the consequences of failing to take appropriate steps in response to such email notifications. Company will have no liability to anyone for such failure. The Acronis Cyber Protect Cloud Platform provides log-files for each individual protection plan error to assist with error analysis and troubleshooting.
    3. Reporting. All accounts can generate monthly usage reports or request ad-hoc reports for a specific time period. These are sent via email in table or text format with an attached .csv file and contain the following information: Date, Tenant name, Identifier, Type, Status, Mode, Usage calculation mode, Service name, Edition, Metric name, Location, Metric unit, Beginning of the billing period, Quota, Production usage, Trial usage, Total usage..
    4. API. The Acronis Cyber Protect Cloud Platform can also be accessed through a REST API (documentation can be provided upon request).
  3. ACRONIS CYBER PROTECT CLOUD SOFTWARE
    1. Agents. After activation of their accounts End Users can download and install protection agents for Windows/Linux Servers, Windows/Mac workstations, Virtual Machines (Hyper-V, VMware, Virtuozzo), Mobile Devices (iOS, Android), and Applications (Microsoft SQL Servers, Microsoft Exchange Server).
    2. Protection Options. The Acronis Cyber Protect Cloud supports the backup of individual files, complete Image backup, Antimalware protection and monitoring for Server, VM, Hosting Server and Workstation.
    3. Protection Process. Through the Acronis Cyber Protect Cloud Platform, End Users can define their protection plans on a per workload basis and configure the protection, including the AES 256-bit data encryption. The protection agent connects over secure SSL to the selected storage destination. In the protection plan, the maximum bandwidth usage for backup data transfer can also be set.
    4. Acronis Cyber Cloud Data Centers. Company hosts and operates the Acronis Cyber Protect Cloud Platform and Acronis Cloud Storage in secure third-party data centers owned by third party providers. The Company does not operate, but its Service Providers, Resellers and End Users may store date in: (i) Google data centers that Google makes available to users of the Products; and (ii) Microsoft Azure data centers that Microsoft makes available to users of the Products.
    5. Disaster Recovery Data Centers. Subject to Section 9.6 of the Terms to which this Schedule A is attached, at its option Company may host and operate the Acronis Disaster Recovery Cloud platform in similar data centers in additional or alternative locations.
    6. Selected Data Center. Company will plan, provide, maintain, operate and manage the Company data centers as necessary to provide the Services. Upon Service Provider’s request, the Company may in its discretion provide specifications for each individual data center. If Company stores Service Provider’s data, it will be stored in a data center Service Provider chooses using the Platform. If no selection is made, Company reserves the right to choose a Company data center in which to store Service Provider’s Acronis Cyber Protect Cloud data. Notwithstanding the foregoing, Company may without notice: (A) move the data stored in a data center operated by the Company to another Company data center within the same country, and (B) move the data stored in a data center operated by the Company in the European Union or Switzerland to another Company data center within the European Union or Switzerland.
  4. HOSTED STORAGE SERVICE (OPTIONAL)
    1. Default Destination. Acronis Hosted Storage is the default destination for the data backed up using Acronis Cyber Protect Cloud if Service Provider does not install and define an alternative storage destination in the Platform.
    2. Location and Process. This is located in the same Company data center(s) as is Service Provider’s Platform and/or Acronis Cyber Protect Cloud Platform, but physically separated within different hardware ("Acronis Hosted Storage"). The storage software used is proprietary Acronis Storage Software that is based on Reed-Solomon code to protect the backups and files from data loss in case of any failure. Platform Data is not replicated or backed up to other data centers. If selected during the backup plan’s creation, the Acronis Cyber Protect Cloud Data is stored encrypted (AES 256-bit).
    3. Retrieval. Backup data can be retrieved through a separate secure web console or by downloading an ISO image for a bootable media.

EXHIBIT B – ACRONIS CYBER PROTECT CLOUD – CYBER FILES

  1. OVERVIEW
    1. Components. The Acronis Cyber Files Cloud Product consists of that part of the Platform that relates to Acronis Cyber Files Cloud (the "Files Cloud Platform"), Acronis Files Cloud Software and Acronis Hosted Storage Service.
  2. FILES CLOUD PLATFORM
    1. Platform Description. Company hosted and web-based Acronis Cyber Files Cloud Platform offers Service Provider a File Sync and Share Service. Acronis Cyber Files Cloud Platform provides office and mobile users with file access, sync, and share across desktop PCs, mobile devices, or web browsers.
    2. Management Console. Acronis Cyber Files Cloud uses the same management console as Acronis Cyber Protect Cloud. The management console has the functionality to create, review, update, delete, and assign administrators to sub accounts, as well as set storage quotas for Resellers and/or End Users, as further explained in Section 2.3 of this Exhibit B below.
    3. Storage Quotas. The storage quotas for Resellers do not limit the amount of data they can consume in the service. However, when a Reseller exceeds the set storage quota, the Reseller will receive a notification through Acronis Cyber Files Cloud informing the Reseller that it has exceeded the storage quota. Service Provider may configure the storage quotas for End Users to either function in the same way as the storage quotas for Reseller, or to limit the amount of data the End Users can consume in Acronis Cyber Files Cloud.
    4. Provisioning Tools. Service Provider may use third-party provisioning tools as permitted by the capabilities of the Platform, the management console, and the REST APIs.
    5. Reporting. Usage reports can be generated for each Reseller for a specific time period. These are sent via email in table or text format with an attached .csv file and contain the following information: Date, Tenant (Reseller) ID, Tenant (Reseller) Name, Storage space used / quota by tenant, Number of licensed End Users, List of End Users with storage space used/quota by End User.
  3. ACRONIS CYBER FILES SOFTWARE
    1. Clients. After activation of their accounts, End Users can download and install Acronis Cyber Files Cloud clients for Windows/Mac workstation and Mobile Devices (iOS, Android, Windows).
    2. Features. The Acronis Cyber Files Cloud clients provide features to access the End User’s files, including sharing files with colleagues and syncing files for offline use. A full description of the features of the Acronis Cyber Files Cloud clients can be found in the online documentation (https://www.acronis.com/en-us/support/documentation/).
    3. Files Cloud Data Centers. Company hosts and operates the Files Cloud Platform in a subset of the Company data centers used by the Acronis Cyber Cloud platform. A list of data centers that currently host the Files Cloud Platform is available upon request.
    4. Files Cloud Storage Location. Company stores Service Provider’s Acronis Cyber Files Cloud Platform in the Company data center selected by Service Provider using the Platform. If no selection is made, Company reserves the right to store Service Provider’s Acronis Cyber Files Cloud Platform in the Company data center of Company’s choice. If Service Provider specifies the use of a particular Company data center in this Exhibit, then Company will host Service Provider’s Acronis Cyber Files Cloud data at that data center. Notwithstanding the foregoing, Company may without notice: (A) move the data stored in a data center operated by the Company to another Company data center within the same country, and (B) move the data stored in a data center operated by the Company in the European Union or Switzerland to another Company data center within the European Union or Switzerland.
  4. HOSTED STORAGE SERVICE (OPTIONAL)
    1. Default Destination. Acronis Hosted Storage is the default destination for the data stored by the Acronis Cyber Files Cloud Product if Service Provider does not install and define an alternative storage destination in the Platform.
    2. Location and Process. Acronis Hosted Storage associated with Acronis Cyber Files Cloud is located in the same Company data center(s) as is Service Provider’s Platform and/or Files Cloud Platform, but physically separated within different hardware. The storage software used is proprietary Acronis Storage Software that is based on Reed-Solomon code to protect the backups and files from data loss in case of any failure. Platform Data is not replicated or backed up to other data centers. All Acronis Cyber Files Cloud data is stored encrypted (AES 256-bit).
    3. Retrieval. Backup data can be retrieved through a separate secure web console or by downloading a complete ISO image for a bootable medium.

EXHIBIT C - ACRONIS CYBER PROTECT CLOUD - DISASTER RECOVERY

  1. OVERVIEW
    1. Components. Acronis Cyber Protect Cloud is a prerequisite requirement for Acronis Disaster Recovery Cloud. The Acronis Disaster Recovery Cloud Product consists of two additional components: Acronis Disaster Recovery Software and Local Cloud Appliance (when it becomes available).
  2. SOFTWARE
    1. Acronis Disaster Recovery Software. The Acronis Disaster Recovery Cloud Platform requires the Acronis Cyber Protect Cloud Platform.
    2. VPN. For VPN network setup, Service Provider can download and install an agent to establish simple VPN network connectivity. VPN network connectivity is required for initial setup and capture of network changes.
    3. Failover. The Acronis Disaster Recovery Software supports the test and production failover, compute and failback of servers and VMs.
  3. ACRONIS DISASTER RECOVERY PLATFORM
    1. Platform. The part of the Platform that relates to Acronis Disaster Recovery Cloud (the "Acronis Disaster Recovery Cloud Platform") offers Service Provider a management console for establishing simple VPN network connectivity, adding, removing or disabling disaster recovery protection to Windows and Linux servers and VMs previously setup for backup using the Acronis Cyber Protect Cloud Platform and provisioning primary or always-on compute resources. Through the Platform Service Provider can also initiate and stop test and production failovers and failbacks.
    2. Overview. In addition to the overview provided by the Acronis Cyber Protect Cloud Platform, the Acronis Disaster Recovery Cloud Platform offers Service Provider a comprehensive overview of the servers and VMs with disaster recovery protection, VPN network connectivity and associated settings.
    3. Reporting. Through the combined Acronis Cyber Protect Cloud Platform and Acronis Disaster Recovery Cloud Platform, all accounts can generate monthly usage or request ad-hoc reports for a specific time period. These are sent via email in table or text format with an attached .csv file.
    4. API. The combined Acronis Cyber Protect Cloud Platform and Acronis Disaster Recovery Cloud Platform can also be accessed through REST API (documentation can be provided upon request).
    5. Resources. The Acronis Disaster Recovery Cloud Platform provides Service Provider with three (3) disaster recovery usage resources.
      1. Disaster Recovery Storage is the total volume of device backups in the cloud.
      2. Compute resources are standard pre-configured vCPU and RAM configurations with assigned per hour compute point values. Compute resources for each individual server in use are tracked by minute through each consecutive period of use, then divided by sixty (60), and multiplied by the corresponding configuration per hour compute points value from the table below. The resulting values per server are summed up at the end of the month and rounded up to the nearest full compute point. Compute resources can be always on or activated for test and production failover.
      3. Public IP Address are dedicated public facing IP addresses. These IP address can optionally be added to servers that require external network access from the Internet.
    6. Changes. Changes initiated to the disaster recovery resources using the Acronis Disaster Recovery Platform by Service Provider are the responsibility of Service Provider and will not be verified by Company.
    7. Activity. Activity initiated within the Acronis Disaster Recovery Platform that results in an object state change is subject to detailed audit logging which Service Provider may examine upon request.
    8. Quality. Company reserves the right, as reasonably necessary or convenient for Company’s own purposes, to: (a) improve the quality of service to Service Provider; (b) change rules of operation, identification procedures, policies, types of equipment utilized by Company at Company data centers, system interfaces, and operating and other system and network software and utilities upon thirty (30) days’ advance notice to Service Provider; and (c) implement enhancements or updates to the Acronis Disaster Recovery Platform or the Acronis Disaster Recovery Software.
  4. ACRONIS DISASTER RECOVERY DATA CENTERS
    1. Locations. Company hosts and operates the Acronis Disaster Recovery Cloud Platform in secure third-party data centers identified in the Platform.
    2. Other Locations. Subject to Section 9.6 of the Terms to which this Schedule A is attached, at its option Company may host and operate the Acronis Disaster Recovery Cloud platform in similar data centers in additional or alternative locations.
    3. Acronis Disaster Recovery Cloud Storage Location. Company stores Service Provider’s Acronis Disaster Recovery Cloud Product in secure third-party data centers operated by Company. Upon Service Provider’s request, the Company may in its discretion provide specifications for each individual data center. In the event of a production failover, Company will move Service Provider’s Acronis Cyber Protect Cloud data to Acronis Disaster Recovery Cloud storage in the same Company data center as Service Provider’s Acronis Cyber Protect Cloud Product data center. If Acronis Disaster Recovery Cloud is not available in the Company data center where Service Provider is storing its Acronis Cyber Protect Cloud data, then Service Provider cannot use Acronis Disaster Recovery Cloud in that data center.
  5. THIRD PARTY SOFTWARE
    1. Software. "Third Party Software" means third party software products that Company makes available to Service Provider for use either on Service Provider’s premises or via the Disaster Recovery Cloud Product. Company will provide Service Provider access to Third Party Software only during the applicable Term and solely to facilitate use of disaster recovery resources, subject to these Terms.
    2. Third Party License Terms. The terms of the end user license agreements for the Third-Party Software are set out in the following link: https://kb.acronis.com/ru/thirdparty. Please contact the Company for the end user license agreements for the Third-Party Software if they are unavailable at the link provided above.
    3. Participation. Company is not a party to (or in any way liable under) any Third-Party Software end user license agreement. Third Party Software may include software that is subject to "open source" or "free software" licenses ("Open Source Software"). Open Source Software is licensed under the terms of the end-user license that accompanies such Open Source Software (which in some cases may be included in the end user license agreement), which terms will control over any conflicting provision of these Terms. Without limiting the generality of the foregoing, nothing in these Terms limits the End User’s rights under, or grants the End User rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software. If required by any license for particular Open Source Software, Company will make such Open Source Software, and Company’s modifications to that Open Source Software, available at no charge by written request to Company at the address specified above.
  6. SERVICE PROVIDER OBLIGATIONS
    1. Cooperation and Assistance. Service Provider will (a) provide Company with good-faith cooperation and such information as may be reasonably required by Company to deliver the Disaster Recovery Cloud Product, and (b) agrees to comply with the following:
      1. Service Provider will create, monitor, and maintain a VPN to Company Data Center using Acronis Disaster Recovery Cloud VPN agent or as otherwise reasonably instructed by Company.
      2. Service Provider is wholly responsible for the installation, monitoring, management, and maintenance of any of Service Provider’s software installed on its local and cloud Servers.
      3. Service Provider is responsible for allocating sufficient resources to complete implementation of the Product in a timely manner.
      4. Service Provider is responsible for providing the name and email address of Service Provider employee who will be responsible for receiving alerts.
      5. Service Provider is responsible for monitoring its local and cloud servers, and setting up alerts from the Platform. Alerts must be initially set up during implementation, and Service Provider is responsible for responding to and testing those alerts to ensure the solution is working properly.
      6. Service Provider is responsible for scheduling and performing periodic testing to ensure that the solution will work as expected in a disaster situation.
      7. Service Provider is responsible for establishing recovery point objectives to determine how often its data is backed up.
      8. Service Provider is responsible for defining and maintaining End User names and passwords for their Servers.
    2. Disclaimer. Company expressly disclaims any and all liability for failure on the part of Service Provider to take the affirmative actions as outlined in Section 6.1, along with its failure to acknowledge and respond to any email notification alerts in regards to the Acronis Disaster Recovery Cloud Product. Those to whom such email notification alerts are addressed, whether that be one or more of Service Provider, any Reseller, and any End User, will bear the sole responsibility for the consequences of failing to take appropriate steps in response to such email notification alerts. Company will have no liability to anyone for such failure.

EXHIBIT D – ACRONIS CYBER PROTECT CLOUD – CYBER NOTARY

  1. INTRODUCTION
    1. General. Acronis Cyber Notary Cloud is the "Authentication Service" along with all related documentation that Company does not make public on its websites. "Acronis Cyber Notary Cloud" is blockchain-based service for file notarization, e-signing and verification designed exclusively for service providers.
  2. RESTRICTIONS
    1. EULA. All users of Authentication Services must agree to the then-current EULA before such end users may begin using Authentication Services.
    2. Blockchain Integration. Authentication Services rely on a growing list of records ("Blocks") that are linked using cryptography. Each Block contains a cryptographic hash of the previous Block, a timestamp, and transaction data (the "Blockchain"). Company uses a third-party Blockchain to provide Authentication Services ("Blockchain Vendor").
    3. Disclaimers. Authentication Services may become unavailable due to events related to Blockchain outside of Company’s control, including actions of various governments related to Blockchain or acts or omissions of the Blockchain Vendor. Accordingly, Company cannot guarantee continuous availability or uninterrupted use of Authentication Services. Consequently, Company will not be liable for Authentication Services’ unavailability or service interruption for any reason.
  3. AUTHENTICATION
    1. Nature of Service. Authentication Services use Blockchain technology and the Company’ proprietary software to authenticate various digital files (each a "Document") by comparing their cryptographic hashes to Company’s records. Neither Authentication Services nor Company are licensed by any government to perform acts that have legal affect, are or serve the place of any public official, or are related to or endorsed by any government authority.
    2. Authentication Laws. Various regulations may establish regulations regarding the admissibility and authentication of documents in legal proceedings or for other legal purposes. Company is not responsible for determining whether any Document is subject to or in compliance with any such regulations, or any limitations or restrictions on the use of any Document.
  4. ELECTRONIC SIGNATURES
    1. Parties. Certain functions of Authentication Service facilitates execution of documents between various parties. Notwithstanding anything to the contrary herein, Company is not a party to, or third-party beneficiary of, any Document by virtue of providing the service.
    2. Content. The effect of the Documents that parties use the service to execute is referred to a "Transaction." Users of Authentication Service have exclusive control over and responsibility for, and Company has no liability for or with respect to, the content, quality, and format of any Document. Company makes no express or implied representations or warranties regarding any Transaction, including, but not limited to, any Transaction’s compliance with applicable law or governmental regulations.
    3. Signature Laws. Various government agencies may regulate or prohibit the use of electronic signatures in various contexts. Electronic signature laws may not grant legal effectiveness to all Documents or Transactions. These could render a Document or Transaction meaningless. The service users are solely responsible for establishing that the service meets their legal needs. Company disclaims all responsibility and liability for the use of the service in connection with any Document or Transaction that does not satisfy applicable electronic signing laws, rules or regulations or that is not legally effective for any reason.
    4. Storage Policies. Company is not responsible for determining how long any contracts, documents, and other records are required to be retained or stored under any applicable regulations. It is the sole responsibility of the service users to determine how long to store any Documents they process using Authentication Service.
  5. SOFTWARE AND PLATFORM
    1. Authentication Services Data Centers. Authentication Service has a distributed deployment architecture that functions as follows:
    2. One component of the Authentication Service architecture stores hashes of files, proofs, and other data required for providing Authentication Service ("Notary Tree Builder"). Notary Tree Builder is located in a specific data center operated by the Company.
    3. The other component configures and coordinates the Authentication Service implementation ("Service Component"). The Service Component may store files uploaded to the Authentication Service and the accompanying identification information. The Service Component has multiple instances spread across many data centers that the Company or its data center providers operate.
    4. Notary Tree Builder is connected to each instance of the Service Component.
    5. Except as specified in the following sentence, Service Provider cannot select a particular data center for its Authentication Service data. Subject to availability, Service Provider may be able to select through the Platform a data center for storing files uploaded to the Authentications Service. Company may move Notary Tree Builder, instances of Service Component, and all or parts of the Authentication Service data between various data centers that the Company or its data center providers operate without notice.

EXHIBIT E – ACRONIS PHYSICAL DATA SHIPPING TERMS AND CONDITIONS

  1. Service Description. Physical Data Shipping ("PDS") is a service that enables customers to send a computer storage device ("Media") to a Company cloud data center so that the data center quickly can upload the data on it to the cloud. More information on PDS is available at https://dl.managed-protection.com/u/physical-data-shipping/help/admin/en-US/#40503.html.
  2. Guidelines. In this Exhibit E, the term "Sender" refers to the Service Provider, Reseller or End User that physically ships the disk drive to Company. Company will only provide PDS subject to applicable Service Providers, Resellers, and End Users strictly complying at all times with Company’s instructions and all guidelines and processes established by Company for PDS. Company incorporates those guidelines, as the Company may update them from time to time in Company’s sole discretion, into these terms by reference, which are called the "Service Guidelines." Company will not be liable for any damage caused by anyone’s failure to comply at all times with the Service Guidelines.
  3. Order Source. Service Provider must enable the PDS service so that a Sender can create orders for PDS via the order creation tool, a separately downloaded tool provided by Company ("Order Tool"). Company provides PDS to Senders based on orders generated through the Order Tool. Sender may add a carrier tracking number in the Order Tool for the shipped Media to simplify the support procedure.
  4. Media Liability. Company will not be responsible in any way for any Media used for PDS while it is not in Company’s possession, including when it is in transit to or from Company. All risk of loss or damage passes to the Sender when Company delivers the Media to any carrier. Sender must send all Media to Company in secure and appropriate packaging, and include a return shipping label. Company will destroy any Media that does not include a return shipping label without liability to Sender. If Sender does not encrypt data in accordance with Section 7.1 below, Company will have no liability whatsoever for any damages and Sender will indemnify Company for any damages that arise from or related to its use of PDS to transport that data. Company will only ship and receive during ordinary local business hours (depending on geographic location of the Company data center).
  5. Flow Down Terms. Service Provider will ensure that anybody it directly or indirectly sells or offers PDS to, including all downstream Resellers and End Users, agrees to the terms of this Exhibit E. Service Provider will be solely liable for and will indemnify, defend and hold Company harmless against any damages arising from the use of PDS by any downstream Reseller or End User who is not bound to the terms of this Exhibit E.
  6. Delays. Company will not be liable for any shipping delays or data transfer delays.
  7. Additional Terms. The Final Sender:
    1. will encrypt all data on the Media by selecting the option in the Company backup plan to further secure the data sent to Company; and
    2. will send the Media only to Company-validated addresses.

EXHIBIT F – ACRONIS CYBER INFRASTRUCTURE

  1. OVERVIEW
    1. Documentation. The documentation for Acronis Cyber Infrastructure (previously known as Acronis Storage and Acronis Software-Defined Infrastructure), which includes a product description, is available at https://dl.acronis.com/u/vstorage/docs/pdf/AcronisSoftwareDefinedInfrastructure_2_abgw_quick_start_guide_en-US.pdf.
    2. Capacity. Pricing of Acronis Software-Defined Infrastructure is based on certain usage metrics, such as "Capacity," which is defined as effective used storage space. Capacity is the logical data volume, which is independent of the number of replicas or raw data in a storage cluster.
  2. LICENSING MODELS
    1. License Compliance. Service Provider will comply with End-User Agreements with respect to Products supplied by Company to Service Provider for use by Service Provider. Service Provider will not reproduce, lend, rent, or otherwise transfer those Products except as expressly permitted in the applicable End-User Agreement. Service Provider may not circumvent any Product locking or other copy protection system in any manner or instruct or assist any third party to do so.

EXHIBIT G – GOOGLE DATA CENTER

This Exhibit G to the Terms applies when the Company stores Service Provider’s data in Google as a third-party data center. Without limiting the generality of the foregoing, certain Products may utilize or rely on the use of Google data centers which results in the Company storing Service Provider’s data in Google as a third-party data center. In the event of an inconsistency between the terms of this Exhibit G and any other terms of Schedule A (including its Exhibits) or the Terms, the terms of this Exhibit G will control.

  1. GENERAL TERMS
    1. Acceptable Use. In addition to other prohibitions and restrictions set forth in the Terms, Service Provider will also not use the Products or Services (a) in connection with the operation of nuclear facilities, air traffic control, life support systems or other high risk activities where the use or failure of the Products or Services could lead to death, personal injury, or environmental damage; (b) to operate or enable any telecommunications service or in connection with any application that allows End Users to place calls to or receive calls from any public switched telephone network; or (c) to process or store any User Data that is subject to the International Traffic in Arms Regulations maintained by the US Department of State. Service Provider will comply with the Google acceptable use policy, as amended from time to time, at http://cloud.google.com/terms/aup. This Section 1.1 is collectively referred to as the "Google AUP."
    2. Additional Right to Suspend. In addition to the provisions of Section 8.1 of the Terms, Company may suspend, discontinue or terminate access to or use of any Product or Service (or any portion or feature thereof) for any reason at any time to the extent and on substantially similar terms as Google suspends, discontinues or terminates services to Company, including where Google does so due to its infringement or potential infringement of a third party’s intellectual property rights.
    3. Multiple Data Centers. As determined by Google based on its current policies and arrangements with Company, Google may move User Data to Google data centers other than the one(s) selected by Service Provider. User Data may from time to time be stored transiently or cached in any country in which Google maintains facilities. The notice provisions of Section 9.6 of the Terms do not apply to moving User Data between Google data centers. Company will use commercially reasonable efforts to promptly inform Service Provider through the Platform of any change or proposed change in Google data center locations after it learns of such change.
    4. Moving Out. the Company may in its sole discretion and without notice move Service Provider’s data or a portion thereof out of the Google data centers.
  2. OTHER TERMS
    1. Material Breaches. Notwithstanding Section 13.1 of the Terms to the contrary, where Service Provider breaches any material term or condition of the Terms after having previously cured two or more breaches of a material term or condition, if Company reasonably believes that such breach may cause Google to terminate its data center agreement with Company or to suspend or terminate any, all, or any part of its services, Company may (i) require Service Provider, at Service Provider’s cost, to transition to a Company data center; (ii) terminate these Terms without liability to Service Provider; (iii) suspend or terminate any service the Company’s access to or use of which Google has suspended or terminated; or (iv) any combination of the foregoing.
    2. Indemnification for Google AUP Violation. Service Provider will indemnify, defend, and hold harmless Company against all costs, expenses (including reasonable attorney’s fees), damages and liabilities resulting from any third-party claim arising from or in connection with Service Provider’s, its Resellers’ and/or End Users’ use of the Services or Products in violation of the Google AUP. The prior sentence will apply only to the extent that: (i) Company has notified Service Provider in writing after receiving written notice of such third party claim and cooperates reasonably with Service Provider to resolve the claim. Company’s failure to notify Service Provider of the third-party claim will, only if it prejudices the defense of the claim, reduce Service Provider’s liability under this Section 2.2 only in proportion to the prejudice. Company will give sole control of the defense of the claim to Service Provider, subject to the following: (i) Company may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring Company to admit liability, pay money, or take (or refrain from taking) any action, will require Company’s prior written consent, which may be withheld in Company’s sole and absolute discretion. Notwithstanding anything to the contrary, the limitations of liability under the Terms do not apply to Service Provider’s indemnification obligations under this Section 2.2.

EXHIBIT H – MICROSOFT AZURE DATA CENTER

This Exhibit H to the Terms applies when the Company stores Service Provider’s data in Microsoft Azure as a third-party data center. Without limiting the generality of the foregoing, certain Products may utilize or rely on the use of Microsoft Azure data centers which results in the Company storing Service Provider’s data in Microsoft Azure as a third-party data center. In the event of an inconsistency between the terms of this Exhibit H and any other terms of Schedule A (including its Exhibits) or the Terms, the terms of this Exhibit H will control.

  1. GENERAL TERMS
    1. Acceptable Use. In addition to other prohibitions and restrictions set forth in these Terms, the Service Provider will not use the Products or Services (a) in connection with the operation of nuclear facilities, air traffic control, life support systems or other high risk activities where the use or failure of the Products or Services could lead to death, personal injury, or environmental damage; (b) to violate the rights of others; (c) to try to gain unauthorized access to or disrupt any service, device, data, account or network; (d) to spam or otherwise distribute malware; (e) in a way that could harm Azure data center(s) or impair anyone else’s use of the Products or Services; (f) to operate or enable any telecommunications service or in connection with any application that allows End Users to place calls to or receive calls from any public switched telephone network; (g) process or store any User Data that is subject to the International Traffic in Arms Regulations maintained by the US Department of State; or (h) any combination of the foregoing (the foregoing is collectively referred to as the "Microsoft AUP").
    2. Additional Right to Suspend. In addition to the provisions of Section 7.1 of the Terms, Company may suspend, discontinue or terminate access to or use of any Product or Service (or any portion or feature thereof) for any reason at any time to the extent and on substantially similar terms as Microsoft suspends, discontinues or terminates services to Company, including where Microsoft does so due to Microsoft’s infringement or potential infringement of a third party’s intellectual property rights.
    3. Multiple Data Centers. As determined by Microsoft based on its current policies and arrangements with Company, Microsoft may move User Data to Microsoft Azure data center(s) other than the one(s) selected by Service Provider. User Data may from time to time be stored transiently or cached in any country in which Microsoft maintains facilities. The notice provisions of Section 9.6 of the Terms do not apply to Microsoft moving User Data between Microsoft data centers. Company will use commercially reasonable efforts to inform Service Provider through the Platform of any change or proposed change in Microsoft data center locations after it learns of such change.
    4. Moving Out. the Company may in its sole discretion and without notice move Service Provider’s data or a portion thereof out of the Microsoft Azure data centers.
  2. CHANGES
    1. Commercially Reasonable Changes. Company reserves the right to make commercially reasonable changes to this Exhibit H to the Terms to comply with any terms that Microsoft might impose on Company from time to time with respect to Microsoft Azure. Company will use commercially reasonable efforts to promptly inform and provide, if commercially feasible, Service Provider with advance notice of such changes. Service Provider’s continued use of the Products and Services after said notice will constitute Service Provider’s acceptance of such terms.
  3. OTHER TERMS
    1. Material Breaches. Notwithstanding Section 13.1 of the Terms to the contrary, where Service Provider breaches any material term or condition of the Terms after having previously cured one or more breaches of a material term or condition, and if Company reasonably believes that such breach may cause Microsoft to terminate its data center agreement with Company or to suspend or terminate any, all, or any part of its services, Company may (i) require Service Provider, at Service Provider’s cost, to transition to another secure third Company data center, (ii) terminate the Terms without liability to Service Provider; (iii) suspend or terminate any service the Company’s access to or use of which Microsoft has suspended or terminated, or (iv) any combination of the foregoing.
    2. Indemnification. Service Provider will indemnify, defend, and hold harmless Company against all costs, expenses (including reasonable attorney’s fees), damages and liabilities resulting from any third party claim arising from or in connection with i) Service Provider’s, any Reseller’s, or any End User’s use of the Services or Products in violation of the Microsoft AUP; ii) any allegation that User Data stored or processed by Microsoft Azure misappropriates a trade secret or infringes a patent, copyright, trademark or other proprietary right of a third party; or iii) any combination of the foregoing. The prior sentence will apply only to the extent that: (i) Company has notified Service Provider in writing after receiving written notice of such third party claim and cooperates reasonably with Service Provider to resolve the claim. Company’s failure to notify Service Provider of the third-party claim will, only if it prejudices the defense of the claim, reduce Service Provider’s liability under this Section 3.2 only in proportion to the prejudice. Company will give sole control of the defense of the claim to Service Provider, subject to the following: (i) Company may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring Company to admit liability, pay money, or take (or refrain from taking) any action, will require Company’s prior written consent, which may be withheld in Company’s sole and absolute discretion. Notwithstanding anything to the contrary, the limitations of liability under the Terms do not apply to Service Provider’s indemnification obligations under this Section 3.2.

EXHIBIT I – GOOGLE WORKSPACE BACKUP

Google offers a variety of cloud computing, productivity, and collaboration software products and applications (as Google may change from time to time in its sole discretion, collectively referred to as "Google Workspace Applications"). Under this Exhibit I and as of the date of the last update to these Terms as stated at the beginning of these Terms, Google Workspace Applications means Gmail, Google Contacts, Google Calendar, Google Drive, and Google Team Drives. Subject to the terms and conditions below, the Company offers backup of users’ Google Workspace Application data (such Product referred to as "Google Workspace Backup") in data centers operated by the Company or the Company’s data center providers. Google Workspace Backup utilizes a Google application program interface ("API"). Specific information on data the Company collects and uses for Google Workspace Backup is available at https://www.acronis.com/en-us/company/privacy.html.

This Exhibit I applies with respect to Google Workspace Backup. With respect to Google Workspace Backup, in the event of any inconsistency between the terms of this Exhibit I and any other terms of this Schedule A, the terms of this Exhibit I will control.

  1. GENERAL TERMS
    1. Google Terms. Google Workspace Backup is subject to the then-current Google terms of service, currently available at https://developers.google.com/terms/ ("Google Terms"). Google may update the Google Terms in Google’s sole discretion, without notice to Service Provider from Google or the Company. Service Provider will comply with the Google Terms, and ensure that Service Provider’s Resellers and End Users comply with the Google Terms.
    2. Google Monitoring. Google may monitor the use of the Google APIs to ensure quality, improve Google’s products and services, and verify compliance with the Google Terms. Service Provider and all of Service Provider’s Resellers and End Users will allow and will not interfere with the monitoring contemplated by this Section 1.2.
  2. OTHER TERMS
    1. No Liability. In addition to and not in derogation of Section 11.2 of the Terms, the Company will have no liability for performance of Google Workspace Backup or service unavailability caused by or attributable to Google.
    2. Indemnification for Google API Terms Violation. Service Provider will indemnify, defend, and hold the Company harmless against all costs, expenses (including reasonable attorney’s fees), damages and liabilities resulting from any third party claim arising from or in connection with Service Provider’s, its Resellers’ and/or End Users’: (i) misuse of Google Workspace Backup or the Google APIs; (ii) acts or omissions that violate the Google Terms; (iii) acts or omissions that cause or contribute to the Company’s violation of the Google Terms; (iv) content or data routed into or used with Google Workspace Backup or the Google API; or (v) any combination of the foregoing.
    3. Limitation of Liability under the Google Terms. In addition to and not in derogation of Section 12.2 of the Terms, notwithstanding anything to the contrary, the Service Provider, on its own behalf, as well as on behalf of its Resellers and End Users, acknowledges and agrees that: (A) the total cumulative liability of the Company to Service Provider, its Resellers, and End Users for any claim under these Terms pertaining to Google Workspace Backup, including for any implied warranties, whether in contract, in tort (including negligence or strict liability), or any other legal theory, will not exceed the amount of license fees that Service Provider has paid to Distributor in the six (6) month period preceding the event giving rise to the liability, and (B) the Company will not be liable for any expense, loss, or damage pertaining to Google Workspace Backup that is not reasonably foreseeable. The existence of multiple claims by any one party or from multiple parties with respect to the same underlying acts, omissions or occurrences will not expand this limit.

EXHIBIT J – OMNIVOICE

  1. GENERAL
    1. To license Omnivoice, a licensee must enter into an agreement directly with Infratel. All the rights and remedies regarding licensing and use of Omnivoice are governed by that agreement. Service Provider and End-User may find and agree to Infratel’s terms and conditions by accessing the Platform and clicking on the Omnivoice button, which will open a pop-up with a link to Infratel’s Master Service Agreement on Infratel’s external site. Distributor expressly disclaims all warranties and liabilities regarding licensing and use of Omnivoice.
  2. BILLING
    1. Each month, Distributor will invoice Service Provider for (1) the amount of Omnivoice seats Service Provider owns and (2) the number of Minute and SMS packages ordered that month.

EXHIBIT K – Advanced Email Security

  1. GENERAL
    1. To license Advance Email Security, a licensee must enter into an agreement directly with Perception Point. All the rights and remedies regarding licensing and use of Advanced Email Security are governed by that agreement. Service Provider and End-User may find and agree to Perception Point’s terms and conditions by accessing the Platform and clicking on a button to enable Advanced Email Security, which will open a pop-up to Perception Point’s console where Perception Point’s Master terms are located. Distributor expressly disclaims all warranties and liabilities regarding licensing and use of Advanced Email Security.

SCHEDULE B – MINIMUM MONTHLY COMMITMENTS

CurrencyTier 1Tier 2Tier 3Tier 4Tier 5
USD$250$1,000$2,000$4,000$10,000
EUR€250€1,000€2,000€4,000€10,000
GBP£175£750£1,500£3,000£7,500
AUDA$350A$1,500A$3,000A$6,000A$15,000
JPY¥30,000¥125,000¥250,000¥500,000¥1,250,000
CADC$350C$1,500C$3,000C$6,000C$15,000