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Hybrid Backup Terms and Conditions

Last updated: July 2018

These Hybrid Backup Specific Terms (the “Hybrid Backup Terms”) apply to Alterio Technologies Hybrid Backup product that combines cloud and on-site data protection (“Hybrid Backup”). By purchasing or using Hybrid Backup solution, you agree to be bound by the General Terms and these Hybrid Backup Terms. Capitalized terms not defined in these Hybrid Backup Terms will have the meaning given to them in the General Terms.

 

1. Additional Defined Terms.

“Hybrid Backup Appliance Software” means Alterio Technologies software that is pre-loaded onto Hybrid Backup Hardware.

“Hybrid Backup Client Software” means Alterio Technologies proprietary software agents, clients and plug-ins that are installed on your specific devices in order to copy Customer Content from such devices. 

“Hybrid Backup Cloud Services” means Alterio Technologies cloud back-up services. 

“Hybrid Backup Hardware” means the leased hardware components of the on-site appliance.

“Hybrid Backup Software Components” means the Hybrid Backup Client Software and the Hybrid Backup Appliance Software.

“Hybrid Backup Solution” is comprised of three components: (a) Hybrid Backup Cloud Services, (b) Hybrid Backup Software Components and (c) Hybrid Backup   Hardware.

“License Location” means the location where you are authorized by Alterio Technologies to use Hybrid Backup.

“License Period” means the term set forth at the time of purchase. 

 

2. License Grants. Except for the limited rights granted herein, Alterio Technologies and its licensors retain all right, title and interest in and to the Hybrid Backup Software Components and the Hybrid Backup Hardware and all intellectual property rights therein.  

a. Hybrid Backup Cloud Services.  Subject to the terms and conditions of this Agreement, for the term of the License Period, you and your Authorized Users may access and use the Hybrid Backup Cloud Services solely (i) for your personal use, with no right to make such Hybrid Backup Cloud Services available to third parties by providing a hosted service; (ii) in accordance with the applicable Documentation; and (iii) in accordance with Restrictions and Requirements applicable to the Hybrid Backup Cloud Services. Your authorization to use the Hybrid Backup Cloud Services is non-exclusive, non-transferable, non-sublicensable, terminable and limited to the Restrictions and Requirements as set forth in the Documentation. 

b. Hybrid Backup Software Components. Subject to the terms and conditions of this Agreement, for the term of the License Period, Alterio Technologies grants to you a non-exclusive, non-transferable, revocable, fee-bearing, limited license (without the right to sublicense) to install, execute and use the Hybrid Backup Software Components solely: (i) in object code format, (ii) in accordance with the applicable Documentation, (iii) subject to all other Requirements and Restrictions, and (iv) for your personal use in the Licensed Location, with no right to make such software available to third parties either by transferring copies thereof or by providing a hosted service. The Hybrid Backup Appliance Software must only be used and executed solely on the Hybrid Backup Hardware, as installed thereon. 

c. Hybrid Backup Hardware. Hybrid Backup Hardware is leased to you as part of the Hybrid Backup Solution. Hybrid Backup Hardware is not sold to you and no transfer of title in the Hybrid Backup Hardware is effectuated in connection with the Hybrid Backup Solution. You acknowledge and agree that the Hybrid Backup Hardware shall not be deemed to be a fixture of any part of your premises. Subject to the terms of this Agreement, for the term of the License Period, Alterio Technologies grants to you a non-exclusive, non-transferable, revocable, fee-bearing, limited lease (without the right to sublease) to use the Hybrid Backup Hardware solely: (a) as part of the Hybrid Backup Solution; (b) to execute the Hybrid Backup Appliance Software, (c) subject to all other Requirements and Restrictions, and (d) for your personal use in the Licensed Location, with no right to transfer the Hybrid Backup Hardware to any other location or third party, or otherwise grant access to third parties to use the Hybrid Backup Hardware for any purpose, including but not limited to use of the Hybrid Backup Hardware to provide a hosted service to third parties. No other use of the Hybrid Backup Hardware is permitted.  The Hybrid Backup Hardware may not be used separate and apart from the Hybrid Backup Appliance Software. You may not sell, lease, abandon, or give away the Hybrid Backup Hardware or permit any unauthorized third party to access or use the Hybrid Backup Hardware.

 

3. Customer Responsibility for Maintenance of Appliance. You agree that you will: (A) store and operate the Hybrid Backup Hardware in a manner and under the environmental conditions specified in the Documentation so that the Hybrid Backup Hardware remains in good operating condition and (B) not allow anyone other than Alterio Technologies or a Alterio Technologies authorized agent to service the Hybrid Backup Software Components or Hybrid Backup Hardware. In the event the Hybrid Backup Hardware requires repair or replacement, Alterio Technologies will, in its sole discretion, repair or replace the Hybrid Backup Hardware at Alterio Technologies expense, provided, however, that if the Hybrid Backup Hardware is in need of repair or replacement as a result of your actions, omissions, or violation of these Hybrid Backup Terms, you authorize Alterio Technologies to charge your Card-On-File a non-refundable fee equal to the costs incurred by Alterio Technologies to repair the Hybrid Backup Hardware and all shipping and handling fees associated with the repair. 

 

4. Restrictions. The Hybrid Backup Hardware is not licensed for use in life support systems, human implantation, nuclear facilities or any other application where Hybrid Backup Hardware failure could lead to loss of life or property damage. If you use the Hybrid Backup Hardware for use in such applications, you acknowledge that (i) any such use or non-compliance is at your sole risk, (ii) Alterio Technologies and its licensors and suppliers are not liable, in whole or in part, for any claim or damage arising from such use, and (iii) you shall indemnify, defend and hold Alterio Technologies, its licensors and suppliers harmless from any claims, damages, losses, costs, expenses and liabilities arising out of or in connection with such use, including if applicable (x) Alterio Technologies compliance with your designs, specifications, or instructions, (y) modification of any Hybrid Backup Hardware by anyone other than Alterio Technologies, or (z) use of the Hybrid Backup Hardware in combination with other products or in violation of this section.

 

5. Return of Hybrid Backup Hardware. You agree to promptly return the Hybrid Backup Hardware in an undamaged condition within ten (10) calendar days of non-renewal, cancellation, or expiration of the Hybrid Backup Solution or issuance of replacement Hybrid Backup Hardware to you (the “Return Period”). You are solely responsible for deleting any Customer Content stored on any Hybrid Backup Hardware prior to returning the Hybrid Backup Hardware to Alterio Technologies. You acknowledge and agree that Alterio Technologies will not be responsible for any use or disclosure of any stored Customer Content that remains on any returned Hybrid Backup Hardware. You will be responsible for the (i) cost of shipping and handling in connection with the return of the Hybrid Backup Hardware to Alterio Technologies and (ii) risk of loss associated with the Hybrid Backup Hardware until it arrives at Alterio Technologies warehouse. Alterio Technologies reserves the right to charge your Card-On-File for the replacement cost of the Hybrid Backup Hardware if Alterio Technologies does not receive the Hybrid Backup Hardware by the end of the Return Period.