TERMS OF SERVICE AGREEMENT by benbenzhou

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									                                  TERMS OF SERVICE AGREEMENT

For and in consideration of the agreements as contained herein, and other good and valuable
consideration, receipt and sufficiency of which is hereby acknowledged, Mirrored Storage, Inc., a
(Texas) corporation (hereinafter “Mirrored Storage”) you the representative of the customer
utilizing this service, (hereinafter “Subscriber”), agree that this Agreement shall replace any and all
other written Agreement currently in effect between Mirrored Storage and Subscriber, and further
agree to be bound as follows:

1.     Description of Services & Hardware. Mirrored Storage agrees to provide remote backup
       services to Subscriber, which is more specifically described as follows:

       a. The following Service(s):

              ___ Business Standard (up to 10 devices or backup jobs); includes 50 gigabytes of
                  storage with 60 days of versions

              ___ Business Standard Software (up to 10 devices or backup jobs); includes 60 days
                  of versions

              ___ Business Advanced (more than 10 devices or backup jobs); includes 100
                  gigabytes of storage with 90 days of versions

              ___ Business Advanced Software (more than 10 devices or backup jobs); includes 90
                  days of versions

              ___ Enterprise (more than 25 devices or backup jobs); includes 150 gigabytes of
                  storage with 90 days of versions

              ___ Enterprise Software (more than 25 devices or backup jobs); includes 90 days of
                  versions

              ___ Enterprise Advanced; includes 250 gigabytes of storage with 90 days of versions

              ___ Enterprise Advanced Software; includes 90 days of versions

              ___ Business Appliance; includes 160GB local drive. Purchase, Monthly lease
                  (requires 3 months service commitment), Quarterly lease or Annual lease

              ___ Business Rack Appliance; includes 500GB local drive. Purchase, Monthly lease
                  (requires 3 months service commitment), Quarterly lease or Annual lease

              ___ Business Rack Appliance Advanced; includes 1TB local drive. Purchase, Monthly
                  lease (requires 3 months service commitment), Quarterly lease or Annual lease



Mirrored Storage Initials _____                                               Customer Initials _____

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              ___ Custom Appliance; includes custom appliance specifications

       b. The service includes storage space for data files only (no program files). Mirrored
          Storage will provide storage space for data files for the term of the agreement as long as
          the subscriber is in compliance with the terms of this agreement. Subscriber agrees that
          if at any time the amount of storage space occupied by Subscriber’s backed up files
          exceeds the amount of storage contracted for; Subscriber’s account will be billed for the
          additional space required in increments of 500MB at the overage rate in effect at that
          time.

2.     Fees. Subscriber agrees to pay to Mirrored Storage the following fees:

       Payment for services is due in advance for the next period. For subscribers paying by check
       or bank draft, payment in full is due within 15 days of payment due date (“net 15”). For
       subscribers that have chosen to pay by credit card your credit card will be automatically
       billed by Mirrored Storage in advance of the next billing cycle (either monthly or annual).
       Unless the subscriber or Mirrored Storage terminates the services as set forth in this
       agreement, when Subscriber’s service plan is automatically renewed for the next period,
       any applicable charges will be applied to the account for that period.

       Fees are listed for initial and ongoing fees on the order for attached.

3.     Term of Agreement.
             a. Software Customers: Software implementation are based on a monthly
                subscriptions automatically renew every month at the current monthly pricing
                plan.
             b. Appliance Customers: Appliance implementations require a minimum six (6)
                month agreement.
             c. Guarantee Period: We offer a 30-day money back guarantee for new customers.
                This period will normally be accomplished through software implementations but
                exceptions will be made for limited appliance configurations. If the appliance
                approached is used, the customer will be liable for the cost of the appliance and
                associated services and labor expenses.
             d. Renewal: The term of the agreement is either month-to-month or annual
                depending on the plan chosen by Subscriber.

4.     Registration. Subscriber may be required to provide registration information in order to
       use the services provided by Mirrored Storage. Subscriber agrees to provide certain limited
       information as prompted to do so during the registration process. This information is to be
       current, complete and accurate at the time of registration. The Subscriber agrees to notify
       Mirrored Storage if any of the registration information changes so that the Subscriber
       information is always current, complete and accurate.

5.     Termination of Agreement. Subscriber may terminate this agreement and use of the
       backup services at any time by giving Mirrored Storage thirty (30) days' written notice prior
       to the effective termination date. Any cancellation received prior to 30 days of service
       activation, or within 30 days of an automatic service renewal, will entitle the subscriber to a
       full refund of service charges. One-time setup fees are not refundable. No refunds will be
       given for cancellations received after 30 days of service activation or after 30 days of
       automatic service renewal. Mirrored Storage reserves the right to terminate the use of the
       services for nonpayment or violation of any of term of this agreement. Mirrored Storage


Mirrored Storage Initials _____                                                  Customer Initials _____

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       may terminate the agreement for any reason without written notice.

6.     Non-use and Non-disclosure. Neither party shall use any Confidential Information of the
       other party for any purpose except to evaluate and engage in discussions concerning the
       Opportunity. Neither party shall disclose any Confidential Information of the other party to
       third parties or to such party’s employees, except that, subject to Section 7 below, the
       receiving party may disclose the disclosing party’s Confidential Information to those
       employees, directors and contractors of the receiving party (and the receiving party’s
       wholly-owned subsidiaries) who are required to have the information in order to evaluate or
       engage in discussions concerning the Opportunity. If the receiving party is required by
       applicable law to make any disclosure of the disclosing party’s Confidential Information that
       is prohibited or otherwise constrained by this Agreement, the receiving party will provide
       the disclosing party with prompt written notice of such requirement prior to such disclosure
       (only to the extent prior notice is allowed under applicable law) so that the disclosing party
       may seek a protective order or other appropriate relief. Subject to the foregoing sentence,
       the receiving party may furnish that portion (and only that portion) of the Confidential
       Information that it is legally compelled or is otherwise legally required to disclose; provided,
       however, that the receiving party provides such assistance as the disclosing party may
       reasonably request in obtaining such order or other relief at the disclosing party’s option
       and expense. Neither party shall reverse engineer, disassemble or decompile any computer
       programs, appliances, prototypes or other tangible objects that embody the other party’s
       Confidential Information and that are provided to the party under this Agreement. Except
       as set forth in a separate written agreement signed by the duly authorized representatives
       of the parties, any computer programs provided by Mirrored Storage in connection with this
       Agreement and the use thereof shall be governed by, and subject to, Mirrored Storage’s
       standard terms and conditions governing the use of such computer programs.

7.     Maintenance of Confidentiality. Each party shall take reasonable measures to protect the
       secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the
       other party. Without limiting the foregoing, each party, as a receiving party, shall take at
       least those measures that it takes to protect its own confidential information of a similar
       nature and shall ensure that the employees, directors and contractors of the receiving party
       (and the receiving party’s wholly-owned subsidiaries) who have access to Confidential
       Information of the other party have signed and been bound to a non-use and non-disclosure
       agreement in content at least as protective of the other party’s Confidential Information as
       the provisions of this Agreement, prior to any disclosure of the other Party’s Confidential
       Information to such employees, directors and contractors. Each party shall be responsible
       for the compliance of such employees, directors and contractors with the terms and
       conditions of this Agreement. Each party shall have the right to make a reasonable number
       of copies of the Confidential Information of the other party, unless otherwise requested in
       writing by the disclosing party. Each party shall reproduce the other party’s proprietary
       rights notices on any such copies, in the same manner in which such notices were set forth
       in or on the original. Notwithstanding any other provision of this Agreement, each party
       may disclose the existence of this Agreement, the terms and conditions of this Agreement
       and the relationship of the parties: (a) as required in any filing under applicable securities
       law; (b) in confidence, in connection with an actual or prospective merger, acquisition,
       change of control, sale of a party’s entire business or a portion of a party’s business, or
       similar transaction; (c) in confidence, to accountants, banks, attorneys and financing
       sources and their advisors; and/or (d) in confidence, in connection with the enforcement of
       this Agreement or rights under this Agreement.



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8.     Password Security. It is the full responsibility of Subscriber to make a copy of the
       password and encryption key information provided during initial installation of the service
       and store it in a safe location. Mirrored Storage will not be held responsible for the loss of
       the password and does NOT maintain client encryption keys.                 The Subscriber
       understands that without the password and encryption key, the encrypted stored
       data can not be retrieved and shall not hold Mirrored Storage responsible in any
       way for any losses of any kind whatsoever.

9.     Limitation of Warranty and Liability. Mirrored Storage warrants and represents that the
       software provided will be free from defects for a period of thirty (30) days from date of
       delivery to you. This warranty extends only to Subscriber. THIS WARRANTY IS EXCLUSIVE
       AND IN LIEU OF ALL OTHER WARRANTIES EXPRESSED OR IMPLIED, INCLUDING ANY
       IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS. Mirrored Storage has not made
       and makes no guarantee or warranty, including an implied warranty of merchantability or
       fitness, that the system, equipment, or services supplied will avert, avoid or prevent the
       loss of data or information or the consequences there from, which the system or service is
       designed to provide. It is mutually understood and agreed that in executing this Agreement,
       Subscriber is not relying on any advice or advertisement of Mirrored Storage. Subscriber
       agrees that any representation, promise, condition, inducement or warranty, express or
       implied, including those of merchantability and fitness, not included in writing in this
       Agreement shall not be binding upon either party. The Subscriber assumes all risk for loss
       or damage to Subscriber's equipment and data files except as specified herein.

10.    Disputes. Subscriber agrees that this agreement shall be governed by the laws of the
       State of Texas. Both parties agree to the exclusive venue and jurisdiction of the courts in
       Collin County Texas arising out of or relating to the use of services provided by Mirrored
       Storage. In any litigation arising from this agreement, if Mirrored Storage is the prevailing
       party it shall recover from Subscriber its reasonable attorneys’ fees, costs of litigation, court
       costs, and any other related costs incurred.

11.    Limitations on Use. Subscriber may not use the service for any unlawful purpose. The
       service is an online backup and recovery service and is not to be used for transferring large
       amounts of data to other recipients. Mirrored Storage may monitor usage level to detect
       patterns of suspicious or unacceptable behavior and may disable offending subscriber's
       accounts. Mirrored Storage is not responsible for any business interruptions or losses that
       may be caused due to suspected improper use.

       As required by law, certain software that contains encryption features is subject to United
       States export controls. Encryption that is subject to these regulations software may not be
       downloaded or otherwise exported or re-exported into (or to a national or resident of)
       Afghanistan, Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria or any other country to
       which the United States has embargoed goods; or any organization or company on the
       United States Commerce Department's "Denied Parties List." By downloading or using
       encryption software or software that contain encryption features provided by Mirrored
       Storage, you are agreeing to the foregoing and all applicable export control laws. You are
       also warranting that you are not under the control of, located in, or a resident or national of
       any such country or on any such list.

12.    Entire Agreement. This is the entire agreement between the parties, and there are no
       other agreements, understandings, or representations.     This agreement may only be
       amended by a writing signed by all parties, and may not be amended orally, or by waiver,


Mirrored Storage Initials _____                                                Customer Initials _____

Page 4 of 6                       Mirrored Storage, Inc.          Service Contract-Business Appliance
       implication or course of dealing.


       Mirrored Storage, Inc.                              __________________________


       By:    _____________________                        By:   _____________________


       Name: John Neibel                                   Name: ____________________


       Title: President                                    Title: _____________________




Mirrored Storage Initials _____                                              Customer Initials _____

Page 5 of 6                       Mirrored Storage, Inc.         Service Contract-Business Appliance
                                           Attachment A

This Attachment outlines the scope and cost of both Installation and Configuration of the Mirrored
Storage solution whether software only or appliance (hardware) based solution.

   1. Installation of the Appliance. This includes the installation and initial functioning of the
      Appliance. This will be based in the effort and location of the efforts. Such fees will be
      based in the time and materials (T&M) and travel and expenses (T&E) for the effort. We
      commit to either bill on a fixed price bases or time and travel bases. Fixed billing options
      are as follows and include the Appliances and 2 hours and locations less than 50 miles from
      Mirrored Storage’s headquarters. Addition time duration will be billed at $100 per hour and
      travel at actual IRS guidelines expenses or actual expense whichever is less.

              ___ Business Standard/Advanced Installation Package

              ___ Enterprise Standard/Advanced Installation Package


   2. Configuration of the Appliance. This includes the configuration and testing of the
      functioning of the Appliance. This will be based in the effort and location of the efforts.
      Such fees will be based in the time and materials (T&M) and travel and expenses (T&E) for
      the effort. We commit to either bill in a fixed price bases or time and travel bases. Fixed
      billing options are as follows at locations less than 50 miles from Mirrored Storage’s
      headquarters. Addition time duration will be billed at $100 per hour and travel at actual IRS
      guidelines expenses or actual expense whichever is less.

              ___ Business Standard/Advanced Configuration Package

              ___ Enterprise Standard/Advanced Plan Configuration Package




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