Exhibit A

PRODUCT SPECIFIC TERMS AND CONDITIONS

1. SOFTWARE

1.1 License Grant. Subject to the terms and conditions of this Agreement, EVault grants to Customer a non exclusive, non transferable license to install and use (a) the Server Software on the Server Environment; and (b) the End-User Client Software on Users’ workstations and servers, subject to those terms, including without limitation, number of servers and workstations, number of Users and usage volume, set forth in the applicable Order Form. Except as otherwise provided in the applicable Order Form, the Licensed Software is licensed on a perpetual basis. If the Licensed Software is licensed for a limited term, the license to install and use the Licensed Software will automatically terminate at the end of the limited term set forth in the applicable Order Form, unless sooner terminated in accordance with the termination provisions of the applicable end-user license agreement or this Agreement.  The Licensed Software may be used by Customer solely for Customer’s internal business purposes and in accordance with the Documentation. Customer may make up to two (2) copies of the Licensed Software solely for backup or archival purposes except where a recovery image of the Appliance Software is included on the Appliance.

1.2 Customer Responsibilities. Customer is responsible for providing all hardware systems necessary to support the Licensed Software and for implementing reasonable security and environmental precautions for use of the Licensed Software. Customer is responsible for all communication and other costs associated with the use of the Licensed Software.

1.3 Capacity Pricing. Customer’s license to use the Software is limited to the capacity purchased. Capacity will be measured using the natural footprint.

(a) Customer Responsibilities. Customer should use the standard EVault report and vault logs to monitor their storage usage – the natural footprint of the data stored is provided in the report off the vault. Customer is responsible for purchasing additional capacity licenses in order to stay in compliance.

(b) Results of Non-compliance. Should Customer become out of compliance, i.e. data stored exceeds capacity licensed, the performance of the   Software will be affected. Back-ups will continue, however, restoration of data will be prevented. Once Customer purchases additional license capacity to bring its storage back into compliance, restorations will again be available.

(c) True-ups. The parties will perform a true-up of licensing to actual storage no less than once per year. Customer will permit EVault or its representatives to review Customer’s relevant records and systems to ensure license compliance.

(d) Additional Capacity. Customer will pay the then current rate for any additional license capacity.

1.4 Licensing Model Combination Restrictions. Capacity Based Software Products and A La Carte Software Products may not be purchased or used within the same Customer, regardless of location. EVault Applications Bundles Software, EVault Software Agents, EVault System Restore (ESR) Software, EVault Replication Software and EVault Satellite Software can be used throughout a Customer’s location regardless of whether the Customer is using Capacity or A La Carte versions of the Software.

2. SUBSCRIPTION SERVICES (EVault SaaS Services, EVault Archive, EVault Endpoint Protection, EVault Long-term Retentions, EVault Storage Cloud Data Protection Service for NetApp)

2.1 Provision of Service. Commencing on the Service Effective Date, Seller will provide to Customer that level and type of Subscription Service purchased by Customer, including Support Services, as set forth in the applicable Order Form. For all levels of the Subscription Services, EVault shall provide online access to Customer Data for restoration and recovery purposes; however, EVault reserves the right to physically ship to Customer the backup data on a mobile device within twenty-four (24) business hours.

2.2 Software License. As a part of the provision of the Subscription Services, End-User Client Software must be installed on Customer’s systems by Seller and Customer must access other Licensed Software running on EVault’s Systems via the Internet. Subject to the terms and conditions of this Agreement, EVault grants to Customer, for use solely by Customer and its Users, a limited, non-exclusive and non-transferable right and license to (a) install and use the End-User Client Software solely in connection with the provision of the Subscription Services; and (b) access and use the Licensed Software via the Internet solely for Customer’s own internal business purposes. The End-User Client Software is licensed on a perpetual basis.

2.3 Customer Responsibilities.

(a) Backing Up Data and Agent Monitoring. Customer will perform regular backups using the Subscription Services to hardware that is located on the EVault System. Customer must monitor all backup activity by reviewing backup notifications and using EVault’s Web Central Control software or other tool. Customer shall report to Seller any errors in executing such backups promptly by web submission, e-mail or telephone.

(b) Associated Costs. Customer is responsible for all Internet, communication and other costs associated with the use of the Subscription Services. Customer is responsible for implementing reasonable security and environmental precautions to ensure a high level of system availability and data protection and recovery.

2.4 EVault SaaS Service, EVault Archive, EVault Long-term Retentions Tiered Capacity Pricing. Customer’s license to use the EVault Subscription Service is limited to the capacity purchased. Capacity will be measured using the natural footprint, unless otherwise indicated on the applicable Order Form.

(a) Results of Non-compliance. Should Customer become out of compliance, i.e. stores more data than the capacity purchased, Customer will have the option to delete excess data so that data stored is within the purchased tier structure. If Customer does not delete excess data, Customer will be moved by Seller to the service capacity tier that includes actual usage and invoiced accordingly.

(b) Additional Capacity. Customer will pay the then current rate for any additional service capacity.

2.5 EVault Storage Cloud Data Protection Service for NetApp.

(a) Required Licensed Software. During the term of the EVault Storage Cloud Data Protection Service for NetApp, Customer must license and use the primary NetApp SnapVault software in its local environment and purchase support services for such licensed software. Customer shall install all maintenance releases for the NetApp licensed software in a timely manner. The NetApp licensed software and support services are to be arranged through NetApp and are subject to a separate fee from NetApp.

(b) Customer Obligations. Customer is required to maintain login credentials on the EVault-hosted virtual filer. Customer is responsible for setup of the network connections (e.g. IPsec) at the location of the local NetApp device required to support replication activities and for maintaining sufficient available bandwidth as needed to allow ongoing replication of Customer Data. Customer must seed its data to the secondary NetApp device in the EVault cloud either over the wire or, if EVault determines that Customer does not have sufficient bandwidth to complete the seeding within an acceptable amount of time, via a Transfer Appliance. If a Transfer Appliance is required, Customer shall pay that fee for such service as set forth in the applicable Order Form.

(c) EVault Responsibilities. EVault is responsible for managing the Data Protection Service, including configuration of the EVault System in accordance with EVault’s best practices, maintaining the hardware, operating system, and secondary NetApp software license.

3 EVAULT CLOUD DISASTER RECOVERY (CDR) SERVICE

3.1 CDR Services. Subject to the terms and conditions of this Agreement, commencing on the Service Effective Date, EVault shall provide to Customer the CDR Services for the Covered Equipment at the Covered Site only, as set forth in the applicable DR Schedule. Depending upon the level of CDR Services purchased by Customer, as designated in the applicable Order Form, in the event Customer declares a Disaster, EVault will provide an installed, fully operational computer system and networking capability, equal to or better than the site configuration set forth in the applicable DR Schedule (the “DR Site”), upon which EVault can restore Customer’s data. The monthly fees for the CDR Services are set forth in the applicable Order Form. In addition, in the event of a Disaster, a Disaster declaration fee and a daily usage fee will apply. For the avoidance of doubt, a declaration fee is a onetime charge that applies each time a Customer declares a Disaster and daily usage fees are fees to cover the use of the DR Site after a declaration is made. Disaster declaration fees will be $500 USD for each x86 server or virtual machine and $1500 USD for each IBM server, unless otherwise specified in the Order Form. After a declaration is made, Seller will charge a daily usage fee for use of the DR Site. The first thirty (30) days are included as part of the declaration fee. Beginning on the thirty-first (31st) day Seller will charge Customer 35% of CDR Services monthly subscription fee as set forth in the Order Form. Beginning on the sixty-first (61st) day of declaration the daily usage fee increases to 45% of the CDR Services monthly subscription fee as set forth in the Order From. Daily usage fees are charged on a per day basis for use of DR Site. If the CDR 4-hour services are purchased, then the Customer has the option of completing a self-service Disaster declaration. Included in the CDR 4-hour service is an allocation of 200 hours per Covered Equipment device per quarter of use of the DR Site for self testing, planned Customer site maintenance or use in the event of a Disaster declaration. If the CDR 4-hour Customer chooses a self-service Disaster declaration, then the Customer must notify EVault before the predefined allocation of hours (200 per quarter) are used up or overage fees of $5 per hour per Covered Equipment device will be applied. If the Customer notifies EVault of an actual Disaster declaration before the allocation of hours has been used up, then the standard daily usage fees outlined above will apply, and the allotment of hours will be reset for the quarter. The Customer is limited to one self-service Disaster declaration per calendar year.

3.2 CDR Setup. During CDR setup, Customer is required to provide EVault with all information required to complete the DR Schedule, and to electronically sign/agree to (via email) the DR Schedule. EVault will compare the information in the DR Schedule to the Order Form and if there is a difference in resources required of more than 15%, then a new Order must be placed to make up the difference in resources or Customer must reduce the resources required in the DR Site.  EVault will notify Customer via email when the CDR setup process has been completed in accordance with the DR Schedule, and the CDR Services will thereafter be deemed to be operational.

3.3 Customer Responsibilities.

(a) Level of Services and Customer Software. Customer is responsible for determining whether the service level selected by Customer and specified in the applicable Order Form is sufficient to meet Customer’s requirements for continuing its information processing activities in the event a Disaster is declared. During the term of the CDR Services, Customer shall at all times maintain its Licensed Software, system software and operating systems at a release level for which EVault or the manufacturer, as applicable, provides support. If the CDR Services are used in an IBM i environment, Customer must provide to EVault a SAVSYS tape or SAVSYS optical media prior to commencement of the service and each time the operating system on the Covered Equipment is upgraded. If an IPsec tunnel is required then the Customer is responsible for creating and monitoring the traffic on the tunnel. EVault is only providing the end target for the IPsec tunnel. The Customer is also responsible for providing the Customer site edge device to initiate the IPsec tunnel and such hardware must be supported by Cisco for IPsec Tunneling. In relation to the CDR 4-hour services, the Customer is responsible for providing support and maintenance for any Windows and application licenses cloned in the DR site. The CDR 4-hour Customer is responsible for patching and installing current updates on both the Customer site and DR Site for CDR 4-hour services. In relation to the CDR 4-hour services, the Customer is required to create a DR domain controller in the DR Site.  EVault will provide the virtual machine and Windows 2008 license for the domain controller as specified in the Order form. The Customer is responsible for maintaining and monitoring the status and health of the DR domain controller. Customer is responsible for ensuring that it has the proper licenses to allow replication of its systems and software to and from the DR Site.

(b) Testing. Customer shall conduct disaster recovery testing under the supervision of EVault as soon as practicable following the Service Effective Date of the CDR Services. As a part of such testing, Customer shall identify its disaster recovery leads. Testing should be completed using Customer’s actual servers, server application sets and server count, as defined in the DR Schedule. EVault shall provide Customer with access to a DR Site in order to conduct testing, subject to that number of tests permitted under the level of CDR Services purchased by Customer, as set forth in the applicable Order Form. If Customer requires additional testing, a DR Site will be available to Customer for a fee, as set forth in Seller’s then current price list. Customer must schedule tests at least sixty (60) days in advance. Priority for use of the DR Site is given to customers that have a declared Disaster. Accordingly, all tests are subject to cancellation by EVault and in the event of a cancellation, will be rescheduled as soon as possible. During each disaster recovery test, EVault support staff shall provide reasonable supplies and support to Customer, as needed. If the CDR 4-hour services are purchased then the Customer has the option to complete a self-test on demand. Each CDR 4-hour Customer will be given an allotment of 200 hours of use of the DR Site per Covered Equipment device per quarter and if Customer goes over the allocation, a fee of $5 per hour per device will be assessed.

(c) Declaration of a Disaster. Customer shall designate one or more individuals who have the authority to declare a Disaster on behalf of Customer and provide to EVault a list of such individuals. Customer understands and agrees that a Disaster may be declared only by one of these individuals. In the event a Disaster occurs, Customer must notify EVault that it is declaring a Disaster in accordance with that disaster recovery declaration process provided by EVault.

(d) During a Disaster. During a disaster recovery using the CDR Services, Customer shall provide any equipment, software, workspace, supplies, personnel and/or telecommunications services needed, that are not included in the DR Schedule. For the avoidance of doubt, Customer must provide its own equipment, such as laptops, in order to access and use the DR Site. Customer also must re-route all external IP addresses and aliases to the IP addresses provided by EVault. Further, Customer must provide, during a Disaster or disaster recovery test, the appropriate skills and knowledge required to recover, support and maintain the business applications being recovered on the DR Site. Following a Disaster, Customer is responsible for installing its applications on its own equipment.

(e) Encryption Keys. If Customer declares a Disaster, Customer must provide to EVault its encryption keys in order for EVault to be able to restore the data to the DR Site. Such encryption keys are deemed to be Confidential Information, and EVault will hold such keys and all data protected by such keys in accordance with EVault’s confidentiality obligations set forth in the Master Agreement.

(f) Changes to DR Site. Customer must notify EVault in writing of any changes to the DR Site compared to the DR Schedule. Customer must complete a new DR Schedule and go thru the CDR setup process for any changes to the DR Site prior to a disaster recovery test or Disaster declaration. No disaster recovery test can be completed and no restoration in the event of a declaration of a Disaster can be performed, if there are changes to the DR Site that have not been documented as outlined above.

3.4 CDR Service SLA Guarantee. If the Customer has been properly on boarded according to EVault’s best practices, the SLA guarantee described herein will apply to such Customer. If during any disaster recovery test, EVault is unable to meet the SLA as set forth in the applicable Order Form, EVault reserves the right to troubleshoot and re-conduct the disaster recovery test. If after reasonable efforts, EVault is unable to meet the SLA as set forth in the applicable Order Form, Customer may terminate the CDR Services, without payment of the Termination Fee, by providing Seller written notice of its intention to terminate the CDR Services within fifteen (15) days of the failed disaster recovery test. If after the declaration of a Disaster, EVault is unable to meet the SLA as set forth in the applicable Order Form, Customer may terminate the CDR Services, without payment of the Termination Fee, by providing Seller written notice of its intention to terminate the CDR services within fifteen (15) days of the failed recovery. In the event of a failed declared Disaster recovery, in addition to the option to terminate the CDR Services, Customer is eligible for a service credit equal to 3 months of the CDR Subscription fees. This SLA guarantee is only applicable to EVault managed disaster recovery tests and Disaster declarations and does not apply to any self-service Disaster declarations, tests or failovers for the CDR 4-hour service. Any SLA guarantee applies only to the time period to bring the DR Site into operation on EVault’s system, it does not apply to restoration of Customer’s systems on Customer’s site. This section states the Customer’s sole and exclusive remedy and EVault’s sole and exclusive liability for any failure of EVault to achieve the SLA as set forth in the applicable Order Form and any CDR Services SLA guarantee.

3.5 EVault Cloud Backup & Disaster Recovery Tiered Capacity Pricing. Customer’s license to use the EVault Cloud Backup & Disaster Recovery Service is limited to the capacity purchased. Capacity will be measured using the natural footprint.

(a) Results of Non-compliance. Should Customer become out of compliance, i.e. stores more data than the capacity purchased, Customer will have the option to delete excess data so that data stored is within the purchased tier structure. If Customer does not delete excess data, Customer will be moved by Seller to the service capacity tier that includes actual usage and invoiced accordingly.

(b) Additional Capacity. Customer will pay the then current rate for any additional service capacity.

4. APPLIANCES AND HARDWARE

4.1 Appliance Hardware Purchase and Appliance Software License. Subject to the terms and conditions of this Agreement, upon acceptance by Seller of an Order Form, Customer hereby purchases the Appliance Hardware from Seller. The Appliance Hardware will be pre-configured by EVault to include the Appliance Software. Subject to the terms and conditions of this Agreement, EVault grants to Customer a non exclusive, non transferable license to use the Appliance Software only on the Appliance Hardware on which it was originally installed solely for Customer’s internal business purposes and in accordance with the Documentation and the limitations set forth in the applicable Order Form. The Appliance Software is licensed on a perpetual basis. Customer may make up to two (2) copies of the Appliance Software solely for backup or archival purposes except where a recovery image of the Appliance Software is included on the Appliance. EVault Appliances are licensed for a single copy of the EVault Director Software to be used only on that specific Appliance. The license key for the Appliance Software is to be used only for activation of a single Appliance and may not be used to activate EVault Director Software on any other hardware system. Except as expressly authorized by EVault in writing, only EVault’s Enterprise Backup with Replication Software can be purchased or used in combination with EVault’s Plug-n-Protect Appliances within the same Customer. Capacity Based Software Products and A La Carte Software Products may not be purchased or used within the same Customer, regardless of location. EVault Applications Bundles Software, EVault Software Agents, EVault System Restore (ESR) Software, EVault Replication Software and EVault Satellite Software can be used throughout a Customer’s location regardless of whether the Customer is using Capacity or A La Carte versions of the Software.

Hardware Purchase. Subject to the terms and conditions of this Agreement, upon acceptance by Seller of an Order Form, Customer hereby purchases the Hardware from Seller.

4.3 Premium Data Transfer Services.

(a) Lease Option. Notwithstanding Section 4.1 above, Customer may lease a Transfer Appliance from Seller, as set forth in the applicable Order Form. In such case, Seller grants to Customer a nonexclusive, nontransferable license to use the Transfer Appliance for that purpose set forth in the applicable Order Form, and Customer shall use the Appliance Hardware exclusively with the Appliance Software. In such case, the Appliance Hardware may be new or refurbished equipment.

(b) Shipping. If Customer is using the Premium Data Transfer Services to seed its data files on EVault’s vaults, EVault will deliver the Transfer Appliance to Customer, which will copy such data onto the Transfer Appliance and return the Transfer Appliance to EVault. If Customer is using the Premium Data Transfer Services to restore lost data, EVault will copy Customer’s data from its vaults onto the Transfer Appliance and send the Transfer Appliance to Customer. EVault will provide such data to Customer in the state that Customer stores such data on the EVault vaults, e.g., backed up data that has been encrypted by Customer will be delivered to Customer by EVault in encrypted format. Customer shall comply with all instructions from EVault regarding shipping of the Transfer Appliance and copying of Customer data to or from the Appliance Hardware. Customer shall encrypt all data that it copies onto the Transfer Appliance. If Customer is leasing the Transfer Appliance, Customer shall return the Transfer Appliance to EVault promptly following completion of the data restoration. If Customer fails to return the Transfer Appliance to EVault within two (2) weeks following the completion of the data restoration, Customer agrees to pay EVault four-thousand five-hundred EURO (€4500) upon receipt of invoice and may retain the Appliance Hardware; provided, however, that Customer has no right to continue to use the Appliance Software.

4.4 EVault Express Recovery Appliance (ERA).

ERA Capacity. Customer is responsible for maintaining adequate storage capacity on its ERA to accommodate its backups and retentions. If Customer’s data storage exceeds the capacity of the ERA, Customer must upgrade its ERA by purchasing additional storage capacity or replacing the ERA.

(b) EVault SaaS Subscription. With respect to each EVault Express Recovery Appliance, Customer must subscribe to the EVault SaaS Services, to which a separate fee applies. Customer will use the End-User Client Software licensed under the Subscription Service and the Appliance Software to backup its data to the Appliance Hardware. The data backed up to the Appliance Hardware will then be replicated by EVault and stored using the EVault SaaS Services purchased separately by Customer. The vault size, vault specifications and retentions purchased by Customer as a part of the EVault Express Recovery Appliance are set forth in the applicable Order Form.

(c) Customer Obligations. Customer must seed its data on EVault’s Systems either over the wire or, if EVault determines that Customer does not have sufficient bandwidth to complete the seeding within an acceptable amount of time, via a Transfer Appliance. If a Transfer Appliance is required, Customer shall pay that fee for such service as set forth in the applicable Order Form. Customer understands and agrees that it must keep the Appliance Hardware plugged in, powered on and connected to the Internet at all times during the term of the EVault Express Recovery Appliance in order to receive Maintenance Releases and New Versions of the Appliance Software, as applicable, and implement reasonable security and environmental precautions for use of the EVault Express Recovery Appliance. Additionally, Customer must open up their firewall to allow access to the following IP addresses and ports to enable EVault to support key monitoring and management functions (e.g. data replication status, appliance health monitoring, disk space level monitoring on the appliance, EVault Director software upgrades and patches and performance monitoring):

IP Address Port
199.231.96.45 5721 (inbound and outbound)
199.87.219.27 9997 (outbound)
199.87.219.28 9997 (outbound)
199.87.219.29 9997 (outbound)
199.87.219.30 9997 (outbound)
205.141.238.80 8089 (outbound)

Such ports and IP addresses must remain open and accessible to EVault during the entire term of the EVault SaaS Services associated with the ERA. If Customer fails to provide EVault the access necessary to manage and monitor the ERA, EVault will be unable to support the ERA offering and will have no liability for any failure to provide said services. Additionally, Customer acknowledges its obligation to and will grant access to EVault for the use of certain management, control and monitoring tools within Customer’s premise for the express purpose of support, management, upgrades, troubleshooting and maintenance of ERA appliances. In certain circumstances, Customer acknowledges that certain firewall ports must be opened to allow EVault the ability to perform its duties outlined above. Failure to allow EVault online access to the ERA appliance devices will be a violation of these Product Terms. Customer is responsible for all communication and other costs associated with the use of the EVault Express Recovery Appliance.

4.5 EVault Software for Microsoft System Center Data Protection Manager Appliance.

(a) Additional License Terms. The Microsoft software included in the Appliance Software is subject to those additional terms located at www.EVault.com. By signing the Order Form purchasing an EDPM Appliance, Customer acknowledges that it has read such additional terms and agrees to comply with such terms. If there is an inconsistency between the terms set forth in these Product Terms and such additional terms, the additional terms shall govern.

(b) Agent and Plug-In Software. Agent Software and/or Plug-In Software has been pre-installed on the EDPM Appliance. Licenses to use such software must be purchased by Customer in order to activate such software. If Customer has purchased licenses to use Agent Software for Microsoft System Center Data Protection Manager from Microsoft Corporation, Customer may transfer such license(s) to the EDPM Appliance. In such case, Customer warrants and represents to EVault that such licenses are not otherwise in use and Customer is in compliance with all terms and conditions applicable to such software licenses.

(c) Updates and Recovery Image. All updates, including Maintenance Releases and New Versions, and recovery images for the Appliance Software are subject to the terms and conditions applicable to Licensed Software and Appliance Software and shall only be used on the applicable EDPM Appliance.

(d) Customer Obligations. Customer understands and agrees that it must keep the Appliance Hardware plugged in, powered on and connected to the Internet at all times during the Support Services term of the EDPM Appliance in order to receive Maintenance Releases and New Versions of the Appliance Software, as applicable, and agrees that it must implement reasonable security and environmental precautions for the use of the EDPM Appliance. Customer shall not (i) install or use on the EDPM Appliance any Additional Software that provides functions in addition to the Appliance Software unless such Additional Software is provided by EVault; and (ii) use any Additional Software to access or use Desktop Functions other than through, in support of and operating as a part of the EVault Software for Microsoft System Center Data Protection Manager. The EDPM Appliance shall not be used in connection with any High Risk Use.

5. HOSTING SERVICES AND SOFTWARE MANAGED SERVICES.

5.1 EVault Managed Services for Software Customers. Commencing on the Service Effective Date, Seller will provide to Customer the EVault Managed Service for Software Customers purchased by Customer with respect to vaults owned by Customer and located on either EVault’s premises or Customer’s premises, as set forth in the applicable Order Form. Customer must obtain the necessary Hardware and Licensed Software licenses. Customer must maintain support and maintenance with respect to the Licensed Software for so long as Customer is purchasing the EVault Managed Service for Software Customers. If the Hardware is located on EVault’s premises, Seller will provide the required Hardware for a Fee. If the Hardware is located on Customer’s premises, Customer must provide Hardware that complies with the hardware specifications required by EVault. Further, Customer must provide EVault with all access to Customer’s systems and sites necessary to provide the EVault Managed Service for Software Customers. Customer also shall establish, maintain and upgrade the configuration of the hardware system and related resources (including size of memory, disk capacity, operating system and other parameters) so that they are consistent with specifications published from time to time by EVault.

5.2 Hosting Services for the EVault Plug-n-Protect Appliance. Commencing on the Service Effective Date, Seller will provide to Customer the Hosting Services purchased by Customer with respect to those EVault Plug-n-Protect appliances owned by Customer and located on EVault’s premises, as set forth in the applicable Order Form. Customer must maintain Support Services with respect to each EVault Plug-n-Protect appliance for so long as Customer is purchasing the Hosting Services. Customer also shall establish the configuration of the hardware system and related resources (including size of memory, disk capacity and other parameters) that are consistent with specifications published from time to time by EVault.

6. PROFESSIONAL SERVICES

6.1 Statements of Work. Customer and Seller shall enter into a Statement of Work that describes the Professional Services to be performed by Seller. If there is a conflict between these Product Terms and a Statement of Work, the relevant provisions of these Product Terms will control unless the Statement of Work expressly states otherwise. Following signing of a Statement of Work, Customer may request changes to the scope of the Professional Services by sending to Seller a Change Request. Seller will review the Change Request and notify Customer in writing of any financial or schedule change required to implement the Change Request. The Change Request will not be binding unless agreed to in writing by both parties.

6.2 Performance of Services. Seller may perform the Professional Services at Seller’s or Customer’s place of business, at Seller’s option. Seller will have sole discretion to determine the personnel assigned to perform the Professional Services.

6.3 Access. Customer shall provide Seller personnel with the necessary access to hardware and other systems as needed to perform the Professional Services. Customer warrants that it owns all right, title and interest in and to, or has full and sufficient right and authority to use in the manner contemplated by these Product Terms and any Statement of Work, any hardware, software, programming, materials or data furnished or made available by Customer to Seller in connection with Seller’s performance of Professional Services.

6.4 Intellectual Property Rights. EVault does and will at all times own all Intellectual Property Rights related to the Professional Services performed by EVault, the Deliverables and all documentation related to the foregoing, provided that upon full payment to EVault for all amounts due from Customer hereunder, Customer will have a perpetual, nonexclusive and nontransferable license to use such Deliverables for its own internal use for the business activities generally carried out by Customer. All computer software and other materials owned by EVault and used by EVault in conjunction with the Professional Services or incorporated into the Deliverables will belong exclusively to EVault, whether or not they were specifically adapted by EVault for use by Customer. Any concepts, ideas, know how or techniques developed during the course of any Statement of Work by EVault, or jointly by EVault and Customer, will be the exclusive property of EVault.

7 EVAULT ENDPOINT PROTECTION SERVICE

7.1 Monitoring of usage. EVault Endpoint Protection (EEP) service allows the customer to self-control such aspects of the service as addition and removal of devices that are protected by the service, level of service used for each device protected by the service and amount of data protected by the service. Seller will provide the Customer with usage information as part of the service and billing for the service will be based on those metrics; it is the sole responsibility of the Customer to monitor the usage levels regularly. The unlimited storage plan permits a typical end user to backup an unlimited amount of data stored on the internal drive of the protected device for a maximum retention period of ninety (90) days. It does not include backup of data from servers, externally connected drives, network drives or NAS devices. Customers with atypical audio, video and/or image file backup requirements may be required to purchase an additional storage option. EVault reserves the right to restrict data transfer bandwidth, disable or terminate a Customer account and/or remove Customer data from EVault’s Systems, with or without prior notice to Customer, if Customer’s backup requirements unreasonably exceed those of a typical end user, and Customer elects not to purchase an additional storage option.

7.2 Encryption keys. Data protected with EVault Endpoint Protection service is encrypted at all times. It is the sole responsibility of the Customer to control access, store in escrow and secure its encryption keys. Loss of the keys will equate to loss of data and loss of control to the keys (to third party) will equate to data breach.

7.3 Location of Data. Data protected with EVault Endpoint Protection services may be stored at EVault System facilities located within or outside of the United States.