Software License and System Administration Agreement for the eSilo Backup System
Paradox Capital Ventures LLC, dba eSilo (“eSilo”, “Vendor”) develops, resells and supports data storage solutions for business clients. The purchasing party (“Customer”) desires to utilize Vendor’s Backup System (“SERVER+CLOUD”, “Server”, “SiloPod”, “SiloServ”, “eSilo Backup System”), proprietary or 3rd party Backup Server Application software (“Licensed Software”) and administration support for it.
Section 1 LICENSE AGREEMENT
1.01 Vendor agrees to provide Customer with the Licensed Software and administration support for it as described in Section 2 of this Agreement. The initial term of this agreement is 36 months. THIS AGREEMENT IS SUBJECT TO ESILO’S GENERAL TERMS AND CONDITIONS, INCLUDING VENDOR’S LIMITED WARRANTY.
Section 2 DESCRIPTION OF SYSTEM COMPONENTS
2.01 The eSilo Backup System consists of one dedicated backup appliance (“Main”) and one redundant off-site data copy (“Mirror”) at eSilo’s data center. Both the Main and Mirror systems are to be provided by the Vendor. Vendor shall provide the Licensed Software and administration and support as described in paragraph 2.03.
2.02 The Licensed Software consists of one or more of the following software programs: eSilo Backup Server Application, Veeam Management Agent, Veeam Availability Console, Veeam Backup and Replication, Veeam Agent for Windows, Veeam Agent for Linux, Veeam Agent for AWS, Veeam Agent for Azure, Veeam Backup for Office 365, Veeam ONE, and other software that may be added in the future.
2.03 System Administration consists of Licensed Software Administration. Vendor shall provide security patches and upgrades for the eSilo Backup System and other software support that is required to keep the backup software running smoothly.
Section 3 RESTRICTIONS AND LIMITATIONS ON USAGE
3.01 Customer’s license of the Licensed Software is non-exclusive and non-transferable and extends only to Customer’s own use of the Licensed Software on the System at the Installation Site. Customer may not assign or transfer this License or Customer’s other rights under this Agreement, whether by operation of law or otherwise, except with Vendor’s prior written consent.
3.02 Customer may not move the System to another location, except with Vendor’s prior written consent. This Agreement authorizes Customer to use the Licensed Software only on the eSilo Backup System appliance located at the Installation Site. THE LICENSED SOFTWARE CONSTITUTES HIGHLY SENSITIVE AND PROPRIETARY TRADE SECRETS AND CONFIDENTIAL INFORMATION OF VENDOR AND THIRD PARTIES. CUSTOMER MUST STRICTLY OBSERVE ALL RESTRICTIONS IMPOSED BY VENDOR WITH RESPECT TO PROPRIETARY PROTECTION OF THE LICENSED SOFTWARE (eSilo General Terms & Conditions, Section 3C).
Section 4 FEES AND TERMS OF PAYMENT
4.01 Customer agrees to pay Vendor for use of the eSilo Backup System and Licensed Software according to the price quote provided.
4.02 If any payment due Vendor, pursuant to the terms of this contract, is not received by Vendor on or before the dates herein required for payment, such fees will accrue interest at a late payment rate charge of one and one half percent (1.5%) per month (but in no event in an amount in excess of the maximum rate allowed by applicable law) from the date on which it was due until the date on which it is paid in full with accrued interest.
Section 5 OWNERSHIP OF THE ESILO BACKUP SYSTEM
5.01 The eSilo Backup System installed at the Customer’s installation site shall remain the property of eSilo. Customer has the responsibility to return the eSilo Backup System to the Vendor upon termination of this Agreement. Vendor will be responsible for the return shipping charges. In the event Vendor does not receive the eSilo Backup System within 45 days of termination of this contract, Vendor shall be entitled to liquidated damages per eSilo Backup System if in the first year of $5,000, if within the second year $3,500 and after the second year $2,000.
Section 6 RENEWAL
6.01 This agreement shall automatically renew itself on its anniversary date. Customer may elect not to renew this Agreement by submitting written notice to the Vendor at least 30 days prior to the anniversary date.
Section 7 ACKNOWLEDGEMENTS
7.01 CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND ASSENTS TO IT. CUSTOMER AGREES THAT THIS AGREEMENT AND ACCOMPANYING PRICE QUOTE IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES AND THAT IT SUPERSEDES ALL PROPOSALS OR PRIOR AGREEMENTS, ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. THIS AGREEMENT SHALL BECOME EFFECTIVE WHEN ACCEPTED AND EXECUTED BY CUSTOMER AND APPROVED BY VENDOR.