30 Day Money Back Guarantee
Bacula4Hosts offers a 30 day money back guarantee for our services. After the initial 30 days, our services are delivered on a monthly contract with 1 months notice required to terminate services and subscriptions. All services and subscriptions are charged in United States Dollars (USD). Bacula4Hosts is a Canadian corporation, registered in Ontario, Canada.
THIS SOFTWARE LICENSE AND SERVICES AGREEMENT
hereto (collectively, the "Agreement") is entered into by and between Bacula4Hosts., an Ontario, Canada corporation ("Bacula4Hosts"), and ("COMPANY"), as of (the "Effective Date"). In consideration of the mutual covenants and conditions contained herein, the parties agree as follows:
1. DEFINITIONS. The following definitions apply throughout this Agreement:
1.1 "Documentation" means Bacula4Hosts's published user manuals relating to the Software as of the Effective Date or as it relates to any Modification or Major Release as of the date of delivery of each Modification or Major Release,
as applicable.
1.2 "Error" means any failure of the Software to operate in conformance with the Documentation in any material respect.
1.3 "Maintenance" shall means the services provided by Bacula4Hosts to the Company.
1.4 "Modification" means any revisions, enhancements, bug fixes, patches, error resolutions and all other changes to the Software required to insure that the Software operates in conformance with the Documentation and Specifications.
1.5 "Order" means the online purchase and subscription by the company to purchase and utilize licenses of the Software or to purchase Maintenance under this Agreement.
1.6 "Production" means Company's use of the Software or Company's customers (or potential customers) through associated services.
1.8 "Software" means the all software modules provided by Bacula4Hosts and any Major Releases, Modifications, interim releases, bug fixes and patches applicable to such software modules.
1.9 "Source Code" means the Software fully documented in its source code (i.e., human readable) form; (ii) a compiler, similar computer program or any other software which is necessary to convert the source code form into the object code form of the Software; and (iii) runtime software necessary to execute the source code form of the Software, including but not limited to interpreters and templates. Also for the purposes of this Agreement, "Commentary" shall include explanations, flow charts, schematics, algorithms, subroutine descriptions, class and object descriptions, memory and overlay maps, statements of principles of operations, architecture standards, data flow descriptions, class, base-class and sub-class descriptions, data structures and control logic of the software and any other documentation of the source code form of the Software, all in sufficient detail to enable a trained programmer through study of such materials to maintain and/or modify the software without undue experimentation.
2. LICENSE GRANT. Subject to the terms and conditions of this Agreement, Bacula4Hosts hereby grants to Company (and its successors and assigns as permitted herein) a perpetual, non-sublicensable, non-exclusive, non-transferable (except as otherwise expressly set forth herein), royalty-free, worldwide, enterprise-wide right and license, and to make as many backup (non-use other than for disaster testing and recovery purposes) copies as may be necessary, provided that Company shall keep a record of each such backup copy and the location of its storage, and shall provide any and all such records to Bacula4Hosts upon request. Company must reproduce and include any and all copyright, proprietary and any other notices that appear on the original Software and any media therefor on any copies made by Company.
3. RESTRICTIONS ON USE.
3.1 Proprietary Rights. Company acknowledges that the Software, its structure, organization and Source Code, and the Documentation are the property and constitute valuable trade secrets of Bacula4Hosts and its suppliers. Company agrees not to, for all Bacula4Hosts and Bacula Systems provided components and modules: (a) decompile or disassemble the Software, separate the Software into its component parts, or in any way attempt to reconstruct or discover any source code or algorithms of the Software by any means whatsoever; (b) remove any product identification, trademark, copyright, confidentiality, proprietary or other notice contained on or within the Software; (c) modify or create any derivative works from the Software or any part thereof, except to the extent that the Software provides for user-modifiable components (d) except as otherwise permitted herein, sell, sublicense, lease, rent, loan, assign, convey or otherwise transfer the Software or any component thereof; (e) otherwise copy or use the Software for any purpose or in any manner not expressly permitted in this Agreement; or (f) knowingly permit or encourage any third party to do any of the foregoing. All assistance requested by Company for integration with existing or proposed Company systems or software shall be provided by Bacula4Hosts in accordance with Section 7. All rights in and to the Software and Documentation not expressly granted to Company in this Agreement are reserved by Bacula4Hosts and its suppliers.
3.2 Restrictions. Company shall use the Software only on the operating system specified by Bacula4Hosts as supported, however, that a breach of this sentence by Company shall not be considered a material breach.
3.3 Open Source. The Open Source components of the software are freely available to the Company. The Company retains ownership of all data stored and/or backed up using the Bacula4Hosts Software. ,Upon termination of the services contract and software licensing with Bacula4Hosts, the Company may install the Open Source versions of Bacula and continue to use the data backed up on the Company Infrastructure. Upon termination, all Bacula4Hosts and Bacula Systems Software cannot be used and must be un-installed.
4. ORDERING AND DELIVERY. An Order will be binding on both parties the online ordering process is completed and the order is approved. Each Order shall includes the following: (a) the Software licensed or to which Support and Maintenance shall apply, and (b) the applicable fees. No additional or different terms in any purchase order or similar document shall modify the terms of this Agreement. For purposes of this Agreement, initial delivery of the Software and Documentation will be deemed to have occurred upon Bacula4Hosts providing Company with a password to access a web page, portal or has completed installation of the software at the Company facility.
5. LICENSE FEES AND PAYMENT. Company shall pay to Bacula4Hosts the license fees for the Software set forth during the order process. All fees hereunder exclude all applicable sales, use, value-added, property and other taxes, including duties and similar mandatory payments, and Company will be responsible for payment of all applicable sales such taxes, and any related penalties and interest, arising from the payment of such fees, the delivery or license of the Software, or the provision of any services to Company. All amounts under this Agreement are in U.S. dollars and payment must be made in such. Company will make all payments of amounts due under this Agreement to Bacula4Hosts free and clear of, and without reduction for, any withholding taxes. Bacula4Hosts reserves the right to charge interest on any overdue amounts at a rate of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less, from the due date until paid plus reasonable costs incurred in collection (including reasonable attorneys' fees).
6. SOURCE CODE OWNERSHIP
6.1 .Derivative Works. Any and all derivative works to the Software which are created pursuant to this Agreement shall be owned by Bacula4Hosts, but Company shall have the same rights and licenses to such derivative works as Company has to the Software.
7. MAINTENANCE.
7.1 Maintenance Terms. Maintenance provided by Bacula4Hosts shall be pursuant to Bacula4Hosts's standard maintenance terms
7.2 Maintenance Fees and Payment. Maintenance and support fees are included in the license subscription and will continue perpetually until termination of the software subscription occurs.
8. TERM AND TERMINATION.
8.1 Term. This Agreement shall remain in effect unless and until terminated as provided herein.
8.2 Termination. Company may terminate this Agreement at any time for any reason following thirty (30) days notice to Bacula4Hosts. Either party may terminate this Agreement for any reason with 30 days written notice.
8.3 Effects of Termination. Upon termination of this Agreement for any reason, any amounts owed under this Agreement will be immediately due and payable all rights and licenses granted under this Agreement will immediately cease to exist, and Company must promptly discontinue all use of the Software and Documentation. Upon termination Company shall erase all copies of the Software and Documentation from Company's computers, return to Bacula4Hosts or destroy all copies of the Software and Documentation on tangible media in Company's possession or control and certify in writing to Bacula4Hosts that it has fully complied with these requirements.
DISCLAIMER
THIS WEBSITE AND ALL CONTENT, MATERIALS, INFORMATION, SOFTWARE, PRODUCTS AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOUR USE OF THIS WEBSITE IS AT YOUR OWN RISK. Bacula4Hosts MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, AS TO THE FUNCTIONALITY OR USEFULNESS OF THIS WEBSITE OR ANY CONTENT. Bacula4Hosts DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Bacula4Hosts DISCLAIMS LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES, OR LOST PROFITS, THAT MAY RESULT, DIRECTLY OR INDIRECTLY, FROM YOUR USE OF THIS WEBSITE OR ANY CONTENT, INCLUDING WITHOUT LIMITATION ANY DAMAGE TO COMPUTER SYSTEMS, HARDWARE OR SOFTWARE, LOSS OF DATA, OR ANY OTHER PERFORMANCE FAILURES, OR ANY ERRORS, BUGS, VIRUSES OR OTHER DEFECTS THAT RESULT FROM OR ARE ASSOCIATED WITH USE OF THIS WEBSITE OR ANY CONTENT. Bacula4Hosts MAKES NO WARRANTY THAT, (I) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (II) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (III) THE QUALITY OF ANY PRODUCTS, SERVICES, CONTENT, INFORMATION, OR OTHER MATERIALS PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, (IV) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED, OR THAT THIS WEBSITE, ITS CONTENT, AND THE SERVER ON WHICH THE WEBSITE AND CONTENT ARE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY MATERIAL (INCLUDING CONTENT) DOWNLOADED OR OBTAINED THROUGH THE USE OF THIS WEBSITE IS DONE AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL. INFORMATION CREATED BY THIRD PARTIES THAT YOU MAY ACCESS ON THIS WEBSITE OR THROUGH LINKS IS NOT ADOPTED OR ENDORSED BY Bacula4Hosts AND REMAINS THE RESPONSIBILITY OF THE THIRD PARTY. Bacula4Hosts MAKES NO WARRANTY THAT, (I) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (II) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIALS PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, (IV) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED, OR THAT THIS WEBSITE, ITS CONTENT, AND THE SERVER ON WHICH THE WEBSITE AND CONTENT ARE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE USE OF THIS WEBSITE IS DONE AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL. INFORMATION CREATED BY THIRD PARTIES THAT YOU MAY ACCESS ON THIS WEBSITE OR THROUGH LINKS IS NOT ADOPTED OR ENDORSED BY Bacula4Hosts AND REMAINS THE RESPONSIBILITY OF THE THIRD PARTY.
LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, Bacula4Hosts IS NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL,CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE, EVEN IF Bacula4Hosts HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION DAMAGES DUE TO (a) THE USE OF OR THE INABILITY TO USE THE WEBSITE; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE WEBSITE; (c) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE, INCLUDING WITHOUT LIMITATION UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, MALICIOUS OR CRIMINAL BEHAVIOR, OR FALSE OR FRAUDULENT TRANSACTIONS, OR (d) CONTENT OR INFORMATION YOU MAY DOWNLOAD, USE, MODIFY OR DISTRIBUTE. TO THE EXTENT ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PORTIONS OF THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY.
JURISDICTION
This agreement and all claims relating to the relationship between the parties are governed by the Provincial laws and the laws of the Province of Ontario, Canada. without regard to choice of law provisions.
If one or more of the provisions contained in this Agreement is held invalid, illegal or unenforceable in any respect by any court of competent jurisdiction, such holding will not impair the validity, legality, or enforceability of the remaining provisions.
If one or more of the provisions contained in this Agreement is held invalid, illegal or unenforceable in any respect by any court of competent jurisdiction, such holding will not impair the validity, legality, or enforceability of the remaining provisions.
