TERMS

This Service Level Agreement (“SLA”) between Zoolz. (“Zoolz”) and you (“you”) sets forth the service level terms and conditions with respect to the cloud-based automated data backup services offered by Zoolz, currently via www.zoolz.com (the “Cloud Backup Services”).

 

Introduction

 

Zoolz is dedicated to making the Cloud Backup Services easy to access and to use and to providing you with the highest standards of service. This SLA formally sets forth Zoolz commitment to ensure 99.9% uptime of the Cloud Backup Services.

 

Availability

 

For as long as you are subscribed to the Cloud Backup Services in accordance with the Terms of Use, Zoolz will ensure that the Cloud Backup Services will be available and operational at an annual Uptime Percentage of at least 99.9%, as measured over any calendar month (the “Service Level Goal”). If Zoolz fails to meet the Uptime Percentage in any calendar month, and as long as you have met your obligations under the Terms of Use, you may notify Zoolz of such failure by sending an email to Zoolz at support@Zoolz.com, and Zoolz will provide you with a Service Credit. The Service Credit is your sole and exclusive remedy for a failure by Zoolz to meet the Service Level Goal.

 

SLA Exclusions

 

The SLA does not apply to any services that expressly exclude this SLA (as stated in the documentation for such services) or to Downtime resulting from:

 

Amazon Web Services outage or other causes beyond Zoolz reasonable control, including force majeure events; or

Your or any third party’s equipment, services, actions or lack thereof.

Zoolz scheduled maintenance and version upgrades.

 

Definitions

 

“Downtime” means the total number of minutes in a calendar month during which the Cloud Backup Services are unavailable or inoperable.

 

“Monthly Uptime Percentage” means the total number of minutes in a calendar month minus Downtime suffered in a calendar month, divided by the total number of minutes in a calendar month.

 

“Service Credit” means a credit calculated as the difference between the Service Level Goal and the Monthly Uptime Percentage, multiplied by the monthly fee payable by you to Zoolz for the applicable month in accordance with the Terms of Use.

General

 

This End User License Agreement, including the Privacy Policy, Terms of Service, and Frequently Asked Questions (FAQs), which are incorporated herein by this reference and which you can access by clicking on each of the hyperlinks above (collectively, the “Terms”), are a binding contract between you and Zoolz. (“Zoolz”). You may print the foregoing documents using the print function in your browser. You understand and agree that by installing, accessing, or using the software, products, services, applications and associated documentation and Enhancements (collectively, the “Zoolz Products”), you will be bound by these Terms. If you agree to these Terms on behalf of a business or organization, you represent and warrant that you have the authority to bind that business or organization to these Terms and your agreement to these Terms will be treated as the agreement of the business or organization. In that event, “you” and “your” will refer to and apply to the user of the Zoolz Products or that business or organization, as required by the context. If you do not agree with these Terms, Zoolz is not willing to license to you and you may not use the Zoolz Products.

 

Your License

 

Zoolz Products are licensed and not sold to you. During the term of your subscription, Zoolz grants to you a revocable, limited, non-transferable, non-exclusive license to use Zoolz Products, solely in connection with the backup of your data. Except for the limited license granted in these Terms, Zoolz and its licensors retain all right, title and interest in and to the Zoolz Products, all copies thereof, and all proprietary rights therein, including copyrights, patent, trademark and trade secret rights. You may not copy or distribute Zoolz Products, except to the extent that copying is necessary to use Zoolz Products for the purposes set forth herein. You may not reverse engineer, decompile, disassemble, modify, or create derivative works of Zoolz Products. You may not alter or modify any disabling mechanism which may be included in Zoolz Products. You may not assign, sublicense, rent, timeshare, loan, lease, or otherwise transfer Zoolz Products, or directly or indirectly permit any third party to copy Zoolz Products. You may not remove any proprietary notices (e.g., copyright and trademark notices) from Zoolz Products. You must reproduce the copyright and all other proprietary notices displayed on Zoolz Products and on each permitted backup or archival copy. All use of Zoolz Products shall be in accordance with these Terms and its then-current documentation. You shall be solely responsible for ensuring that your use of Zoolz Products is in compliance with all applicable foreign, federal, state and local laws, rules and regulations.

 

How It Works

 

Zoolz Products save a copy of each file that is automatically selected for backup and other files you designate for backup (your “Backed-up Data”) to a server operated by Amazon. Zoolz Products automatically scan for changes or additions to the Backed-up Data and then periodically re-save a copy or a part of a modified file or create a copy of a newly designated file. For a complete list of the files Zoolz is backing-up for you, please refer to the Zoolz web console. You can check whether Zoolz is backing-up specific files by going to Zoolz Timeline located in your Computer, Web console, or from your mobile. If you are unable to locate your file, Zoolz is not backing-up that file. Your Backed-up Data may not be available or restorable if: (i) Zoolz has not completed copying your selected files or changed files; (ii) for files, folders, or disk drives that are not automatically backed-up, you do not manually select them for backup, or you unselect a file for backup; (iii) you delete a person from your Zoolz account; (iv) you move a file to a location on your computer that is not automatically scanned to select files for backup or you upgrade your operating system resulting in changes to your file mapping; (v) your computer is unable to access the internet or to Amazon s3 Storage; (vi) you fail to follow Zoolz technical requirements, including upgrading the version of your Zoolz Products as required; or (vii) you terminate your license or fail to renew your subscription to Zoolz Products. For additional information about the status of your Backed-up Data Frequently Asked Questions (FAQs)

 

Enhancements and Feedback

 

Enhancements. Zoolz may (i) automatically update Zoolz Products installed on your computer without your prior notice, (ii) upgrade, enhance, change and modify (collectively, the “Enhancements”) Zoolz Products, or (iii) discontinue or retire Zoolz Products or any aspect or feature of Zoolz Products, including the types of files and data that are backed-up (not every file on your computer is backed-up) or the availability of Zoolz Products on any particular device or communications service at any time and from time-to-time in its sole discretion. Any Enhancements made available to you will be subject to these Terms. Zoolz will use reasonable efforts to provide notice of material changes to the Zoolz Products or changes to these Terms by posting them to Product Agreement. It is your responsibility to periodically check Zoolz website to inform yourself of any such modifications. Changes to these Terms, which may be made in Zoolz sole and exclusive discretion, will be effective upon acceptance of these Terms (as described herein) for new subscriptions and effective for all existing users thirty (30) calendar days after the posting of the new Terms on Zoolz website at Product Agreement You agree to be bound to these Terms, as modified. If you do not agree to the modified Terms you are not permitted to use Zoolz Products and must terminate your subscription immediately.

 

Feedback

 

You may provide feedback to Zoolz with respect to the Zoolz Products. Zoolz may use feedback for any purpose without obligation of any kind. To the extent a license is required under your intellectual property rights to make use of the feedback, you hereby g