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

Introduction.

MICRODIUM 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 MICRODIUM’s 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, MICRODIUM 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 MICRODIUM 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 MICRODIUM of such failure by sending an email to MICRODIUM at support@MICRODIUM.com, and MICRODIUM will provide you with a Service Credit. The Service Credit is your sole and exclusive remedy for a failure by MICRODIUM to meet the Service Level Goal.

Incident Management Responses

All times are working hours/days

	P1	P2	P3	P4
Initial response time	30 Mins	30 Mins	60 Mins	60 Mins
Frequency of updates	2 Hours	2 Hours	4 Hours	2 Days
Target Fix Time	8 Hours	2 Days	3 Days	5 Days

P1 – Whole System Down

P2 – Functions NOT available to more than one user

P3 – Effecting a Single User and all others can work normally

P4 – System working as normal but a non-critical Error detected

Escalations

Any escalation can be sent to mgt@microdium.com and Call Made to Customer Support Manager at Tel: +603 78902810 extension 116

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 even causes beyond MICRODIUM’s reasonable control, including force majeure events; or
Your or any third party’s equipment, services, actions or lack thereof.\
MICRODIUM scheduled maintenance and version upgrades.

The Cloud Backup Services

1.1 General

The terms of this Section 6 apply only to subscribers to the Cloud Backup Services.In order to use the Cloud Backup Services, You must create a user account and then select the cloud-based services which You wish to back up (the “Data”). The Cloud Backup Services will then back up Your Data on a regular basis and store it securely in encrypted form on an online storage space provided by (i) MICRODIUM’s reputable third party storage provider (currently by Amazon S3 Storage); (ii) by Your own internal storage; or (iii) by Amazon S3 compatible storage services or Amazon S3 compatible devices of Your choice (collectively, the “Storage Providers”). Once the backup process is completed, You will be able to monitor and restore the Data using the Cloud Backup Services. Other than for performing the Cloud Backup Services or for other services with your consent, and subject to applicable law, MICRODIUM will not access Your Data without Your permission, and Your Data will be decrypted only per your authorization when you view, index, virus scan, export or restore such Data.

1.2. Fees

The service fees for Your use of the Cloud Backup Services (the “Fees”) are based on the number of Accounts or volume that You choose to back up using the Cloud Backup Services in each calendar month. “Account” means each unique user, seat or license within the Cloud Backup Services, which include, for example, active individual Salesforce users, individual Google Apps Domain Users, or individual personal Google or Yahoo! Mail accounts.

If you wish to subscribe for an annual period, please contact us directly. Annual fees include a discount and paid using check, wire transfer or PayPal.

Our current monthly fees for use of the Cloud Backup Services are set forth in the Site under Price List.

The Fees are payable in advance, as follows: For a monthly subscription: at the beginning of each calendar month with respect to the Data to be backed up in that month.

In the event You add additional Accounts to the Cloud Backup Service during a monthly billing cycle, You will be charged Fees for such additional Accounts for that month, but they will be invoiced at the beginning of the following billing cycle.

The Fees will be paid by You via credit card or any other payment method as will become available at

MICRODIUM’s discretion. Payments do not include any taxes and You will bear the cost of any applicable tax.

Unless Your Account is properly terminated, MICRODIUM will automatically continue to back up Your Data on a monthly basis. For clarity, if You terminate an Account before the end of a certain month, You will be charged Fees for the entirety of that month.

MICRODIUM’s billing system is not error free and MICRODIUM will not be liable for any miscalculations or malfunctions in processing any Fees. If You think that a mistake has occurred, You must send Your complaint to accounts@microdium.com within 30 days of Your discovery of such mistake.

MICRODIUM reserves the right to modify these payment terms, including but not limited to the fees mentioned above, in its sole discretion, with a prior notice of 30 days to be posted on the Site.

1.3. Proprietary Information in Data and Cloud Backup Services

You represent that You are the sole owner of the Data and You retain all title, ownership rights and intellectual property rights (including all copyrights, patents, trade secret rights and trademarks) in and to the Data.

MICRODIUM retains all title, ownership rights and intellectual property rights (including all copyrights, patents, trade secret rights and trademarks) in and to the Cloud Backup Services.

1.4. Termination of the Cloud Backup Services

If at any time You wish to discontinue using the Cloud Backup Services, You may cancel Your Account using the account setting page.

MICRODIUM reserves the right to terminate Your access to the Cloud Backup Services immediately and without notice if you fail to comply with these Terms.

Upon termination of the Cloud Backup Services, we will use reasonable commercial efforts to send notification of such termination to the email address You provided to us, informing You that Your access to the Cloud Backup Services will be discontinued, and Your Data will be deleted after a certain period without a recovery option. Note that it is Your responsibility to manage the removal of the Data, and MICRODIUM will have no liability if You fail to receive the email or act in accordance with the email, or if Your Data is deleted. Termination for any reason will not entitle You to a refund of Fees paid by You to MICRODIUM.

1.5. Currently MICRODIUM does not throttle bandwidth or limit storage size in the Cloud Backup Services. However, MICRODIUM reserves the right to impose limits on abuse or excessive use, as determined by MICRODIUM, at its sole discretion. MICRODIUM may set reasonable storage limits in the future.

2. Privacy and Security

The privacy and security of our Site users is important to us. For this reason, we have created our Privacy Policy that describes our collection, use and disclosure practices regarding any personal information that You provide to us using the Site.

With respect to privacy and security of our Cloud Backup Services, we take various steps to help ensure the safety of our users and their data, including by using Secured Socket Layer (SSL) and data encryption, firewalls and other technology aiming to prevent access from outside intruders and ensure that our services are hosted in a secure server environment, as well as by using OpenID and OAuth authentication and authorization tools.

3. Links

The Site may contain links to third party websites that are not owned or controlled by MICRODIUM. MICRODIUM is not affiliated with those websites, has no control over those websites, and assumes no responsibility for the content, privacy policies, or practices of any third party websites. In addition, MICRODIUM will not and cannot censor or edit the content of any thirdparty site. By using the Site, You expressly release MICRODIUM from any and all liability arising from Your use of any thirdparty website. Accordingly, We encourage You to be aware when You have left the Site and to read the terms and conditions and privacy policy of each other website that You visit.
MICRODIUM permits You to link to materials on the Site for personal, noncommercial purposes only.

4. Information Description

MICRODIUM attempts to be as accurate as possible. However, MICRODIUM cannot and does not warrant that the Content available on the Site is accurate, complete, reliable, current, or error free. MICRODIUM reserves the right to make changes in or to the Content, or any part thereof, according to its sole judgment, without the requirement of giving any notice prior to or after making such changes to the Content. Your use of the Content, or any part thereof, is made solely at Your own risk and responsibility.

5. Copyright and Content Policy

It is the policy of MICRODIUM to respect the legitimate rights of copyright owners. Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. Section 512 (the “DMCA”), MICRODIUM has designated an agent (specified below) to receive notifications of claimed copyright infringement on its sites. Please be advised that We enforce a policy that provides for the termination in appropriate circumstances of subscribers who are repeat infringers.

If You believe that Your work has been copied in a way that constitutes copyright infringement, please provide MICRODIUM’s Copyright Agent with the following information in accordance with the DMCA:

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright;
A description of the copyrighted work that You claim has been infringed;
A description of where the material that You claim is infringing is located on the MICRODIUM’s Site, with enough detail that We may find it on our Site; providing URLs in the body of an email is the best way to help us locate content quickly;
Your address, telephone number, and email address;
A statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
A statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner’s behalf.

MICRODIUM’s agent for notice of claims of copyright infringement can be reached as follows:

Phone: +603 78902810

Email: support@MICRODIUM.com

Counter Notification

If You believe that the material You posted was removed by mistake, and that You have the right to post the material, You may elect to send us a counter notice. To be effective the counter notification must be a written communication provided to our designated agent that includes substantially the following (please consult Your legal counsel or see 17 U.S.C. Section 512(g)(3) to confirm these requirements):

A physical or electronic signature of the subscriber.
Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled. Providing URLs in the body of an email is the best way to help us locate content quickly.
A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
The subscriber’s name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which the service provider may be found, and that the subscriber will accept service of process from the person who provided notification of infringement or an agent of such person.

Such written notice should be sent to our designated agent as follows:

Phone: +603 78902810

Email: support@MICRODIUM.com

6. Limitation of Liability and Warranty

NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS, THE SITE (INCLUDING THE CONTENT AND ANY OTHER SERVICES PROVIDED THEREBY) AND THE CLOUD BACKUP SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS, WARRANTIES AND CONDITIONS OF MERCHANT-ABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. WHILE WE MAKE REASONABLE EFFORTS TO ENSURE THAT THE SITE WILL FUNCTION AS CLAIMED, MICRODIUM DOES NOT GUARANTEE THAT THE SITE WILL BE FREE OF BUGS, SECURITY BREACHES, VIRUS ATTACKS AND THE LIKE, OR THAT IT WILL ALWAYS BE AVAILABLE. THE SITE WILL OCCASIONALLY BE UNAVAILABLE FOR ROUTINE MAINTENANCE, UPGRADING, OR OTHER REASONS. IN ADDITION, YOU AGREE THAT MICRODIUM WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO ITS USERS THAT MAY RESULT FROM TECHNICAL PROBLEMS OF THE INTERNET, SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS, ETC. IF YOU SUBSCRIBE TO THE CLOUD BACKUP SERVICES, YOU AGREE AND ACKNOWLEDGE THAT ALTHOUGH MICRODIUM USES ITS REASONABLE COMMERCIAL EFFORTS TO MAKE THE CLOUD BACKUP SERVICES ACCURATE, SECURE AND RELIABLE, IT CANNOT AND DOES NOT WARRANT THAT THE CLOUD BACKUP SERVICES SHALL AT ALL TIME BE ACCURATE, COMPLETE, SECURE, RELIABLE, CURRENT, OR ERROR FREE.

WITH RESPECT TO YOUR USE OF THE SITE, YOU SPECIFICALLY ACKNOWLEDGE THAT MICRODIUM SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. EXCEPT AS EXPRESSLY STATED IN OUR PRIVACY POLICY, MICRODIUM DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SECURITY OF ANY INFORMATION YOU MAY PROVIDE OR ACTIVITIES YOU ENGAGE IN DURING THE COURSE OF YOUR USE OF THE SITE. MICRODIUM DOES NOT WARRANT, ENDORSE OR GUARANTEE ANY CONTENT, PRODUCT, OR SERVICE THAT APPEARS IN ITS USERS’ SUBMISSION OR THAT IS FEATURED OR ADVERTISED ON THE SITE.

YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTION WITH OTHER MICRODIUM USERS. IF YOU HAVE A DISPUTE WITH ANY OTHER USER OF THE SITE, YOU AGREE THAT MICRODIUM IS NOT LIABLE FOR ANY CLAIMS OR DAMAGES ARISING OUT OF OR CONNECTED WITH SUCH A DISPUTE. MICRODIUM RESERVES THE RIGHT, BUT HAS NO OBLIGATION, TO MONITOR ANY SUCH DISPUTE BETWEEN TWO OR MORE USERS, ARISING OUT OF THEIR USE OF THE SITE.

UNDER NO CIRCUMSTANCES SHALL MICRODIUM, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, ASSIGNS AND AGENTS BE LIABLE FOR ANY ACTUAL OR POTENTIAL DAMAGE THAT MAY BE CAUSED TO YOU AND/OR TO ANY THIRD PARTY INCLUDING WITHOUT LIMITATION, ANY LOSS OF MONEY, GOODWILL, REPUTATION, SPECIAL, INDIRECT, DIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF DATA OR BREACH OF DATA SECURITY) THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SITE OR THE CLOUD BACKUP SERVICES AND ANY OTHER SERVICES AVAILABLE ON THE SITE, EVEN IF MICRODIUM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT AND WITHOUT LIMITING THE GENERALITY OF THIS SECTION, TO THE EXTENT PERMITTED BY LAW YOU AGREE THAT MICRODIUM’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES AND LOSSES ARISING FROM YOUR USE OF THE SITE SHALL NOT IN ANY CIRCUMSTANCES EXCEED THE LESSER OF (A) AMOUNTS ACTUALLY PAID BY YOU TO MICRODIUM FOR THE CLOUD BACKUP SERVICES DURING THE 12-MONTH PERIOD PRIOR TO YOUR BRINGING A CLAIM AND (B) $100 AND THAT, EXCEPT FOR YOUR INDEMNIFICATION OBLIGATIONS HEREUNDER, THE LIABILITY FOR WHICH IS UNCAPPED, YOUR TOTAL LIABILITY TO MICRODIUM FOR ANY CLAIM HEREUNDER WILL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE BY YOU TO MICRODIUM FOR THE CLOUD BACKUP SERVICES DURING THE 12-MONTH PERIOD PRIOR TO MICRODIUM BRINGING A CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY.

NOTWITHSTANDING THE GENERALITY OF THE ABOVE, YOU ACKNOWLEDGE THAT AN INTEGRAL FUNCTION OF THE CLOUD BACKUP SERVICES IS PERFORMED THROUGH THE STORAGE PROVIDERS. MICRODIUM THEREFORE CANNOT WARRANT AND HEREBY DISCLAIMS ANY RESPONSIBILITY WITH RESPECT TO THE INTEGRITY, RELIABILITY, SECURITY, QUALITY, COMPATIBILITY WITH YOUR SYSTEMS AND AVAILABILITY OF THE SERVICES PROVIDED BY THE STORAGE PROVIDERS AND THEIR EFFECT ON THE CLOUD BACKUP SERVICES AND/OR THE DATA. YOU ACKNOWLEDGE THAT THE DATA SHALL BE STORED AND HANDLED BY THE STORAGE PROVIDERS IN ACCORDANCE WITH THE INTERNAL TERMS OF USE AND PRIVACY POLICY OF THE STORAGE PROVIDERS TO WHICH YOU HEREBY ADHERE.

THE ABOVE TERMS REGARDING WARRANTY AND LIMITATION OF LIABILITY APPLY WHETHER OR NOT ANY SERVICES PROVIDED UNDER THESE TERMS ARE FOR PAYMENT.

YOU AND MICRODIUM AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE OR TO THE MICRODIUM BACKUP SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

7. Indemnity

You agree to defend, indemnify and hold harmless MICRODIUM, its affiliates, and their respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (i) Your use of the Site; (ii) Your violation of these Terms; (iii) Your violation of any third party right, including without limitation any copyright, property, publicity or privacy right; (iv) any claim that one of Your User Submissions caused damage to a third party; or (v) to the extent that You subscribe to the Cloud Backup Services, Your use of the Cloud Backup Services, including without limitation, any third party intellectual property claims concerning the Data.

8. Assignment

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by MICRODIUM without restriction or notification to You.

9. General

MICRODIUM reserves the right to discontinue or modify any aspect of the Site and the Cloud Backup Services at any time. These Terms, the Privacy Policy and the relationship between You and MICRODIUM shall be governed by and construed in accordance with the laws of Israel, without regard to its principles of conflict of laws. You and MICRODIUM agree to submit to the personal and exclusive jurisdiction of the courts located in TelAviv, Israel and waive any jurisdictional, venue, or inconvenient forum objections to such courts.

These Terms, together with the Privacy Policy and any other legal notices published by MICRODIUM on the Site, shall constitute the entire agreement between You and MICRODIUM concerning the Site and Your subscription to and use of the Cloud Backup Services. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

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 MICRODIUM for the applicable month in accordance with the Terms of Use.
“Terms of Use” means the MICRODIUM Terms of Use available at Terms Of Use.