Data443 Data Archiving Services Agreement

The End User Customer listed on the invoice is the Licensee and has purchased Data443’s ArcMail Data Archiving Service from Data443 Risk Mitigation Inc (“Data443”) this service is an annually renewable Service with an initial term of three years. The licensee will have selected on of two services: Either a) The Licensee has selected a Subscription Service, they have selected to have the service delivered in one of three ways, either on premise utilizing hardware provided by Data443, hosted or in the cloud. If on-premise is selected any and all hardware appliances delivered on behalf of Data443 remains the property of Data443. The Licensee may choose to increase their level of service and or move to the cloud or hosted environment as they choose. No hardware cost will be levied if larger or newer appliances are required to deliver this service. The only cost would be related to an increased level of service if it were selected. Or b) The Licensee has selected to purchase purchased Data443’s ArcMail Data Archiving Service with or without Hardware from Data443 Risk Mitigation Inc (“Data443”). This service is an annually renewable Maintenance Service with an initial term of three years. The hardware will be delivered to the end customers site and provisioned by Data443. The purpose of this Agreement is to set forth the respective obligations of the parties with regard to this Subscription Service.

How to obtain Support:

Preferred method – open a ticket directly on our website: www.data443.com/support

Email: support@data443.com (this method will also directly open a ticket)

Telephone: 855-DATA-443 (855-328-2443) or +1 (919) 526 1070 Ext 2

Telephone Support: Data443 shall provide telephone assistance service 24/7. No telephone assistance may be available on the holidays of Memorial Day, July 4, Labor Day, Thanksgiving Day, Christmas Day and New Year’s Day. Data443 telephone support shall be limited to providing assistance for questions, issues, or problems related to software configuration, functionality, operation, failure, hardware problems or failures.

Updated Documentation: Data443 will make User Guide Information available via the data443.com website.

Appliance Software Updates: Data443 will make available to the Licensee all software updates generally released during the term of this maintenance agreement. The term “Update” means a change and improvement to correct known defects and to maintain or improve the operational quality of the Appliance. The Licensee must install an Update within 90 days of its release. Data443’s maintenance obligations under this Agreement are limited to support of the most recent Update of the Appliance. Thus, in the event multiple Updates are released in any given calendar year, Data443 reserves the right to require the Licensee to have the latest version installed in order to receive Data443 support services.

Appliance Insurance: If licensee has selected an on-premise service utilizing hardware provided by Data443 then the licensee of equipment agrees that it will keep the equipment of Lessor insured against loss or damage by fire, flood, and other perils with extended coverage to the full fair insurable value thereof. Licensee agrees that all personal property, including Lessor’s equipment, in or about or on the Licensee’s premises shall be at the risk of the Licensee only and that Lessor shall not be liable for damage thereto or theft thereof under any circumstances. Licensee will provide proof of insurance to Lessor upon request.

Error Correction: Data443 shall use all commercially reasonable efforts to correct reproducible, material errors in the appliance after receiving written notification from the Licensee describing the Error in sufficient detail for Data443 to reproduce the error at its headquarters. As used in this Agreement, an “error” shall mean the failure of the Appliance to function substantially in conformity with its Documentation.

Care of Data: Licensee shall be responsible for instituting and implementing data backup procedures for protecting the data stored on the appliance, hosted or cloud. In the event of a hardware or software failure, Data443‘s responsibility will be solely limited to providing technical assistance with the restoration of properly backed up data to a repaired or replaced appliance during normal business hours. Data443 will not be responsible for the loss of any data due to the failure of the hosting environment or appliance, failure of backup procedures, processes, or implementations, or any other cause which results in the loss of data from the service.

Term: The initial term of this Agreement shall commence immediately after the delivery of a Data443 appliance to customer’s site or the enablement of the service in the cloud or a datacenter and shall be in effect until 11:59 PM Eastern Time of the final day indicated in the Software Service purchase details at the top of this agreement. Unless the Licensee provides written notice of termination at least 30 days prior to the end of the term, this Agreement shall automatically renew for successive one-year terms at the previous Year’s Rate plus up to a max of 5% unless agreed to differently in writing. The service license is not a perpetual license and must be renewed at the end of the term.

Termination: Notwithstanding anything contained herein to the contrary, Data443 may terminate this Agreement in the event the Licensee fails to pay the service fee by the annual anniversary date of the initiation of the service. To reinstate this Agreement after such termination, the Licensee must pay the then-current year’s annual service fee in full (regardless of when the Agreement is reinstated), plus a reinstatement fee to be determined by Data443. Data443 reserves the right to deny reinstatement of this Agreement for any reason. If the contract is not renewed, Data443 has the right to deny access to the service until all fees are paid.

Default and Forfeiture: In the event of the Licensee’s default under this Agreement, Data443 may terminate this Agreement and the Licensee shall forfeit all service fees paid to Data443 for the then-current year and the hardware may be returned to data443. This section shall not limit Data443’s right to pursue any other remedies that may be available at law or in equity.

Disclaimer; Limitation on Liability. Dispute Resolution. Should legal action be required to enforce or interpret this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party all costs and reasonable attorneys’ fees incurred in connection therewith as determined by the presiding authority.

Miscellaneous: Any notice required or authorized under this Agreement must be in writing and may be delivered via U.S. certified mail (return receipt requested) or by fax. This Agreement may not be amended or assigned without the written consent of Data443. This Agreement represents the entire agreement of the parties with respect to the subject matter hereof. In the event a provision of this Agreement is held to be invalid by an arbitrator or court of competent jurisdiction, such provision shall be deemed modified only to the extent required to make such provision enforceable, and the other provisions of this Agreement shall remain in full force and effect. The waiver of any breach of this Agreement must be in writing and shall not be deemed to be a waiver of any subsequent breach.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, DATA443 DISCLAIMS ALL WARRANTIES FOR MAINTENANCE OF THE APPLIANCE, INCLUDING ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE CUMULATIVE LIABILITY OF DATA443 TO THE LICENSEE FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE LICENSEE’S ACTUAL COST OR THE AMOUNT ACTUALLY PAID BY THE LICENSEE TO DATA443 FOR MAINTENANCE SERVICES WHICHEVER IS THE LESSER. DATA443 SHALL NOT BE RESPONSIBLE FOR DATA LOST DUE TO THE FAILURE OF THE APPLIANCE OR INADEQUATE OR INCOMPLETE BACKUP PROCEDURES OR MEDIA. IN NO EVENT SHALL DATA443 BE LIABLE FOR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS.