Acronis Platform Terms And Conditions

Introduction

A. The company that accepts these Platform Terms and Conditions (including all Schedules and Exhibits attached hereto, these "Terms") by clicking "I Agree" at the end of these Terms or by first accessing or using the Products is referred to as "Service Provider."

B. Acronis International GmbH ("AIG") or one of its affiliates ("Company") has either entered into a contract with a company ("Distributor") that is authorized to distribute certain of AIG’s software as a service ("SaaS") products or is willing to distribute SaaS to the Service Provider directly, in which case all references in these Terms to Distributor will refer to the Company.

C. These Terms refer to each of Service Provider and Company individually as a "Party" and jointly refers to them as the "Parties".

D. Service Provider wants to license from Company certain of AIG’s SaaS products as detailed in a purchase order or other contract between Service Provider and Distributor ("Order").

E. Service Provider’s license will enable it to access the Products through AIG’s management console (the "Platform").

F. Company currently offers the SaaS products Acronis Cyber Protect Cloud with Advanced Disaster Recovery, Advanced Backup, Advanced Security, Advanced Management, Advanced Email Security, Advanced Files Sync & Share, Acronis Cyber Files Cloud, Acronis Cyber Notary Cloud, and Acronis Cyber Infrastructure through the Platform.

G. The advanced pack Advanced Security uses certain technology that third parties license to Acronis. In the event that such third parties stop licensing that technology to Acronis, Advanced Security may lose some functionality, including, but not limited to signature-based antivirus, URL filtering, cloud verdict check, remote connection (remote desktop), and Linux vulnerability assessment functionality. Notwithstanding anything in these Terms to the contrary, Acronis will not be liable for any damages related to such loss of functionality.

H. Company currently partners with Infratel US, Inc., with a principal place of business at 100 N Howard St, Suite R Spokane WA, 99201 ("Infratel") to offer Infratel’s virtual telephone services and products (the "Omnivoice") to Service Provider on the condition that Service Provider agrees to Infratel’s terms and conditions.

I. Company currently partners with Perception Point Ltd., a company registered in Israel, with a principal place of business at 3 Rothchild St., Tel-Aviv, Israel, ("Perception Point") to offer Perception Point’s email security services ("Advanced Email Security") to Service Provider on the condition that Service Provider agrees to Perception Point’s terms and conditions.

J. Company currently partners with Acronis SCS Inc. ("Acronis SCS"), a Delaware corporation with a principal place of business at 6370 E Thomas Rd UNIT 250, Scottsdale, AZ 85251 which focuses on providing cyber protection to the US public sector, to offer Acronis SCS Cyber Protect Cloud to Service Providers who are incorporated in and whose principal place of business is in the United States of America.

K. Subject to the further definition of the term in Section 1.2 below, the term "Products" means the SaaS products that Service Provider will license from Company from time to time and access through the Platform. The term "Products" also includes the Platform, Acronis Physical Data Shipping (as more particularly described in Exhibit E to Schedule A, "PDS"), and all related documentation that Company does not make public on its websites.

L. Service Provider may at its option, have Company host, or caused to be hosted, data stored using the Products, and these Terms refer to the hosting services Company provides, if any, as the "Services".

M. Service Provider may use the Platform to manage use of the Products, other than the Platform, by the entities and individuals who use one or more of such Products for their intended purposes (each, an "End User").

N. In these Terms, a "Downstream Service Provider" means a company other than Service Provider that pursuant to a contract with an entity other than Company uses the Platform to manage use of the Products by other companies and to manage End Users’ use of the Products other than the Platform.

O. The Platform also allows Service Provider to resell the Products to "Resellers", which term includes (i) Downstream Service Providers, and (ii) companies who merely offer the Products for resale to other entities, whether those entities be Downstream Service Providers or those who simply purchase for subsequent resale.

P. These Terms describe the terms and conditions upon which Company is willing to license the Products to Service Provider.

Agreement

NOW, THEREFORE, or good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, Company and Service Provider agree as follows:

Scope of License grant

1.1. Grant of License. Subject to these Terms, Company hereby grants to Service Provider a non-exclusive license to use the Products and Services directly, to resell the Products and Services, and to provide related services, to its Resellers and to End Users within the Territory (defined in Section 1.3 below). Service Provider may sublicense the rights granted in this license only to its Resellers in connection with the sale of the Products and only as specifically provided in these Terms.

1.2. Licensed Products. he Products that Company licenses to Service Provider under Section 1.1 include only those Products and Services identified in Schedule A that are specified in any Order. The terms of Schedule A apply to Service Provider only to the extent that those terms relate to a Product purchased under an Order. The terms of Schedule A that relate to other Products do not apply. The Parties may amend Schedule A from time to time by a written document executed by both Parties if Service Provider wants to license from Company a product available for sale through the Platform that is not then subject to an existing order and not already included in Schedule A as the Parties may have amended it (a "New Product"). Distributor or Company may give Service Provider notice of the availability of a New Product. Upon Distributor’s or Service Provider’s request, Company will give to Service Provider a copy of the updates to Schedule A containing the terms under which Company proposes to authorize Service Provider to resell the New Product (the "Updates"). Such notice may contain the form of an amendment to these Terms under which Service Provider consents to the Updates. Service Provider hereby accepts and agrees to be bound by the Updates upon the earlier of: (a) the written execution and delivery of the Updates to Company, (b) a click-through acceptance of the Updates using the Platform, or (c) the date of Service Provider’s first use or resale of the New Product. From and after the first to occur of the event that any of clauses (a) through (c) in the preceding sentence describe, the term "Products" will be deemed to have been amended to include the New Product.

1.3. Territory. Service Provider may only do business with Resellers and End Users located in the territory specified in the Order ("Territory"). If the Order does not specify a Territory, then the Territory is the country under whose laws Service Provider was organized/form. This limitation is subject to the further restrictions in Section 13 below.

A. Notwithstanding the foregoing, the Products are not authorized for use by any End User in any country embargoed by any Sanctions Authority (defined in Sections 13.1.A below) or by any End User to whom export is restricted or prohibited by any Sanctions Authority.

B. Company cannot predict when, if, or the extent to which, Service Provider’s ability to do business in the Territory might be embargoed, prohibited, or restricted by any Sanctions Authority. Therefore, Service Provider undertakes at its own risk the pursuit of business in the Territory.

1.4. Term. The term of the agreement established by Service Provider’s acceptance of these Terms will begin on the Effective Date and will continue until its termination or expiration ("Term"), subject to Sections 1.5 and 14.

1.5. Platform Terms and Conditions. Service Provider acknowledges that its use and any Reseller’s use of the Platform is subject to their agreeing to Company’s Platform Terms and Conditions then in effect from time to time, the current version of which can be found at /support/platform-terms-conditions.html.

1.6. EULA/White Labeling. All End Users of Products other than White Labeled Products (defined below) will be required to agree to the then current Company end user license agreement ("EULA") before such End Users are permitted to begin using the Products. A link to the EULA is located at https://www.acronis.com/download/docs/eula/corporate/.

A. If the Order permits distribution of one or more Products or Services branded by Service Provider (a "White Labeled Product") then Service Provider must have any End User to whom a White Labeled Product is distributed agree before commencing use to an end user license agreement that provides Company at least those protections contained in, and that is otherwise substantially similar to, the EULA in effect on the date that the End User commences use of the White Labeled Product.

1.7. Licensing Policy. The licenses granted in and under these Terms are subject to the terms of Company’s Licensing Policy, except those provisions of that policy relating to Maximum Allotment, as Company’s licensing policy may be updated from time to time. Company’s Licensing Policy can be found at https://www.acronis.com/company/licensing/'. Service Provider will create one account per End User that will be on either a per GB or Per Workload licensing model that will apply to all of that End User’s workloads. End Users are only allowed to have one account. Attempts to combine different licensing models are not allowed and Acronis shall have the absolute and unilateral right in its sole discretion to suspend or terminate use of and access to all or any portion of the Software if Acronis deems or reasonably suspects a violation of its Licensing Policy.