Software

These terms (the “Software Terms”) apply to Carbonite’s Software. By purchasing or using the Software, Customer agrees to be bound by the General Enterprise Terms, these Software Terms, and the applicable Order Form. Capitalized terms not defined in these Software Terms have the meaning given to them in the General Enterprise Terms.

“Client Software” means theOn-Premise Software that requires software agents, clients or plug-ins be installed on particular devices.

“Designated Equipment" means the server hardware on which the On-Premise Software has been activated and/or installed with Carbonite’s authorization.

“License Period” means the term as set forth in an Order Form.

“Software” means the machine-readable, object code form of software that is ordered pursuant to an Order Form and is installed and operated on-site at locations and on servers and devices that Customer controls, and includes the Client Software and the Server Software.

“Server Software” means software in object-code form that is intended to be installed and operated in a server environment, as specified in the Documentation.

Subject to the terms and conditions of the Agreement and the applicable Order Form, for the term of the License Period, Carbonite grants to Customer a non-exclusive, non-transferable, revocable, fee-bearing, limited license (without the right to sublicense) to install, execute and use the Software solely: (a) in object code format, (b) in accordance with the applicable Documentation, (c) subject to all other Requirements and Restrictions, and (d) for Customer’s internal business purposes, with no right to make such software available to third parties either by transferring copies thereof or by providing a hosted service.

Customer agrees to (a) only use the Software on the Designated Equipment (for the avoidance of doubt, any transfer of the Software from the Designated Equipment to other equipment is strictly prohibited); (b) purchase additional capacity licenses or rights to use the Software for additional Designated Equipment; and (c) use the Carbonite reports and logs to monitor usage for compliance with (a) and (b) above and other Restrictions and Requirements. Should any aspect of Customer’s deployment or use not adhere to the Restrictions or Requirements for the Software (e.g., data stored exceeds capacity licensed or use on equipment that is not Designated Equipment), none of Carbonite’s contractual duties or obligations shall apply to such aspect that is not in compliance, and Carbonite shall have the right to treat such noncompliance as a material breach of this Agreement pursuant to Section 7 of the General Enterprise Terms. Customer shall allow Carbonite access to the Software deployed at Customer’s site for Carbonite’s internal business purposes, including but not limited to, collecting anonymized storage statistics used by Carbonite to invoice Customers.

Software is provided with Technical Support Services only and as set forth in an Order Form for the term set forth in the Order Form.

When using the Software in connection with data migration, Customer acknowledges and agrees to use best practices to ensure that all Customer Content has been properly copied and transferred and will verify that Customer Content is transferred from the original host server to the target host server before any Customer Content is deleted from the original host server.  Carbonite shall not be liable for the loss of any Customer Content or any data in connection with data migration performed by the Software.

Effects of Termination. In addition to Section 8(e) of the General Enterprise Terms, upon termination or expiration of this Agreement, Customer acknowledges and agrees to remove all Software from its systems and environment within thirty (30) days of such expiration or termination.