Server Data Backup Terms and Conditions

TERMS AND CONDITIONS FOR SASKTEL SERVER DATA BACKUP SERVICE

This is a contract between you (either on your own behalf or as an authorized representative of your company or organization) and SaskTel. It sets out the terms and conditions which apply to your purchase and use of SaskTel Server Data Backup Services (the "Services"). In this Agreement "you" and "Customer" are used synonymously.

You must accept the terms of this Agreement prior to ordering or using the Services. BY CHECKING THE STATEMENT "I REPRESENT THAT I HAVE THE AUTHORITY TO BIND [CUSTOMER NAME] WITH RESPECT TO THIS AGREEMENT", AND BY ORDERING AND USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY AND ABIDE BY THESE TERMS AND CONDITIONS, AS WELL AS ALL POLICIES AND GUIDELINES INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT CHECK OFF THE STATEMENT " I REPRESENT THAT I HAVE THE AUTHORITY TO BIND [CUSTOMER NAME] WITH RESPECT TO THIS AGREEMENT " AND DO NOT USE THE SERVICES.

SaskTel reserves the right to change or modify this Agreement, and any policy or guideline incorporated by reference at any time and from time to time in its sole discretion, and to determine whether and when any such changes apply to both existing and future customers. Any changes or modifications will be effective upon posting of the revisions on www.sasktel.com (the "Site".) SaskTel will post a notice of such changes or modifications on the Site for thirty (30) days. You are responsible for regularly reviewing the Site to obtain timely notice of such changes or modifications. Your continued use of the Services following SaskTel's posting of any changes or modifications will constitute your acceptance of such changes or modifications.

Part A - General Terms and Conditions

1. Services

SaskTel agrees to provide the Customer with the Services.

2. Term

This Agreement comes into effect when accepted by the Customer, and remains in effect from month to month on the same terms and conditions, except that either SaskTel or the Customer may terminate this Agreement. SaskTel may change this Agreement or any terms and conditions that apply to the Services, the charges for the Services, and any policy or guidelines referred to in this Agreement.

3. Charges and Payment

3.1 Credit. You authorize SaskTel to conduct a credit check in connection with your application for the Services. SaskTel may use any information obtained through this application or from any credit reporting agency or bureau. Such information will be treated as confidential by SaskTel.

3.2 Charges. You agree to pay all charges (and applicable taxes) incurred related to your use of the Services, in accordance with the charges, terms and conditions established from time to time by SaskTel that are applicable to the particular package size of the Services that you have selected. All charges are net of tax and you will be responsible for the payment of all federal, provincial, and local sales, use, value added, excise, duty and any other taxes assessed with respect to the Services.

You agree that your usage of the Services will not exceed the total gigabyte storage limit that you have selected. If you exceed the gigabyte storage limit that you have selected, you will be sent a warning email to inform you to use file de-selection to reduce the amount of data that you are transferring and/or storing. You will have a period of thirty (30) days from the date of notification to bring yourself back within the gigabyte storage limit. If after the thirty (30) days you are still over the gigabyte storage limit, a second email will be sent informing you that your gigabyte storage limit will be increased to accommodate your total gigabyte storage usage. Going forward, your charges for the increased storage will be adjusted accordingly.

3.3 Payment. You will be charged for the Services once a month. Prices are subject to change without notice at anytime and from time to time.

3.4 Failure to Pay. If you fail to pay any charges within thirty days from the applicable due date as set forth on the invoice for the Services, late charges at the rate specified in the Terms of Service portion of SaskTel's Non-Tariffed Products and Services Schedule from time to time will also become payable by you to SaskTel. In addition, your failure to fully pay any charges and taxes within thirty days after the applicable due date will be deemed a material breach of this Agreement, and SaskTel will have the right to prohibit you from future use of the Services. Any such termination would not relieve you from paying past due charges plus interest. In the event of collection enforcement, you will be liable for any charges associated with such collection, including, without limitation, legal fees, court costs and any collection agency fees.

4. Your Responsibilities

You will comply with any restrictions on use of the Services in this Agreement, and with any use policies or instructions communicated to you by SaskTel or posted on the Site, and you will not:

(a) use the Services in violation of any law;

(b) tamper with or change the Services or any component of the Services; or

(c) abuse the Services or use them in a manner that interferes with the Services, SaskTel's network, or the use of SaskTel services by other persons, or in a manner that avoids the payment of any charges.

You are responsible and will indemnify SaskTel for, and save SaskTel harmless from and against, all charges, losses, costs, liabilities and damages of any kind whatsoever related to the use of the Services by you or any person other than SaskTel, including the manner in which the Services are used and your data, equipment and software (if any) used with the Services, and including your violation, alleged violation, or misappropriation of any intellectual property right (including, without limitation, trademark, copyright, patent, trade secrets) or non-proprietary right of a third party (including, without limitation, defamation, libel, violation of privacy or publicity), but not including any charges, losses, costs, liabilities or damages caused by the negligence of SaskTel. You agree to fully indemnify and hold harmless SaskTel, and its licensors and distributors and their employees and agents for any liability, cost or expense (including litigation expenses and reasonable attorneys’ fees) arising out of (i) SaskTel’s possession of Your Data, or (ii) Your breach of the terms and conditions of this Agreement.

You are responsible for the selection, supply, installation and maintenance of all data, equipment, software and services necessary for use or used in conjunction with the Services.

5. SaskTel Property Rights

Title to, ownership of, and all intellectual property rights in, any facilities, equipment, software, systems, processes and documentation used to provide the Services will be and remain with SaskTel, or its suppliers and licensors. Unless expressly stated elsewhere in this Agreement, this Agreement does not grant to you any intellectual property or other rights or licenses in or to the Services or any portion thereof.

You agree not to modify, reverse engineer, decompile, disassemble or otherwise discover the source code for the Services or any component of the Services. You agree not to remove, alter or destroy any proprietary, trademark or copyright markings or notices placed upon or contained within the Services or related documentation.

6. Applicable Policies

The SaskTel Privacy Policy at: http://www.sasktel.com/about-us/company-information/policies/privacy.html (the "SaskTel Privacy Commitment") describes how SaskTel collects, stores, processes and uses information associated with your use of the Services. You hereby consent to the collection, use and disclosure by SaskTel and its agents of your personal information (whether previously collected or to be collected) for the purposes identified in the SaskTel Privacy Policy. The SaskTel Privacy Policy is posted at www.sasktel.com and may be updated from time-to-time.

7. Content

You agree that you are solely responsible for the content of all visual, written or audible communications sent by you. You agree that you will not use the Services to send unsolicited mass mailings outside your company or organization. You further agree not to use the Services to communicate any message or material that is harassing, libelous, threatening, obscene, indecent, would violate the intellectual property rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation.

8. Suspension and Termination

SaskTel may restrict, suspend or terminate some or all of the Services or terminate this Agreement if you fail to pay any amounts due under this Agreement or if SaskTel determines, in its sole discretion, that you are an unacceptable credit risk. Despite any other provision in this Agreement, SaskTel may immediately restrict, suspend or terminate some or all of the Services without notice:

(a) to comply with any law, regulation, court order or other governmental request or order;

(b) to prevent damage or degradation to SaskTel's network or any component of the Services that may be caused by you, or any person using the Services;

(c) to protect SaskTel from legal liability or from other acts or omissions of by you that may be deemed, in SaskTel's sole discretion, to be illegal; or

(d) for a violation (as deemed by SaskTel in its sole discretion) of any provisions of this Agreement relating to the use or misuse of the Services by you, including any policies or instructions communicated to you by SaskTel.

In addition to SaskTel’s rights above, either SaskTel or the Customer may terminate this Agreement and the Services by giving notice to the other if the other:

(a) is in material default of any provision of this Agreement, and does not remedy that default within 30 days after receiving notice of the material default;

(b) becomes insolvent or bankrupt;

(c) appoints, or has appointed for it, a receiver or trustee in bankruptcy;

(d) makes an assignment or takes any other action for the benefit of its creditors;

(e) has instituted against it any proceeding in bankruptcy, receivership or liquidation, and such proceedings continue for 30 days without being dismissed; or

f) is wound up or dissolved.

The Customer may terminate some or all of the Services or this Agreement at any time by giving at least 30 days advance notice to SaskTel. If any Services or this Agreement are terminated prior to the end of any month by either the Customer or SaskTel, for any reason, the Customer shall pay SaskTel all unpaid charges up to the end of the billing period in which the termination is effective.

9. Exclusion of Warranties

9.1 SaskTel does not guarantee error-free or uninterrupted operation of the Services. SaskTel warrants solely to you that once the Initial Backup (as defined in Section 3 of Part B to this Agreement) has successfully completed on a protected server, the Services provided by SaskTel for such protected server will substantially conform to the service levels in Section 3 of Part B of this Agreement, provided that you comply with the conditions and requirements set forth in such Section 3. Notwithstanding the foregoing, you understand and agree that (a) the Services require access to and use of the internet and that the internet is an unregulated, public network over which SaskTel exerts no control and (b) SaskTel has no responsibility for operating and maintaining your servers and their connection to the internet to access and use the Services .

9.2 EXCEPT AS PROVIDED SPEFICALLY IN THIS SECTION 9, SASKTEL, ITS LICENSORS AND DISTRIBUTORS DISCLAIM ANY AND ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, RELATING TO THE SERVICES AND OTHERWISE RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. SASKTEL SPECIFICALLY DISCLAIMS ANY WARRANTY THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. FURTHER, SASKTEL makes no representations or warranties whatsoever, and shall have no liability whatsoever, with respect to the accuracy, dependability, privacy, security, authenticity or completeness of data transmitted over the Internet, or any intrusion, virus, disruption, loss of communication, loss or corruption of data, or other error or event caused or permitted by or introduced through the Internet or your servers. YOU ARE SOLELY RESPONSIBLE FOR IMPLEMENTING ADEQUATE FIREWALL, PASSWORD AND OTHER SECURITY MEASURES TO PROTECT YOUR SYSTEMS, DATA AND APPLICATIONS FROM UNWANTED INTRUSION, WHETHER OVER THE INTERNET OR BY OTHER MEANS. SASKTEL SPECIFICALLY DISCLAIMS ANY WARRANTY FOR HARDWARE PURCHASED FROM SASKTEL OR OBTAINED FROM A THIRD PARTY. PLEASE REFER TO WARRANTIES PROVIDED DIRECTLY FROM THE MANUFACTURER OF THE HARDWARE.

9.3Some jurisdictions do not allow limitations on how long an implied warranty or condition lasts, so the limitation set forthin this Section 9 may not apply to You. The limited warranty in Section 9 gives You specific legal rights, and You may also have other rights, which vary from jurisdiction to jurisdiction. SaskTel’s exclusive liability and Your sole remedy for breach of the limited warranty in Section 9 shall be, at SaskTel’s option, either reperformance, at no charge to You from SaskTel, of the specific part of the service which failed, or, refund of any fees paid by You for the period in which the specific service component failed to conform to this limited warranty.

9.4CERTAIN ELEMENTS OF THE SERVICES ARE LICENSED TO SASKTEL BY IRON MOUNTAIN INFORMATION MANAGEMENT, INC. MAKES NO WARRANTY WHATSOEVER REGARDING THE SERVICES, AND EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, RELATING TO THE SERVICES AND OTHERWISE RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. IN NO EVENT SHALL IRON MOUNTAIN INFORMATION MANAGEMENT, INC HAVE ANY LIABILITY TO YOU, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION OR THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, OR WARRANTY). IRON MOUNTAIN INFORMATION MANAGEMENT, INC IS AN INTENDED THIRD-PARTY BENEFICIARY OF THIS AGREEMENT

10. Limitation of Liability

Except for the obligations of indemnity in this Agreement, neither party (nor its suppliers or customers) will be liable to the other party for any damages for loss of profits or business, loss or damage to data or failure to realize expected savings, or for any punitive, special, consequential, incidental or indirect damages, related to the use of or inability to use the Services, even if the party could reasonably foresee or has been advised of the possibility of such damages. The aggregate liability of SaskTel and its suppliers and licensors to you relating to or arising out of this Agreement, whether in contract, tort or otherwise, will not exceed the total charges paid by you for the Services in the three month period immediately prior to the event resulting in liability.

11. Services Use

You may not resell, distribute, make any commercial use of, use on a timeshare or service bureau basis, or use to operate a web-site or otherwise generate income from the Services.

12. Your Warranties

You warrant, represent, and covenant to SaskTel that (a) you are at least eighteen (18) years of age; (b) you possess the legal right and ability to enter into this Agreement; (c) you will be financially responsible for use of the Services; (d) you have verified or will verify the accuracy of materials distributed or made available for distribution via the Services, including, without limitation, your content, descriptive claims, warranties, guarantees, nature of business, and address where business is conducted, (e) you will use the Services only for lawful purposes and in accordance with this Agreement and all applicable policies and guidelines; (f) your content does not and will not infringe or violate any right of any third party (including any intellectual property rights) or violate any applicable law, regulation or ordinance; (g) that you have all consents required by any privacy laws that apply to you to the extent that any information that you have residing on the servers of SaskTel’s suppliers used in providing the Services is personal information; and (h) that You are the owner or legal custodian of the data transmitted to SaskTel pursuant to the terms of this Agreement and that You have full authority, including, without limitation, under all export control and data protection laws and regulations of the United States and each country where the data transmitted to SaskTel is located, to transmit said data and direct its disposition in accordance with the Services and the terms of this Agreement.

13. Enforcement

13.1 Investigation of Violations.

SaskTel may investigate any reported violation of this Agreement, its policies or any complaints and take any action that it deems appropriate and reasonable under the circumstance to protect the Services, customers and/or third parties.

13.2 Actions.

SaskTel reserves the right and has absolute discretion to restrict any content that violates this Agreement, or related policies, or is otherwise objectionable or potentially infringing on any third party's rights or in potentially violation of any laws. If SaskTel becomes aware of any possible violation by you of this Agreement, any related policies or, third party rights or laws, SaskTel may immediately take corrective action, including, but not limited to, (a) issuing warnings, (b) suspending or terminating the Service, (c) disabling or removing any of your content distributed or made available for distribution via the Services, or other content not supplied by SaskTel which, in SaskTel's sole discretion, may violate or infringe any law or third-party rights or which otherwise exposes or potentially exposes SaskTel to civil or criminal liability or public ridicule, and/or (d) restricting or prohibiting any and all uses of content hosted on SaskTel's systems. The stated rights of action do not obligate SaskTel to monitor or exert editorial control over the information made available for distribution via the Services and you acknowledge that SaskTel has no obligation to censor or monitor use of the Services by you, or any obligation to censor or monitor any content, material or other information sent, received or accessible through the Services. In the event SaskTel takes corrective action due to such possible violation, SaskTel will not be obligated to refund to you any fees paid in advance of such corrective action.

13.3 Disclosure Rights.

To comply with applicable laws and lawful governmental requests, to protect SaskTel's systems and customers, or to ensure the integrity and operation of SaskTel's business and systems, SaskTel may access and disclose any information it considers necessary or appropriate, including, without limitation, user profile information (i.e., name, e-mail address, etc.) and usage history. SaskTel also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. To the extent any inconsistency exists between any terms of SaskTel's Privacy Commitment and SaskTel's right to disclose under this section, SaskTel's right to disclose under this section will prevail.

14. Regulatory Compliance

No Bundling. SaskTel and the Customer acknowledge and agree that: (a) the charges for, and availability of, the Services are in no way contingent or conditional on the Customer subscribing for the provision of any tariffed service from SaskTel or a SaskTel affiliate; and (b) non-forborne telecommunications services, and bundled services that include non-forborne telecommunications services, are required to be provided, and shall only be provided, in accordance with tariffs approved by the Canadian Radio-television and Telecommunications Commission. Tariffs Applicable to the Services include the following: None. The Services are either non-regulated or forborne.

Customer Information. In relation to all telecommunications services provided by SaskTel unless the Customer provides express consent or disclosure is pursuant to a legal power, all information kept by SaskTel regarding the Customer, other than the Customer’s name, address and listed telephone number, is confidential and may not be disclosed by SaskTel to anyone other than: the Customer; a person who, in the reasonable judgment of SaskTel is seeking the information as an agent of the Customer; another telephone company, provided the information is required for the efficient and cost-effective provision of telephone service and disclosure is made on a confidential basis with the information to be used only for that purpose; a company involved in supplying the Customer with telephone or telephone directory related services, provided the information is required for that purpose and disclosure is made on a confidential basis with the information to be used only for that purpose; an agent retained by SaskTel to evaluate the Customer’s creditworthiness or collect the Customer’s account, provided the information is required for and is to be used only for that purpose; or to a public authority or agent of a public authority, if in the reasonable judgment of SaskTel it appears that there is imminent danger to life or property which could be avoided or minimized by disclosure of the information. Express consent may be taken to be given by the Customer where the Customer provides written consent, oral confirmation verified by an independent third party, electronic confirmation through the use of a toll-free number, or electronic confirmation via the Internet, oral consent, where an audio recording of the consent is retained by SaskTel; or consent through other methods, as long as an objective documented record of Customer consent is created by the Customer or by an independent third party.

 

Consent. The Customer consents to the disclosure of and sharing by SaskTel and its affiliates and their agents of information that they have about the Customer in order to assess the Customer's creditworthiness and to market or provide SaskTel products and services, including products and services provided by third parties in association with SaskTel or its affiliates.

You represent and warrant to SaskTel that in respect of any information or content that you back up using the Services is personal information as that term is defined by any privacy legislation to which you are subject, you have the consent of the individual to which that personal information relates to have that information resident upon the hardware of SaskTel or its suppliers involved in providing the Services or any component thereof for the purpose of backup up that information. You agree to indemnify and save harmless SaskTel, its officers, directors, employees, agents and third party suppliers of any component of the Services from any and all claims, actions, suits or proceedings brought by any party alleging that you do not have such consent.

15. Interpretation

Interpretation. The headings in this Agreement will not affect the interpretation of any provision of this Agreement.

16. Assignment

You will not assign all or any part of this Agreement without the prior written consent of SaskTel. SaskTel may withhold its consent to a proposed assignment by you to a person who is in the business of providing telecommunications or telecommunications-related products or services. SaskTel may assign or subcontract all or any part of its rights and obligations under this Agreement or the Services without notice to you or your consent.

17. Survival.

Any terms of this Agreement which, expressly or by their nature, extend beyond the termination of this Agreement, will survive any termination of this Agreement.

18. No Waiver.

The failure by you or SaskTel to exercise any right under this Agreement, or to insist upon strict or full performance of the obligations under this Agreement, will not constitute a waiver or relinquishment of any provision of this Agreement. In order to be binding upon a party, any such waiver must be express and in writing signed by that party. The rights of the parties under this Agreement are cumulative and not alternative.

19. Relationship.

This Agreement does not create or imply any agency, partnership, or other joint relationship between the parties, and does not authorize either party to bind or obligate the other in any way.

20. Force Majeure.

SaskTel is not responsible for performance of, or in default of, any obligation or provision of this Agreement where delayed, hindered or prevented by labour disruptions, failure of the networks of other companies, casualties, civil disturbances, legislation, regulation, judicial order, acts of military authorities, accidents, fires, natural disasters or other catastrophes or events beyond SaskTel's control.

21. Severability.

If any part of this Agreement is void, prohibited or unenforceable, this Agreement will be construed as if such part had never been part of this Agreement.

22. Customer Information.

You authorize the SaskTel Affiliates and their agents to disclose and share information that they have about you in order to assess your creditworthiness and to market or provide SaskTel products and services, including products and services provided by third parties in association with SaskTel.

23. Notices.

All notices necessary under this Agreement will be given in writing, and either personally delivered, or sent by registered mail or facsimile to SaskTel at 2121 Sask. Drive, Regina, Sask. S4P 3Y2, Attention: Legal Dept and your billing address as provided to SaskTel. Notices, if personally delivered or sent by facsimile, will be deemed to have been received the same day, or, if sent by registered mail, will be deemed to have been received 4 days (excluding Saturdays, Sundays and statutory holidays) after the date of mailing.

24. Law.

SaskTel and you will comply with all laws applicable to the exercise of their rights and performance of their obligations under this Agreement. This Agreement will be subject to and interpreted in accordance with the federal law of Canada and the laws of the province of Saskatchewan, without regard to that province's choice of law rules. Venue and jurisdiction will be in such province.

25. Currency.

All monetary amounts expressed in this Agreement are in Canadian dollars, unless otherwise expressly stated.

26. Notice of Claim and Filing of Suit.

You must present any claim in writing to SaskTel within a reasonable time, and in no event longer than sixty (60) days after the event for which the claim is presented. No action may be maintained against SaskTel for loss, damage or destruction of data transmitted, or for any other claim under this Agreement, unless timely written claim has been given as provided above, and unless such action is commenced within nine (9) months after the date on which such written claim, delivered in accordance with the foregoing, has been received by SaskTel.

27. Entire Agreement.

This Agreement forms the entire agreement between the parties, and supersedes all prior written and oral communications and agreements between the parties concerning the Services. All changes to this Agreement must be agreed to in writing and signed by both parties.

Part B - Service Terms and Conditions

1. Description and Charges

1.1 The Services provide the Customer with remote data backup storage and retrieval service in accordance with the Service Level Agreement set forth in Section 3 of this Part B.

1.2 Monthly Charges

The fixed monthly charges for the Services and the Service options are set out at http://www.sasktel.com. Charges for the Services are pro-rated and billed one month in advance.

2. Customer Responsibilities

2.1 Connection

The Customer is responsible for obtaining Internet access services or other services (under a separate agreement with SaskTel or other service provider) for the purpose of connecting to and using the Services.

2.2 Third Party License Terms

Use of the Services is also subject to the specific software license terms and conditions set out in the Iron Mountain Information Management, Inc. Software License Agreement. The Customer must assent to be bound by the terms of such Agreement as a condition of acquiring and using the Services. Such Agreement is an agreement between the Customer and Iron Mountain Information Management, Inc. and SaskTel is not in any way a party to that Agreement. All issues of any kind with the software associated with or necessary to use the Services must be resolved by the Customer directly with Iron Mountain Information Management, Inc. In the LiveVault Software License Agreement, "you" and "your" means and refers to the Customer and its users.

2.3 Use

The Customer is responsible for maintaining the security of, and is responsible for the actions of any party using, all user IDs and passwords assigned to the Customer. The Customer will immediately advise SaskTel by email or telephone of any unauthorized use of the Services or the user IDs or passwords, or of any other breach of security, and will provide assistance requested by SaskTel to stop or remedy any breach of security.

The Customer and its users will not attempt to gain or allow access to any data, files or programs to which they are not entitled under this Agreement and if such access is obtained, the Customer and its users will immediately return such materials to SaskTel and/or its suppliers and licensors, without using, copying, disclosing or distributing it.

The Customer and its users shall: (a) not resell the Services, or access to the Services, directly or indirectly to third parties unless they are an authorized SaskTel Server Data Backup reseller; and (b) comply with SaskTel’s acceptable use policy published at http://www.sasktel.com.

2.4 Enforcement

In addition to its rights in the General Terms and Conditions, SaskTel has the right to block access to, or to remove or require the Customer to remove from any component of the Services, any Customer content that violates any provisions of this Agreement, that may expose SaskTel to legal liability, or that may be deemed, in SaskTel’s sole discretion, to be illegal, objectionable or infringing on any third party's rights. If SaskTel exercises any of these rights, it is not obligated to refund any charges paid in advance by the Customer.

To prevent damage or degradation to SaskTel’s network or any component of the Services, or to comply with any law, regulation, court order or other governmental request or order, SaskTel may access and disclose the Customer’s content or any information it considers necessary or appropriate, including, without limitation, user profile information (name, email address, etc.), IP addressing and traffic information, or usage history.

3. Service Level Agreement

The Service is warranted to substantially conform to the service levels specified below for any protected server after the Initial Backup has taken place on such protected server.

A. Data Protection

A.1 Current Data Protection

Depending upon the options you have elected, backup configurations may be set to run continuously 24 X 7 or to run on a scheduled basis (See Section D System Requirements for supported configurations). When a backup configuration is running, only changes to files and databases you have selected for backup on the protected server are captured by the Server Data Backup Agent, encrypted and sent to the Server Data Backup Server. Queued Changes, as defined in Section C below, are sent to the Server Data Backup Server when there is a Valid Connection, as defined in Section E below, between the protected server and the Server Data Backup Server and there are no preceding items waiting to be sent.

A.2 HISTORIC Data Protection

Historic images of your data are retained by the Service for either a period of thirty (30) days or one (1) year, depending on which of such retention periods you select at the time of subscribing to the Service.

B. Guaranteed Recoverability

B.1 Restore Performance

Restore time over the internet is limited by your connection bandwidth speed and quality up to speeds of approximately 2 Mbps. At speeds faster than 2 Mbps, other factors may limit network restore times. The following table provides approximate restore times after a restore has started for various bandwidths and data sizes:


Total Restored Data (MB)

20

100

1000

4000

10000

Bandwidth (kbps)

Time (in hours)

384

0.1

0.5

4.8

19.3

48.3

1,000

0.1

0.2

1.9

7.4

18.5

1,500

0.1

0.1

1.3

5.0

12.4

> 7,000 or LAN

0.1

0.1

0.4

1,6

4.0

Restore estimations assume at least 60% of the subscribed bandwidth is available for the restore. Network performance, data compressibility, and end user systems may affect restore times.

Should SaskTel, as part of its monitoring function, observe any unusual, abnormal or excessive number of restore requests, then SaskTel reserves the right to contact you and require you to modify your procedures and behavior in this area.

C. The Server Data Backup Service

When used in accordance with the following usage requirements and guidelines, the Service provides on-line backup protection for the operating systems defined in Section D. The Service is able to protect applications, open files, open databases, and registry and security information.

To deploy the Service you download a software module (the “Server Data Backup Agent”) on to each protected server which you have registered. Once configured and deployed, the Server Data Backup Agent replicates the selected data in its entirety (the “Initial Backup”) to one of SaskTel’s backup appliances and/or offsite data storage backup vaults (the “Server Data Backup Server”). After the initial Backup, only changes to files and databases selected for backup on the protected server (the “Changes”) are sent to the appliance or Server Data Backup Server.

You manage the Service through a web management interface that is personalized with your custom content. A dynamic management page shows you the current status of all of your backup and restore jobs, and enables you to make immediate modifications or requests. You may view an inventory of all data files, current and historic; initiate restores from the web; and view all backup and restore processes.

Your backup and restore processes are also monitored and managed. If any problems arise, SaskTel customer service will notify you and suggest corrective action.

From time to time this Service Level Agreement may change. A modification may include, but is not limited to, changes in system requirements, restrictions, limitations, or bandwidth requirements. You will be notified at least 30 days prior to such a Service Level Agreement change. You are responsible for ensuring that your system conforms to any updated restrictions, limitations or requirements.

In the event that your use of the Service is adversely affecting the operation of the Service, your Service may be terminated by SaskTel without liability to SaskTel or its distributors or suppliers or other end users, upon prior written notice, unless in SaskTel’s sole technical discretion, a technical emergency shall require immediate termination (which shall be without liability to SaskTel, or its distributors or suppliers or other end users) in order to prevent your use of the Service from adversely affecting the effectiveness of the Service for other end users, or to preserve system integrity or prevent network abuse in which case notice shall be provided to you via telephone call and e-mail promptly following such emergency termination. You are responsible for updating SaskTel as to any changes to your email and contact information to facilitate communication of these notices.

D. System Requirements

Each protected server must meet the system requirements as defined in the Services management portal help system (insync.livevault.com - Help) in order to effectively utilize the Service. These requirements may change from time to time.

There are other restrictions associated with other software products (such as open file managers and virus software) as documented in the Service management portal help system

E. Bandwidth Requirements

The Service is able to measure the rate at which data on a protected server is changing. After a few hours of routine operation, during normal business hours, the SaskTel Help Desk will be able to provide an estimate of the completion time for the Initial Backup and an estimate of bandwidth required for your continuous operation of the Service. Bandwidth requirements are based on a combination of rated bandwidth, latency and bandwidth error rates. The estimated completion time will be available on your custom web page.

Changes are sent to the SaskTel Server when there is a Valid Connection between the Protected Server, backup appliance and the SaskTel Server. “Valid Connection” means that the bandwidth actually available between your protected servers and the SaskTel Server is adequate for the amount of data being protected and the rate of the data changes as discussed below. The bandwidth actually available can be affected by other network traffic into or out of your premises and may be affected by occasional or intermittent slowdowns or interruptions in the network path(s) to the SaskTel Server. The Service will continue operation during brief periods when limited bandwidth is available and will automatically resume operation following network interruptions.

However, SaskTel estimates that a typical file system will see a daily change rate of 5%. At this change rate, the expected bandwidth requirement is 20 Kbps per protected gigabyte (“GB”). The following table provides an estimate of the upstream bandwidth required to protect various amounts of data:

Protected GB Bandwidth

6 GB 128 Kbps

20 GB 384 Kbps

60 GB 1.0 Mbps

80 GB 1.5 Mbps

Highly dynamic servers such as mail servers and active database servers may have additional bandwidth requirements. Higher rates of change will result in a linear increase in bandwidth required.

Increased amounts of protected data, increased rates of data change, other demands for bandwidth, or other factors that contribute to latency may, at a given time, limit the effectiveness of your use of the Service.

F. Initial Protection Time Requirements

The Initial Backup process for each protected server must complete before a protected server is fully protected by the Service. This process may take several days. Data transfer rates for the Initial Backup can be estimated at 2 GB per day for each 256 Kbps of available bandwidth. The data transfer rate may improve by as much as 50% when a few large files, as opposed to an equivalent amount of data consisting of many smaller files, are being protected. Typically, if only the minimum bandwidth is available for the given capacity, it could take nine days or more to complete the Initial Backup. It is recommended that you have enough bandwidth to complete the Initial Backup for any single large file in five days or fewer. Extended network interruptions can force a retransmission of the current file, thereby delaying your Initial Backup.

G. Customer Service

The Service provides you with access to customer service as more fully described below:

  • Maintenance Updates to the Server Data Backup Agent. Updates include any corrections and patches to the Server Data Backup Agent and the Service as well as any available improvements of existing features.
  • Technical support for the Service will be provided 24 hours, 7 days per week (24 X 7).