These terms and conditions apply when a CrashPlan PROe or SharePlan customer (“Customer”) has purchased “Managed Private Cloud Services,” which includes the following: (1) a license to the applicable Software, (2) one or more of Code42’s servers to be located on the Customer’s (or its agents’) premises and on which the server Software is installed (“Managed Appliance”); and (3) Monitoring for the Managed Appliance. The following terms and conditions apply during the Subscription Term for the Managed Private Cloud Services. Capitalized terms that are used but not defined within this document have the meanings given to those terms in the underlying agreement between Customer and Code42, which may be a written master services agreement or Code42’s end user license agreement.
A. Managed Private Cloud Services. The Managed Private Cloud Services include Support of the Software and Managed Appliance and 24x7 remote Monitoring of the Software and Managed Appliance. Managed Private Cloud Services will not be performed if Customer has attached its own hardware (or mounted a file system from its own hardware) to a Managed Appliance. Managed Private Cloud Services are remote services and do not include on-site services. PLEASE NOTE: Certain manufacturers of Managed Appliances provide support (which may include on-site services) in relation to their equipment (“Manufacturer Support”); Customer may purchase Managed Appliances that include such Manufacturer Support, however this documentation does not address (and the term “Managed Private Cloud Services” does not include) the Manufacturer Support provided by the manufacturer(s) of such Managed Appliances.
B. Fees. Code42 will invoice Customer for Managed Private Cloud Services at the commencement of each Subscription Term. Managed Private Cloud Services terminate at the end of any applicable Subscription Term, unless renewed by the Customer.
C. Access Restrictions. The Managed Private Cloud Services and Support provided by Code42 are directly affected by Customer restriction limitations, as described below. Any access allowed by Customer as part of the Monitoring merely enables the transmission of data related to the health of the Managed Appliance and Software; Customer Data (i.e., the backed up data) is not transmitted as part of the Monitoring.
- Managed Private Cloud Services – Unrestricted Access. Unrestricted Managed Private Cloud Services typically consist of the alerting and diagnosing of Managed Appliance and/or Software defects and warnings, including disk errors, detection of power supply failures, disk capacity checks, network connectivity, operating system issues, Software issues, and other adverse conditions related to the Managed Private Cloud solution.
When access to the Managed Appliance is unencumbered by Customer, Managed Private Cloud Services generally include the following:
- Proactive diagnosis of the issue and potential resolution of it without need for Customer or its agents’ involvement (short of notification to Customer via a Support ticket);
- Scheduling of downtime with Customer to resolve issues or update the Managed Appliance;
- Coordination of the ordering and shipping of replacement Managed Appliances or parts once address and contact details are confirmed by Customer;
- Scheduling Managed Appliance operating system and Software updates on an as-needed basis (to fix issues detected, add business critical features, or maintain compatibility); and
- Responding to Support tickets submitted by Customer or its agents concerning the Managed Appliance.
- Managed Private Cloud Services – Limited Access.
When Code42's access to the Managed Appliance is limited by Customer such that Monitoring is allowed but Support is limited to screen share only with Customer’s local LAN computer, then Code42 will proactively reach out to Customer’s primary and secondary Monitoring contacts via a Support ticket or phone call to request a screen sharing session to enable Code42 to diagnose, and potentially resolve, the issue.
Code42 cannot guarantee complete management of the Managed Appliance and Software or conformance to established Support SLAs when Managed Private Cloud Services are provided with such Limited Access, as such limitation can lead to significant delays, longer Managed Appliance outages, unresolved security issues, and increased risk (including data corruption or data loss).
- Managed Private Cloud Services – No Access.
When Code42's access to the Managed Appliance is disallowed by Customer for Monitoring and/or Support, then Customer or its agents must physically and visually monitor the Managed Appliance and engage Code42 for assistance with any possible issues or defects.
Code42 cannot guarantee complete management of the Managed Appliance and Software or conformance to established Support SLAs when Managed Private Cloud Services are provided with No Access being permitted, as such limitation can lead to significant delays, longer Managed Appliance outages, unresolved security issues, and increased risk (including data corruption or data loss).
D. On-site Managed Private Cloud Services. Managed Private Cloud Services are remote services and do not include on-site services. If Customer and Code42 agree that Code42’s on-site services are needed in connection with Managed Private Cloud Services, then Customer will pay (or reimburse Code42 for) all Customer-approved travel, lodging, meals and other incidental expenses reasonably incurred by Code42 in connection with furnishing such on-site Managed Private Cloud Services to Customer.
- Managed Appliance Warranty. Provided that Customer is up-to-date on its subscription for Managed Private Cloud Services, Code42 warrants that the Managed Appliance will be free from defects in material and workmanship for five years from the date of Customer’s purchase of the Managed Appliance. In the event of a breach of this warranty, Customer must notify Code42 of the warranty claim by contacting Code42’s Premium Enterprise Support team (https://code42.com/r/support/mpc-support), and Customer’s exclusive remedy will be for Code42 to repair or replace the Managed Appliance so that it performs in accordance with the warranty. If Customer stops purchasing Managed Private Cloud Services and subsequently elects to re-start Managed Private Cloud Services, Customer will pay Code42 a catch-up payment equal to the amount of fees which would have been due during such period for the Managed Private Cloud Services, plus an additional $2,500 (USD) fee for recertification of each Managed Appliance.
- Warranty Conditions and Exclusions. The Managed Appliance warranty specified above: (a) is only available if Customer is up-to-date on its subscription for Managed Private Cloud Services; (b) is conditioned upon Customer providing Code42 with any necessary information, resources (such as electricity), and access (including on-site access) needed for Code42 to repair or replace the Managed Appliance; (c) does not cover defects or other issues that are due to acts of nature (such as fires, flooding, storms, earthquakes or the like); (d) does not cover defects or other issues that are due to misuse or abuse (such as use of incorrect line voltages, use of incorrect fuses, use of incompatible devices or accessories, improper or insufficient ventilation, or failure to follow operating instructions), accidental dropping or water damage (by any party other than Code42), or movement of the Managed Appliance after its installation; and (e) does not include installation, de-installation, relocation, or training assistance with respect to the Managed Appliance.
- Manufacturer Support. If Customer has purchased one or more Managed Appliances that include Manufacturer Support (as defined above), please note that this documentation does not address (and the term “Managed Private Cloud Services” does not include) the Manufacturer Support provided by the manufacturer(s) of such Managed Appliances. It is important that Customer review the documentation provided by the relevant manufacturer in relation to such Manufacturer Support, as terms and conditions vary from those set forth in this documentation.
- Disclaimer. CODE42 MAKES NO OTHER WARRANTIES, AND HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE MANAGED APPLIANCES AND MANAGED PRIVATE CLOUD SERVICES.
F. Installation and Deployment. If Customer has elected to receive Code42’s Professional Services for the installation, configuration and/or shipment of the Managed Appliance(s), then related terms and conditions shall be set forth on the applicable Statement of Work or other agreement between Customer and Code42. Customer will have access to the Code42 Subscription Services upon deployment of the Managed Appliances on-premises at the location(s) specified by Customer.
G. Critical Updates. If a bug fix or security update is deemed critical by Code42, Code42 will alert Customer of the need to install such fix or update, and such alert shall be communicated via the subscribed electronic method (if any) (http://www.code42.com/supportnotifications) or via Code42’s web ticketing system. If, within 72 hours of Code42’s alert, Customer does not install such fix or update or otherwise affirmatively opt out of installing such fix or update, then Code42 will automatically install such fix or update on the Managed Appliance and/or on any hardware dedicated to Customer within Code42’s possession or control. Such automatic installation may include a restart of Customer’s Managed Appliance or other hardware, if needed as part of the critical fix or update.