SPC Cloud Backup Service Agreement

By submitting your first payment to Simplified Professional Consulting (SPC), you agree to the following terms and conditions (the "Agreement") governing your use of the SPC Cloud Backup Service (the "Service"), which shall be in effect and binding for the entire duration of your receipt of the Service. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the terms "You" or "Your" shall refer to such entity. If you do not have such authority, or if you do not agree with these terms and conditions, you may not use the Service.

SPC agrees to provide you the Service for any Electronic Data Storage Devices you choose to enroll (hereinafter "Storage Devices") according to the Plan Option selected, in accordance with the following Terms and Conditions.

Service Level Agreement

1. Data Availability

SPC assures that our Service will be accessible at least 99.9% of the time within any given twelve (12) month period of time. This excludes scheduled maintenance periods, any act of God or force majeure, war, fire, natural disaster, accident, riots, acts of government, shortage of materials or supplies, failure of any transportation or communication system, non-performance of any of your agents or your third party providers (including, without limitation, the failure or performance of common carriers, interchange carriers, local exchange carriers, internet service providers, suppliers, subcontractors), failure of one of our data centers to comply with their SLAs, or any other cause beyond our reasonable control.

In the event of an unscheduled outage that exceeds the previously defined limit, when computed on an annual basis from a point in time, SPC's liability shall be limited to your prorated charges for the outage time. You must notify SPC at support@simplifiedpc.com within 30 calendar days of the unscheduled outage that exceeds the previously defined accessibility threshold. After receiving your notification of the outage SPC will provide a credit for the excess outage on your next invoice, provided that said outage occurred for reasons other than those excluded above. Once such credit is given, computation of excess outage time shall begin a new starting with the day following the previous outage.

2. Data Security

Data is compressed and encrypted on your computer prior to transmission and sent over the internet via Secure Socket Layer (SSL) and stored on the servers encrypted.

SPC do not store encryption key on our servers. It is the sole responsibility of the customer to put in and maintain encryption key used for encrypting files. SPC will not be able to decrypt any files if encryption key is lost. This also ensures nobody will be able to read files stored at our servers. This encryption key is needed on any restore done from our servers.

All SPC storage servers are set up with fault tolerant RAID arrays and are configured to backup all client data to redundant servers. Each server contains redundant cooling and power supply systems. These servers are located in a data center complete with a fully independent Electrical Distribution Matrix, power backup through power distribution units (A+B), and UPS (onsite backup diesel generator tested weekly), state-of-the art fire detection system, 690 tons of cooling, 24x7 onsite security, alarm system with camera surveillance, and secure entrances including mantraps, biometrics, keycard access, and multi-factor authentication. The backup solution does not provide geographical redundancy.

3. Confidentiality

"Confidential Information" means any information (without regard to the medium on which such information may be recorded, whether written, visual, audio, graphic, computerized or otherwise) concerning or relating to your property, business and affairs and specifically includes data transmitted from any Storage Device to SPC Servers. Confidential Information shall be held in confidence by SPC and shall be used only for the purposes provided for in this Agreement and the End User License Agreement. SPC shall use the same degree of care to safeguard your Confidential Information as it utilizes to safeguard its own Confidential Information. SPC may comply with any subpoena or similar order related to data on the server located within a SPC authorized facility, provided that SPC notifies you promptly upon receipt thereof, unless such notice is prohibited by law. You shall pay SPC reasonable charges for such compliance.

In the event that Customer has reason to believe that his/her Customer Information has been accessed by an unauthorized party, compromised, or otherwise breached, please contact our technical support department at 714.558.7158 x102.

Terms and Conditions

1. Term of Agreement

Your agreement with SPC shall be month to month, or yearly. Early cancellation for prepaid service is addressed in Section 4 below.

2. Service Fees

All charges for the Service under this Agreement shall be as specified in the pricing schedule. The monthly fee for the Plan Option you selected shall remain fixed for prepayments under the service plan. Otherwise, SPC reserves the right to alter its fees at any time. You will be provided with thirty (30) days' advance notice of any changes.

3. Payments

An invoice will be sent to you each month. Payment is due within 15 days of receipt of invoice. If you have chosen to prepay for the Service, your remaining credit will be reflected on each invoice. If you fail to pay any outstanding charges for a period of seventy-five (75) days after the date of the invoice, SPC may, after giving ten (10) business days notice by email, at its option (a) cease providing the Service and delete all data transmitted to it by you and/or (b) refuse requests to restore your data. IN THE EVENT SPC TAKES ANY ACTION PURSUANT TO THIS SECTION, IT SHALL HAVE NO LIABILITY TO YOU OR ANYONE CLAIMING BY OR THROUGH YOU. Nothing herein shall preclude SPC from pursuing other remedies authorized by statute or otherwise.

4. Cancellation Rights and Charges

Month to month or yearly service can be cancelled at any time, with your final invoice reflecting your final month of service.

In the event that you prepay for services, you will not be eligible for a refund or credit in the event you decide to terminate Service.

If, during your first month, you decide that you do not want to continue with the Service, you may cancel the Service on or before the due date on the invoice and ignore the initial invoice.

Notice of cancellation should be sent to SPC and should include company name, contact name, telephone #, address and requested cancellation date.

5. Ownership Warranty

You warrant that you are the owner or legal custodian of the data transmitted to SPC Cloud Backup pursuant to the terms of this Agreement and that you have full authority to transmit said data and direct its disposition in accordance with the terms of this Agreement.

6. Indemnification

You agree to fully indemnify and hold harmless SPC and its employees and agents for any liability, cost or expense (including litigation expenses and reasonable attorneys' fees) arising out of (i) SPC' possession of your data, or (ii) your breach of the terms and conditions of this Agreement.

7. Third Party Indemnification

You agree to fully indemnify and hold harmless any resellers, suppliers or licensors for any and all claims relating to the Service, or otherwise relating to the SPC Cloud Backup Licensed Software, including, but not limited to, any cause of action based on warranty, contract, tort, strict liability, patent, equity or copyright infringement or misappropriation of intellectual property.

8. Modification; Authority; Assignment

SPC may modify any aspect of this Agreement upon 30 day prior notice. Should you wish to terminate the Service as a result of such modification, you may do so by sending a Termination Notice to SPC any time prior to the effective date of such modification. You acknowledge that you have the authority to enter in to this Agreement on behalf of your company and that you may authorize other individuals to purchase additional services. This Agreement binds any of your authorized users, as well as your heirs, executors, successors, and assigns and cannot be changed orally. As a condition precedent to your installation of the Service, you must elect to accept the End User License Agreement and this Service Contract. In the event you elect not to accept such agreements, this Agreement shall automatically terminate without further action or notice and without liability to any party. CUSTOMER IS ADVISED TO CAREFULLY REVIEW THE END USER LICENSE AGREEMENT AS WELL AS THIS SERVICE CONTRACT FOR IMPORTANT INFORMATION REGARDING SERVICE REQUIREMENTS, USAGE RESTRICTIONS AND SUPPORT FUNCTIONS RELATING TO THE SERVICE. This Agreement may not be assigned by you (other than to an affiliate which shall assume the obligations of its assignor by written instrument) without the written consent of SPC, which shall not be unreasonably withheld or delayed. This Agreement may be terminated and/or assigned by SPC to any authorized provider of the Service by giving 30 day notice to you.

9. Governing Law; Jurisdiction

This Agreement is governed by the laws of the State of California, excluding its conflicts of laws principles. You hereby submit to the exclusive jurisdiction of the federal and state courts of the State of California, Orange County; provided, however, that SPC shall have the right to institute judicial proceedings against you or anyone acting by, through or under you, in other jurisdictions in order to enforce SPC rights hereunder through reformation of contract, specific performance, injunction or similar equitable relief.

10. General

This Agreement, the End User License Agreement, and any supplemental agreements with respect to the Service constitute the entire understanding between SPC and you with respect to subject matter hereof. Terms and conditions as set forth in any purchase order which differ from, conflict with, or are not included in this Agreement, shall not become part of this Agreement unless specifically accepted by SPC in writing. You shall be responsible for and shall pay, and shall reimburse SPC on request if SPC is required to pay any sales, use, value-added or other tax (excluding any tax that is based on SPC net income), assessment, duty, tariff, or other fee or charge of any kind or nature that is levied or imposed by any governmental authority on the Service.