iland Internet Solutions Corporation - FY2020-021 DocuSign Envelope ID:928CA42C-2340-4B2C-8DB3-1E34C67764BD
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VEEAM SERVICE AGREEMENT
This VEEAM SERVICE AGREEMENT (this "Agreement") is entered on 7 / 3.1,/ 19 (the
"Effective Date"), between Q41 F g A,A/C4-10 PALOS v E i .D
(the "Customer"), iland Internet Solutions Corporation, a Texas corporation (the "US Provider"),
iland Europe Limited, a company formed and existing under the laws of England and Wales (the "UK
Provider"), and iland Cloud Pte. Ltd., a company formed and existing under the laws of Singapore
(the "Singapore Provider"), iland Australia Pty Ltd, a company formed and existing under the laws
of New South Wales (the "Australian Provider"), and iland Nederland B.V., a company formed and
existing under the laws of the Netherlands (the "Dutch Provider") together with the US Provider, the
UK Provider, the Singapore Provider and the Australia Provider, the "Providers" and each, a
"Provider".
In consideration of the above recitals and the mutual covenants contained herein, and for other good
and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, the
Parties agree as follows:
ARTICLE 1
DEFINITIONS
In this Agreement:
Section 1.1 "Monthly Fee" means the aggregate Monthly Fees on the relevant Order.
Section 1.2 "Order" means a request for services submitted by the Customer to the
Provider that have become binding after the Customer and Provider have affirmatively agreed to all
terms and conditions concerning the requested services.
Section 1.3 "Third Party" means any person other than a Party or its affiliates.
ARTICLE 2
SERVICES
Section 2.1 Description of Services. The Provider shall use its reasonable efforts to
provide the resources comprising a cloud based infrastructure (the "Cloud Resources") with the
specifications set in an Order (the "Specifications"), in each case to the Customer, and the
Customer shall compensate the Provider at the rates set out in such Order, in each case subject to
the terms and conditions set out in this Agreement until this Agreement is terminated.
Section 2.2 Service-Specific Provisions. The terms set out on each Schedule accessible
at http://www.iland.com/legal/service-schedule (each as may be updated from time to time at the
Provider's sole discretion) are hereby deemed to be incorporated into each Order into which such
Schedule's terms are to be incorporated pursuant to the terms of such Schedule. The relevant
Provider shall provide reasonable notice to the Customer whenever the terms of an applicable
Schedule are updated, and such updated Schedule shall become binding on the Customer and the
relevant Providers on the thirtieth day following the date on which such notice is provided to the
Customer.
Section 2.3 Renewal and Billing Commencement. Billing in respect of the Orders issued
under this Agreement will commence on the date that the Provider confirms that the Cloud Resources
have been handed off to the Customer and will remain in effect until the end of the initial service
term ("Initial Term"), provided that those Orders will renew automatically for successive terms
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equal in length to the Initial Term (each, a "Successive Term") on the final day of the Initial Term
and each Successive Term, unless (a) either Party has given 30 days' notice to the other Party that
this Agreement shall terminate on the final date of the then-current Initial Terms or Successive Term,
or (b) this Agreement is otherwise terminated prior to the final day of the then-current Initial Term
or Successive Term in accordance with this Agreement.
Section 2.4 Changes to Resources. Customer requested changes to the resources in an
Order that has already been deployed at the time of the request shall not be effective until the
Provider has confirmed that the requested changes have been performed.
ARTICLE 3
TERMINATION
Section 3.1 Termination Following Breach. If the Provider fails to perform its obligations
or otherwise violates the terms or conditions of this Agreement and such default continues for a
period of ten (10) days after receipt of a written notice describing the default, then the Customer
may terminate this Agreement along with all Orders issued under this Agreement upon written notice
to the Provider at cancellations@iland.com. If the Customer fails to perform its obligations or
otherwise violates the terms or conditions of this Agreement and such default continues for a period
of ten (10) days after receipt of a written notice describing the default, then the Provider may
terminate this Agreement, and the Customer shall pay to the Provider promptly following such
termination•a termination fee equal to the aggregate Monthly Fees that would have been payable
through the end of the then-current Initial Term or Successive Term if this Agreement had not been
terminated.
Section 3.2 Hardware Costs. If the Provider procures hardware from third parties that
was specifically requested or required by the Customer for the purpose of providing services to the
Customer under an Order and the Provider terminates that Order due to breach by the Customer
under Section 3.1 of this Agreement, upon receiving notice of that termination the Customer shall
promptly reimburse the Provider for the depreciated value of that hardware.
Section 3.3 Data Deletion upon Termination. Upon the expiration or termination of an
Order issued under this Agreement, Provider will delete all the Customer's data and software stored
on the Cloud Resources so terminated within ninety (90) days following termination. The Customer
is responsible for migrating the Customer's data residing on the Cloud Resources prior to the
termination of this Agreement at the Customer's expense.
ARTICLE 4
COMPENSATION AND INVOICING
Section 4.1 Billing and Payment Terms. The Provider shall issue invoices to the
Customer on a quarterly basis. Each invoice will reflect the services to be provided by the Provider
to the Customer during the upcoming quarter, except charges that are dependent on usage of
service, which shall be invoiced in arrears. The Customer shall pay each invoice within thirty (30)
days following the date of such invoice. The Customer shall pay any relevant set up fees and any
security deposit on an Order concurrently with the execution of that Order. Invoices remaining
unpaid five (5) days after being due and payable shall incur a $75 late fee and shall accrue late
payment interest at fifteen percent, accruing daily. In addition, the Customer shall promptly following
demand reimburse each Provider for its reasonable and necessary costs of collection incurred,
including, without limitation, reasonable attorneys' fees.
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Section 4.2 Taxes and Fees. All charges for service are exclusive of applicable taxes and
the Customer will be responsible for all taxes and Third Party fees that arise in any jurisdiction.
Section 4.3 Software Acquisition Costs. Software prices set out in Orders issued under
this Agreement are subject to increase if the Provider's costs of acquiring rights to Third-Party
software that forms a part of the services to be provided by the Provider to the Customer increase
following the date of this Agreement, in which case the Provider may, upon notice to the Customer,
increase the price of the relevant services by an amount commensurate with the increase in the costs
of acquiring the rights to such Third-Party software. Any price increases allowed under this Section
shall be limited to increases of ten percent (10%) per Term of an Order.
ARTICLE 5
LIMITATION OF LIABILITY
Section 5.1 Express Warranties Only. THE PRODUCTS AND SERVICES TO BE
PROVIDED BY THE PROVIDER ARE PROVIDED AS IS, WITH ALL FAULTS. THE PROVIDER
EXCLUDES ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY
PRODUCT OR SERVICE PROVIDED BY THE PROVIDER, INCLUDING, WITHOUT LIMITATION,
WARRANTIES FOR MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR
SATISFACTORY QUALITY OR WHETHER AT COMMON LAW OR IN CONTRACT OR TORT OR
BY STATUTE, OR OTHERWISE. THE CUSTOMER EXPRESSLY ASSUMES THE RISK OF DATA
LOSS, DOWNTIME AND EQUIPMENT DAMAGE RELATING TO THE USE OF THE PROVIDER'S
SERVICES.
Section 5.2 Software Licenses. The Customer expressly acknowledges that the Provider
may provide the Customer with a license or the right to use software under the terms of a separate
license from a Third Party licensor. THE CUSTOMER EXPRESSLY ACKNOWLEDGES THAT ITS
RIGHTS TO USE SUCH SOFTWARE ARE LIMITED TO THE RIGHTS PROVIDED BY THE THIRD
PARTY LICENSOR AND THAT ANY AND ALL CLAIMS THAT THE CUSTOMER MAY HAVE
CONCERNING OR RELATING TO SUCH SOFTWARE PROVIDED TO THE CUSTOMER BY THE
PROVIDER, REGARDING THE PERFORMANCE OR THE FUNCTIONALITY OF SUCH SOFTWARE
OR ANY SERVICES RELATED THERETO, SHALL BE BROUGHT EXCLUSIVELY AGAINST THE
THIRD PARTY LICENSOR OF SUCH SOFTWARE AND NOT AGAINST THE PROVIDER. THE
PROVIDER DOES NOT MAKE ANY WARRANTIES CONCERNING THE PERFORMANCE OR
FUNCTIONALITY OF ANY SOFTWARE (INCLUDING OR ANY SERVICES RELATED THERETO)
DISTRIBUTED BY THE PROVIDERS AND HEREBY DISCLAIM AND EXCLUDE ALL SUCH
WARRANTIES INCLUDING, WITHOUT LIMITATION, WARRANTIES FOR
MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR SATISFACTORY
QUALITY OR WHETHER AT COMMON LAW OR IN CONTRACT OR TORT OR BY STATUTE, OR
OTHERWISE.
Section 5.3 No Consequential Damages. THE PROVIDER WILL NOT BE LIABLE TO
THE CUSTOMER OR ANY OTHER PERSON FOR SPECIAL, INCIDENTAL, EXEMPLARY,
PUNITIVE, MULTIPLE, CONSEQUENTIAL OR INDIRECT DAMAGES, INCLUDING, WITHOUT
LIMITATION, DAMAGES FOR LOSS OF GOODWILL OR BUSINESS PROFITS, LOSS OF
REVENUE, WORK STOPPAGE, DATA LOSS, OR COMPUTER FAILURE OR MALFUNCTION,
WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACT, OR OTHERWISE, EVEN IF
THE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Section 5.4 Limitation on Direct Damages. The Provider's total aggregate liability to the
Customer and its affiliates arising under or relating to this Agreement shall not exceed the Monthly
Fee. The Provider shall not have any liability to the Customer in respect of (a) the costs of reloading,
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replacing, or recreating any of the Customer's lost or damaged information, data or software; or (b)
the loss of the Customer's information, data or software.
Section 5.5 Indemnification for Statutory Liability. The Customer shall defend,
indemnify, and hold each Provider and its affiliates and its and their respective officers, directors and
employees harmless from any and all claims and proceedings by governmental entities arising from
the Customer's use of the Providers' networks and services for the storage of personal information,
whether pursuant to Massachusetts Regulation 201 CMR 17.00, the U.S. Health Insurance Portability
and Accountability Act of 1996, the U.S. Health Information Technology for Economic and Clinical
Health Act, the General Data Protection Regulation, or, in the case where the Customer must comply
with United Kingdom law in the event of an exit from the European Union, the Customer must indicate
which data regulation it requires iland to comply with a sixty (60) day advanced written notice; and
other applicable data protection laws and regulations, all of which as amended from time to time or
other data protection laws and regulations.
Section 5.6 Reasonableness. The Customer acknowledges that the limitations and
exclusions of liability set out in this ARTICLE 5 are reasonable that that the Provider would not have
been willing to provide products or services to the Customer for the prices set out in this Agreement
and on the other terms set out in this Agreement absent such limitations and exclusions.
ARTICLE 6
MISCELLANEOUS
Section 6.1 Confidentiality. Neither Party shall divulge confidential information provided
to such Party by the other Party or use such confidential information for purposes other than fulfilling
its obligations under this Agreement, and each Party shall take all reasonable steps to ensure that
each of its affiliates will not divulge such information to any other person. The confidentiality and
limitation of use obligation set out in this Section 6.1 shall survive for one year following termination
of this Agreement. The confidentiality and limitation of use obligation shall not apply where the Party
receiving confidential information can show that (a) such information is already known to such Party
or its representatives or to others not bound by a duty of confidentiality, (b) such information is or
becomes publicly available through no fault of such Party or its representatives, (c) the furnishing or
use of such information is required by, is necessary, or is appropriate in connection with legal
(whether judicial, administrative, or legislative) proceedings, or (d) such information is developed by
such Party independent of this Agreement.
Section 6.2 Legal Compliance Generally. Each Party shall comply in all material respects
with all laws, ordinances, statutes, codes, rules, and regulations that apply to its services, products,
materials, equipment, employees, or work sites to be used in performing its obligations under this
Agreement or any Order issued under this Agreement; provided, however, that such Provider's
obligations as set out in this Section 6.2 shall not impair any Provider's right to be indemnified
pursuant to Section 5.5.
Section 6.3 Personal Data. Each Party agrees that in relation to any personal data (as
defined in applicable privacy laws in the jurisdictions in which the Services are being carried out)
that it has or gains access to in connection with carrying out its obligations under this Agreement
shall be processed in accordance with the requirements of applicable data privacy laws.
Section 6.4 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas (excluding principles of conflicts of laws that would
require application of the substantive laws of another jurisdiction). Venue for the institution of any
legal proceeding arising under this Agreement or any Order issued under this Agreement shall
exclusively be in Houston, Texas.
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Section 6.5 Entire Agreement. This Agreement is the entire agreement between the
Parties concerning the subjects hereof. All prior negotiations, representations, understandings, and
partial agreements concerning the subject matter of this Agreement are superseded by this
Agreement.
Section 6.6 Amendments. No amendment, modification, waiver, or release of the
provisions of this Agreement shall be binding unless a writing of like import exists that (a) specifically
identifies the amended, modified, waived, or released obligation, (b) describes the nature of the
amendment, modification, waiver, or release, and (c) is signed by each Party.
Section 6.7 Assignment. No Party may assign its rights or obligations under this
Agreement to any person without the consent of the other Party, provided that the Provider may
assign its rights and obligations under this Agreement to any person that acquires all or substantially
all of the Provider's assets without the Customer's consent. Any purported assignment without such
consent shall be void.
Section 6.8 Publicity. The Customer hereby grants to each Provider permission to publicly
identify the Customer as one of such Provider's customers. The Customer may revoke this
permission at any time by giving notice of such revocation to the Providers.
Section 6.8 Notice. All notices, requests, demands, and other communications specifically
required or authorized by this Agreement shall be written and shall be (a) mailed by registered mail or
certified mail, return receipt requested, postage prepaid, to the recipient's address set out on the
signature page of this Agreement, or (b) sent by recognized international courier to the recipient's
address set out on the signature page of this Agreement with all delivery fees prepaid. A Party may
change its contact information by sending a notice to the other Parties complying with these notice
requirements.
This Veeam Service Agreement is hereby executed as of the Effective Date.
For[Customer name] For iland Cloud Pte. Ltd.:
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Veeam Service Agreement(Global) iland
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For iland Europe Limited: For iland Australia Pty Ltd
Scott Sparvero, Director Scott Sparvero, Director
Date Date
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