Terms & Conditions

Master Subscription and Services AgreementLast updated on 13 Oct 2026

PLEASE READ THESE TERMS CAREFULLY. These Terms & Conditions, including the Service Levels and Support terms in Schedule A (this "Agreement"), govern access to and use of FileScience's cloud-to-cloud backup and recovery services. By creating an account, starting a trial, placing an order, accepting a quote or order form that references this Agreement, paying for the Services, or accessing or using the Services, you agree to this Agreement on behalf of yourself and the organization you represent (referred to in this Agreement as "Customer"). No signature is required. This Agreement contains exclusive remedies for data loss and service levels, limitations of liability, a jury-trial waiver, and a class-action waiver (Articles 8, 14, and 15). If you do not agree, do not create an account or use the Services.

This Agreement is between FileScience, LLC ("FileScience") and the organization or individual that accepts it under Section 1.4 ("Customer") (each, a "Party"). It takes effect on the date Customer first accepts it (the "Effective Date").

Contents

1. Definitions, Acceptance, and Interpretation

1.1 Definitions

Capitalized terms have the meanings given below or where first defined in this Agreement.

  • (a) "Account" means the FileScience account through which Customer accesses and administers the Services.
  • (b) "Affiliate" means an entity that controls, is controlled by, or is under common control with a Party, control meaning ownership of more than 50% of the voting or equity interests or the power to direct management.
  • (c) "Authorized Restore Contact" means an individual designated by Customer in the Services dashboard, in an Order, or by written notice as authorized to request and approve Assisted Restores, Legal Holds, deletions, and changes to retention or backup settings. Until Customer designates otherwise, Customer's Account owner and users with administrator privileges are Authorized Restore Contacts.
  • (d) "Authorized User" means an employee, partner, member, contractor, or agent of Customer or its Affiliates (or, for a Service Provider Customer, of its End Clients) whom Customer authorizes to use the Services.
  • (e) "Backup" means a point-in-time copy of Customer Data captured by the Subscription Services from a Protected Platform.
  • (f) "Client Data" means Customer Data that belongs to or concerns Customer's own clients, patients, or customers (including End Clients), or that is subject to the attorney-client privilege, the work-product doctrine, an accountant-client or similar privilege, or a professional duty of confidentiality.
  • (g) "Customer Data" means all data, files, email, messages, metadata, and other content ingested by the Services from a Protected Platform or otherwise submitted by or for Customer, including Client Data, but excluding Usage Data.
  • (h) "Customer-Designated Storage" means any storage environment owned or controlled by Customer (not FileScience) that Customer designates to receive Backups, exports, or restored data.
  • (i) "Documentation" means FileScience's then-current user guides and technical specifications for the Services, excluding marketing materials, website content, and sales communications.
  • (j) "End Client" means a third party whose data a Service Provider Customer backs up or recovers using the Services under Section 2.5.
  • (k) "Fees" means the fees stated in an Order or SOW or, if none are stated, in FileScience's then-current pricing for the plan Customer selects, and all other amounts payable by Customer under this Agreement.
  • (l) "Free Services" means trials, evaluations, free plans, proofs of concept, and other Services provided without charge.
  • (m) "Legal Hold" means a setting, applied at Customer's written direction, that suspends the expiration and deletion of specified Backups until Customer releases it.
  • (n) "Order" means (i) an online order, plan selection, or checkout completed through FileScience's website or the Services dashboard, and (ii) an order form, quote, proposal, or renewal confirmation issued by FileScience that references this Agreement and that Customer accepts by signature, electronic acceptance, email confirmation, issuing a purchase order, or paying the Fees stated in it. Each Order incorporates this Agreement.
  • (o) "Professional Services" means onboarding, configuration, migration, Assisted Restore, recovery orchestration, export, consulting, and similar services described in an Order or SOW.
  • (p) "Protected Platform" means each Third-Party Platform identified in an Order or connected to the Services by or for Customer from which Customer Data is backed up.
  • (q) "Recovery Point" means a Backup version of Customer Data that is available for restore or export.
  • (r) "Retention Policy" means the retention settings for Backups selected by Customer in the Services or stated in an Order.
  • (s) "Security Incident" means a confirmed unauthorized access to, or acquisition, disclosure, or loss of, Customer Data in systems controlled by FileScience or its Subprocessors. It excludes unsuccessful attempts (such as pings, port scans, and failed log-ins) and incidents caused by Customer, its Authorized Users, its End Clients, compromised Customer credentials, or a Third-Party Platform.
  • (t) "Services" means the Subscription Services, the recovery services described in Article 3, Support, Professional Services, and Free Services.
  • (u) "SOW" means a statement of work that references this Agreement and is agreed in writing (including by email or electronic acceptance) by both Parties.
  • (v) "Subprocessor" means a third party, including a cloud hosting provider, that processes Customer Data on FileScience's behalf.
  • (w) "Subscription Services" means FileScience's hosted cloud-to-cloud backup and recovery service, including its dashboard, backup engine, encrypted storage, recovery viewer, and export tools.
  • (x) "Subscription Term" means the Initial Term and all Renewal Terms of an Order.
  • (y) "Third-Party Platform" means any software, cloud service, or infrastructure not provided by FileScience, including Microsoft 365, Google Workspace, Box, Clio, NetDocuments, iManage, and Customer-Designated Storage.
  • (z) "Usage Data" means technical and statistical data about the use and performance of the Services (such as job logs, data volumes, and error rates), excluding the content of Customer Data.

1.2 Interpretation

"Including" means "including without limitation"; headings do not affect interpretation; "days" means calendar days unless business days are specified (a business day being a weekday on which banks in New York, New York are open); and "written" includes email and notices given through the Services dashboard, except where Section 15.5 requires otherwise. No rule construing ambiguities against the drafting Party applies.

1.3 Order of Precedence

In a conflict, the following order applies: the body of this Agreement, Schedule A, an Order, an SOW, and the Documentation, subject to Section 1.5. An Order or SOW overrides the body of this Agreement only where it expressly identifies the Section it modifies and is signed by an authorized officer of FileScience. Terms in any Customer purchase order, procurement, vendor-onboarding, or invoice portal, supplier code of conduct, client or outside counsel guidelines, or other Customer form have no effect, even if FileScience accepts, signs, or performs under that document.

1.4 Acceptance; No Signature Required

Customer accepts this Agreement, and each Order, when Customer or anyone acting on its behalf does any of the following:

  • (a) creates or registers an Account or starts a trial;
  • (b) places an Order online, or selects or changes a subscription plan;
  • (c) signs, electronically accepts, or confirms by email a quote, order form, or proposal that references this Agreement, or issues a purchase order against one;
  • (d) pays an invoice or Fees for the Services; or
  • (e) accesses or uses the Services.

No signature by either Party is required to form this Agreement or any Order, and each acceptance has the same effect as a handwritten signature under the federal Electronic Signatures in Global and National Commerce Act and the New York Electronic Signatures and Records Act. An individual who accepts on behalf of an organization represents and warrants that he or she has authority to bind it; if that individual lacks authority, he or she is personally bound by this Agreement to the extent permitted by law. The Services are offered for business and professional use only, and Customer represents that it is not acquiring them for personal, family, or household purposes. FileScience's records of Account registration, Orders, payments, and use of the Services, including the version of this Agreement in effect at the time, are evidence of Customer's acceptance.

1.5 Signed Agreements; Prior Versions

If Customer and FileScience have signed a separate written agreement that expressly governs Customer's use of the Services, that agreement controls, and this Agreement applies only to the extent that agreement incorporates it or does not address a matter. Otherwise, this version of the Agreement replaces all prior versions of FileScience's Terms & Conditions for Customer from the date it takes effect for Customer under Section 15.9.

2. Backup Services

2.1 Access and Use

Subject to this Agreement and payment of Fees, FileScience will make the Subscription Services available to Customer during the Subscription Term and grants Customer a non-exclusive, non-transferable (except under Section 15.3), non-sublicensable right to use them for Customer's internal business purposes, including providing services to its own clients and, for a Service Provider Customer, its End Clients under Section 2.5. Customer may permit its Affiliates and Authorized Users to use the Services, is liable for their acts and omissions as its own, and will bring any claim of an Affiliate on its behalf under this Agreement.

2.2 Backup Functionality

Unless an Order states otherwise, and to the extent supported for each Protected Platform, the Subscription Services include: (a) connection to Protected Platforms through authorized application programming interfaces ("APIs"); (b) automated daily Backups, or more frequent Backups (as often as every ten (10) minutes) where specified in an Order or plan, together with incremental and on-demand Backups; (c) capture of files and records with the metadata the APIs make available; (d) encrypted storage in FileScience-managed cloud storage or, if specified, Customer-Designated Storage; (e) retention under the Retention Policy and Legal Hold capability; (f) a dashboard and recovery viewer for browsing and selecting Recovery Points; and (g) Backup status reporting, including failed jobs and skipped items, with email alerts where configured. FileScience will use commercially reasonable efforts to remedy Backup failures caused by the Subscription Services. Certain features (such as increased frequency, custom retention, Legal Hold, Customer-Designated Storage, recovery orchestration, and priority support) may be available only on specified plans or for additional Fees, as stated in the Order or FileScience's plan descriptions.

2.3 Scope Limitations

The Subscription Services are cloud-to-cloud only; FileScience does not provide on-premises, endpoint, or physical-media backup except under an SOW. FileScience does not guarantee support for every platform, data type, or setting. Unless the Documentation or an Order expressly provides otherwise, the following may not be backed up or restorable: (a) data or metadata that a Protected Platform's APIs do not expose or do not allow to be written back; (b) items exceeding platform or Documentation limits on size, path length, item count, or API rate; (c) temporary, cached, or system-generated data; (d) third-party add-ins, workflows, and custom code; (e) items the connected account lacks permission to read; (f) encrypted, password-protected, or corrupted files, which are backed up, if at all, only as received; and (g) data created and deleted, or changed more than once, between Backup cycles.

2.4 Changes; Beta Features

FileScience may modify the Services but will not materially reduce the core backup and recovery functionality or overall security of paid Subscription Services during the then-current Subscription Term, except as required by law, as a result of a Third-Party Platform change under Section 6.3, or to address a security risk. FileScience will give at least thirty (30) days' notice of any change that materially reduces core functionality, or as much notice as is reasonably practicable. Features designated as beta, preview, or similar ("Beta Features") are optional, are provided "AS IS" without warranty, indemnity, Service Level, or support, and may be discontinued at any time.

2.5 Service Providers and End Clients

If Customer is a managed service provider, IT consultant, reseller, or other organization that uses the Services to back up or recover the data of third parties (a "Service Provider Customer"), it may do so only as permitted by its Order or a written FileScience partner agreement, and: (a) Customer is responsible for each End Client's use of the Services and for the acts and omissions of End Clients and their personnel as if they were Customer's own; (b) Customer represents that it has obtained each End Client's authorization for FileScience's access to and processing of the End Client's data under this Agreement, and Customer is responsible for configuring, monitoring, and restoring End Client data; (c) Customer will bind each End Client to terms that are no less protective of FileScience than this Agreement; (d) End Clients have no rights against FileScience under this Agreement, and Customer is solely responsible for any commitments it makes to End Clients that are not in this Agreement; and (e) FileScience may rely on Customer's instructions concerning End Client data without verifying Customer's authority.

2.6 Free Services

Free Services are provided "AS IS" without warranty, indemnity, Service Level, Service Credit, or support obligation, may be limited, suspended, or ended at any time, and are subject to the liability limit for Free Services in Section 14.2. Unless Customer purchases a paid subscription before a trial or free plan ends, FileScience may permanently delete Customer Data held in the Free Services thirty (30) days after it ends.

3. Recovery Services

3.1 Self-Service Restores and Exports

Through the recovery viewer, Authorized Users with appropriate permissions may select an entire tenant or specific users, mailboxes, sites, matters, workspaces, folders, files, or versions and (a) restore them to their original location (an "In-Place Restore"), (b) restore them to an alternate location, or (c) export them, in each case to the extent supported for the relevant Protected Platform. Exports are delivered in the native format of the items as captured, with available metadata in machine-readable form or as described in the Documentation, and are subject to Section 5.5.

3.2 Assisted Restores

At an Authorized Restore Contact's request, FileScience will help Customer plan, execute, and monitor restores, including full-tenant, bulk, and post-ransomware restores and restores requiring coordination with a platform provider (each, an "Assisted Restore"). Assisted Restores are included in the Fees only to the extent stated in the Order or plan; all others are Professional Services billed at the rates in the Order or, if none are stated, FileScience's then-current rates. FileScience will obtain approval (email suffices) before performing chargeable work, except that a request for emergency assistance with a Severity 1 issue (as defined in Schedule A) constitutes approval of the associated Fees at emergency rates.

3.3 Requests, Verification, and Reliance

An Assisted Restore request must come from an Authorized Restore Contact through a FileScience-designated support channel and must identify the data, Recovery Point, destination, and restore mode (overwrite, alternate location, or export) (a "Complete Restore Request"). FileScience may verify the requester's identity and authority (for example, by call-back or confirmation from a second Authorized Restore Contact) and may decline or delay any request it reasonably suspects is unauthorized, without liability for resulting delays. FileScience may rely on instructions received from Authorized Restore Contacts or through the Services using Customer or Authorized User credentials, and is not liable for acting on them (including instructions that overwrite, delete, or disclose Customer Data, or that are issued through compromised Customer credentials), except to the extent of FileScience's gross negligence or willful misconduct. Customer will keep its Authorized Restore Contacts current.

3.4 Overwrites, Fidelity, and Validation

An In-Place Restore may overwrite current data, which may be unrecoverable unless captured in a prior Backup, and Customer is solely responsible for choosing the restore mode, Recovery Point, scope, and destination. Restored data reflects Customer Data as captured at the selected Recovery Point and as the platform's APIs permit, and may differ from the original (for example, in identifiers, links, permissions, timestamps, version history, or numbering). Customer is responsible for validating restored and exported data. Customer must report any material discrepancy in an Assisted Restore in writing within ten (10) business days after FileScience reports completion, failing which the restore is deemed accepted. FileScience's sole obligation for a discrepancy caused by the Services is to use commercially reasonable efforts to re-perform the restore.

3.5 Recovery Timeframes; Large-Scale Restores

Recovery times depend on data volume, item counts, network conditions, and platform rate limits, many of which FileScience does not control. Recovery objectives in Schedule A are targets, not guarantees, and Service Credits are the sole remedy for missing them. For restores of an entire tenant or platform, restores designated as recovery from ransomware or another security event, and restores that FileScience reasonably determines cannot meet the Retrieval Objective because of volume or rate limits (each, a "Large-Scale Restore"), the Parties will agree in good faith on a recovery plan and estimated timeline, and the Retrieval Objective does not apply.

3.6 Compromised Environments

If a Protected Platform or Customer system is compromised (for example, by ransomware or account takeover), Customer is responsible for containing and remediating the compromise before restoring to it and for selecting a Recovery Point that predates the compromise. FileScience does not scan for malware and does not warrant that Backups are free of malware, encryption, or corruption present in the source when the Backup was taken. Unless agreed in an SOW, FileScience does not provide incident response, forensic, breach notification, or remediation services.

4.1 Retention

Customer is responsible for selecting a Retention Policy that meets its legal, regulatory, contractual, and professional requirements. Backups that reach the end of their retention period are permanently deleted, and reducing a retention period may immediately and irreversibly delete Backups outside the new period. FileScience may require written confirmation from an Authorized Restore Contact before applying a reduction and is not liable for deletions made under the Retention Policy.

On the written request of an Authorized Restore Contact identifying the custodians, matters, date ranges, or other criteria to be preserved, FileScience will apply (or enable Customer to apply) a Legal Hold to the specified Backups where supported, using commercially reasonable efforts to do so within two (2) business days. Additional Fees, including storage overage Fees, may apply. Customer is solely responsible for determining when and what to preserve, instructing FileScience timely and accurately, and releasing holds. FileScience is not responsible for data that expired or was deleted before it implemented the instruction or that falls outside the instruction.

4.3 Not a Records or eDiscovery System

Unless an Order states otherwise, the Services are a backup and recovery tool, not a records management system, system of record, regulatory (WORM) archive, or eDiscovery platform, and exports are not represented to be forensically sound or accompanied by chain-of-custody documentation. Customer remains responsible for its records retention schedules and its preservation and discovery obligations.

Customer is solely responsible for determining whether the Services meet its legal, regulatory, contractual, and professional obligations and for complying with them, including, as applicable, privacy and data-protection laws, health-information laws, financial-services and tax-preparer recordkeeping and confidentiality rules, rules of professional conduct (for lawyers, for example, ABA Model Rules 1.1, 1.6, 1.15, and 5.3 and their state equivalents), client engagement terms, protective orders, and court rules. FileScience does not give legal, regulatory, compliance, or ethics advice or assume any of Customer's obligations, and descriptions of the Services as "ABA-ready," "HIPAA-ready," "compliant," or similar refer only to their security features. FileScience is not bound by Customer's or its clients' vendor requirements, outside counsel guidelines, security requirements, or audit rights unless they are set out in a written amendment or SOW signed by an authorized officer of FileScience, and then only on its terms and for any stated Fees. FileScience's responses to security questionnaires and due-diligence requests are informational only and are not commitments unless incorporated into this Agreement by such a signed writing.

4.5 Privileged and Client Data

FileScience acknowledges that Customer Data may include Client Data, including information protected by a legal privilege. FileScience will treat Client Data as Customer's Confidential Information, access it only as permitted by Section 7.3, and not assert that Customer's use of the Services waives any privilege or protection, and the Parties intend that FileScience's processing of Client Data as Customer's service provider does not waive any privilege or protection. FileScience does not determine whether data is privileged and makes no representation as to how any tribunal will treat it.

If FileScience receives a subpoena, order, warrant, or other third-party demand for Customer Data, it will, unless legally prohibited, try to redirect the requester to Customer, promptly notify Customer so that Customer may seek a protective order, and reasonably cooperate at Customer's expense. FileScience may comply with any demand it reasonably believes is binding. Customer will reimburse FileScience's reasonable costs (including attorneys' fees and personnel time at then-current rates) of responding to legal process relating to Customer Data or Customer's matters, including providing declarations, records certifications, or testimony.

4.7 No Exclusivity or Conflicts Restriction

FileScience serves many organizations, including Customer's competitors and parties that may be adverse to Customer or its clients. Professional conflict-of-interest rules do not apply to FileScience, and nothing in this Agreement restricts FileScience from serving anyone, provided that it complies with Articles 7 and 10.

5. Fees and Payment

5.1 Fees and Commitment

Customer will pay all Fees for each Order and SOW. Unless the Order states otherwise, Fees are based on the quantities purchased (such as seats, users, and storage), not actual usage; quantities cannot be decreased during the Subscription Term; and added quantities are co-terminous with the existing Subscription Term and pro-rated. If Customer's actual usage exceeds the quantities purchased (for example, more protected users than purchased seats), FileScience may invoice the excess, pro-rated for the remainder of the Subscription Term, at the rates in the Order or, if none, FileScience's then-current rates. The initial term of each Order is one (1), three (3), or five (5) years, or another term (including month-to-month) stated in the Order or selected at checkout (the "Initial Term"), beginning on the start date in the Order or, if none, the date Customer first registers and pays for, or FileScience first provisions, the Subscription Services. Payment obligations for the full Subscription Term are non-cancellable and Fees are non-refundable, except as expressly stated in Sections 6.3, 7.6, 9.4, 12.2, 13.3, and 15.4. Customer's full-term commitment is a material inducement for FileScience's pricing.

5.2 Renewal and Renewal Pricing

Unless the Order states otherwise, each Order renews automatically for successive terms equal in length to the Initial Term (each, a "Renewal Term") unless either Party gives notice of non-renewal at least thirty (30) days before the end of the then-current term (or, for month-to-month subscriptions, before the next billing date). Customer may give notice of non-renewal by cancelling in the Services dashboard, where available, or by email to hey@filescience.io. For terms of one (1) year or longer, FileScience will send Customer a notice calling attention to the automatic renewal and stating any changes in Fees or terms for the Renewal Term (a "Renewal Notice") by email to Customer's Account owner or billing contact between fifteen (15) and thirty (30) days before Customer's non-renewal deadline and, where applicable law requires (for example, New York General Obligations Law Section 5-903), also by personal delivery or certified mail. Fees are fixed for the Initial Term, except for any annual adjustment stated in the Order and except that quantities added during the term are charged at then-current rates unless the Order states otherwise. New Fees or terms stated in a Renewal Notice apply to the Renewal Term unless Customer gives timely notice of non-renewal. For month-to-month subscriptions, FileScience may change Fees on thirty (30) days' notice. Customer authorizes FileScience to charge its payment method on file for each Renewal Term.

5.3 Invoicing, Payment, and Disputes

For online Orders, Customer authorizes FileScience and its payment processor to charge the payment method provided at checkout (and any updated payment method) for all Fees when due, including for Renewal Terms, added quantities, and overages, and Customer will keep its payment information current. Where FileScience invoices Customer, Subscription Fees are invoiced in advance (monthly, annually, or for the full Subscription Term, as stated in the Order) and, unless an SOW states otherwise, Professional Services Fees and pre-approved travel expenses are invoiced monthly in arrears. Invoices are payable in U.S. dollars within thirty (30) days after the invoice date, or as the Order states, by ACH, wire, credit card, or another method FileScience approves. Customer's purchase order, vendor-onboarding, or invoice-portal requirements do not extend any payment deadline. Customer may dispute a charge or invoice in good faith by written notice describing the dispute within fifteen (15) days after the charge or invoice date, must pay undisputed amounts when due, and is deemed to accept any charge or invoice not timely disputed. FileScience will not charge interest on, or suspend for, amounts disputed in good faith while Customer diligently cooperates to resolve the dispute.

5.4 Late Payment and Suspension

Overdue amounts accrue interest at 1.5% per month or, if lower, the maximum lawful rate, and Customer will reimburse FileScience's reasonable collection costs, including attorneys' fees. If an undisputed amount is more than thirty (30) days overdue (including because a charge to Customer's payment method has failed), FileScience may suspend the Services on ten (10) days' written notice until paid in full and may require advance payment as a condition of restoring them. During a suspension, FileScience will keep existing Backups under the Retention Policy but need not perform new Backups or restores.

5.5 Egress and Storage

Data egress (including restores and exports) is unlimited, subject to a fair-use allowance of five (5) GB per paid user per month, pooled across paid users and not carried over. If egress substantially exceeds the allowance, FileScience will notify Customer and the Parties will work in good faith on a reasonable solution, such as scheduled exports, alternative delivery, or overage Fees. Storage allocations are as stated in the Order or FileScience's plan descriptions. If stored Backups exceed the allocation (including because of Legal Holds or extended retention), FileScience may charge storage overage Fees and will use commercially reasonable efforts to notify Customer as usage approaches the allocation. Overage Fees are charged at the rates in the Order or, if none, FileScience's then-current rates.

5.6 Taxes

Fees exclude all sales, use, value-added, withholding, and similar taxes, which Customer will pay (other than taxes on FileScience's net income, property, or employees) unless it provides a valid exemption certificate. If Customer must withhold any tax, it will increase the payment so that FileScience receives the full amount.

6. Customer Responsibilities and Third-Party Platforms

6.1 Customer Responsibilities

Customer will: (a) maintain valid subscriptions and administrative access for each Protected Platform and notify FileScience of changes (such as tenant migrations or licensing changes) that may affect Backups; (b) grant and maintain the API permissions, consents, tokens, and credentials FileScience needs, and re-authorize access when they expire or are revoked; (c) configure and maintain the scope of Backups, including adding new users and data sources, as FileScience is not responsible for data outside the configured scope; (d) monitor Backup reports and alerts, promptly report suspected failures, and remedy causes within its control (such as expired credentials or platform quotas); (e) manage Authorized User access, including enabling multi-factor authentication or single sign-on where available, protecting credentials, and promptly removing departing personnel; (f) perform periodic test restores (FileScience recommends at least quarterly); (g) maintain its own business continuity, disaster recovery, and incident response plans and additional copies of critical data where appropriate; (h) keep its Account, billing, and notice contact information accurate and current; and (i) provide the cooperation and information FileScience reasonably requests. Customer is responsible for the security of its own systems, accounts, and credentials, and FileScience is not responsible for unauthorized access resulting from them.

6.2 Authorization

Customer authorizes FileScience and its Subprocessors to access each Protected Platform and to copy, store, and process Customer Data, using the permissions Customer grants, to perform the Services.

6.3 Third-Party Platforms

Third-Party Platforms are governed by their providers' terms. FileScience is not responsible or liable for any Third-Party Platform, including its availability, security, data loss, API changes, rate limits, throttling, or revocation of API access. If a provider changes or withdraws API access or its terms so that FileScience cannot reasonably continue supporting a Protected Platform, FileScience may modify or discontinue that support on notice given as soon as reasonably practicable. If this materially impairs Customer's use of the Services for that platform, Customer's sole remedy is to terminate the affected portion of the Order and receive a refund of the prepaid Fees attributable to it for the remainder of the Subscription Term, and existing Backups for that platform will be available for export under Section 9.5.

6.4 Customer-Designated Storage

Customer is solely responsible for the availability, durability, security, encryption keys (where Customer-managed), retention, and costs (including egress and API charges) of Customer-Designated Storage. FileScience's Service Levels, durability statements, and security obligations do not apply to data in Customer-Designated Storage, and FileScience is not liable for its loss or for unauthorized access to it.

6.5 Restrictions

Customer will not, and will not permit anyone to: (a) use the Services unlawfully or in violation of third-party rights, or submit Customer Data it has no right to submit; (b) knowingly transmit malware, or interfere with, disrupt, or gain unauthorized access to the Services or other customers' data; (c) conduct penetration, vulnerability, or load testing without FileScience's written consent; (d) reverse engineer, copy, modify, or create derivative works of the Services or Documentation, except as law expressly permits; (e) resell, sublicense, or provide the Services to third parties or on a service-bureau basis, except as permitted for a Service Provider Customer under Section 2.5; (f) use the Services to build a competing product or for competitive benchmarking; (g) remove proprietary notices or circumvent any usage limit or security measure; or (h) provide false information when creating an Account or placing an Order, or use multiple Accounts or Free Services to avoid Fees or limits.

6.6 Restricted Data

Unless agreed in a written amendment, Customer will not knowingly store in the Services classified information, export-controlled data (including data subject to the International Traffic in Arms Regulations), or Criminal Justice Information subject to the FBI CJIS Security Policy ("Restricted Data"). Before submitting protected health information for which FileScience would be a HIPAA business associate, Customer will notify FileScience and the Parties will sign a business associate agreement. Absent such an agreement, FileScience assumes no obligations under laws specific to Restricted Data or protected health information.

7. Data Security and Data Protection

7.1 Security Program

FileScience will maintain a written information security program with administrative, technical, and physical safeguards designed to protect Customer Data, including industry-standard encryption in transit and at rest; logical segregation from other customers' data; least-privilege access controls and multi-factor authentication for personnel with production access; logging and monitoring; vulnerability management and patching; personnel confidentiality obligations and security training; and documented incident response procedures. FileScience may update these measures if the updates do not materially diminish the overall protection of Customer Data.

7.2 Security Reviews

Once in any twelve (12) month period, on written request from a Customer with a paid subscription, FileScience will respond to a reasonable security questionnaire and provide summaries of its security practices and of any third-party audit reports or certifications it has obtained, all of which are FileScience's Confidential Information. Customer may not conduct on-site audits or technical testing, except an audit required by law or by a regulator with jurisdiction over Customer, which will be at Customer's expense, on at least thirty (30) days' notice, during business hours, subject to reasonable scope and confidentiality limits, and without access to other customers' data.

7.3 Personnel Access

FileScience personnel will access the content of Customer Data only (a) as needed to provide, secure, or support the Services, including Backups, restores, exports, and troubleshooting; (b) as Customer requests or authorizes (a support or Assisted Restore request authorizes the access needed to fulfill it); (c) to address security, technical, or fraud issues; or (d) as required by law, subject to Section 4.6.

7.4 Security Incidents

FileScience will notify Customer without undue delay, and in any event within seventy-two (72) hours, after confirming a Security Incident; will provide reasonably available information to help Customer meet its notification obligations; and will take reasonable steps to contain and mitigate the Security Incident. Notice or response is not an admission of fault or liability. Unless the law requires FileScience to give notice directly, Customer is responsible for notifying its clients, End Clients, regulators, and affected individuals. Customer will promptly report any suspected security issue affecting the Services or its Account.

7.5 Data Processing

As between the Parties, Customer is the controller (or "business") and FileScience the processor (or "service provider") of personal information in Customer Data. FileScience will process Customer Data only to provide the Services in accordance with this Agreement and Customer's instructions (which consist of this Agreement, the Orders, and Customer's configuration of the Services) and as required by law. FileScience will not sell or share Customer Data (as those terms are defined in the California Consumer Privacy Act), use it outside the direct business relationship between the Parties, or use it to train any artificial intelligence model made available to third parties. On Customer's request, FileScience will make available its standard data processing addendum (including standard contractual clauses) for personal data subject to the GDPR, the UK GDPR, or similar laws, which forms part of this Agreement once executed. FileScience's Privacy Policy governs only Account and Authorized User account information; this Agreement governs Customer Data.

7.6 Subprocessors; Data Location

FileScience may use Subprocessors, will bind them to data protection obligations no less protective in substance than this Article 7, and remains responsible for their performance. FileScience will provide its current Subprocessor list on request and give notice (by email or website posting) before adding a Subprocessor. Customer may object on reasonable data-protection grounds within fifteen (15) days after notice; if the Parties cannot resolve the objection within thirty (30) days, Customer's sole remedy is to terminate the affected Services and receive a refund of the related prepaid Fees for the remainder of the Subscription Term. FileScience will store Backups in the region stated in the Order (or, if none, a region it selects), but FileScience and its Subprocessors may access Customer Data from other locations as needed to provide Support and maintain the Services.

7.7 Durability

FileScience's storage architecture is designed for annual durability of approximately 99.99999999%. This is a design objective, not a warranty. No storage system is free of risk, and Customer is encouraged to keep additional copies of critical data.

8. Service Levels, Support, and Professional Services

8.1 Service Levels and Support

For paid Subscription Services, FileScience will use commercially reasonable efforts to meet the service levels in Schedule A (the "Service Levels") and will provide technical support as described in Schedule A and the Order ("Support"). The service credits described in Schedule A ("Service Credits") are Customer's sole and exclusive remedy, and FileScience's sole liability, for any failure to meet a Service Level.

8.2 Professional Services

FileScience will perform Professional Services as described in an Order or SOW, and scope changes require a change order agreed in writing by both Parties. Unless a fixed fee is stated, Professional Services are billed on a time-and-materials basis at the rates in the Order or SOW or, if none, FileScience's then-current rates, with emergency and after-hours work billed at emergency rates. FileScience will select its personnel, may use subcontractors, and remains responsible for their performance. FileScience is excused from any delay or failure caused by Customer, its Authorized Users, its End Clients, or a Third-Party Platform, and Customer will pay any resulting additional Fees.

8.3 Acceptance of Professional Services

Deliverables are deemed accepted unless Customer notifies FileScience in writing of a material nonconformity with the Order or SOW within ten (10) business days after delivery. FileScience's sole obligation for a timely notified nonconformity is to use commercially reasonable efforts to correct it or re-perform the affected Professional Services.

9. Term, Suspension, and Termination

9.1 Term

This Agreement begins on the Effective Date and continues while any Order is in effect or Customer has an Account or uses the Services. Expiration or termination of one Order does not affect this Agreement or other Orders, and termination of this Agreement terminates all Orders and SOWs.

9.2 Suspension

FileScience may suspend the Services, in whole or in part, with notice (in advance where reasonably practicable): (a) to prevent or address a security threat to, or harm to, the Services, FileScience, or other customers; (b) as required by law or court order; (c) for a breach of Section 6.5 or 6.6; (d) under Section 5.4; or (e) for Free Services, at any time. FileScience will limit any suspension to the minimum extent and duration reasonably necessary and will restore access promptly once the cause is resolved. Fees remain payable during any suspension.

9.3 Termination

Either Party may terminate this Agreement or an affected Order by written notice if the other Party (a) materially breaches this Agreement and fails to cure within thirty (30) days after written notice (ten (10) days for non-payment of undisputed Fees), or (b) becomes subject to bankruptcy, insolvency, receivership, or liquidation proceedings, makes an assignment for the benefit of creditors, or ceases to conduct business in the ordinary course. FileScience may terminate an Order on ninety (90) days' notice if it discontinues the Subscription Services for all similarly situated customers, and may terminate Free Services at any time. Customer may terminate an Order for convenience by written notice.

9.4 Refunds and Accelerated Fees

If Customer terminates for FileScience's uncured material breach, or FileScience discontinues the Subscription Services under Section 9.3, FileScience will refund prepaid Fees for the remainder of the Subscription Term. If Customer terminates for convenience, or FileScience terminates for Customer's breach, all Fees for the remainder of the Subscription Term become immediately due and no Fees are refunded.

9.5 Retrieval Period and Transition

On expiration or termination of an Order, Customer's use of the affected Services ends, new Backups stop, and all accrued Fees become payable. For thirty (30) days afterward (the "Retrieval Period"), if Customer has paid all undisputed Fees, FileScience will make Customer Data available for export through read-only access or another reasonable method. Export assistance, extended read-only retention, continued Legal Holds, and migration assistance are available under a written agreement at FileScience's then-current rates if requested before the Retrieval Period ends, and egress remains subject to Section 5.5. Customer is solely responsible for exporting, before the Retrieval Period ends, all Customer Data that it needs or must preserve, including data subject to a Legal Hold.

9.6 Deletion

After the Retrieval Period (or any agreed extension), FileScience will delete Customer Data from its active systems within sixty (60) days and from backup media in accordance with its standard rotation cycles, and will certify the deletion on written request. Where an Order is terminated for non-payment, FileScience will give at least ten (10) days' written notice before deleting Customer Data. FileScience may retain Customer Data as required by law, subject to Article 10.

9.7 Survival

Article 1; Sections 2.5, 3.3, 3.4, and 4.3 through 4.7; Article 5 (as to amounts accrued or payable); Sections 6.2 through 6.4; Article 7 (for as long as FileScience retains Customer Data); Sections 9.4 through 9.7; Articles 10 through 15; and any other provision that by its nature is intended to survive, will survive expiration or termination.

10. Confidentiality

10.1 Definition

"Confidential Information" means non-public information disclosed by a Party (the "Discloser") to the other Party (the "Recipient") that is designated as confidential or that a reasonable person would understand to be confidential. Customer's Confidential Information includes Customer Data. FileScience's Confidential Information includes the Services, Documentation, non-public pricing and Order terms, security information, and product roadmaps. Except for Customer Data, Confidential Information excludes information that the Recipient can show (a) is or becomes public through no fault of the Recipient, (b) was known to it before disclosure without a duty of confidentiality, (c) was rightfully received from a third party without a duty of confidentiality, or (d) was independently developed without use of the Discloser's information.

10.2 Obligations

The Recipient will use the Discloser's Confidential Information only for purposes of this Agreement; protect it with at least the care it uses for its own similar information, and no less than reasonable care; and disclose it only to its and its Affiliates' personnel, contractors, Subprocessors, and professional advisors who need to know it and are bound by confidentiality obligations at least as protective as this Article, for whose breaches the Recipient is responsible. The Recipient may disclose Confidential Information as required by law if, where permitted, it gives the Discloser prompt notice and reasonable assistance (at the Discloser's expense) to seek protection; Section 4.6 governs demands for Customer Data.

10.3 Duration; Return; Equitable Relief

These obligations last for the term of this Agreement and five (5) years afterward, but continue for trade secrets while they remain trade secrets and for Customer Data while FileScience or its Subprocessors retain it. After termination, on request, the Recipient will return or destroy the Discloser's Confidential Information, except that Customer Data is handled under Sections 9.5 and 9.6, and copies may be retained in backup systems or as required by law, subject to this Article. Because unauthorized disclosure may cause irreparable harm, the Discloser may seek injunctive relief without posting a bond, to the extent permitted by law.

11. Intellectual Property

11.1 FileScience Technology

FileScience and its licensors own all rights, including intellectual property rights, in the Services, software, Documentation, Usage Data, and all improvements and derivative works of them, including tools and know-how developed in performing Professional Services (other than Customer Data). All rights not expressly granted are reserved, and no implied licenses are granted.

11.2 Customer Data

As between the Parties, Customer (or its clients or End Clients) owns Customer Data, and FileScience will never claim ownership of it. Customer grants FileScience and its Subprocessors a non-exclusive, worldwide, royalty-free license, during the Subscription Term, the Retrieval Period, and any agreed extension, to host, copy, transmit, store, process, and display Customer Data as necessary to provide the Services and as this Agreement otherwise permits.

11.3 Usage Data and Feedback

FileScience may use Usage Data to provide, secure, support, and improve the Services and for analytics, but will not disclose to third parties (other than Subprocessors) Usage Data that identifies Customer, its Authorized Users, its clients, or its End Clients, or that contains Customer Data. FileScience may freely use any suggestions or feedback about the Services under a perpetual, irrevocable, royalty-free license, provided it does not identify Customer as the source.

12. Warranties and Disclaimers

12.1 Mutual Warranties

Each Party represents and warrants that it is duly organized (if an entity) and in good standing, that it has full authority to enter into and perform this Agreement, that the individual accepting this Agreement on its behalf is duly authorized, and that its performance will not conflict with any other agreement binding on it.

12.2 FileScience Limited Warranty

FileScience warrants that the paid Subscription Services will perform materially in accordance with the Documentation during the Subscription Term and that Professional Services will be performed in a professional and workmanlike manner. Customer must give written notice of a breach within thirty (30) days after the nonconformity first appears. As Customer's sole and exclusive remedy, FileScience will use commercially reasonable efforts to correct the nonconformity or re-perform the services; if it cannot do so within thirty (30) days after notice, Customer may terminate the affected Services and receive a refund of the related prepaid Fees for the remainder of the Subscription Term. This warranty does not cover nonconformities caused by Third-Party Platforms, Customer-Designated Storage, Customer's configuration or misuse, Beta Features, Free Services, or modifications not made by FileScience.

12.3 Customer Warranties

Customer represents and warrants that (a) it has obtained all rights, consents, and authority (including from its clients, End Clients, personnel, data subjects, and Third-Party Platform providers) needed to provide Customer Data and to authorize FileScience's access to and processing of it under this Agreement; (b) Customer Data and Customer's use of the Services comply and will comply with law, Third-Party Platform terms, client agreements, protective orders, and Customer's professional obligations; and (c) Customer Data, and FileScience's processing of it under this Agreement, will not infringe or violate any third party's rights.

12.4 Disclaimer

EXCEPT AS EXPRESSLY STATED IN SECTIONS 12.1 AND 12.2, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND FILESCIENCE AND ITS LICENSORS AND SUBPROCESSORS DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY, AND ANY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. FILESCIENCE DOES NOT WARRANT THAT (A) THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE AGAINST ALL THREATS; (B) ALL CUSTOMER DATA WILL BE BACKED UP OR RESTORABLE, OR THAT ANY BACKUP WILL BE COMPLETE, CURRENT, OR FREE OF CORRUPTION OR MALWARE; (C) ANY RESTORE OR EXPORT WILL BE COMPLETED WITHIN ANY PARTICULAR TIME; (D) THE SERVICES WILL SATISFY CUSTOMER'S LEGAL, REGULATORY, ETHICAL, RECORDS-RETENTION, PRESERVATION, OR DISCOVERY OBLIGATIONS; OR (E) ANY THIRD-PARTY PLATFORM WILL REMAIN AVAILABLE OR COMPATIBLE. THE SERVICES ARE NOT A SUBSTITUTE FOR CUSTOMER'S OWN BUSINESS CONTINUITY AND DISASTER RECOVERY PLANNING. CUSTOMER HAS NOT RELIED ON ANY STATEMENT NOT EXPRESSLY SET OUT IN THIS AGREEMENT, INCLUDING IN MARKETING MATERIALS, WEBSITE CONTENT, DEMONSTRATIONS, OR RESPONSES TO QUESTIONNAIRES OR REQUESTS FOR PROPOSALS.

13. Indemnification

13.1 By Customer

Customer will defend FileScience, its Affiliates, and their members, managers, officers, employees, contractors, and agents (the "FileScience Indemnitees") against any third-party claim, suit, investigation, or proceeding, including by Customer's clients, End Clients, personnel, Third-Party Platform providers, or governmental authorities (a "Claim"), and will indemnify them against all resulting losses, damages, fines, penalties, settlements, judgments, and costs (including reasonable attorneys' fees), to the extent the Claim arises from: (a) Customer Data, including any allegation that it, or FileScience's processing of it under this Agreement, violates any law or third-party right; (b) use of the Services in breach of this Agreement or law, including Sections 6.5, 6.6, and 12.3; (c) instructions given, or not given, by Customer, its Authorized Users, or its Authorized Restore Contacts, including restore, overwrite, deletion, retention, and Legal Hold instructions; (d) Customer's provision of products or services to its own clients or customers, including End Clients (including professional-liability, malpractice, fiduciary-duty, confidentiality, spoliation, and sanctions claims), except to the extent finally determined to have been caused by FileScience's breach of Section 7.1 or Article 10; or (e) Customer-Designated Storage.

13.2 By FileScience

FileScience will defend Customer against any Claim alleging that the paid Subscription Services, as provided by FileScience and used in accordance with this Agreement, infringe a U.S. patent, copyright, or trademark or misappropriate a trade secret, and will pay the damages and costs finally awarded, or agreed by FileScience in settlement. FileScience has no obligation for any Claim arising from (a) Customer Data or a Third-Party Platform; (b) combination with anything not provided by FileScience, where the Claim would not have arisen without the combination; (c) modifications not made by FileScience; (d) use not in accordance with this Agreement and the Documentation; (e) continued use after FileScience directs Customer to stop or provides a non-infringing alternative; (f) Beta Features or Free Services; or (g) Customer's specifications or instructions.

13.3 Infringement Remedies

If the Services become, or FileScience believes they are likely to become, the subject of an infringement Claim, FileScience may at its option and expense (a) obtain the right for Customer to continue using them, (b) modify or replace them with materially equivalent non-infringing Services, or (c) if neither is commercially reasonable, terminate the affected Services and refund the related prepaid Fees for the remainder of the Subscription Term. Sections 13.2 and 13.3 state FileScience's entire liability, and Customer's exclusive remedy, for third-party infringement claims.

13.4 Procedure

The indemnified Party will give prompt written notice of the Claim (a delay excuses the indemnifying Party only to the extent it is prejudiced), give the indemnifying Party sole control of the defense and settlement, and reasonably cooperate at the indemnifying Party's expense. The indemnifying Party may not, without the indemnified Party's consent (not to be unreasonably withheld), settle a Claim in a way that imposes a non-monetary obligation on, or requires an admission of fault by, the indemnified Party, which may participate with its own counsel at its own expense.

14. Limitation of Liability

14.1 Excluded Damages

EXCEPT FOR EXCLUDED CLAIMS, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY (NOR FILESCIENCE'S LICENSORS OR SUBPROCESSORS) WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BILLABLE TIME, BUSINESS, OR GOODWILL; BUSINESS INTERRUPTION; LOSS, CORRUPTION, OR UNAVAILABILITY OF DATA (EXCEPT AS PROVIDED IN SECTION 14.4); COST OF DATA RECONSTRUCTION OR SUBSTITUTE SERVICES; REGULATORY FINES OR PENALTIES; OR LIABILITY TO CUSTOMER'S CLIENTS, END CLIENTS, OR OTHER THIRD PARTIES (INCLUDING FOR MALPRACTICE, FEE REFUNDS, SANCTIONS, ADVERSE INFERENCES, OR SPOLIATION), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING NEGLIGENCE, EVEN IF ADVISED OF THEIR POSSIBILITY.

14.2 Liability Cap

EXCEPT FOR EXCLUDED CLAIMS, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER UNDER THE ORDER GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY OR, FOR FREE SERVICES OR IF NO FEES WERE PAID, ONE HUNDRED U.S. DOLLARS (US $100). MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT, AND SERVICE CREDITS COUNT TOWARD IT.

14.3 Excluded Claims

"Excluded Claims" means (a) Customer's obligation to pay Fees; (b) Customer's obligations under Section 13.1; (c) Customer's breach of Section 2.5, 6.5, or 6.6; and (d) Customer's infringement or misappropriation of FileScience's intellectual property rights.

14.4 Exclusive Remedy for Data Loss

If Customer Data stored in the Subscription Services is lost, corrupted, or made unavailable because of FileScience's breach of this Agreement, FileScience's sole obligation, and Customer's exclusive remedy, are (a) commercially reasonable efforts by FileScience to restore it from the most recent available Backup or Recovery Point, and (b) any applicable Service Credits.

14.5 Allocation of Risk; Time Limit

These limitations are an essential basis of the bargain, are reflected in the Fees, apply even if a limited remedy fails of its essential purpose, and apply to the fullest extent permitted by law in any jurisdiction that restricts them. No action arising out of this Agreement may be brought more than one (1) year after the cause of action accrues, except actions for non-payment or for infringement or misappropriation of intellectual property rights.

15. Disputes and General Provisions

15.1 Governing Law and Disputes

New York law governs this Agreement, without regard to conflict-of-laws principles, and the U.N. Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply. Before commencing litigation (other than for injunctive relief or to collect Fees), a Party will give written notice of the dispute, and representatives with settlement authority will confer within fifteen (15) days to try to resolve it in good faith; if it is not resolved within thirty (30) days after the notice, either Party may proceed. These discussions are confidential settlement communications. The state and federal courts in New York County, New York have exclusive jurisdiction, and each Party submits to their jurisdiction and waives any objection to venue there. Either Party may seek injunctive relief in any competent court to protect its intellectual property or Confidential Information. EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

15.2 Entire Agreement; Amendment

This Agreement (including Schedule A and each Order and SOW) is the Parties' entire agreement on its subject matter and, subject to Section 1.5, supersedes all prior and contemporaneous agreements, proposals, RFP responses, and representations. No purchase order, procurement or invoice portal, or other click-through or online terms presented by or for Customer apply to or modify this Agreement, even if accepted by FileScience. Except for updates under Section 15.9 and Renewal Notices under Section 5.2, amendments require a writing that references this Agreement and is signed (including electronically) by authorized representatives of both Parties.

15.3 Assignment; Subcontracting

Customer may not assign this Agreement without FileScience's prior written consent, except in its entirety, on notice, to a successor in a merger, acquisition, or reorganization of Customer's business that assumes Customer's obligations in writing, is not a competitor of FileScience, and has paid all Fees due. FileScience may assign this Agreement on notice to an Affiliate or to a successor in a merger, acquisition, reorganization, or sale of all or substantially all of its assets or of the relevant business. Any other assignment is void. FileScience may use subcontractors and Subprocessors and remains responsible for their performance.

15.4 Force Majeure

Neither Party is liable for any failure or delay (other than in payment) caused by events beyond its reasonable control, including natural disasters, pandemics, war, terrorism, governmental action, labor disputes (other than involving its own workforce), failures of the internet, utilities, Third-Party Platforms, or cloud infrastructure, and cyberattacks occurring despite FileScience's compliance with Section 7.1. The affected Party will promptly notify the other and use reasonable efforts to mitigate. If such an event prevents FileScience from providing the Subscription Services for more than sixty (60) consecutive days, either Party may terminate the affected Order, and FileScience will refund the related prepaid Fees for the remainder of the Subscription Term.

15.5 Notices

FileScience may give notices to Customer by email to the Account owner, billing contact, or other address Customer provides, or by posting in the Services dashboard, and those notices are effective when sent or posted. Notices to FileScience of breach, termination, or an indemnifiable Claim must be in writing and sent by email to hey@filescience.io (with "Legal Notice" in the subject line), with a copy by certified mail (return receipt requested) or USPS Priority Mail Express to FileScience, LLC, Attention: Legal Department, P.O. Box 2683, Kingston, NY 12401 (or another address FileScience designates on its website or by notice), and are effective on receipt. Other communications to FileScience, including notices of non-renewal under Section 5.2, may be given by email or through the Services dashboard.

15.6 Non-Solicitation; Publicity

During this Agreement and for twelve (12) months afterward, neither Party will, without the other's consent, directly solicit for employment any employee of the other Party who was directly involved in the Services; general solicitations, such as public job postings, are permitted. Customer will not issue a press release about its use of the Services without FileScience's consent. FileScience may identify Customer by name and logo as a customer in customer lists and sales materials unless Customer objects in writing, in which case FileScience will cease new uses within thirty (30) days.

15.7 Compliance

Each Party will comply with applicable export-control, sanctions, and anti-corruption laws, and Customer will not permit use of the Services in any comprehensively sanctioned country or by any person on a U.S. restricted-party list.

15.8 Miscellaneous

The Parties are independent contractors, and neither may bind the other. There are no third-party beneficiaries, including End Clients, except the FileScience Indemnitees and other indemnified persons under Article 13. Waivers must be in writing, and no failure or delay in exercising a right is a waiver. An unenforceable provision will be modified to the minimum extent necessary, and the rest of this Agreement remains in effect. Except where a remedy is stated to be exclusive, remedies are cumulative. Orders, SOWs, and amendments may be accepted or signed electronically and in counterparts.

15.9 Changes to this Agreement

FileScience may update this Agreement from time to time by posting a revised version at filescience.io/terms (or a successor page) with a new "Last updated" date. FileScience will give at least thirty (30) days' notice, by email or through the Services dashboard, of any change that materially and adversely affects Customer, and that change takes effect on the date stated in the notice. Other changes take effect when posted. Customer's continued use of the Services after a revised version takes effect constitutes acceptance of it. If Customer objects in writing to a material adverse change before it takes effect, the change will not apply to Customer until the start of its next Renewal Term, except for changes required by law, changes made to address security risks, and changes relating to new features or Services. Updates do not change the Fees for a current Subscription Term, which are governed by Section 5.2. FileScience will provide prior versions of this Agreement on request.

Schedule A — Service Levels and Support

This Schedule applies to paid Subscription Services. It does not apply to Free Services or Beta Features. Capitalized terms have the meanings given in the Agreement.

A.1 Definitions

"Monthly Uptime Percentage" means the minutes in a calendar month minus minutes of Downtime, divided by the minutes in that month. "Downtime" means any period of more than five (5) consecutive minutes during which the dashboard and recovery viewer are unavailable to all of Customer's Authorized Users, as measured by FileScience's monitoring, excluding Exclusions; Backup job delays and partial performance degradation are not Downtime. "Monthly Fees" means the Subscription Fees for the affected Services attributable to the month (one-twelfth of the annual Fees where invoiced annually or for a multi-year term).

A.2 Availability and Retrieval Objectives

FileScience's objective is a Monthly Uptime Percentage of at least 99.9%. Many restores and exports are available near-instantly. For any restore or export that is not a Large-Scale Restore, FileScience's objective is to complete it within twenty-four (24) hours after Customer initiates a restore or export under Section 3.1 or FileScience verifies a Complete Restore Request (the "Retrieval Objective"), provided that the Protected Platform and its APIs are operating normally without outage or throttling, Customer's credentials are valid, and no Exclusion applies. A failure to meet the Retrieval Objective caused by factors within FileScience's reasonable control is a "Missed Retrieval Objective."

A.3 Service Credits

Monthly Uptime Percentage Service Credit
Less than 99.9% but at least 99.0% 5% of Monthly Fees
Less than 99.0% but at least 95.0% 10% of Monthly Fees
Less than 95.0% 15% of Monthly Fees

Each Missed Retrieval Objective earns a credit of 5% of Monthly Fees, up to 10% per month, and total Service Credits for any month may not exceed 15% of Monthly Fees. Customer must request a credit in writing within thirty (30) days after the end of the affected month, with the dates, times, and effect of the failure. FileScience will verify requests against its system records, which control absent manifest error. Approved credits apply against future invoices or charges for the affected Services, are not redeemable for cash, are forfeited if unused when the Subscription Term ends, and are unavailable while any undisputed amount is overdue.

A.4 Maintenance and Exclusions

FileScience will use commercially reasonable efforts to give at least forty-eight (48) hours' notice of scheduled maintenance expected to cause material unavailability and to schedule it to minimize disruption, and may perform emergency maintenance without notice. No Service Level failure occurs, and no Service Credit is available, to the extent caused by any of the following (each, an "Exclusion"): (a) scheduled maintenance of up to eight (8) hours per month, or emergency maintenance; (b) outages, throttling, rate limits, API changes, or other acts or omissions of a Third-Party Platform; (c) Customer-Designated Storage; (d) acts or omissions of Customer, its Authorized Users, or its End Clients, including configuration errors and expired or revoked credentials or permissions; (e) Customer's connectivity, networks, or systems; (f) force majeure under Section 15.4; (g) suspension or termination under the Agreement; (h) Beta Features or Free Services; (i) Large-Scale Restores; or (j) Customer's breach of the Agreement.

A.5 Support

Customer may submit Support requests at any time through FileScience's support portal or designated support email. Business-hours Support is available 9:00 a.m. to 6:00 p.m. Eastern Time on business days. Severity 1 issues are supported 24×7 and must be reported through the portal (marked critical) or by telephone to FileScience's designated number, with an Authorized Restore Contact available to work with FileScience. With 24/7 Priority Support (included with Enterprise plans or as stated in an Order), Severity 2 issues are also supported 24×7.

Severity Description Initial Response Target Status Updates
Severity 1 (Critical) Services unavailable, Customer cannot restore critical data, or an active data-loss or security event affects the Services, with no workaround. Within 1 hour, 24×7 Every 4 hours until workaround or resolution, or as agreed
Severity 2 (High) A major function is materially impaired (for example, Backups failing for a Protected Platform or restores significantly degraded), with no reasonable workaround. Within 4 business hours (24×7 with Priority Support) Daily
Severity 3 (Medium) Partial or non-critical loss of functionality, or a reasonable workaround exists. Within 1 business day As progress is made
Severity 4 (Low) Questions, how-to requests, documentation issues, or feature requests. Within 2 business days As appropriate

Response targets measure time to an initial response from qualified personnel, not time to resolution, and are not eligible for Service Credits. FileScience will assign severity levels reasonably, in consultation with Customer.

By creating an account, placing an Order, or accessing or using the FileScience Services, Customer acknowledges that it has read and understood this Agreement and agrees to be bound by it.

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