This document is included in the installation portion of the Carbonite Products and is posted here for your reference.

Terms

General. This End User License Agreement, including the Privacy Policy, Security Policy, Pricing Policy and Frequently Asked Questions (FAQs), which are incorporated herein by this reference and which you can access by navigating the tabs above or by clicking on each of the hyperlinks above (collectively, the "Terms"), are a binding contract between you and Carbonite, Inc. ("Carbonite"). You may print the foregoing documents using the print function in your browser. You understand and agree that by clicking the "I AGREE" button or by installing, accessing, or using the software, products, services, applications and associated documentation and Enhancements (collectively, the "Carbonite Products"), you will be bound by these Terms. If you agree to these Terms on behalf of a business or organization, you represent and warrant that you have the authority to bind that business or organization to these Terms and your agreement to these Terms will be treated as the agreement of the business or organization. In that event, "you" and "your" will refer to and apply to the user of the Carbonite Products or that business or organization, as required by the context. If you do not agree with these Terms, Carbonite is not willing to license to you and you may not use the Carbonite Products.

Your License. The Carbonite Products are licensed and not sold to you. During the term of your subscription, Carbonite grants to you a revocable, limited, non-transferable, non-exclusive license to use the Carbonite Products, solely in connection with the backup of your data. Except for the limited license granted in these Terms, Carbonite and its licensors retain all right, title and interest in and to the Carbonite Products, all copies thereof, and all proprietary rights therein, including copyrights, patent, trademark and trade secret rights. You may not copy or distribute the Carbonite Products, except to the extent that copying is necessary to use the Carbonite Products for the purposes set forth herein. You may not reverse engineer, decompile, disassemble, modify, or create derivative works of the Carbonite Products. You may not alter or modify any disabling mechanism which may be included in the Carbonite Products. You may not assign, sublicense, rent, timeshare, loan, lease, or otherwise transfer the Carbonite Products, or directly or indirectly permit any third party to copy the Carbonite Products. You may not remove any proprietary notices (e.g., copyright and trademark notices) from the Carbonite Products. You must reproduce the copyright and all other proprietary notices displayed on the Carbonite Products and on each permitted backup or archival copy. All use of the Carbonite Products shall be in accordance with these Terms and its then-current documentation. You shall be solely responsible for ensuring that your use of the Carbonite Products is in compliance with all applicable foreign, federal, state and local laws, rules and regulations.

How It Works. The Carbonite Products save a copy of each file that is automatically selected for backup and other files you designate for backup (your "Backed-up Data") to a server operated by Carbonite or a Carbonite agent. The Carbonite Products automatically scan for changes or additions to the Backed-up Data and then periodically re-save a copy of a modified file or create a copy of a newly designated file. For a complete list of the files Carbonite is backing-up for you, please refer to the Carbonite application on your computer. Depending on the operating system and type of computer you are using, you can check whether Carbonite is backing-up specific files by locating the colored dots next to your files, and by checking certain log files. If you do not see the appropriate colored dot next to your file or your file is not listed in the backed-up log file list, Carbonite is not backing-up that file. Carbonite does not maintain multiple copies of your Backed-up Data. Your Backed-up Data may not be available or restorable if: (i) Carbonite has not completed copying your selected files or changed files; (ii) for files, folders, or disk drives that are not automatically backed-up, you do not manually select them for backup, or you unselect a file for backup; (iii) you delete a file from your computer and do not restore it within thirty (30) calendar days after deletion, or you delete a computer from your Carbonite account; (iv) you move a file to a location on your computer that is not automatically scanned to select files for backup or you upgrade your operating system resulting in changes to your file mapping; (v) your computer is unable to access the internet or Carbonite servers; (vi) you fail to follow Carbonite's technical requirements, including upgrading the version of your Carbonite Products as required; or (vii) you terminate your license or fail to renew your subscription to the Carbonite Products. For additional information about the status of your Backed-up Data and the use of colored dots, navigate to Carbonite's Frequently Asked Questions (FAQs).

Account Access and Ownership. To access and use the Carbonite Products, you agree to provide Carbonite with accurate and complete information when you register and to keep such information accurate and complete while you have a subscription for the Carbonite Products. You are solely responsible for maintaining the confidentiality of your user name and password and solely responsible and liable for any and all activities that occur with respect to your account. Compromise of your username and password may compromise the security of your Backed-Up Data. The credit card holder associated with a Carbonite subscription is the owner of the Backed-up Data. For Evaluation Versions, if there is no credit card associated with your Carbonite subscription, your email address and answers to security questions indentifies you as the owner of the Backed-up Data. If you obtained access to the Carbonite Products by a business or organization, or as a member of a group of users, the business or organization is the owner of the Backed-up Data. You further acknowledge and agree that the business, organization, or other group of users may have selected one or more administrators to control, manage and use the Carbonite Products on behalf of such business or organization, or group of users, and the administrators may have been granted certain privileges such as access to and control of your Backed-up Data, without notice to you. For additional information, please click here.

Fees and Renewals. You agree to pay Carbonite's then-current and applicable subscription fees for the Carbonite Products. The fee structure is described in Carbonite's Pricing Policy which you can access by navigating the tabs above or by clicking Pricing Policy. Unless you designate in your account preferences or notify Carbonite that you do not want your subscription to be auto-renewed, you agree that Carbonite will automatically renew your subscription to the Carbonite Products and automatically charge you the then-current renewal fees for such renewed subscription using the credit card associated with your subscription.

Selection of the Appropriate Carbonite Product

Carbonite Products are designed to serve the needs of various types of users, and certain Carbonite Products are designed solely for individual use, while others are designed for business use, as determined by Carbonite and communicated via Carbonite's web site and marketing materials. If you are using a Carbonite Product for business or network purposes, or to backup server data, you must use the appropriate Carbonite Product. Carbonite may terminate or suspend your subscription to the Carbonite Products if you are using a Carbonite Product that is inappropriate for your usage. In such event, these Terms will automatically terminate.

Enhancements and Feedback

Enhancements. Carbonite may (i) automatically update the Carbonite Products installed on your computer without your prior notice, (ii) upgrade, enhance, change and modify (collectively, the "Enhancements") the Carbonite Products, or (iii) discontinue or retire the Carbonite Products or any aspect or feature of the Carbonite Products, including the types of files and data that are backed-up (not every file on your computer is backed-up) or the availability of Carbonite Products on any particular device or communications service at any time and from time-to-time in its sole discretion. Any Enhancements made available to you will be subject to these Terms. Carbonite will use reasonable efforts to provide notice of material changes to the Carbonite Products or changes to these Terms by emailing you at the address provided in your registration and by posting them to www.carbonite.com/terms.aspx. It is your responsibility to periodically check Carbonite's web site to inform yourself of any such modifications. Changes to these Terms, which may be made in Carbonite's sole and exclusive discretion, will be effective upon acceptance of these Terms (as described herein) for new subscriptions and effective for all existing users thirty (30) calendar days after the posting of the new Terms on Carbonite's web site at www.carbonite.com/terms.aspx. You agree to be bound to these Terms, as modified. If you do not agree to the modified Terms you are not permitted to use the Carbonite Products and must terminate your subscription immediately.

Feedback. You may provide feedback to Carbonite with respect to the Carbonite Products. Carbonite may use feedback for any purpose without obligation of any kind. To the extent a license is required under your intellectual property rights to make use of the feedback, you hereby grant Carbonite an irrevocable, non-exclusive, perpetual, royalty free license to use the feedback in connection with Carbonite's business, including enhancement of the Carbonite Products.

Term

Term and Termination. These Terms and your license to the Carbonite Products will commence at the time and on the day you click the "I AGREE" button or install, access, or use the Carbonite Products, whichever is earlier. These Terms, your license and your subscription to the Carbonite Products will automatically terminate or expire upon the earlier of (i) non-renewal, cancellation, or expiration of your subscription or your failure to pay invoices when due, (ii) Carbonite's discontinuance of the Carbonite Products, or (iii) failure to comply with these Terms. If any third party makes an intellectual property infringement claim relating to the Carbonite Products, Carbonite reserves the right to immediately terminate your subscription to the affected Carbonite Products. CARBONITE MAY, IN ITS SOLE DISCRETION, DENY USE OF AND ACCESS TO ALL OR ANY PORTION OF THE CARBONITE PRODUCTS, INCLUDING SUSPENDING OR TERMINATING YOUR LICENSE AND ACCOUNT WITH CARBONITE IF YOU ARE USING THE CARBONITE PRODUCTS IN A MANNER NOT INTENDED OR IN VIOLATION OF LAW.

Effect of Non-Renewal or Termination. Upon any non-renewal, termination, or expiration of your subscription to the Carbonite Products (i) the license granted herein will automatically and immediately terminate and you will have no further right to possess or use the Carbonite Products, (ii) the Carbonite Products may be disabled by Carbonite without notice to you, and (iii) you will no longer have the right to access or retrieve your Backed-up Data. You acknowledge and agree that Carbonite's policy is to automatically delete all of your Backed-up Data upon non-renewal, termination, or expiration of your subscription to the Carbonite Products and that it is solely your responsibility to seek another source for your backup needs.

Trial and Evaluation Licenses. You may try the Carbonite Products prior to paying for a full subscription by licensing a trial, evaluation, or other limited version (an "Evaluation Version"). Your license to an Evaluation Version of the Carbonite Products will automatically terminate upon the earlier of (i) the expiration or cancellation of the evaluation period, (ii) when the Carbonite Product is no longer made available, (iii) when Carbonite cancels your license to the Evaluation Version, or (iv) when your computer has not accessed the Carbonite server for more than fifteen (15) calendar days. You acknowledge and agree that Carbonite's policy is to automatically delete all of your Backed-up Data upon termination or expiration of any Evaluation Version and that it is solely your responsibility to seek another source for your backup needs.

Disclaimer of Warranties; Indemnification; Limitation of Liability

Carbonite Products. THE CARBONITE PRODUCTS MAY CONTAIN OR CARBONITE MAY PROVIDE TO YOU THIRD PARTY HARDWARE, PRODUCTS, SOFTWARE, OR PROGRAMMING, OR YOU MAY OBTAIN THIRD PARTY HARDWARE, PRODUCTS, SOFTWARE, OR PROGRAMMING FROM THIRD PARTIES DIRECTLY, ("THIRD PARTY COMPONENTS"). THE CARBONITE PRODUCTS, ALL THIRD PARTY COMPONENTS AND ALL BETA SOFTWARE ARE PROVIDED "AS IS," "WHERE IS," "AS AVAILABLE," "WITH ALL FAULTS" AND, TO THE FULLEST EXTENT PERMITTED BY LAW, WITHOUT WARRANTY OF ANY KIND. CARBONITE AND ITS LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE CARBONITE PRODUCTS, THE THIRD PARTY PRODUCTS AND ALL BETA SOFTWARE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE, AND ANY WARRANTIES REGARDING QUIET ENJOYMENT, QUALITY OF INFORMATION, SECURITY, RELIABILITY, TIMELINESS, AVAILABILITY OF BACKED-UP DATA AND PERFORMANCE OF THE CARBONITE PRODUCTS. CARBONITE DOES NOT WARRANT THAT THE CARBONITE PRODUCTS, THIRD PARTY COMPONENTS, OR BETA SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE CARBONITE PRODUCTS, THIRD PARTY COMPONENTS, OR BETA SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE CARBONITE PRODUCTS, THIRD PARTY COMPONENTS, OR BETA SOFTWARE WILL BE CORRECTED, OR THAT ENCRYPTION ALGORITHIMS, ASSOCIATED KEYS AND OTHER SECURITY MEASURES WILL BE SECURE OR EFFECTIVE. YOU UNDERSTAND AND AGREE THAT YOUR INSTALLATION, USE AND ACCESS OF THE CARBONITE PRODUCTS, THIRD PARTY COMPONENTS AND ALL BETA SOFTWARE IS AT YOUR SOLE DISCRETION AND RISK AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER, SOFTWARE AND THE LOSS OF BACKED-UP DATA THAT RESULTS FROM THE USE THEREOF. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CARBONITE SHALL CREATE ANY ADDITIONAL CARBONITE WARRANTIES OR IN ANY WAY INCREASE THE SCOPE OF CARBONITE'S OBLIGATIONS HEREUNDER. YOU HEREBY WAIVE ANY AND ALL CLAIMS, NOW KNOWN OR LATER DISCOVERED, THAT YOU MAY HAVE AGAINST CARBONITE AND ITS AFFILIATES, SUPPLIERS AND LICENSORS ARISING OUT OF YOUR USE OF THE CARBONITE PRODUCTS, THIRD PARTY COMPONENTS AND BETA SOFTWARE. THE CARBONITE PRODUCTS MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET. YOU ACKNOWLEDGE AND AGREE THAT CARBONITE DOES NOT OPERATE OR CONTROL THE INTERNET AND THAT (I) VIRUSES, WORMS, TROJAN HORSES, AND OTHER UNDESIRABLE DATA, OR SOFTWARE, OR (II) UNAUTHORIZED USERS (E.G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE YOUR DATA, WEB SITES, COMPUTERS, OR NETWORKS. CARBONITE SHALL NOT BE RESPONSIBLE FOR SUCH ACTIVITIES. YOU ARE SOLELY RESPONSIBLE FOR THE SECURITY AND INTEGRITY OF YOUR DATA AND SYSTEMS.

Beta Applications. Carbonite may designate certain Enhancements and new releases of the Carbonite Products as "Beta Software." Beta Software is not ready and is not intended for use in a production environment. At this early stage of development, operation of the Beta Software may be unpredictable and lead to erroneous results. You acknowledge and agree that (i) the Beta Software is experimental in nature and has not been fully tested, (ii) the Beta Software may not meet your requirements or perform as intended, (iii) use of the Beta Software may not be uninterrupted, error free, or free of faults, (iv) your use of the Beta Software is for the sole purpose of evaluating and testing the product and providing feedback to Carbonite, and (v) you shall inform your employees, staff members and other users regarding the nature of the Beta Software. Your use of the Beta Software is and shall be subject to these Terms.

Indemnification; Limitation of Liability. YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR YOUR CONDUCT, YOUR DATA, AND YOUR BACKED-UP DATA RELATED TO THE CARBONITE PRODUCTS. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD CARBONITE, AND ITS OFFICERS, DIRECTORS, SHAREHOLDERS, AFFILIATES, SUPPLIERS AND LICENSORS HARMLESS FROM AND AGAINST ANY AND ALL LOSS, COST, DAMAGE, LIABILITY AND EXPENSE (INCLUDING ATTORNEYS' FEES, EXPERT FEES AND OUT-OF-POCKET EXPENSES) ARISING OUT OF, RESULTING FROM, OR IN CONNECTION WITH YOUR BREACH OF THESE TERMS, YOUR USE OF THE CARBONITE PRODUCTS, OR YOUR BACKED-UP DATA. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CARBONITE OR ITS AFFILIATES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY COST TO PROCURE SUBSTITUTE SERVICES OR DATA, OR ANY DIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, EXEMPLARY, OR ANY OTHER DAMAGES, INCLUDING DAMAGES FOR PERSONAL INJURY, LOST PROFITS, LOSS OF DATA AND BACKED-UP DATA, BUSINESS INTERRUPTION, OR LOST REVENUES, ARISING OUT OF YOUR USE OR INABILITY TO USE THE CARBONITE PRODUCTS, THIRD PARTY COMPONENTS, OR BETA SOFTWARE, OR YOUR USE OF DATA OR FILES STORED THEREIN, EVEN IF CARBONITE HAS BEEN ADVISED ABOUT THE POSSIBILITY OF SUCH DAMAGES (WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR OTHERWISE)). IN ANY CASE AND WITHOUT LIMITING THE FOREGOING, THE ENTIRE LIABILITY OF CARBONITE AND ITS AFFILIATES, SUPPLIERS AND LICENSORS FOR ALL DAMAGES OF EVERY KIND AND TYPE (WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) SHALL BE LIMITED TO THE LICENSE FEES PAID BY YOU TO CARBONITE IN THE TWELVE (12) CALENDAR MONTHS PRIOR TO THE DAMAGES ARISING. IF THE CARBONITE PRODUCTS ARE PROVIDED TO YOU WITHOUT CHARGE, THEN CARBONITE SHALL HAVE NO LIABILITY TO YOU WHATSOEVER. THE FOREGOING TERMS SET A LIMIT ON THE AMOUNT OF DAMAGES PAYABLE AND ARE NOT INTENDED TO ESTABLISH LIQUIDATED DAMAGES.YOU EXPRESSLY RECOGNIZE AND ACKNOWLEDGE THAT SUCH LIMITATION OF LIABILITY IS AN ESSENTIAL PART OF THIS AGREEMENT AND IS AN ESSENTIAL FACTOR IN ESTABLISHING THE PRICE OF THE CARBONITE PRODUCTS. Some jurisdictions do not allow the exclusion of incidental or consequential damages, or the limitation on how long an implied warranty lasts, so some of the foregoing terms may not apply to you.

Governing Law and Arbitration

These Terms shall be governed, construed and enforced in accordance with the laws of the Commonwealth of Massachusetts without reference to conflicts of law principles. The parties agree that the exclusive jurisdiction of any actions arising out of, relating to, or in any way connected with these Terms, shall be in the state or federal courts, as applicable, located in the City of Boston or the County of Suffolk, Massachusetts.

Any dispute, controversy, or claim arising out of or relating to this Agreement, including the arbitrability of the matter or the formation, interpretation, scope, applicability, termination, or breach thereof, shall be referred to and finally determined by arbitration in accordance with the JAMS Streamlined Arbitration Rules and Procedures, or JAMS International Arbitration Rules, if the matter is deemed "international" within the meaning of that term as defined in the JAMS International Arbitration Rules. The arbitration shall be administered by JAMS, shall take place before a sole arbitrator, and shall be conducted in Boston, Massachusetts. If the JAMS International Arbitration Rules apply, the language to be used in the arbitral proceedings will be English. Judgment upon the arbitral award may be entered by any court having jurisdiction. This section shall apply to and require arbitration of all disputes, controversies and claims, regardless of whether such disputes, controversies, or claims concern a single individual, entity, or other person, multiple individuals, entities, or other persons, or classes of individuals, entities, or other persons.

Additional Terms

Privacy and Security. See Carbonite's Privacy Policy and Security Policy, which you can access by navigating the tabs above or by clicking Privacy Policy and Security Policy, for information and notices concerning Carbonite's collection, use and security of your personal information.

Export. You shall not export, directly or indirectly, the Carbonite Products to any country for which the United States requires an export license or other governmental approval. You shall not use the Carbonite Products to store, backup, or distribute child pornography or other illegal files or data. You shall defend, indemnify and hold Carbonite harmless from and against any and all damages, fines, penalties, assessments, liabilities, costs and expenses (including attorneys' fees, expert fees and out-of-pocket expenses) arising out of any claim that you are storing child pornography or other illegal files or data, or that the Carbonite Product was exported or otherwise shipped or transported by you in violation of applicable laws, rules and regulations.

Government Use. For the avoidance of doubt, the Carbonite Products constitute commercial computer software as that term is described in 48 C.F.R. 252.227-7014(a)(1). If acquired by or on behalf of a civilian agency, the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to these Terms as specified in 48 C.F.R. 12.212 (Computer Software) and 12.211 (Technical Data) of the Federal Acquisition Regulations ("FAR") and its successors. If acquired by or on behalf of any agency within the Department of Defense ("DOD"), the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to these Terms as specified in 48 C.F.R. 227.7202-3 of the DOD FAR Supplement ("DFARS") and its successors.

Use Outside of the United States. If you are using the Carbonite Products outside of the United States, please navigate to the Frequently Asked Questions (FAQs), for country-specific information that applies to your use of the Carbonite Products.

General. These Terms, which incorporate the Privacy Policy, Security Policy, Pricing Policy and Frequently Asked Questions (FAQs), each of which you can access by clicking on these links or navigating the tabs above, constitute the entire understanding of the parties and supersede all prior and contemporaneous written and oral agreements with respect to the subject matter hereof. In particular, if you are a current licensee of Carbonite Products, these Terms shall supersede your existing license agreement and that agreement shall be of no further force or effect. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in the construction or interpretation of these Terms. As used in these Terms, the words "include" and "including," and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words "without limitation." If one or more of the provisions herein shall be held invalid, illegal, or unenforceable in any respect, the validity, legality and enforcement of the remaining provisions shall not be affected or impaired. The failure to enforce or the waiver by either party of a default or breach of the other party shall not be considered to be a waiver of any subsequent default or breach. If you or Carbonite cannot perform its obligations under these Terms because of any act of God, accident, strike, court order, fire, riot, war, failure of third party equipment, or any other cause not within the affected party's reasonable control and that could not be avoided through the exercise of reasonable care and diligence (a "Force Majeure Event"), then the non-performing party will: (i) promptly notify the other party; (ii) take reasonable steps to resume performance as soon as possible; and (iii) not be considered in breach during the duration of the Force Majeure Event. If a Force Majeure Event continues for five (5) or more business days, Carbonite may terminate your subscription to the Carbonite Products and these Terms by providing written notice to you. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT IN THE EVENT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SET FORTH HEREIN SHALL REMAIN IN FULL FORCE AND EFFECT. The following provisions shall survive termination or expiration of this Agreement: Account Access and Ownership; Effect of Non-Renewal or Termination; Disclaimer of Warranties; Indemnification; Limitation of Liability; Governing Law and Arbitration; and Additional Terms. Any inconsistency between these Terms in English and these terms in any other language shall, to the fullest extent permitted by applicable law, be resolved by reference to the English version.