These E2 Specific Terms (the “E2 Terms”) apply to Carbonite’s E2 product that combines cloud and on-site data protection (“E2”). By purchasing or using E2 solution, you agree to be bound by the General Terms and these E2 Terms. Capitalized terms not defined in these E2 Terms will have the meaning given to them in the General Terms.
1. ADDITIONAL DEFINED TERMS
“E2 Appliance Software” means Carbonite software that is pre-loaded onto E2 Hardware.
“E2 Client Software” means Carbonite proprietary software agents, clients and plug-ins that are installed on your specific devices in order to copy Customer Content from such devices.
“E2 Cloud Services” means Carbonite’s cloud back-up services.
“E2 Hardware” means the leased hardware components of the on-site appliance.
“E2 Software Components” means the E2 Client Software and the E2 Appliance Software.
“E2 Solution” is comprised of three components: (a) E2 Cloud Services, (b) E2 Software Components and (c) E2 Hardware.
“License Location” means the location where you are authorized by Carbonite to use E2.
“License Period” means the term set forth at the time of purchase.
2. LICENSE GRANTS
Except for the limited rights granted herein, Carbonite and its licensors retain all right, title and interest in and to the E2 Software Components and the E2 Hardware and all intellectual property rights therein.
a. E2 Cloud Services. Subject to the terms and conditions of this Agreement, for the term of the License Period, you and your Authorized Users may access and use the E2 Cloud Services solely (i) for your personal use, with no right to make such E2 Cloud Services available to third parties by providing a hosted service; (ii) in accordance with the applicable Documentation; and (iii) in accordance with Restrictions and Requirements applicable to the E2 Cloud Services. Your authorization to use the E2 Cloud Services is non-exclusive, non-transferable, non-sublicensable, terminable and limited to the Restrictions and Requirements as set forth in the Documentation.
b. E2 Software Components. Subject to the terms and conditions of this Agreement, for the term of the License Period, Carbonite grants to you a non-exclusive, non-transferable, revocable, fee-bearing, limited license (without the right to sublicense) to install, execute and use the E2 Software Components solely: (i) in object code format, (ii) in accordance with the applicable Documentation, (iii) subject to all other Requirements and Restrictions, and (iv) for your personal use in the Licensed Location, with no right to make such software available to third parties either by transferring copies thereof or by providing a hosted service. The E2 Appliance Software must only be used and executed solely on the E2 Hardware, as installed thereon.
c. E2 Hardware. E2 Hardware is leased to you as part of the E2 Solution. E2 Hardware is not sold to you and no transfer of title in the E2 Hardware is effectuated in connection with the E2 Solution. You acknowledge and agree that the E2 Hardware shall not be deemed to be a fixture of any part of your premises. Subject to the terms of this Agreement, for the term of the License Period, Carbonite grants to you a non-exclusive, non-transferable, revocable, fee-bearing, limited lease (without the right to sublease) to use the E2 Hardware solely: (a) as part of the E2 Solution; (b) to execute the E2 Appliance Software, (c) subject to all other Requirements and Restrictions, and (d) for your personal use in the Licensed Location, with no right to transfer the E2 Hardware to any other location or third party, or otherwise grant access to third parties to use the E2 Hardware for any purpose, including but not limited to use of the E2 Hardware to provide a hosted service to third parties. No other use of the E2 Hardware is permitted. The E2 Hardware may not be used separate and apart from the E2 Appliance Software. You may not sell, lease, abandon, or give away the E2 Hardware or permit any unauthorized third party to access or use the E2 Hardware.
3. CUSTOMER RESPONSIBILITY FOR MAINTENANCE OF APPLIANCE
You agree that you will: (A) store and operate the E2 Hardware in a manner and under the environmental conditions specified in the Documentation so that the E2 Hardware remains in good operating condition and (B) not allow anyone other than Carbonite or a Carbonite authorized agent to service the E2 Software Components or E2 Hardware. In the event the E2 Hardware requires repair or replacement, Carbonite will, in its sole discretion, repair or replace the E2 Hardware at Carbonite’s expense, provided, however, that if the E2 Hardware is in need of repair or replacement as a result of your actions, omissions, or violation of these E2 Terms, you authorize Carbonite to charge your Card-On-File a non-refundable fee equal to the costs incurred by Carbonite to repair the E2 Hardware and all shipping and handling fees associated with the repair.
The E2 Hardware is not licensed for use in life support systems, human implantation, nuclear facilities or any other application where E2 Hardware failure could lead to loss of life or property damage. If you use the E2 Hardware for use in such applications, you acknowledge that (i) any such use or non-compliance is at your sole risk, (ii) Carbonite and its licensors and suppliers are not liable, in whole or in part, for any claim or damage arising from such use, and (iii) you shall indemnify, defend and hold Carbonite, its licensors and suppliers harmless from any claims, damages, losses, costs, expenses and liabilities arising out of or in connection with such use, including if applicable (x) Carbonite's compliance with your designs, specifications, or instructions, (y) modification of any E2 Hardware by anyone other than Carbonite, or (z) use of the E2 Hardware in combination with other products or in violation of this section.
5. RETURN OF E2 HARDWARE
You agree to promptly return the E2 Hardware in an undamaged condition within ten (10) calendar days of non-renewal, cancellation, or expiration of the E2 Solution or issuance of replacement E2 Hardware to you (the “Return Period”). You are solely responsible for deleting any Customer Content stored on any E2 Hardware prior to returning the E2 Hardware to Carbonite. You acknowledge and agree that Carbonite will not be responsible for any use or disclosure of any stored Customer Content that remains on any returned E2 Hardware. You will be responsible for the (i) cost of shipping and handling in connection with the return of the E2 Hardware to Carbonite and (ii) risk of loss associated with the E2 Hardware until it arrives at Carbonite’s warehouse. Carbonite reserves the right to charge your Card-On-File for the replacement cost of the E2 Hardware if Carbonite does not receive the E2 Hardware by the end of the Return Period.