Off-Site Backup Agreement

Last updated: August 14, 2018

OFF-SITE BACKUP AGREEMENT

This Off-Site Backup Agreement(the “Backup Agreement”) is between Advanced Technology Group, Inc. (“ATG”, “We”, “Us” or “Our”) and the entity identified in the applicable Order Form (“You” or “Your”).  ATG and You are each a “Party” and together are the “Parties” to this API License.

The terms the Master Customer Agreement (“Agreement”), available at http://legal.atgonline.comare incorporated into and made a part of this Backup Agreement.  Capitalized terms used in this Backup Agreement and not otherwise defined herein will have the meaning given to them in the Agreement.

In the event of any conflict or inconsistency between the terms and conditions of this Backup Agreement, the Agreement or any Order Form, the following order of precedence will apply: (1) the applicable Order Form, (2) this Backup Agreement, and (3) the Agreement.

This Backup Agreement sets forth the additional terms and conditions that governs Our backup of Your Content.

1. Definitions.
   1. “Backup Services” means periodic off-site automated data backup and recovery services provided by ATG and/or its Service Provider.
   2. “Service Provider” means any third party service provider that may provide services to Our customers or in support of the Services.
2. Backup Services for Your Content.
   1. Subject to the terms and conditions of this Backup Agreement and the Agreement, You grant Us and Our Service Providers the right to perform Backup Services for Your Content in any location.
   2. During the term of the applicable C3 On Premise License, We will provide Backup Services for Your Content solely for backup and recovery purposes. Your Content will be stored primarily at Amazon Web Services. We may, in our sole discretion without advanced notice to You, migrate Your Content to another location and/or Service Provider.
   3. We shall retain all backups of Your Content for a period of thirty (30) days. We may change the period of retention from time to time in Our sole discretion.
3. Exclusions.We will not update, insert, remove or restore Your Content on Your behalf or for any purposes other than as stated in Section 2.2. We are not responsible or liable for any Loss due to Your or Your Authorized Users’ acts or omissions.
4. Disaster Recovery.
   1. During the term of the applicable C3 On Premise License, upon Your request, We will restore Your Content within a commercially reasonable amount of time following such request.
   2. During the term of the applicable C3 On Premise License, subject to Your payment of the applicable Fees set forth in the applicable Order Form, We may restore Your Content onto the applicable C3 SaaS Software within a commercially reasonable amount of time following such request solely for purposes of allowing You to operate during the pendency of any Force Majeure Event or other disaster.
   3. You acknowledge and agree that We cannot guarantee recovery of any data and that any assistance provided by Us in recovering data is provided on a commercially reasonable efforts basis.
   4. You hereby covenant not to sue, and You waive and release Us from any and all liability for any and all Loss to Your Content arising out of, caused by, or related in any way to a Force Majeure Event or other disaster, failure of Our or Our Service Provider’s systems and how You backed up Your Content.
5. Term.The term of this Backup Agreement shall be coterminous with the term of the Agreement. Sections 1, 3, 4.3and 4.4shall survive the expiration or termination of this Backup Agreement.