Terms and Conditions

This Terms and Conditions governs the use of all Services CognoSystems Inc provides to the customer, as identified in the order form the customer signs for Services (each, an “Order Form”). By the signing the Order Form, the customer agrees to be bound by all the terms and conditions of this Agreement (as defined below) including the agreed limitations of liability.

1. Agreement

   1. Objective: This document defines the terms and conditions under which the services specified in the Order Form is to be delivered.
   2. Conflict: In the event of a conflict or inconsistency between any applicable Appendix, this Terms and Conditions and Order Form, the Additional Provisions in the Order Form will govern to the extent required to resolve the conflict or inconsistency.

2. Definitions & Interpretations

   1. Definitions: In this Agreement, the following terms have the following meanings, and all other capitalized terms have the meaning given to them elsewhere in this Agreement:

      “ACH” means Automated Clearing House.

      “Agreement” means collectively; the Terms and Conditions, the terms of each Order Form accepted by CognoSystems Inc and any applicable Additional Service Terms and Conditions in the service Appendices.

      “Cancellation Request” means a service cancellation request submitted to CognoSystems Inc via a CognoSystems Inc support request via support@cognocloud.ca.

      “Cloud Services” means CognoSystems Inc cloud services such as Disaster Recovery as a Service & Backup Storage as a Service.

      “Confidential Information” means all non-public information disclosed by either the customer or CognoSystems Inc to the other that the recipient should reasonably understand and be aware to be confidential. CognoSystems Inc Confidential Information includes unpublished pricing information and terms of service, audit reports, compliance and certification reports, security reports, product development plans, data center designs, server configuration designs and other proprietary information or technology. Confidential Information does not include customers’ data that is hosted, stored or transmitted using the Services. Our commitment to you with regards to the security of the customers’ data is set forth in Section 7 of this Agreement.

      “Customer”, “you” or “your” means the customer identified on the Order Form.

      “EFT” means Electronic Fund Transfer, also known as Direct Debit or BACS payment.

      “Fees” means the fees for Services as specified in the customer Order Form and/or proposal.

      “Initial Term” means the duration of services for a customer on their first agreement with CognoSystems Inc.

      “On Demand Services” means all Services delivered to customer using the On Demand Cloud Platform.

      “Order Form” means any written order (either in electronic or paper form) provided to customer by CognoSystems Inc for signature, which describes the Services customer is purchasing, and that is signed by the customer, either manually or electronically.

      “Parties” means Customer and CognoSystems Inc.

      “Service Level Agreement” means the applicable Service Level Agreement located in the Appendix for the specific service the customer is using.

      “Services” means all services provided to Customer by CognoSystems Inc and more specifically outlined in the customers’ Order Form.

      “Users” means Customer and its employees, contractors, agents, lawyers, auditors or end users of the Services, including any persons whom the customer provides with access to, or on whose behalf access, the Services or CognoSystems Inc’s Confidential Information.

      “Website” means the CognoSystems Inc website, currently located at www.cognocloud.ca.

   2. Interpretations
      1. headings are for reference only and do not affect the scope or meaning of this Agreement;
      2. words importing persons include individuals, partnerships, associations, trusts, unincorporated organizations, societies and corporations;
      3. “including” means including without limitation;
      4. the singular includes the plural and vice-versa; and
      5. reference to a day or month means a calendar day or month, unless expressly stated otherwise.

3. Services and Term

   1. Services: CognoSystems Inc will provide the Services and the applicable support as listed and specified on the customers’ Order Form, and in accordance with the Appendix
   2. Term: The duration of the customers’ Services is specified on the applicable Order Form in accordance with the following:
      1. Initial Term: Where the customer have committed to a minimum term (typically a multiple of 12 months), the “Initial Term” are the periods stated in the Order Form. At the end of the Initial Term, the Service will continue on a 12 month basis unless customer provides CognoSystems Inc with a Cancellation Request indicating customer does not wish to renew at least 30 days prior to the end of initial term, where by – customer will then be month-to-month.
      2. Month-to-Month: If Services are specified in the applicable Order Form as “month-to-month” or if no Initial Term is listed for each product/service, then customer may cancel that service by providing CognoSystems Inc with a Cancellation Request indicating the customer does not wish to renew at least 30 days prior to the date the customer wishes the Service to be cancelled.

4. Customer Obligations

   1. Customer obligations:
      1. to comply with all applicable laws in connection with the provisioning, ordering, use and payment of any Services;
      2. use the Services only for lawful purposes and in accordance with this Agreement and the CognoSystems Inc policies and guidelines notified to customer;
      3. to reasonably cooperate with CognoSystems Inc’s investigations of outages, security problems and any suspected breach of this Agreement;
      4. to immediately notify CognoSystems Inc of any unauthorized use of the Services, or any other breach or suspected breach of the security of the Services;
   2. Users: The customer is responsible for the use of and access to the Services by all Users and their compliance with the obligations under this Agreement, including any terms in the service Appendix.
   3. Indemnity: The customer agrees to defend, indemnify and hold harmless CognoSystems Inc, its parent company, and their affiliates, subsidiaries, personnel and representatives, jointly and severally, from and against any and all third party claims, damages, losses, liability, causes of action, judgments, costs or expenses (including reasonable legal fees) directly or indirectly arising from, connected with or relating to any breach of this Agreement by you, your Users or your customers.

5. Payment Terms

   1. When Your Fees Are Due:
      1. All Fees charged under this Agreement are due and payable by the customer on the due date of the invoices generated by CognoSystems Inc, unless otherwise specified in Order Form, or where otherwise agreed to in writing by the Parties.
      2. With regards to Cloud Services, the Services will be billed in arrears and payments are due 30 days after the date of the invoice.
      3. Non-recurring Fees (such as initial set-up, paid-for support requests or any other non-recurring service) will be billed on or around the date incurred, or on or around the first billing cycle that follows the date incurred, at CognoSystems Inc’s option, and are payable by customer within 30 days of the date of the invoice.
      4. Unless otherwise agreed to in an Order Form or by customer and CognoSystems Inc, the billing cycle will be monthly, beginning on the date that CognoSystems Inc first makes the Services available to your Users.
      5. Customer must report any overcharges or billing disputes to CognoSystems Inc within 60 days of the time customer become aware, or should have become aware, of the existence of the overcharge or dispute. Customer agree that charges that are not disputed within 60 days of the date they are charged are conclusively deemed accurate.
   2. Additional Terms Affecting Payments by Credit Card:
      1. If customer pay by credit card or ACH or EFT, then CognoSystems Inc will charge your credit card or bank account (as applicable) to pay for any charges that may apply to your account, including any verification or hold amounts charged to your credit card.
      2. Customer agrees that you will notify CognoSystems Inc of any changes to your credit card, ACH or EFT account, your billing address or any other information CognoSystems Inc may reasonably require in order to process your payments in a timely manner.
      3. CognoSystems Inc is committed to minimizing fraudulent activities associated with its Services. You must ensure your billing, contact and other account information (including credit card details) is accurate and up to date, and that any credit card payments have been properly authorized by the cardholder. Where CognoSystems Inc reasonably believes fraudulent activity has occurred with regards to payment for Services, it is entitled to take immediate action, including terminating the Services.
   3. Other Fees: Customer is responsible for paying CognoSystems Inc the following additional fees:

      Fee	Description	Rate
      Interest	Customer may be required to pay interest accruing from the date an undisputed or overdue invoice is due.	1.5% per month
      Collection Costs	Customer will be responsible for any costs CognoSystems Inc incurs in enforcing collection of any fees payable by you under this Agreement, including reasonable legal fees, court costs or collection agency fees.	Various
      Insufficient Funds, NSF	Any costs CognoSystems Inc incurs due to insufficient funds or other charges incurred in connection with payment processing of your account.	The NSF fees payable for returned checks/cheques are: USD $30, CAD $30 in the United States and Canada respectively. The NSF fees payable for returned ACH orders are USD $25.

   4. Suspension: CognoSystems Inc may immediately suspend a Service, upon notice to customer, where the Fees for such Service are overdue. Where customer has multiple Services with CognoSystems Inc, only the Service(s) for which payment is overdue may be suspended, upon notice to customer.
   5. Price Reviews: No less than 30 days prior to the end of any Initial Term (or prior to the end of any subsequent renewal terms), and at any time upon 30 days notice to customer with respect to Month to Month, CognoSystems Inc may increase the Fees in relation to your Service. CognoSystems Inc may increase the Fees during any Initial Term and will give sixty (60) days’ notice of any such increase in Fees. Where such Fee change is in excess of 15% of the total Monthly recurring charge, Customer is entitled to terminate the Services for which the Fee change has been applied and provided Customer has given notice of its intent to terminate to CognoSystems Inc within thirty (30) days of receiving notice of the price increase.

6. Terminating Your Services

   1. Termination: This Agreement and all Services, or a single Service provided to customer by CognoSystems Inc, may be terminated in one of the following ways:
      1. subject to Sections 6.2 below, by customer for any reason by providing CognoSystems Inc with a Cancellation Request 30 days prior to the date the customer wishes to cancel your Services;
      2. with respect to Cloud Services, by the customer for any reason upon notice to CognoSystems Inc, provided the customer have not committed to an Initial Term for such Cloud Services;
      3. by CognoSystems Inc for any reason by providing the customer with notice at least 30 days prior to the date we intend to terminate this Agreement, the Services, or a Service;
      4. by CognoSystems Inc immediately if the customer fails to pay any fees for Services later than 10 days after they are due, or if CognoSystems Inc determines that the customer have used fraudulent information to order or pay for your Services;
      5. by either the customer or CognoSystems Inc, if the other Party commits a material breach or fails to perform any obligations under this Agreement, and has not remedied the breach within 30 days after receipt of a notice from the non-breaching Party identifying the breach or failure; or
      6. as otherwise provided in this Agreement, including as set forth in the applicable appendices.
   2. Early Termination Fees:

      All Services shall be deemed to be Standard Services unless clearly indicated otherwise by CognoSystems Inc on the Order Form.

      1. Standard Services: Subject to Section 6.2 (b) below, if the customer terminates this Agreement or a Service before the end of its Initial Term (the “Terminated Services”) by providing a Cancellation Request to CognoSystems Inc, customer agrees to paying all the Fees for your Services provided by CognoSystems Inc through the remainder of the initial term.
      2. Non-standard Services: If the customer terminates a Service provided by CognoSystems Inc using non-standard hardware procured specifically for Customer at Customer’s request, then in addition to paying the Fees for your Services provided by CognoSystems Inc through the remainder of the initial term, the customer will pay to CognoSystems Inc an early termination fee equal to 100% of the total Fees payable for the Terminated Services for the remainder of your Initial Term.

7. Regulatory and Service Responsibilities

   1. Security: CognoSystems Inc will maintain the security of the cloud services equipment, virtual environment and physical data center in accordance with industry best practices and best efforts.
   2. Customer Data: CognoSystems Inc is not aware of and does not monitor the type, nature or value of your data either passing over our network or being stored in our hardware, nor can we audit, view or manipulate your data in the ordinary course of business. The following provisions explain how we operate and your responsibilities:
      1. Data Retention/Server Reclaim: CognoSystems Inc will remove and permanently delete any data stored on its systems or servers following the termination of any Services in accordance with its internal procedures. The customer will not have access to the systems or hardware following termination of a Service; therefore it is your responsibility to retain a copy of the data prior to termination. Where the customer requests a copy of such data prior to termination, and where CognoSystems Inc’s systems permit recovery of such data, CognoSystems Inc will use reasonable efforts to provide the customer with a copy of your data, subject to your payment of any reasonable fees quoted by CognoSystems Inc in association with your request.
      2. Regulations: The customer is responsible for understanding the regulatory requirements applicable to your particular use or business and for selecting services that meet such requirements.
      3. Data losses: Some of our services are designed to minimize and/or mitigate the risk of data losses, to the extent possible. The customer is responsible for selecting services appropriate to your needs.
   3. Monitoring User Activity: Users voluntarily engage in the use of the Internet and bear the risks associated with that activity. The customer acknowledges and agrees that:
      1. CognoSystems Inc exercises no control over this use and is under no obligation to monitor you or other Users and customers of CognoSystems Inc with respect to breaches of this Agreement, or any content or information made available for distribution using the Services, including any information passing through CognoSystems Inc’s host computers, network hubs, and points of presence, the Internet, or any content any User may display or post on a website.
      2. CognoSystems Inc will not be liable to the customer or any other party for unauthorized access to, alteration, theft or destruction of information distributed or made available through the Services through accident or fraudulent means or devices.
   4. Interruption of Service: CognoSystems Inc does not guarantee that (i) access to any Service will be uninterrupted or completely error-free; (ii) that defects can or will be corrected; or (iii) that any Service will be completely secure. Customer agrees that:
      1. except as expressly provided in the Service Level Agreement in the Appendix, CognoSystems Inc will not be liable to the customer, a User or any other third party for any temporary delay, outage or interruption of a Service; and
      2. CognoSystems Inc is not liable for any delay or failure to perform its obligations under this Agreement where the delay or failure results from an act of God or other cause beyond CognoSystems Inc’s reasonable control.
   5. Customer Requirements: The customer acknowledges and agrees that it is your responsibility to ensure that the Services are appropriate and suitable for your requirements. Where CognoSystems Inc provides advice in reference to your Service requirements or the configuration of any equipment used in connection with your Service, such advice is provided in a good faith basis using reasonable skill and care. Professional services are subject to separate agreement between the Parties.
   6. Patches: The customer is responsible, where applicable for subscribing to CognoSystems Inc’s patching program. If you restrict CognoSystems Inc’s access to your servers or CognoSystems Inc’s ability to roll out patches to you, it is your responsibility to implement and install appropriate and updated patching policies to secure your Services.
   7. End of Life Support: CognoSystems Inc may identify your Service or a product component of your Service as “End of Life” (each, an “EOL Product”) and request that the EOL Product be replaced by a CognoSystems Inc supported service or component and that the customer migrates your Services to such CognoSystems Inc supported service or component. CognoSystems Inc has no obligation to continue to make an EOL Product available after the End of Life date identified by CognoSystems Inc; however, CognoSystems Inc may, at its discretion, continue to provide the EOL Product, or Services affected by an EOL Product, subject to the following limitations:
      1. CognoSystems Inc’s Service Level Agreements and performance guarantees will not apply to the EOL Product or any aspect of your Service that is adversely affected by the EOL Product;
      2. CognoSystems Inc may only be able to provide limited support with respect to the EOL Product and the affected Service and any such support is provided on an “as-is” basis;
      3. CognoSystems Inc will not be liable to the customer for any loss or damage arising from the provision of the EOL Product or any aspect of the Service affected by the EOL Product; and
      4. CognoSystems Inc may, no more than once per calendar year, and at its sole discretion conduct a pricing review and adjust the price of your Services to account for the additional cost to CognoSystems Inc involved in maintaining and providing Services to the customer using your EOL Product.
   8. Insurance: CognoSystems Inc will maintain insurance commensurate with its potential liabilities under this Agreement. The customer agrees that insurance covering actual losses to your business, including losses related to interruption of business or cybercrime, are your responsibility.

8. Confidentiality

   1. Any Confidential Information disclosed by one Party (“Disclosing Party”) to the other Party (“Recipient”) in connection with this Agreement that is marked confidential will be protected and held in confidence by the Recipient. The customer and CognoSystems Inc agree that Confidential Information will be used only for the purposes of this Agreement.
   2. Disclosure of Confidential Information will be restricted to the Recipient’s employees, contractors, affiliates or agents (including auditors, lawyers and consultants) on a “need to know” basis in connection with the services, each of whom are bound by confidentiality obligations no less stringent than these prior to such disclosure. Each Party may disclose Confidential Information relating to the Services to providers of goods and services to the extent such disclosure is necessary and reasonably anticipated.
   3. A Recipient may disclose Confidential Information to the extent required by law, but the disclosure does not relieve the Recipient of its confidentiality obligations with respect to any other party.
   4. The customer agrees that any audit, compliance, certification or security reports provided to the customer by CognoSystems Inc are for your internal use only and are not to be disclosed or distributed by you to any third party. You agree that the terms of any Order Form you may place with CognoSystems Inc are the confidential information of CognoSystems Inc and you will maintain the strict confidentiality of this information.

9. Branded Products

   1. Hardware and Software: CognoSystems Inc makes every effort to adopt a ‘best in class’ strategy with regards to the products it uses to provide the Services. However, CognoSystems Inc does not manufacture the hardware, and in most cases does not develop the software components, that are used to provide the Services (the “Branded Products”). CognoSystems Inc does not make any representations or warranties regarding either fitness for any particular purpose, nor any standard or quality, unless this forms part of the manufacturers’ or developers’ specifications for such Branded Products. This Section does not affect your rights under the Service Level Agreement detailed in the service Appendix.
   2. Liability for Defects: CognoSystems Inc is dependent on manufacturers and developers of the Branded Products for updates and patches, including security patches, and will have no liability to you, your Users or any third party with respect to security vulnerabilities inherent in the applicable Branded Products.
   3. End User License Terms: Customer agrees:
      1. that you will not (i) copy any license keys or otherwise decrypt or circumvent any license keys with respect to the Branded Products; (ii) run Branded Products on a second system or through any other hosting provider; (iii) remove, modify or obscure any copyright, trademark or other proprietary rights notices that appear on or during the use of any Branded Product; or (iv) reverse engineer, decompile, or disassemble any Branded Product, except to the extent such activity is expressly permitted by the vendor of the Branded Products or applicable law;
      2. to observe the terms of any license or applicable end user subscriber agreement for Branded Products made available to you;
      3. that CognoSystems Inc will not have any liability to you or any other party resulting from your violation of any license agreements or end user subscriber agreements that govern such Branded Products; and
      4. that you will be solely responsible for any additional software or products that you install or use in connection with the Services. Additional restrictions may apply to any Microsoft software provided to you in connection with the Services. The customer agrees to comply with all applicable Microsoft Corporation licensing terms.
   4. Third Party Vendors: CognoSystems Inc may from time to time introduce you to third party vendors with whom you contract for services. CognoSystems Inc provides no warranty with respect to such services and you are responsible for assessing the appropriateness of the Third Party Vendors and their services for your requirements.

10. Limitation of Liability

    1. The provision of the Services by CognoSystems Inc is subject to the limitations on liability outlined in this Section and sets out the Parties’ entire liability arising out of or in connection with this Agreement. The customer acknowledges and agrees that the Fees for the Services under this Agreement are based upon this allocation of risk.
    2. Nothing in this Agreement is intended to exclude or limit either Party’s liability for any loss or damage resulting from:
       1. death or personal injury caused by its negligence;
       2. fraud or fraudulent misrepresentation; and
       3. any other type of liability that cannot be limited or excluded as a matter of law.
    3. Neither Party will be liable to the other in respect of:
       1. any indirect, incidental, special, punitive, exemplary or consequential losses or damages of any kind;
       2. any lost profits (whether direct or indirect);
       3. any loss of revenue (whether direct or indirect);
       4. damages or costs associated with a loss of data; or
       5. any increased or duplicated costs, or any costs related to replacement services by third parties, howsoever arising in connection with the performance or non-performance of the Services under this Agreement or otherwise.
    4. CognoSystems Inc’s liability to the Customer for any losses or damages whether arising in tort (including negligence), contract or otherwise, is limited to and will not exceed the lesser of:
       1. an amount equal to 3 times the monthly recurring Fee paid by the Customer in the immediately preceding month to which the claim arose; or
       2. fifty thousand dollars ($50,000 CAD)

11. Disclaimers

    1. Except as expressly set forth in this Agreement, the Services, Service Appendices, including all information, content and other services made available by CognoSystems Inc or any Third Party Vendors are provided on an “as is” or “as available” basis and CognoSystems Inc DOES NOT make any representations or warranties regarding the Services.
    2. CognoSystems Inc hereby disclaim, to the fullest extent permitted by law, any express or implied warranties and conditions of any kind or nature whatsoever, including warranties related to any course of dealing, usage or trade practice, or implied warranties and conditions of merchantability or fitness for a particular purpose.

12. Governing Law

    1. Services Rendered in Canada

       Where Services are rendered by CognoSystems Inc in Canada, this Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the laws Canada applicable therein, and all disputes arising out of or related to this Agreement will be brought exclusively in the courts located in the Province of Ontario; provided however that neither Party will be prevented from enforcing any related judgment against the other Party in any other jurisdiction.

13. Dispute Resolution

    1. The customer and CognoSystems Inc agree to use reasonable efforts to resolve any breach of this Agreement through good faith discussions prior to either Party taking any legal action with respect to such breach, except that either Party may seek immediate injunctive relief for any alleged or perceived violation of the other Party’s obligations with respect to Confidential Information, your breach of the Agreement, or any use of the Services by you or your Users which violates applicable law. Such discussions will involve senior representatives nominated by each Party and, if reasonably required, ultimately include the executive management of each Party if necessary. Only if such aforementioned dispute cannot be resolved through such good faith discussions within 30 days may legal action be taken by either Party to enforce its rights under this Agreement.

14. Miscellaneous Provisions

    1. Changes to Our Online Terms: We may from time to time make changes to the Master Service Agreement, any of the Additional service Appendices or the descriptions of our Services, by making changes to those terms on our Website. Any such changes will take effect upon posting of the changes on the Website. If the customer adds additional Services under this Agreement during a term (either the Initial Term or during a renewal Term), then the version of the Agreement (if any) in place on the Website at the commencement of that Term will govern any such additional Services, unless otherwise agreed in writing. If the customer does not agree to our changed terms, you may terminate this Agreement by providing a Cancellation Request to CognoSystems Inc within thirty (30) days of the posting of any such changed terms. Your continued use of the Services following CognoSystems Inc’s posting of the changed terms constitutes your acceptance of those changed terms.
    2. Modifications. Subject to Section 14.1 above, this Agreement may be amended only by a formal written agreement signed by both parties. A description of Services may be amended to modify, add, or remove services by a formal written agreement signed by both parties, or by an exchange of correspondence, including via electronic mail or online, provided correspondence includes the express consent of Customer and CognoSystems Inc.
    3. Relationship: The customer and CognoSystems Inc are independent contractors and this Agreement does not establish any partnership, joint venture, agency, employment, franchise or other relationship between you and CognoSystems Inc unless otherwise agreed upon in writing.
    4. Use of name and logo: The customer consents to CognoSystems’ use of its name and logo for the purposes of marketing, press releases and CognoSystems’ client list (which may be published on its website, and in hard copy marketing materials, or displayed in CognoSystems facilities). Customer may use the CognoSystems name and logo for purposes contemplated in this Agreement.
    5. Waiver: The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not amend or negate the rights of the waiving Party.
    6. Assignment: The customer may not sell, assign or transfer for rights or delegate your duties under this Agreement in whole or in part without the prior written consent of CognoSystems Inc, and any attempted assignment or delegation without CognoSystems Inc’s consent will be void.
    7. Third Party Beneficiaries: The customer and CognoSystems Inc agree that, except as expressly provided in this Agreement or the terms and conditions of use of any Third Party Products, there will be no third party beneficiaries to this Agreement.
    8. Severability: If any provision of this Agreement is held to be invalid or unenforceable for any reason, that provision will be deemed to be severed from this Agreement and the remaining provisions will continue in full force and effect.
    9. Survival: Any provision of this Agreement that, by its nature, is applicable to circumstances arising after the termination or expiration of this Agreement will survive such termination or expiration and remain of full force and effect. No termination or expiration of this Agreement will relieve either you or CognoSystems Inc from any liability arising out of any breach of this Agreement occurring prior to the termination or expiration.
    10. Export Matters: Your use of the Services must be in compliance with applicable laws. Without limiting the foregoing statement, you agree to comply with all restrictions and regulations of the U.S. Department of Commerce, Foreign Affairs, Trade and Development Canada, Innovation and Skills, or any other domestic or foreign agency or authority in connection with your use of the Services, and to not, in violation of any laws, transfer or authorize the transfer of any Services into any U.S., Canadian, UK or U.N. embargoed countries. The customer represents and warrants that you are not located in, under the control of, or a national or resident of any such country or using the Services for a purpose that is otherwise prohibited in accordance with any such list.
    11. Notice: Unless otherwise specified in this Agreement, all notices, demands, requests or other communications required or permitted under this Agreement will be deemed given, in the case of notice to CognoSystems Inc, when delivered personally or upon delivery of overnight or first class mail, or, in the case of notice to the customer, by email to a designated contact email address or upon delivery of overnight or first class mail to your designated contact address.

Appendix

Disaster Recovery as a Service (DRaaS)

Recovery Time Objective (RTO) – refers to the point in time in the future at which you will be up and running again.

RTOs that are defined in the CognoSystems proposal and/or the CognoSystems Order Form are the agreed upon RTOs. Those RTOs will be applied to the service upon installation and seeding of the data. Furthermore – RTOs can be limited by limitations in technology, software, bandwidth, latency and/or any other impacts to the service that are out of the control of CognoSystems service and/or staff. Therefore CognoSystems will meet the agreed upon RTOs on selected systems with a best effort possible.

Recovery Point Objective (RPO) – refers to the point in time in the past to which you will recover.

RPOs that are defined in the CognoSystems proposal and/or the CognoSystems Order Form are the agreed upon RPOs. Those RPOs will be applied to the service upon installation and seeding of the data. Furthermore – RPOs can be limited by limitations in technology, software, bandwidth, latency and/or any other impacts to the service that are out of the control of CognoSystems service and/or staff. Therefore CognoSystems will meet the agreed upon RPOs on selected systems with a best effort possible.

How to declare a disaster process will be provided at the end of the installation in a document titled “CognoSystems DRaaS Declaration Process.” This process will detail how the customer contacts CognoSystems to recover the selected systems as fast as possible to meet the agreed upon RPO and RTO.

Backup Storage & Backup as a Service (BaaS)

Backup Storage and Backup as a Service Data loss, Data Integrity, Data Availability and Data Retention is limited by the limitations in technology, software, bandwidth, latency, and/or any other impacts to the service that are out of the control of CognoSystems service and/or staff. Therefore CognoSystems will meet the agreed upon data retention policy or data availability with a best effort possible service level agreement.