Proof of value agreement

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Effective February 1, 2020

The Proof of Value Agreement (“Agreement”) is by and between the entity participating in a proof of value (“you”) and CrashPlan Group, LLC. (“CrashPlan”). This is effective as of the date you begin your proof of value. The Agreement will continue until the end of your proof of value (“POV Term”) and applies to the products that CrashPlan makes available to you (“Offerings”). If you do not agree to this Agreement, do not begin your proof of value.

1. Definitions

1.1  Authorized Users” means your employees, contractors and service providers.

1.2  “Customer Data” means any data that you provide to CrashPlan through the Offerings.

2. Customer use of the offerings

Offerings and Restrictions. Your Authorized Users may use the Offerings during the POV Term. This Agreement terminates at the end of the POV Term unless terminated earlier by either party for convenience by written notice. You will not (1) permit anyone other than your Authorized Users to use the Offerings; (2) use the Offerings for the benefit of any third party other than your Authorized Users; (3) decompile, reverse engineer, modify or create a derivative work of the Offerings (to the extent this restriction is not prohibited by law); or (4) remove any copyright or other proprietary notices in the Offerings.

3. Security and data processing

CrashPlan will provide the Offerings in accordance with the Information Security Addendum available at CrashPlan will process your Customer Data in accordance with the Data Processing Addendum available at You retain all right, title and interest in and to the Customer Data. You are responsible for providing notices, obtaining consents, and satisfying any other requirements for CrashPlan to use the Customer Data to perform under this Agreement.

4. Warranties and liability

The Offerings are provided “AS IS” and with all faults. Neither CrashPlan nor you are liable for any indirect, punitive special, incidental or consequential damages under any theory of liability. This exclusion applies regardless of whether CrashPlan or you have been advised of the possibility of those damages and regardless of whether any remedy fails of its essential purpose. The maximum aggregate liability for CrashPlan or you for claims under this Agreement will not exceed $250,000.

5. General

This Agreement is governed by the laws of the State of New York without regard to its principles of conflicts of law. Any party may seek injunctive relief in any jurisdiction. Each party will comply with any statutes and regulations that apply to it in its performance under this Agreement, including export administration regulations. The Agreement is the entire agreement of the parties regarding the proof of value and supersedes all prior or contemporaneous communications, understandings and agreements, whether written or oral, between the parties regarding its subject matter. If any provision of the Agreement is held to be invalid or unenforceable, the remaining provisions of the Agreement will remain in force the maximum extent feasible or permitted by law.

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