CLOUD-TO-CLOUD BACKUP SERVICE AGREEMENT

Last Updated: June 2026

This Cloud-to-Cloud Backup Service Agreement (“Agreement”) is entered into between Affordable Computer Solutions 1, INC (“ACS”) and the Customer identified on the applicable quote, proposal, invoice, service agreement, or recurring service subscription. 

1. SERVICE DESCRIPTION

ACS provides Cloud-to-Cloud Backup services utilizing Axcient x360Cloud technology for Microsoft 365 and Google Workspace environments. 

The purpose of this service is to provide an independent backup and recovery platform for supported cloud data stored within Microsoft 365 and Google Workspace. 

This service is intended to help protect against: 

  • Accidental deletion
  • Malicious deletion
  • Ransomware events
  • Data corruption
  • Retention policy limitations
  • User error
  • Administrative error
  • Certain cloud service disruptions

Cloud-to-Cloud Backup services improve recoverability but do not guarantee that all data can be recovered under all circumstances. 

Cloud-to-Cloud Backup services are not an insurance policy, warranty program, or guarantee against data loss, cyberattacks, service outages, regulatory requirements, or business interruption. 

Unless specifically stated in writing, labor, support, restoration assistance, remediation, consulting, data migration, and recovery services are billed separately from the monthly backup fee. 

2. INCLUDED SERVICES

Services may include: 

  • Microsoft 365 mailbox backups
  • Exchange Online backups
  • OneDrive backups
  • SharePoint backups
  • Microsoft Teams backups where supported
  • Google Workspace Gmail backups
  • Google Drive backups
  • Google Contacts backups
  • Google Calendar backups
  • Cloud-to-cloud replication and retention
  • Backup monitoring and alerting
  • Backup status reporting
  • Backup health monitoring
  • Backup failure monitoring
  • Retention policy management

Coverage is limited to data types and services supported by the x360Cloud platform at the time service is provided. 

3. CUSTOMER RESPONSIBILITIES

The Customer is responsible for: 

  • Maintaining active Microsoft 365 and/or Google Workspace subscriptions.
  • Maintaining appropriate licensing for protected users.
  • Notifying ACS of user additions, removals, or licensing changes.
  • Maintaining administrative access required for backup operations.
  • Promptly reporting suspected data loss incidents.
  • Reviewing backup reports when provided.
  • Verifying recovered data meets business requirements.
  • Maintaining cyber liability insurance if desired.

The Customer remains solely responsible for determining what data requires protection and ensuring that protected users remain licensed. 

4. SHARED RESPONSIBILITY ACKNOWLEDGEMENT

The Customer acknowledges that Microsoft 365 and Google Workspace operate under a shared responsibility model. 

Microsoft and Google are responsible for maintaining the availability of their cloud platforms. 

The Customer remains responsible for: 

  • User account management.
  • Retention policies.
  • Access permissions.
  • Data governance.
  • Compliance requirements.
  • Long-term data retention needs.

Cloud-to-Cloud Backup services are intended to supplement, not replace, the Customer’s responsibilities. 

 

5. INCLUDED NON-BILLABLE SERVICES

ACS will provide the following services without additional labor charges: 

  • Monitoring backup job status.
  • Initial investigation of backup alerts and backup failures.
  • Monitoring backup health.
  • Management of backup retention settings.
  • Routine platform maintenance.
  • Resolution of platform-wide service issues.
  • Monitoring and review of backup completion status.

ACS will investigate backup failures and determine the probable cause at no additional charge. 

If the failure is determined to be caused by licensing issues, permission changes, account modifications, API access changes, tenant configuration changes, Microsoft 365 issues, Google Workspace issues, user account issues, administrative changes, or other customer-controlled environments, any labor required to remediate, repair, reconfigure, or restore backup functionality shall be billable at ACS’s then-current hourly labor rate. 

6. BILLABLE SERVICES

The following services are not included in monthly backup fees: 

  • Mailbox restores.
  • OneDrive restores.
  • SharePoint restores.
  • Teams restores.
  • Gmail restores.
  • Google Drive restores.
  • Calendar restores.
  • Contact restores.
  • Data exports.
  • eDiscovery assistance.
  • Compliance requests.
  • Litigation hold assistance.
  • Tenant migrations.
  • Data migration services.
  • Recovery validation.
  • User-level restoration requests.
  • After-hours restoration requests.
  • Onsite assistance.
  • Emergency recovery requests.
  • Any labor required to restore, export, validate, or recover data.

 

Examples of Billable Events 

  • A Microsoft administrator changes permissions causing backups to fail.
  • A Google Workspace administrator revokes API access.
  • A mailbox requires restoration following accidental deletion.
  • A user requests recovery of deleted files.
  • A customer requests export of backed-up data.
  • Tenant configuration changes require backup reconfiguration.

7. THIRD-PARTY SOFTWARE AND VENDOR SERVICES

This service utilizes third-party technologies including: 

  • Axcient x360Cloud
  • Microsoft 365
  • Google Workspace

ACS does not own or control these services and makes no representations regarding: 

  • Vendor uptime.
  • Vendor cloud availability.
  • API availability.
  • Vendor support response times.
  • Vendor feature availability.
  • Vendor licensing changes.
  • Vendor retention policies.
  • Vendor product changes.

Vendor outages, service interruptions, API limitations, licensing modifications, product discontinuations, or feature changes shall not constitute a breach of this Agreement by ACS. 

8. NO WARRANTY

Cloud-to-Cloud Backup services are provided on a commercially reasonable effort basis. 

ACS makes no warranty, express or implied, that: 

  • Every backup will complete successfully.
  • Every email will be recoverable.
  • Every file will be recoverable.
  • Every SharePoint item will be recoverable.
  • Every Teams item will be recoverable.
  • Every Google Workspace item will be recoverable.
  • Backup data will always remain available.
  • Recovery operations will always succeed.

The Customer acknowledges that backup systems reduce risk but cannot eliminate risk. 

9. DATA LOSS ACKNOWLEDGEMENT

The Customer acknowledges that no cloud backup solution can guarantee complete protection against: 

  • Data deletion.
  • Data corruption.
  • Human error.
  • Administrative error.
  • Ransomware.
  • Cyberattacks.
  • Vendor outages.
  • API failures.
  • Licensing issues.
  • Service limitations imposed by Microsoft, Google, or Axcient.

The Customer understands that backup systems reduce risk but cannot eliminate risk. 

10. BACKUP MONITORING AND RECOVERABILITY

ACS actively monitors backup status, completion status, backup health, and backup alerts through the x360Cloud platform. 

Backup monitoring is intended to identify failures and operational issues. 

However, the Customer acknowledges and agrees that: 

  • Backup monitoring does not constitute verification of recoverability.
  • Successful backup completion does not guarantee successful restoration.
  • Successful backup completion does not guarantee recovery of all emails, files, folders, permissions, metadata, versions, or cloud application data.
  • Actual recovery success can only be determined during an actual restoration event.

ACS will use commercially reasonable efforts to identify backup issues but cannot guarantee recoverability under all circumstances. 

11. TERM AND CANCELLATION

Services are provided on a month-to-month basis unless otherwise stated in writing. 

Either party may terminate service with thirty (30) days written notice. 

There are no cancellation penalties or early termination fees. 

Offboarding services are billable and include: 

  • Removal of Microsoft 365 backup connections.
  • Removal of Google Workspace backup connections.
  • Decommissioning backup jobs.
  • Removal of monitoring and alerting configurations.
  • Account closure and documentation updates.

Offboarding services shall be billed at a minimum of fifteen (15) minutes per protected user account at ACS’s then-current hourly labor rate. 

If the Customer requests that backup data remain stored following cancellation while an alternative solution is implemented, ongoing retention fees shall continue to be billed on a per-user, per-month basis until the data is permanently deleted. 

12. LIMITATION OF LIABILITY

ACS’s total aggregate liability under this Agreement shall not exceed the total fees paid by the Customer for Cloud-to-Cloud Backup services during the three (3) months immediately preceding the event giving rise to the claim. 

ACS shall not be liable for: 

  • Lost emails.
  • Lost files.
  • Lost data.
  • Lost profits.
  • Lost revenue.
  • Business interruption.
  • Regulatory penalties.
  • Loss of goodwill.
  • Consequential damages.
  • Indirect damages.
  • Incidental damages.

Regardless of cause. 

13. FORCE MAJEURE

ACS shall not be liable for delays or failures caused by circumstances beyond its reasonable control, including internet outages, cloud provider failures, vendor outages, API failures, cyberattacks affecting third-party providers, natural disasters, utility failures, acts of government, labor disputes, supply chain disruptions, acts of war, or terrorism. 

14. ACCEPTANCE OF VENDOR TERMS

The Customer acknowledges that this service utilizes third-party technologies including Axcient x360Cloud, Microsoft 365, and Google Workspace. 

The Customer agrees to comply with all applicable vendor licensing requirements, usage restrictions, and service terms imposed by such vendors. 

Any violation of vendor licensing requirements shall be the sole responsibility of the Customer. 

15. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between ACS and the Customer regarding Cloud-to-Cloud Backup services and supersedes all prior discussions, representations, and understandings relating to such services. 

By accepting a proposal, quote, invoice, recurring service subscription, or utilizing the services described herein, the Customer acknowledges and agrees to the terms and conditions contained in this Agreement.