SaaS Master License Agreement

Master Subscription License Agreement

Definitions

  1. Definitions
  2. Grant of License; Support
  3. Software and Documentation
  4. Fees
  5. Warranties
  6. Indemnification
  7. Limitation of Liability
  8. Confidentiality
  9. Publicity
  10. Term; Termination
  11. Assignment
  12. Client’s Responsibilities
  13. Client Data

  1. Schedule 1
  2. Schedule 2

  1. Definition of Incident Categories
  2. Service Level Response Times
  3. Service Level Procedures
  4. Accessing the Intelledox Support Portal


EXHIBIT 1

ACCEPTABLE USE POLICY

Intelledox, Inc. (“Intelledox”) has developed this Acceptable Use Policy (the “AUP”) to establish the obligations of each end user client (the “Client”) concerning the Services, as set out in the Agreement and the Order. Intelledox reserves the right to modify the AUP at any time. By using the Services, Client consents to be bound by the terms of this AUP. Intelledox reserves the sole and absolute right to interpret, apply, define and implement this AUP.

Suspension; Termination

If Intelledox determines that Client has violated this AUP, Intelledox may terminate or suspend its provision of the Services to Client. Intelledox will suspend service for violation of the AUP on the most limited basis as Intelledox determines is reasonably practical under the circumstances to address the underlying violation. Intelledox will attempt to notify Client prior to suspending service for violation of the AUP (which may be via email or any other notification); provided, however, Intelledox may suspend service without notice if Intelledox becomes aware of a violation of any applicable law or regulation or activity, including but not limited to a violation of the AUP, that exposes Intelledox to criminal or civil liability or that exposes the Services to harm. Intelledox may take such further action as Intelledox determines to be appropriate under the circumstances to eliminate or preclude repeat violations, and Intelledox shall not be liable for any damages of any nature suffered by any Client or any third party resulting in whole or in part from Intelledox ‘s exercise of its rights under this AUP.

Trade and Export Regulations

Client shall comply with all applicable laws and regulations, including, without limitation, applicable trade and export regulations of the respective country in which the Services are utilized.

Prohibited Content

Use of the Services in violation of any applicable laws, rules or regulations is a violation of this AUP. Such use includes, but is not limited to, use of the Services to distribute content or links to content involving child pornography, terrorist threats, phishing, credit card fraud, racketeering, defamation and slander.

Client shall not use the Services to distribute content or links to content that Intelledox reasonably believes:

  • Constitutes, depicts, fosters, promotes or relates in any manner to pornography or the marketing of pornographic materials,
  • Is unfair or deceptive under the consumer protection laws of any jurisdiction, including chain letters and pyramid schemes;
  • Is defamatory, intended to harass or threaten or violates a person’s privacy;
  • Creates a risk to public safety or health in general or to any individual’s safety or health;
  • Improperly exposes trade secrets or other confidential or proprietary information of any third party;
  • Infringes the copyright, patent or other intellectual property right of any third party, including the Digital Millennium Copyright Act (“DMCA”) or similar legislation;
  • Is malicious or fraudulent or may result in retaliation against Intelledox by offended recipients.

Client shall not use any Services to facilitate the following activities:

  • IRC, Egg Drops, BNC, or IRC bots
  • Proxies
  • Game Servers
  • Online gambling services
  • Unauthorized vulnerability monitoring and testing
  • Unsolicited email and/or SPAM (including but not limited to any conduct that would violate the CAN-SPAM Act of 2003 or any other similar legislation)
  • Denial of Service attacks
  • Server Abuse
  • Distribution of Malware
  • Abuse Complaints

Reporting Violation of AUP

If Client becomes aware of a violation of this AUP, Client shall submit reports of such alleged violation to Intelledox at abuse@Intelledox.com.

Reports of alleged violations should include name, contact information, IP address, and description of the violation. Intelledox shall use commercially reasonable efforts to review all third party reports and take appropriate actions, in its sole discretion, in respect of such violations.


EXHIBIT 2

SERVICE LEVEL AGREEMENT

  1. Definitions

    For the purpose of this SLA, the following terms shall have the corresponding definitions.

    Availability
    Means the total percentage of time within a Calendar Month that the Services are available through the Hosting Services, excluding Scheduled Downtime and Emergency Maintenance, and shall be calculated as follows:
    Availability = Maximum Availability — Service Outage / Maximum Availability x 100
    Calendar Month
    means each calendar month during the term of the Hosting Services.
    Emergency Maintenance
    means there may be instances where it is not practical for Intelledox to give advance notice of a maintenance event, for example, in the event of an unforeseen disruption of a critical service. Addressing these events may require that emergency maintenance be performed. In these cases, Intelledox will be entitled to disrupt the Services to conduct this emergency maintenance without prior notice.
    Maximum Availability
    means the total number of minutes in a Calendar Month less the Scheduled Downtime.
    Scheduled Downtime
    means routine tests, maintenance, upgrades or repairs performed by Intelledox on any part of its infrastructure; provided, Intelledox will provide Client fourteen (14) days prior notice for Client-impacting maintenance, via the Intelledox customer portal. Where possible, such maintenance shall be scheduled outside of standard business hours.
    Service Disruption
    means each occasion of 10 or more consecutive minutes in which Client is unable to access the Services.
    Service Level
    means the Availability of the Hosting Services in a Calendar Month.
    Service Level Exceptions
    means the exclusions from a Service Outage set out in Section 3, below.
    Service Outage
    means the aggregate of Service Disruptions in a Calendar Month, excluding the Service Level Exceptions.
  2. Service Credits

    Subject to the Service Level Exceptions, Intelledox shall provide Client with the following Service Level Credits if in any Calendar Month the Service Availability is 99.5% or lower

    Availability (%) Service Level Credit (%)
    99 – 99.49 2.5
    95 – 98.90 5
    90.1 – 94.9 10
    < 90.0 20
  3. Notice of Service Outage; Remedy

    If Client is unable to access the Services, Client shall promptly notify Intelledox. To receive a Service Level Credit, Client must notify Intelledox during the occurrence of the problem. Upon the conclusion of each Calendar Month, Intelledox shall determine the Service Level for such Calendar Month. If Client is entitled to a Service Level Credit, Intelledox shall, as Client’s sole and exclusive remedy for the Service Outage, include the Service Level Credit on the subsequent annual invoice. If the Service Level Credit occurs in the last month of the Hosting Term, Intelledox shall provide Client with a refund equal to the Service Level Credit within thirty (30) days following termination of the Hosting Services.

  4. Service Level Exceptions

    Intelledox shall not be liable for any failure to meet the Service Level due to, (and a Service Outage shall not include), the following:

    • periods of Scheduled Downtime or Emergency Maintenance;
    • any non-production uses of the Services;
    • a Force Majeure event;
    • any act or omission of Client, including the failure to comply with the Agreement or the AUP; and
    • an outage caused by Client’s hardware, software or other third party equipment procured, licensed or controlled by Client, including network connections and telecommunication problems.

EXHIBIT 3

SUPPORT SERVICES

  1. Overview of Support Services

    1. Client will obtain Support Services for the Services for the initial term set out in an Order. Following such initial term and continuing during the License Term, Client may elect to purchase additional Support Services in twelve (12) month terms at Intelledox’s then current rates in accordance with this Exhibit.
    2. Support Services consist of: (i) reasonable amounts of telephone support to assist Client with the use of the Services in accordance with the Software Support Policies; (ii) Enhancements provided to other Clients of the Services who have paid for Support Services for the current maintenance term; and (iii) the correction of errors or non-conformities with the Services in accordance with the Software Support Policies. All telephone support shall only be provided in English. Support may also be provided through Intelledox’s website or by e-mail.
    3. Support Services for the Services may be terminated by Client prior to the end of a term upon notice to Intelledox. Intelledox may terminate Support Services for the Services upon at least ninety (90) days written notice to Client prior to the end of any term or upon one hundred eighty (180) days written notice to Client for any superseded versions of the Services or if the Services are licensed for use on an operating system or computer that is no longer supported by their developer or manufacturer.
    4. If Client terminates or declines to renew Support Services for the Services and subsequently elects to renew Support Services, Client will pay to Intelledox the applicable fees for the total period of non-Support and for the subsequent twelve (12) month renewal term.
  2. Support Procedures

    1. Intelledox will log all problems with the Software reported by Client in accordance with the procedure set out in herein. Upon identification of any error, Client shall provide Intelledox with enough information to reproduce the error. If Intelledox is unable to replicate the problem, Intelledox will request a second sample. If Intelledox is still unable to replicate the problem from this second sample, then Intelledox will close the reported problem. Intelledox will notify Client as soon as possible if it determines that no error exists or if Intelledox is unable to reproduce the reported problem.
    2. Client will appoint a “lead user” to co-ordinate internal product support within Client’s organization and to act as a single point of contact with Intelledox’s Support team. A lead user may be the single point of contact for multiple sites within the Client’s organization.
    3. Intelledox shall use all reasonable endeavors to correct any Error in the Software, with a level of effort commensurate with the Error Severity Levels as determined by Intelledox, within the Resolution Time, identified below. If Intelledox is unable to correct a reported error or non-conformity that is classified in the Support Guidelines as a production emergency or serious problem within thirty (30) days following notice from Client or an additional period of time reasonably agreed to by the parties, Client may terminate Support Services for such Services and receive, as its sole and exclusive remedy, a pro-rata refund of the fees paid for Support Services for the balance of the existing maintenance term.
    4. Intelledox releases Enhancements from time to time in its sole discretion. Typically, Major releases are released once a year and minor releases may be released throughout the year. Point releases may be released between minor releases to address specific functionality issues. All releases shall be furnished at no cost to Client if current on annual fees for Support. Intelledox supports the latest major release of the Software and the major release version of the Software immediately preceding the latest version.
    5. Support does not include any training services and the offering of any such services shall be at the sole discretion of Intelledox and subject to additional fees as agreed to by the parties.
  3. Client Obligations

    Intelledox’s provision of Support is contingent on Client’s compliance with the following additional obligations:

    1. Client’s personnel shall be trained in the operation of the Software, have knowledge and experience of software products sufficient for proper interaction with Intelledox technical staff in matters of support of the Software.
    2. Client shall provide Intelledox with sufficient documentation, data, details and assistance with respect to any reported errors so as to enable Intelledox to reproduce and verify the same as an error.
    3. Client shall install all Enhancements, including all fixes, patches and upgrades in accordance with any reasonable instructions issued by Intelledox.
    4. Client shall assist Intelledox to diagnose and correct reported errors by providing: (a) reasonable access (on-site or remote as requested by Intelledox) to the applicable Software, the computer Environment and hardware on which such Software is installed and operating; (b) all relevant documentation and records, including sample output and other diagnostic information and (c) personnel trained in the operation of the Software who have authority to implement remedial actions as instructed by Intelledox. Client acknowledges that failure to provide such assistance will affect Intelledox’s ability to achieve the relevant Resolution Time.
    5. Client shall maintain a current backup copy of all of its programs and data. In addition, Client shall implement procedures for the protection of information and the implementation of backup facilities in the event of errors or a malfunction of the Software
    6. Client acknowledges and agrees that the Support Fees are based on the application of the limitations described in this Agreement. Client further acknowledges that Client will be solely responsible for all maintenance and support of its own software, data and equipment as well as the Environment and hardware platform configuration it may be using in conjunction with the Software. Intelledox shall have no liability for any loss or corruption of any such software, data, equipment, Environment and/or the hardware platform configuration, however caused.
  4. Exclusions from Support

    Intelledox shall have no obligation to provide Support in connection with any error, questions or problems that arise from:

    1. any modification, customization, alteration or addition to Software, or attempt thereof, made by Client (excluding configuration changes to Client’s database permitted by the Documentation or at Intelledox’s direction);
    2. use of the Software: (a) in a manner other than described in the user help menus (b) in conjunction with software, equipment, or an operating environment that was not the Environment, or (c) in any way not permitted under the Agreement;
    3. the negligence or misconduct of any User;
    4. any patch or upgrade to the Operating Environment, or other hardware or software, unless Intelledox has notified Client of its support for such patched or upgraded Operating Environments;
    5. the malfunction of any element of the Operating Environment, or any equipment not provided by Intelledox;
    6. failure by Client to implement reasonable recommendations in respect of or solutions to Errors previously advised by Intelledox; changes to the Operating Environment, operating software or other hardware or software not authorized by Intelledox or use of an Environment or hardware platform configuration which is inconsistent with the stated supported platforms or;
    7. the creation or correction of custom Actions, Custom Questions, API integration issues, etc.
  5. Notice of Service Outage; Remedy

    Intelledox may, at its option, offer to perform troubleshooting, error correction, diagnostic or other services relating to the matters described in this Exhibit at its then current professional services rates. Client shall reimburse Intelledox, at Intelledox’s then current professional services rates, for all time spent troubleshooting an error that Intelledox determines was caused by one of the conditions set forth in this Exhibit, but was not identified as such until after Intelledox began troubleshooting.

    1. CONTACT INFORMATION

      There are three ways to contact Support.

      eMail us: ixsupport@intelledox.com
      Visit the Intelledox Support Portal: http://ixsupport.intelledox.com
      or, Phone our US Offices: 888.576.6428 ext 3

      The preferred method of communication is email or the Intelledox Support Portal except that all Category A Errors must be reported to Intelledox by telephone. All communications with Intelledox customer support will be in English.

    2. HOURS OF SUPPORT

      Support will be provided on a 24×7 support, excluding Federal holidays.


    Definition of Incident Categories

    Category A Incident Software is unavailable and cannot be accessed or used.
    Category B Incident Software as a whole can be accessed but one or more of the services cannot be accessed and users cannot carry out their planned work
    Category C Incident An incident that is inconvenient for the user, but where there is a workaround that does not disrupt the planned workload.
    Category D Incident An incident which has a minor impact on the Software which can be endured without interruption to the planned workload.

    Service Level Response Times

    The following table provides estimated response and fix times, during business hours, for each category of incident.

    Service Measure

    Initial Response Time

    Fix Time
    (estimated)

    Permanent
    Fix
    (estimated)

    Category A Defect

    4 hours

    24 hours

    15 days

    Category B Defect

    8 hours

    3 days

    Next Release

    Category C Defect

    online submission only

    Future release

    Future release

    Category D Defect

    online submission only

    Future release

    Future release

    Service Level Procedures

    For Category A & B Defects, please follow the following procedure:

    • Call the toll free number provided above.
    • Review the problem with the Support Desk Representative to properly categorize your problem as a “Critical” issue.
    • Critical incidents are considered to be incidents that are business critical (i.e. the software does not operate correctly or where a serious error prevents the ongoing use of the software and there is no workaround).
    • All business critical incidents will be escalated to the highest priority and we will work with you until the issue is resolved or there is a suitable work-around.
    • Should delays occur in resolving problem, your organization may escalate as follows:
    • Sales Executive
    • Sales Vice President
    • President, North America

    For Category C & D Defects, please follow the following procedure:

    • General incident support (Category C & D) can be accessed via the Online Service Centre. All incidents must be reported via the Online Service Centre, and to provide contact points for follow up and resolution. If your support level permits your organization to report Category C Defects via the telephone, please call toll free number above.
    • You can also access the Online Service Centre to:
    • Download patches and new releases;
    • Gain information relating to future release schedules;
    • Gain access to existing Tip Sheets and Frequently Asked Questions;
    • Log suggestions and comments for consideration in future versions

    Accessing the Intelledox Support Portal

    The Intelledox Support Portal can be accessed by Registered Users, who have a current Support Subscription in place and who are using the most current release of the Software. The Support Portal is available 24 hours/7 days a week for: logging incidents; downloading patches and fixes; accessing frequently asked questions and user manuals. Intelledox recommends that one or two users, who are working with the Software regularly and are central to key decisions about the software, be nominated as Registered Users. Please contact the Help desk on +1 888.576.6428 ext. 3 to set up your Registered Users.

    Registered Users are given the authority to Log an incident at the Intelledox Support Portal via http://ixsupport.intelledox.com .

    An ‘incident’ is a single issue or question. If you have more than one incident, please log each one individually. Once the incident is logged, a Service Consultant will assess it and respond accordingly.