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ATTACHMENT ACONTRACTOR SUPPLEMENTAL PRICELIST INFORMATION AND TERMSACCELLION, INC.ACCELLION, INC. LICENSE, WARRANTY AND SUPPORT TERMS1.Accellion Software; Ordering.1.1Accellion Software. Accellion software products are licensed on a subscription basis and are made available in asoftware-only (or “virtual”) solution, as a hosted solution, or on a physical appliance. Ordering Activity’s rights to use Accellionsoftware apply only to the Accellion software licensed under an Order (defined below).1.2Delivery. For downloadable versions of the Accellion software, Ordering Activity may download the software from a linkprovided by Contractor through Accellion. For hosted versions of the Accellion Solution, access shall be provided through apassword-protected web interface.2.Definitions. Unless otherwise specified, capitalized terms used in this Attachment A will have the meanings attributed tothem in this Section 2.“Accellion Solution” means the object code versions of the Accellion software identified on an Order and includes related ServerSoftware, Client Software, Updates, and Documentation, but does not include Open Source Software which is provided pursuant toSection 3.5.“Affiliate” means with respect to any entity, any other entity which directly or indirectly controls, is controlled by or is under commoncontrol with such entity.“Client Software” means the object code versions of the desktop client software for the licensed Accellion Solution.“Designated User” means the number of users for whom Ordering Activity has purchased Designated User licenses as set forth onthe applicable Order, plus any additional True-Up Users added pursuant to Section 5.3 below. Designated Users consist ofOrdering Activity, if Ordering Activity is an individual, or if the license to the Accellion Solution is obtained for use by an entity,Ordering Activity’s and its Affiliates’ employees and independent contractors.“Documentation” means Accellion’s standard written materials and specifications for the Accellion Solution licensed by OrderingActivity.“Effective Date” means (i) for Orders submitted to Contractor, the date Accellion makes the software available to Ordering Activityfor download or, for software provided on a physical appliance, the date of shipment.“Hardware” means computer equipment, if any, purchased from Contractor by Ordering Activity.“Hosted Services” means the remote access and use of a hosted version of the Accellion Solution as hosted by Accellion.“License Term” means the subscription period for use of the Accellion Solution, as identified on the applicable Order. Each renewalis a separate License Term. For trial versions, the License Term period shall be for the period of forty-five (45) days unlessotherwise indicated by Accellion.“Maintenance Support Services” means the support services provided by Accellion to Ordering Activity in accordance with theapplicable Maintenance Support Policy as described in Section 4.“Party” means either Ordering Activity or Accellion and “Parties” means both Ordering Activity and Accellion.“Release” means Accellion software for which Accellion charges a separate fee.“Server Software” means the object code server software versions of the Accellion Solution, as identified on the applicable Order.“Update” means additions, upgrades, or modifications to the Accellion Solution licensed by Ordering Activity and provided byAccellion under this Attachment A. Updates do not include Releases.3.License Terms.3.1License Grant. Subject to the terms and conditions of this Attachment A, Contractor hereby grants to Ordering Activityduring the License Term, a non-exclusive, non-transferable and non-sublicenseable license for Ordering Activity’s internal businesspurposes to: (a) for each Designated User, install and use the Client Software on supported environments for up to the number ofauthorized Designated Users set forth on an Order Form; and (b) use, access, and for Accellion Solutions not hosted by Accellion,copy the Server Software on supported environments for up to the number of copies identified on the Order.3.2Hosting.
(b)By Ordering Activity’s Outsourced Provider. For virtual versions of the Accellion Solution and versions provided withHardware, if Ordering Activity elects to engage its own outsourcing provider (each a “Outsourced Provider”), then: (i) OrderingActivity may sublicense to Outsourced Provider the right to install and operate the Accellion Solution solely for the benefit ofOrdering Activity and subject to the terms and conditions of this Attachment A; (ii) Ordering Activity shall be liable for any acts oromissions of Outsourced Provider in violation of this Attachment A; and (iii) Ordering Activity shall designate a single point of contactat Outsourced Provider for any maintenance and technical support matters arising under this Attachment A and provide writtennotice of the name and contact information for such contact to Contractor through Accellion. In order to provide warranty andMaintenance Support Services, Contractor through Accellion requires both reasonable remote and on-site access to the AccellionSolution. Failure to provide Contractor through Accellion with such reasonable access shall relieve Contractor through Accellion ofits warranty and Maintenance Support Services obligations hereunder with respect to such Accellion Solution.3.3License Restrictions. Except as set forth in an Order or this Attachment A, Ordering Activity shall not copy the AccellionSolution except to make a reasonable number of copies for the purposes of security back-up, relocation or disaster recovery;provided, however, that Ordering Activity may make and use the number of copies of Client Software that it deems appropriateunless the number of copies of Client Software is restricted as set forth on the applicable Order. Ordering Activity shall not make orpermit the making of any modifications, additions or enhancements to the Accellion Solution, or cause or permit the disassembly,decompilation or reverse engineering of the Accellion Solution in whole or in part except to the extent such restriction is prohibitedby applicable law. Except as expressly authorized by Contractor through Accellion in writing, Ordering Activity shall not transfer, sell,license, sublicense, outsource, rent or lease the Accellion Solution or use it for service bureau or other third-party use. All rights notexpressly granted hereunder are reserved. Ordering Activity is solely responsible and liable for the use of and access to theAccellion Solution by Designated Users and for all files and data transmitted, shared, or stored using the Accellion Solution.Ordering Activity acknowledges and agrees that the licenses granted herein are neither contingent upon the delivery of any futurefunctionality or features nor dependent upon any oral or written public comments made by Contractor through Accellion with respectto future functionality or features.3.4Ownership. All right, title, and interest, including without limitation all intellectual property rights, in and to the AccellionSolution, including any and all modifications, enhancements, derivative works, Updates and Releases, are the sole and exclusiveproperty of Accellion and its licensors. Ordering Activity shall not remove, and shall reproduce on any permitted copies, allproprietary, copyright, trademark and trade secret notices contained in or placed upon the Accellion Solution.3.5Open Source Software. Ordering Activity agrees that any software or materials which may be made available byAccellion, or otherwise obtained or used by Ordering Activity, subject to an open source license or other open source terms (“OpenSource Software”) are not part of the Accellion Solution and are not covered by this Attachment A. Open Source Software terms aremade available either with the Accellion Solution or through the “Admin Guide” of the applicable Accellion Solution.4.Maintenance Support Services. The Accellion Solution is provided with either Standard maintenance and support orEnterprise maintenance and support, as provided on the applicable Order, and is provided for the License Term. Accellion’sStandard Maintenance Support Policy in described in Exhibit A and B herein. As part of Maintenance Support Services, Contractorthrough Accellion will make available to Ordering Activity all Updates to the supported Accellion Solution that Accellion makesgenerally available to its other customers. Ordering Activity shall provide Contractor through Accellion access to the AccellionSolution to install such Updates if required by Accellion.5.True-Up Users.5.1True-Up Users. If permitted on the Order, Ordering Activity may exceed the number of licensed Designated Users by themaximum number permitted on the Order (such additional users referred to as “True-Up Users”), provided that Ordering Activitynotify Contractor of the number of True-Up Users promptly following the end of each calendar quarter in which Ordering Activity hasTrue-Up Users. Contractor will then invoice Ordering Activity for such True-Up Users at a prorated amount of the annual rate statedin the applicable Order. Such prorated amount includes charges for the calendar quarter when True-Up Users commenced usingthe Accellion Solution and the remaining License Term. Upon payment, True-Up Users shall be deemed Designated Users underthis Attachment A and for any renewals.5.2Automated Reporting. The Server Software periodically transmits technical data to Contractor through Accellion. Thatinformation does not include the content of any emails or attachments, file names or any personally identifiable information. Thetransmitted information contains aggregate non-personal usage information for each day the Accellion Solution is in use, includingbut not limited to: (i) the number of and type of messaging senders and recipients, (ii) account usage information, (iii) technical dataabout messaging transmissions and management; and (iv) the type of Accellion Solution features used and related data. OrderingActivity will not in any way attempt to prevent the transmission or delivery of such usage data. Contractor through Accellion usessuch data only for Accellion’s own internal business purposes. Contractor through Accellion only discloses such data (a) in anaggregated form with data from other customers in which neither Ordering Activity’s identity nor that of Designated Users arerevealed, or (b) as required by applicable law.6.Limited Warranties and Disclaimer.6.1Limited Accellion Solution and Hardware Performance Warranty.(a)Warranty. Contractor warrants to Ordering Activity that: (i) the media on which the Accellion Solution is furnished undernormal use will be free from material defects in materials and workmanship for a period of thirty (30) days from the date it isfurnished to Ordering Activity; (ii) the Hardware sold to Ordering Activity, if any, will be free from defects in materials and
workmanship for a period of one (1) year from the date it is furnished to Ordering Activity; and (iii) the Accellion Solution and OpenSource Software will operate in substantial conformance with the Documentation for a period of thirty (30) days after the date theoriginal Accellion Solution identified on the Order is furnished to Ordering Activity.(b)Remedy. Contractor’s liability and Ordering Activity’s remedy under this warranty shall be replacement or repair of thedefective media, Hardware or Accellion Solution that does not meet Accellion’s limited warranty. Notwithstanding the foregoing, ifContractor is unable to repair or replace defective components of the Accellion Solution within a reasonable period of time (not toexceed thirty (30) days from Contractor’s receipt of Ordering Activity’s notice), Contractor may, at its option, terminate the Order, inwhich case: (i) Contractor shall (a) refund all license fees received by Ordering Activity for the Accellion Solution (and Hardwarefees, if any); and (b) the fees received by Ordering Activity for the unexpired term of Maintenance Support Services, and (ii)Ordering Activity shall (a) uninstall and destroy the nonconforming Accellion Solution and certify in writing that it has done the same;and (b) return the Hardware, if any, at Contractor’s expense. Contractor is not liable under any warranty or otherwise for defects orliability caused by the use of the Accellion Solution or Hardware in any manner or for any purpose other than that for which it waslicensed to Ordering Activity, or for causes not within Contractor’s reasonable control. Warranties are void if failures are caused inwhole or in part by accident, abuse, misuse, or modifications not authorized in writing by Contractor.6.2Virus Protection. Contractor warrants to Ordering Activity that, to the best of Contractor’s knowledge as of the date ofdelivery of the Accellion Solution, the Accellion Solution will be free from any viruses, spyware, trojans, or disabling or maliciouscode.6.3Limited Services Warranty. Contractor warrants that all installation or professional services provided by Contractorthrough Accellion hereunder will be of a professional quality and will conform to generally accepted industry standards. Thiswarranty shall be valid for thirty (30) days from the completion of the applicable services. As Ordering Activity’s remedy andContractor’s liability for breach of the foregoing warranty, Contractor will, at its option and expense, and provided that Contractor isnotified of any such breach during the warranty period, re-perform the services, or if Contractor is unable to perform the services aswarranted, refund the fees paid to Contractor for the service.6.4Disclaimer. THE EXPRESS LIMITED WARRANTIES IN THIS SECTION ARE IN LIEU OF ALL OTHER WARRANTIESAND CONDITIONS EXPRESS OR IMPLIED, CONTRACTUAL OR STATUTORY, INCLUDING BUT NOT LIMITED TO, ANYIMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT.CONTRACTOR DOES NOT WARRANT THAT THE USE OF THE ACCELLION SOLUTION WILL BE UNINTERRUPTED ORERROR FREE OR THAT ALL NONMATERIAL DEFICIENCIES OR ERRORS ARE CAPABLE OF BEING CORRECTED.CONTRACTOR MAKES NO REPRESENTATIONS OR WARRANTIES CONCERNING THE PRODUCTS OR SERVICESPROVIDED BY ITS CHANNEL PARTNERS OR ANY HOSTED SERVICES PROVIDERS, AND SHALL HAVE NO LIABILITY WITHRESPECT TO ANY ACT OR OMISSION OF ANY CHANNEL PARTNER OR HOSTED SERVICES PROVIDERS. NO CHANNELPARTNER OR HOSTED SERVICES PROVIDER SHALL HAVE ANY AUTHORITY TO BIND CONTRACTOR TO ANY TERMS ORCONDITIONS OTHER THEN THOSE EXPRESSLY SET FORTH HEREIN.7.Term and Termination.7.1Term. This Attachment A commences on the Effective Date of the Order and, unless terminated, shall continue for theLicense Term on the applicable Order.7.2Consequences of Termination. Upon termination or expiration of the Order Effective Date, for any reason, all rightsgranted under this Attachment A shall terminate, and Ordering Activity will promptly return to Accellion or, at Accellion’s request,destroy, the applicable Accellion Solution and provide Accellion with written certification by an officer of Ordering Activity certifyingcompliance with the foregoing.8.Miscellaneous.8.1Government Licensing. If the Accellion Solution is accessed or used by any agency or other part of the U.S. Government,the U.S. Government acknowledges that (i) the Accellion Solution and accompanying materials constitute “commercial computersoftware” and “commercial computer software documentation” under paragraphs 252.227.14 and 252.227.7202 of the DoDSupplement to the Federal Acquisition Regulations (“DFARS”) or any successor regulations, and the Government is acquiring onlythe usage rights specifically granted in this Attachment A; (ii) the Accellion Solution constitutes “restricted computer software” underparagraph 52.227-19 of the Federal Acquisition Regulations (“FAR”) or any successor regulations and the government’s usagerights are defined in this Attachment A and the FAR.EXHIBIT A – ACCELLION MAINTENANCE AND SUPPORT POLICY – STANDARDAccellion's Maintenance Support Policy applies solely with respect to the Accellion Software.Contractor through Accellion shall provide support solely to technical contacts of Ordering Activity. Ordering Activity's technicalcontacts shall not exceed five (5) at any one time. Ordering Activity's designated technical contacts shall be knowledgeable aboutthe Accellion Software. Ordering Activity shall be responsible for providing maintenance and technical support to any authorizedOrdering Activity end users, and Contractor through Accellion shall have no responsibility of liability with respect to such end users.Contractor through Accellion shall provide technical support by e-mail and by telephone Monday through Friday 6 AM to 9 PM EST.Coverage is available by e-mail: support@accellion.com or by calling: 1-888-654-3778 (in the U.S.) and 603-695-6555 (outside ofthe U.S.). Ordering Activity's submission of error reports shall include material information necessary for Contractor throughAccellion's reproduction of the error.
A)Priority ProblemsContractor through Accellion shall provide support to Ordering Activity in accordance with the following tiered approach:SeverityLevelLevel 1CriticalDefinitionAn error on a properly configured environment that isreproducable and resulting in material functionality beingunavailable or material loss of data.Business ProceduresAccellion shall assign personnel to review and create workarounds for critical errors on a priority basis.Resolution: Accellion shall use reasonable efforts to resolvethe critical error and/or provide a work around within fortyeight (48) hours from initial report of problem.Response from time of receipt of Ordering Activity's errorreport to contact of Ordering Activity with status report shallbe twelve (12) hours.Level 2HighAn error on a properly configured environment, that isreproducable and resulting in severely restricted functionality.Accellion shall assign personnel to review and create workarounds for high level errors on a priority basis, subject topersonnel deployed in resoliving critical errors.Resolution: Accellion shall use reasonable efforts to resolvethe critical error and provide a work around within seventytwo (72) hours from initial report of problem.Accellion shall assign personnel to review and create workarounds for high level errors on a priority basis, subject topersonnel deployed in resoliving critical errors.Level 3MediumAn error on a properly configured environment, that isResolution: Accellion shall use reasonable efforts to resolvereproducable and resulting in impact on non-materialthe critical error and provide a work around within seventyfunctionality or having a minor impact on material functionality.two (72) hours from initial report of problem.Resolution: Delivery of resolution will be prioritized for ascheduled release.Level 4LowB)A non-reproducable error, an error wich results in no materialdegradation of material functionality, or an inquiry type orclarification problem.Appropriate resources will be assigned during regularbusiness hours to investigate problem and resolution.Resolution: Delivery of resolution may be prioritized for ascheduled release.Severity Level DeterminationThe impact and severity level of a reported problem will be discussed with Ordering Activity. Contractor through Accellion shalldetermine the priority level of severity of all reported problems.Contractor through Accellion may modify problem logs with respect to severity level according to the on-going diagnosis of thesupport analyst.C)Access to Appliance, Remote and On-Site AssistanceIn order to receive Maintenance and Support, Ordering Activity agrees to provide Contractor through Accellion with full and timelyaccess to the Accellion Appliance at reasonable times, including shipping the Accellion Appliance to Accellion if requested. On-siteassistance will be provided to resolve a problem if Contractor through Accellion reasonably determines that such on-site assistanceis required to resolve a problem after the above stated efforts have failed to resolve the problem remotely. In the event that OrderingActivity consents to such on-site assistance to resolve such problem, Ordering Activity shall reimburse Contractor through Accellionfor all travel and living expenses associated with the provision of such on-site assistance that are authorized by the contracting
officer in accordance with the terms and conditions of the GSA Schedule contract and applicable Federal travel regulations. In theevent that Ordering Activity declines to receive on-site assistance, or denies Contractor through Accellion any reasonably requiredremote access to the Accellion Software or Accellion Appliance, Contractor through Accellion shall be deemed to have fulfilled itssupport obligations under this Attachment A with respect to such Accellion Software or Accellion Appliance. Ordering Activity shallprovide Contractor through Accellion with reasonable information and assistance to assist Accellion in providing support hereunder.D)UpdatesContractor through Accellion shall provide Ordering Activity with Updates to the Accellion Software, on a reasonable, periodic basis,as such are provided by Accellion to its Ordering Activity base generally.E)TrainingContractor through Accellion will provide training at Ordering Activity request. The goal of the training sessions is to help OrderingActivity understand the Accellion Software to help enable Ordering Activity personnel to troubleshoot and answer the majority ofcalls that come in to Ordering Activity.Accellion Hardware support. Accellion will provide next business day on-site support for hardware errors through a qualified thirdparty. Contactor through Accellion shall provide hardware support by e-mail and by telephone Monday through Friday 6 AM to 9 PMEST. Coverage is available by e-mail: support@accellion.com or by calling: 1-888-654-3778 (in the U.S.) and 603-695-6555(outside of the U.S.).EXHIBIT B – ACCELLION MAINTENANCE AND SUPPORT POLICY – ENTERPRISEAccellion's Maintenance Support Policy applies solely with respect to the Accellion Software.Contractor through Accellion shall provide support solely to technical contacts of Ordering Activity. Ordering Activity's technicalcontacts shall not exceed five (5) at any one time. Ordering Activity may substitute other personnel for designated technical contactsupon reasonable advance written notice to Accellion. Ordering Activity's designated technical contacts shall be knowledge about theAccellion Software. Ordering Activity shall be responsible for providing maintenance and technical support to any authorizedOrdering Activity end users, and Contractor through Accellion shall have no responsibility of liability with respect to such end users.Contractor through Accellion shall provide technical support by telephone seven (7) days per week, twenty-four (24) hours per day.Coverage is available by calling: 1-888-654-3778 (in the U.S.) and 603-695-6555 (outside of the U.S.). Ordering Activity'ssubmission of error reports shall include material information necessary for Accellion's reproduction of the error.A)Priority ProblemsAccellion shall provide support to Ordering Activity in accordance with the following tiered approach:SeverityLevelDefinitionBusiness ProceduresResponse from time of receipt of Ordering Activity's error report to contactof Ordering Activity with status report shall be four (4) hours.Level 1CriticalAn error on a properly configured environmentthat is reproducable and resulting in materialfunctionality being unavailable or material loss ofdataAccellion shall assign personnel to review and create work arounds forcritical errors on a priority basis .Resolution: Accellion shall use reasonable efforts to resolve the criticalerror and/or provide a work around within forty-eight (48) hours from initialreport of problem. Accellion shall provide status reviews to OrderingActivity every eight (8) hours until such error is resolvedResponse from time of receipt of Ordering Activity's error report to contactof Ordering Activity with status report shall be eight (8) hours.Level 2HighAn error on a properly configured environment,that is reproducable and resulting in severelyrestricted functionality.Accellion shall assign personnel to review and create work arounds forhigh level errors on a priority basis, subject to personnel deployed inresoliving critical errors.
Resolution: Accellion shall use reasonable efforts to resolve the criticalerror and provide a work around within seventy-two (72) hours from initialreport of problem. Accellion shall provide status reviews to OrderingActivity every eight (8) hours until such error is resolved.Level 3MediumAn error on a properly configured environment,that is reproducable and resulting in impact onnon-material functionality or having a minorimpact on material functionality.Level 4LowA non-reproducable error, an error wich results inno material degradation of material functionality,or an inquiry type or clarification problem.B)Appropriate resources will be assigned during regular business hours toinvestigate problem and resolution.Resolution: Delivery of resolution will be prioritized for a scheduledrelease.Appropriate resources will be assigned during regular business hours toinvestigate problem and resolution.Resolution: Delivery of resolution may be prioritized for a scheduledrelease.Severity Level DeterminationThe impact and severity level of a reported problem will be discussed with Ordering Activity. Contractor through Accellion shalldetermine the priority level of severity of all reported problems.Contractor through Accellion may modify problem logs with respect to severity level according to the on-going diagnosis of thesupport analyst.C)Access to Appliance, Remote and On-Site AssistanceOn-site assistance will be provided to resolve a problem if Contractor through Accellion reasonably determines that such on-siteassistance is required to resolve a problem after the above stated efforts have failed to resolve the problem remotely. In the eventthat Ordering Activity consents to such on-site assistance to resolve such problem, Ordering Activity shall reimburse Contractorthrough Accellion for all travel and living expenses associated with the provision of such on-site assistance that are authorized bythe contracting officer in accordance with the terms and conditions of the GSA Schedule contract and applicable Federal travelregulations. In the event that Ordering Activity declines to receive on-site assistance, or denies Contractor through Accellion anyreasonably required remote access to the Accellion Software or Accellion Appliance, Contractor through Accellion shall be deemedto have fulfilled its support obligations under this Attachment A with respect to such Accellion Software or Accellion Appliance.Ordering Activity shall provide Contractor through Accellion with reasonable information and assistance to assist Accellion inproviding support hereunder.D)UpdatesContractor through Accellion shall provide Ordering Activity with Updates to the Accellion Software, on a reasonable, periodic basis,as such are provided by Accellion to its Ordering Activity base generally.E)TrainingContractor through Accellion will provide training at Ordering Activity request. The goal of the training sessions is to help OrderingActivity understand the Accellion Software to help enable Ordering Activity personnel to troubleshoot and answer the majority ofcalls that come in to Ordering Activity.Accellion Hardware support. Contractor through Accellion will provide next business day on-site support for hardware errors througha qualified third-party. Accellion shall provide hardware support by e-mail and by telephone Monday through Friday 6 AM to 9 PMEST. Coverage is available by e-mail: support@accellion.com or by calling: 1-888-654-3778 (in the U.S.) and 603-695-6555(outside of the U.S.).
ACCELLION, INC. ACCELLION, INC. LICENSE, WARRANTY AND SUPPORT TERMS 1. Accellion Software; Ordering. 1.1 Accellion Software. Accellion software products are licensed on a subscription basis and are made available in a software-only (or "virtual") solution, as a hosted solution, or on a physical appliance. Ordering Activity's rights to use .
