VIANAI SYSTEMS, INC.
Third-Party External User Terms Addendum

This Third-Party User Terms Addendum (“Third-Party External User Terms”) is an Addendum to the Master Subscription Agreement (“MSA“). These Third-Party External User Terms, together with the MSA and incorporated documents, govern your use of the Platform Services as an External User. These Third-Party External User Terms will co-terminate upon the earlier of the termination of the MSA or Customer’s agreement with Vianai for the Platform Services. Capitalized terms used but not defined in these Third-Party External User Terms have the meaning given to them in the MSA.

1.     Use of the Platform Services as an External User.

(a)     Generally. Unless otherwise indicated in these Third-Party External User Terms, the terms of the MSA apply to your use of the Platform Services as an External User of a Customer. Where the MSA uses the term “Customer”, it is deemed to refer to you unless stated otherwise herein. Where These Third-Party External User Terms use the term “Customer”, it refers to the Customer who invited you to use the Platform Services Workbench.

(b)     Limited Use of the Platform Services; No Support. External User may use the External User Workbench as an Authorized User of Customer, subject at all times to the MSA and these Third-Party External User Terms and to any restrictions placed on the use of the External User Workbench by Customer. Without limiting the foregoing:

(i)     Customer may use the External User Workbench solely to receive the Customer Services and for no other purposes;

(ii)     External User may only use the External User Workbench while External User is under written agreement with the Customer to receive the Customer Services and for so long as Customer has an active Order Form with Vianai for the use of the Platform Services;

(iii)     Unless set forth in an Order Form, Customer, and not External User, is Vianai’s ‘customer’ with respect to the use of the External User Workbench and Vianai has no obligations directly to External User related to the use of the External User Workbench;

(iv)     Customer is responsible for managing the External User Workbench and therefore has access to any Customer Content made available to the External User Workbench by External User; and

(v)     External User is not permitted to use the External User Workbench to replace its use of the Platform Services under any Order Form or other agreement External User executes or has executed with Vianai for the direct use of the Platform Services by External User as a ‘Customer’.

(c)     Reliance on Instructions. Vianai is entitled to rely on instructions either from Customer or External User relating to the Platform Services and matters relating to the applicable cloud environment where the Platform Services are hosted without looking to the other party for confirmation.

2.     Additional Authorized Users.

If Customer permits External User to add further additional Authorized Users, such further Authorized Users must be employees or agents of External User. For the avoidance of doubt, External User is not permitted to provide access to the Platform Services to third parties for such third parties’ own uses.

3.     Additional Definitions for External Users.

(a)     “Customer Services” means services offered to External User by a Customer that require the use of the Platform Services.

(b)     “External User” means an Authorized User of the Platform Services who has been invited to join a Workbench set up by Customer.

(c)     “External User Workbench” means a Platform Services Workbench operated by Customer which has had one or more External Users added to it.