VIANAI SYSTEMS, INC.
Deployment Specific Terms Addendum

The following Deployment Specific Terms apply to the specific deployment type for the Services indicated below. In the event of a conflict or inconsistency between the terms of these Deployment Specific Terms and the terms of the Master Subscription Agreement (the “Agreement”) or other agreements with us governing your use of the Services, the terms and conditions of these Deployment Specific Terms apply. Capitalized terms used but not defined herein have the meanings given to them in the Agreement.

1.     Vianai-Managed Cloud Deployment.

We can make the Services available to you in a single-tenant cloud environment with a Cloud Service Provider with whom we are a customer (“Vianai-Managed Cloud Deployment”). If you choose to access the Services in this way, you will be responsible for, and we will bill you for, the associated costs charged by the third-party Cloud Service Provider. This will be on top of any Fees paid to us by you.

(a)     Third-Party Costs. All third-party public cloud costs required for hosting the Services made available to you, as well as any other third-party infrastructure costs required to support utilization of any Services made available to you, will be passed through to you. We will invoice you for such amounts, and you shall pay such amounts no later than thirty (30) days after the date of invoice.

2.     Customer-Managed Cloud Deployment.

We can make the Services available to you in a cloud environment with a Cloud Service Provider that is under your control (“Customer-Managed Cloud Deployment”). If you choose to access the Services in this way, you will be responsible for having, maintaining, managing, and securing your account and environment with the third-party Cloud Service Provider.

(a)     Third-Party Costs. In order to utilize the Services in a Customer-Managed Cloud Deployment, you must have an account with the Cloud Service Provider, and you are responsible for managing and paying the costs associated with your usage of the Cloud Service Provider’s services (e.g., compute and storage fees).

(b)     Security. You are responsible for the security of your cloud environment in a Customer-Managed Cloud Deployment, including securing your cloud environment and any related systems under your control (with such steps to include without limitation the regular rotation of access keys and other industry standard steps to preclude unauthorized access); and securing Customer Data under your control within your cloud environment or other related systems under your control (e.g., by turning on versioning and encryption within AWS S3).

(c)     Reporting. You agree that you will not configure your cloud environment to block or otherwise impede the Service’s reporting of Usage Data or Relationship Data to us, including with respect to account management and billing features. Even in a Customer-Managed Cloud Deployment, account management and billing are hosted in cloud environments under our control.

(d)     Access for Support. You may need to provide us with expanded access to your cloud environment in a Customer-Managed Cloud Deployment in order to receive Support Services, and you agree that our Support Services offered to you (if any) are contingent upon your provisioning us with reasonable access to your cloud environment or other related systems under your control in order to do so.

(e)     Notices. You agree to not remove, obscure, or alter any proprietary notices associated with the Services.

 

3.     Download.

We may make the Services available to you as software from time to time in a downloadable manner (“Downloadable Services”). Unless expressly stated otherwise at the time of download or as otherwise agreed by us in writing, Downloadable Services may only be used as a part of the Services.

(a)     License. You are granted a non-exclusive, royalty-free right and license to use and copy the Downloadable Services during the term of the Agreement solely as necessary to enable your use of the Services. Vianai reserves all rights not expressly granted in the Agreement. Except as expressly permitted under the Agreement you agree as a condition of the above license to not:

copy, use, distribute, republish, download, display, transmit, sell, rent, lease, host, or sub-license the Services;

offer, use, or permit the use of the Services in a computer service business, third-party outsourcing service, on a membership or subscription basis, on a service bureau basis, on a time-sharing basis, as part of a hosted service, or on behalf of any third-party;

attempt to interact with the operating system underlying the Services or modify, create derivative works of, adapt, translate, reverse engineer (including monitoring or accessing the inputs and output flowing through a system or an application), decompile, or otherwise attempt to discover the source code, data representations, or underlying algorithms, processes and methods (this restriction will not apply to the extent it limits any non-waivable right Customer may enjoy under applicable law);

remove, obscure, or alter any proprietary notices associated with the Services;

attempt to circumvent, or use the Services in a way that circumvents, any usage limitations in the Agreement or the Order Form;

use any software components, modules, or other services that may be delivered with the Services, but which are not licensed to you and identified in an applicable Order Form; or

decouple any components of the Services, as each Service is designed and provided to Customer for use as a single product.

(b)     Security. You are responsible for the security of your environment and related systems under your control including securing Customer Data under your control within your environment or other related systems under your control.

(c)     Reporting. You agree that you will not configure your environment or related systems under your control to block or otherwise impede the Service’s reporting of Usage Data or Relationship Data to us, including with respect to account management and billing features. Even with Downloadable Services, account management, billing and Launchpad are hosted in cloud environments under our control.

(d)     Access for Support. You may need to provide us with expanded access to your environment or other related systems under your control with Downloadable Services in order to receive Support Services, and you agree that our Support Services offered to you (if any) are contingent upon your provisioning us with reasonable access to your environment or other related systems under your control in order to do so.