License Model Schedule for Cybersecurity SMB Products

In the event of any conflict between definitions found in this license model schedule for Cybersecurity SMB Products (“License Model Schedule”) and definitions found in the EULA, as defined below, the definitions found in this License Model Schedule will control to the extent of any inconsistency.  Any capitalized term used in this License Model Schedule for which a definition is not provided herein, shall have the meaning set forth in the EULA.

A)    “Client” means any personal computer, workstation, laptop computer, desktop computer, netbook computer, tablet computer, smart phone, mobile communication device, point-of-sale device (such as a cash register), computer used as a scanning station, or other similar computer or device on which the Software is loaded, executed, or displayed.

B)    “CPU” means a single central processing unit (a single processing core). 

C)    “Multiplexing” means using software or hardware that reduces the Software’s ability to distinguish or detect the number of individuals or Clients directly or indirectly accessing or utilizing the Software (sometimes called "multiplexing" or "pooling" software or hardware).

D)    “Program” means a packaged collection of instructions written in any computer programming language that instruct a computer how to process data based on information inputs.

E)    “Program Instance” means a single copy of the Software which has been installed onto a single Server. Multiple Program Instances of the Software shall mean that the Software has been installed onto multiple Servers or installed on one Server multiple times.

F)    “Server” means a single physical network server computer loaded with a single instance of an operating system.  If the Licensee has two or more instances of an operating system loaded on a single physical network server computer, the number of network server computers shall be deemed to be equal to the number of total operating system instances loaded on the physical server, or a virtual server which is a software implementation of a single network server computer that executes Software in a manner identical to a physical network server computer, comprised of one copy of an operating system along with one or more software processes running in an isolated partition within the network server computer.   In no event shall a single Server have more than 32 CPUs.

G)    “Transaction” means a single instance of any documents, writings or records created, adapted or processed by the Software and shall include, any reports, facsimiles, text messages, data sheets, files, indexes, financial statements, invoices, credit notes, statements of account, tickets, expense records, payroll records, orders, delivery notes, income tax returns, receipts, deposit slips, banking records, or time slips, the data for which is input to, output from, created, processed, or manipulated in some way by, the Software.

Any of the descriptions in this Section 2 may be used by OT, at its sole option, to describe a License Model in a License Document or any marketing material. Any License Model that includes one of the descriptions in this Section will be licensed under the terms, conditions and limitations applicable to the standard version of a License Model, subject to the terms, conditions and limitations described herein.

A.    Non-Production Licenses

The applicable standard production License Model, except that the functionality within the Software, is not placed into production use and use of the Software is restricted to system testing, development, backup, failover, hot standby or cold standby purposes. This does not include load balancing or other system configurations whereby other system resources proactively support production use. Notwithstanding the above, if Software licensed under a production version of the License Model goes offline and the licensed non-production use is backup, failover, or standby, Licensee is permitted to use Software licensed under a non-production License Model for production purposes until the Software licensed under the production License Model is brought back online. Any other use of Software that is not explicitly included within the definition of Non-Production Licenses requires a production license.

B.    Evaluation Licenses

The applicable standard License Model except that (unless the parties otherwise agree in a Transaction Document):

(i)    Licensee may install and execute the Software on a single Server;

(ii)    Licensee may allow no more than five individuals (may be employees or contractors of Licensee) to access and use the Software;

(iii)    Licensee may only access and use the Software to evaluate and test the Software, and not to support its general business operations;

(iv)    The Software License shall be for a period of 60 days from the date the Software is first made available to Licensee. At the end of such period, Licensee must cease all use of the Software, remove all copies of the Software from all Servers and Clients, as well as all other information technology systems, and destroy such copies;

(v)    The Software is licensed “as-is” and all warranties listed in the EULA are void in respect of the Evaluation License; and

(vi)    Any obligation in the EULA for OT to defend and/or indemnify Licensee is void in respect of the Evaluation License.

C.    eBusiness Licenses

The applicable standard License Model except that Licensee may only allow Software Licenses to be used by individuals who are employees of Licensee’s customers or business partners, and not by individuals who are employees or contractors of Licensee or its Affiliates.

D.    Limited Use Licenses

The applicable standard License Model except that individuals who have been permitted access to the Software under this License Model may only access and use the functionality and features specifically identified in the applicable Transaction Document and Documentation and may not access or use any other functionality existing within the Software.

E.    Read Only License Model

The applicable standard License Model except that:

(i)    The individual who has been allocated the Software License may only search, save search parameters, browse, view, print and download data and contents of the Software system and the individual may not upload, add, edit, move, arrange or otherwise modify data and content located within the Software system (“Read Only”); 

(ii)    The license must be assigned or allocated to a user when the user is first entered into the system and a user allocated any other type of license may not have the allocation changed to Read Only unless the user is first deleted from the system and then reentered as Read Only;

(iii)    Licensee must restrict such user’s access to Read Only functionality; and

(iv)    Access to functionality other than Read Only (even if the additional functionality is not used) requires additional licensing.

F.    Runtime Licenses

The relevant applicable standard production License Model except the Software may only be accessed or used by other software and not directly or indirectly by a human being.

Unless specified in a particular License Model, Software may only be used for Licensee’s internal business purposes. 

The following terms and conditions apply to the OpenText Recover, Availability, and Migrate products licensed to Licensee:

A.    Licensee must purchase an individual Software License for each Server upon which the Software is installed or uploaded into the Server’s memory.

B.    The Software may be accessed and used by an unlimited number of individual employees or contractors of Licensee or its Affiliates. 

The following terms and conditions apply to the OpenText Core Endpoint Backup products licensed to Licensee:

A.    Licensee must purchase and allocate an additional Software License for: a) each individual Client on which the Software is loaded or executed, and b) each individual Client which has access to (or is authorized to access) the Software.

B.    Licensee may only allocate Software Licenses to Clients owned by Licensee or its Affiliates.

C.    The allocation of Software Licenses is permanent and Software Licenses cannot be shared or exchanged between Clients. Notwithstanding the foregoing, a Software License may be re-allocated to another Client in the event that the original Client is permanently decommissioned or in the event the Client is permanently re-deployed to a task where access to the Software is no longer available.

D.    The Software may not be used by more than one individual under a single Software License.

E.    Multiplexing is prohibited.

F.    The Software may only be loaded and executed or accessed from Clients to which a Software License has been allocated.

The following terms and conditions apply to the OpenText Server Backup and Recover products licensed to Licensee:

A.    Licensee may use the Software to create an index of documents with the restriction that the total size of the index must not exceed the maximum number of gigabytes identified in the applicable Transaction Document or Documentation.

B.    The Software Licenses may not be allocated to any other party.

C.    The Software may only be loaded and executed on computers or other IT hardware that is owned by Licensee.

D.    The Software may be loaded and executed on an unlimited number of Servers, CPUs or Program Instances.

The following terms and conditions apply to the OpenText Core Email Encryption products licensed to Licensee:

A.    The Licensee must purchase and allocate an individual Software License for each individual email mailbox which interfaces with the Software.

B.    The Licensee may allocate Software Licenses to email mailboxes associated with employees or contractors of a) Licensee, b) Licensee’s Affiliates, and c) Licensee’s customers and business partners.

C.    The allocation of Software Licenses is permanent and Software Licenses cannot be shared or exchanged between email mailboxes. Notwithstanding the above, Software Licenses may be re- allocated to another individual email mailbox if the original email mailbox no longer interfaces with the Software.

D.    Licensee must keep a record of all email mailboxes which have been allocated Software Licenses.

E.    The Software may be loaded and executed on an unlimited number of Servers, CPUs, or Program Instances.

The following terms and conditions apply to the OpenText Core Encryption products licensed to Licensee for use with Hosted Application Generated Emails:

A.    During the period set forth in the Transaction Document, Licensee may use the Software to process a number of Transactions no greater than the maximum number of Transactions licenses granted to Licensee.

B.    Licensee is responsible to ensure that the Software is configured to make a permanent record of all Transactions processed by the Software during the period set forth in the Transaction Document, in accordance with the Documentation made available by OT. If a record is not kept or if any required data is deleted or removed from the system, OT may, in its sole discretion, reasonably estimate usage and the estimate will be conclusively deemed to be Licensee’s actual use.

C.    Unless a more restrictive License Model is also applicable, the Software may be loaded and executed on an unlimited number of Servers, CPUs, or Program Instances.

D.    If the number of Transactions during any period set forth in the Transaction Document exceeds the maximum number of Transactions licensed, Licensee must purchase the applicable additional Software Licenses to cover the total number of Transactions.