Software and SAAS Terms

Software and SAAS Terms

These Software and SAAS Terms apply to all software and software solutions provided or made available by or through a seller, supplier, licensor, or other party (“Provider”) to Gen Digital Inc. or its affiliates (“Gen”), whether available on-premise or as a subscription, service or otherwise (“Software”). Capitalized terms used but not defined herein have the meaning as assigned in the Gen Master Purchase Agreement between the parties (“Agreement”).

1. Software terms. Unless otherwise specified in the applicable Order, the Software license grant will be deemed to be perpetual and Gen and its authorized users may at no additional cost:

a. copy and use Software for non-production purposes (including without limit testing, development, training) and for back-up, archival, disaster recovery, high availability, and temporary migration (including bursting) purposes,

b. allow its third-party contractors, agents and outsourcers to install, use and/or access Software solely on behalf of and for the benefit of Gen, and Gen will be responsible for such third parties’ compliance with the Agreement,

c. adapt, customize, configure, extend, localize, and/or translate the Software,

d. move or transfer Software licenses from any computer or platform to any other computer or platform(s).

Future Software releases will be backwards compatible and will not result in material degradation of the performance, functionality, or security of such Software. Software documentation will accurately reflect the operation and requirements of the Software. No terms, conditions or disclaimers included in any Software or Software-support documentation (or similar Provider materials) that are in addition to or inconsistent with these Terms or the Agreement shall be effective unless expressly agreed to by Gen in a mutually executed amendment to the Agreement or applicable Order. Quantity-based user licenses will be deemed to be concurrent users unless expressly stated otherwise in the applicable Order, and any named user Software licenses and entitlements may be transferred from any individual user(s) to any other individual user(s) from time to time.

2. Software Support. Unless specified in the applicable Order, technical support, and maintenance for all Software (“Support”) is included at no charge as part of the applicable Software fee. Notwithstanding anything to the contrary, Support includes without limit (and Gen will be entitled to receive):

(a) all Software releases that become generally available for a new platform or language,

(b) all error corrections, workarounds, bug fixes, patches, modifications, enhancements and other updates and upgrades which are released to Provider’s other supported customers. Upon request, Provider shall provide a listing of all available updates currently available to the Provider’s supported customers. Provider shall deliver to Gen each update as soon as it is generally available in production release,

(d) a toll-free telephone hotline and/or email account, which shall be staffed on a continuous basis twenty four (24) hours per day and seven (7) days per week throughout the Support period, by individuals skilled in Software technical support matters;

(e) access to a Provider website that provides diagnostics tools, web-based case submission, answers to frequently asked questions, access to technical support news groups, descriptions of the Provider’s internal support procedures and operations necessary for Gen to fully utilize the Provider’s Support capabilities and other web resources offered to the Provider’s supported customers; and

(f) email notification services for general Support issues.

Should Gen allow the Provider to directly or remotely access Gen’s network(s) during the course of performance of any Support, Provider may be required to agree to additional terms for secure network access.

3. Support Procedure and Classification. Gen shall have the right to contact the Provider’s Support organization in accordance with the procedures specified herein. Initial calls into the Provider’s Support organization will be: (i) serviced by a Support employee within fifteen (15) minutes or placed directly into an expedited Support queue, (ii) logged into the Provider’s call tracking system, and (iii) assigned a case number. Gen shall classify each Support request in accordance with the Severity levels specified below and the Provider shall take the following actions as specified below. All responses shall at a minimum be provided by the Provider in English and/or any other language specified by Gen to the extent that skilled Support staffing is available with the requested language capabilities.

Severity 1 Errors:

Definition: A problem has been identified that makes the continued use of one or more functions impossible (or severely restricted) on a critical system and prevents continued production or severely risks critical business operations. Problem may cause loss of data and/or restrict data availability and/or cause significant financial impact to Gen.

Response Commitment: A Support engineer will respond to a call within one (1) hour of a problem report. The Provider will promptly assign Provider Support engineers to investigate the problem report and notify the Provider a Severity 1 Error has been reported and of the steps being taken to correct such error. The Provider shall provide Gen with at a minimum reports every three (3) hours on the status of the investigation. The Provider shall initiate work to provide Gen with a workaround or fix. If a workaround or fix is not available within four (4) hours, the problem report shall be escalated to the Provider’s product development organization. The Provider and its personnel shall provide uninterrupted continuous effort on a 365x24x7 basis until a Severity 1 Error is corrected or a workaround acceptable to Gen is implemented.

Severity 2 Errors:

Definition: A problem has been identified that severely affects or restricts major functionality. The problem is of a time sensitive nature and important to long-term productivity but is not causing an immediate work stoppage. No workaround is available and operation can continue in a restricted fashion.

Response Commitment: A Support engineer will respond to a call within two (2) hours of a problem report. The Provider will promptly assign Provider Support engineers to investigate the problem report. Provider shall initiate work to provide Gen with a workaround or fix. If a workaround or fix is not available within twenty-four (24) hours, the problem report shall be escalated to Provider Development.

Severity 3 Errors:

Definition: A minor problem that does not have major effect on business operations or a major problem for which a Gen acceptable Workaround exists.

Response Commitment: A Support engineer will respond to a Gen call within two (2) business days of a problem report. Provider will promptly assign Provider Support engineers to investigate the problem report. Provider shall initiate work to provide Gen with a workaround or fix. If a workaround or fix is not available, Provider may include a fix for the error in a future Releases.

4. Support Renewal and Cancellation. For any Software where Support is not included as part of the Software fee:

a. Gen shall have the right, in its discretion and without obligation, to renew Support in whole or in part and in any quantities,

b. Support fees (whether for the Software product or for any individual Software licenses) may not increase by more than two percent (2%) per year over those Support fees charged in the immediately preceding year for such Software product or any individual Software licenses,

c. Provider shall notify Gen in writing of any Support renewal pricing at least sixty (60) days prior to the expiration of the then-current Support period. If Provider fails to notify Gen within such period, any purchased Support will be provided at the same rate or net per unit cost as the immediately preceding year.

d. Gen may renew or reinstate any lapsed Support without any back-charge or additional charge other than the payment of the applicable annual Support fees mutually agreed upon by the parties for the renewal Support period (provided that the Support fee, whether for the Software product or any individual Software license, may not have increased by more than 2% per year since Support for the Software was last made available to Gen),

e. Gen may cancel Support in part or in whole on not less than 30 days’ notice to Provider, in which case Provider will refund to Gen any remaining, unused prepaid Support fees for the applicable cancelled Support period, pro-rated on a monthly basis.

5. SAAS and Hosted Software. For Software made available as a service or otherwise hosted in whole or in part by or on behalf of Provider, Provider makes the following additional terms, representations, and commitments:

a. Account Management. Provider will appoint a service level account manager to be the central point of contact for all service levels (“SLA”), general account information and management including Provider’s performance against this SLA,

b. Software Up-Time:

(i) “Minimum Up Time” means that Software will be available for a minimum of 99.9% Up Time (as defined in the following subsection) each month.

(ii) “Up Time” means (i) the total number of minutes during a calendar month in which the Services are available and usable, excluding time spent on Approved Maintenance, (ii) divided by the total number of minutes during the calendar month.

(iii) “Approved Maintenance” shall mean notified and scheduled maintenance performed during scheduled maintenance windows.

(iv) “Downtime” means the total number of minutes during calendar month in which the Services are not available and usable, excluding unavailability due to Approved Maintenance or caused by Gen or its third parties (other than compliance with Provider’s instructions).

c. Failure to maintain the Minimum Up Time. For each month, and for each impacted Software, where there is a failure to maintain Up Time of 99.9%, Provider shall issue Gen a credit in the following amounts (or pro-rata equivalent if fees are not billed or calculated on a monthly basis):

- 0 – 1 hour Downtime = no credit
- 61 minutes - 3 hours Downtime = 5% of all fees billed or due for the applicable month
- 3 hours and 1 minute - 10 hours Downtime = 25% of all fees billed or due for the applicable month
- 10 hours and 1 minute - 15 hours Downtime = 50% of all fees billed or due for the applicable month
- Over 15 hours Downtime = 100% of all fees billed or due for the applicable month

The above Downtime periods are cumulative during the entire month and not limited to a single instance. The credit will be applied to the following month’s invoice. For clarity, in the event Services are pre-paid or if no amounts are otherwise owed to Provider then, in lieu of any credit hereunder, Provider shall refund the amount of the applicable credit to Gen within thirty (30) days of the end of the month in which the credit accrued. In addition, Provider shall within ten (10) business days of notice from Gen perform a root cause analysis to identify the cause of such failure, provide a remedy plan and implement such plan in an agreed upon time frame.

d. Maintenance. All scheduled maintenance requiring downtime will be performed between the hours of 12:00 a.m. until 11:59 pm U.S. Central time on Saturdays and Sundays (“Maintenance Windows”) and require less than 12 hours. Provider shall provide written notification to Gen at least 7 business days in advance of such maintenance. Any major maintenance or upgrades that will impact the availability of the Services outside the Maintenance Windows must be discussed and expressly approved in writing by Gen in advance.

e. Unscheduled Downtime. In the event of a system failure, Provider will “fail-over” to an alternate system within 15 minutes and shall bring up the entire infrastructure and the Services from a cold boot in a maximum of one hour. In the event of such a system failure, Provider will notify Gen of the unscheduled downtime and the status of the event via a telephone conversation. Provider will escalate the issue within Gen until live human contact is made.

f. Catastrophic Failure. In the event of multiple catastrophic system failures, Provider shall find a working solution or switch to a backup server in a maximum of twenty-four hours. In the event of such a catastrophic system failure, Provider will notify Gen of the unscheduled downtime and the status of the event via a telephone conversation. Provider will escalate the issue within Gen until live human contact is made.