Order Form Subscription Services

Transcription

1 Order Form Subscription Services Scriyb sells subscriptions that entitle you to receive Scriyb services and/or Software during the period of the subscription (generally, one or three years). This Order Form describes the Subscription Services that Scriyb provides for: Software product offerings (these subscriptions are called Software Subscriptions ); Support and maintenance services offerings (these subscriptions are called Support Subscriptions ); and Software management services offerings (these subscriptions are called Management Subscriptions ). Whether you purchase Subscription Services from us, we agree to provide you with the Subscription Services on the terms described in this Order Form. In exchange, you agree to comply with the terms of the Scriyb Enterprise Agreement, and the Order Form. When we use a capitalized term in this Order Form without defining it, the term has the meaning defined in the Scriyb Enterprise Agreement to which this Order Form applies. In the event of a conflict, inconsistency or difference between this Order Form and the Enterprise Agreement, the terms of the Enterprise Agreement control. 1. Subscription Services An Overview Subscription Units: We charge you a fee for our Subscription Services based on the total number of Units of Software or other Scriyb Products that you deploy, install, use or execute (as described in more detail in Tables 1.5, 1.7 and 1.9 below and elsewhere in the Appendix). For example, Software Subscriptions for Scriyb Enterprise Licenses are priced based on the number of users, and other characteristics of Systems, on which you install or use the Software. Scriyb Products refers collectively to the Software Subscriptions, Support Subscriptions and Management Subscriptions listed in Tables 1.5, 1.7 and Use of Software and Subscription Services: While you have subscriptions entitling you to receive Subscription Services for a Scriyb Product, you are required to purchase Subscription Services in a quantity equal to the total number of Units of that Scriyb Product (including variants or components thereof). In addition, if you are using Subscription Services to support or maintain a Scriyb Product, then you are required to purchase Subscription Services for each instance of such Scriyb Product. The Agreement (including pricing) is premised on our understanding that you will use the Subscription Services and Software only for your internal use (which includes Affiliates). You agree not to use Software Subscriptions with higher support service levels (e.g. +Services) to provide such higher support levels to Units with Subscriptions that include lower support levels (e.g. Standard and Base), unless you report and pay for the higher support service levels on such Units. You may migrate from one Unit of a given Software Subscription to another Unit with the same Subscription Services characteristics without the purchase of additional Software Subscriptions, provided that you do not increase the quantity of Units or other Software Subscription characteristics. A Software Subscription provides you with ongoing access to a variety of Scriyb

2 2 services for your company use. Accordingly, providing our services to, or using for the benefit of, a third party is a material breach of the Agreement. The foregoing sentence is not intended to limit your internal use of the Software to run a web site and/or to offer your own software as a service, provided such a web site or service (a) does not include a distribution of any of the Subscription Services and (b) provides a material value added application or service other than the Software and/or Subscription Services. The Subscription Services may be used by third parties acting on your behalf, such as contractors, subcontractors or outsourcing vendors provided (i) you remain responsible for all of your obligations under the Agreement for the activities and omissions of the third parties and (ii) you obtain Scriyb s written consent before you migrate your Software Subscriptions off of your premises and, in the case of a migration to a third party cloud or hosting provider and agree to the terms of the Scriyb Enterprise Agreement. Any unauthorized use of the Subscription Services is a material breach of the Agreement, such as (a) only purchasing or renewing Subscription Services based on some, but not all, of the total number of Units of Software or other Scriyb Products, (b) providing Software Access or Software Maintenance (each defined below) to third parties, (c) using Software Access, Software Maintenance, Pre-Production Support, Production Support and/or Development Support to provide support to third parties, (d) using Subscription Services in connection with any redistribution of Software and/or (e) using Subscription Services to support or maintain any non-scriyb Software products without purchasing Subscription Services for each instance of such non-scriyb Product for which you use Subscription Services. For the purposes of this paragraph (for example, in calculating the total number of Units of Software), Software includes versions or copies with the Scriyb trademark(s) and/or logo file(s) removed. This Agreement establishes the rights and obligations associated with Scriyb Products Subscription Start Date: Unless otherwise agreed in an Order Form, the Subscription Services will begin on the date you purchase the Subscription Services (please note that the foregoing does not limit your obligation to pay for Subscription Services that you previously used but for which you have not paid) Software Subscriptions Benefits of a Software Subscription: For each Software Subscription that you purchase, Scriyb provides you one or more of the following benefits: Software Access: Access to the Software. Software Maintenance: Access to updates, upgrades, corrections, security advisories and bug fixes for the Software, if and when available. Support: Access to Scriyb support for issues relating to Software as described below. Descriptions of Scriyb Software Subscriptions: Table 1.5 below lists the Software Subscriptions offered by Scriyb and the Unit descriptions for real-time online broadcasts that are used to measure your use of each Software Subscription. The End User License Agreement that governs your use of the

3 3 Software is provided as a separate document. The Exhibits listed in Table 1.5 contain additional information concerning the scope of the Software Subscriptions and how Scriyb provides online real-time broadcast Subscription Services to you. Table 1.5 Software Subscription Unit Description (used to measure your use of Software Subscriptions) Exhibit Containing Additional Terms Enterprise Unlimited Unlimited number of users, 24 hours a day worldwide. Account setup fee $9,995, and monthly fee of $9,995 Assuming no more than 10,000 concurrent users worldwide at one instance Enterprise Limited Limited number of users, 24 hours a day worldwide. Account setup fee $5,995, monthly base fee per 5000 users of $5995, and fee over 5000 of users of $29.00 per user per month. Assuming no more than 5000 concurrent users worldwide at one instance. One Month assumes 500 hrs. within 30 days. Institutional Unlimited Limited number of users, 24 hours a day worldwide. Account setup fee of $1995, monthly base fee per users of $ $995, and fee over 4999 users of $12.95 per user per month. Assuming no more than 4999 concurrent users worldwide at one instance. One Month assumes 500 hrs. within 30 days. Institutional Limited Limited number of users, 24 hours a day U.S. Only. Account setup fee of $995, monthly base fee per users of $995, and fee over 999 users of $9.95 per user per month.. Assuming no more than 999 concurrent users worldwide at one instance. One Month assumes 500 hrs. within 30 days.

4 4 Base Enterprise (U.S. Only) Limited number of users, 24 hours a day U.S. Account setup fee of $395, monthly base fee per users of $195, and fee over 499 users of $4.99 per user per month. Assuming no more than 199 concurrent users U.S. at one instance. One Month assumes 500 hrs. within 30 days. Trial: Limited number of users, 24 hours a day U.S. Account setup fee of $0, $395 for 30 days, 40 hours of usage, up to 30 users.. N/A 1.6 Support Subscriptions. Table 1.7 below lists the Support Subscriptions offered by Scriyb and the Unit description that is used to measure your use of the Support Subscription(s). The End User License Agreement that governs your use of the Support Subscriptions is provided as a separate document. The Exhibits listed in Table 1.7 contain additional information concerning the scope of the Support Subscriptions and how Scriyb provides additional Support Subscription Services to you. Table 1.7 Support Subscription Enterprise and Institutional Extended +Support Unit Description (used to measure your use of Support Subscriptions) Private Point of Contact: a Scriyb associate whom you are authorized to contact 24 hours a day, ( or phone) to request support for a particular, division, team, or geography. $ per hour, or $ per month, for a total of 40 hours per month. On-site support included: Provided hours from request. Exhibit Containing Additional Terms PPoC will be a member of a technical support team. Travel and lodging billed separately. Enterprise and Private Point of Contact: a Scriyb PPoC will be a

5 5 Institutional Extended Support associate whom you are authorized to contact 9:00AM-6:00PM daily EST U.S. to request support for a particular team, division, or geography. Weekends blackedout. $ per hour, or $ per month, for a total of 16 hours per month. On-site support included: Provided hours from request member of a technical support team. Travel and lodging billed separately. Enterprise and Unlimited Technical Support via Institutional Base Support 8:00AM-6:00PM daily EST, U.S. Ten (10) (included in Software Phone Calls a month, 10AM-10PM EST, Subscriptions fees in U.S..99 per minute thereafter. Table 1.5) Onsite- Support use Extended Support Hourly rate. 1.8 Management Subscriptions. Table 1.9 below lists the Management Subscriptions offered by Scriyb and the Unit description that is used to measure your use of the Management Subscription(s). The End User License Agreement that governs your use of the Management Subscriptions is included at the end of this document. The Exhibits listed in Table 1.9 contain additional information concerning the scope of the Management Subscriptions and how Scriyb provides Subscription Services to you. Table 1.9 Management Support Subscription Unit Description (used to measure your use of Management Support Subscriptions) Exhibit Containing Additional Terms Enterprise and Institutional Extended +Management Support Unlimited Online and On-site customer e-learning Software setup(s) to support a particular, division, team, or geography. Unlimited Hands-on Training, with Technical, Content, and Troubleshooting Manuals. Instructional Design assistance included. $ per hour, or $ per month, for a total of 35 hours. Assigned PoC Instructional Support and Training Personnel Travel and lodging billed separately. Enterprise and Institutional Limited Online and On-site Assigned PoC

6 6 Extended Management Support customer e-learning Software setup(s) to support a particular, division, team, or geography. 3 Sessions of Hands-on Training, with Technical, Content, and Troubleshooting Manuals. Instructional Design included. $ per hour, or $ per month, for a total of 15 hours. Instructional Support and Training Personnel Travel and lodging billed separately. Enterprise and Institutional Management Base Support (included in Software Subscriptions fees in Table 1.5) Phone and support to help e- Onsite- Management learning course set-up 8:00AM- Support use 6:00PM EST. Ten (10) Phone Calls Extended Support a month, 10AM-10PM EST. Hourly rate. 2. TRAINING, COURSES, AND CONSULTING Scriyb sells Training, Course Development Units, and Consulting Units. Whether you purchase Training, Course Units, or Consulting Units from us, or though one of our authorized Business Partners, we agree to provide you with the Training, Courses, or Consulting Units on the terms described in this Order Form. In exchange, you agree to comply with the requirements and terms of this Order Form and the Scriyb Enterprise Agreement. When we use a capitalized term in this document without defining it, the term has the meaning defined in the base agreement Training Training means Scriyb's training courses, including Scriyb's publicly available courses ( Open Enrollment Courses ) and courses provided at a site designated by you ( On- Site Courses ). 1. Equipment and Facilities. For On-Site Courses, you will supply the facility and equipment. If Scriyb agrees to provide the training facilities and hardware, you will be liable for any loss or destruction of this equipment and hardware used in connection with the Training. 2. Client Responsibilities. You are responsible for (a) assessing each participants suitability for the Training, (b) enrollment in the appropriate course(s) and (c) your participants attendance at scheduled courses. 3. Rights to Training Materials. All intellectual property embodied in the training products, materials, methodologies, software and processes, provided in connection with the Training or developed during the performance of the Training (collectively, the Training Materials ) are the sole property of Scriyb (or a Scriyb Affiliate) and are copyrighted by Scriyb unless otherwise indicated.

7 7 Training Materials are provided solely for the use of the participants and may not be copied or transferred without the prior written consent of Scriyb. Training Materials are Scriyb's confidential and proprietary information. 4. Delivery Date and Cancellation. You agree to the cancellation policies and the procedures for scheduling of Training and On-Site Courses available from Scriyb. You must use all Scriyb s training offerings within one (1) year of the date of purchase; any unused training offerings will be forfeited Courses and Consulting Courses. Scriyb has a roster of qualified and certified instructors for a myriad of subjects, and they can provide complete course content and certification as desired and required. Please contact the Scriyb Director of Business Development to discuss course content needs and instructional requirements Consulting. Scriyb Consultants can provide for you Scriyb integration and adoption plans for you and your company at no charge. Scriyb Consultants can also assist with technical consultation and even basic content creation and deployment. Instructional design consultants are also available, but are bill at the Enterprise and Institutional Extended Management Support rate listed above. Training, Courses, and Consulting unit purchases will be described and priced in a separate Order Form. 3.1 Payment Notwithstanding other payment terms, payment for Training, Courses, and Consulting must be received in full prior to the delivery of the associated Services.

8 8 Scriyb, LLC George Mason Circle Bull Run Hall RM147 Manassas, VA Complete this Subscription Services Order Form, sign, date and or mail to Scriyb at the address above. Your order will be processed within 48 hours from the time it is received. Software Subscriptions - # of Units Software Subscriptions Enterprise Unlimited Cost Setup Fee $9,995 per Month (unlimited) $9995 Enterprise Limited $5,995 per Month (5000 users) $5995 Institutional Unlimited $995 per Month (4999 users) $19.95 per user over 4999 users $1995 Institutional Limited (U.S. Only) $995 per Month (999 users) $995 $9.95 per user over 999 users Base Enterprise (U.S. Only) Trial (U.S. Only) Support Subscriptions $195 Month (199 users) $4.99 per user over 199 users $495 for 30 days, 40 hours of usage, up to 30 concurrent users. $395 $0 # of Units Support Subscriptions Cost/Unit Total Cost

9 9 Enterprise and Institutional Extended +Support Enterprise and Institutional Extended Support $2995 per Month, or $240 per hour $1995 per Month, or $179 per hour Enterprise and Institutional Base Support $0 $0 Management Subscriptions Enterprise and Institutional Extended $2995 per Month, or $299 per hour +Management Support Enterprise and Institutional Extended $1995 per Month, or $199 per hour Management Support Enterprise and Institutional Base $0 Support Sales Tax State Sales Tax Rate: TOTAL COST: Company Information Company Name: Mailing Address: City, State ZIP: User Name: Phone#: ( ) # of Employees: Purchase Options

10 10 [ ] Please send an invoice for the "Total Cost" with the product (PO #:, if necessary) [ ] Please bill my credit card: [ ] American Express [ ] MasterCard [ ] VISA Signature: Card Number: Expiration Date: CCV: Name on Card: Date: I agree to the terms and conditions as set forth in the purchasing agreement with Scriyb. I understand software and all documents have received a copyright and may only be distributed in the manner as set forth in the Scriyb Enterprise Agreement, Purchase Form, and End User Software License Agreement. You have a thirty-day guarantee. If you are invoiced, your payment will be considered late if not received within thirty- days of the billing date and interest will be charged at 1.5% per month. Name: Authorized Signature: Title: Company: Address: Phone: Date: