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Portal Proprietary & Confidential
[PORTAL LOGO] AGREEMENT NUMBER:
SOFTWARE LICENSE AND SUPPORT AGREEMENT
This Software License and Support Agreement shall be effective as of July 31, 1998, ("Effective Date") is entered into by and between Portal Software, Inc, a California corporation with principle offices at 20863 Stevens Creek Boulevard, Suite 200, Cupertino, California 95014 ("Portal") and Sage Networks, Inc., a Delaware corporation with principle offices at 215 First Street, Cambridge, MA 02142 ("Licensee") and describes the terms and conditions pursuant to which Portal shall license to Licensee and support certain Portal Software (as defined below).
1 DEFINITIONS
1.1 "Agreement" means this Software License and Support Agreement, including any and all attached Schedules.
1.2 "Application" means the specific Application set forth in Schedule A hereto of the Portal Software running on one or more related computers at a single location, that share the same Portal Software Database.
1.3 "Confidential Information" means this Agreement and all its Schedules, any addenda hereto signed by both parties, all software listings, Documentation, information, data, drawings, benchmark tests, specifications, trade secrets, object code and machine-readable copies of the Portal Software, and any other proprietary information supplied to Licensee by Portal or by Licensee to Portal which is clearly marked as "confidential" if in tangible form, or identified as "confidential" if orally disclosed.
1.4 "Designated Equipment" means the hardware make and model of the server computer(s) on which the Portal Software will be installed. Licensee will use reasonable efforts to provide Portal with at least thirty (30) days prior written notice describing the type and location of the server hardware initially and if moved during the term of this Agreement.
1.5 "Portal Software" means (i) the software products designated on Schedule A hereto provided to Licensee by Portal in executable form (but not the Source Code), (ii) the associated program documentation ("Documentation"), (iii) any source code or object code which Portal in its sole discretion may provide to Licensee from time to time and (iv) any Updates, modifications, maintenance releases, bug fixes or work-arounds which Portal may provide to Licensee from time to time.
1.6 "Portal Software Database" means the customer database associated with the Portal Software which contains the Customer Records.
1.7 "Production Site(s)" means the addresses and locations of the server computer(s) on which the Portal Software will be installed. Licensee agrees to use reasonable efforts to provide Portal with the addresses and locations of such Production Sites at least thirty (30) days prior to any such installation(s).
1.8 "Sage-based Services Distributors" means any entity under contract with Licensee for the distribution of Licensee's products and services. Licensee shall be responsible for ensuring the compliance of its Sage-based Services Distributor with the terms and provisions of this Agreement. Any use of the Portal Software in connection with such Sage-based Services Distributors and their Subscribers is solely limited to the products and services of Sage Networks, Inc., and the Application. If the Portal Software is used in connection with customers of any Sage-based Services Distributors, those customers shall be counted toward Licensee's Subscriber total.
1.9 "Subscriber" means an individual customer record account object ("Customer Record") in the Portal Software Database. The total number of Subscribers is exactly equal to the number of Customer Records in the Portal Software Database, except that Subscribers shall not include fictitious customer records created by Licensee solely for the purposes of testing the Portal Software in a non-production environment.
1.10 "Updates" means any updates to the Portal Software licensed hereunder which Portal, in its discretion, makes generally available to its Portal Software licensees.
2 GRANT OF LICENSE
2.1 For so long as this Agreement remains in force Portal grants to Licensee a perpetual, non-exclusive and non-transferable (subject to Section 11) right to use the Portal Software on the Designated Equipment and on a single Portal Software Database located at the designated Production Site only for the specified Application. Licensee may possess only the number of copies of any Portal Software necessary for the type of use specified above and may use such copies only in accordance with this Agreement and the Documentation. Portal shall at all times retain ownership of all Portal Software including any Documentation and any copies thereof.
2.2 Portal will deliver to Licensee, as soon as is practicable, the necessary password to enable Licensee to download from Portal's website one machine-readable copy of the Software, along with one machine-readable copy of the Documentation. Licensee may not reproduce the Documentation except as needed by Licensee's employees in order to support the Application.
2.3 Licensee may copy the Portal Software for backup or archival purposes provided that all titles, trademark symbols, copyright symbols and legends, and other proprietary markings are reproduced.
2.4 Licensee shall be permitted to create applications using the Policy Facilities Modules source code and Application Programming Interfaces ("Portal Software Customization Tools") which Portal may, in its sole discretion, provide to Licensee from time to time.
2.5 Portal grants and Licensee receives no other rights or licenses to the Portal Software, derivative works (as defined in the United States copyright Act of 1976, Title 17 USC Section 101 et. Seq.) or any intellectual property rights related thereto, whether by implication, estoppel or otherwise, except those rights expressly granted in this Section 2.
3 LICENSE RESTRICTIONS
3.1 Licensee agrees that it will not itself, or through any parent, subsidiary, affiliate, agent or other third party:
3.1.1 sell, lease, license, sublicense, encumber or otherwise transfer any portion of the Portal Software or Documentation;
3.1.2 except to the minimum extent necessary to comply with EC Directive, if applicable, or other applicable legislation, decompile, disassemble, or reverse engineer any portion of the Portal Software or attempt to discover any source code or underlying ideas or algorithms of any Portal Software;
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3.1.3 other than to the extent permitted by Section 2.4 above, create any Derivative Work based on the Portal Software or any Portal Confidential Information;
3.1.4 use the Portal Software to provide processing services to third parties (except Sage-based Services Distributors or their customers), commercial timesharing, rental or sharing arrangements, or on a "service bureau" basis or otherwise use or allow others to use the Portal Software for the benefit of any third party;
3.1.5 provide, disclose, divulge or make available to, or permit use of the Portal Software by persons other than Licensee's employees who shall be bound by the confidentiality terms and provisions contained in Section 12 below, without Portal's prior written consent;
3.1.6 use any Portal Software, or allow the transfer, transmission, export, or re-export of any Portal Software or portion thereof in violation of any export control laws or regulations administered by the U.S. Commerce Department, OFAC, or any other government agency. All the limitations and restrictions on the Portal Software in this Agreement also apply to the Documentation.
4 MANNER OF PAYMENT
All payments due hereunder shall be made inside the U.S., in U.S. dollars and are exclusive of any sales, use or other taxes, fees or duties arising out of this Agreement. In addition to any remedies Portal may have hereunder or at law, any payments more than thirty (30) days overdue will bear a late payment fee of 1.5% per month, or, if lower, the maximum rate allowed by law. Delays in payment will result in a day-for-day delay of the Portal Software implementation timetable.
5 LICENSE FEE
5.1 In consideration of the rights granted herein, Licensee shall pay Portal the license fee specified in Schedule A on the Effective Date.
6 MAINTENANCE AND TECHNICAL SUPPORT
6.1 Provided Licensee remains current on its Gold Level Maintenance Support payment obligations, Licensee shall be entitled to receive Updates and technical support in accordance with Portal's Gold Level Support Policy, a current copy of which is provided at Schedule B. The first annual Gold Level Maintenance Support payment shall be due upon the earlier of: (i) completion of implementation services, or (ii) 180 days from the Effective Date hereof, whichever shall be first.
6.2 Support Services shall consist of (i) error correction and telephone support provided during Portal's normal business hours to Licensee's technical support contact concerning the installation and use of the then current release of the Portal Software and (ii) product Updates that Portal in its discretion makes generally available and are not designated by Portal as products for which it charges a separate fee. Portal shall have no obligation to support (a) altered, damaged or modified Portal Software (except as authorized by Portal or if such modifications or customizations are performed by Portal Professional Services Group during implementation) or any portion of the Portal Software incorporated into other software, (b) Portal Software that is not the then current or immediately previous sequential release, (c) problems caused by Licensee's negligence, abuse, or misapplication, or use of the Portal Software other than as specified in Portal's user documentation or other causes beyond the control of Portal, or (d) Portal Software installed on a system that is not supported by Portal. Portal shall have no liability for any changes in Licensee's hardware which may be necessary to use the Portal Software.
6.3 Portal may elect on sixty (60) days notice (i) effective on any Annual Maintenance Fee payment date thereafter with respect to any particular Portal Software, to change the Annual Maintenance Fee and support services terms for that Portal Software to its then standard fees and terms and/or (ii) effective on the third or any later Annual Maintenance Fee payment date with respect to any particular Portal Software, not to provide Support Services to Licensee for that Portal Software, in which cases Licensee may elect to forego further Support Services and Annual Maintenance Fees for such Portal Software, whereupon Portal shall refund Licensee any Support Services fees pro-rated for the balance of the annual term.
6.4 Upon completion of the implementation of the Portal Software by Portal, Portal will provide Licensee with a letter confirming that such installation of the Portal Software was authorized and that Portal's maintenance, technical support and warranty obligations hereunder shall not have been waived.
7 TERMINATION
7.1 This Agreement commences on the Effective Date and will remain in force until it is terminated.
7.2 Licensee may, upon thirty (30) days prior written notice to Portal, terminate this Agreement. However, no such termination will entitle Licensee to a refund of any portion of any monies which have been paid to Portal.
7.3 Portal may, by written notice to Licensee, terminate this Agreement if any of the following events ("Termination Events") occur, provided that no such termination will entitle Licensee to a refund of any portion of any monies which have been paid to Portal;
7.3.1 Licensee is in breach of this Agreement in any material respect, which breach, if capable of being cured, is not cured within thirty (30) days after Portal gives Licensee written notice of such breach; or Portal may terminate this Agreement immediately upon notice if Licensee breaches any of its obligations under Section 3 above in any material respect;
7.3.2 Licensee terminates its business activities or becomes insolvent, admits in writing to its inability to generally pay its debts as they mature, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority, unless Licensee remains current on all payment obligations hereunder and any such payments are not reasonably susceptible to being reclaimed or refunded.
7.4 Termination will become effective immediately under Section 7.3.2 or on the date set forth in the written notice of termination under Section 7.3.1 provided such date is not less than thirty (30) days from delivery of said notice. Termination of this Agreement will not affect the provisions regarding Licensee's or Portal's treatment of Confidential Information, provisions relating to the payments of amounts due, provisions limiting or disclaiming Portal's liability, and/or provisions regarding applicable law, which provisions will survive termination of this Agreement.
7.5 Upon termination, all licenses granted hereunder shall cease to be effective and Licensee shall immediately cease all use of any affected Portal Software, Documentation and Portal Confidential Information.
7.6 Within fourteen (14) days of the date of termination or discontinuance of this Agreement for any reason whatsoever, Licensee shall return the Portal Software, derivative works and all copies thereof, in whole or in part, all related Documentation and all copies thereof, and any other Confidential Information in its possession. Licensee shall furnish Portal with a certificate signed by an executive officer of Licensee verifying that the same has been done.
7.7 Termination is not an exclusive remedy and all other remedies will be available whether or not termination occurs.
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8 INDEMNIFICATION FOR INFRINGEMENT
8.1 Portal shall, at its expense defend or settle any claim, action or allegation brought against Licensee that the Portal Software infringes any patent, copyright, trade secret or other proprietary right of any third party, and Portal will similarly indemnify and hold harmless Licensee from damages and costs incurred by Licensee (including reasonable attorneys' fees and costs) as a result of any such claims of infringement and shall pay any final judgment awarded or settlements entered into; provided that Licensee gives prompt written notice to Portal of any such claim, action or allegation of infringement and gives Portal the authority to proceed as contemplated herein. Portal will have the exclusive right to defend any such claim, action, or allegation and make settlements thereof at its own discretion, and Licensee may not settle or compromise such claim, action or allegation, except with prior written consent of Portal. Licensee shall give such assistance and information as Portal may reasonably require to settle or oppose such claims.
8.2 In the event any such infringement, claim, action, or allegation is brought or threatened, Portal may, at its sole option and expense:
8.2.1 Procure for Licensee the right to continue use of the Portal Software or the infringing portion thereof;
8.2.2 Modify, amend or replace the Portal Software or infringing part thereof with other software which has substantially the same or better capabilities;
8.2.3 If neither of the foregoing is commercially practicable, Portal shall refund the portion of the licensee fee specified on Schedule A related to the infringing part thereof less one-forty-eighth (1/48) thereof for each month or portion thereof that this Agreement has been in effect. In the event that such refund is made, Licensee shall immediately cease using the infringing portion of the Portal Software and will remove the same from its system and so certify to Portal. By paying a refund in the manner herein contemplated Portal will be released from any further obligation whatsoever to Licensee in connection with the infringing part of the Portal Software. If, as a result of having terminated its licenses with respect to any infringing Portal Software, Licensee is unable to use any or all of the other components of the Portal Software licensed hereunder, Licensee shall be permitted to terminate its licenses for those other Portal Software components upon the same terms and conditions as applicable to the infringing Portal Software Components set forth above.
8.3 THE FOREGOING OBLIGATIONS SHALL NOT APPLY TO THE EXTENT THE INFRINGEMENT ARISES AS A RESULT OF MODIFICATIONS TO THE PORTAL SOFTWARE MADE BY ANY PARTY OTHER THAN PORTAL OR PORTAL'S AUTHORIZED REPRESENTATIVE. THIS SECTION 8 STATES THE ENTIRE LIABILITY OF PORTAL WITH RESPECT TO INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE SECRET OR OTHER PROPRIETARY RIGHT.
9 WARRANTY AND LIMITATION OF LIABILITY
9.1 Portal warrants to Licensee that the Portal Software will perform in substantial accordance with the Documentation for a period of one hundred eighty (180) days from the Effective Date. Portal represents and warrants that the Portal Software is designated to be used prior to, during and after the calendar year 2000 and that the Portal Software will operate during each such time period without error relating to, or the product of, date data which references different centuries or more than one century. If the Portal Software does not perform as warranted, Portal shall undertake to correct the non-conforming part of the Portal Software, or if correction is reasonably not possible, replace such non-conforming part of the Portal Software free of charge. If neither of the foregoing is commercially practicable, Portal shall refund the monies paid by Licensee for that non-conforming part of the Portal Software. In the event that such refund is made, Portal may amend Schedule A with respect to the non-conforming part of the software program. The foregoing Year 2000 Warranty shall not apply to the extent that the Portal Software is used or interfaced with other software, data or operating systems which are not Year 2000 compliant and it is reasonably established that such non-compliant software, data or operating system is the source of the Year 2000 problem or if the Portal Software has been modified in a manner not authorized by Portal. THE FOREGOING ARE LICENSEE'S SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF WARRANTY. The warranty set forth above is made to and for the benefit of Licensee only and will be enforceable against Portal only if:
9.1.1 The Portal Software has been properly installed and has been used at all times in accordance with the Documentation and this Agreement;
9.1.2 All modifications, alterations or additions to the Portal Software, if any, have been made using Portal Software Customization Tools provided by Portal to Licensee; and
9.1.3 Licensee has not made or caused to be made modifications, alterations or additions to the Portal Software that cause it to deviate from the Documentation.
9.2 Except as set forth above, Portal makes no warranties, whether express or implied, or statutory regarding or relating to the Portal Software or the Documentation, or any materials or services furnished or provided to Licensee under this Agreement. Specifically, Portal does not warrant that the Portal Software will be error free or will perform in an uninterrupted manner. To the maximum extent allowed by law, Portal specifically disclaims all implied warranties of merchantability and fitness for a particular purpose (even if Portal had been informed of such purpose) with respect to the Portal Software, Documentation and support and with respect to the use of any of the foregoing.
9.3 IN NO EVENT WILL PORTAL OR ITS SUBCONTRACTORS BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF COVER OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE OR USE OF THE PORTAL SOFTWARE OR SERVICES PERFORMED HEREUNDER OR ANY DELAY IN DELIVERY OR FURNISHING THE PORTAL SOFTWARE OR SAID SERVICES WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF PORTAL HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
9.4 PORTAL'S MAXIMUM AGGREGATE LIABILITY (WHETHER IN CONTRACT, TORT OR ANY OTHER FORM OF LIABILITY) FOR DAMAGES OR LOSS, HOWSOEVER ARISING OR CAUSED, WHETHER OR NOT ARISING FROM PORTAL'S NEGLIGENCE, SHALL IN NO EVENT BE GREATER THAN (a) IN THE EVENT SUCH DAMAGE IS NOT RELATED TO SUPPORT, THE LICENSE FEE SPECIFIED IN SCHEDULE A RELATED TO THE PARTICULAR PORTAL SOFTWARE PROGRAM WHICH CAUSED THE DAMAGE OR LOSS, OR (b) IN THE EVENT SUCH DAMAGE OR LOSS IS RELATED TO SUPPORT, THE SUPPORT FEES PAID BY LICENSEE FOR THE THEN CURRENT SUPPORT TERM.
9.5 No employee, agent, representative or affiliate of Portal has authority to bind Portal to any oral representations or warranty concerning the Portal Software. Any written representation or warranty not expressly contained in this Agreement is unenforceable.
10 EMBEDDED REPORTING /COMPLIANCE ROUTINE; AUDIT RIGHTS
Licensee shall keep and maintain full, accurate and detailed records regarding the License and the number of End Users of the Portal Software. Portal or its representatives shall be entitled to review and audit such books and records and/or Licensee's compliance with the provisions of this Agreement from time to
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time during normal business hours upon thirty (30) days prior written notice reasonable notice to Licensee.
11 ASSIGNMENT/BINDING AGREEMENT
Neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred by Licensee, in whole or in part, whether voluntary or by operation of law, except by way of sale of assets, merger or consolidation, without the prior written consent of Portal, which consent shall not be unreasonably withheld or delayed, provided that in the case of any such sale of assets, merger or consolidation, the number of Subscribers shall not be increased beyond the maximum number of Subscribers in the block of Subscribers then applicable immediately prior to such sale of assets, merger or consolidation. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns. Notwithstanding the foregoing, no transfer or assignment of Licensee's rights hereunder shall be effective unless and until (1) Licensee has paid and remains current on all amounts due hereunder, and (2) the purported assignee agrees in writing to be bound by all of the obligations of Licensee hereunder. Further, neither this Agreement nor the licenses granted hereunder shall be transferable to any direct competitor of Portal.
12 CONFIDENTIALITY
12.1 Each Party acknowledges that the Confidential Information constitutes valuable trade secrets and each party agrees that it shall use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without the other party's prior written consent. Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. However, neither party bears any responsibility for safeguarding any information that it can document in writing (i) is in the public domain through no fault of its own, (ii) was properly known to it, without restriction, prior to disclosure by Disclosing Party, (iii) was properly disclosed to it, without restriction, by another person with the legal authority to do so, (iv) is independently developed by Receiving Party without use or reference to Disclosing Party's Proprietary Information or (v) is required to be disclosed pursuant to a judicial or legislative order or proceeding; provided that, to the extent permitted by and practical under the circumstances, Receiving Party provides to Disclosing Party prior notice of the intended disclosure and an opportunity to respond or object to the disclosure or if prior notice is not permitted or practical under the circumstances, prompt notice of such disclosure.
12.2 In the event of actual or threatened breach of the provisions of Section 3 or Section 12.1, the non-breaching party will be entitled to immediate injunctive and other equitable relief, without bond and without the necessity of showing actual damage.
13 NOTICE
Any notice required or permitted under the terms of this Agreement or required by law must be in writing and must be (a) delivered in person, (b) sent by registered mail, return receipt requested, (c) sent by overnight air courier, or (d) by facsimile, in each case forwarded to the appropriate address set forth below.
FOR PORTAL:
ATTN: LEGAL DEPARTMENT
PORTAL SOFTWARE, INC.
20863 STEVENS CREEK BOULEVARD, SUITE 200
CUPERTINO, CA 95014
FOR LICENSEE:
SAGE NETWORKS, INC.
215 FIRST STREET
CAMBRIDGE, MA 02142
ATTN: GENERAL COUNSEL
SAGE NETWORKS, INC.
11 MARTINE AVENUE
WHITE PLAINS, NY 10606
Either party may change its address for notice by written notice to the other party. Notices will be considered to have been given at the time of actual delivery in person, three (3) business days after posting, or one days after (vi) delivery to an overnight air courier service or (vii) the moment of transmission by facsimile.
14 MISCELLANEOUS
14.1 Force Majeure. Neither party will incur any liability to the other on account of any loss or damage resulting from any delay or failure to perform all or any part of this Agreement if such delay or failure is caused, in whole or in part, by event, occurrences, or causes beyond its control and without negligence of the parties. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, riots, acts of war, earthquakes, fire and explosions, but the ability to meet financial obligations is expressly excluded.
14.2 Waiver. Any waiver of the provisions of this Agreement or of a party's rights or remedies under this Agreement must be in writing to be effective. Failure, neglect or delay by a party to enforce the provisions of this Agreement or its rights or remedies at any time will not be construed to be deemed a waiver of such party's rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice such party's right to take subsequent action.
14.3 Severability. If any term, condition or provision in this Agreement is found to be invalid, unlawful or unenforceable to any extent, the parties shall endeavor in good faith to agree to such amendments that will preserve, as far as possible, the intentions expressed in this Agreement. If the parties fail to agree on such an amendment, such invalid term, condition or provision will be severed from the remaining terms, conditions and provisions, which will continue to be valid and enforceable to the fullest extent permitted by law.
14.4 Entire Agreement. This Agreement (including the Schedules and any addenda hereto signed by both parties) contains the entire agreement of the parties with respect to the subject matter of this Agreement and supercedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter.
14.5 Standard Terms of Licensee. No terms, provisions or conditions of any purchase order, acknowledgement or other business form that Licensee may use in connection with the acquisition or licensing of the Portal Software will have any effect on the rights, duties or obligations of the parties under, or other otherwise modify, this Agreement, regardless of any failure of Portal to object to such terms, provisions, or conditions.
14.6 Public Announcements/Publicity. Licensee and Portal agree to cooperate regarding public relations activities, including public announcements, joint press releases, and other activities to be mutually agreed. Neither party will perform such activities without the prior written consent of the other party, which consent shall not be unreasonably withheld.
14.7 Counterparts. This Agreement may be executed in counterparts, each of which so executed will be deemed to be an original and such counterparts together will constitute one and the same Agreement.
14.8 Applicable Law. This Agreement will be interpreted and construed pursuant to the laws of the State of California and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods. Any waivers or amendments shall be effective only if made in writing. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. The prevailing party in any action to enforce this Agreement will be entitled to recover its reasonable attorney's fees and costs in connection with such action. Licensee represents that it is not a government agency and it is not acquiring the license pursuant to a government contract or with government funds. In the event of a conflict between the terms and provisions of this Agreement and any other document or agreement, this Agreement shall be controlling.
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IN WITNESS WHEREOF, the authorized representatives of the parties hereby bind the parties by signing below:
SAGE NETWORKS, INC.
BY: /s/ Leonard J. Fassler
------------------------------------------------------------------- PRINT NAME: Leonard J. Fassler
------------------------------------------------------------------- TITLE: Co-Chairman
------------------------------------------------------------------- DATE: July 31, 1998
-------------------------------------------------------------------
PORTAL SOFTWARE, INC.
BY: /s/ John Little
------------------------------------------------------------------- PRINT NAME: John Little
------------------------------------------------------------------- TITLE: President and Chief Executive Officer
------------------------------------------------------------------- DATE: August 6, 1998
-------------------------------------------------------------------
Portal SLSA Page 5 of 5 Schedule A
Portal Proprietary & Confidential
SCHEDULE A
SECTION 1.0 PORTAL SOFTWARE
The following Portal Software products and their associated online documentation will be provided:
- - Infranet, including Infranet Server, Infranet Developer, Infranet
Administrator, Infranet Payment Tool, Infranet Pricing Tool, Policy
Configuration Tool, Invoice Designer Tool, Infranet Insite;
SECTION 2.0 APPLICATION DESCRIPTION/EQUIPMENT/INITIAL SUBSCRIBER LIMIT
2.1 APPLICATION: BILLING AND CUSTOMER MANAGEMENT OF SUBSCRIBERS TO LICENSEE'S
ONLINE WEB HOSTING SERVICE.
2.2 PLATFORM (O/S): SUN/SOLARIS UNIX
2.3 INITIAL SUBSCRIBER LIMIT: 25,000
SECTION 3.0 INSTALLATION SITES
3.1 PRODUCTION SITE: 64 PERIMETER CENTER EAST, G1, ATLANTA, GA 30346
3.2 DEVELOPMENT SITE: 64 PERIMETER CENTER EAST, G1, ATLANTA, GA 30346
3.3 BACKUP SITE: 64 PERIMETER CENTER EAST, G1, ATLANTA, GA 30346
SECTION 4.0 LICENSE AND MAINTENANCE SUPPORT SERVICE FEES
4.1 PORTAL SOFTWARE LICENSE FEES
The following Price List describes the price for licensing the Portal Software for the above-stated Application for the up to 25,000 total Subscribers.
- --------------------------------------------------------------------------------------------------------------------
PORTAL SOFTWARE COMPONENT LIST PRICE DISCOUNT FINAL PRICE
- --------------------------------------------------------------------------------------------------------------------
INFRANET $100,000.00 30% $70,000.00
- --------------------------------------------------------------------------------------------------------------------
4.2 ANNUAL GOLD LEVEL SUPPORT SERVICE FEES
Portal will provide Gold Level Maintenance Support Services for a term of one year pursuant to Attachment B at the following price:
- --------------------------------------------------------------------------------------------------------------------
PORTAL SUPPORT SERVICE ANNUAL FEE ANNUAL PAYMENT DATE
- --------------------------------------------------------------------------------------------------------------------
GOLD LEVEL MAINTENANCE SUPPORT $20,000.00 180 days from the Effective Date or upon
(25,000 SUBSCRIBERS) completion of implementation, whichever
shall be first.
- --------------------------------------------------------------------------------------------------------------------
SLSA Schedule A Page A-1
Portal Proprietary & Confidential
4.3 ADDITIONAL SUBSCRIBER LICENSE AND MAINTENANCE SUPPORT FEES
For up to three (3) years from the Effective Date ("Option Period") Licensee shall be entitled to license Additional Subscribers at the rates set forth in the following table. After expiration of the Option Period, Licensee will license Additional Subscribers at Portal's then current rates. Such Additional Subscribers may only be licensed in the incremental blocks specified and not one at a time. Applicable Annual Maintenance Support Fees must be licensed and paid before such Additional Subscribers are called into use. Annual Maintenance Support fees will be prorated over the remainder of the annual support term during which they are added. In the event Portal reduces its list pricing below those prices offered to Licensee for Additional Subscribers hereunder during the Option Period, Licensee shall be permitted to apply the discount schedule below to Portal's then current rates.
- --------------------------------------------------------------------------------------------------------------------
SUBSCRIBER NUMBERS SUBSCRIBERS DISCOUNT PRICE PER PRICE PER BLOCK ANNUAL GOLD SUPPORT
IN BLOCK SUBSCRIBER FEE PER BLOCK
- --------------------------------------------------------------------------------------------------------------------
25,001- 50,000 25,000 15%(1) $3.40 $ 85,000.00 $17,000.00
- --------------------------------------------------------------------------------------------------------------------
50,001-100,000 50,000 20% $3.20 $ 160,000.00 $32,000.00
- --------------------------------------------------------------------------------------------------------------------
100,001-200,000 100,000 25% $3.00 $ 300,000.00 $60,000.00
- --------------------------------------------------------------------------------------------------------------------
200,001-450,000 250,000 30% $2.80 $ 700,000.00 $140,000.00
- --------------------------------------------------------------------------------------------------------------------
450,001-950,000 500,000 30% $2.80 $1,400,000.00 $280,000.00
- --------------------------------------------------------------------------------------------------------------------
SECTION 5.0 PAYMENT SCHEDULE
Licensee agrees to make payment in accordance with the following table:
- --------------------------------------------------------------------------------------------------------------------
DESCRIPTION AMOUNT PAYMENT DUE DATE
- --------------------------------------------------------------------------------------------------------------------
LICENSE FEE $70,000.00 Within 30 Days of Effective Date
- --------------------------------------------------------------------------------------------------------------------
ANNUAL GOLD SUPPORT PAYMENT $20,000.00 180 days from the Effective Date or upon
completion of implementation, whichever shall
be first.
- --------------------------------------------------------------------------------------------------------------------
- --------
1 Licensee shall be entitled to receive a 30% discount on the first block of
25,000 Additional Subscribers if Licensee purchases such Additional
Subscribers within sixty (60) days of the Effective Date hereof.
SLSA Schedule A Page A-2
[PORTAL LOGO]
SCHEDULE B
[INFRANET(TM)]
...
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