VALIDATIONS, INC.

END USER LICENSE AGREEMENT

1. SOFTWARE LICENSE.

1.1 LICENSE GRANT.


1.2 RESTRICTIONS ON USE.


1.3 EVALUATION USE.


1.4 UNAUTHORIZED USE.


1.5 MAINTENANCE AND SUPPORT.


1.6 SERVICES.


2. FEES.

2.1 PRICING.


2.2 PAYMENTS.


3. CONFIDENTIALITY

3.1 SCOPE AND RESTRICTIONS.


3.2 EQUITABLE RELIEF.

The Receiving Party acknowledges that unauthorized disclosure of the Disclosing Party’s Confidential Information could cause substantial harm to the Disclosing Party for which damages alone might not be a sufficient remedy and, therefore, that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law or equity.


5. TERM AND TERMINATION.


6. WARRANTIES.

6.1 LIMITED WARRANTY.The limits below will not apply to the extent prohibited by applicable law.


6.2 WARRANTY DISCLAIMER.


7. INDEMNIFICATION.

7.1 BY APPDYNAMICS.


7.2 BY END USER.


7.3 INDEMNIFICATION REQUIREMENTS.


8. LIMITATION OF LIABILITY. The limits below will not apply to the extent prohibited by applicable law.

8.1 EXCEPT FOR LIABILITY ARISING OUT OF END USER’S BREACH OF SECTION 1.2 (RESTRICTIONS ON USE), IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOSS OF REVENUES OR PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 EXCEPT FOR LIABILITY ARISING OUT OF END USER’S BREACH OF SECTION 1.2 (RESTRICTIONS ON USE), NEITHER PARTY’S LIABILITY FOR ANY DAMAGES (WHETHER FOR BREACH OF CONTRACT, MISREPRESENTATIONS, NEGLIGENCE, STRICT LIABILITY, OTHER TORTS OR OTHERWISE) UNDER THIS AGREEMENT SHALL EXCEED AN AMOUNT EQUAL TO THE TOTAL FEES PAID (PLUS FEES PAYABLE) TO APPDYNAMICS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM GIVING RISE TO SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

9. FORCE MAJEURE.

Except for payment obligations, neither party hereto will be liable for defaults or delays due to acts of God, or the public enemy, acts or demands of any government or governmental agency, fires, earthquakes, floods, accidents, or other unforeseeable causes beyond its reasonable control and not due to its fault or negligence.

10. DATA COLLECTION.


11. US GOVERNMENT MATTERS.

As defined in FAR section 2.101, the Software and Documentation are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

12. MISCELLANEOUS.



EXHIBIT A

ENTERPRISE SUPPORT

GENERAL REQUIREMENTS.


HOURS OF OPERATION.

Support is available twenty-four (24) hours per day, seven (7) days per week.

ERROR CLASSIFICATION.

Any reported errors are classified in the following manner, in each case when caused by
the Software:

Error Classification Criteria
==================== ========
Urgent End User production application is down or there is a
major malfunction, resulting in a business revenue loss and
impacting the End User application functionality for a
majority of users.

High Critical loss of End User application functionality or
performance, impacting the application functionality for a
high number of users.

Normal Moderate loss of End User application functionality or
performance, impacting multiple users.

Low Minor loss of End User application functionality or
product feature in question.


ERROR DEFINITION.


AUTHORIZED SUPPORT CONTACTS.

Maintenance and Support will be provided solely to End User’s designated support contacts. The Order Form may indicate a maximum number of designated support contacts for End User’s service level. End User will provide its designated support contacts, including its primary email address.

END USER’S OBLIGATION TO ASSIST.

A general description of the operating environment
A list of all hardware components, operating systems and networks
A reproducible test case
Any log files, trace and systems files



ERROR RESOLUTION.



SOFTWARE UPDATES AND UPGRADES. End User must be current on fees in order to receive access to Maintenance.



Error Initial Response Manager Escalation VP Escalation Email Status Updates
===== ================ ================== ============= ====================
Urgent 1 Hour 1 Business Day 1 Week Daily
High 6 Hours 1 Week 2 Weeks Weekly
Normal 1 Business Day Quarterly Review None None
Low 2 Business Days Semi-Annual Review None None

Maintenance and Support Policy: The Maintenance and Support policy is as follows:




EXHIBIT B
AVAILABILITY AND SECURITY

The terms set forth in this Exhibit B apply only if End User has purchased access to the online software-as-a-service (“SaaS”) version of the Software, as indicated on the Order Form.

AVAILABILITY.


“Exclusions” means any outage that results from any of the following:

b. End User's information content or application programming, or the acts or omissions of End User or its agents, including, without limitation, the following:
5. End User’s failure to upgrade the Agents to keep the Agent versions within six (6) months of the Controller version; or
6. End User’s implementation of configuration changes in the number of key objects in the Software (including metrics, snapshots, nodes, events and business transactions) that results in, or is likely to result in, an adverse impact on other customers.



e. Any window of time when End User agrees that Software availability/unavailability will not be monitored or counted.


g. End User’s or any third party’s use of the Software in an unauthorized or unlawful manner.

Remedies for Excessive Downtime:


“System Availability” is measured by the following formula: (n - y) *100 / n
(2) Specifically excluded from “n and “y” in this calculation are the Exclusions.

SECURITY INFORMATION.

Certifications

Secure Connections

Access Controls to Data
Access to collected data and data collection features is restricted to authenticated customer users by role-based access controls (RBAC). In addition, customer users do not have native access to run queries on the Controller’s MySQL database.

Availability

Security

Sensitive Data

More Information
