SmartDeploy Software License and Services Agreement

THIS IS A LEGAL DOCUMENT — PLEASE READ AND RETAIN FOR YOUR RECORDS

This SmartDeploy Enterprise Software License and Services Agreement (the “Agreement”) is made effective as of the date you accept the Agreement electronically and install the Software (“Effective Date”), between you (“Customer”) and Prowess Consulting, LLC doing business as SmartDeploy USA (“SmartDeploy”), each a “Party” and collectively, the “Parties.”

WHEREAS, SmartDeploy licenses certain Windows desktop management software (the “Software”) and provides related services to customers, and Customer wishes to license SmartDeploy’s software and obtain related services from SmartDeploy, as more detailed in one or more Quotes SmartDeploy may provide to you.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises and agreements set forth herein, the receipt and sufficiency of which is hereby acknowledged, the Parties, each intending to be legally bound hereby, do promise and agree as follows:

1. DEFINITIONS
“Administrative Tools” includes but is not limited to the SmartDeploy Console, Build Wizard, Capture Wizard, Media Wizard, Platform Manager, Upload Cloud Package, Create Answer File, Create Media, Generate Client Setup Package, SmartDeploy Command Prompt, and other such tools that are added to the Software from time to time.
“Deployment Package(s)” consists of one or more of the following SmartDeploy-created deployment media, images, Device driver packages (“Platform Packs”), applications, or any other media created with the Administrative Tools.
“Device” means a virtual or physical single computer, server, or other device on which Customer installs a Deployment Package or the Administrative Tools.
“Perpetual License” means a perpetual, nonexclusive, nontransferable right to install and use the Software, specifically, the SmartDeploy imaging capability, for the total number of devices specified in a Quote. There is no limitation on reimaging within the total number of specified devices.
“Per-Use License” means a limited, nonexclusive, nontransferable right for a one-time use of imaging or reimaging functionality of the Software; each reimaging of the same device constitutes an additional use of the Software that must be specifically licensed as provided in the Quote.
“Subscription Services” means one or more features or hosted services providing Customer with the specific functions identified in the Quote.
“Support Services” means the Software support provided to Customer described in Exhibit B, as further identified in a Quote with respect to the applicable support tier.
“System Data” means all data, content, and information that is deidentified or aggregate administrative data, statistical and demographical data, and operational information and data generated by Customer’s use of the Software. The Systems Data will not include any personal data or any personally identifiable information and will not identify Customer in any manner as the source of the System Data.
“Target Computer” means a virtual or physical single computer, server, or other Device on which a Deployment Package will be used.
“Technician Computer” means a single computer, server, or other Device on which the Administrative Tools may be installed.

2. SOFTWARE LICENSE AND SERVICES
(a) License Grant. Subject to Customer’s compliance with the terms and conditions set forth in this Agreement, SmartDeploy hereby grants Customer a Perpetual License, a Per-Use License, or access to Subscription Services, as specified in the Quote. With respect to Customers with either a Perpetual License or a Per-Use License:

i) Using a valid user name and password, Customer may install the Software on Technician Computers to execute administrative tasks for the creation or modification of Deployment Packages intended for Target Computers. Examples of administrative tasks are creating or modifying deployment media, images, or Device driver packages.

ii) A Target Computer license is required for each machine on which a Deployment Package is used. The total number of Target Computers on which Customer uses Deployment Packages may not exceed the quantity of licenses purchased.

(b) Server Use. A server may be used as a Technician Computer, a Target Computer, to store Deployment Packages, or as a backup for the Software. Other network use is prohibited by any user not licensed to use the Software through a valid license from SmartDeploy.

(c) System Data Collection and Use. SmartDeploy may collect, retain, disclose, and use System Data. SmartDeploy uses this System Data to enable, provide, optimize, and improve the Software and support (including but not limited to Support Services) to its customers. All System Data is owned exclusively by SmartDeploy.

(d) Backup and Archival Copies. Perpetual License and Per-Use License Customers may make backup and archival copies of the Software, provided that all such copies shall bear the original and unmodified copyright, patent, and other intellectual property markings that appear on or in the Software. Customer may not transfer the rights to a backup or archival copy.

(e) Full Version. Customer may not relicense, reproduce, or distribute a full version or other copy of the Software, in whole or part, except with the express written permission of SmartDeploy.

(f) Title. The Software is licensed and not sold. Title to the Software is not transferred to Customer. Ownership of all copies of the Software and of copies made by Customer is vested in SmartDeploy, subject to the rights of use granted to Customer in this Agreement.

(g) Reverse Engineering. Customer may not reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, underlying ideas, underlying user interface techniques, or algorithms of the Software by any means whatsoever, directly or indirectly, or disclose any of the foregoing.

(h) Other Restrictions. Customer may not loan, rent, lease, sublicense, distribute, or transfer all or any portion of the Software to third parties (which shall, for the avoidance of doubt, exclude affiliates of Customer), including through or in connection with any time-sharing, service bureau, software as a service, cloud, or other technology or service, except for the limited right to transfer all the Software to a successor entity as set forth in Section 6 below. Customer may not copy the Software except for backup and archival purposes as expressly set forth above. Customer may not modify, adapt, or translate the Software. Customer may not, directly or indirectly, encumber or suffer to exist any lien or security interest on the Software; knowingly take any action that would cause the Software to be placed in the public domain; or use the Software in any computer environment not specified in this Agreement. Customer may not in any way create, make available, or distribute, either directly or indirectly, any application that would enable others to utilize the tools and features available only to licensed users of the Software or that would otherwise circumvent the need for any third party to purchase a valid license(s). Customer will comply with applicable law and SmartDeploy’s instructions regarding the use of the Software. The Software is not intended for use in environments where the failure of the Software could lead to death, personal injury, or severe physical or environmental damage and shall not be used in such environments. Customer is further responsible for the accuracy, quality, and legality of any electronic data, content, and information submitted by Customer in connection with Customer’s use of the Software or characterizing Customer’s business and the means by which Customer acquired such data.

(j) SmartDeploy will only provide Customer with the Support Services specified in Exhibit B, attached, as further specified in one or more Quotes with respect to the applicable support tier. By accepting the Quote, you acknowledge acceptance and compliance of the policies specified in Exhibit B. Please note that a failure to obtain Support Services, or cessation of Support Services, will result in the consequences noted in Exhibit B.

3. PLATFORM PACKS
(a) In connection with Customer’s use of the Software, SmartDeploy may make available through its Administrative Tools or through other means certain Platform Packs. The Platform Packs are provided by SmartDeploy as a service to help Customer achieve hardware independence faster and easier and are intended to be used only with the Software. These Platform Packs are templates that can be further customized through the Software and can be used as a reference when creating Customer’s own Platform Packs. All intellectual property rights relating to the device drivers that are included in the Platform Packs are owned by third parties, and SmartDeploy expressly does not provide Customer with any license or other rights in or to the device drivers. Customer is solely responsible for obtaining all licenses that may be required in connection with Customer’s intended use of the device drivers and for complying with the terms of those licenses. By downloading or obtaining any Platform Packs from SmartDeploy, Customer represents, warrants, and certifies to SmartDeploy that Customer owns the specific computer devices/models for which Customer is downloading the Platform Packs, that Customer has already separately and properly obtained the applicable device drivers and all licenses that are required in connection with Customer’s intended use of those device drivers, and that Customer is in compliance with the terms of those licenses.

(b) Although SmartDeploy makes commercially reasonable efforts to test and control the quality of Platform Packs, it cannot guarantee the functionality of the Platform Packs or their contents. SmartDeploy also has no control over the quality of any third-party product, including, without limitation, any device drivers. ACCORDINGLY, THE PLATFORM PACKS AND THE DEVICE DRIVERS INCLUDED THEREIN ARE PROVIDED “AS IS” AND WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, AND SMARTDEPLOY HEREBY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES RELATING THERETO, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, PERFORMANCE, ACCURACY, RELIABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

4. INTELLECTUAL PROPERTY RIGHTS
Customer acknowledges that the Software and any copies that Customer is authorized by SmartDeploy to make are the intellectual property of and are owned by SmartDeploy and its suppliers. The structure, organization and code of the Software are the valuable trade secrets and confidential information of SmartDeploy and its suppliers, and Customer agrees not to disclose such structure, organization and code for any purpose other than as approved by SmartDeploy in writing or otherwise disclose such structure, organization and code to third parties, provided however that for the avoidance of doubt, this provision shall not prohibit Customer from allowing individuals that are part of its non-employed workforce of Customer from accessing and using the software to image Customer computers on behalf of Customer. The Software is protected by copyright, including without limitation by United States copyright law, international treaty provisions and applicable laws in the country in which it is being used. Customer acknowledges that SmartDeploy retains the ownership of all patents, copyrights, trade secrets, trademarks and other intellectual property rights pertaining to the Software. Customer will take no actions which adversely affect SmartDeploy’s intellectual property rights in the Software. SMARTDEPLOY and SMARTDEPLOY ENTERPRISE are trademarks of SmartDeploy. All other trademarks are the trademarks of their respective owners. Except as expressly stated above, this Agreement does not grant Customer any intellectual property rights in the Software or any other intellectual property of SmartDeploy. If Customer provides any feedback, suggestions or comments to SmartDeploy regarding the Software (“Feedback”), SmartDeploy will own all right, title, and interest in and to the Feedback. SmartDeploy will be entitled to use the Feedback without restriction, without compensation to Customer and without Customer’s prior approval. Customer hereby irrevocably assigns to SmartDeploy all right, title, and interest in and to the Feedback and agrees to provide SmartDeploy (at SmartDeploy’s expense) any assistance SmartDeploy may require to document, perfect, and maintain its rights in the Feedback.

5. PAYMENTS
Customer will pay all fees specified in any Quote or similar documentation under which Customer acquired Customer’s license rights in the Software and to receive Subscription Services and Support Services, in each case, pursuant to the terms thereof. Except as otherwise specified herein or in a Quote: (a) fees are based on the license rights and support services purchased and not actual usage; (b) payment obligations are noncancelable and fees paid are nonrefundable; and (c) quantities purchased cannot be decreased during the relevant contract period.

6. LIMITED TRANSFER RIGHTS FOR SOFTWARE
Notwithstanding the generally non-transferable license grant above, in the event of a sale of all of Customer’s assets or a merger of Customer into another legal entity, Customer may transfer all of Customer’s rights to use the Software to the successor legal entity provided that: (a) Customer also transfers each of this Agreement, the Software and all other software or hardware bundled or pre-installed with the Software, including all copies, updates and prior versions, and all copies of font software converted into other formats, to such person or entity; (b) Customer retains no copies, including backups and copies stored on a computer; (c) the successor party is legally entitled to use the Software and is not a direct and material competitor of SmartDeploy; and (d) the successor party accepts the terms and conditions of this Agreement and any other terms and conditions upon which Customer legally purchased a license to the Software. Notwithstanding the foregoing, Customer may not transfer education, pre-release, or not-for-resale copies of the Software. Customer may not transfer or assign the Software and/or this Agreement to another person or legal entity other than as authorized by this Section 6 and Customer acknowledges and agrees that any such unauthorized transfer or assignment shall be null and void.

7. PRE-RELEASE PRODUCT ADDITIONAL TERMS
If the Software Customer has received with this license is pre-commercial release or beta Software (“Pre-release Software”), then this Section applies. To the extent that any provision in this Section is in conflict with any other term or condition in this Agreement, this Section shall supersede such other term(s) and condition(s) with respect to the Pre-release Software, but only to the extent necessary to resolve the conflict. Customer acknowledges that the Software is a pre-release version, does not represent a final product from SmartDeploy, and may contain bugs, errors and other problems that could cause system or other failures and data loss. CONSEQUENTLY, THE PRE-RELEASE SOFTWARE IS PROVIDED TO CUSTOMER “AS-IS” AND WITH ALL FAULTS, AND SMARTDEPLOY EXPRESSLY DISCLAIMS ANY WARRANTY OR LIABILITY OBLIGATIONS TO CUSTOMER OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY. WHERE LEGALLY LIABILITY CANNOT BE EXCLUDED FOR PRE-RELEASE SOFTWARE, BUT IT MAY BE LIMITED, SMARTDEPLOY’S TOTAL LIABILITY TO CUSTOMER OR TO ANY THIRD PARTY UNDER THIS AGREEMENT (AND THAT OF ITS SUPPLIERS) SHALL BE LIMITED TO THE SUM OF FIFTY DOLLARS (U.S. $50) IN TOTAL. Customer acknowledges that SmartDeploy has not promised or guaranteed to Customer that Pre-release Software will be announced or made available to anyone in the future, that SmartDeploy has no express or implied obligation to Customer to announce or introduce the Pre-release Software and that SmartDeploy may not introduce a product similar to or compatible with the Pre-release Software. Accordingly, Customer acknowledges that any research or development that Customer performs regarding the Pre-release Software or any product associated with the Pre-release Software is done entirely at Customer’s own risk. If Customer has been provided the Pre-release Software pursuant to a separate written agreement, Customer’s use of the Software is governed by such agreement. Customer may not sublicense, lease, loan, rent, distribute or otherwise transfer the Pre-release Software. Upon receipt of a later unreleased version of the Pre-release Software or release by SmartDeploy of a publicly released commercial version of the Software, whether as a stand-alone product or as part of a larger product, Customer agrees to return or destroy all earlier Pre-release Software received from SmartDeploy and to abide by the terms of the license agreement for any such later versions of the Pre-release Software.

8. WARRANTY AND LIMITATION OF LIABILITY
(a) Limited Performance Warranty & Remedies.

(i) SmartDeploy warrants that: (i) the Software will perform substantially in accordance with the SmartDeploy User’s Guide for the Software for a period of one-hundred and eighty (180) days from the date of receipt; and (ii) any Support Services provided by SmartDeploy shall be performed in an expert professional and workmanlike manner consistent with performance standards for leading companies in the industry and in accordance with the requirements set forth in the Quote, and SmartDeploy support engineers will make commercially reasonable efforts to solve any problem issues. Some states and jurisdictions do not allow limitations on duration of a warranty, so the above limitation may not apply to Customer.

(ii) Customer Remedies for Performance Warranty. SmartDeploy’s and its suppliers’ entire liability and Customer’s exclusive remedy for the warranties provided in (i) above, shall be, at SmartDeploy’s option, either: (i) return of the price paid, if any; or (ii) repair or replacement of the Software that does not meet SmartDeploy’s Limited Warranty and which is returned to SmartDeploy with a copy of Customer’s receipt. This Limited Warranty is void if the failure of the Software has resulted from accident, misuse, unauthorized use, abuse or misapplication of the Software, including without limitation, any alteration or modification to the Software, from the operating environment in which the Software is being used, or from any defect in or failure of any third party software or hardware not supplied by SmartDeploy.

(b) Additional Warranties.

(i) SmartDeploy will comply with, and the software and services will comply and be performed in accordance with, all applicable federal, state and local laws, rules and regulations, (ii) the Software and services (including without limitation any software or other content, element or portion thereof) will not infringe upon, misappropriate or otherwise violate any patent, copyright, trademark, trade secret or other proprietary right of any third party; (iii) the Software and the services will not contain any viruses, worms or other malicious computer programming codes intended to damage Customer’s system or data .

(c) No Other Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SMARTDEPLOY AND ITS SUPPLIERS DO NOT MAKE AND HEREBY EXPRESSLY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, INFORMATIONAL CONTENT OR ACCURACY, OR QUIET ENJOYMENT, WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THIS LIMITED WARRANTY GIVES CUSTOMER SPECIFIC LEGAL RIGHTS. CUSTOMER MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.

(d) Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EACH PARTY OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION,), AND IN THE CASE OF SMARTDEPLOY SUCH LIABILITY EXCLUSIONS SHALL BE ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, EACH PARTY’S ENTIRE LIABILITY TO THE OTHER UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO AN AMOUNT EQUAL TO TWO (2) TIMES THE TOTAL FEES PAYABLE BY CUSTOMER TO SMARTDEPLOY DURING THE TERM OF THE AGREEMENT. Because some states and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply. The foregoing limitation on liability shall not apply to (i) damage to property; (ii) intentional misconduct or gross negligence; AND (iii) indemnification obligations.

(e) Infringement Claims. SmartDeploy will indemnify and hold Customer harmless and will defend or settle any third party claim, suit or proceeding brought against Customer that is based upon a claim that the content contained in the Software infringes a third party’s copyright or violates an intellectual or proprietary right protected by United States law (“Claim”), but only to the extent the Claim arises directly out of the use of the Software. For purposes of clarity, SmartDeploy will have no obligation to indemnify, hold harmless, or defend Customer in connection any Claim to the extent such Claim would not have been brought but for the misuse, unauthorized use, abuse or misapplication by Customer of the Software, including without limitation, any alteration or modification to the Software, or from the unapproved use or combination of the Software with any third party software or hardware. Customer must promptly notify SmartDeploy in writing of any Claim, and Customer shall provide to SmartDeploy (at SmartDeploy’s cost with reasonable assistance and cooperation as SmartDeploy may request from time to time in connection with the defense of the Claim. SmartDeploy shall have sole control over any Claim (including, without limitation, the selection of counsel and the right to settle on Customer’s behalf, provided that such settlement does not admit or apportion any fault to Customer, in which case, Customer must provide prior written consent to such settlement). Customer may, at Customer’s sole cost, retain separate counsel and participate in the defense or settlement negotiations. SmartDeploy shall pay actual damages and costs awarded against Customer (or payable by Customer pursuant to a settlement agreement) in connection with a Claim. If the Software or its use becomes the subject of a Claim or its use is enjoined, or if in the opinion of SmartDeploy’s legal counsel the Software is likely to become the subject of a Claim, SmartDeploy shall attempt to resolve the Claim by using commercially reasonable efforts to modify the Software (provided that the Software’s functionality is not substantially changed) or obtain a license to continue using the Software. If in the opinion of SmartDeploy’s legal counsel the Claim, the injunction or potential Claim cannot be resolved through reasonable modification or licensing, SmartDeploy, at its own election, may terminate this Agreement without penalty, and will refund to Customer (i) license fees paid by Customer and (ii) a pro rata amount of any paid but unused services fees paid in advance by Customer to SmartDeploy for the use of the Software.

9. TERM AND TERMINATION
This Agreement shall commence as of the Effective Date, and shall continue for the period for which Customer have purchased Support Services, unless earlier terminated as set forth in this Section; provided, however, that termination of this Agreement shall not affect Customer’s perpetual license to use the Software granted in Section 2 of this Agreement. If you did not purchase a license and are using the Software on a trial or other promotional basis, your rights to use the Software shall expire as of the expiration of such trial or promotion, unless earlier terminated as set forth in this Section. This Agreement may be terminated: (a) for convenience, by Customer’s giving SmartDeploy written notice of termination; (b) if SmartDeploy commits a breach of this Agreement, by Customer’s giving SmartDeploy written notice of termination and SmartDeploy fails to cure such breach within thirty (30) days after notice or (c) by SmartDeploy, at its option, giving Customer written notice of termination: (i) if Customer commits a breach of this Agreement and fail to cure such breach within thirty (30) days after notice from SmartDeploy; or (ii) if Customer cease to conduct business in the ordinary course or otherwise become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Upon any termination of this Agreement by SmartDeploy for cause or termination of by Customer for any reason, but not upon expiration, Customer must cease all use of the Software and destroy all copies then in Customer’s possession or control.  Upon termination of this Agreement by Customer for cause, SmartDeploy shall refund Customer for any paid but unused services fees.

10. AUDIT RIGHTS
SmartDeploy may retain administrative access to Customer’s account through the SmartDeploy Licensing Portal for purposes of auditing Customer’s compliance with the terms of this Agreement, including without limitation, Customer’s usage of the Software. SmartDeploy and/or its designees, at its sole expense, shall have the right, upon at least thirty (30) days prior notice to Customer, and no more than once per year, to audit and inspect Customer’s records for purposes of determining Customer’s compliance with this Agreement. Customer agrees to cooperate with SmartDeploy in connection with any such audit. If as a result of any audit conducted pursuant to this Section 10, SmartDeploy learns that the number of Target Computers deployed with Deployment Packages exceeds the total license count purchased by 10%, Customer will reimburse SmartDeploy for its actual out-of-pocket expenses in connection with the audit. In the event the number of Target Computers deployed with Deployment Packages exceeds the total license count purchased, Customer will be invoiced at the rates set forth in the Quote under the heading “Licensing Agreement” for the Support Services and licensing cost associated with the excess quantity of deployed Target Computers.

11. GENERAL PROVISIONS
This Agreement shall be governed by the laws of the State of Washington, USA, excluding its conflicts of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. This Agreement contains the entire agreement and understanding of the Parties with respect to the subject matter hereof, and supersedes all prior written and oral understandings of the Parties with respect to the subject matter hereof. Any notice or other communication given under this Agreement shall be in writing and shall have been properly given by either of us to the other if sent by certified or registered mail, return receipt requested, or by overnight courier to the address shown in the signature blocks below, or such other address as the Parties may designate by notice given in the manner set forth above. This Agreement will bind and inure to the benefit of the Parties and their respective heirs, personal and legal representatives, affiliates, successors and permitted assigns. The failure of either Party at any time to require performance of any provision hereof shall in no manner affect such Party’s right at a later time to enforce the same or any other term of this Agreement. This Agreement may be amended only by a document in writing signed by both of us. In the event of a breach or threatened breach of this Agreement by either Party, the other shall have all applicable equitable as well as legal remedies. The Software and its related documentation may not be exported or re-exported in violation of the U.S. Export Administration Act and its implementing regulations or the laws of the jurisdiction in which the Software was obtained. Each Party is duly authorized and empowered to enter into and perform this Agreement. If, for any reason, any provision of this Agreement is held invalid or otherwise unenforceable, such invalidity or unenforceability shall not affect the remainder of this Agreement, and this Agreement shall continue in full force and effect to the fullest extent allowed by law. The Parties knowingly and expressly consent to the foregoing terms and conditions.

Exhibit A

Platform Pack Support Agreement

Platform Packs are created and modified by SmartDeploy for customers with a valid support agreement. Fees for the creation of new Platform Packs will vary depending on the make and model of computer as well as the support agreement level. Service levels and fees are based on creation complexity and impact to customers.

Requests to create new or modify existing Platform Packs are treated as support tickets and subject to the rest of the terms of the support agreement. Standard turnaround time for Platform Pack requests is 5-10 business days. Office hours are Monday through Friday 8AM to 5PM PT. Platform Pack requests can be submitted on the Support section of www.smartdeploy.com.

Supported customers have full access to the existing library of over 1,000 Platform Packs. Platform Pack modification requests count as a support ticket and will follow standard turnaround time. While using the SmartDeploy trial in a pre-sales engagement, users should choose Platform Packs from the existing library.

See www.smartdeploy.com for fees associated with the creation of new Platform Packs for supported SmartDeploy customers.

Licensing Agreement

Please be sure the number of licenses you are purchasing is in compliance with the licensing agreement.

A target machine license is required for each machine on which a SmartDeploy deployment package is used. The total number of target machines on which you use SmartDeploy-created deployment packages may not exceed the quantity of machine licenses purchased. For every machine over the number of licenses you purchase you will be billed $50 per machine after 30 days of non-compliance.

You may install SmartDeploy on technician computers to execute administrative tasks for the creation or modification of deployment packages intended for target machines. Examples of administrative tasks are creating or modifying deployment media, images, application packages or device driver packages.

Reallocating Licenses from Decommissioned Target Computers

If you manage a Device with SmartDeploy (a Target Computer), it must have a license. When a Device reaches its end-of-life and it is no longer possible for you to use SmartDeploy to manage the Device, it may be eligible for “Decommissioning”. Decommissioning is a benefit for customers with an active Subscription Services agreement. When a Target Computer has reached end of life (which happens when the Device is sent back to the manufacturer, donated to an outside organization, retired, recycled or destroyed) then, the SmartDeploy license can be Reallocated to another Device through the SmartDeploy Administrative Tools as a benefit of an active Subscription Services agreement.

The following policies apply to Reallocating licenses from Decommissioned Target Computers:

  • Occasionally, you may mistakenly Decommission Target Computers when they can still be managed by your SmartDeploy account. However, to limit abuse of the Decommissioning benefit those Target Computers appear with a “Recommissioned” status and use a SmartDeploy license. SmartDeploy includes Recommissioned Target Computers in your total license count and they cannot be Decommissioned again.
  • If you Recommission 5% of active licenses you no longer qualify for the Decommissioning benefit.
  • Decommissioning is not available for per-use licenses.

To Decommission a Target Computer sign in to your account at www.smartdeploy.com and follow the on-screen instructions.

Return Policy

The SmartDeploy trial is fully-functioning and users should completely evaluate the software before making a purchase.
Within 30 days: If the product does not function correctly in a supported way, we will provide a full refund.
After 30 days: If the product does not function correctly in a supported way, we will refund the remaining amount of the support agreement.

Exhibit B

Services and Support Subscription Options and Terms

The following applies for a perpetual license

Customer may choose from one of the following three support tiers (Basic, Essential or Premium) for a Services and Support Subscription, as specified in the Quote.

A Customer will receive the following Support Services as part of any support tier

  • Unlimited deployment to licensed machines
  • Unlimited Platform Pack library access, ability to download as many unique Platform Packs as number of license quantity purchased
  • Unlimited creation and use of custom images
  • Unlimited creation of USB boot and deployment media
  • Centralized console and user interface with simple step-by-step wizards
  • Centralized image management
  • Built-in imaging best practices
  • No dedicated infrastructure required
  • Major and minor version upgrades
  • Ability to re-allocate licenses
  • Access to all features available for SmartDeploy including, but not limited to:
    • Imaging over the internet
    • Discrete driver updates
    • Reporting
    • Application Deployment

Note: Without Support Services, SmartDeploy with perpetual licensing will function in a limited capacity.

Without support, a Customer cannot:

  • Access any new product versions
  • Download or request any new or updated Platform Packs
  • Contact the SmartDeploy Support Team for product assistance
  • Use any of the cloud service features, including but not limited to:
    • Imaging devices over the internet
    • Pushing discrete device drivers to devices
    • Pushing discrete applications to devices
  • Push discrete driver updates
  • Push discrete applications
  • Receive reporting
  • Re-allocate licenses
  • Receive reporting on product usage

Without support a customer can:

  • Access and use the centralized console
  • Deploy images to licensed machines
  • Use previously downloaded Platform Packs
  • Use or create images and deployment media
The following applies for a per-use license

Customer may choose from one of the following three support tiers (Basic, Essential or Premium) for a Services and Support Subscription, as specified in the Quote.

A Customer will receive the following Support Services as part of any support tier

  • Each deployment uses a license
  • Unlimited Platform Pack library access, ability to download as many unique
  • Platform Packs as number of license quantity purchased
  • Unlimited creation and use of custom images
  • Unlimited creation of USB boot and deployment media
  • Centralized console and user interface with simple step-by-step wizards
  • Centralized image management
  • Built-in imaging best practices
  • No dedicated infrastructure required
  • Major and minor version upgrades

Note: Without Support Services, SmartDeploy with per-use licensing will function in a limited capacity.

Without support, a Customer cannot:

  • Access any new product versions
  • Download or request any new or updated Platform Packs
  • Contact the SmartDeploy Support Team for product assistance
  • Use any of the cloud service features

Without support a customer can:

  • Access and use the centralized console
  • Deploy images to machines to use any remaining licenses
  • Use previously downloaded Platform Packs
  • Use or create images and deployment media

 

Additional Services and Support Subscription Features

Support tiers are as follows and apply to both perpetual and per-use licensing models

Basic Support Subscription

  • Email support
  • 1 ticket/month
  • 12 hour response time
    • Business hours are Monday – Friday, 8AM-5PM PST
    • Major business holidays are observed
  • Optional training & consulting $300 per hour
  • New Platform Pack creation
    • Tier 1: included
    • Tier 2: $300 per OS per device
    • Tier 3: $600 per OS per device

Essential Support Subscription

  • Phone support
  • Email support
  • 5 tickets/month
  • 8 hour response time
    • Business hours are Monday – Friday, 8AM-5PM PST
    • Major business holidays are observed
  • Optional training & consulting $250 per hour
  • New Platform Pack creation
    • Tier 1: included
    • Tier 2: $150 per OS per device
    • Tier 3: $350 per OS per device

Premium Support Subscription

  • Phone support
  • Email support
  • 10 tickets/month
  • 4 hour response time
    • Business hours are Monday – Friday, 8AM-5PM PST
    • Major business holidays are observed
  • Optional training & consulting $200 per hour
  • New Platform Pack creation
    • Tier 1: included
    • Tier 2: included
    • Tier 3: $200 per OS per device

Platform Pack Tier definitions

Tier 1

  • Dell: Latitude, OptiPlex, Precision, and XPS models
  • HP: Elite, Pro, and Workstation models
  • Lenovo: Think models
  • Microsoft: Surface models

Tier 2

  • Dell: All other models
  • HP: All other models
  • Lenovo: All other models
  • Intel: Compute Stick, NUC

Tier 3

  • Acer
  • Fujitsu
  • Getac
  • Samsung
  • Sony
  • Toshiba
  • Panasonic

Additional information for Platform Pack creation:

  • 5-10 business day turnaround for new Platform Pack creation and or updates to an existing Platform Pack.
  • No charge for updates to existing Platform Packs.
  • A Platform Pack creation or update request counts as a support ticket.
  • A support ticket must be submitted for the SmartDeploy team to create or update a Platform Pack.