15-012.00 Fiberlink Communications 15-012
FIBERLINK COMMUNICATIONS CORPORATION
Order#2
SECTION 1 (REQUIRED):
Customer:City of Spokane Valley,WA
Payment Terms:30 days from date of invoice
®OPTION I:Renewal Term:
Customer commits at this time to renewing for a subsequent Renewal Term of 12 months.Unless additional Entitlements are added below,Customer
shall be invoiced according to its contracted Entitlement Quantity,or actual Entitlement Quantity due to Additional Usage,whichever is higher.
0 OPTION 2: Additional Entitlements -Increase Entitlement Quantity upon this Order Effective Date; such Entitlements shall be coterminous
with the current Order#1 Term. If this option is selected, the first annual payment under this Order shall be prorated accordingly, based on the
number of months remaining in the then current Term. These Entitlements shall be in addition to Customer's contracted Entitlement Quantity,or
actual Entitlement Quantity due to Additional Usage,whichever is higher.
® OPTION 3: Total Entitlement Quantity—If Section 3 indicates a Total Entitlement Quantity, such quantity reflects Customer's total as of
1/1/2015. Any Additional Usage incurred,or Entitlements added via subsequent Order,after such date will be invoiced in accordance with the terms
set forth herein.
SECTION 2(APPLICABLE ONLY IF OPTION 2 IS SELECTED ABOVE):
Additional Fee per Total Additional
Cloud Services Entitlement Entitlement per Billing Frequency
Quantity
Month Monthly Fees
MDM
$ $ Annual
LTM
$ $ Annual
Additional Total
Third Party Products License Fee per License Additional Billing Frequency
Quantity License Fees
$ $
SECTION 3:TOTAL ENTITLEMENT QUANTITY
Entitlement Fee per
Cloud Services Entitlement per Total Monthly Fees Billing Frequency
Quantity Month
MDM
MaaS360 Mobile Device Management(MDM) 30 $4.82 $144.60 Annual
LTM
$ $ Annual
The Cloud Services Description is posted at https://portal.fiberlink.com/prodDesc/0 and may be updated by Fiberlink from time to time,with or without
notice to Customer.
The Unit for the Entitlement Quantity above is per Device.
Note: Entitlements shall renew at the Fee per Entitlement per Month indicated on each Order Form,unless otherwise agreed in writing. Pricing is
inclusive of standard maintenance and support fees including customer service.
Pricing is valid through:
Is a Purchase Order Required:OYES,# ;or❑NO
Fiberlink Sales Representative:Mary Kate Phelan
Fiberlink Billing Information: Customer Contact Information: Customer Billing Information
(if different than Contact)
Fiberlink Communications Corp. City of Spokane Valley,WA
Attn:Billing Supervisor Greg Bingaman
1787 Sentry Parkway West 11707 East Sprague Ave,Suite 106
Building 18,Suite 200 Spokane Valley,WA 99206
Blue Bell,PA 19422
P: 1-800-546-5669/215-664-1600 P:509-720-5050 P:
F:215-664-1601 F: F:
E:billing@fiberlink.com E:bing@spokanevalley.org spokanevalley.org E:
BY SIGNING BELOW,Customer represents that he or she is an authorized representative of the company for purposes of purchasing the Cloud
Services. Customer has agreed to,and hereby reaffirms its agreement with,the terms and conditions of the Fiberlink Cloud Services Agreement
("Agreement")found at https://portal.fiberlink.com/eula?channelName=fiberlink-smb&serviceKey=SK MDM C(which may be updated by Fiberlink
from time to time,with or without notice to Customer)and supplemental terms which are attached to and made part of this Order. This Order shall be
binding on Customer upon signature and binding on Fiberlink upon invoicing. The date signed by the Customer below,shall be the Order Effective
Date. In the event of a conflict between this Order and any previously executed Order,the terms of this Order shall be controlling.
CUSTOME / /
Signature:
Name: I40 'rrf
Title: i'�i‘{fir! .
Date:
Page 1 of 2
Version 2014.2
SUPPLEMENTAL TERMS AND CONDITIONS
Billing Options. The selected billing option will be valid for the length of the Term as specified in the Order. The amount
payable per billing cycle will be based on the Fee per Entitlement and number of billing cycles in a year plus any Additional
Usage charges.All invoices will be delivered by Fiberlink via an e-mail notifying Your designee that Your invoice has been
posted to a secure web-based portal. You will pay all invoices without any right of set-off or deduction. You must notify Fiberlink
in writing,within fifteen (15) days of receipt of an invoice, of any good faith dispute concerning the amounts due herein. Such
notice must be addressed to the Finance Department at billing@fiberlink.com and must include a detailed,written statement
identifying the facts related to the dispute,the disputed amount and the suggested resolution by You. Unless otherwise stated,
all invoicing and payments shall be in U.S. dollars. If paying by check, please make the check payable to Fiberlink
Communications Corp and send to Dept. 3102, PO Box 123012, Dallas, TX 75312-3012,Attn: Fiberlink Communications Corp.
Cloud Services Management and Additional Usage. You receive Entitlements to use the Cloud Services in the quantity and
Unit type designated in the Order. Where an Order specifies a quantity of Entitlements, (i)the Cloud Services may be accessed
by no more Units than the specified number of Entitlements; (ii) Entitlements cannot be shared or used by more than one Unit,
but may be reassigned to a new Unit which replaces the former Unit as long as such former Device(s) no longer connects to the
Cloud Services; (iii)any added Entitlements shall terminate on the same date as the initially-purchased Entitlements; and (iv)for
billing purposes, Your total Entitlement quantity is determined by the number of Devices that connect to the Cloud Services. In
the event that the number of Units connecting to the Cloud Services exceeds the Entitlement("Additional Usage"),You will be
billed for such Additional Usage for the remainder of the then current Initial or Renewal Term on a pro-rated basis, and fully for
any Renewal Terms, in accordance with the Fees listed herein if: (a) the Additional Usage exceeds the Entitlement by 5%or
more; or(b)the Additional Usage exceeds the Entitlement by less than 5%but such Additional Usage has existed for four(4)
consecutive months or more. For the avoidance of doubt, once either(a)or(b)occurs,You shall be invoiced for such Additional
Usage including, in (a)the first 5% of Additional Usage, and in (b)the four(4) months. The Additional Usage shall be added to
the Entitlement and shall become Your new Entitlement.
Fees. Fiberlink will invoice You and You will pay the fees set forth on all Order Documents hereunder("Fees"). Except as
otherwise specified herein, (i)all Fees shall be paid annually and in advance, including those for Professional Services; (ii) Fees
are based on the number of Entitlements purchased and not actual usage, unless You incur Additional Usage; (iii) payment
obligations are non-cancelable and Fees paid are non-refundable; (iv)the number of Entitlements purchased cannot be
decreased during the then current Term. All Fees are invoiced for full monthly periods. Any Fees for Entitlements added in the
middle of a monthly period will be charged for that full monthly period and the monthly periods remaining in the Term. Any
purchase order issued hereunder will be for informational purposes only and will not alter the terms of the Agreement. You may
increase Your Entitlements for the Cloud Services by executing a supplemental Order, or by incurring Additional Usage. For
purposes of this Agreement, all Orders shall be collectively referred to as"Order."
Taxes; Late Payments. The Fees are exclusive of all local, state,federal and foreign taxes, levies, or duties of any nature
("Taxes"), and You are responsible for payment of all Taxes, excluding only United States taxes based on Fiberlink's net income.
If Fiberlink has the legal obligation to pay or collect Taxes for which You are responsible pursuant to this Section, the appropriate
amount shall be invoiced to and paid by You unless You provide Fiberlink with a valid tax exemption certificate authorized by the
appropriate taxing authority. Interest at the rate of two percent(2%) per month or, if lower, the maximum rate permitted by
applicable law, shall accrue on any undisputed amount not paid by You to Fiberlink when due under this Agreement, and shall
be payable by You to Fiberlink on demand.
Ramped Deployment. If Your Order includes a ramped deployment, such ramp shall only be applicable for the Initial Term.
Your total committed Entitlements for any Renewal Term(s), if applicable, shall be the greater of either(i)Your Entitlements at
the last stage of the ramped deployment, or(ii)the Entitlements at the end of the most recent Initial or Renewal Term (including
Additional Usage).
Term. The Term set forth in the Order shall begin on the Order Effective Date and shall run for the designated period unless
otherwise terminated in accordance with the Agreement("Initial Term"). Thereafter, unless otherwise agreed, in writing, by the
parties,the Agreement shall automatically expire.The Initial Term and all Renewal Terms, if applicable,will be collectively
referred to as the"Term." Neither party has any other right to terminate the Agreement nor Order, other than those rights-
expressly set forth herein. Fiberlink reserves the right, without any liability, to shut off the Cloud Services, and terminate Your
account, upon the effective date of termination.
Service Description.The Fiberlink Cloud Service and Support Description for the Cloud Services listed herein is posted at
http://www.maas360.com/I/Fiberlink SD 2014 04 09.pdf.
CUSTOMER INITIAL
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Cloud Services Descriptions
If included in Your Agreement, "Licensed Services"may be referred to as Cloud Services for the purposes of this
description.
MaaS360® Mobile Device Management:
MaaS360 Mobile Device Management(MDM) provides Customer the ability to provision, manage, and secure
corporate and employee-owned devices over the air. It includes core MDM features such as device enrollment,
configuration, security policy management, and device actions such as send message, locate, lock and wipe.
Advanced MDM features include automated compliance rules, BYOD privacy settings, and Mobility Intelligence
dashboards and reporting. Specific features can vary across device platforms:
iOS
MaaS360 MDM for iOS uses an agent that interfaces with the Apple Mobile Device Management API
and the Apple Push Notification Service (APNs) to provide management, security, and reporting
capabilities for devices running iOS 4 or higher.
Android
MaaS360 MDM for Android uses an agent that interfaces with the Android Mobile Device Management
API framework to provide management, security and reporting for Android devices running version 2.2 or
higher. In addition, MaaS360 supports the MDM API frameworks of Android OEM manufacturers such
as Samsung SAFE, Amazon Kindle Fire, LG Gate, and Motorola EDM.
Windows Phone
MaaS360 MDM for Windows Phone uses an agent that interfaces with Microsoft Push Notification
Services (MPNS) and Microsoft ActiveSync to provide management, security, and reporting for Windows
Phone devices running version 7.5 or higher.
BlackBerry(RIM)
MaaS360 MDM for Blackberry uses an agent that interfaces with BlackBerry Push Notification Services
and the BlackBerry Internet Service (BIS) to provide management, security and reporting for Java-based
BlackBerry devices running version 5.0 or higher. Requires subscription to BlackBerry Internet Service
(BIS) data plan.
MaaS360 Cloud ExtenderTM: MaaS360 Cloud Extender is included with MaaS360 MDM subscriptions
and provides the ability to securely integrate with enterprise systems such as Microsoft Exchange,
Microsoft Office 365, Active Directory, LDAP, Lotus Traveler, BlackBerry Enterprise Server, and
Certificate Authorities.
Supplemental MDM Services —Additional Fees Apply:
MaaS360 Mobile Email Management
Exchange ActiveSync: Provides support for mobile devices connecting to Microsoft Exchange over the
ActiveSync protocol. Features include core mobile device management functions such as the ability to
configure devices, create and enforce ActiveSync policies (passcode, block or allow access to email),
take device actions such as lock and wipe, and detailed report on device attributes. Installation of the
MaaS360 Cloud Extender is required. Available only for devices viewed or managed with MaaS360
through Exchange Active Sync.
Lotus Traveler: Provides support for mobile devices connecting to IBM Lotus Notes over the Lotus
Traveler protocol. Features include the ability to configure devices, block or allow devices, enforce
passcode policies, wipe devices, and detailed report on device attributes. Installation of the MaaS360
Cloud Extender is required. Available only for devices viewed or managed with MaaS360 through Lotus
Traveler.
MaaS360 BlackBerry Enterprise Server (BES) Management
Provides support for BlackBerry Enterprise Server(BES) connected mobile devices by utilizing BlackBerry
12/31/2014 CSA Service Descriptions
APIs. Features include remote actions such as send a message, reset passcode, assign BES policy and wipe, as
well as detailed reporting on device attributes. Installation of MaaS360 Cloud Extender is required. Available
only for devices viewed or managed with MaaS360 through BES 5.0.
MaaS360 Mobile Application Management
MaaS360 Mobile Application Management provides the ability to add applications and distribute them to
supported devices managed by MaaS360. This includes MaaS360 App Catalog, an on-device application for users
to view, install, and be alerted to update managed applications. Customer shall be allotted application distribution
rights to a certain number of devices in accordance with the Agreement. Customer has the ability to reference
application packages that are hosted by the Customer. Supports iOS, Android, and Windows Phone devices.
MaaS360 Mobile Application Security
MaaS360 Mobile Application Security provides additional data protection for enterprise applications. Customer
can include the Fiberlink SDK (subject to the Fiberlink SDK licensing agreement found at
http://www.maas360.com/USDK_Agreement_2014.pdf) during development, or for iOS apps upload the
application (.ipa), provisioning profile, and signing certificate to be automatically integrated. Mobile Application
Security integrates the app with the Secure Productivity Suite, enabling single sign on, intranet access via the
Mobile Enterprise Gateway, and enforcement of data security settings. Use of MaaS360 Mobile Application
Security requires purchase of MaaS360 Mobile Application Management. Intranet Access requires purchase of
Mobile Enterprise Gateway. Supports iOS 5 or Android 4.0 above.
MaaS360 Mobile Content Management
MaaS360 Mobile Content Management allows the Customer to add documents and distribute them to supported
devices managed by MaaS360 MDM. Includes MaaS360 Doc Catalog, an on-device password-protected
container that provides a secure and simple way for users to access, view, and share documents, including
seamless access to distributed content and repositories such as SharePoint, Box, and Google Drive. Access to
private SharePoint and Windows files shares available with the MaaS360 Mobile Enterprise Gateway.
Documents managed through MaaS360 can be version controlled, audited, and secured through DLP policy
options such as require authentication, restrict copy/paste functionality and block from being opened or shared in
other applications. Customer will be responsible for all document content and formatting. Customer shall be
allotted document distribution rights to a certain number of devices in accordance with the Agreement. Supports
iOS and Android devices.
MaaS360 Secure Document Sync
MaaS360 Secure Document Sync provides users the ability to easily and securely sync user content across
managed mobile devices. Admins can ensure that policies such as restricting cut/copy/paste, and blocking content
from being opened or shared in other apps, are in place for user content across devices. Content is stored
securely, both in the cloud and on the device, and accessed only via the MaaS360 Doc Catalog. Optionally
combine with the MaaS360 Secure Editor to provide secure editing capabilities. Requires purchase of MaaS360
Mobile Content Management. Supports iOS 5.0 or above.
MaaS360 Secure Editor
MaaS360 Secure Editor allows users to securely create and edit standard Office documents within the
Secure Productivity Suite. Supports iOS 5.0 and Android 4.0 or above. Document types supported are:
•Word 97-2010: .doc and .docx
•PowerPoint 97-2010: .ppt and .pptx
•Excel97-2010: .xls and .xlsx
MaaS360 Content Cloud
MaaS360 Content Cloud provides Customer the ability to upload application packages and documents to
MaaS360's Content Distribution system. Customer has the ability to store up to 1GB of data for distribution and a
pool of bandwidth equivalent to 6GB per contracted device of annual usage. Customer shall be invoiced monthly
for usage and storage in excess of these amounts. Overage fees are $0.40 per GB of additional monthly
bandwidth usage and$18 per month for each GB of additional storage.
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MaaS360 Mobile Expense Management
MaaS360 Mobile Expense Management allows the Customer to create data usage policies and assign them to
supported devices managed by MaaS360. Policies are configured by Customer based on allowed data usage (in
MB) and calendar start date. Customer can assign these policies at a device, group or global level. Customer can
also configure alert thresholds and messaging for both in network and roaming data usage. This data is collected
via the MaaS360 agent on iOS and Android devices.
MaaS360 Secure Browser
MaaS360 Secure Browser is a full featured web browser to enable secure access to corporate intranet sites and
enforce compliance of content policies. Customer can define URL filtering and security policies, ensuring that
users only access approved web content based on a number of content categories such as social networking,
explicit, or malware sites. Includes ability to disable native and 3rd party web browsers either through application
policy or blacklisting when combined with MaaS360 MDM, allow whitelist exceptions to websites, restrict
cookies, copy, paste and print features, and enable Kiosk Mode. Supports iOS 5.0 and Android 4.0 or above.
MaaS360 Secure Mail
MaaS360 Secure Mail provides a separate and secure office productivity application for users to access and
manage email, calendar, and contacts. Provides Customer the ability to control emails and attachments to prevent
data leakage by restricting the ability to forward or move content to other applications, enforcing authentication,
restricting cut/copy/paste, and locking down email attachments for view only. Supports iOS 5.0 and Android 4.0
or above.
MaaS360 Mobile Enterprise Gateway
The MaaS360 Mobile Enterprise Gateway allows supported apps on iOS and Android to securely and
seamless communicate back to resources on the company's internal network. Requires Active Directory for
authentication and a Windows computer to run the service. Supports iOS 5.0 and Android 4.0 or above.
Supported features are:
MaaS360 Mobile Enterprise Gateway for Secure Browser:MaaS360 Mobile Enterprise Gateway for
Secure Browser allows supported devices to access approved internal web sites without requiring a full
device level VPN connection. Use of MaaS360 Mobile Enterprise Gateway for Secure Browser requires
purchase of MaaS360 Secure Browser. Supports iOS 5.0 and Android 4.0 or above.
MaaS360 Mobile Enterprise Gateway for Docs:With MaaS360 Mobile Enterprise Gateway for Docs,
organizations can use MaaS360 Mobile Content Management to additionally offer devices outside the
enterprise network secure, seamless access to internal SharePoint sites, Windows File Shares and other
file stores without requiring a full device VPN connection. Use of MaaS360 Mobile Enterprise Gateway
for Docs requires also purchasing MaaS360 Mobile Content Management. Supports iOS 5.0 and Android
4.0 or above.
MaaS360 Mobile Enterprise Gateway for Apps:With MaaS360 Mobile Enterprise Gateway for Apps,
organizations can use MaaS360 App Management and MaaS360 App Security to additionally offer
devices outside the enterprise network secure, seamless access to internal resources without requiring a
full device VPN connection. Use of MaaS360 Mobile Enterprise Gateway for Apps requires also
purchasing MaaS360 Mobile Application Management and MaaS360 Mobile Application Security.
Supports iOS 5.0 or above.
MaaS360 Mobile Device Management Bundle(s):
MaaS360 Mobility Management Bundle
Includes MaaS360 Mobile Device Management, MaaS360 Mobile Application Management, MaaS360 Secure
Document Sharing, MaaS360 Content Cloud, and MaaS360 Mobile Expense Management.
MaaS360 Advanced Mobile Management Bundle
Includes MaaS360 Mobile Device Management, MaaS360 Mobile Application Management, MaaS360 Content
Cloud, and MaaS360 Mobile Expense Management.
12/31/2014 CSA Service Descriptions
MaaS360 Secure Productivity Suite Bundle
Includes MaaS360 Secure Mail, MaaS360 Mobile Application Management, MaaS360 Mobile Application
Security, MaaS360 Content Cloud, and MaaS360 Secure Browser.
MaaS360 Mobile Enterprise Gateway Bundle
Includes MaaS360 Mobile Enterprise Gateway for Secure Browser, MaaS360 Mobile Enterprise Gateway for
Docs, and MaaS360 Mobile Enterprise Gateway for Apps.
MaaS360 Secure Document Sharing Bundle
Includes MaaS360 Mobile Content Management, MaaS360 Secure Editor, MaaS360 Secure Document Sync, and
MaaS360 Content Cloud.
MaaS360 Laptop Management:
Provides Customer the ability to enroll, configure, manage, secure, and report on OS X and Windows PC based
devices alongside smartphones and tablets. Organizations can maintain consistent security policies and profiles
across both corporate and employee-owned devices within the same MaaS360 management console.
Windows
MaaS360 Laptop Management for Windows-based PCs provides over-the-air enrollment and inventory
management reporting on hardware, operating system, and software information. The endpoint security
reporting module provides interactive reporting and data analysis for Customer provided applications such
as anti-virus, backup/recovery, data encryption and personal firewall as well as missing operating system
patches. The data protection module provides interactive reporting and analysis for security services,
including data encryption, data leak prevention, and backup/recovery, and other integrated applications.
Supports Windows XP SP3, Windows Vista, Windows 7, Windows 8+, and Windows 8+Pro (including
32-bit and 64-bit where applicable).
Device actions include:
•Send message to the device
•Lock the device
•Locate Device (Requires MaaS360 Laptop Location Service)
•Stop/Start/Restart Services
•Shutdown/Reboot
•Wipe the hard drive
•Configure patch settings
•Distribute software
Mac OS X
MaaS360 Laptop Management for Mac OS X provides over the air enrollment and inventory management
reporting on hardware, operating system, and software information. The endpoint security reporting
module provides interactive reporting and data analysis for Customer provided applications such as anti-
virus, backup/recovery, data encryption and personal firewall as well as missing operating system
patches. The data protection module provides interactive reporting and analysis for data security services,
including data encryption. The configuration management module provides remote management of a
number of device and user settings, including: password, email, VPN, and Wi-Fi. Supports Mac OS X
version 10.7.3 or higher.
Device actions include:
•Lock the device
•Wipe the hard drive
•Change device policy
Supplemental LTM Services (Additional Fees Apply):
MaaS360 Laptop Operating System (OS) Patch Management Service
OS Patch Management acquires, tests, and installs multiple patches (code changes) to an administered computer
system. The service performs an install of patches, confirms installation of patches, and reports on the patch
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status for all Devices, with minimal, if any, User intervention. All patches are prepackaged and pre-tested and
includes MS operating system patches only, corrupt patch detection, patch rollback, bandwidth throttling and an
audit of all installed MS operating patches.
MaaS360 Laptop Self-Service Software Distribution
MaaS360 Self Service Software Distribution allows Customer to upload packages to the MaaS360 platform and
schedule distribution of payload to devices which are managed by the MaaS360 Visibility360 service for
Windows. Customer has the ability to store up to 1GB of data on the MaaS360 platform for distribution. Customer
controls all aspects of distribution including installation instructions and targeting at a device, group or global
level. Customer will be responsible for all packaging and installation file creation. Fiberlink does not provide
installation package creation support. Customer shall be allotted software distribution to a certain number of
devices in accordance with the Agreement. Customer shall be invoiced monthly for usage at a defined rate of per
GB transferred.
MaaS360 Laptop Location Service
MaaS360 Laptop Location Service enabled the ability to locate supported laptops and tablets. MaaS360 reports
the location of the Wi-Fi or IP address coordinates and translates this data into an easily recognizable address.
When a device is online, its current location can be retrieved. MaaS360 stores reported locations over time, so
location history is available for review. Requires MaaS360 Laptop Management for Windows. Supports Windows
XP SP3, Windows Vista, Windows 7, Windows 8+, and Windows 8+Pro (including 32-bit and 64-bit where
applicable).
MaaS360 Laptop Management Bundle(s):
MaaS360 Laptop Management Bundle
Includes MaaS360 Laptop Management, MaaS360 Laptop OS Patch Management, and MaaS360 Laptop
Software Distribution.
MaaS360 Advanced Laptop Management Bundle
Includes MaaS360 Laptop Management, MaaS360 Laptop Software Distribution, and MaaS360 Laptop Location
Service.
MaaS360 Education Bundle(s) (available for qualifying education entities only):
MaaS360 Mobile Device Management Education Bundle
Includes MaaS360 Mobile Device Management, MaaS360 Mobile Application Management, MaaS360 Secure
Document Sharing, MaaS360 Mobile Expense Management, MaaS360 Content Cloud.
MaaS360 Advanced Mobile Management Education Bundle
Includes MaaS360 Mobile Device Management, MaaS360 Mobile Application Management, MaaS360 Content
Cloud, and MaaS360 Mobile Expense Management
MaaS360 Laptop Management Education Bundle
Includes MaaS360 Laptop Management, MaaS360 Laptop OS Patch Management, and MaaS360 Laptop
Software Distribution.
MaaS360 Advanced Laptop Management Education Bundle
Includes MaaS360 Laptop Management, MaaS360 Laptop Software Distribution, and MaaS360 Laptop Location
Service.
Third Party Product(s):
TouchDown (with Exchange ActiveSync) by Nitrodesk
TouchDown is a 3rd party email application provided by Nitrodesk. TouchDown offers companies the ability to
offer users a separate and secured application for email tasks. TouchDown can be used to supplement MaaS360
Secure Mail by providing support on Android devices running 2.2 or above. This support includes: sending and
receiving email, managing calendars, viewing and creating corporate contacts, and viewing email attachments.
Use of the TouchDown service shall be governed by, and require Customer's acceptance of, Nitrodesk's
licensing terms. TouchDown licenses are sold on a per-device basis with a one-time payment frequency.
Fiberlink shall provide support for the TouchDown licenses during Customer's Term; post Subscription Term
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12/3112014 CSA Service Descriptions
support shall be provided by Nitrodesk. TouchDown platform support can be found here:
http://nitrode sk.c om/touchdown/.
Note: This Cloud Services Description may be updated by Fiberlink from time to time, with or without notice to
Customer. Questions about this document may be directed to legal department@fiberlink.coin. This document
was last updated on 04-18-2014.
A/A
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Fiberlink Communications Cloud Services Agreement
This Agreement governs your acquisition and use of Fiberlink Communications Corporation, an
IBM Company ("Fiberlink") Cloud Services. You may select Cloud Services either on-line or
through an Order Document Fiberlink provides. The Order Document you submit to Fiberlink will
specify the Cloud Services and quantities selected, Fiberlink charges and other details of your order.
The Order Document, the Service Description(s) (found at http://bit.ly/MaaS360-Service-
Description,) for the selected Cloud Service(s) and this Agreement will constitute the complete
agreement for the Cloud Services and will supersede any prior discussions or representations
regarding the Cloud Services. Any reproduction of this Agreement made by reliable means is
considered an original.
IF YOU REGISTER FOR A FREE EVALUATION FOR CLOUD SERVICES THIS
AGREEMENT WILL ALSO GOVERN THAT FREE EVALUATION. YOU MAY OPT OUT OF
AN EVALUATION AT ANY TIME BY SENDING NOTIFICATION TO
LEGAL DEPARTMENT@FIBERLINK.COM.
BY ACCEPTING THE TERMS OF THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU
HAVE READ AND ACCEPT FIBERLINK'S PRIVACY AND ACCEPTABLE USE POLICIES,
FOUND AT http://www.maas360.com/about/privacy-and-legal/.
Free Evaluation
If you register on our website for a free evaluation, we will make one or more Cloud Services available to you
on an evaluation basis free of charge until the earlier of (1)the end of the free evaluation period which is thirty
(30) days unless otherwise agreed by the parties; or(b)the start date of any purchased Cloud Services ordered
by you. Additional evaluation terms and conditions may appear on the evaluation registration web page. Any
such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.
You may end an evaluation at any time by sending an email to legal_department@fiberlink.com. During the
evaluation, Fiberlink reserves the right to terminate this Agreement, and to terminate your access to the Cloud
Services, with or without notice, at its sole discretion and at any time.
Service Performance and Commitments
When Fiberlink accepts your Order Document for a Cloud Service, Fiberlink will provide you the entitlements
specified in the Order Document. You may access the Cloud Service from any location via a network
connection. Cloud Services are designed to be available 24/7 subject to maintenance. You will be notified of
scheduled maintenance. Service Level commitments, if applicable, are specified in the Service Description. In
addition, some Cloud Services include entitlement to use enabling software on your machines. If applicable,
descriptions and details of the software and permitted use granted by Fiberlink or third parties will be included in
the Service Description.
You may access and use each Cloud Service that you order only to the extent of entitlements acquired by you.
You are responsible for use of Cloud Services by any party who accesses the Service with your account
credentials.
Fiberlink does not authorize use of any Cloud Service for any unlawful or inappropriate purposes, such as
gambling, obscenity, pornography, violence, misappropriation, unauthorized access or interference, viruses or
harmful code, harassment, unsolicited or deceptive messages, or evading filters. Any such use is prohibited.
Unless expressly provided in this Agreement, you are not authorized to use the Cloud Services to provide
hosting or timesharing services to any third party.
Integration, Configuration and Custom Services
Fiberlink may offer additional standard customization and configuration Services. Such Services are detailed in
an additional Service Description and may be ordered pursuant to the Order Document. At your request,
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Fiberlink may perform additional custom services, as specified in a mutually agreed Statement of Work.
Confidentiality and Data Protection
Each Cloud Service is designed to protect the proprietary content that you input into the Cloud Service and to
provide for access and use of such content only in accordance with the provision of the Cloud Service. Except
as otherwise specified in a Service Description, Cloud Services limit access and use of your proprietary
content to Fiberlink employees and contractors as needed to deliver the Cloud Service. Fiberlink will not
disclose your proprietary content, and will return or destroy your content upon the expiration or cancellation of
the Cloud Service, or earlier upon your request. Fiberlink reserves the right to charge for certain activities
performed at your request or direction (such as delivering content in a specific format).
The Service Description for each Cloud Service describes the security functions and features applicable to the
Cloud Service. Fiberlink Cloud Services are EU Safe Harbor certified, unless otherwise specified in the Service
Description. Fiberlink agrees to provide you notice of any unauthorized third party access to your content of
which we become aware and to provide reasonable efforts to remediate identified security vulnerabilities. If your
content is lost or damaged, Fiberlink will assist you in restoring the content to the Cloud Service from your last
available back up copy in compatible format.
Some of your content or other data may be subject to governmental regulation or otherwise may require
security measures beyond those specified by Fiberlink for the Cloud Service. You agree not to input such
content in the Cloud Services or to otherwise provide such data in conjunction with other Services unless we
have first agreed in writing to provide additional required security measures. You are responsible for all
necessary permissions to include the content in the Cloud Service and you grant Fiberlink permission to use,
store and process the content in the delivery of the Cloud Services.
Charges, Payments &Taxes
You agree to pay all applicable charges for a Service as set forth in the Agreement and any charges for use in
excess of entitlements, any custom, duty, tax, levy or fee imposed by any authority resulting from your
purchase or use of a Service, and any late payment fees. Unless specified otherwise in an Order Document,
amounts are due upon receipt of the invoice and payable electronically within 30 days of the invoice date to an
account specified by Fiberlink in United States Dollars.
Changes
Fiberlink may modify the computing environment used to provide a Cloud Service, provided that such change
does not degrade the functionality or the security features of the Cloud Service. Other changes to the Service
Description made by IBM will not apply until any agreed renewal or extension.
Term, Termination, Suspension
The term of a Cloud Service is described in the Service Description or Order Document. Any renewal terms for
a Cloud Service will be as otherwise specified in the Service Description or Order. Fiberlink may withdraw a
Cloud Service on 12 months' notice, or as specified in the Service Description and Fiberlink will either continue
to provide the Cloud Service for the remainder of your unexpired term or work with you to migrate to another
Cloud Service. Fiberlink may suspend, revoke or limit use of a Cloud Service if in Fiberlink's sole discretion
there is a breach of security, breach of your obligations under the Agreement or violation of law. Charges will
continue to accrue for the Cloud Service during any suspension. If the cause of the suspension is reasonably
capable of being remedied, Fiberlink will provide you notice of what actions you must take to reinstate the
Cloud Service. If you fail to take such actions within a reasonable time, Fiberlink may terminate the Cloud
Service.
Liability and Indemnity
Fiberlink's entire liability for all claims in the aggregate arising from your use of a Cloud Service acquired
hereunder will not exceed the amount of any actual direct damages up to the amounts paid in the prior 12
months for the Cloud Service that is the subject of the claim, regardless of the basis of the claim. This limit
applies collectively to Fiberlink, its corporate parent, subsidiaries and contractors. Fiberlink will not be liable for
special, incidental, exemplary, indirect or economic consequential damages, lost profits, business, revenue,
goodwill, or anticipated savings.
If a third party asserts in a litigation against you that a Service acquired hereunder infringes that party's
patent or copyright, Fiberlink will defend you against that claim and pay damages that a court finally
awards against you or that are included in a settlement approved by Fiberlink, provided that you
promptly notify Fiberlink in writing of the claim, supply information requested by Fiberlink, and allow
Fiberlink to control the defense and settlement. Fiberlink reserves the right to modify or replace the
Service with an equivalent non-infringing one or, if replacement is not reasonably available, to
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discontinue the Cloud Service and provide a credit for any pre-paid unexpired term. Fiberlink has no
liability for claims that include, in whole or part, items not provided by Fiberlink. You are responsible
for any violation of law or any third party rights caused by your content or, except as provided in this
paragraph, your use of the Service.
Warranties and Disclaimers
Fiberlink warrants it will provide the Cloud Service using commercially reasonable care and skill in accordance
with the Services Description. The warranty period is the term of the Service.
FIBERLINK DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OF A CLOUD
SERVICE. THESE WARRANTIES ARE THE EXCLUSIVE WARRANTIES FROM FIBERLINK. THEY
REPLACE ALL OTHER WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF
SATISFACTORY QUALITY, MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A
PARTICULAR PURPOSE.
Compliance with Laws
Each party remains responsible for complying with laws, rules and regulations applicable to its business, use of
a Cloud Service, and content, including applicable export and import laws. The laws of the State of New York
shall govern the terms of this Agreement. All rights, duties, and obligations are subject to the State and Federal
courts of the State of New York.
General
Fiberlink may use global resources (personnel and resources in locations worldwide)and third party suppliers to
support the delivery of Cloud Services. Assignment of this Agreement and the rights and obligations under it,
including entitlements to the Cloud Service, is not permitted except to a subsidiary or to a successor
organization by merger or acquisition. Fiberlink may assign to a corporate parent, affiliate, subsidiary, or to a
successor organization by merger or acquisition.
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