Product–Specific Special Terms

1. In provisioning the Services for proper usage by Customer and its Users under all Egnyte plans detailed under the Agreement and the associated compute resources to be utilized, Egnyte targets a Content access limit of up to 100% of the total monthly storage purchased during any given month of the Subscription Term (the “Access Limit”). Customer usage in excess of the Access Limit qualifies as a restricted use under Section 3.d of the Agreement and may subject Customer to overage fees.

Notwithstanding the above, any Customer and/or User attempts to access Content in any other manner that imperil the stability and reliability of the Services or which are prohibited under Section 3.d of the Agreement may be subject to additional restrictions. For example: i. the sharing of Content reasonably identified by Egnyte as an attempt to propagate a mass, junk mailing may be blocked in its entirety, temporarily or permanently; ii. Customer’s initiation of Egnyte network egress activities may be limited by Egnyte to no more than 1-2 TB of Content per day in addition to Customer’s normal daily accessing of Content.

2. Methods of Content access by Customer or its Users that count toward the Access Limit include, but are not limited to, the following:

1. Web UI
2. Shared file and folder links
3. Desktop App
4. Desktop Sync
5. WebEdit
6. WebDAV
7. Mobile App
8. Storage Sync
9. Turbo
10. FTP/SFTP
11. Microsoft Office Add-In
12. Salesforce Integration

1. Pricing for the Egnyte Protect Service or Governance functionality includes fees for Customer’s right to utilize the Content Classification and Access Control modules.
2. In the event that additional Content Under Protection has been generated by Customer without having executed an order in advance, Egnyte will perform a true-up calculation as follows: On or about the beginning of each calendar quarter, Egnyte shall run a report to determine how much additional Content Under Protection was provisioned across the entire domain in the prior calendar quarter. Where the provisioned Content Under Protection under the entire domain exceeds the paid Content Under Protection, Customer is committed to paying for and maintaining a new minimum level of Content Under Protection for the entire domain for the remainder of the Subscription Term. For clarity, this new minimum level shall equal the highest amount of Content Under Protection identified across the entire domain at any point during the prior calendar quarter. Egnyte will invoice Customer or charge Customer‘s credit card on or after the issuance of its provisioning report, with the fee to cover the remainder of the billing cycle then in effect.

1. The Egnyte Folder-Based RAD Package shall only include folder-level access to the following features:
   1. Retention
   2. Archival
   3. Defensible Deletion
2. For clarity, such limited version shall not include access to the Content Classification module.
3. RAD Services: In the event that additional Folder-Based RAD Data has been generated by Customer without having executed an order in advance, Egnyte will perform a true-up calculation as follows: On or about the beginning of each calendar quarter, Egnyte shall run a report to determine how much additional Folder-Based RAD Data was provisioned across the entire domain in the prior calendar quarter. Where the provisioned Folder-Based RAD Data under the entire domain exceeds the paid Folder-Based RAD Data, Customer is committed to paying for and maintaining a new minimum level of Folder-Based RAD Data for the entire domain for the remainder of the Subscription Term. For clarity, this new minimum level shall equal the highest amount of Folder-Based RAD Data identified across the entire domain at any point during the prior calendar quarter. Egnyte will invoice Customer or charge Customer‘s credit card on or after the issuance of its provisioning report, with the fee to cover the remainder of the billing cycle then in effect.

1. Multiple Entity Management (MEM) Power User Access. Customers with the Administrative Package may use MEM capability to manage multiple domains. This includes up to six total domains (including Customer’s primary domain plus 5 additional MEM domains and excluding any Protect Domain, GxP Domain, or Archive Domain) at no cost. Each MEM domain shall include 500 GB of storage at no cost. Additional MEM domains will be priced at Egnyte’s then-current list price unless otherwise agreed in an Upgrade Order Form.

If this feature is utilized, all unique Power Users under the Agreement may access any domain listed under this Order Form or a subsequent Order Form under the Agreement (excluding any Archive Domain or GxP Domain), subject to Customer configuration and MEM limitations.

1. Archive Storage will be accessed and utilized through an Archive Domain for a Customer with RAD functionality enabled via its plan. Archive Storage is automatically allocated by Egnyte following the purchase of such storage.
2. The Archive Domain is not to be utilized as an active domain, rather only as an archive ancillary to the active domain(s) for housing low-use files and folders.
   1. Up to 5 unique Admin Users under the Agreement may access such Archive Domain.
   2. Governance, Permissions, and Legal Hold functionality are unavailable for the Archive Domain.
   3. General search functionality is available for the Archive Domain but may be subject to limitations.
   4. Accessing (i.e. downloads) of Content from the Archive Domain by Customer and its Users, including any modification, access, or migration of data already in an Archive Domain, is limited to 5% of the total storage in use on the last day of each month for the Archive Domain (the "Download Limit"). Should Customer and its Users, in the aggregate, exceed the Download Limit in any month during the Subscription Term, Egnyte may increase the fee for that month (based on the applicable pricing for non-archive storage) for each 0.5 TB above the Download Limit during that month. Egnyte will bill for such usage following discovery of the overage, with billing effective as of the date such overage occurred.
   5. Any file size limit under Customer’s purchased plan shall not apply to the Archive Domain.
3. For clarity, “accessing” refers to the download centric activities set forth in Egnyte’s Service generated audit report, and includes downloads, downloads via link, preview, and preview via link.

Notwithstanding the foregoing, in no event shall the following operational activities be counted against the accessing/download limit:

1. the removal of data from the Archive Domain upon termination of the archive service
2. uploading of data into the Archive Domain from the primary, active domain(s)

Methods of Content access by Customer or its Users that count toward the Download Limit include, but are not limited to, the following:

1. Web UI
2. Shared file and folder links
3. FTP/SFTP
4. Public API
5. RAD
6. Migration tools
7. All other methods of Content access are prohibited on the Archive Domain, and as such, the Administrator is required to manually disable the following on the domain configuration settings prior to Customer’s use of the Archive Domain:
   1. Mobile
   2. Desktop App
   3. Apps and Integrations

1. Description. The GxP Platform includes a domain that includes features to meet requirements set forth in FDA 21 CFR Part 11.
   1. The GxP Platform domain is able to hold Customer’s FDA regulated data. Such domain will be generated following Egnyte’s qualifications procedures and have features to meet requirements set forth in FDA 21 CFR Part 11.
   2. In addition to the domain described in subsection a. above, the GxP Platform includes a separate test domain at no additional cost, which includes 25 GB of storage and which may be accessed by up to 5 unique Power Users and up to 5 unique Standard Users.
   3. As a service alongside purchase of the GxP Platform, Customer will be able to review Egnyte's GxP-related SOPs remotely once per annual Subscription Term (or annual portion thereof), provided such review does not exceed reasonable limits on time and resources to be expended by Egnyte in providing Customer support in relation to its review, as may be determined by Egnyte in its sole discretion (which shall not be unreasonably withheld). Excess support for such review may be offered by Egnyte via a separately negotiated Statement of Work.
   4. If required, costs and scope of a Validation Package shall be addressed in a separate Statement of Work.
   5. Customer understands that its use of the GxP Platform is dependent on maintaining Power User functionality (via Life Sciences Users) and will maintain such functionality as needed in order to secure access to the GxP Platform.
   6. Life Sciences Users are Power Users (unless otherwise noted on an Order Form) who may only access the GxP Platform domain.
   7. The GxP Platform domain will be covered by Premium Support (https://www.egnyte.com/premium-support), unless Customer has purchased, or subsequently purchases, an Egnyte Platform Enterprise plan, in which case such support shall be upgraded to Platinum Support (https://www.egnyte.com/platinum-support) at no additional cost.

1. Summary and Delivery Cadence:
   

   Egnyte’s GxP Validation as a Service offering is a recurring service that includes the development and delivery of critical components for a fully validated solution to assist Customer in its ongoing compliance activities as set forth in FDA 21 CFR Part 11. All services will be performed by Egnyte at regular intervals:

   1. GxP validation Major services are typically performed two (2) times in each twelve (12) month interval of the Subscription Term, with the first performance commencing immediately after execution of the Order Form.
   2. GxP validation Minor services will be performed on a monthly basis, with a maximum of one (1) per month (except for the months Major service is performed).
   3. Custom Egnyte GxP training will be delivered a maximum of one (1) time per annual period, with the first training commencing immediately following the execution of the order.
2. Details/Scope:

   Egnyte will work in collaboration with Customer to complete the scope below for one (1) GxP Platform purchased by Customer in accordance with the cadence defined above:

   2.1 GxP Validation Major Services.

   GxP validation for use in a regulated environment and the provision by Egnyte of the following documents after validation is complete for Customer’s Egnyte Life Sciences Users [Power Users] and Life Sciences Standard Users, encompassing the allocated storage on the GxP domain.

   The following will be provided:

   • Egnyte Validation Plan
   • Functional Requirements Specifications (FRS)
   • Platform Qualification (PQ)/ User Acceptance Testing (UAT)
   • Software Installation Qualification (IQ)
   • Operational Qualification (OQ)
   • Traceability Matrix
   • Electronic Records, Electronic Signatures (ERES) Assessment
   • Egnyte Validation Summary
   • Develop Test Plan
   • Customer may choose to develop a separate, independent overall Validation Plan
   • Develop User Requirements Specifications (URS)
   • Develop PQs /UAT based on the approved URS
   • Integration with DocuSign (or Adobe Sign Cloud) and Egnyte Desktop App
   • Develop Traceability Matrix (UAT to URS and Egnyte FRS)
   • Execute the approved PQ / UATs and endeavor to resolve discrepancies / deviations (if any) in Customer’s environment
   • Develop 2 System SOPs: Operation and Administration of the System
   • Scope of services includes two (2) cycles of draft, review/revise, and approval of the documents. The second cycle shall be final, with no further iterations.
     • Upon completion, Egnyte PS will refresh all documentation accessible to Customer’s business owner or quality team for any ongoing management and responsibilities.
   • UAT Summary Report

2.2 GxP Validation Minor Services.

The following will be provided:

1. Functional Requirements Specifications, as needed
2. Platform Qualification / User Acceptance Testing (UAT)
3. Software Installation Qualification
4. Operational Qualification as needed
5. Traceability Matrix
6. Electronic Records, Electronic Signatures (ERES) Assessment
7. Develop Test Plan
8. Customer may choose to develop a separate, independent overall Validation Plan
9. Develop User Requirements Specifications (URS)
10. Develop Traceability Matrix (UATs to URS and Egnyte FRS)
11. Execute the approved PQ / UATs and endeavor to resolve discrepancies / deviations (if any) in Customer’s environment
12. Develop 2 System SOPs: Operation and Administration of the System
13. Scope of services includes two (2) cycles of draft, review/revise, and approval of the documents. The second cycle shall be final, with no further iterations.
    • Upon completion, Egnyte PS will refresh all documentation accessible to Customer’s business owner or quality team for any ongoing management and responsibilities.
14. A Validation Summary Report (VSR) will be provided to Customer

2.3 Custom Training.
Remote customized training and user adoption support, which will include curriculum development in collaboration with Customer. The following trainings will be recorded and provided to Customer, with an annual refresher training as needed and requested:

1. 1 x Admin training
2. 1 x Power User training
3. 1 x GxP features training

1. Description. Advanced Privacy & Compliance ("APC") is a SaaS-based privacy feature licensed by Egnyte for delivery to Egnyte customers directly from a third-party licensor. For clarity, apart from the first sentence of such section, the provisions of Section 3.f of the Agreement are inapplicable to APC.
2. Territory. Customer acknowledges and understands that APC is not supported for use outside of North America. Customer agrees that should it enable its Users to utilize APC outside of North America, it does so on its own accord and is solely responsible for the results thereof.

1. Customer is responsible for configuring its Egnyte for Government domain in accordance with its own compliance and business requirements, including, but not limited to, CMMC certification.