Types of Licensing

Data443 Risk Mitigation, Inc. (Data443) sells its software as perpetual, subscription or SaaS (Software as a Service) license models. Each model varies slightly in terms of the license grant and your usage rights if your annual Maintenance/Support renewal agreement expires.

The key differences are explained here:

Perpetual: Many Data443 software products were licensed on a perpetual basis, in accordance with the license grant set forth in the corresponding license agreement. Maintenance/Support for perpetual licensed software is sold on a fixed term basis; typically, in twelve (12) month increments, renewable on or before the anniversary thereafter.

By renewing Maintenance/Support with Data443, you are entitled to receive software updates and upgrades, including patches, fixes, and security updates. Another key feature of all Maintenance/Support is ‘issue resolution’ with the assistance of our highly trained support engineers through our online portal or via telephone.

Some Data443 products include content feeds, which are essential to your solution. Examples are Data443’s Data Identification Manager (formerly known as ClassiDocs®) solution whereby our software is updated with new data signatures. Data443 is constantly releasing new content to include new security updates, support for new product families, and more. Without this updated content the value of these solutions would be limited. For this purpose, the cost of providing the content is included in the Maintenance/Support or Subscription renewal. Continuing to renew maintenance ensures you are receiving these content updates.

If you elect not to renew Maintenance/Support, or do not renew prior to the expiration of an existing Maintenance/Support agreement, at that point, you are no longer entitled to any additional support including future upgrades, migrations or to create support cases via the Self-Service Portal or via telephone. You are permitted to continue using the software.

Subscription: We require written notice 120 calendar days prior to the subscription end date of any termination of service by your organization from any authorized signing agent for active termination.  We will confirm termination by return letter. If notice is not processed by this date, your service will renew for the subscription period for same period with the yearly increase applied.

Subscription licenses, also known as ‘term licenses’, for Data443 software products are typically purchased for a one, two- or three-year period. During an active subscription term, you are entitled to receive software updates and upgrades, including patches, fixes, security updates and depending on the product, rights to migrate to a new Data443 product without additional software license fees on a like-for-like basis. Another key feature of Maintenance/Support is ‘issue resolution’ with the assistance of our highly trained support engineers through our online portal or via telephone.

However, if you elect not to renew your subscription licenses prior to the expiration of the then-current subscription term, you are no longer permitted to use the software in any capacity and access to your licenses shall cease. Upon any such expiration or termination of the subscription licenses, you also agree to immediately remove and destroy all copies of the subscription license software products, including all back-up copies. In addition, you are no longer entitled to any of the Support Offerings including future upgrades, migrations or create support cases via the Self-Service Portal or via telephone. Therefore, it is important to renew your subscription prior to its expiration to ensure uninterrupted access to both the Licensed Software and Maintenance/Support.

If in your case, your subscription agreement included physical hardware appliances (servers or other infrastructure components), those are due to be returned in original packaging at your cost fully insured by our preferred shipping agency.  We will provide the requirements with our agreement termination notice.

SaaS: SaaS licenses are most often purchased for an initial three- or five-year period initially and frequently a multi-year period at the time of renewal, although a one-year renewal may be an option. During an active SaaS Subscription Term, Data443 will update the SaaS environment on a regular basis, and in doing so, will provide the latest features and fixes to your users as part of the service. Support is included in your SaaS Subscription. However, if you elect not to renew your SaaS licenses prior to the expiration of the then-current SaaS subscription term, you are no longer permitted to use the software in any capacity and your access to your licenses shall cease upon expiration or termination. In addition, you are no longer entitled to any of the Support Offerings including future upgrades, migrations or create support cases via the Self-Service Portal or via telephone. Therefore, it is important to renew your SaaS subscription prior to its expiration to ensure uninterrupted access to both the licensed software and Maintenance/Support.

Maintenance/Support Offerings Overview

Data443 has multiple Maintenance/Support options from which to select. Just prior to your renewal is a good time to re-evaluate your support requirements and determine if the same or a different plan would be best for you in the upcoming year, depending on your planned and upcoming projects such as roll-out of the Data443 solutions to additional locations/users or upgrades to the latest software products. For details and more information on Maintenance/Support options from Data443, go to https://www.data443.com/legal

Maintenance/Support, Subscription, SaaS Renewal Policies and Practices

Data443’s Maintenance/Support business has been designed to provide a world-class set of Support Offerings to assist you in leveraging your investment in Data443 solutions. We adhere to a set of renewal practices in order to provide these services to you in a consistent and quality manner, no matter where your business is located.

1. On-Time Renewals

As agreed in your End User License Agreement (EULA) and supplemental terms, fees for Maintenance/Support, Subscription and SaaS licenses shall be paid in advance of the upcoming renewal term. As a convenience to you, Data443 offers flexibility in the method of renewal and payment. To ensure continuity of support for you and your users and timely payment and collection of fees due in advance, please choose the approach that works best for you:

Renewal Option 1 – Electronic Signature: Many of Data443’s customers prefer the ease of use of Online Electronic Signature to renew your Maintenance/Support term.

Renewal Option 2 – Purchase Order: A purchase order represents a promise to pay. To ensure timely payment, the purchase order is due at minimum to Data443 30 days in advance of the Maintenance/Support, Subscription or SaaS contract End Date.

Payment Options: Credit card (US only – fees may apply), wire transfer, ACH or check.

Payment is due prior to the new or renewing  Maintenance/Support, Subscription or SaaS contract Start Date.

2.    Late Fee Charge

Data443 will immediately apply late fees to renewals where payment is not received by the Maintenance/Support, Subscription or SaaS service start date, beginning at 9AM EST of the scheduled start date of the renewing service.  Additionally, a disconnection notice will be issued from the accounting office to you, as well to our service desk.  You may experience a service outage.

Data443 will rescind the quoted proposal you have received for our services if the negotiated payment is not received for the Maintenance/Support, Subscription or SaaS service start date, beginning at 9AM EST of the scheduled start date of the service.  Additionally, the pre-provisioned service (if any) may be deprovisioned.  Your account team will be notified.  You may experience a price differential on the next proposal.

In the event you fail to make a payment when due, you will be assessed a one-half percent (0.5%) late fee or the maximum rate allowed by law, which interest will accumulate on the outstanding balance on a daily basis until paid in full. You may also be assessed all reasonable costs, including legal fees and related costs, incurred in collecting any late payments and interest.

You will lose your rights to continue using the software (Subscription and SaaS license models), and you will lose all related entitlement to Maintenance/Support (Perpetual, Subscription and SaaS license models) upon thirty (5) days past due. You will also be subject to Reinstatement Fee Charges.

For perpetual based licenses, you may continue to use the software continuously covered under Maintenance/Support according to the policy outlined below in Section 5 – ‘All or Nothing Support’.

3. Reinstatement Fee Charge

If your Maintenance/Support, Subscription or SaaS service term lapses for any period due to non-renewal or failure to pay applicable fees when due, you will lose your rights to continue using Maintenance/Support, Subscription or SaaS service, and you will lose all related entitlement to Maintenance/Support, Subscription or SaaS service.

The rights to continue using the Subscription and SaaS software, and Maintenance/Support may be reinstated, but only upon payment of applicable reinstatement fees, applicable Late Fees, and other requirements as described below.

For perpetual based licenses, you may continue to use the software continuously covered under Maintenance/Support according to the policy outlined below in Section 5 – ‘All or Nothing Support’.

Maintenance/Support, Subscription, SaaS: You will be required to pay for the lapsed period of Maintenance/Support, Subscription or SaaS plus a reinstatement fee equal to 30% of the total fee. The period of lapse will be calculated from the expiration of the previous Maintenance/Support, Subscription, SaaS term to the effective date of reinstatement. The Start Date will remain the same, which is the day following the End Date of the prior Maintenance/Support, Subscription or SaaS term.

• Example: your annual renewal fee is $5,000
• Reinstatement fee is 30% of the annual fee: $5,000 x 30% = $1500
• Total Due to complete the renewal: $6500($5,000 + $1500)

4. Annual Renewal/Payment Fee Increase

Data443’s practice is to increase pricing by 5% on an annual basis as outlined https://www.data443.com/legal. You should budget for this uplift each year, which will automatically be applied to your renewal quote.

5. Renewal Term Options

Renewals for Data443 Maintenance/Support, Subscription and SaaS are generally sold in increments of 12 months. You may purchase a renewal in one-year increments or multi-year increments for your Data443 software products. The duration of a multi-year renewal term will depend on the applicable software product, with up to three years generally available for most of Data443’s software products. Note: Availability of Maintenance/Support is subject to the Data443 End of Life Policy.

Option 1: Pre-paid multi-year renewal: Multi-year renewals, such as a two-or three-year term, where the total fee is paid up front, may eliminate the annual renewal fee increase during the years of the multi-year renewal term.

Option 2: Multi-year renewal paid on or before the start of each twelve-month period: Multi-year renewals where the fee is paid annually will be considered for a reduction in the standard annual renewal fee increase. The reduction will vary depending on the number of committed renewal years. You are required to provide a PO covering the entire term of the multi-year commitment, but you will be invoiced on an annual basis. All multi-year commitments are non-cancellable and non-refundable.

6. All or Nothing Support

Maintenance and Support, Subscription, SaaS must be renewed for the total number of licenses of the applicable Data443 software product(s) owned. Data443 does not allow the partial renewal of Maintenance/Support, Subscription or SaaS for any Data443 software product(s).

Reduction of License Use Exception Policy

• Data443 reserves the right to and will on an exception basis accept a business agreement for a partial reduction of licenses under Maintenance/Support.
• The business agreement will state that your organization may not utilize the licenses that are not currently under Maintenance/Support. In addition, this business agreement will provide Data443 with rights to audit of license usage to ensure compliance with this business agreement.
• If it is found that your organization is using licenses that are not covered by the current Maintenance/Support, you are required to pay the Back Maintenance Fee for the period of lapsed support of such licenses plus a reinstatement fee.
• If the quantity of software product(s)is being reduced on a renewal, then Data443 will increase the base unit price for Maintenance/Support for all remaining licenses since the original discount is no longer applicable.

If you desire to utilize the dropped licenses at a future date, you will be required to pay applicable Back Maintenance Fees plus Reinstatement Fees, and to purchase Maintenance/Support, Subscription or SaaS for at least one additional year from the date of re-activation for those licenses.

7. Co-Termination of End User License and Services Agreements

If you have purchased Data443 software products with Maintenance/Support or purchased SaaS and Subscription licenses at different times resulting in multiple EULA’s or quotes with different end dates, it may be possible to align terms to a single renewal date for ease of future renewals. This process is referred to as “co-termination.” Your Data443 Renewal Account Manager will co-term your renewals at the first renewal of the calendar year unless instructed otherwise.

Please contact your Renewal Account Manager for more information.

8. Migrations/Upgrades

One of the important entitlements that is inherent in your Maintenance/Support, Subscription, SaaS is the right to new versions of the Data443 software product you have licensed.

9. Quote Currency Changes

Data443 does not permit changing of currency due to Foreign Exchange Rate (FX) preference. Changes for other business reasons must reviewed and approved by the CEO of Data443.

Renewal Payment Practices

We want you to have an uninterrupted experience with your Data443 Software products, so your organization and users always have the benefits of Data443 Maintenance/Support, Subscription, SaaS.

There are a few easy steps that you should follow for a simple, on time renewal (listed below).

1. Around120 days prior to the End Date of your current Maintenance/Support, Subscription or SaaS term, you will receive a quote which includes:
   • Maintenance/Support for the Data443 licensed software products or Subscription and SaaS for Data443 licenses software product(s)currently expiring;
   • Co-termination for all of your applicable renewals; and
   • Term Start and End dates for the current term; and
   • The new fee for current term for the applicable Data443 Software products.
2. The renewal quote will provide pricing for at least a 12-month Maintenance/Support, Subscription or SaaS Subscription period. If you prefer multi-year renewal, please contact your Renewal Account Manager.
3. Timely response when you receive a new quote for the upcoming renewal activity
4. Provide a credit card, ACH wire transfer, or PO prior to the current period’s expiration.
5. In order to allow for proper processing of renewals, ensure that no licensing keys expire and that all provisioning systems do not terminate or downgrade any platforms, full payment is required 45 calendar days PRIOR to subscription, license or offering renewal date.  Exceptions to this will only be granted in writing by senior management or counsel.  If you are unclear about your renewal date, please reach out to support or your customer success representative.

Payment Practices

We want you to have an uninterrupted experience with your Data443 Software products, so your organization and users always have the benefits of Data443 Maintenance/Support, Subscription, SaaS. There are a few easy steps that you should follow for a simple, on time renewal (listed below).

1. Around 45-60 days prior to the Payment Date your current Maintenance/Support, Subscription or SaaS term, you will receive a draft Invoice which includes:
   • Maintenance/Support for the Data443 licensed software products or Subscription and SaaS for Data443 licenses software product(s)currently expiring;
   • Co-termination for all of your applicable renewals; and
   • Term Start and End dates for the current term; and
   • The new fee for current term for the applicable Data443 Software products.
2. Timely response when you receive a draft Invoice for the upcoming payment.
3. Provide a credit card, ACH wire transfer, or PO prior to the current period’s payment due date and term.
   • If Purchase Orders are not received Thirty (30) days in advance, customer will be invoiced for agreed payment based on terms, if payment is late late fees, and reinstatement fees will be assessed.
4. Ensure payment is made on or before the End Date of the current term.

Definitions

1. Maintenance/Support: Product software upgrades, updates, minor enhancements, corrections, fixes and patches, and technical support provided per your Data443 Software license(s)according to the Data443 End User License and Services Agreement. More detailed support terms may be found at https://data443.com/legal.
2. Start Date: The date on which your Maintenance/Support, Subscription or SaaS term begins, as indicated in your End User License Agreement or renewal quote.
3. End Date: The date on which your Maintenance/Support, Subscription or SaaS term expires, as indicated in your End User License Agreement or renewal quote.
4. End of Life (EOL):The beginning of the process of winding down of distribution and Maintenance/Support and other services for a release of Data443 software issued prior to the current shipping version. Data443’s strategy is to support its customers as long as you continue to renew Maintenance/Support. There are times, however, especial when a third party declares ‘end of life’ for its products that are embedded in the Data443 software product(s)and Data443 is notable to provide Maintenance/Support.
5. Data443 End User License and Services Agreement (EULA):The agreement that contains the terms and conditions which govern your (i) rights to use/access any Data443 software products, and (ii) entitlement to receive Maintenance/Support. The EULA may be found at https://www.data443.com/legal
6. Co-Terming Maintenance/Support Contracts: To align multiple Maintenance/Support, Subscription and SaaS contracts with different end dates to a single common end date thereby enabling easier renewal management.
7. Reinstatement Fee (“out of support fee”): A fee applied to an expired or lapsed Maintenance/Support, Subscription or SaaS agreement.
8. Back Maintenance Fees: Fees usually associated with an annual Maintenance/Support, Subscription, SaaS fee for lapsed support that were not paid by the expiration date of a renewal contract. May also be associated with usage not covered by a license agreement but identified during a license review.at