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OutSystems Subscription Compliance Terms

Updated: October 14, 2024

These Subscription Compliance Terms (the “Terms”) are intended to assist OutSystems’ Customers in understanding the processes and timeframes for renewing their Subscriptions to OutSystems’ Software and for expanding their scope of use of the Software. OutSystems understands that Customers are often required to navigate complex internal budgeting, approval, and signature processes to complete Subscription renewals and expansions. To assist Customers in navigating those processes, while remaining compliant with its contractual obligations, OutSystems provides flexibility to its Customers as described in these Terms.

These Terms are incorporated by reference into the Master Subscription Agreement or the equivalent signed master agreement (the “Agreement”) between the applicable OutSystems legal entity (“OutSystems”) and the applicable customer which has purchased a subscription to OutSystems’ Software (each, a “Customer”). Any defined terms used but not defined in these Terms will have the meanings set forth in the Agreement.

Subscription Term

Advance Notice of Expiring Term

Each Order under the Agreement will specify the Subscription Term for that Order. It is OutSystems’ practice to send an email to the Bill To contact designated by Customer in that Order, approximately 60 calendar days prior to the scheduled expiration date of the Subscription Term, to notify Customer of the upcoming expiration date and the terms which will apply to the renewal. OutSystems provides this notice voluntarily to give its Customer advance visibility and ample processing time, but is under no contractual obligation to provide this notice.

Grace Period before Suspension or Deletion

At the end of the expiring Subscription Term, OutSystems will not immediately suspend access to the Subscription or delete Customer’s Applications or Customer Content. Rather, OutSystems will provide a grace period of 30 calendar days to Customer before taking either action, to give Customer additional time to complete the contract paperwork and/or purchase order required for it to be contractually bound to the renewal of its Subscription. If Customer decides not to renew, it may exercise its right of Detachment of its Applications, as specified in the Agreement.

Process and Timeframe for Renewal

If the Agreement or the Order provides for automatic renewal, the Subscription Term will automatically renew for a Renewal Subscription Term as described in the Agreement or the Order, as applicable. Depending on Customer’s internal requirements, execution by the Parties of a new Order may be required to document the automatic renewal. If neither the Agreement nor the Order provide for automatic renewal, mutual agreement of the Parties and execution by the Parties of a new Order will be required to renew the Subscription Term. If required by Customer’s internal policies, the issuance of a purchase order by Customer will also be required prior to the Renewal Subscription Term becoming effective.

If Customer renews the Subscription Term for an Order but is not able to complete the contract paperwork and/or purchase order required for it be contractually bound to such renewal by the end of the expiring Subscription Term, OutSystems will have the right to assess a late renewal fee equal to five percent of the Fees for the Renewal Subscription Term. If it takes Customer more than 60 calendar days after the end of the expiring Subscription Term to complete the contract paperwork and/or purchase order required for it be contractually bound to such renewal, and access to Customer’s Applications has been suspended as a result of the delay, OutSystems will also have the right to assess an application reinstatement fee equal to an additional five percent of the Fees for the Renewal Subscription Term. These late renewal and reinstatement fees will not be counted or applied towards the applicable subscription fees, including any previously agreed limits on price increases or any price uplift caps. If Customer does not ultimately renew, but has continued to use the Software after expiration of the Subscription Term, the terms of the “Licensing Excess Usage” section below will apply.

Subscription Scope of Use

The Software licensed under a Subscription is subject to the volume, scope, and territory of use (if any) specified in the applicable Order.

Secure Remote Verification

To enable both OutSystems and Customer to evaluate the level of adoption of the Software by Customer, Customer will cooperate with OutSystems to complete a secure, remote usage verification no more than once each calendar quarter. OutSystems will review the results of each verification with Customer and work collaboratively with Customer to ensure the accuracy and optimization of Customer’s usage. To avoid the need for an on-site audit or access to Customer systems, Customer will transfer its Usage Data through a secure transfer mechanism to an online verification site following specifications to be provided in writing by OutSystems. OutSystems will provide 30 days prior notice of each usage verification.

Licensing Excess Usage

If Customer has exceeded its licensed usage under the applicable Order at any time during the Subscription Term or continues to use the Software after expiration of the Subscription Term, it is OutSystems’ preference to negotiate and sign a new Order with Customer to cover the unlicensed usage, rather than invoicing customer for the unlicensed usage and compliance fees. If Customer does not enter into a new Order to cover the unlicensed usage, however, OutSystems reserves the right to invoice Customer for the unlicensed usage at the then-current list price, from the date of the first unlicensed use through the end of the then-current Subscription Term and/or the date of last use if used after termination or expiration of the Subscription Term. If Customer does not cure the unlicensed use within 60 days of written notification from OutSystems, either by entering into a new Order to cover the unlicensed usage or by paying an invoice for the unlicensed usage, then, in addition to the Fees owed for the unlicensed usage, OutSystems may assess a compliance fee equal to five percent of the Fees due for the unlicensed usage, in recognition of the additional costs incurred by OutSystems due to Customer’s non-compliance. Customer agrees to promptly issue a purchase order, if required by its internal processes, to cover all Fees due for unlicensed usage, including the compliance fee.