This License, Support, and Services Agreement, including any and all Order Forms and SOWs (as defined below) (collectively, this “Agreement”), governs the products(s), documentation and services that accompany this Agreement.

Written Agreement. If the entity receiving the accompanying product(s), documentation, and services (“Customer”) has executed a written agreement with MailGate, LLC (“MailGate”) regarding such product(s), documentation, or services, the terms and conditions of such executed agreement shall govern Customer’s rights and obligations with respect to such product(s), documentation or services; otherwise, the terms and conditions of this Agreement shall govern such product(s) and documentation.

Click-through Agreement. IF CUSTOMER HAS NOT EXECUTED SUCH A WRITTEN AGREEMENT, THEN BY INSTALLING, COPYING OR USING THE PRODUCT(S) OR DOCUMENTATION ACCOMPANYING THIS AGREEMENT AND/OR CLICKING ON THE “I ACCEPT” BUTTON OF ANY ELECTRONIC VERSION OF THIS AGREEMENT, YOU (AS THE INDIVIDUAL SIGNING OR CLICKING ON THIS AGREEMENT) AS THE CUSTOMER REPRESENT AND WARRANT THAT YOU ARE DULY AUTHORIZED ON BEHALF OF CUSTOMER TO ENTER INTO THIS AGREEMENT ON BEHALF OF CUSTOMER, AND CUSTOMER CONSENTS TO AND AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK THE “I DO NOT ACCEPT” BUTTON. IF THIS IS AN ELECTRONIC VERSION OF THIS AGREEMENT, DO NOT INSTALL, COPY OR USE THE PRODUCT(S) OR DOCUMENTATION, AND IMMEDIATELY RETURN THE PRODUCT(S) AND DOCUMENTATION TO MAILGATE.

1.1. In this Agreement and any Schedules, Order Forms or Statements of Work (“SOWs”), the following terms are defined as follows, and additional definitions applicable to the Order Forms are included in Attachment A:

“Additional Services” means the Services described in Article 7 as contained in any Order Forms or SOWs;

“Agreement” means these General Conditions and the Software/Services Order Form (or Specific Conditions) and Schedules (together, the “Order Form”);

“Business Partner” or “Trading Partner” means any external computer interoperating with a Licensed Component through one or more protocols, one or more networks, or one or more adapters;

“Defect” means a reproducible error or defect in the Product that prevents it from operating materially in accordance with its Documentation;

“Delivery” means delivery of license keys which unlock the Licensed Component, enabling electronic delivery of the Licensed Component for download, or shipment of a CD ROM which contains the Licensed Component, or shipment of the Hardware Product;

“Documentation” means the documents delivered with the Product which contains MailGate’s published specifications and user guide of the Product;

“Effective Date” for an Order Form means the date when Customer executes an Order Form unless specified otherwise in an Order Form;

“Hardware Product” means any hardware appliance or other item of equipment that is delivered to Customer;

“Licensed Component” means the computer program described in the Order Form, as well as:

(i) the Documentation, in either machine-readable or printed form; and

(ii) all entire or partial authorized copies of such items made by Customer; and

(iii) any software release provided by MailGate to Customer (provided that Customer is still a subscriber to Support Services);

“Operating Environment”meansany operating system based environment hosting the running of a Licensed Component, defined by its resources: Computer, its number of CPUs, its number of Cores per CPUs, its number of Partitions, the type of its Partitions and the number of CPUs per Partitions;

“Parties” means MailGate and the party identified as Customer in the Order Form;

“Product” means Hardware Product(s) and Licensed Component(s);

“Site” means the physical location of the Operating Environment, such address as it is provided in the Order Form;

“Support Services” means annual Product support provided under MailGate’s policies for the level of Support Services ordered in the Order Form;

“Third Party Software” means any third party program or software included as an integral part of the Product and delivered with the Product; such program or software is solely for use as embedded with the Product;

“Use” means the installation, loading, utilization, storage or display of the Product by Customer within the constraints in the Order Form;

1.2. Headings are used in this Agreement for ease of reference only and shall not affect interpretation.  References in this Agreement to Articles or Sections are references to the Articles or Sections of the General Conditions unless inconsistent with the context.

1.3. The words “include”, “includes”, “including” and “included” will be construed without limitation unless inconsistent with the context.