This IntelliPact SaaS Services License (the “Schedule”) sets forth the terms and conditions under which Black Box Corporation, on behalf of its direct and indirect operating subsidiary companies, (collectively, “Black Box”) is willing to provide the IntelliPact Services consisting of software-as-a-service and related Services (“Saas Services”) as described herein and in the applicable Statement of Work (“SOW”) incorporating these terms and conditions by reference. Customer hereby agrees that the following terms and conditions, along with the terms of the parties’ Master Order Agreement or absent such Agreement, the terms set forth in the General Web Terms and Conditions posted at https://www.blackbox.com/legal/terms-conditions-of-sale, shall solely govern the SaaS Services provide by Black Box to Customer. By payment of the applicable fees, Customer hereby agrees to the following terms and conditions, including any attachments or addenda hereto:
1. DEFINITIONS
Capitalized terms that are not otherwise defined in this Schedule have the meanings set forth in the parties’ Master Order Agreement or the General Web Terms and Conditions posted at: https://www.blackbox.com/legal/terms-conditions-of-sale (the “Agreement”), or the applicable SOW.
“Defect” means a material failure of the SaaS Services to conform to the functional specifications set forth in the applicable SOW or described in the Documentation that is reported to Black Box by Customer and replicable by Black Box.
“Documentation” means Black Box’s then current on-line help, guides and manuals (as may be updated by Black Box from time to time) published by Black Box and made available by Black Box for the SaaS Services at such URL as designated by Black Box from time to time. Documentation may include minimum hardware, software and Internet connection requirements for use of the SaaS Services (as may be updated by Black Box from time to time).
2. TERM; RENEWAL; FEES; TERMINATION
2.1 Term and Renewal.The term of each SOW commences on the date specified in the SOW and continues for the SaaS Term (as defined in the SOW) set forth in such SOW, unless earlier terminated as set forth therein or pursuant to the terms of the Agreement.
2.2 Fees. Fees for SaaS Services are (i) based on SaaS Services subscriptions purchased and are not based on actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, except as expressly provided in the Agreement and, (iii) quantities purchased cannot be decreased during the relevant SaaS Term.
2.3 Termination. This Schedule (and any applicable SOW) may be terminated for cause by either party in accordance with the Agreement.
3. RIGHT OF USE
Sections 7 (Software Deployment) and 8 (Software License) of the Agreement are replaced by the following for the purposes of this Schedule:
Subject to the timely payment of the applicable fees, and compliance with the terms of this Schedule and the Agreement, Black Box grants to Customer, for the applicable SaaS Term, the non-exclusive, non-transferrable right to access and use the SaaS Services, as more fully described in the SOW, solely for Customer’s internal business purposes. SaaS Services purchased are subject to platform and usage restrictions to the extent specified in the SOW and/or the pricing schedule thereunder. Access credentials for the SaaS Services may not be used by more than one authorized user, but may be transferred from one authorized user to another if the original authorized user is no longer permitted to use the SaaS Services.
The rights granted above are conditioned upon Customer’s strict compliance with the terms and conditions of the Agreement including, without limitation, the following terms and conditions: (a) Customer may use the SaaS Services for Customer’s internal business purposes only as contemplated by this Agreement and not for outsourcing; (b) Customer shall not (i) permit any third party to use the SaaS Services, or (ii) license, sublicense, sell, resell, rent, lease, transfer, distribute, use the SaaS Services for commercial time‑sharing, or otherwise commercially exploit the SaaS Services; (c) Customer shall not create derivative works based on the SaaS Services or cause or permit others to; (d) Customer shall not modify, reverse engineer, translate, disassemble, or decompile the SaaS Services, or cause or permit others to; (e) Customer shall not frame or mirror any content forming part of the SaaS Services, other than on Customer’s own intranets or otherwise for its own internal business purposes; (f) Customer shall not access the SaaS Services in order to (i) build a competitive product or service, or (ii) copy any ideas, features, functions or graphics of the SaaS Services; and (g) Customer shall not remove any title, trademark, copyright and/or restricted rights notices or labels from the SaaS Services or Documentation.
Black Box hereby reserves all rights in and to the SaaS Services not expressly granted in the Agreement. Nothing in the Agreement shall limit in any way Black Box’s right to develop, use, license, create derivative works of, or otherwise exploit the SaaS Services or to permit third parties to do so. Black Box shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the SaaS Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer relating to the SaaS Services.
4. SAAS SERVICES
4.1 Customer Environment. Customer is solely responsible for obtaining and maintaining, at its own expense, all equipment needed to access the SaaS Services, including, but not limited to, Internet access and all Customer Technical Requirements specified in the SOW. Customer understands and accepts that the SaaS Services cannot be reached or accessed without appropriate connectivity and/or Internet services and compliance with such Customer Technical Requirements. Black Box is not responsible for any internal (LAN) equipment, software, hardware, nor any external (WAN) equipment, Internet-technology-specific providers, services, configurations and tools, belonging to, assigned to, or licensed to Customer (“Connectivity Services”), which are used and needed to successfully access and reach the Internet and the SaaS Services. Customer acknowledges that Black Box does not control the transfer of data over telecommunications facilities, including the Internet. Customer acknowledges further that the SaaS Services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. Black Box is not responsible for any delays, delivery failures, or other damage resulting from such problems. Black Box cannot guarantee any Internet level of performance, or that Customer’s data will not be stolen or lost during transmission over the Internet, even when Black Box is using industry-standard mechanisms, tools, software, hardware and other means to accelerate and/or safeguard the data of Customer during such transmission. Customer understands and agrees that Black Box hereby disclaims any and all guarantee of Internet performance, service interruptions, interceptions, degradation, errors, spoofing, spying, hacking, delays, defects, loss or theft of data which could occur during transmission of any form of data exchange between Customer Connectivity Services and the SaaS Services.
4.2 SaaS Service SLA. Black Box will use commercially reasonable efforts to meet or exceed the Service Levels set forth in the applicable SOW. To the extent the SOW specifies any Service Credits that are applicable to such Service Levels, Customer acknowledges and agrees that such Service Credits will be the sole and exclusive remedy with respect to Black Box’s failure to meet or exceed the specified Service Levels.
4.3 Support Services. Black Box will provide to Customer the general SaaS Service support services described in the applicable SOW (Black Box Governance) during the SaaS Term. Black Box is under no obligation to provide Support Services if Customer is in breach of the Agreement or with respect to: (i) any portion of the SaaS Services that have been altered or modified by anyone other than Black Box or its licensors; (ii) SaaS Services used other than in accordance with the SOW or the Documentation; (iii) discrepancies that do not impair or negatively affect the operation of the SaaS Services in any material respect; or (iv) any software not supplied by Black Box.
4.4 Exclusions. Except to the extent specifically set forth otherwise in the SOW, fees for SaaS Services do not include implementation, training, and other professional Services, such as project management, conversion, report writing, and external systems interface development. It is Customer’s responsibility to ensure that all appropriate users are adequately trained to enable Customer to effectively use the SaaS Services.
4.5 Updates to SaaS Services. Black Box may modify the functionality and features of the SaaS Services or release a new version of the SaaS Services from time to time, provided that (i) Black Box provides written notice of any major releases to the SaaS Services at least five (5) days before deployment to Customer and, (ii) no modifications will materially adversely degrade the functionality of the SaaS services.
4.6 Suspension. Black Box reserves the right to temporarily suspend Customer’s access to or use of the SaaS Services to address an advanced persistent threat, attack or intrusion to the SaaS Services for which Black Box reasonably believes that the suspension of the SaaS Services is necessary to protect the SaaS Services and/or Customer data therein. Any suspension pursuant to this Section will only be in effect for as long as necessary to address the issues giving rise to the suspension and, to the extent possible, will be limited only to the affected portions of the SaaS Services.
5. CERTAIN OBLIGATIONS
5.1 Access and Authentication; Security. Customer will designate and identify those of its employees who shall be authorized and entitled to have access to and use of the SaaS Services as an authorized user (“Authorized User”). Customer may integrate the SaaS Services with its enterprise identity provider (“IdP”) using Security Assertion Markup Language (“SAML”) 2.0, OpenID Connect (“OIDC”), or another mutually agreed-upon protocol. Alternatively, or in addition, Customer may utilize local password authentication for Authorized Users. Black Box will provide Customer’s designated administrator with initial login credentials; thereafter, Customer’s administrator is solely responsible for managing all local passwords and user credentials. Customer is solely responsible for: (a) the configuration, security, and administration of its IdP, if applicable; (b) managing Authorized User provisioning and deprovisioning; (c) managing all local passwords and user credentials through Customer’s designated administrator; (d) enforcing appropriate authentication policies, including multi-factor authentication; and (e) all activities occurring under Customer’s accounts, whether authenticated through Customer’s IdP or local credentials. Customer agrees to immediately notify Black Box of any unauthorized access to the SaaS Services or any other security incident known to Customer. Black Box shall have no liability for any loss or damage arising from (i) Customer’s failure to comply with these requirements, (ii) compromise of Customer’s IdP, local passwords, or authentication credentials, or (iii) Customer’s failure to timely deprovision terminated Authorized Users.
Black Box has reasonable and appropriate security measures in place designed to protect against the loss, misuse and alteration of the information under its control, however Black Box does not warrant that the SaaS Services will be uninterrupted, error free or free from unauthorized access.
Data contained in Customer’s account, excluding any and all software and licenses that were delivered with the Black Box SaaS Services infrastructure, remains the confidential property of Customer.
To protect against accidental loss of data, and as part of the maintenance of its own internal systems, Black Box may make copies of all files stored on the Black Box infrastructure, including data belonging to Customer and located in Customer’s account. Customer understands and agrees that it should maintain a primary electronic copy of all materials stored in its account, and it should not utilize these services as substitute for primary electronic file maintenance systems.
5.2 Customer data. Customer shall be solely responsible for the accuracy, quality, integrity and legality of Customer data and of the means by which it acquired Customer data.
5.3 Acceptable Use. Customer acknowledges and agrees that Black Box does not monitor or police the content of communications or data of Customer or its users transmitted through the SaaS Services, and that Black Box shall not be responsible for the content of any such communications or transmissions. Customer shall use the SaaS Services exclusively for authorized and legal purposes, consistent with all applicable laws and regulations. Customer agrees not to post or upload any content or data which (a) is libelous, defamatory, obscene, pornographic, abusive, harassing or threatening; (b) violates the rights of others, such as data which infringes on any intellectual property rights or violates any right of privacy or publicity; (c) introduces malware into the SaaS Services or (d) otherwise violates any applicable law. Customer further agrees not to negligently or intentionally interfere with or disrupt networks connected to the SaaS Services. Black Box may remove any violating content posted on the SaaS Services or transmitted through the SaaS Services, without notice to Customer. Black Box may suspend or terminate any user’s access to the SaaS Services upon notice in the event that Black Box reasonably determines that such user has violated the terms and conditions of this Schedule or the Agreement. The SaaS Services may be provided subject to the acceptable use policy of third party service providers of Black Box (“Third Party Provider AUP”). A copy of and/or URL of, each applicable Third Party Provider AUP is available from Black Box upon request. To the extent any third party service providers of Black Box require Customer’s agreement to or acknowledgement of any third party terms and conditions, Black Box will notify Customer thereof (including via the SaaS Services), and Customer’s failure to so agree or acknowledge will relieve Black Box of its SaaS Services obligations hereunder until such agreement or acknowledgement has been provided as required by such third party service providers.
5.4 Audit. From time-to-time, upon at least forty-eight (48) hours advance notice from Black Box to Customer, Black Box may, at its sole cost and expense, audit Customer’s use of the SaaS Services to determine whether Customer’s use is in compliance with the terms and conditions hereof. Any such audit shall be conducted during Customer’s regular business hours.
6.WARRANTIES, DISCLAIMER AND LIMITATION
6.1 Warranties. During the SaaS Term, Black Box warrants that SaaS Services will operate in all material respects in conformity with the Documentation.
6.2 Remedies. If the hosted SaaS Services do not perform as warranted, Black Box shall use commercially reasonable efforts to correct Defects. As Customer’s exclusive remedy for any claim under this warranty, Customer shall promptly notify Black Box in writing of its claim. Provided that such claim is determined by Black Box to be Black Box’s responsibility, Black Box shall, within thirty (30) days of its receipt of Customer’s written notice, (i) correct such Defect; (ii) provide Customer with a plan reasonably acceptable to Customer for correcting the Defect; or (iii) if neither (i) nor (ii) can be accomplished with reasonable commercial efforts from Black Box, then Black Box may terminate the affected SaaS Service, and Customer will be entitled to a refund of the pre-paid portion of the fees paid for the affected SaaS Service. The preceding warranty cure shall constitute Black Box’s entire liability and Customer’s exclusive remedy for cure of the warranty set forth herein. If Customer elects not to terminate the SaaS Service, Customer waives all rights for the applicable warranty cure set forth herein.
6.3 Exclusions. Black Box is not responsible for any claimed breach of any warranty set forth in Section 6.1 caused by: (i) modifications made to the hosted Black Box Software by anyone other than Black Box; (ii) the combination, operation or use of the hosted Software with any items not certified by Black Box; (iii) Black Box’s adherence to Customer’s specifications or instructions; (iv) Defects caused by or related to Internet connections or (v) Customer deviating from the hosted Software operating procedures described in the Documentation.
6.4 Third-Party Software. Customer acknowledges that certain modules of the SaaS Services may contain third party software (“Third-Party Software”). Black Box may add and/or substitute functionally equivalent products for any third-party items in the event of product unavailability, end-of-life, or changes to software requirements. The provision of Third-Party Software is subject to availability from Third-Party Software providers and Black Box shall have no liability should such Third-Party Software become unavailable for any reason or is no longer available under reasonable commercial terms. Customer’s use of any Third-Party Software shall be subject to, and Customer and users shall comply with, this Schedule and any applicable Third-Party EULAs. Black Box makes no warranty with respect to any Third-Party Software. Customer’s sole remedy with respect to such Third-Party Software shall be pursuant to the original licensor’s warranty, if any, to Black Box, to the extent permitted by the original licensor. Third-Party Software is made available on an “AS IS, AS AVAILABLE” BASIS.
6.5 Additional SaaS Services Disclaimer. IN ADDITION TO THE WARRANTY DISCLAIMER SET FORTH IN THE MASTER ORDER AGREEMENT: THE WARRANTIES SET FORTH IN THIS SECTION ARE IN LIEU OF, AND BLACK BOX, ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, (i) ANY WARRANTY THAT THE SAAS SERVICES, ARE DEFECT-FREE OR WILL OPERATE WITHOUT INTERRUPTION OR THAT ALL DEFECTS WILL BE CORRECTED; (ii) ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, (iii) ANY WARRANTY THAT CONTENT AND/OR THIRD PARTY SOFTWARE WILL BE ACCURATE, RELIABLE AND DEFECT-FREE AND (iv) ANY AND ALL IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. NO ADVICE, STATEMENT OR INFORMATION GIVEN BY BLACK BOX, ITS AFFILIATES, CONTRACTORS OR EMPLOYEES SHALL CREATE OR CHANGE ANY WARRANTY PROVIDED HEREIN. Customer acknowledges that use of or connection to the Internet provides the opportunity for unauthorized third parties to circumvent security precautions and illegally gain access to the SaaS Services and Customer data. Accordingly, Black Box cannot and does not guarantee the privacy, security or authenticity of any information so transmitted over or stored in any system connected to the Internet. ANYTHING TO THE CONTRARY HEREIN NOTWITHSTANDING, BLACK BOX MAKES NO REPRESENTATIONS OR GUARANTEES OF ANY SPECIFIC FINANCIAL OUTCOMES OR RESULTS FROM USE OF THE SAAS SERVICES.
6.6 Additional SaaS Services Limitation of Liability. IN ADDITION TO THE LIMITATION OF LIABILITY SET FORTH IN THE MASTER ORDER AGREEMENT: IN ALL EVENTS, BLACK BOX’S AGGREGATE LIABILITY TO CUSTOMER FOR CLAIMS RELATING TO THIS SCHEDULE, ANY INCORPORATING SOW OR THE SAAS SERVICES, WHETHER FOR BREACH OF CONTRACT OR IN TORT OR UNDER ANY OTHER THEORY OF LIABILITY, SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY CUSTOMER TO BLACK BOX UNDER THE APPLICABLE INCORPORATING SOW DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY BEFORE THE CLAIM WHICH GAVE RISE TO THE LIABILITY AROSE.
IntelliPact SaaS Services License Rev. 1 (Effective February 25, 2026)
