Billing Terms

These Billing Terms govern the application of fees set forth in any Work Order to the Services. These Billing Terms may change from time to time as determined in the sole discretion of Intralinks, Inc. (“Intralinks”), notwithstanding any other requirements for modifications or amendments that exist in the applicable Work Order or Master Services Agreement. Any changes to these Billing Terms shall become effective upon Intralinks making them available at this URL or via any other notification provided by Intralinks to Client.

1. FEES

"Usage Fees" include the Base Fee and all incremental storage fees, if any, and exclude fees for Optional Services. The Base Fee shall be invoiced beginning upon commencement of the Use Period. Usage Fees as well as scanning charges, if any, shall be payable notwithstanding whether or when Client opens an Exchange to End Users, unless failure to open an Exchange is due to Intralinks' default, negligence, or willful misconduct. Fees shall be calculated using the decimal definition of storage terms. Each Upload of Pages/Megabytes exceeding the included Use Limit set forth in the Work Order as measured across all Exchanges shall be billed according to the incremental Fees set forth in the Work Order and when incurred and the total number of Uploads of Pages/Megabytes shall represent the “Actual Use” by Client. Fees for Optional Services shall be billed as and when incurred. Storage will be totalled across all Exchanges for purposes of measuring usage against applicable limits. Incremental storage fees and charges for Optional Services will be invoiced as and when incurred.

Client may request that Intralinks enable functionality to allow Client to self-create Exchanges. Provided that Client designates a primary contact(s) at the creation of the Exchange, Client’s primary contact(s) shall receive a system-generated alert that the Use Period is about to expire. If Client has not deleted the Exchange(s) licensed hereunder at the end of the applicable Use Period, and so long as no notice of termination of this Work Order has been given, such Use Period will be extended automatically for successive monthly or multi-monthly periods, as specified above, until the last Exchange is deleted by or at the written direction of Client. No pro rata determination or reduction shall be made with respect to partial use of Exchanges under the Work Order. The Use Period Extension fee shall be payable with respect to every Use Period Extension.

If Pro-rated Extension is applied:

The Included Use Limit for Use Period Extension(s) shall be the greater of the Included Use Limit set forth above or the Actual Use on the day immediately prior to the first day of the respective Use Period Extension. Incremental Fees and Fees for Optional Services shall be billed as and when incurred.

Any increases made during Use Period Extension shall be subject to payment of incremental fees. The Use Period Extension Fee and Incremental Fees shall be payable with respect to every monthly or multi-month Use Period extension occurring from the end of the initial Use Period through the date the last Exchange is deleted - no pro rata determination or reduction shall be made with respect to partial use of Exchanges under this Work Order. The Work Order shall continue in effect until all Exchanges created hereunder are deleted.

If Fixed Extension is applied:

Client shall pay a fee to Intralinks equal to the Included Use Limit or the total aggregate usage, whichever is greater, multiplied by the Fixed Price Extension (the “Fixed Price Extension Fee”) for every Use Period Extension. Whenever Client exceeds the Included Use Limit within the initial Use Period, the applicable incremental fee shall be payable (“Incremental Fee”). The Incremental Fee will be the same fee as the first incremental tier for any overage(s) incurred during the Use Period Extension.

Any increases made during Use Period Extension shall be subject to payment of incremental fees. The Fixed Price Extension Fee and Incremental Fees shall be payable with respect to every monthly or multi-month Use Period extension occurring from the end of the initial Use Period through the date the last Exchange is deleted - no pro rata determination or reduction shall be made with respect to partial use of Exchanges under this Work Order. The Work Order shall continue in effect until all Exchanges created hereunder are deleted. 

2. BINDING TERMS:

Capitalized terms not otherwise defined herein have the meanings ascribed to them in the applicable Agreement or Work Order. In the event of any inconsistency or conflict between these Billing Terms and the Agreement or Work Order, these Billing Terms shall govern solely with respect to the Services provided under the applicable Work Order.