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. USE PERIOD AND FEES

"Usage Fees" include the Base Fee as defined above and all Incremental Fees, or any one time fees, if any, and exclude Fees for Optional Services. The Base Fee shall be invoiced on the first day of the Included Use Period. Each Upload of Pages/Megabytes exceeding the Included Use Limit set forth above as measured across all Exchanges shall be billed according to the Incremental Fees set forth above as 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. Fees shall be calculated using the decimal definition of storage terms. Usage Fees as well as Fees for Optional Services, if any, shall be payable notwithstanding whether or when Client opens any Exchange(s) to End Users, unless the failure to open any Exchange(s) to End Users is caused by Intralinks' default, gross negligence, or willful misconduct.

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 at the end of the Included Use Period at least one (1) Exchange exists under this Work Order, a Use Period Extension as defined above shall apply and as long as at least one (1) Exchange exists under this Work Order, further Use Period Extensions shall apply. This Work Order shall continue in effect until notice of termination is given or all Exchanges created hereunder are deleted and this Work Order shall end on the last day of the last Use Period Extension. No pro rata determination or reduction shall be made with respect to partial use of Exchanges under this Work Order. The Use Period Extension Fee as defined above shall be payable with respect to every Use Period Extension.

The Included Use Limit for Use Period Extension(s) as defined above 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.

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.