FairWarning Cloud Services.

Imprivata offers three FairWarning Cloud Services platforms: (i) the Cloud Security Platform, (ii) the Drug Diversion Intelligence Platform, and (iii) the Patient Privacy Intelligence Platform (each individually a “Base Subscription”). Each Base Subscription is purchased separately and further described below.

1. Cloud Security Platform. If Customer is purchasing the Cloud Security Platform Base Subscription, Customer shall purchase the Base Subscription and a subscription for each third party data source that Customer wants to monitor (e.g., Salesforce, O365, etc.) (each a “Data Source Subscription). The Cloud Security Platform Base Subscription includes unlimited storage for Customer’s retained active and archived data for Customer’s Data Source Subscriptions based on the Base Statistics (defined below).
2. Drug Diversion Intelligence Platform (“DDI”) and Patient Privacy Intelligence Platform (“PPI”). If Customer is purchasing DDI or PPI, Customer shall purchase the Base Subscription and a subscription for each supported third party data source that Customer wants to monitor (e.g., third party EMR providers) (each a “Data Source Subscription”). The DDI and PPI Base Subscriptions include up to three (3) employee data sources (e.g., Active Directory, human resources platform, etc.) and unlimited storage for Customer’s retained active and archived data. Imprivata offers DDI and PPI Managed Services which are further described in the Managed Services appendix.

Pricing Metrics and Change-of-Scope Fee Adjustments.

1. Customer shall purchase a Base Subscription and a Data Source Subscription(s) to access the Cloud Service. Pricing for the Base Subscription is based on the number of unique individual user IDs across all Data Source Subscriptions monitored by the applicable Cloud Service (“Data Source User”). Customer shall provide Imprivata with the current number of Data Source Users and represent and warrant to the accuracy of such Data Source Users in the Order Form (the “Base Statistics”). Customer agrees that if the Base Statistics increase by more than ten percent (10%) during the Subscription Term, the parties shall adjust the Base Statistics accordingly and Imprivata shall have the right to increase the recurring subscription fees identified in that Imprivata Order Form (“Subject Annual Fees”) by a corresponding percentage according to the methodology described below. Imprivata will invoice Customer for such adjusted Subject Annual Fees and Customer shall remit payment according to the Agreement. Customer shall receive at least two months’ advance notice before any such fee adjustments take effect.
2. Methodology:
   1. Measurement Dates & Periods: Every six (6) months beginning on the effective date of the Subscription Term (each a “Measurement Date”), Imprivata will review the Data Source Users through information provided to Imprivata through the Data Source Subscriptions. If the Data Source Users on a Measurement Date have increased by ten percent (10%) or more over the Base Statistics, then the Base Statistics will be reset at such Data Source Users amount and Imprivata shall provide advance written notice to Customer that all Subject Annual Fees to be paid by Customer for the remainder of the Subscription Term shall be increased by the same percentage increase in the Data Source Users over the Base Statistic. The increased Subject Annual Fees shall be due prospectively for the remainder of the Subscription Term (including any renewals thereof) unless subsequently adjusted under this provision or the parties agree in writing to reset the Base Statistic values.
   2. Customer Validation Period: After receiving written notice of any such increase in Subject Annual Fees, Customer shall have thirty (30) days to review Imprivata’s findings of the adjusted Base Statistics. The parties shall work in good faith to validate the number of Data Source Users and eliminate any misleading increases, decreases, or omissions that do not fairly and reasonably represent a change in the Data Source User numbers.