Appian Cloud Subscription Agreement and CSLA US
Appian Cloud Subscription Agreement and CSLA US
This Cloud Subscription Agreement (“Cloud Subscription Agreement”) is by and between Appian Corporation, with its principal
offices at 11955 Democracy Drive, Reston, Virginia 20190 (“Appian”) and the Subscriber identified on the applicable Order Form.
This Cloud Subscription Agreement is effective as of the last date this Cloud Subscription Agreement is signed in the signature block
below (“Effective Date”). Appian and Subscriber may be referred to individually as a “Party” or jointly as the “Parties.”
1. DEFINITIONS The terms defined in this Section 1 and any other capitalized terms defined in the other sections of this
Cloud Subscription Agreement have the meanings stated.
1.1 “Agreement” means, collectively, this Cloud Subscription Agreement and any Order Forms.
1.2 “Cloud Offering” means Appian’s baseline software (including all updates and enhancements to the same that Appian
provides under section 4 of this Cloud Subscription Agreement), the Documentation, and the information technology infrastructure
used to make Appian’s software available to Subscriber over the Internet.
1.3 “Data” means the data, information or material that Subscriber or its Users submit to the Cloud Offering under this
Agreement. Data shall not include anything initially provided to Subscriber by Appian.
1.4 “Documentation” means the contents provided under the documentation section of the Appian Community website,
https://docs.appian.com, or other URL as notified to the Subscriber in writing from time to time.
1.5 “Order Form” means one or more order forms signed by the Parties in the general form set forth in Schedule 2 hereof.
1.6 “User” means an employee, contractor or subcontractor of Subscriber who has a user account in the Cloud Offering allowing
him/her to authenticate into the Cloud Offering.
2. SUBSCRIPTION
2.1 License. During the term of the subscriptions that Subscriber purchases, Appian grants Subscriber a non-transferable,
nonexclusive license to access the Cloud Offering via a username and password over the Internet. Subscriber may use the licenses
purchased under this Agreement for Subscriber’s general business purposes, unless the applicable Order Form restricts Subscriber’s
use to a particular application, in which case Subscriber may only use the Cloud Offering in connection with the specified application.
2.2 Restrictions. Except to the extent expressly authorized in this Agreement or in the Documentation, Subscriber may not: (i)
reverse engineer, disassemble, decompile or otherwise attempt to access or determine the source code of the Cloud Offering, (ii)
operate the Cloud Offering for use by third parties or otherwise operate the Cloud Offering on a service bureau basis, (iii) modify,
copy, reproduce or create a derivative from the Cloud Offering, in whole or in part, or (iv) allow, permit or assist any party to do any
of the foregoing. In addition, unless expressly authorized by Appian in the applicable Order Form, Subscriber agrees not to use the
Cloud Offering in circumstances in which errors or inaccuracies in the content, functionality, services, data or information provided by
the Cloud Offering or the failure of the Cloud Offering, could lead to death, personal injury, or severe physical or environmental
damage.
2.3 Users Accounts. Only the identified individual associated with a particular User account can access the Cloud Offering using
that account. User accounts may not be shared among individuals, or used to provide access to the Cloud Offering to individuals who
are not the individual associated with the corresponding User account. Subscriber may not activate and de-activate User accounts on a
daily or other regular basis in order to circumvent license restrictions. To the extent that Subscriber configures Appian’s software to
be accessed or used through a separate system or interface (e.g. “headless”), users of the Appian software through such separate
system or interface must be licensed under this Agreement, regardless of whether such person has an Appian User account or
authenticates into the Cloud Offering. If Subscriber exceeds the number of licensed Users set forth in the effective Order Form(s),
Subscriber shall purchase such additional User subscriptions necessary to bring Subscriber into compliance, with the date of such
purchase retroactive to most recent Order Form between the parties and for a term equal to the longer of the remainder of the term of
Subscriber’s current subscription or one year. Such additional User subscriptions shall be at Appian’s current list fees irrespective of
any discounts offered to Subscriber in any Order Form.
2.4 Subscriber Responsibilities. Subscriber must use the Cloud Offering in accordance with all applicable laws. Subscriber is
responsible for the password security of User accounts and the level of access granted to an individual User by Subscriber’s Cloud
Offering administrators, as well as any other security configurations set by Subscriber. Subscriber is responsible for any violation of
this Agreement by its Users. Subscriber shall promptly report to Appian any copying or distribution of the Cloud Offering in violation
of this Agreement that is known or suspected by Subscriber and provide Appian with reasonable assistance to stop such violation.
2.5 Security. Appian will maintain an annual Service Organization Control (SOC) Report (or other similar or replacement report
as the industry adopts) in connection with the Cloud Offering (“SOC Report”). Subject to agreed upon usage terms, Appian will
provide Subscriber with Appian’s then current SOC Report. During the term of this Cloud Subscription Agreement, Appian will
maintain such security measures identified in the then current SOC Report or, if Appian determines that more effective measures
should be implemented, apply such replacement security measures. Subscriber may perform security testing with respect to the Cloud
Offering, but only with Appian’s prior written consent, not to be unreasonably withheld.
2.6 Intellectual Property Rights. The Cloud Offering and all intellectual property rights therein are licensed to Subscriber, not
sold. All rights in the Cloud Offering not provided to Subscriber under this Agreement are retained by Appian and its licensors.
3. DATA As between the Parties, the Data belongs to Subscriber. Subscriber is responsible for responding to any notices sent
to Subscriber (or any User) by any third party claiming that the Data violates such party’s rights. Subscriber grants Appian a
worldwide, irrevocable, royalty-free, nonexclusive, sublicensable right during the term of this Cloud Subscription Agreement to use
the Data as necessary to perform this Agreement. Appian shall backup the Data on a nightly basis. The Data shall be retained for at
least twenty eight (28) calendar days.
4. MAINTENANCE SERVICES
4.1 Maintenance Services. Appian shall provide Subscriber with the following maintenance services (“Maintenance Services”)
during the term of the Subscriber’s subscription to the Cloud Offering:
a. Updates. Appian will install the upgrades and patches to the Cloud Offering that become available.
b. Technical Support. Subscriber shall designate up to two (2) Subscriber employees to coordinate Subscriber’s requests for
Maintenance Services. Subscriber’s Maintenance Services contacts may report problems and seek assistance regarding Subscriber’s
use of the Cloud Offering using Appian’s online technical support case management system, by telephone using Appian’s authorized
technical support phone line, or using any other means that Appian may authorize from time-to-time. Subscriber’s Maintenance
Services contacts may track Technical Support requests using Appian’s case management system. Subscriber shall email
[email protected] with Subscriber’s Maintenance Services contacts promptly on or after the Effective Date. Subscriber may
change its Maintenance Services contacts using Appian’s case management system.
4.2 Remote Maintenance Only. Maintenance Services do not include on-site or in-person assistance or consultation, or training
that would normally be provided in formal training classes.
4.3 Scheduled Maintenance. Appian may specify up to a contiguous four (4) hour period during off peak hours when the Cloud
Offering will not be available and during which Appian can provide any needed maintenance. Appian will use reasonable efforts to
provide one week prior notice of all scheduled maintenance periods, provided that Appian may without prior notice suspend the Cloud
Offering to install emergency patches or other urgent corrective measures.
5. CHARGES AND PAYMENT OF FEES Fees and charges are due and payable within 30 calendar days of Appian’s
invoice date. Amounts not timely paid shall incur interest at the lower of 1.5% per month, or the highest amount permitted under
applicable law. All fees and charges are exclusive of all taxes, levies, or duties imposed by taxing authorities (“Taxes”). Subscriber is
responsible for paying all such Taxes, excluding only Taxes based solely on Appian’s income, at point of sale. Any exemption to
such Taxes is dependent upon Appian’s receipt of legally required documentation of such exemption. All payments due under this
Agreement shall be made without any withholding, unless required by law. If Subscriber is required to withhold, Subscriber will
provide Appian with documentation evidencing payment. If, and to the extent, that Appian is unable to claim an income tax credit for
the full amount withheld, Subscriber shall pay the unrecouped amount to Appian. Except as expressly set forth in this Agreement, all
orders for licenses and services are non-cancelable and all payments are non-refundable.
6. CONFIDENTIALITY
6.1 Confidential Information. "Confidential Information" means any information disclosed in writing or orally by one Party
(the “Discloser”) to the other Party (the “Recipient”) and includes (a) information marked as confidential, (b) the Cloud Offering and
the Documentation, (c) the terms of this Agreement (except as necessary to enforce the terms hereof), and (d) information that is
reasonably understood to be confidential under the circumstances of disclosure or the nature of the information disclosed.
6.2 Non-Disclosure. The Recipient agrees to use the same degree of care to avoid unauthorized use or disclosure of the
Discloser’s Confidential Information as it uses to protect its own information and data of like importance, but in no event using less
than a reasonable degree of care (with respect to Appian’s obligations in connection with the Cloud Offering, such reasonable degree
of care shall be defined as the measures identified in the then current SOC Report). Acting in accordance with the foregoing standard,
the Recipient agrees to disclose the Discloser’s Confidential Information only to its employees or Users (or, in the case of Appian,
authorized subcontractors) who (i) have a need to know the same, and (ii) are subject to binding confidentiality obligations with the
Recipient that are at least as restrictive regarding limitations on use and disclosure as those in this Section.
6.3 Exceptions. The foregoing restrictions will not apply to information that (a) is known to the Recipient at the time of receipt,
(b) has become publicly known through no wrongful act of the Recipient, (c) has been rightfully received from a third party authorized
to make such communication without restriction, (d) has been independently developed by the Recipient as evidenced by written
records, (e) has been approved for release by written authorization of the Discloser, or (f) is required by law to be disclosed; provided
that if the Recipient is required to disclose the Discloser’s Confidential Information pursuant to an order under law, the Recipient
must, if lawful, promptly notify the Discloser and cooperate in all reasonable respects with the Discloser’s requests in connection with
obtaining a protective order.
By: By:
1. DEFINITIONS- The terms defined in this Section 1 as well as terms defined in the Cloud
Subscription Agreement (or similar master terms and conditions) agreed to between the parties (the
“Agreement”) are applicable to this Service Level Agreement. Subscriber’s level of Service (Standard
or Premier) will be identified in Subscriber’s Order Form.
a. Core Functionality means the ability to use the Cloud Offering to: (i) load a designer
interface; (ii) publish a generic process; (iii) launch a generic process (including accepting a generic
task and entering a generic form); (iv) access a generic dashboard; or (v) run a generic report.
b. Correction means, without limitation, workarounds, support releases, component
replacements, patches and/or documentation changes, as Appian deems reasonably appropriate.
c. High Availability - High Availability means that Subscriber’s production instance of the Cloud
Offering will be provided simultaneously through three Availability Zones without a single point of
failure. (Appian’s standard Cloud Offering provides service through a single Availability Zone only.)
Each Availability Zone will be located in the Subscriber’s selected region. Appian will maintain such
servers and storages necessary to keep up to date with Subscriber’s applications and data in order to
operate Subscriber’s Cloud Offering in such three Availability Zones. As a part of the High Availability
Offering, Appian will provide Subscriber with a Recovery Point Objective (RPO) of 1 minute and a
Recovery Time Objective (RTO) of 15 minutes. RPO means that the Subscriber data restored to the
High Availability Cloud Offering will be no older than 1 minute prior to the event that led to the Cloud
Offering no longer writing data to the High Availability database servers. RTO means that the High
Availability Cloud Offering will be unavailable for no longer than 15 minutes in the event of
unscheduled unavailability of the Cloud Offering for any reason within the control of Appian or
Appian’s service providers. Appian’s exclusive obligation and Subscriber sole remedy for any failure
by Appian to meet the RTO or RPO in a month will be Subscriber’s right to a 100% Service Credit
against the Premier Support (including High Availability for Production) fees payable for that month.
d. Issue means, collectively, a Priority 1, Priority 2, Priority 3 or Priority 4 Issue.
i. Priority 1 Issue means a User is unable to access the login page on a production instance
of the Cloud Offering using the User’s then current username and password.
ii. Priority 2 Issue means a User is unable to operate the Core Functionality on a production
instance of the Cloud Offering using the User’s then current username and password.
iii. Priority 3 Issue means a functional feature of the Cloud Offering is impacted, but it is
feasible to continue production/development, as the issue is not critical or a workaround is
feasible.
iv. Priority 4 Issue means all other issues which are not Priority 1, 2 or 3.
e. Proactive Guidance means advice from an Appian lead engineer on issues that may affect
performance of Subscriber’s instance of the Cloud Offering.
2. SERVICE OBLIGATIONS - Appian’s service obligations are dependent on Subscriber’s level
of Service, as set forth in the following chart:
Type Standard Premier
Maintenance Services contacts 2 12
Online case management ☑ ☑
Phone support ☑ ☑
Live screen sharing ☑ ☑
Discussion forums ☑ ☑
Knowledge base ☑ ☑
Business hours support ☑ ☑
24x7x365 support ☑
High Availability for Production
RTO: 15 minutes
RPO: 1 minute ☑
Lead engineer ☑
Proactive Guidance ☑
New release planning ☑
Bring Your Own Encryption Key ☑
Enhanced Data Pipeline* ☑
Log Streaming* ☑
<99.0% 30%
Priority 2 <99.0% 15%
*Credit percentages are as a percentage of monthly applicable Subscription Fee. If the Subscription
Fee for the Cloud Offering is paid other than monthly, the monthly subscription fee shall be calculated
as the pro rata equivalent of one month of the subscription fee specified in the applicable Order Form.
c. Requesting Service Credits - Subscriber must request Service Credits, in writing, within 30
calendar days after Appian provides the corresponding Correction. Service Credits not requested
within this time shall expire.
d. Exclusions. Issues caused by any of the following situations shall not trigger Appian’s
obligations under this Service Level Agreement:
i. Any time the Cloud Offering is not available as a result of scheduled maintenance
activities, Subscriber initiated maintenance or any other agreed-to scheduled downtime
activity;
ii. Unavailability of or errors in the Cloud Offering due to the following, to the extent
developed by or incorporated by Subscriber or its agents: (I) modifications or plug-ins to
the Cloud Offering, or (II) unsupported programming, unsupported integrations or
malicious activities;
iii. Unavailability of or errors in the Cloud Offering as a result of Subscriber using the Cloud
Offering contrary to the then current Documentation;
iv. Events outside Appian’s reasonable control, not caused by Appian’s fault or negligence,
or Subscriber provided infrastructure or integration being unavailable;
v. Any time the Cloud Offering is not available as a result of Subscriber exceeding the
resources allocated under the applicable Order Form, as described in the configuration
and associated infrastructure section of the Order Form.
e. Termination - Subscriber may terminate the Agreement for cause if Appian refunds to
Subscriber the maximum amount of Service Credits to Subscriber for Priority 1 Issues in any two
consecutive months, provided Subscriber notifies Appian of its intent to elect this remedy, in writing,
within 30 calendar days after the second month.