Effective February 8, 2026

OnBase/Perceptive Content/Brainware

Cloud Service

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DEFINITIONS 

“Development Sandbox Environment” means a separate instance of the Product, for use by Customer solely as a Non-Production Environment in accordance with the Documentation for the limited purpose of functional testing of the Product and environment, provided that such instance shall be licensed for use by up to twenty-five (25) concurrent users, and shall be capable of storing up to one hundred (100) gigabytes of data.  

“Pre-Production Environment” means a separate instance of the Product, for use by Customer solely as a Non-Production Environment in accordance with the Documentation for the limited purpose of functional testing of the Product and environment, provided that such instance shall be licensed for use by up to one hundred (100) concurrent users, and shall be capable of storing up to five hundred (500) gigabytes of data.

“SaaS Security Attachment” means the document available at https://legal.hyland.com/saas-security-attachment.  These processes and procedures described in the SaaS Security Attachment may be updated from time to time, but will not be materially reduced.  

“Service Class” means the applicable service level commitment purchased by Customer, as described in the Service Class Manual.  

“Service Class Manual” means the latest version of the manual describing any available Service Classes, as posted by Hyland from time to time on a website designated by Hyland, currently available at https://legal.hyland.com/service-class-manual. 

TERMS

1. Non-Production Environments. Customer may purchase limited access to Development Sandbox Environments or Pre-Production Environments, or both. Hyland agrees that the security measures described in the SaaS Security Attachment are also applied to the Development Sandbox Environment(s) and Pre-Production Environment(s).  

2.   Service Class. Hyland will provide the Product in accordance with the Service Class Manual based on the Service Class purchased by the Customer for the applicable Product Subscription. The initial Service Class purchased by Customer is set forth in the initial Order Form. Hyland may modify the applicable Service Class Manual from time to time, provided that any modifications will not be effective until the next renewal of Customer's applicable Product Subscription. To the extent Service Class upgrades or downgrades are available and related to the Product purchased by Customer, Customer may upgrade the Service Class at any time, but any downgrade will not be effective until the beginning of the next renewal of Customer's applicable Product Subscription.

 
3.  Security.  During the term of the Agreement, Hyland shall maintain a security program which shall conform to the SaaS Security Attachment; provided, however, that if Customer purchases the Software hosted on Hyland Managed Government Cloud Platform, the following applies in lieu of the SaaS Security Attachment: 

As of April 10, 2024, the Software as deployed on the Hyland Managed Government Cloud Platform, achieved TX-RAMP Level 2 Certified Cloud status with respect to the requirements of TX-RAMP which were in effect as of such date (the “Certified TX-Ramp Requirements”); and during the term of the Product Subscription, the Cloud Service shall be offered by Hyland in accordance with such Certified TX-Ramp Requirements, or any such re-certification subsequently obtained by Hyland. 

Customer acknowledges and agrees that it may be necessary for Customer, at Hyland’s direction, to transfer Customer Data from the Cloud Service to a separate data portal maintained by Hyland in order for Hyland to perform certain of its obligations under the Agreement (which may include, but is not limited to, Hyland analyzing log files related to the Cloud Service); and in such cases, Customer acknowledges that such separate data portal may not meet the Certified TX-Ramp Requirements and Customer hereby consents to such transfers, as well as the temporary storage of such Customer Data which may be needed to perform such activities. Failure by Customer to provide Customer Data as contemplated by this paragraph will relieve Hyland of its obligations to fulfill its obligations which are impacted by such failure.

4. Customer shall designate its Customer Security Administrator. “Customer Security Administrators” (also referred to as “CSA(s)”) are individuals designated by Customer who are authorized to submit configuration change requests, speak authoritatively on behalf of Customer’s Product and shall receive and provide, as applicable, all notifications related to maintenance, security, service failures and the like. If Customer fails to designate the initial CSA, Hyland may at its option, designate the initial CSA as the individual who executed the Agreement on behalf of Customer.    

5. Customer acknowledges that it is Customer’s responsibility to ensure that Customer is running a Cloud Compatible Version of the Software in accordance with Hyland’s Cloud Software Version Policy available at Hyland’s end user website (currently, community.hyland.com); Customer’s failure to comply with Hyland’s Cloud Software Version Policy shall be considered a material breach of the Agreement, and Customer acknowledges that Hyland has no liability for any damages caused by its failure to comply with this Policy. 

6. FOR HEALTHCARE CUSTOMERS ONLY. 

6.1 Definitions.

“Ambulatory Surgery Centers” means a facility that performs outpatient surgery and/or procedures (i) to which Customer grants access to Customer’s EMR system; and (ii) for which Customer has paid to Hyland the requisite fees.

“Community Connect Provider Practice” means a Provider practice (i) to which Customer grants access to Customer’s EMR system; and (ii) for which Customer has paid to Hyland the requisite fees.

“Community Connect User(s)” means: Community Connect Hospital(s), Community Connect Provider Practice(s), and Ambulatory Surgery Centers.

“Community Connect Hospital” means a hospital (i) which has less than two hundred and fifty (250) licensed beds (as most recently reported by Customer for such hospital), (ii) to which Customer grants access to Customer’s EMR system; and (iii) for which Customer has paid to Hyland the requisite fees.

6.2 Use by Community Connect User. The Product may also be used by a Community Connect User solely to manage its own medical records function through Customer's EMR system. 

6.3 Community Connect Hospitals. For each Community Connect Hospital to which Customer wishes to grant access to the Product as a Community Connect User, Customer shall pay Recurring Fees, as applicable, in an amount determined by multiplying the number of licensed beds for such Community Connect Hospital (at the time of such payment) by Hyland’s then-current Community Connect Hospital Recurring Fee. 

6.4 Community Connect Provider Practices. For each Community Connect Provider Practice to which Customer wishes to grant access to the Product as a Community Connect User, Customer shall pay additional Recurring Fees, in an amount determined by multiplying the number of providers in such practice (at the time of such payment) by Hyland’s then-current Community Connect Provider Practice Recurring Fee. 

6.5 Ambulatory Surgery Centers. For each Ambulatory Surgery Center to which Customer wishes to grant access to the Product as a Community Connect User, Customer shall pay additional Recurring Fees, as applicable, in an amount determined by multiplying the number of operating/procedure rooms for such Ambulatory Surgery Center (at the time of such payment) by Hyland’s then-current Ambulatory Surgery Center Recurring Fee. 

6.6 Community Connect Users Reports. From time to time, but no less than annually, Customer shall report to Hyland, as applicable, (i) the number of licensed beds for each Community Connect Hospital, (ii) the number of Providers in each Community Connect Provider Practice, and (iii) the number of operating/procedure rooms for each Ambulatory Surgery Center that is a Community Connect User hereunder. If the number of licensed beds, Providers or operating/procedure rooms, as applicable, increases based upon the reports contemplated herein, Customer shall pay additional Recurring Fees to Hyland in an amount equal to the number of such additional licensed beds, Providers or operating/procedure rooms, multiplied by Hyland’s then-current Recurring Fee for the applicable Community Connect Users. 

6.7 Indemnification. Customer understands and agrees that Community Connect Users may use the Product only in compliance with the terms of the Agreement, and that Customer shall indemnify Hyland from and against all claims, liabilities, losses, damages and costs, including, but not limited to, reasonable attorneys’ fees and court costs, which are suffered or incurred by Hyland and arise from or in connection with the breach or noncompliance with the terms of the Agreement by any Community Connect User. 

6.8  EPIC; Audit Rights in Connection with EPIC Marketplace Purchases. Subject to the following requirements, if Customer purchases from Hyland the rights to use the Product, which constitutes an “App” distributed under the vendor services program managed by Epic Systems Corporation (“EPIC”) (as the same may be amended from time to time), Hyland hereby grants to Customer the right to conduct an audit to verify Hyland’s compliance with the terms and conditions found in the Vendor Services Development Agreement (which is the agreement that authorizes the distribution by Hyland of such Product, as amended from time to time) between Hyland and EPIC (“EPIC Vendor Agreement”). Such audit shall be conducted on a mutually agreed upon date and time, and Hyland will provide reasonable cooperation to provide all such pertinent information and data expressly requested by Customer; all such information and data produced by Hyland for such audit shall be made available to Customer from the applicable Hyland location(s). To the extent a material non-compliance by Hyland with the terms of such EPIC Vendor Agreement is identified and confirmed, Hyland shall bear the reasonable and actual costs and expenses incurred by Customer in conducting such audit. 

7.  Amended Terms and Conditions for Hyland Software Germany GmbH.  If Hyland is Hyland Software Germany GmbH, the additional or alternative terms and conditions set forth in the Exhibit A below shall apply:

Exhibit A 

If Hyland is Hyland Software Germany GmbH, this Exhibit A shall apply:

Section 6.7 (Indemnification) is replaced with the following provision: 

“Indemnification. Customer understands and agrees that Community Connect Users may use the Product only in compliance with the terms of the Agreement, and that Customer shall indemnify Hyland from and against all claims, liabilities, losses, damages and costs, including, but not limited to, reasonable attorneys’ fees and court costs, which are suffered or incurred by Hyland and arise from or in connection with a culpable breach of this provision by the Customer.”