Flex Program Terms

Flex Licensing Program Terms

Upon at least 30 days’ notice prior to the end of the first or second annual period under the applicable Quote, Customer shall have the right to elect to terminate its subscription to certain Proofpoint Product(s) listed as eligible below & on the applicable anniversary date and to allocate the value of the Subscription Fees for the terminated product to a subscription to a new Proofpoint Product or Products and related capacity from a platform listed as eligible below pursuant to these Proofpoint Flex Licensing Program Terms.

1. The Proofpoint Flex Licensing Program is only available for Enterprise Customer (as defined by Proofpoint segmentation) subscriptions with a subscription term length for all Proofpoint Products of three years or greater with annual payment obligations of a minimum of $100k (received by Proofpoint).

2. The subscription to the new Proofpoint Product shall begin on the first day of the next annual period through the remainder of the Subscription Term.

3. Professional Services fees for implementation of the new Proofpoint Product are not included.

4. There shall be no credits or refunds for unutilized amounts of the value of the terminated product subscription at the end of an annual period or at the end of the Subscription Term.

5. Customer shall accept any additional contractual terms necessary for the subscription to the new Proofpoint Product.

6. Proofpoint Product solution sets may not be terminated by component product.

7. Proofpoint shall determine if products that are subsequently acquired by Proofpoint are included in this program.

8. Proofpoint Products added via amendment must be co-termed with the original Subscription Term to be eligible for Flex Licensing.

9. If a Customer’s Agreement contains a clause granting the right to terminate the Agreement at the Customer’s convenience, the Customer shall be obligated to contractually waive such right for the Subscription Term or shall not be eligible to participate in this program.

10. Flex Licensing Program eligibility is only applicable at the level of the contracting Customer, not at the level of any Affiliate or parent entity.

11. On-Premise versions of Proofpoint Products and platforms listed below are not eligible for the Flex Licensing Program.

* formerly known as the Proofpoint Shift Program 

Flex Credits Program Terms

Provided an eligible Customer makes a qualifying purchase of a minimum three year subscription term, Customer will be eligible for a Flex Credit based on the size of the qualifying purchase.

1. The Proofpoint Flex Program is only available for eligible Customer purchases of a minimum three year subscription term license as set forth below.

   1. For new eligible Customers, the qualifying purchase must be at least a minimum of $100,000 of annualized recurring fees received by Proofpoint;

   2. For existing eligible Customers, (i) the qualifying purchase must be at least a minimum of $50,000 in net new annualized recurring fees received by Proofpoint (renewal value excluded) and (ii) the Customer’s resulting total annualized recurring spend must be at least $100,000

2. If a Customer’s agreement contains a clause granting the right to terminate the agreement at the Customer’s convenience, such Customer must contractually waive such right for the qualifying purchase in order to be eligible for a Flex Credit.

3. Flex Program eligibility is only applicable at the level of the contracting Customer, not at the level of any Affiliate or parent entity.

4. Credit Calculation. Customers earn promotional credits equal to approximately 5-10% of the net new annualized recurring subscription fees on the qualifying purchase.

   1. No credit will be earned until a Customer’s purchase has met the minimum qualifying amount, which will entitle Customer to the minimum credit of $5,000.

   2. The maximum cumulative credit earned per Customer during the current 2026 Flex Program term is $250,000

5. Credit Usage.  Earned credits may be redeemed toward future purchases of eligible technology products not already licensed by the Customer

6. Exclusions.  Credits cannot be earned or redeemed against:

   1. Non recurring professional services

   2. Hardware

   3. On-premise solutions

   4. Support and managed services

   5. Hornet Security products and services

   6. Cloudmark products and services

7. Credit Expiration.  Credits expire 12 months after the date they are earned.  When multiple credits exist, redemptions must be applied using a first-in, first-out (FIFO) method based on expiration date.