Proofpoint Data Processing Agreement

Legal

Shift 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 Shift Program Terms.

The Proofpoint Shift Program is only available for subscriptions with:
1. a minimum of 6,000 regular users; and
2. a subscription term length for all Proofpoint Products of three years or greater with annual payment obligations.
The subscription to the new Proofpoint Product shall begin the date of the next annual period through the remainder of the Subscription Term.
Professional Services fees for implementation of the new Proofpoint Product are not included.
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.
Customer shall accept any additional contractual terms necessary for the subscription to the new Proofpoint Product.
Proofpoint Product solution sets may not be terminated by component product.
Proofpoint shall determine if products subsequently acquired by Proofpoint are included in this program.
Proofpoint Products added via amendment must be co-termed with the original Subscription Term to be eligible for Shift and Plus Support.
If an 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.
Shift program eligibility is only applicable at the level of the contracting Customer, not at the level of any Affiliate or parent entity.
During any three year Subscription Term, only one Plus Support entitlement shall be applicable regardless of whether multiple transactions were entered into during that time period.
On-Premise versions of Proofpoint Products and platforms listed below are not eligible for the Shift program.

Core Email Protection

Yes

EFD

Yes

ZenGuide

Yes

Email DLP & Encryption

Yes

AEDLP

Yes

IMD

Yes

Continuity

Yes

Collab Protection

Yes

ITM

Yes

CASB

Yes

Endpoint DLP

Yes

Isolation

Yes

ATO Protection

Yes

ITD

Yes

Applied Services

Yes*

SER

Yes**

DSPM

Yes**

Data Discover

Essentials

CloudMark

MTA

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Proofpoint Shift Program Terms

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