The Hyland Master Agreement is the contract under which Hyland licenses its Products and provides Professional Services and Premier Care. It is “part of the Incorporating Document entered into by and between Hyland and Customer”, which is usually an Order Form signed by both parties.[1] The version reviewed here is version 2.0, marked “Effective September 1, 2026”. The legal hub also lists versions 1.0 to 1.6, and translated editions exist in French, German, Portuguese and Spanish.[1]
The agreement defines Product as “the Software, Cloud Service and/or Pacsgear Equipment, as applicable”.[1] It is the frame for every Hyland product line. Product-level rights, restrictions and obligations sit in the Product Specific Terms, which “are incorporated by reference into agreements governing Customer’s use of Hyland’s Products”. Updates take effect when posted, except that a material adverse update applies to a customer only from its next renewal.[2] The contracting party depends on the Hyland company named in the Order Form. The notices page lists Hyland Software, Inc., two of its branches and about twenty regional Hyland companies.[8]
Editions
The Master Agreement has no editions. What varies is the document set it pulls in:
| Document | What it adds | Source |
|---|---|---|
| Product Specific Terms | Per-product licensing rules, environments and service limits, one page per product and deployment | [2] |
| Premier Care Manual | Support tiers, response targets, Service Credits, Refreshes and Base Alerts | [3] |
| Service Class Manual | Uptime commitments and credits for the Hyland Cloud | [4] |
| Artificial Intelligence Terms | Use of AI features, third-party AI models and output ownership | [7] |
| Acceptable Use Policy, Global Data Processing Schedule, Professional Services Schedule | Cloud use rules, personal data, services | [1] |
GRaaS Services and the hosted Hyland Content Portal are not governed by the Master Agreement but by their own terms. The Tribun Health Bundle is governed by the Master Agreement as modified by its own terms.[1]
Metrics
The Master Agreement does not define units. It states that Products “are licensed for a specific type of use, such as concurrently, on a specified workstation, by a specified individual, or by volume or usage metrics”.[1] It defines Users as employees or contractors of the customer and its Authorized Affiliates who are authorized to use the Products, plus any additional users agreed in writing.[1] Product units are recorded as their own catalog rows: OnBase Concurrent License, Workstation License, Named User License, Alfresco user, Nuxeo Instance and Inbound Application Request, among others. Catalog proof: Products are licensed for a specific type of use and limits may not be circumvented.
Counting / floors
Scope of use (s.2.1, s.2.4). The licence covers use “solely for use by Customer and its Users for the internal business operations of Customer”. Direct or indirect access that circumvents a usage limit is not permitted.[1] Locally installed components may be used only with the Product, never stand-alone. Bundled third-party software is “licensed solely for use within the Product(s)”.[1] Catalog proof: Licence is limited to the Product Subscription term and internal use; Products are licensed for a specific type of use and limits may not be circumvented.
Volume licensing (s.2.4). Volume-licensed Products may “no longer function if applicable volume limits have been exceeded”, may require additional fees, and may include functionality that monitors and reports usage.[1] Catalog proof: Volume-licensed Products may stop working, charge for volume and report usage.
Fees (s.4). Invoices are payable within 30 days. Fees include “any applicable additional fees if Customer exceeds the allotted capacity or other applicable limits specified in the Order Form or Product Specific Terms”. Unless the Order Form says otherwise, Recurring Fees are invoiced annually in advance, and overage and consumption fees monthly in arrears. Hyland may increase Recurring Fees each year “by up to ten percent (10%) of the previous year’s Recurring Fees”.[1] Catalog proof: Recurring Fees billed annually in advance and overages monthly in arrears; Recurring Fees may increase by up to 10% a year.
Customer obligations (s.13). The customer must manage log-in accounts, revoke accounts when a User no longer needs access, and prohibit the sharing of log-in credentials.[1] These duties bear directly on named-user counts, because shared or stale accounts inflate them.
Virtualization & partitioning
The Master Agreement contains no virtualization or partitioning rule. On-premise Software may be hosted on servers owned and controlled by a third party, which is treated as a contractor.[1] Environment counts are set in the Product Specific Terms: one production copy and one remote disaster-recovery copy for on-premise products, with further non-production environments licensed for a fee.[9] Catalog proof: On-premise Software may be hosted by a third party acting as contractor; One production copy and one disaster-recovery copy are included on premise.
Cloud / BYOL
Service Classes. Customers who buy a Hyland Cloud subscription directly from Hyland receive the Product under the Service Class they purchased. Upgrades may be made at any time, but a downgrade takes effect only at the next renewal.[5] The Service Class Manual sets monthly uptime commitments of 99% (Silver), 99.50% (Gold), 99.80% (Platinum) and 99.90% (Double Platinum). Service credits are calculated as a percentage of the Monthly SaaS Fee.[4] Catalog proof: Hyland Cloud Service Class.
Version currency. Hyland Cloud customers must run a Cloud Compatible Version under the Cloud Software Version Policy. Failure to do so “shall be considered a material breach”.[5] Catalog proof: Hyland Cloud customers must run a Cloud Compatible Version.
Exit. For 30 days after a Cloud Service subscription ends, the Standard Data Extraction Period, the service remains available solely for exporting Customer Data. Assisted extraction or a longer Transition Period needs a separate Services Proposal or Order Form, and the data is then deleted.[1] Catalog proof: Cloud Service data remains available for export for 30 days after expiry.
Cloud Update Software. Customers who buy a Cloud Update Software Subscription install internet-connected broker and worker nodes. Through them, Premier Care delivers upgrades and enhancements to on-premise systems.[6] Catalog proof: Cloud Update Software Subscription.
Programs
Product Subscription and renewal
A Product Subscription is “a subscription to any Product, Premier Care, or recurring Professional Service purchased or licensed by Customer”. Its term is the Initial Term identified on the Order Form.[1] Unless the Order Form provides otherwise, the subscription “shall automatically renew for additional periods of the same length as the Initial Term” unless either party gives notice of non-renewal at least 30 days before the term ends. Add-on licences bought later run coterminous with the existing subscription.[1] When a subscription ends, the licence terminates automatically. The customer must stop using the Products and return them, or destroy them with Hyland’s permission and certify the destruction in writing.[1] Catalog proof: Product Subscriptions auto-renew unless notice is given 30 days before term end; On expiry the licence ends and Products must be returned or destroyed.
Premier Care
Premier Care is provided during the Product Subscription under the Premier Care Manual. A tier may be upgraded at any time; a downgrade takes effect only from the next renewal.[1] The manual, version 2026.1, defines three tiers:[3]
| Element | Standard | Advanced | Signature |
|---|---|---|---|
| Customer Success Manager | No | Included | Included |
| Technical Account Manager | No | Available for purchase | Included |
| Business Review | None | Annual | Quarterly |
| Initial response target, non-S1 cases | 12 hours | 8 hours | 4 hours |
| Service Credits per Billing Period | None | 25 | 50 |
| Cloud Refreshes (OnBase only) | None | 2 | 4 |
| Base Alerts | Available for purchase | Available for purchase | 10 |
Maintenance under every tier covers “all Upgrades and Enhancements for Supported Releases”. Upgrades and Enhancements exclude “new, separate product offerings, new modules or re-platformed software”, which must be licensed separately.[3] Premier Care excludes versions that are not Supported Releases under the Product Lifecycle Policy. The exception is an Extended Support Release, for which services other than Maintenance continue while the Extended Support Fee is paid.[3] Catalog proof: Premier Care downgrades take effect only at renewal; Premier Care excludes unsupported releases unless the Extended Support Fee is paid.
Service Credits
Service Credits are applied to professional services listed in the Service Credits Catalog. Included Service Credits are issued at the start of each Billing Period and prorated for periods other than twelve months. Add-On Service Credits expire twelve months after the Effective Date of the Order Form under which they were bought.[3] Unused credits expire without rollover or refund. They are forfeited on termination, may not be pooled across accounts or affiliates, and “have no cash value”.[3] Catalog proof: Unused Service Credits expire and have no cash value.
Trial Services
Trial Services cover anything designated alpha, beta, trial, non-GA, developer preview or evaluation. They are provided “AS IS” and are not subject to indemnity, service levels or Premier Care. Hyland may extend or discontinue them at any time.[1] Catalog proof: Trial Services are provided as is with no service levels or refunds.
Transfer, affiliates and restrictions
Affiliates may use Products bought under an Order Form only “to the extent such Affiliate(s) are identified on such Order Form”. The customer is responsible for their breaches.[1] Neither party may assign, transfer or sublicense the agreement without the other’s consent. Consent may not be unreasonably withheld for a transfer of the whole agreement to the surviving entity of a merger or to the purchaser of substantially all assets.[1] The Prohibited Conduct clause bars selling, renting, leasing or sub-licensing the Products, and using them “as a service bureau, application service provider or otherwise for the business operations of any third-party”. It also bars modification, reverse engineering and adversarial attacks on AI models.[1] The licence excludes open-source versions of Hyland products.[1] Catalog proof: Affiliates may use Products only when named on the Order Form; Assignment needs consent except a whole-agreement transfer on merger or asset sale; No resale, rental, sublicensing or service-bureau use; Open-source versions are not part of the licensed Software.
Audits and compliance
Section 15.9 lets Hyland audit “during the term of this Agreement and for one (1) year thereafter”, solely to determine compliance, including measuring volume usage. On reasonable notice it may access the customer’s systems, facilities and records during regular business hours. For volume-licensed Products, the customer must provide usage reports on request and cooperate reasonably.[1] The section sets no frequency limit and no threshold for shifting audit costs. Hyland may also suspend Products or services under section 7.3 and may correct billing errors with a new invoice.[1] Catalog proof: Hyland may audit use during the term and for one year after. See software license audit and true-up.
Out of scope
- The Professional Services Schedule, the Global Data Processing Schedule, the SaaS and PaaS Security Attachments and the Acceptable Use Policy, which are referenced but not summarised here.[1]
- The Product Lifecycle Policy, Technical Support Handbook and Service Credits Catalog, which Hyland publishes on its secure end-user website rather than publicly.[3]
- Regional variations in the Master Agreement exhibits for governing law and Hyland entities, and the amended terms for Hyland Software Germany GmbH.[1]