Version 1 – Effective September 1, 2026
This Reseller Addendum to the KeyMark SaaS Schedule (the “Addendum”) forms part of the Master Agreement, Order Form, or any other agreement that refers to it (the “Incorporating Document”). As used in this Addendum, “Agreement” means the Incorporating Document, including this Addendum, the KSS Schedule, and any other documents or terms incorporated or referenced in the Incorporating Document. This Addendum applies only where Customer’s right to use the KSS was purchased through a Reseller pursuant to a Reseller Order Form that incorporates the KSS Schedule and this Addendum. Except as expressly modified below, all terms of the KSS Schedule remain in full force and effect; if there is a conflict between this Addendum and the KSS Schedule, this Addendum controls. Capitalized terms used but not defined in this Addendum have the meanings given in the KSS Schedule.
- DEFINITIONS
“KSS Schedule” means the KeyMark Software-as-a-Service Schedule that is incorporated into this Addendum by reference from https://www.keymarkinc.com/legal/terms/keymark-software-as-a-service-schedule/ .
“Reseller” means the reseller identified on the Order Form through which Customer purchased its right to use the KSS.
“Reseller Agreement” means the agreement between Reseller and KM governing Reseller’s resale of the KSS to Customer.
The definitions of “KSS Fees,” “Monthly KSS Fees,” and “Financial Credits” in the KSS Schedule are modified as set forth in Section 3 of this Addendum.
- TECHNICAL SUPPORT
Section 3.1 (Technical Support) of the KSS Schedule does not apply to Customer. Technical support for the Software and the KSS — including all severity levels, response times, and support channels — is provided to Customer solely by Reseller pursuant to Reseller’s agreement with Customer. KM has no obligation to provide technical support directly to Customer. Any support obligations of KM run solely to Reseller under the Reseller Agreement, and do not create any right of Customer to receive support directly from KM.
- FEES AND FINANCIAL CREDITS
KM invoices Reseller, and not Customer, for the KSS Fees. Customer has no payment obligation to KM for the KSS Fees; Customer’s payment obligations, if any, are as set forth in Reseller’s agreement with Customer. For purposes of Section 3.2.1 (KSS Uptime) of the KSS Schedule, all references to “Monthly KSS Fees” mean the amount invoiced by KM to Reseller, and any Financial Credits are calculated against, and credited solely to, amounts KM invoices to Reseller. Customer has no independent right to receive Financial Credits from KM.
- SLA TERMINATION AND REFUND RIGHTS
Section 3.2.5 (KSS Termination Rights) of the KSS Schedule is modified so that: (a) any refund of unused prepaid KSS Fees, and any Financial Credits, described in that Section are payable by KM solely to Reseller; and (b) Customer’s rights, if any, to terminate its purchase of the KSS, or to receive any related refund or credit, are governed exclusively by Reseller’s agreement with Customer and not by the KSS Schedule or this Addendum.
- NO DIRECT PRIVITY FOR FEES OR SUPPORT
Except as expressly set forth in the KSS Schedule (as modified by this Addendum), Customer’s rights against KM are limited to KM’s obligations regarding the KSS Platform, KSS Uptime, security, Customer Data ownership and return, and warranty, in each case as set forth in the KSS Schedule. All commercial terms regarding fees, technical support, and related remedies as between Customer and Reseller are governed solely by Reseller’s agreement with Customer, to which KM is not a party and for which KM has no responsibility or liability.
