Version 1 – Effective September 1, 2026
This Reseller Addendum to the KeyMark Subscription 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 Subscription 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 Software was purchased through a Reseller pursuant to a Reseller Order Form that incorporates the Subscription Schedule and this Addendum. Except as expressly modified below, all terms of the Subscription Schedule remain in full force and effect; if there is a conflict between this Addendum and the Subscription Schedule, this Addendum controls. Capitalized terms used but not defined in this Addendum have the meanings given in the Subscription Schedule.
- DEFINITIONS
“Reseller” means the reseller identified on the Order Form through which Customer purchased its right to use the Software.
“Reseller Agreement” means the agreement between Reseller and KM governing Reseller’s resale of the Software to Customer.
“Subscription Schedule” means the KeyMark Subscription Software Schedule that is incorporated into this Addendum by reference from https://www.keymarkinc.com/legal/terms/keymark-subscription-software-schedule/ .
The definition of “Subscription Fees” in the Subscription Schedule is modified as set forth in Section 3 of this Addendum.
- TECHNICAL SUPPORT
Section 3 (Technical Support) of the Subscription Schedule does not apply to Customer. Technical support for the Software — 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 WARRANTY REFUND
KM invoices Reseller, and not Customer, for the Subscription Fees. Customer has no payment obligation to KM for the Subscription Fees; Customer’s payment obligations, if any, are as set forth in Reseller’s agreement with Customer. The warranty remedy described in Section 5 (Warranty) of the Subscription Schedule, including any refund of unused prepaid fees, is payable by KM solely to Reseller. Customer’s rights, if any, to receive any related refund or credit are governed exclusively by Reseller’s agreement with Customer and not by the Subscription Schedule or this Addendum.
- NO DIRECT PRIVITY FOR FEES OR SUPPORT
Except as expressly set forth in the Subscription Schedule (as modified by this Addendum), Customer’s rights against KM are limited to KM’s obligations regarding the Software license grant, intellectual property, and warranty as set forth in the Subscription 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.
