KEYMARK SAAS SCHEDULE
Version 1- Effective 12/1/2025
This KeyMark Software-as-a-Service Schedule (the “KSS Schedule”) forms part of the Master Agreement, Order Form, or any other agreement that refers to them (“Incorporating Document”). As used in this KSS Schedule, “Agreement” means the Incorporating Document, including this KSS Schedule, and any other documents or terms incorporated or referenced in the Incorporating Document.
1. DEFINITIONS
“Authorized User” means: (i) employees or contractors of Customer and its Affiliate(s) that are authorized to access and use the Software, KSS and/or any other KM product or service in accordance with the terms and conditions of the Agreement; and (ii) any additional users to which Customer is authorized to provide access to such Software, KSS and/or any other KM product or service as expressly agreed in writing between the parties.
“Customer Data” means all electronic documents, information, content, records, files and data stored in the KSS by Customer.
“Financial Credits” mean the Monthly KSS Fees percentages provided in Section 3.2.1 of this KSS Schedule.
“KM SaaS” or “KSS” means KM’s use of the KSS Platform to provide the Software identified on an Order Form using software as a service basis (SaaS), and to host the Vendor Software identified on an Order Form. Customer will not receive a copy of the Software or Vendor Software.
“KSS Downtime” means the amount of time in a given month measured from the Customer’s first notification to KM that the KSS and Vendor Software is unavailable.
“KSS Fees” means the amounts invoiced by KM and payable by Customer for the KSS.
“KSS Platform” means the physical hardware and infrastructure whether owned by KM or a third-party service provider, the website hosted by KM through which the Customer will access the KSS and Customer Data stored in the KSS, and all third-party software products (other than those bundled with the Software) provided by KM as part of the KSS.
“KSS Uptime” means the total number of minutes in a month, minus the number of minutes of KSS Downtime resulting from all KSS Downtime in a month, divided by the total number of minutes in a month.
“Monthly KSS Fees” means the amount of KSS Fees allocable to a calendar month calculated solely for purposes of determining the Financial Credit.
“Resolution” means a workaround, correction, or modification that solves or mitigates a Customer’s technical support request.
“Service Level Agreement” or “SLA” means a KSS Uptime of at least 99.9%.
“Software” means (a) KM’s proprietary products identified on an Order Form, including third party software bundled together by KM with KM’s proprietary products as a unified product; and (b) Updates of the products described in (a) that are delivered in accordance with this Agreement.
“Technical Support” means technical support, including Updates released during the term.
“Vendor License Agreement” means the license agreement between Customer and the licensor of any Vendor Software.
“Vendor Software” means the third-party software identified on an Order Form that Customer has licensed pursuant to a Vendor License Agreement and that KM is hosting and supporting in accordance with Section 3 of this KSS Schedule.
“Vendor Software Fees” means the fees on an Order Form for the Vendor Software that are included in the KSS Fees.
“Update” means subsequent releases of the Software which are generally made available to all customers at no additional charge, other than media and handling charges. Updates may include modifications of or additions to the Software, but do not include modifications or additions to the Vendor Software or any releases, versions, options or future products which KM licenses separately.
2. SUBSCRIPTION LICENSES
2.1 KSS License.
2.1.1 Access to KSS. During the term of the Agreement, and subject to Customer’s compliance with this Agreement, KM grants to Customer a revocable, non-exclusive, non-assignable (except as otherwise provided herein), limited right to use the KSS, and the associated Documentation, solely for use by Customer and its Authorized User for Customer’s internal business operations. Customer and its Authorized Users shall only use the KSS as expressly authorized by the Agreement. Customer and its Authorized Users may only access Customer Data via the KSS and shall not permit direct or indirect access to or use of the KSS or Customer Data in a way that circumvents any data, Authorized User or other usage limits provided in the Order Form or otherwise; additional fees for Authorized User or other usage limits are available from KM or available on an applicable Order Form. All components of the KSS, including any components downloaded or installed locally on Customer’s or Authorized Users’ systems, are solely for use with the KSS and are not for use on a stand-alone basis.
2.1.2 KM Responsibilities. KM is responsible for the operation of the KSS, inclusive of the KSS Platform and the Software. KM will operate the KSS in accordance with the KSS Service Security Addendum and shall, without limiting the foregoing, maintain certification to ISO/IEC 27001 or equivalent/greater standards during the term of the Agreement. While KM may update the Security Measures and Security Program (each as defined in the Security Addendum), it shall not materially diminish the effectiveness of the Security Measures or Security Program.
2.2 Access Rights. KM shall be permitted access to assess Customer’s use of the KSS in order to determine Customer’s compliance with the grant of use and pricing included in the Agreement, including usage limits as provided in Section 2.1. Customer shall reasonably cooperate with KM on such access.
2.3 Third Party Services and Content. KSS may contain functionality which allows Customer to: (a) access, link or integrate the KSS with Customer’s applications or services or those provided by third parties and (b) access third party websites and content. KM has no responsibility for such applications or services, websites or content and shall have no responsibility for any disclosure, modification or deletion of Customer Data resulting from any such access or use by such applications or services. Any activities engaged in by Customer or any of its Authorized Users with such third parties using the KSS is solely between Customer and such third party and KM has no liability, obligation or responsibility for any such activities. KM does not endorse any third party web sites, applications or services that may be linked or integrated through the KSS. KM is not responsible for any third party content, products or materials purchased, accessed or used by Customer or its Authorized Users using the KSS.
2.4 Aggregated Information. Customer acknowledges and agrees that all general, anonymized or otherwise aggregated information based on Customer Data or output from Customer’s or its Authorized Users’ use of the KSS or data based on Customer’s or its Authorized Users’ overall use of the KSS are and will remain KM’s property.
2.5 Data and Output. Customer grants to KM a non-exclusive license, during the term of the Agreement, to use, reproduce, modify, display and distribute Customer Data for the purposes of performing its obligations under the Agreement. Subject to the foregoing, Customer is and will remain the owner of all right, title and interest in and to all Customer Data.
2.6 API. The KSS includes free-to-use application programming interfaces for the Software (“APIs”). The APIs are subject to additional terms of use available on the designated KeyMark website(s) and with the APIs documentation.
2.7 Feedback. Customer and its users may provide KM with feedback, suggestions, or ideas regarding the KSS (“Feedback”). Customer, on behalf of itself and its users, hereby grants KM a perpetual, worldwide, fully transferable, sub-licensable (at an unlimited number of levels), irrevocable, fully paid-up, royalty free license to use and fully exploit such Feedback in any way and without compensation to Customer or any Customer user, including in future modifications of the KSS, other products or services, advertising or marketing materials. However, KM shall not be under any obligation to utilize any Feedback or provide any Updates based on Feedback. Customer, for itself and on behalf of its users, also irrevocably waives in favor of KM any moral rights which Customer or any of its users may have in such Feedback.
2.8 Fees. Unless otherwise stated in an Order Form, all invoices referenced in this Section 2.8 are due and payable in full pursuant to the General Terms Schedule.
2.8.1 KSS Fees. On or after the Effective Date of an Order Form, KM shall invoice Customer the KSS Fees for the first year of the Initial Term. KM will issue invoices for subsequent years prior to the beginning of such year. Following expiration of the Initial Term, KM may increase the KSS Fees annually by up to ten percent (10%) of the previous year’s KSS Fees. KM will issue invoices for KSS Fees for add-on licenses on a pro rata basis upon KM’s acceptance of the purchase order for such additional licenses. Thereafter, KM will include the KSS Fees relating to such additional licenses in the subsequent invoices issued with respect to the existing KSS license.
2.8.2 Add-On Services Fees. KM will invoice the fees for any Add-On Service on a periodic basis, in advance. Some Add-On Services may be priced on a volume basis, for which Add-On Services fees may be invoiced in arrears based on the applicable volume usage. Add-On Services may be subject to additional terms.
2.8.3 Extended Support Fees. Unless otherwise agreed upon, the prices in an Order Form (inclusive of exhibits) does not include or consider any Vendor Extended Support Fees as extended support consideration is version and vendor dependent. Hyland’s Extended Support Fees policy can be found at: https://community.hyland.com/customer-portal/wiki/hyland-support/foundation-software-maintenance-and-support-policy/onbase-foundation-support-policy. In the event any of the Vendor Software becomes governed by any Vendor extended support fees, then KM will invoice Customer for the applicable extended support fees.
3. TECHNICAL SUPPORT; KSS AVAILABILITY
3.1 Technical Support
3.1.1 Technical Support Generally. Customer will submit technical support requests via KM’s email ticketing system or telephone access that is available to active Customers (new Customers are onboarded, renewal Customers continue access). KM will evaluate each Customer technical support request, apply the Severity Levels in Section 3.2 below, and initially respond to Customer via email, telephone or other mutually agreed upon electronic communication Monday-Friday between 8:30 a.m. to 5:00 p.m. US Eastern Time, excluding U.S. Federal holidays. Customer, at its sole cost, shall maintain internet and communications software in order to provide KM with reasonable access and use of Customer’s premises, and online access to Customer’s computer hardware, peripherals, and the KSS for KM to provide technical support.
3.1.2 Severity Levels. KM will categorize and respond to technical support requests as follows:
| Severity Level | Response Methodology |
| Level 1 means that the Customer is unable to access the KSS and Vendor Software in a production environment. | After receiving a Level 1 request, KM personnel will substantively engage the request and will initially respond within two (2) hours of receiving the request and will provide an update within four (4) hours of receiving the request. Thereafter, KM will provide updates every four (4) hours. To provide a Resolution, KM will match Customer’s efforts, up to and including 24 hours per day, 7 days a week, through holidays and weekends. |
| Level 2 means that Customer can access the KSS and Vendor Software in a production environment, but a material component is unavailable. | After receiving a Level 2 request, KM personnel will substantively engage the request and will initially respond within four (4) hours of receiving the request and will provide an initial update within eight (8) hours of receiving the request. Thereafter, KM will provide updates once each business day. To provide a Resolution, KM will match Customer’s efforts, up to and including 8 hours per day, 5 days a week, through holidays and weekends. |
| Level 3 means all other reported technical support issues. | After receiving a Level 3 request, KM will use reasonable efforts to respond within twenty-four (24) hours, but no later than forty-eight (48) hours, of receiving the request. KM will attempt to provide a Resolution within thirty (30) days of receiving the request, and a Resolution for a Level 3 request may be via the next Update. |
KM will respond based on the confirmed severity level and may reclassify the severity level of technical support requests during the resolution process. KM’s obligation for a technical support request concludes when KM provides a Resolution.
3.1.3 Exclusions. KM is not obligated to provide Technical Support for any of the following: (a) in connection with any alteration, revision, change, enhancement, modification or configuration of the Software or KSS or Vendor Software undertaken or performed by any party other than KM; (b) in connection with a Resolution that KM previously provided and that Customer has not implemented; (c) in connection with any technical support request caused by errors, defects, problems, alterations, revisions, changes, enhancements or modifications in the database, operating system, third party software (other than the Vendor Software or the software that KM embedded in the Software), hardware or any system or networking utilized by Customer; (d) if the Customer misuses or abuses the Software, Vendor Software and/or KSS; (e) if any party other than KM or its authorized subcontractors have provided any Technical Support to Customer; (f) any malfunction that is not reproducible.
3.1.4 Updates Implementation. Technical Support does not include Professional Services for the implementation of Updates or updates or enhancements to Vendor Software, each of which are available from KM via separate Work Order.
3.2 KSS Availability.
3.2.1 KSS Uptime. KM shall provide the KSS in accordance with the SLA. If the KSS Uptime in a given month does not meet the SLA, then Customer is eligible to receive the Financial Credits. KSS Uptime and Financial Credits are determined on a calendar month basis, and the Financial Credits are the Customer’s sole and exclusive remedy resulting from any failure by KM to meet the SLA. The Financial Credits are:
| KSS Uptime | Percentage of Monthly KSS Fees Credited |
| 99.0% – <99.9% | 5% |
| 95.0% – <99.0% | 7.5% |
| < 95% | 10% |
In order to receive the Financial Credits, Customer must submit a technical support request for the Financial Credits within thirty (30) days from the time Customer becomes eligible to receive the credit(s). The Customer must also provide KM with information demonstrating the date and time of the KSS Downtime that gives rise to the Financial Credits. Any failure by Customer to comply with the reporting requirements in this Section 3.2.1 will result in Customer’s forfeiture of its right to receive any Financial Credits for the applicable KSS Downtime. KM’s records and data shall be the basis for all Financial Credits calculations, and all Financial Credits will be applied to the next billing period. The maximum amount of any Financial Credit for failure to meet the SLA is limited to ten percent (10%) of the Monthly Fees.
3.2.2 Backup and Recovery. Customer Data is backed up on a regular basis in accordance with KM’s Disaster Recovery and Business Continuity Plan. In the event KM declares a disaster event that impacts delivery of the KSS from the primary location, then KM will restore the KSS in an alternate location. The target recovery time objective following a KM declared disaster is twenty-four (24) hours and the target recovery point objective is four (4) hours.
3.2.3 KSS Maintenance. KM performs maintenance of the KSS, on a scheduled basis (for items such as Software upgrades or maintenance or upgrades of the KSS platform) or unscheduled basis (for emergencies), each of which results in the KSS being unavailable for Customer. KM reserves the right to collectively perform up to 6 hours a month of scheduled and unscheduled maintenance that are not included in the calculation of KSS Downtime. KM publishes its maintenance activities during a regular maintenance window, which is available upon request by Customer.
3.2.4 Exclusions. The KSS Uptime excludes: (a) KSS Maintenance as described in Section 3.2.3 of this KSS Schedule; (b) service disruptions or interruptions caused by Customer or Customer-controlled components; (c) services interruptions not caused by KM or not within KM’s control (for example, internet problems); (d) force majeure events; (e) Customer exceeding the licensed use of the KSS; (f) service downtime requested by the Customer; or (g) service interruptions or disruptions caused by Customer’s material breach of the Agreement.
3.2.5 KSS Termination Rights. In addition to the termination rights described in Section 6 of this KSS Schedule, Customer may terminate an Order Form for KSS if KM fails to meet the SLA during three (3) consecutive months or during at least five (5) non-consecutive months in an annual contract period. If Customer elects to terminate the KSS due to events described in the preceding sentence, then KM will refund the unused prepaid fees for the KSS plus the Financial Credits for the applicable periods of non-conformance to the SLA.
4. CUSTOMER RESPONSIBILITIES
4.1 Registration Information and User IDs. Customer will register each Authorized User using KM’s on-line registration process and provide the name, contact information and other information required by KM’s on-line registration process to register each Authorized User (collectively, the “Registration Information”). Each Authorized User will have a unique user ID for his or her access to the KSS. Customer will ensure that its Authorized Users will use only their respective assigned user IDs and will never use another’s user ID. Customer will adopt and maintain such security precautions for user IDs to prevent their disclosure to and use by unauthorized persons and will promptly notify KM if the security or integrity of a user ID or password has been compromised. Customer will promptly delete or deactivate any Authorized User’s account when that user is no longer an Authorized User.
4.2 Responsibility for Users. Customer will (a) remain responsible for all obligations under the Agreement arising in connection with any use of the KSS by any other person or entity authorized by, through or as a result of an act or omission of Customer (“Other User”), including without limitation any Authorized User; (b) be liable for any act or omission by any Other User, which, if performed or omitted by Customer, would be a breach of the Agreement; and (c) any such act or omission of any Other User will be deemed to be a breach of the Agreement by Customer.
4.3 Computer System. Customer will: (a) cooperate and consult with KM in the set-up and activation of the KSS for Customer, and (b) provide and maintain, in good working order at all times, its own internet access and all necessary communications equipment, software and other materials necessary for Customer and Authorized Users to access and use the KSS. Customer is responsible for the security of its own computer systems and the security of its access to and connection with the KSS.
4.4 Authorization; Non-infringement; Delivery of Data. Customer is responsible for obtaining all authorizations, consents, releases, and permissions all necessary or desirable to enter Customer Data into the KSS, to use the KSS to process and store Customer Data and to receive the Services and output from the KSS. Customer and its Authorized Users will not submit any Customer Data or use the Services in any way that infringes, misappropriates, or violates any trademark, copyright, patent, trade secret, publicity, privacy or other right of any third party or violates any applicable local, state or federal laws, statutes, ordinances, rules or regulations or any judicial or administrative orders. KM shall not be liable for the accuracy, completeness or authenticity of Customer Data furnished by Customer or any other third party, and shall have no obligation or responsibility to audit, check or verify the Customer Data. Customer shall transmit Customer Data and receive output by means of a secure network connection with KM. Customer shall be responsible for acquiring at its own expense all equipment needed for such transmission unless otherwise agreed in writing by the parties. If equipment is not provided by KM, then Customer equipment shall conform to KM specifications and requirements. Customer is responsible for obtaining and maintaining all software, hardware (including without limitation network systems), telephonic or other communications circuits, and Internet Service Provider relationships that are necessary or appropriate for Customer to properly access and use the KSS. KM shall have no responsibility or liability under the Agreement for any unavailability or failure of, or nonconformity or defect in, the KSS that is caused by or related in any manner to any failure of Customer to obtain and maintain all such software, hardware, equipment and relationships.
4.5 No Interference with Service Operations. Customer will not take any action that: (a) interferes or attempts to interfere with the proper working of the KSS or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the KSS; (b) circumvents, disables, or interferes or attempts to circumvent, disable, or interfere with security-related features of the KSS or features that prevent or restrict use, access to, or copying of any data or enforce limitations on use of the KSS or data; or (c) imposes or may impose, in KM’s sole discretion, an unreasonable or disproportionately large load on the KSS infrastructure.
4.6 Customer Review and Responsibility. Customer will be solely responsible for any services that it provides to others involving the use of the KSS, Customer Data, Output or the Services. KM makes no representations concerning the completeness, accuracy, or utility of any Customer Data in the KSS or any Output or concerning the qualifications or competence of any Authorized User that may place Customer Data in the KSS. Customer shall be solely responsible for ensuring accuracy, completeness and compliance of any Output provided to any third party, and all liabilities and responsibilities in connection with such Output, and KM shall not be responsible for the accuracy, completeness, or compliance thereof. Neither Customer nor any other person will have any claim or cause of action against KM as a result of any professional or other services rendered or withheld in connection with the use of the KSS, Customer Data, Output or the Services.
4.7 Version. Customer is responsible to ensure that it is on the current or prior released version of the Software and the Vendor Software identified on an Order Form, and that Customer has entered into and is in compliance with the applicable Vendor License Agreement(s). Customer’s failure to comply with this Section 4.7 shall be considered a material breach of the Agreement, KM shall have no liability for any damages caused by Customer’s breach of this Section 4.7, and the Security Addendum will not apply to the extent Customer is not on the current or prior released version of the Software and Vendor Software.
5. WARRANTY. When the KSS is used in accordance with the Agreement, KM warrants that the KSS will perform substantially in accordance with the Documentation. For any non-conformity that Customer reports to KM, Customer’s sole and exclusive remedy will be for KM to (a) correct the non-conforming component; or (b) if KM determines that correcting the non-conformity is not commercially practicable, then terminate the Agreement with respect to the component causing the non-conformity. In that case, KM will refund any unused, prepaid fees related to the non-conforming component, provided that Customer complies with its termination obligations. This warranty does not apply, and KM is not liable for any issues caused by: (i) incorrect data or procedures from the Customer; (ii) the Customer not meeting its responsibilities under the Agreement; (iii) misuse or unauthorized changes to the Software or KSS; (iv) problems with the Customer’s own systems or third-party tools; (v) Customer’s failure to implement updates that could correct a non-conformity; (vi) events of force majeure; or (vii) Customer’s use of the Software or KSS with unsupported equipment or software. For purposes of clarification, the Disclaimer of Warranties in the General Terms applies to the KSS Schedule.
6. CUSTOMER DATA RETURN AND DELETION. Upon termination, KM will retain Customer Data for thirty (30) days, and thereafter Customer Data will be deleted. Prior to termination, Customer can retrieve the Customer Data by any of the following methods: (a) using built-in features of the KSS for making local copies and exporting data; (b) entering a Work Order for a minimum of two (2) hours of Professional Services for KM to provide Customer Data in bulk KM-native-format, including databases containing exclusively Customer Data and files in the Customer repository locations with the exact cost determined based on the volume of Customer Data the specific application purchased by the Customer pursuant to an Order Form and the practical capacity of internet transfer technologies; or (c) entering a Work Order for Professional Services to provide the Customer Data in a mutually agreed upon format. Customer acknowledges and agrees that thirty (30) days after the termination date, KM shall have no obligation to maintain or provide any Customer Data and shall thereafter, unless legally prohibited, delete all Customer Data from all of KM’s datacenters, including all replicated copies. .
7. TERMINATION. The KSS Schedule is coterminous with the Incorporating Document. Either party may terminate this KSS Schedule pursuant to Section 1 of the General Terms or in accordance with the terms of an Order Form.
