KEYMARK SUBSCRIPTION SOFTWARE SCHEDULE
Version 1 Effective 12/1/2025
This KeyMark Subscription Software Schedule (the “Subscription Schedule”) forms part of the Master Agreement, Order Form, or any other agreement that refers to them (“Incorporating Document”). As used in this Subscription Schedule, “Agreement” means the Incorporating Document, including this Subscription 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 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 and/or any other KM product or service as expressly agreed in writing between the parties.
“Delivery” means (i) the electronic downloading of the Software onto Customer’s systems, (ii) the Software being made available by KM to Customer for electronic download onto Customer’s systems; or (iii) the delivery by KM to Customer of a Production Certificate for such Software module(s) by KM either shipping (physically or electronically) the Production Certificate to Customer or making the Production Certificate available for electronic download by Customer (including through one of KM’s resellers).
“Resolution” means a workaround, correction, or modification that solves or mitigates a Customer’s technical support request.
“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.
“Subscription Fees” means the periodic fees for the license of Software, Vendor Software and Technical Support under an Order Form.
“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 supporting in accordance with Section 3 of this Subscription Schedule.
“Vendor Software Fees” means the fees on an Order Form for the Vendor Software that are included in the Subscription 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 Software License. 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 license to the Software, in machine-readable object code form only and associated Documentation; in each case solely for Customer and its Users internally, and only for storing, processing and accessing Customer’s own data. Use of the Software and/or Documentation in any manner not expressly permitted by this Agreement is prohibited. The license is only for the specific use permitted in the Order Form, whether concurrently or individual workstation or otherwise, and additional fees will become due when use limits are reached. Volume-limited products may stop working when limits are reached, and it is solely Customer’s responsibility to monitor such use.
2.2 Access Rights. Use of software or hardware that reduces the number of users directly accessing or utilizing the Software (sometimes called “multiplexing” or “pooling” software or hardware) does not reduce the number of Software licenses required. The required number of Software licenses would equal the number of distinct inputs to the multiplexing or pooling software or hardware. Unless stated otherwise on an Order Form, Customer is prohibited from using anything other than the Software to access the Software or any data stored in the Software database for any purpose other than generating reports or statistics regarding system utilization. Customer is prohibited from copying and installing the Software on additional servers unless Customer has purchased a license therefore, and the number of users of the Software shall not exceed the number of users permitted by the Subscription Software licenses purchased by Customer.
2.3 Third Party Services and Content. The Software may contain functionality that allows Customer to access, link or integrate the Software with either Customer’s or third-party applications services. KM has no responsibility for such applications or services, websites or content. Further, KM does not endorse any third party web sites, applications or services that may be linked or integrated through the Subscription Software; any such activities that Customer engages in are at Customer’s discretion.
2.4 Aggregated Information. If applicable, Software also includes all adapters or connectors created by KM and provided as part of an integration between the Software and a third party line of business application (“Integration Code”). Software also includes any desktop host or other content services software provided by KM and downloaded on a user’s computer used to extend functionality in KM’s products. Such Integration Code and desktop host may only be used in combination with other Subscription Software and in accordance with the terms of the Agreement.
2.5 Third Party Licenses. The Software may be bundled with software owned by third parties, including but not limited to those manufacturers listed in the Help About screen of the Software. Such third party software is licensed solely for use within the Subscription Software and is not to be used on a stand-alone basis. Notwithstanding the above, Customer acknowledges that, depending on the modules licensed, the Software may include open source software governed by an open source license, in which case the open source license (a copy of which is provided in the Software or upon request) may grant additional rights to such open source software. Additionally, in the case of such software to be downloaded and installed on a mobile device, if such software will be downloaded from the application market or store maintained by the manufacturer of the mobile device, then use of such software will be governed by the license terms for the software included at the applicable application store or market or presented to Customer or Customer’s user in the software, and this Agreement will not govern such use.
2.6 API. The Software includes free-to-use application programming interfaces (“APIs”). The APIs are subject to additional terms of use available at 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 Software (“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 Subscription Software, 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 Subscription Fees. On or after the Effective Date of an Order Form, KM shall invoice Customer the Subscription 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 Subscription Fees annually by up to ten percent (10%) of the previous year’s Subscription Fees. KM will issue invoices for Subscription 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 Subscription Fees relating to such additional licenses in the subsequent invoices issued with respect to the existing Software 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 Software 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 on an Order Form becomes governed by any Vendor Software extended support fees, then KM will invoice Customer for the applicable extended support fees.
3. TECHNICAL SUPPORT
3.1 Technical Support Generally. Customer will submit technical support requests for the Software and Vendor Software 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 Software for KM to provide technical support.
3.2 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 Software or 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 Software or 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. |
| 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.
3.3 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 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 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 or Vendor Software; (e) if any party other than KM or its authorized subcontractors have provided any Technical Support to Customer; or (f) any malfunction that is not reproducible.
3.4 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.
4. CUSTOMER RESPONSIBILITIES
4.1. Customer will (a) remain responsible for all obligations under the Agreement arising in connection with any use of the Software and Vendor Software 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.
4.2 Computer System. Customer will: (a) cooperate and consult with KM in the set-up and activation of the Software and Vendor Software for Customer, and (b) provide and maintain, in good and 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 Software and Vendor Software. Customer is responsible for the security of its own computer systems and the security of its access to and connection with the Software and Vendor Software.
4.3 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 4.3 shall be considered a material breach of the Agreement, and KM shall have no liability for any damages caused by Customer’s breach of this Section 4.3.
4. WARRANTY. When the Software is used in accordance with the Agreement, KM warrants that the Software 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; (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 with unsupported equipment or software. For purposes of clarification, the Disclaimer of Warranties in the General Terms applies to the Subscription Schedule.
5. TERMINATION. The Subscription Schedule is coterminous with the Incorporating Document. Either party may terminate this Subscription Schedule pursuant to Section 1 of the General Terms or in accordance with the terms of an Order Form.
