KEYMARK TECHNICAL SUPPORT SCHEDULE
Version 1 Effective 12/1/2025
This KeyMark Technical Support Schedule (the “Support Schedule”) forms part of the Master Agreement, Order Form, or any other agreement that refers to them (“Incorporating Document”). As used in this Support Schedule, “Agreement” means the Incorporating Document, including this Support Schedule, and any other documents or terms incorporated or referenced in the Incorporating Document.
1. DEFINITIONS
“Resolution” means a workaround, correction, or modification that solves or mitigates a Customer’s technical support request.
“Technical Support” means telephone or online technical support related to problems reported by Customer and associated with the operation of Vendor Software.
“Vendor License Agreement” means the license agreement between Customer and the licensor of the Vendor Software for which KM is providing Technical Support.
“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 this Support Schedule.
“Vendor Software Fees” means the technical support fees on an Order Form for the Vendor Software.
2. TECHNICAL SUPPORT
2.1 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 secure electronic communication Monday-Friday between 8:30 a.m. to 5:00 p.m. US Eastern Time, excluding U.S. Federal holidays.
2.2 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 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 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.
2.3 Technical Support Exclusions. Technical Support requires Customer to use the Vendor Software as authorized by the Vendor License Agreement, and Technical Support for Vendor Software excludes any of the following: (a) in connection with any alteration, revision, change, enhancement, modification or configuration of the Vendor Software performed by any party other than KM or the applicable manufacturer; (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), hardware or any system or networking utilized by Customer; (d) if the Customer misuses or abuses the Vendor Software; (e) if any party other than KM or the relevant manufacturer have provided any Technical Support to Customer; (f) technical support requests for a version other than the current version of the Vendor Software; (g) problems that are not the direct result of the Vendor Software; (h) recreation or reentry of data lost for any reason whatsoever; (i) project management, personnel management or application design or development; (j) delivery of improvements to the Vendor Software requested by Customer or prepared on a customized basis for Customer; (k) efforts to restore the Vendor Software to the software version and/or data beyond the most recent back-up; and (l) any malfunction that is not reproducible.
KM will not be responsible to Customer for loss of use of the Vendor Software or for any other liabilities arising from alterations, additions, adjustments or repairs that are made to the Vendor Software by any party other than authorized representatives of KM. If, in the opinion of KM, any such alteration, addition, adjustment or repair adversely affects KM’s ability to Provide Technical Support, then KM reserves the right to terminate this Support Schedule immediately upon written notice to Customer.
2.4 Professional Services. Customer may request Professional Services which are not included in Technical Support, and which the parties may mutually agree to in a Work Order.
2.5 Customer Obligations.
2.5.1 Communication Equipment; Backups. Customer is responsible for the maintenance and installation of any common carrier equipment or communication services related to any Vendor Software. Customer is also responsible for charges incurred for communication facilities at the Customer facilities, whether incurred by Customer or by KM service representatives while performing service on Vendor Software. Customer is responsible for performing system software back-ups in accordance with published documentation and restoration of data if not properly backed-up. Customer shall timely notify KM of any Vendor Software failure and shall allow KM full and free access to the Vendor Software for performing Technical Support and any Customer information reasonably required by KM to perform technical under this Work Order
2.5.2 Trained Employees. Unless otherwise agreed upon in an Order Form, Customer must have a minimum of two full-time employees on their staff or two full-time equivalents of a third party approved by KM (such approval not to be unreasonably withheld) with adequate training on the Vendor Software and related systems to conduct essential system software and hardware checks to resolve most minor problems without direct communication with KM. To support this requirement, Customer agrees to have these two individuals attend the training classes specified by KM to gain the desired knowledge level necessary to meet this requirement. All costs for attending the training classes including those associated with travel, lodging, meals, and any charge by the training company will be absorbed by the Customer. Customer must replace the two trained individuals in the event they are reassigned to other duties or are no longer able to perform the duties contemplated herein.
2.6 Fees. Unless otherwise stated in an Order Form, all invoices referenced in this Section 2.6 are due and payable in full pursuant to the General Terms Schedule.
2.6.1 Vendor Software Fees. On or after the Effective Date of an Order Form, KM shall invoice Customer the Vendor Software 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 Vendor Software Fees annually by up to ten percent (10%) of the previous year’s Vendor Software Fees. KM will issue invoices for Vendor Software 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 Vendor Software Fees relating to such additional licenses in the subsequent invoices issued with respect to the existing Vendor Software license.
2.6.2 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. TERMINATION. The Support Schedule is coterminous with the Incorporating Document. Either party may terminate this Support Schedule pursuant to Section 1 of the General Terms or in accordance with the terms of a Work Order. In addition to the costs provided in Section 1.3 of the General Terms, all property of each party in possession of the other party in connection with Technical Support performed under this Schedule shall be returned.
