ON-PREMISE PURCHASE ADDENDUM
This On-Premise Addendum (“On-Premise Addendum”) is an addendum to the Keylight Application Subscription Agreement (the “Agreement”) between LockPath and Client. Client has entered into the Agreement for the provision of Keylight. Client desires the on-premise deployment of Keylight installed on Client’s devices at the physical locations approved by Client and LockPath (the “Designated Location”). Capitalized terms used in this On-Premise Addendum have the meaning defined under the Agreement. The terms and conditions of this On-Premise Addendum are incorporated by this reference into the Agreement.
1. Access to Keylight.
Subject to the terms and conditions of the Agreement and this On-Premise Addendum, LockPath will provide Client with access to Keylight on a limited, non-exclusive, non-transferable, non-sublicensable basis in executable form and subject to the user, version, module, Term and quantity limitations identified and set forth in the Agreement via installation on Client’s devices at the Designated Location(s).
2. Access and Site Preparation.
Client shall provide LockPath with reasonable access at the Designated Location(s) or otherwise to its personnel, facilities, databases, systems, information, security clearances and any other reasonable assistance to facilitate the performance by LockPath of its installation support obligations under this On-Premise Addendum and the Agreement, the service and inspection of Keylight and to ensure Client’s compliance with the terms and conditions of this On-Premise Addendum and the Agreement. Client will provide all assistance reasonably required by LockPath to support installation and configuration of Keylight. Client agrees to prepare the Designated Location(s) and Client’s equipment, at Client’s sole expense, for installation and implementation of Keylight in any on-premise deployment in accordance with the specifications communicated to Client by LockPath.
3. Installation and Acceptance.
LockPath will make the installation guide and Keylight application files available for Client to download, upon which installation and acceptance has occurred (“Deploy Date”).
4. Installation Support Services.
LockPath will accept an unlimited number of good faith telephone or electronic mail inquiries and consultations from the Client Contact regarding the installation of Keylight and any related problems and changes. Such telephone or electronic mail support will be available Monday through Friday during LockPath’s normal business hours, excluding reasonable business holidays, with 24 x 7 access to LockPath’s web support portal. Telephone and email charges shall be assumed by Client when initiating a call or inquiry to LockPath, and LockPath shall assume such charges when responding to a support call from Client.
5. Transfer Among Client Hardware.
In support of its authorized use of Keylight and in accordance with the terms of this On-Premise Addendum and the Agreement, Client may physically transfer the Keylight application from one device to another. During the Term, all proprietary and/or other notices of LockPath or its licensors, if any, shall be provided and maintained on Keylight at all times. Client may not install Keylight onto systems in locations other than the Designated Location without LockPath’s prior written consent; provided that Client may temporarily transfer Keylight to another location solely in the event of an interruption of computer operations at the Designated Location and only for the period of time necessary to resolve such interruption. Client shall promptly notify LockPath of such transfer and upon restoration of Keylight to the Designated Location.
6. Backup Copies.
Client may make a single copy of the Keylight application in machine-readable, object code, executable form solely for nonproductive back-up purposes; provided that, Client shall reproduce all of LockPath’s and its licensors’ copyright notices and other proprietary legends on such backup copy. Client shall use commercially reasonable measures to ensure that such backup copy is stored in a safe and secure location. Any back-up copy shall be accounted for immediately upon LockPath’s request.
LockPath may conduct audits to ensure that Client and its users are in compliance with this On-Premise Addendum and the Agreement. Such audits will be conducted during normal business hours upon reasonable advanced notice, and Client will provide LockPath with reasonable access necessary to verify compliance. If an audit reveals that Client’s use of Keylight during the period being audited exceeds the scope of Client’s subscription or access rights as set forth in any applicable Purchase Schedule(s), then LockPath may invoice Client for all such excess use based on LockPath’s then-current rates in effect at the time the audit is completed, and Client shall pay such invoice within ten (10) days of such invoice. If such excess use exceeds ten percent (10%) of the subscribed-for use, the Client shall also pay LockPath’s reasonable costs of conducting the audit.
Notwithstanding any other provision of this On-Premise Addendum, nothing in this On-Premise Addendum assigns or transfers any intellectual property rights in the proprietary tools, libraries, know-how, techniques and expertise (“Tools”) used by LockPath to install Keylight or develop any Work Product, and to the extent such Tools are delivered with or as part of any Work Product, they are subscribed, not assigned, to Client, on the same terms as the Work Product.
9. Installation Warranty and Disclaimer.
LockPath warrants that it and each of its employees, consultants and subcontractors, if any, that it uses to provide the installation support services to Client has the necessary knowledge, skills, experience, qualifications, and resources to provide and perform such assistance in accordance with this On-Premise Addendum. THE FOREGOING LIMITED WARRANTY IS THE SOLE WARRANTY OF LOCKPATH UNDER THIS ON-PREMISE ADDENDUM.
10. Limitations of Liability for On-Premise Installation Services.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS ON-PREMISE ADDENDUM OR THE AGREEMENT, THE MAXIMUM LIABILITY OF LOCKPATH TO ANY PERSON, FIRM OR CORPORATION WHATSOEVER ARISING OUT OF OR IN THE CONNECTION WITH THE INSTALLATION SUPPORT SERVICES IS THE AMOUNT PAID BY CLIENT, IF ANY, FOR THE INSTALLATION SUPPORT SERVICES GIVING RISE TO THE LIABILITY. THE ESSENTIAL PURPOSE OF THIS PROVISION IS TO LIMIT THE POTENTIAL LIABILITY OF THE PARTIES ARISING FROM THIS ON-PREMISE ADDENDUM. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS SET FORTH IN THIS SECTION ARE INTEGRAL TO THE AMOUNT OF CONSIDERATION LEVIED IN CONNECTION WITH THE INSTALLATION SUPPORT SERVICES AND THAT, WERE LOCKPATH TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH IN THIS ON-PREMISE ADDENDUM, SUCH CONSIDERATION WOULD OF NECESSITY BE SET SUBSTANTIALLY HIGHER. CERTAIN STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO CLIENT.
Sections 6, 8, 9, 10, 11 and 12 of this On-Premise Addendum survive termination or expiration of this On-Premise Addendum.
12. Entire Addendum.
The Parties acknowledge that they have had previous discussions related to the performance by LockPath of the installation support services for Client and the possible strategies which may be used by Client to implement the on-premise installation services to achieve the requirements identified by Client. This On-Premise Addendum and the Agreement constitute the complete agreement between the Parties and supersede all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this On-Premise Addendum. The Parties expressly disclaim any reliance on any and all prior agreements, understandings, RFPs, verbal and/or written communications related to the on-premise installation services to be provided by LockPath. No other act, document, usage or custom amends or modifies this On-Premise Addendum unless agreed to in writing signed by a duly authorized representative of both Parties.