SUBSCRIPTION ITEMS ADDENDUM
THIS SUBSCRIPTION ITEM ADDENDUM (“the Addendum”) is made between LockPath, Inc., (“LockPath”), and the client identified on the applicable Purchase Schedule(s) (together with its employees, agents, and representatives, collectively referred to herein as “Client”). “Party” or “Parties” means, individually, Client or LockPath, and collectively, Client and LockPath. Capitalized terms used in this Addendum have the meaning defined under the Purchase Schedule.
The Client agrees to the terms and conditions of this Addendum which are incorporated herein by this reference to the attached Purchase Schedule (collectively, the “Agreement”) and constitute the entire agreement of the Parties and supersede all prior agreements, both oral and written, with respect to such subject matter. In the event of a conflict between this Addendum and any Purchase Schedules hereto, the terms of the applicable Purchase Schedules shall govern such conflict, then the Addendum. This Addendum is effective on the date indicated on the applicable Purchase Schedule(s) executed by Client (“Effective Date”).
1.0 SUBSCRIPTION ADDENDUM PURPOSE
On one or more occasions a Client that has purchased Keylight in a license format may also purchase Keylight items that are only offered in subscription format (“Keylight Subscription Items”). On these occasions the Subscription Addendum is incorporated. The Subscription Item Addendum terms and conditions apply only to the Keylight Subscription Items designated on a Client’s Purchase Schedule as being provided in subscription format.
2.0 KEYLIGHT SUBSCRIPTION ITEMS
2.1 Provision of Subscription Item Access. Subject to the terms and conditions of the Agreement, and for Client’s perpetual licenses, LockPath will provide access to Keylight Subscription Items by Client and its Authorized Users for internal business purposes on a limited, non-exclusive, non-transferable, non-sublicensable basis in executable form and subject to the user, version, module and quantity limitations identified and set forth in the Purchase Schedules. LockPath shall make the Keylight Subscription Items available to the Client and its Authorized Users pursuant to this Addendum and relevant Purchase Schedule(s) during the Initial Term and any Renewal Terms. Installation and acceptance has occurred upon LockPath making Keylight Subscription Items available for access and use by Client (“Deploy Date”). Client shall not permit access to or use of Keylight Subscription Items by persons who are not Authorized Users. Client is solely responsible for ensuring that all Authorized Users access and use Keylight Subscription Items in accordance to the terms of the Agreement. Client has the right to use and reasonably reproduce any documentation provided by LockPath in order to satisfy Client’s own internal requirements and per the terms of the Agreement. Reproduction of any documentation is solely for use of Client and shall contain LockPath’s and its licensors’ proprietary and other notices at all times. LockPath may update the functionality and user interface of Keylight Subscription Items from time to time in its sole discretion and in accordance with this Agreement as part of its ongoing mission to improve Keylight and Clients’ use of Keylight.
2.2 Unauthorized Use of Subscription Item Access: Unauthorized use of Keylight Subscription Items includes, without limitation, (a) attempts to gain access to other user accounts or data of other LockPath clients; (b) accessing Keylight through any technology or means other than through the user account information provided to Client or Authorized Users or through LockPath’s website(s); (c) use of Keylight to disseminate, store or transmit viruses, Trojan horses or any other malicious code or programs; (d) entering into or transmitting any information using Keylight that is unlawful, false, offensive, defamatory or infringes the rights of any person; and (e) using Keylight for purposes other than for which it was provided or in excess of the rights granted in the Agreement.
2.3 Availability. After the Deploy Date and during Term as defined in any Purchase Schedule(s), LockPath shall use commercially reasonable efforts to make Keylight Subscription Items available to Client on a 24 x 7 basis, excluding: (a) notified planned down time to perform routine maintenance during LockPath’s maintenance windows commencing at 9:00 p.m. Central Time Friday and ending at 9:00 p.m. Central Time Sunday. LockPath may reasonably modify such maintenance windows upon 14 days’ notice to Client; (b) down time as a result of problems, delays or slow speed with the public Internet infrastructure, problems with connectivity to the public Internet and/or Client’s network infrastructure; (c) introduction of computer virus and the like by Client’s third parties; and (d) any unavailability caused by circumstances beyond LockPath’s reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving LockPath employees) or denial of service attacks.
2.4 Protection of Client Data. LockPath shall maintain commercially reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Client Data. LockPath shall not: (a) modify Client Data; (b) disclose Client Data except as compelled by law or as expressly permitted in writing by Client; and (c) access Client Data except to provide Additional Services and prevent or address service or technical problems, or at Client’s request in connection with Client support matters.
3. OBLIGATIONS OF THE PARTIES
3.1 Obligations of Confidential Information. The receiving Party shall: (a) protect and safeguard the confidentiality of the disclosing Party’s Confidential Information with at least the same degree of care as the receiving Party would protect its own Confidential Information, but in no event with less than reasonable efforts, to prevent disclosure to outside parties; (b) not use the disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under the Agreement; and (c) not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees, agents and representatives who need to know the Confidential Information to assist the receiving Party, or act on its behalf, to exercise its rights or perform its obligations under the Agreement and who have agreed to obligations of confidentiality substantially similar to those in this Section 3.1. The receiving Party shall be responsible for any breach of this Section 3.1(Confidentiality) caused by any of its employees, agents, and representatives.
3.2 Required Disclosure. If a receiving Party receives a subpoena or other validly issued administrative or judicial process requesting Confidential Information of the disclosing Party, it shall provide prompt notice to the disclosing Party of such receipt, and provide reasonable assistance, at the disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The receiving Party shall thereafter be entitled to comply with such subpoena or other process to that extent required by Law.
3.3 Client Technological Obligations. Client and its Authorized Users will have the sole responsibility for: (a) acquiring, installing and maintaining the technology environment, software and equipment necessary to properly access and utilize Keylight, including, without limitation, PC’s , operating systems, browser software, servers, internet access, LANs and WANs; (b) any communications or other costs incurred in operating, using, updating, maintaining, supporting and servicing Keylight; and (c) any expenses relating to the foregoing. Client shall establish adequate operational back-up systems and procedures to ensure recovery and continuity of its systems and operations in the event of a failure of Keylight.
3.4 Additional Obligations. Client and LockPath are responsible for such additional obligations, if any, as set forth in this Addendum, including any attached Purchase Schedule(s), exhibits and schedules.
3.5 Return of Client Data. Upon request by Client made within 30 days after the effective date of termination of a purchased subscription, LockPath will make available to Client for download a file of Client Data in SQL Server backup file (.bak) format along with attachments in their native format. After such 30-day period, LockPath shall have no obligation to maintain or provide any of Client Data. In the event this Addendum is terminated for any reason other than LockPath’s breach of this Addendum, LockPath is entitled to retain all prepaid amounts and Fees for the applicable services being provided by LockPath under any Purchase Schedule. LockPath may retain any Client Data collected using Keylight Subscription Items for any minimum period required by applicable law and to the extent incorporated into LockPath’s disaster recovery or backup systems. LockPath may delete the Client Data in accordance with LockPath’s data retention policy as then in effect and as modified from time to time.