Rider to Netwrix Corporation
Software License Agreement for Strongpoint Software
This Rider to Netwrix Corporation Software License Agreement for Strongpoint Software (the “Rider”) is entered into by and between Netwrix Corporation (“Netwrix”), a Delaware corporation, and the entity on whose behalf the Strongpoint Software is used (“Licensee”). This Rider modifies the Netwrix Corporation End User License Agreement (the “Agreement”) only with respect to Licensee’s use of Strongpoint Software (as such term is defined below) and together with the Agreement sets forth all terms and conditions applicable to use of the Strongpoint Software.
DEFINITIONS. Capitalized terms used in this Rider and not otherwise defined herein shall have the meaning given to such terms in the Agreement.
“Activation Key” means, collectively, the specific serial number, code, and authorization for access to the Strongpoint Software issued by Netwrix to Licensee.
“Full Users” are individuals with access to the Platform and includes any licensed user seat of the Platform whether or not that seat is in use. For the purpose of counting Full Users, users with restricted access to the Platform will be counted as partial full users of the system based on the purchase price for such users from the provider of the Platform.
“Platform” means the system(s) with which the Strongpoint Software is being used, such as NetSuite or Salesforce.com.
“Strongpoint Software” refers to Netwrix Strongpoint for NetSuite or Netwrix Strongpoint for Salesforce, as stated in the applicable Order, and the applicable Documentation.
“Support Services” means remote technical support services provided to Licensee during the Subscription Term pursuant to an Order including implementation coaching.
AMENDMENTS. The Parties hereby agree to delete Section 2 of the Agreement in its entirety and replace it with the following:
SECTION 2. STRONGPOINT SOFTWARE AND TECHNICAL SUPPORT.
2.1 Delivery, Access and Use. The Strongpoint Software will be delivered via a managed bundle or package available through the applicable Platform application store. Notwithstanding anything to the contrary in the Agreement, Netwrix grants to Licensee and its Affiliates a license to access or use the Strongpoint Software in accordance with the applicable Order only as a web service or in object-code form, as applicable, during the Subscription Term. Unless otherwise stated in the Order, where the Strongpoint Software is deployed as an extension or component of a Platform, the license grant extends to a single account instance of that Platform and its corresponding sandbox / test accounts.
2.2 Scope of Use. Licensee’s use of the Strongpoint Software is limited to the quantity of Full Users stated in the applicable Order. Licensee must notify Netwrix of any increase greater than 10% in Full Users of the applicable Platform (an “Increased Usage Notice”). Such Increased Usage Notice will be deemed an Order for all additional Full Users and Licensee will be invoiced for and agrees to pay for such additional Full Users at the same per unit cost as the contracted quantity for the Subscription Term in accordance with the terms of the Agreement.
2.3 Automated Documentation. The Strongpoint Software includes tools which may be used by Licensee to prepare automated documentation, in whole or in part; provided that, such automated documentation is not a replacement for documentation prepared by a qualified expert in the process or configurations concerned and the automated documentation is intended only to be an aid to such expert. For the avoidance of doubt, Netwrix does not warrant that automated documentation is sufficient, complete or accurate enough to make any desired change, and Licensee acknowledges that any change(s) made by Licensee to its systems is made at its own risk.
2.4 Standard Support. The scope of the Support Services is as follows:
- Netwrix shall make available to Licensee incremental updates to the Strongpoint Software, including corrections, patches, and bug fixes, if and when Netwrix makes them generally available without charge to licensees of the Strongpoint Software.
- Netwrix shall respond to communications from Licensee to email@example.com that report failures of the Strongpoint Software to operate substantially in accordance with its specifications.
- Netwrix shall respond to a reasonable number of communications from Licensee that request consultation on the operational/technical aspects of the Strongpoint Software, provided that such requests are made by individuals generally skilled in the use of computers.
- Support Services shall be available only via email to firstname.lastname@example.org, unless Enhanced Support is included in an Order. Such emails may be submitted at any time, however, will only be answered between Monday through Friday, 8 am to 9 pm Eastern Time. Netwrix will attempt to respond to email inquiries within one (1) business day from receipt of the inquiry.
2.5 Enhanced Support. When “Enhanced Support” is included in an Order, Licensee shall also have access to phone support line(s) applicable to the Strongpoint Software, which phone support will be available Monday through Friday, 8 am to 9 pm Eastern Time.
2.6 Upgraded Versions. Support Services do not entitle Licensee to receive new or enhanced versions of the Strongpoint Software which Netwrix does not make generally available without charge to licensees of the Strongpoint Software. To receive such new or enhanced version, Licensee must pay an additional fee. The terms of the Agreement shall apply to any such new or enhanced version and such version shall be considered Strongpoint Software.
2.7 Service Level Commitment. Netwrix commits that hosted versions of the Strongpoint Software will have 99.99% availability. The application will be considered available if the bulk of its core features are available to Licensee’s users. Specific bugs and issues that do not impair the general or overall availability of the application will not be counted against this availability. Where the Strongpoint Software is deployed as an extension or component of a Platform, unavailability of that Platform generally, the inability of Licensee to access that Platform for any reason or bugs or issues arising from defects or bugs in that Platform will not count against the availability. Netwrix will advise its licensees as quickly as reasonably possible of any loss of availability. In the event that the application is available for less than the prescribed time, Netwrix will issue a pro rata credit for the fees for the applicable period to be applied at the end of the then-current Subscription Term; provided that, in the aggregate, the total credits may not exceed 10% of the annual fee for the Strongpoint Software as stated in the applicable Order.
2.8 Non-Payment. Upon Licensee’s breach of the Agreement, including without limitation failure to pay applicable fees in accordance with the Agreement and applicable Order, Netwrix may prevent Licensee from accessing the Strongpoint Software, including without limitation by invalidating Licensee’s Activation Key, or deny Support Services.
TERMINATION AND ENTIRE AGREEMENT. This Rider may be terminated in accordance with Section 6.3 of the Agreement. In the event there is any conflict between the terms of this Addendum and the terms of the Agreement, the terms of this Addendum shall control solely as to the subject matter of this Addendum. Unless specifically modified or amended by the terms of this Addendum, all the terms, conditions, liabilities and obligations of the Agreement shall be and remain applicable, in effect, valid, and enforceable between the Parties in accordance with the terms of this Addendum. This Addendum, the Agreement, and any Order express the entire agreement with respect to the subject matter hereof.