1.1. This On-Premises Software Addendum incorporates by reference the terms of the Master Agreement effective on the date set forth in the referencing Schedule between Adonis and Customer. Any capitalized terms used in this On-Premises Software Addendum shall have the meanings given in the Master Agreement unless otherwise provided herein.
2.1. Customer’s license is for internal use and Adonis grants the Customer a limited, non-exclusive, non-transferable license, for the term to:
2.1.1. install and deploy the Adonis Software in the Software Location up to the Authorized Use Limitation
2.1.2. permit its Authorized End Users Access to the Adonis Software for Customer’s and Affiliates’ internal business wherever located. The Customer hereby expressly agrees that a breach by an Authorized End User of the Agreement shall be considered to be a breach by and the responsibility of the Customer.
2.2. Unless otherwise specified, fees are based on Named Users as specified in the Schedule.
2.3. The grant of license is contingent upon Customer’s compliance with the following obligations set out under this provision: Customer agrees, that it shall not (i) access or use any portion of the Adonis Software not expressly authorized in the Schedule: (ii) cause or permit de-compilation, reverse engineering, or otherwise translate all or any portion of the Adonis Software; (iii) modify, unbundle, or create derivative works of the Adonis Software and/or Documentation; (iv) rent, sell, lease, assign, transfer or sublicense the Adonis Software or use the Adonis Software to provide hosting service bureau, on-demand or outsourcing of Software or Documentation; (vi) use the Adonis Software beyond the Authorized Use Limitation.
2.4. Installation. The Customer agrees to prepare Customer’s equipment and site for Adonis Software installation in accordance with Adonis requirements which will be communicated to the Customer’s technical contact Any remote Software connection should provide for reasonable industry-standard performance. Adonis does not accept the use of unlicenced Software for remote connections for installation and running support services.
2.5. Adonis Administrator. The Customer agrees to appoint at least one administrator and a backup administrator that shall serve as Adonis’ primary contact for Maintenance and services (“Adonis Administrator”). The Customer agrees that these Adonis Administrators will complete the necessary training to comply with our requirements for the Adonis Administrator designation. Adonis will rely on all oral and written orders and instructions issued by these Adonis Administrators, including without limitation, instructions to initiate work and incur expenses on the Customer’s account.
2.6. All rights not specifically granted hereunder are expressly reserved.
3.1. Adonis will provide the Customer with technical support for the Adonis Software to operate according to the Documentation, help desk support and Maintenance for the Adonis Software based on Maintenance guidelines published by Adonis.
3.2. The Customer shall be provided with Maintenance during the Subscription Term in accordance with Adonis’ Support Policies. To access Maintenance, Customer may utilize the Adonis website, or other site or notification mechanism as Adonis may designate from time to time.
3.3. For any Maintenance requests, Customer should be prepared to provide to support personnel all pertinent information, in English, including but not limited to, incident severity, Products and Services, Software environment (Production or Non-Production), incident description, and a technical contact familiar with Customer’s environment or the problem to be solved. The Customer must use reasonable efforts to communicate with Adonis in order to verify the existence of the problem and provide information about the conditions under which the problem could be re-created.
3.4. Upon receiving the Customer’s technical contact information, Maintenance will be provided in a timely and professional manner by qualified support engineers. The Maintenance shall consist of:
3.4.1. Access to Adonis support website for online support and access to Adonis software product and Documentation, incident severity description with response objectives listed, Frequently Asked Questions, samples, webcast recordings and demos, usage tips and technical updates, as such are made generally available by Adonis.
3.4.2. Access to Adonis help desk and the ability to open and manage support incidents via Adonis support online or by telephone.
3.4.3. Production environment support: 24x7 for severity 1 incidents; normal business hours for severities 2-4. Depending on the Service Level Agreement specified in the Schedule, (Bronze, Silver, Gold, or Platinum), the response objectives will be as listed on the Adonis support website, or as specified in the Schedule.
3.4.4. If applicable to the Products and Services, Non-Production environment support: Normal business hours for incidents of all severities.
3.4.5. Interactive remote diagnostic support allowing Adonis support engineers to troubleshoot an incident securely through a real-time browser-based remote control feature for support issues that may be resident in Customer’s software or systems.
In the event that the Adonis Software contains third-party software components, additional terms, notices and/or information that may be applicable to such third-party software components may be found in the documentation accompanying the Adonis Software (e.g., a user manual, user guide, or readme.txt or notice.txt file).
5.1. Adonis warrants that the Adonis Software as defined in the Schedule will operate materially in accordance with the applicable specifications set forth within the Documentation after delivery of the Adonis Software subject to Customer’s compliance with the Agreement.
6.1. If Adonis has breached the warranty set forth in the section entitled: Performance Warranty, Customer’s remedy is for Adonis to, in consultation with Customer, either (i) use reasonable efforts consistent with industry standards to cure the defect, or (ii) replace the Adonis Software(s) with one that materially complies with the Documentation, or (iii) terminate the license and provide a pro-rata refund of the license fees paid and or Maintenance fees. If option (iii) applies, the pro-rata refund shall be calculated on the number of months left remaining on the Term of the applicable Schedule.
6.2. Warranty remedies are conditioned upon (i) any error or defect complained of is reasonably reproducible by Adonis, (ii) the Adonis Software is not modified and is being used in accordance with Adonis Documentation, and (iii) the breach is not attributable in whole or in part to any non-Adonis product(s) or service(s).
6.3. THE ABOVE WARRANTIES ARE THE SOLE WARRANTIES PROVIDED BY ADONIS. NO OTHER WARRANTIES, INCLUDING THAT THE ADONIS SOFTWARE IS ERROR-FREE, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR SUITABILITY AND/OR THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE ARE MADE BY ADONIS OR ITS SUPPLIERS.