ON-PREMISE SUBSCRIPTION AMENDMENT

This On-Premise Subscription Amendment (“On-Prem Amendment”) is in addition to and incorporated as part of, the Agreement between the entity identified as Customer (or “you” or “your”) in the applicable Order Form (each, an “Order”), and DocuPhase, LLC (“DocuPhase”), a Delaware limited liability company, with its principal place of business located at 1499 Gulf-to-Bay Blvd., Clearwater, FL 33755 (each a “party” and collectively, the “parties”).

The parties acknowledge and agree that they have read and understand this On-Prem Amendment and, upon execution of the applicable Order, are legally bound by it. In the event of any conflict between this On-Prem Amendment and the Agreement, this On-Prem Amendment shall supersede and control in all respects.

Last updated: December 30, 2020

1. Definitions. As used in this On-Prem Amendment and/or the applicable Order for the Software:

   “Named Machine” means a device-based license to the Software that is specific to an individual device and which may be used by any individual to access the Software.

   “Named User” means a user-based license to the Software that is specific to an individual user and which may not be shared with other individual users to access the Software.

   “Software” means the DocuPhase computer software available for download via the use of a license key, as described in the applicable Order.

   “Subscription Term” means the term so identified in the applicable Order for the Software.

2. On-Premise Grant of License. Notwithstanding Section 2 of the Agreement, you have requested and DocuPhase has agreed to allow you to access and use the DocuPhase Technology for your internal business operations via the purchase of on-premise license subscriptions to the Software, subject to payment of the applicable Fees and compliance with this On-Prem Amendment. Such on-premise license subscriptions are non-exclusive, worldwide (subject to applicable laws regarding export controls as set forth in Section 6.3 of the Agreement) and non-transferrable (except as set forth in Section 12.4 of the Agreement). You are responsible for ensuring that the number of Named Users and/or Named Machines permitted to access the Software through your account does not exceed the number of Named Users and/or Named Machine license subscriptions purchased by you. Unless otherwise agreed by DocuPhase, your on-premise license subscriptions are to be installed, accessed, and used in relation to only one (1) instance of the Software, running on only one (1) server. If you wish to migrate your instance of the Software from the server where it is originally installed to another server, you are encouraged to contact your DocuPhase Contract Manager and request server migration assistance (available as a billable service).

   You may permit your authorized consultants, contractors and agents (“Third Party Providers”) to access and use the Software, but only on your behalf in connection with their provision of services to you, subject always to the Agreement. You are responsible for all Third Party Providers’ actions in relation to the Software.

3. Copies. You may make a reasonable number of copies of the Software and/or Documentation for archival and back-up purposes. All archival or backup copies of the Software are subject to the provisions of the Agreement and all DocuPhase titles, trademarks, copyrights and restricted rights notices must be reproduced on such copies.

4. Third Party Hosting of the Software. You may permit a third party to host the Software solely for the benefit of and access by the Licensed Parties, provided that such third party hosting provider agrees to be subject to and bound by the Agreement.

5. On-Premise Subscription Fees. You agree to pay DocuPhase a fee for your on-premise license subscriptions to the Software (“On-Premise Subscription Fees”) in the amount and according to the terms set forth in the applicable Order. Unless otherwise set forth in the applicable Order, On-Premise Subscription Fees shall be paid annually in advance.

6. License Scope and Restrictions. For clarity, the following sections of the Agreement are applicable to the SaaS Service only (i.e. not the DocuPhase On-Premise Subscription offering, as described in this Amendment): Sections 2.2(a), 2.2(b)(i) and (iii), 2.5, 2.6, 4.2 and 5.1. Subject to the foregoing sentence and unless otherwise provided in this Amendment, all references in the Agreement to the “Services”, the “DocuPhase Technology”, the “Platform Services” and/or the “SaaS Service” shall be interpreted as applying to the “Software”, including without limitation, Sections 3 and 4 of the Agreement.

7. Verification and Audit. Upon DocuPhase's written request, which shall be no more than once annually:

   (a) you agree to provide DocuPhase with a signed statement: (i) verifying that the Software and Documentation are being used in accordance with the Agreement; and (ii) confirming that unless otherwise agreed by DocuPhase in the applicable Order, you are only running one (1) instance of the Software on one (1) server; and/or

   (b) you agree to provide DocuPhase with access to your license file so that DocuPhase can verify your use of the Software in terms of number of Named Users and Named Machine licenses.

   If the foregoing verification and audit activity reveals an underpayment of any amounts payable to DocuPhase, you will promptly remit the full amount of such underpayment to DocuPhase. If the underpaid amount exceeds five percent (5%) of the amount payable to DocuPhase for the period audited and/or such verification and audit reveals a material non-conformance with the terms of the Agreement, then you will also pay DocuPhase’s reasonable costs of conducting such verification and audit.