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On-Premise Deployment Addendum

to the Wallboard End User License Agreement and Subscription Services Agreement

This On-Premise Deployment Addendum (this “Addendum”) is entered into by Wallboard Display-US, LLC, a Texas limited liability company (“Wallboard”), and the customer identified below (“Customer”), and supplements (a) the Wallboard End User License Agreement available at wallboard.us/legal (the “EULA”) and (b) the Subscription Services Agreement or other Order Form between the parties (the “Order Form”). This Addendum applies where and to the extent the Deployment Model specified in the Order Form is On-Premise Deployment. Capitalized terms used but not defined in this Addendum have the meanings given in the EULA. In the event of a conflict, this Addendum controls over the EULA and the Order Form with respect to the subject matter of On-Premise Deployments.

1. Delivery​

Wallboard will deliver the Software electronically by making it available for download, together with the applicable license keys and installation Documentation. The Software is deemed delivered when so made available. No physical media will be provided unless stated in the Order Form.

2. Installation; System Requirements​

Unless Installation Services are ordered under Section 3, Customer is responsible for installing the Software in accordance with the Documentation and Wallboard’s published system requirements. Customer is responsible for procuring, configuring, securing, and maintaining all hardware, operating systems, databases, virtualization layers, network connectivity, and other infrastructure required to run the Software. Wallboard’s support obligations do not include remediation of issues caused by infrastructure that does not meet the published system requirements.

3. Installation and Managed Services (If Ordered)​

If the Order Form or a statement of work includes installation, configuration, migration, or ongoing management services (“Deployment Services”), the following applies:

  • (a) Scope. The scope, deliverables, schedule, and fees for Deployment Services are as set forth in the Order Form or statement of work. Work outside the stated scope will be performed only upon mutual written agreement (email sufficient) at Wallboard’s then-current hourly rates.
  • (b) Customer Prerequisites. Customer shall, at no charge to Wallboard: (i) provide timely remote access (including VPN or comparable secure access) and, where required, physical access to the target environment; (ii) designate a knowledgeable technical contact with authority to make decisions on Customer’s behalf; (iii) ensure the target environment meets Wallboard’s published system requirements before the scheduled start date; and (iv) provide timely, accurate information reasonably requested by Wallboard.
  • (c) Delays. If Wallboard is unable to perform scheduled Deployment Services because Customer has not satisfied the prerequisites in Section 3(b), Wallboard may charge for resulting idle time and rescheduling at its then-current rates, upon notice to Customer.
  • (d) Managed Environments. Where Wallboard provides ongoing management of Customer’s On-Premise Deployment, the respective administrative responsibilities of the parties (including patching cadence, monitoring, backup verification, and escalation) shall be documented in the applicable statement of work.

4. Updates; Currency Obligation​

During the Subscription Term, Wallboard will make Updates available to Customer electronically at no additional charge. New products, major version upgrades, and separately priced add-on modules are not included unless stated in the Order Form. Unless Wallboard is engaged to manage the environment under Section 3(d), Customer is responsible for installing Updates. Customer shall keep the Software reasonably current and, at a minimum, no more than one (1) major release behind the then-current generally available release. Wallboard may limit or decline support for versions older than permitted by this Section, and Customer acknowledges that use of an outdated version may affect Wallboard’s indemnification obligations as provided in Section 9.3(d) of the EULA.

5. Support​

Wallboard will provide support for On-Premise Deployments in accordance with Schedule A (Support & Service Levels) to the Order Form, subject to the following: (a) Customer shall provide remote access to the deployment environment sufficient for Wallboard to diagnose and resolve issues, and support response and resolution efforts are measured from the time such access is available; (b) support does not include administration, tuning, or remediation of Customer’s servers, operating systems, databases, virtualization layers, or network; and (c) if remote access is not made available and on-site support is required, Wallboard may charge reasonable travel time and expenses at its then-current rates with Customer’s prior approval.

6. License Keys; Telemetry​

The Software may use license keys or comparable mechanisms to enforce the licensed scope stated in the Order Form. Customer shall not circumvent, disable, or interfere with any license enforcement mechanism. The Software may transmit to Wallboard limited license and diagnostic telemetry consisting of license key status, version information, and counts of Devices, endpoints, and Authorized Users (“License Telemetry”). License Telemetry does not include the content of Customer Data. If Customer operates the Software in an environment that prevents transmission of License Telemetry (for example, an air-gapped network), Customer shall, upon Wallboard’s reasonable request, provide reports containing the equivalent information.

7. License Verification; Audit​

Upon Wallboard’s written request, no more than once per calendar year, Customer shall certify in writing the number of Devices, endpoints, and Authorized Users using the Software. In addition, Wallboard may, upon at least fifteen (15) business days’ prior written notice and no more than once in any twelve (12) month period, audit Customer’s use of the Software during normal business hours, remotely where practicable, and in a manner that does not unreasonably interfere with Customer’s operations, solely to verify compliance with the licensed scope. Information obtained through verification or audit shall be treated as Customer’s Confidential Information under Section 11 of the EULA and used solely for compliance purposes. If verification or audit reveals use in excess of the licensed scope, Customer shall promptly pay the Fees applicable to the excess use at Wallboard’s then-current list pricing, measured from the date the excess use began, and, if the excess exceeds five percent (5%) of the licensed scope, Customer shall also reimburse Wallboard’s reasonable costs of the audit.

8. Security; Allocation of Responsibilities​

As between the parties: (a) Customer is solely responsible for the physical, network, and system security of the infrastructure on which the Software is installed, including access controls, encryption of data at rest, patching of underlying systems, backups of application data and configurations, and disaster recovery; (b) Wallboard is not responsible for loss of Customer Data resulting from Customer’s failure to maintain adequate backups; (c) where Customer grants Wallboard personnel access to Customer’s environment, Wallboard shall use such access solely as necessary to perform its obligations, shall safeguard credentials provided to it, and shall comply with Customer’s reasonable written security policies provided to Wallboard in advance; and (d) as provided in Section 5.4 of the EULA, Customer is solely responsible for the geographic location of Customer Data and any applicable data residency requirements for On-Premise Deployments.

9. No Service Levels​

As provided in Section 7.1 of the EULA, the uptime commitment and service credits in Section 7 of the EULA do not apply to On-Premise Deployments, and Wallboard makes no availability commitment with respect to Customer-operated infrastructure.

10. Term; Effect of Termination​

This Addendum is effective as of the effective date of the applicable Order Form and continues for so long as an On-Premise Deployment is licensed under that Order Form. Upon expiration or termination, Customer shall comply with Section 10.5 of the EULA, including uninstalling and destroying all copies of the Software within fifteen (15) days and certifying such destruction in writing upon Wallboard’s request.

11. General​

Except as expressly modified by this Addendum, the EULA and the Order Form remain unchanged and in full force and effect. This Addendum may be executed in counterparts, including by electronic signature, each of which is deemed an original.

Signatures​

WALLBOARD DISPLAY-US, LLC

a Texas limited liability company

By: ________________________________________

Name: ______________________________________

Title: _______________________________________

Date: _______________________________________

CUSTOMER:

________________________________________ (legal name)

By: ________________________________________

Name: ______________________________________

Title: _______________________________________

Date: _______________________________________

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