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Addendum B

Additional Terms Relating to Orders Including Software


a) Upon execution of an Order including Software, Customer will be provided a license key that gives Customer access to the Software (“License Key”). The License Key will be time-limited until full payment of the applicable fees have been received by Sitecore.

b) Sitecore and its licensors retain all right, title and interest in the Software and Documentation. Subject to compliance with the Agreement, Sitecore grants Customer a non-exclusive, non-transferable, non-assignable, non-sublicensable (save as expressly provided in the Agreement) license, solely during the applicable Subscription Term, to copy and use the Documentation, and the Software, in compliance with applicable law, solely for the Permitted Usage. An Order may set forth other specific license terms and restrictions applicable to the Software.

2) SOFTWARE WARRANTIES. Sitecore warrants that:

a) the licensed Software will comply with the Documentation for a period of 120 days following the effective date of the applicable Order (“Software Warranty Period”). Customer must make any warranty claim to Sitecore within this Software Warranty Period. To the extent permitted by law, Customer’s sole and exclusive remedy will be the repair or replacement of the Software, or if Sitecore is unable to repair or replace the Software within 30 days of receiving notice of the defect, Customer will have the right to terminate the applicable Order and receive a full refund of the fees paid for the Software under that Order; and

b) before delivery to Customer, the Software has been tested by software generally used in the industry for such purposes to determine that the Software is free from viruses and other malicious code.


a) Annual Usage Report and Records. With respect to the licensed Software under an Order: (i) no later than the 15th calendar day following each 12-month period beginning from the effective date of the Order, Customer will submit to Sitecore a usage report identifying the number of Visits (as defined in the Order) in that 12-month period based on Customer’s use of the Software (the “Annual Usage Report”); and (ii) Customer will otherwise maintain accurate records of its compliance with the Agreement during the Subscription Term solely for the purposes of ensuring compliance with other (i.e. non-Visit) licensing metrics set forth in the Order (“Additional Records”), and will promptly provide such Additional Records to Sitecore upon its request, which Sitecore may only request once in any 12-month period. Invoicing for overages indicated by the Annual Usage Report will be as set forth in the Order. Where Customer is not able to use the Software for monitoring Visits, Customer will use appropriate monitoring software reasonably acceptable to Sitecore to produce the Annual Usage Report.

b) Audit Rights. If the Annual Usage Report or Additional Records are not timely produced, or if Sitecore has reasonable grounds to question their accuracy, Sitecore may, at its own expense, engage an independent third-party auditor to audit Customer’s use of the Software. Any such audit will be conducted upon reasonable notice to Customer and during Customer’s normal business hours in a manner that does not materially interfere with Customer’s normal business operations and using an auditor reasonably acceptable to Customer. Any auditor attending Customer’s premises or accessing any Customer computer shall: (i) sign a non-disclosure agreement; (ii) be accompanied at all times by an employee or representative of Customer; (iii) follow any reasonable instructions provided by Customer’s security staff; and (iv) not introduce any audit software into Customer’s systems without prior vulnerability testing and approval. Additionally, no remote access will be provided to Customer’s systems during any audit. Customer will reasonably cooperate with efforts to conduct the audit, including providing the auditor, in a timely fashion, all relevant information regarding its compliance with the Agreement. If such audit determines Customer has exceeded its purchased number of Visits, Sitecore will invoice Customer overages in accordance with the terms of the Order. If such audit determines any unauthorized use of the Software: (x) Sitecore will invoice Customer for all such unauthorized use in accordance with Sitecore’s then-current retail prices computed from the date the excess usage commenced; (y) if this invoice exceeds 5% of the amount of fees paid or payable under the applicable Order including Software for the most recent three years, Customer also agrees to pay the expense and costs of the audit; and (z) Customer will pay all such invoices within 30 days of receipt.

c) License Verification. In addition, Customer understands that the Software may track and report to Sitecore the License Key ID, Customer name, hostname (Customer’s website URL), host IP, version, and other usage information regarding the Software.

4) EFFECT OF TERMINATION. Upon termination or expiry of any Order, Customer will immediately cease all use of the Software provided to Customer under that Order and delete all copies of Software in its possession or control. Upon Sitecore’s request Customer will then certify that such use has ceased and that the Software has been erased, destroyed or otherwise made inoperable by any user in the future.