Microsoft Azure/AppSource Marketplace Addendum

V1.0 20250715

This First Addendum (“Addendum”) is made and entered into by and between Customer and Jetmobile SAS DBA Celiveo (the “Publisher”) to that certain Standard Contract signed within the Azure Marketplace and AppSource Marketplace executed by the parties.

The terms of this Addendum are incorporated by reference in the Standard Contract. Except as specifically stated herein, each defined term utilized herein shall have the same meaning as is assigned to it in the Standard Contract.

In the event of any inconsistency or conflict between the Standard Contract and this Addendum, the terms and conditions of this Addendum shall govern and control.

Recital

WHEREAS, Customer and Publisher desire to affect the purchase of the Offering under the terms of the Standard Contract, in the manner set forth below.

 

Agreement

1 Deletion of Section 1.6.d Restriction.

Section 10.6.d shall be deleted and replaced in its entirety as follows:
“10.6.d    (Intentionally omitted);”

2 Modification of Section 1.6.e Restriction.

Section 10.6.d shall be replaced in its entirety as follows:
“1.6 e: downgrade parts of an Offering”

3 Modification of Section 4    SERVICE LEVEL AGREEMENTS (SLA).

Section 4 shall be replaced in its entirety as follows:
“4.1 Maintenance and Support Services. Publisher shall provide maintenance and support services “Maintenance and Support”) as specified in this Section 4 and in accordance with Publisher’s then-current SLA and support policies (“Support Guide”), available at https://manual.celiveo365.com/currentrelease/en/topic/service-level-agreement-sla.

    • a.    Maintenance and Support Definition. Maintenance and Support means that Publisher will provide: (a) Updates and Upgrades (each as defined in the release notes available at manual.celiveo365.com), if any, and appropriate Documentation; and (b) web ticket assistance with respect to the Offering, including (i) clarification of functions and features of the Offering; (ii) clarification of Documentation pertaining to the Offering; (iii) guidance in the operation of the Offering; and (iv) error verification, analysis and correction.
    • b.     Eligibility of Offering. Maintenance and Support will not include services requested or provided in connection with the following, and any services so requested will be billed to Customer at Publisher’s then-current rates:
      • improper installation or use of the Offering by Customer that deviates from any operating procedures established by Publisher in the applicable Documentation;
      • modification, alteration or addition or attempted modification, unauthorized pen-testing, hacking attempt, alteration or addition of the Offering undertaken by persons other than Publisher or Publisher’s authorized representatives; or
      • software or technology of any party other than Publisher.

4.2 Responsibilities of Customer.

Publisher’s Maintenance and Support obligations under this Agreement are subject to the following Customer responsibilities:

  1. Customer shall provide reasonably detailed information regarding all errors or malfunctions of the Offering to Publisher. Customer shall take such steps necessary to carry out procedures for the rectification of errors or malfunctions within a reasonable time after such procedures have been received from Publisher.
  2. Customer shall reasonably train its personnel in the use and application of the Offering and the equipment on which it is used.
  3. Customer shall install any and all Updates and Upgrades provided by Publisher. Publisher shall have no obligation to provide support under this Agreement in the event that Customer’s service request can be corrected by the Customer not installing the Updates and/or Upgrades to the Offering.”

 

4 Modification of Section 6.2: Disclaimer“

Section 6 shall be replaced in its entirety as follows;
“

  1. Except as expressly stated in this Agreement, the Offering is provided as is. To the maximum extent permitted by law, Publisher disclaims any and all other warranties (express, implied or statutory, or otherwise) including of merchantability or fitness for a particular purpose, whether arising by a course of dealing, usage or trade practice, or course of performance..
  2. PUBLISHER DOES NOT WARRANT THAT THE OFFERING, DOCUMENTATION, OR ANY SERVICE SHALL MEET CUSTOMER NEEDS, BE ERROR FREE, THAT THE OPERATION OF THE OFFERING WILL BE UNINTERRUPTED OR THAT THE OFFERING DOES NOT INFRINGE ANY RIGHT. CUSTOMER ASSUMES SOLE RESPONSIBILITY FOR RESULTS OBTAINED FROM THE USE OF THE OFFERING BY CUSTOMER AND FOR CONCLUSIONS DRAWN FROM SUCH USE. PUBLISHER SHALL HAVE NO LIABILITY FOR ANY DAMAGES CAUSED BY ERRORS OR OMISSIONS IN THE SERVICE PROVIDED BY PUBLISHER TO CUSTOMER IN CONNECTION WITH THE OFFERINGS OR ANY ACTIONS BY PUBLISHER AT CUSTOMER’S DIRECTION. CUSTOMER ACKNOWLEDGES AND AGREES THAT IT HAS FULL KNOWLEDGE THAT THE OFFERING RELIES ON A CLOUD PAAS INFRASTRUCTURE AND SAAS SERVICES ARE NEVER WHOLY FREE FROM INTERRUPTIONS, DEFECTS, ERRORS AND BUGS, AND THE PUBLISHER GIVES NO WARRANTY OR REPRESENTATION THAT THE OFFERING WILL BE WHOLLY FREE FROM ANY INTERRUPTIONS, DEFECTS, ERRORS AND BUGS.”

5 Modification of Section 7: DEFENSE OF THIRD PARTY CLAIMS

Section 7 shall be deleted in its entirety and replaced with the following:
“The parties will defend each other against the third-party claims described in this section and will pay the amount of any resulting adverse final judgment or approved settlement, but only if the defending party is notified within ten days in writing of the claim and has the right to control the defense and any settlement of it. The party being defended must provide the defending party with all requested assistance, information, and authority. The defending party will reimburse the other party for reasonable out-of-pocket expenses it incurs in providing assistance. This section describes the parties’ sole remedies and entire liability for such claims.”

6 Modification of Section 8: LIMITATION OF LIABILITY

Section 8a (Subscriptions) shall be amended and restated in its entirety as follows:

“EXCEPT FOR BREACH OF THE CONFIDENTIALITY AGREEMENT UNDER ARTICLE 3 OF THIS AGREEMENT OR YOUR VIOLATION OF THE PUBLISHER’S INTELLECTUAL PROPERTY RIGHTS OR LICENSE RESTRICTIONS SET FORTH IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAWS AND REGULATION, EITHER PARTY SHALL BE LIABLE FOR ANY COSTS, DAMAGE AND EXPENSES ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER UNDER WARRANTY, CONTRACTUAL OR TORT LIABILITY (INCLUDING NEGLIGENCE), OTHER LIABILITY OR OTHERWISE, THAT EXCEED IN AGGREGATE THE FEES PAID TO PUBLISHER FOR THE OFFERING THAT IS THE SUBJECT OF THE CLAIM. IF THE CHARGES FOR SUCH OFFERING ARE PAID ON A RECURRING BASIS, THEN THE ABOVE LIMIT WILL BE THE CHARGES PAID FOR THE OFFERING DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR USD 100,000 WHICHEVER IS THE LOWEST.”


7 Deletion of Section 10.5 Refund.

Section 10.5 Refund shall be deleted in its entirety and replaces in its entirety as follows:

“10.5    Intentionally omitted.”

8 Modification of Section 11.4 Amendments

Section 11.4 shall be deleted in its entirety and replaced with the following:

“Publisher may make commercially reasonable updates to the Agreement and pricing from time to time. Unless otherwise noted by Publisher, material changes to the Standard Contract will become effective 30 days after they are posted, except to the extent the changes apply to new functionality or the Data Processing and Security terms of the Agreement, or applicable law, in which case they will be effective immediately. Publisher will provide notice at least 30 days in advance for material changes to the Agreement. If Customer does not agree to the updated Agreement, Customer may stop using an Offering or terminate this Agreement under Section 10.2 (Termination without cause). Customer’s continued use of an Offering after an update to this Agreement will constitute consent to such changes.”

 

9 Modification of Section 11.10 Applicable Law

Section 11.10 shall be deleted in its entirety and replaced with the following:

“The Standard Contract and any dispute(s) or claim(s) arising out of or in connection with it or its subject matter or formation (including non-contractual dispute(s) or claim(s)) shall be governed by and construed in accordance with the laws of France without giving effect to any choice or conflict of law provisions or rule (whether of France or any other jurisdiction). In relation to any dispute(s) or claim(s), each Party irrevocably agrees that the courts of the France shall have exclusive jurisdiction to settle any such dispute(s) or claim(s). The Parties hereby irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the services contemplated hereby.”

10 Addition of Section 11.15 Force Majeure

Section 11.15 shall be created with the following:

“Force Majeure. Except for the obligation to make payments, nonperformance of either Party shall be excused to the extent that performance is rendered impossible by strike, fire, flood, acts of God, governmental acts or orders or restrictions, acts of terrorism, war, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control of the non-performing Party and not due to its fault or negligence.”

11 Addition of Section 11.16 Re-export

Section 11.16 shall be created with the following:

“The Customer shall not directly or indirectly export or re-export any technical information or software that is subject to or acquired in connection with this Agreement.

The Customer shall not sell, export or re-export, directly or indirectly, to the Russian Federation or for use in the Russian Federation the Offering under or in connection with this Agreement that fall under the scope of Article 12g of Council Regulation (EU) No 833/2014;”

 

The provisions of the Agreement shall be read with and form part of this Amendment Agreement and where there is any inconsistency between the provisions of this Amendment Agreement and those of the Agreement, this Amendment Agreement shall, to the extent of that inconsistency, prevail.