1. Scope. Private, client-dedicated documentation workspace: automated provisioning/initialization, role-based user access tied to RMM seat count, searchable versioned storage, standard platform integrations, and technical support (§4). Excludes third-party-platform documentation migration, custom development/automation, managed content curation, and dedicated storage overage (priced separately).
2. Fees & Billing. Recurring per-seat, billed on Client's primary Vantage cycle date. Default seat count = active RMM seat count at each cycle start; manual override permitted up to 20% above RMM count, subject to approval and possible additional fee. Auto-activates on Order Form execution; recurs monthly absent 30 days' written cancellation or base-subscription termination/downgrade eliminating applicability. Mid-cycle seat-count increases/decreases reflected prospectively on next invoice; no mid-cycle reduction credit. Net terms per MSA; USD unless specified; exclusive of sales/use/GST/VAT.
3. Term & Termination. Coterminous with primary Vantage subscription — cannot be ordered/renewed independently. Client cancellation: 30 days' notice; 30-day read-only export access post-cancellation, then write/access revocation. Termination for breach (unauthorized use, data misuse, §5 violation): immediate, no refund, fees due through then-current billing cycle. Post-termination: access lost; data retained 90 days then deleted. Renewal follows primary subscription's renewal absent Client written opt-out.
4. Service Levels. 99.5% target uptime (SLA controls where the incorporated 3VS SLA covers this add-on; 99.5% target applies where not explicitly covered), excluding scheduled maintenance (announced 48 hrs in advance, outside M–F 9 AM–6 PM ET). Support covers access/login/role-management, bug reports, feature-use guidance — excludes content review, documentation best practices, compliance advice. Response targets: Critical (total inaccessibility) 2 hrs business-hours; standard 24 business hrs — informational only, no credit/refund trigger. Automatic backups, ≥30-day retention; RTO/RPO details in incorporated SLA. Third-party-integration availability/performance is Client's responsibility to escalate directly to the third party.
5. Client Responsibilities. Sole responsibility for accuracy/legality/compliance of uploaded content, non-infringement, personal-data compliance (GDPR/CCPA), and appropriate sensitivity classification. Prohibited: malware/illegal content, competitive-intelligence/reverse-engineering use, cross-Client access attempts, primary source-code-repository storage (operational snippets permitted), access-control circumvention, AUP violations. Data residency: continental US default, regional election available. Access-control compliance: promptly report terminated employees/role changes for revocation; no credential sharing; comply with authentication/MFA policy. Inactive-document notice: Vendor may flag content inactive 24+ months for archive/delete offer.
6. Data Handling. Content classified Confidential or Internal by Client. TLS 1.3+ in transit, AES-256 at rest, keys managed by Vendor (not Client-accessible). Vendor accesses content only for support, legal compliance, fraud detection/prevention, or Schedule/MSA enforcement — not for analytics, ML, or product development without separate written consent (notably more restrictive than several sibling schedules' default aggregate-analytics permission — flagged as an intentional, offering-specific protection). Subprocessor list in DPA; 30 days' notice for new subprocessors, objection right on reasonable grounds. Client remains controller for any embedded personal data; Vendor cooperates with DSAR fulfillment per DPA. Credential/secret storage in KB is Client's risk; masking/tokenization recommended; Vendor not liable for compromise from Client's negligent credential handling. Breach notification: 72 hours (matches Master §6.3 default).
7. Third-Party Components. Integrates with Vantage platform services and optional third-party ticketing/CMDB/automation tools; availability depends on third-party API stability and Client configuration. Vendor not responsible for third-party performance/security; Client's use of integrations subject to third-party ToS. Open-source components under respective licenses (available on request); use of KB implies acceptance of applicable OSS terms. Updates/replacements: 30 days' notice before discontinuing a widely used integration (security-critical fixes may deploy immediately). No warranty beyond ensuring Vendor's own integration layer functions as designed.
8. Warranties. Limited warranty: professional performance and material conformance to standard feature documentation. Explicit disclaimer that Vendor makes no warranty regarding accuracy/completeness/legality/compliance of Client-authored documentation — validation and audit are Client's sole responsibility. Disclaims all other warranties (merchantability, fitness, non-infringement, uninterrupted/error-free/secure operation) per Master §8.3. No compliance-outcome guarantee for any framework (ISO 27001, SOC 2, HIPAA, PCI-DSS) — content documentation does not itself establish compliance.
9. Liability & Indemnification. Liability cap: total fees paid for this Addon in trailing 12 months (Master §7.1 default formula, no Schedule-specific floor). Consequential-damages exclusion per Master §7.4, carve-outs per Master §7.3. Client indemnifies for AUP violations, infringing/unlawful documentation content, and breach-of-Schedule claims. Vendor indemnifies IP-infringement claims regarding the platform itself (as used per this Schedule), with cure options (continued-use rights, non-infringing modification, or termination + prorated refund) — this constitutes the exclusive remedy for IP claims.
10. Precedence. MSA > incorporated SLA > NDA > this Schedule > applicable Order Form/pricing schedule (Master §2 hierarchy order, adapted to place the incorporated SLA above NDA consistent with this Schedule's own stated ranking — no conflict with Master §2 default). Amendment: 30 days' notice; pricing/billing-cycle/material-restriction changes require prior notice and typically an Order Form amendment; continued use = acceptance absent termination within the notice period. Platform feature/documentation updates do not require notice unless materially affecting functionality.
