1. Section 2(A) of the MSA is hereby amended and restated in its entirety as follows:
“We offer subscription-based Services. By subscribing to the Services via an authorized reseller or payment intermediary (“Reseller”), and subject to our execution of an agreement with the Reseller and your acceptance of this Agreement, you have a limited, non-exclusive, royalty-free (apart from the Services fees due to LogicMonitor), non-transferable and terminable license to access and to use the Services solely for your internal business operations during the Term. You are expressly prohibited from sublicensing use of the Services to third parties. However, you may choose to offer access to and use of the Services to your Affiliates, provided that (i) you shall remain the contracting party with us with respect to the payment of fees and all access and use; and (ii) you hereby agree that you shall retain full, unconditional responsibility for all such access to and use of the Services and LogicMonitor Technology and all compliance herewith. “Affiliate” means a corporation or other legal entity which a party owns or controls, is controlled by or is under common control with such entity through ownership or control of more than 50% of the shares entitled to vote. You hereby agree that neither you nor your Affiliates or customers shall take any action intended to interfere with or disrupt the Services or any other user’s use of the Services.”
2. Customer acknowledges and agrees that its access to the Services is subject to Reseller paying fees owed for the Services on Customer’s behalf. In the event that Reseller fails to pay fees owed in a timely fashion and does not cure such failure within thirty (30) days of written notice from LogicMonitor to Reseller (with a copy provided to Customer), LogicMonitor shall have the right to terminate this Agreement or suspend Customer’s access thereto until payment is received; provided, that, if Reseller’s failure to pay fees owed is not the fault of Customer, LogicMonitor shall cooperate in good faith with Customer to transition to an alternative reseller or to a direct purchase model without interruption in the Service.
3. The Term of the MSA shall commence on the date of the Order and shall continue throughout the duration of Customer’s use of the Services, so long as the applicable Channel Partner remains a subscriber in good standing on behalf of Customer.
4. The payment terms in Section 3 shall be null and void, as Customer’s payment obligations shall be addressed vis a vis the applicable Channel Partner.