ACTIVE NETWORK, THE 3-2013 - Laserfiche WebLink

Home Browse Search

GENERAL TERMS 24.3 The Support and Maintenance fees identiFed in the Pricing Form are applicable only upon the date of entry into this Agreement, and are subject to change thereafter in accordance with this Agreement's terms. 24.4 In consideration ofthe Support and Maintenance provided hereunder, Customer agrees to pay TAN the fees described in the Pricing Form, as modified explicitly pursuant to this Agreement. In the event Customer requires Support and Maintenance for additional Licensed Software, Customer agrees to pay TAN the additional Support and Maintenance fees applicable based upon the fees then in of %ct, prorated from the date of agreement to acquire such services to the Support Renewa] Date. 24.5 Unless the Pricing Form indicates otherwise, the fees charged hereunder are applicable to Support and Maintenance of Licensed Software used with respect to only a single database of Customer data. If Customer, after entering this Agreement, places in service one or more additional databases to be used in relation to the Licensed Software, then for each such additional database, an additional 25% of ail gross Licensed Software fees due, exclusive of such extra database fees, wilt be payable hereunder for Support and Maintenance. Customer will notify TAN as soon as reasonably possible ofthe installation or use of any such additional database(s). 24.6 TAN may terminate and suspend performance of all Support and Maintenance if Customer fails to pay any past due TAN invoice within thirty (30) days of written notice of such failure, in the event of any other material breach by Customer which remains uncured thirty (30) days after notice thereof or if any of the Licensed Software ceases to be subject of a valid software license agreement. 24,7 If at any time after Customer has initially licensed any of the Licensed Software from TAN, Customer's right to receive Support and Maintenance, or comparable services, from TAIY under this Agreement or a comparable agreement has lapsed. for any reason whatsoever, voluntarily or otherwise, and Customer wishes to receive Support and Maintenance from TAN, Customer will pay to TAN, prior to re- instatement of Support and Maintenance services: (a) a reinstatement fee equal to the greater of 50% of the current anntu ;I support fee or the sum ofthe unpaid support fees that would have been payable hereunder had this Agreement been in force during the time in which Support and Maintenance rights had so lapsed to the date of reinstatement, and (b) at least one additional yeaz of Support and Maintenance from the date of reinstatement. 25. TERM FOR SUPPORT AND MAINTENANCE 25.1 Term. TAN shall provide to Customer, and Customer shalt purchase from TAN, Support and Maintenance for a period commencing on the Support and Maintenance Start Date and, subject to termination as provided herein, continuing until the following Support Renewal Date or anniversary ofthe Support and Maintenance Start Date, with automatic renewals for one (1) year terms thereafter until either party gives written notice to 10 terminate Support and the Maintenance no less than ninety (90) days prior to the end ofthe then- current term, provided however that the fees payable in respect ofthe Services and the Products may be revised by TAN in accordance with this Agreement. SCHEDULE C: TERMS APPLICABLE ONLY TO THIRD PARTY PRODUCTS AND SERVICES 2s. PURCHASE AND SALE; DELIVERY 26.1 Purchase Commitment and Price. TAN hereby agrees to sell to Customer, and Customer hereby agrees to purchase from TAN, the Third Party Products listed in the Pricing Form in the volumes and at the prices described therein. 26.2 Delivery. TAN will ship all or any part of the Third Party Products to Customer as soon as reasonably practicable (or, if the below - described purchase order documentation does not seek immediate shipping, at the time TAN considers reasonable in order to meet the desired delivery date described) after receipt by TAN of a purchase order from Customer specifying the particular Third Party Products sought, the number ofsuch Third Party Products sought, the price payable therefor, and the desired date and location of delivery thereof. Any such purchase order must, at a minimum, reference quantity, description and price. 26.3 Changes by Customer to Delivery Schedule_ Following delivery by Customer of any purchase order documentation described in section 26.2, no changes by Customer to the shipment schedule described therein will be permitted unless TAN is notified thereof in writing at least ninety (90) days in advance of the delivery date sought in such purchase order documentation. 26.4 Acceptance of Purchase Orders. Purchase orders delivered by Customer to TAN in respect of Third Party Products are not binding upon TAN until accepted by TAN in writing. In any case, despite any indication to the contrary contained in any such purchase order documentation, no terms or conditions on purchase order documentation issued by Customer, other than the information required by TAN as set forth expressly in this Agreement, will be binding upon TAN, nor will any such terms or conditions modify or supplement this Agreement in any way, notwithstanding the fact that TAN may accept or otherwise approve such purchase orders. TAN reserves the right to refuse any such purchase order for any reason not contrary to this Agreement, including without ]imitation pricing differences as described in section 27.2. 26.5 Additional Third 'Party Products. Customer may purchase Third Party Products in addition to those listed in the Pricing Form by issuing additional purchase order documentation as described herein, provided that the supply (or non - supply) of such additional Third Party Products will be subject to this Agreement as though such additional Third Party Products had bean included in the Pricing Form on the date of execution o£Pricing Fortn subject to the following: