By placing a check in the “I ACCEPT” BOX, CUSTOMER HEREBY ACKNOWLEDGES THAT CUSTOMER HAS READ THIS SUBSCRIPTION AGREEMENT, AND UNDERSTANDS AND AGREES TO ALL THE TERMS AND CONDITIONS HEREIN. CUSTOMER FURTHER AGREES THAT THIS SUBSCRIPTION AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN CUSTOMER AND PFU AMERICA, INC. (“PAI”) AND SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, BOTH ORAL AND/OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS SUBSCRIPTION AGREEMENT. CUSTOMER FURTHER AGREES THAT IF PAI IS REQUIRED TO ENGAGE IN ANY PROCEEDING, LEGAL OR OTHERWISE, TO ENFORCE ITS RIGHTS UNDER THIS AGREEMENT, PAI SHALL BE ENTITLED TO RECOVER DAMAGES FROM YOU, IN ADDITION TO ANY OTHER SUMS DUE, REASONABLE ATTORNEY FEES, COSTS, AND DISBURSEMENTS.
PAI and Customer are parties to the Master Agreement. This Subscription Agreement and the Master Agreement together comprise a separate Subscription between the Parties. The terms and conditions of the Master Agreement are hereby incorporated by reference into this Subscription Agreement. All capitalized terms used in this Subscription Agreement without definition have the meanings ascribed to them in the Master Agreement.
1. SUBSCRIPTION COMMENCEMENT PROCEDURES AND TERM. The initial term of any Subscription (“Initial Term”) shall begin ten (10) days after a purchase order is placed, and shall continue for (i) an initial period of six (6) months, if Equipment under this Subscription Agreement is or includes Hardware, or (ii) an initial period of one (1) month, if Equipment under this Subscription Agreement is Software only.
2. RENEWAL AND TERMINATION. Customer shall have the following options in respect of the Subscription:
[in case Equipment under this Subscription Agreement is or includes Hardware]
a. Renewal. Unless terminated in accordance with Section 2(b) below, the Subscription Agreement shall be automatically extended for successive calendar months with respect to all items of Equipment then subject this Subscription Agreement (such period the Subscription Agreement is to be renewed is termed the “Renewal Term”) and Customer shall be subject to the terms and conditions of this Agreement during any Renewal Term. For each calendar month that this Subscription Agreement is so extended, Customer shall pay to PAI , Fees in an amount equal to the monthly Fees payment in effect immediately prior to such extension (or the appropriate pro rata portion of the Fees payment then in effect in the case of Fees payable other than on a monthly basis), and all other provisions of this Subscription Agreement shall continue to apply.
b. Termination and Return/Deletion. Customer may elect to terminate this Subscription Agreement, by delivering to PAI , an End-of-Term Notice at least 30 days prior to the expiration of the Initial Term, or any Renewal Term, by returning all of Hardware and by then subject to this Subscription Agreement in accordance with Exhibit C of the Master Agreement prior to the end of such 30 days. PAI may also elect, to terminate this Subscription Agreement by delivering to Customer, an End-of-Term Notice at least 30 days prior to termination. Termination instructions will be provided to Customer as specified in Exhibit C. In addition, a final invoice will be provided to Customer upon receipt or non-return of any Hardware as originally ordered from PAI . If the Hardware is not returned by the end of the 30 day notice period, Customer shall be invoiced for such time until the Hardware is actually received by PAI . Should PAI terminate this Subscription Agreement under this provision, Customer shall then return all of the Hardware and delete all of the Software then subject to this Subscription Agreement in accordance with Exhibit C of the Master Agreement.
[in case Equipment under this Subscription Agreement is Software only]
a. Renewal. Unless terminated in accordance with Section 2(b) below, the Subscription Agreement shall be automatically extended for successive calendar months with respect to all items of Software then subject this Subscription Agreement (such period the Subscription Agreement is to be renewed is also termed the “Renewal Term”) and Customer shall be subject to the terms and conditions of this Agreement during any Renewal Term. For each calendar month that this Subscription Agreement is so extended, Customer shall pay to PAI , monthly Fees prior to such extension and all other provisions of this Subscription Agreement shall continue to apply.
b. Termination and Return/Deletion. Customer may elect to terminate this Subscription Agreement, by delivering to PAI , an End-of-Term Notice at least X days prior to the expiration of the Initial Term, or any Renewal Term, by deleting all of the Software then subject to this Subscription Agreement prior to the end of such X days in accordance with Exhibit C of the Master Agreement. In case the Subscription Agreement for Hardware was executed separately, and such Subscription Agreement for Hardware is expired or terminated in any reason, this Subscription Agreement shall be terminated along with the expiration or termination of such Subscription Agreement for Hardware. Fees paid to PAI for the final month of the Term will not be refund to Customer.
3. EQUIPMENT.
A. Description of Items of Equipment:
B. Initial Term: Six (6) Months if Equipment is or includes Hardware.
One (1) Month is Equipment is Software only.
4. FEES: As set in the Purchase Order accepted by PAI .
5. LATEST COMMENCEMENT DATE: Ten (10) days after Purchase Order Date.
6. EQUIPMENT LOCATION. The Equipment will be installed and located at the shipping address on the subscription order.
7. ADDITIONAL PROVISIONS:
PAI AGREES TO PROVIDE TO CUSTOMER AND CUSTOMER AGREES TO SUBSCRIBE FROM PAI THE EQUIPMENT DESCRIBED IN SECTION 3.A ABOVE. SUCH SUBSCRIPTION WILL BE GOVERNED BY THE MASTER AGREEMENT AND THIS SUBSCRIPTION AGREEMENT, INCLUDING THE IMPORTANT ADDITIONAL TERMS AND CONDITIONS SET FORTH ABOVE. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THIS SUBSCRIPTION AGREEMENT AND THE MASTER AGREEMENT, THE TERMS OF THIS SCHEDULE SHALL GOVERN. CUSTOMER HEREBY REPRESENTS AND WARRANTS THAT ON AND AS OF THE DATE HEREOF EACH OF THE REPRESENTATIONS AND WARRANTIES MADE BY CUSTOMER IN THE MASTER AGREEMENT ARE TRUE, CORRECT AND COMPLETE.
