1.1 If applicable, Eastwing Solutions Limited or insightsoftware will electronically deliver to Customer the Software listed in Table A on the Purchase Agreement and related installation instructions and documentation is normally made available by insightsoftware in connection with the Software (“Documentation”) promptly after execution of this Purchase Agreement.
1.2 Installation – Except as otherwise set forth in the Agreement or a Statement of Work, all Software products listed on the Purchase Agreement are to be installed by Customer. The installation process is supported through insightsoftware’s normal support process and/or assistance by Eastwing Solutions. Installation of all such Software shall only be on devices controlled by the same Windows login for each licensed user. For the sake of clarity, one user may install such Software on both a Personal Computer (“PC”) and a laptop, for example, as long as both devices are controlled by the same Windows login for that user and the password and user ID for such Software is the same on both devices for that user. The minimum prerequisite hardware/software requirements are stated in the Documentation.
1.3 Training/Implementation Services – If specified in Table A, Eastwing Solutions Limited will provide Customer with training and/or implementation services as set forth in Table A. Except as otherwise set forth in a Statement of Work, the parties will use commercially reasonable efforts to complete training/implementation services within 90 days of delivery of the Software or services set forth in Table A. Customer will reasonably cooperate with Eastwing Solutions Limited so as to enable Eastwing Solutions Limited to provide and complete the training/ implementation services in accordance with the terms herein.
1.4 If Customer does not purchase training/implementation services, any training related calls or services will be billed at the current hourly rate, billed in half hour increments.
Annual Maintenance and Support
2.1 Insightsoftware offers annual maintenance and support services for the Software (“Support”). For perpetual licensing the maintenance will be payable each year on or before the renewal date. For subscription licenses the maintenance will be included in the subscription fee. Insightsoftware will provide Customer with Support commencing on the Effective Date for a period as set forth in Notes on the Purchase Agreement (“Maintenance & Support Term”). The Maintenance & Support Term is non- cancellable and Support fees are non-refundable, unless otherwise provided for in the Agreement. Support fees for the first year are specified in Table A above.
2.2 The Support fee for additional licenses of the Software will be co-terminus with Customer’s Support Term and Company will prorate the invoice for the additional Support fees to align with Customer’s anniversary date. Annual Support fees for each subsequent year is due in advance on each anniversary.
2.3 Subscription Licenses and Support shall be renewed for successive periods of one (1) year each at the end of the initial Term(s) and each subsequent Term (“Renewal Term”), unless the Subscription Licenses and/or Support is terminated by either party by written notice of at least sixty (60) days prior to the expiration of the then-current Term. insightsoftware reserves the right to modify Subscription Licenses and Support fees annually by providing Customer at least sixty (60) days written notice.
3.1 The fees in Table A represent the first year’s fees for Subscription licenses and Support. Perpetual licenses and Services fees are one-time fees.
3.2 Unless noted otherwise, Eastwing Solutions Limited will invoice Customer for all fees upon execution of the Purchase Agreement. Customer will pay all invoices within 30 days of the date of invoice. Invoices not paid within 30 days of the due date are subject to an interest charge of the lesser of one and one half percent (1.5%) per month and the maximum permitted by law. All prices and payments are in the currency indicated on this Purchase Agreement.
3.3 Reimbursements – If indicated on this Purchase Agreement, Customer agrees to reimburse Eastwing Solutions Limited for its reasonable travel expenses (airfare, lodging, meals and ground transportation, etc.) actually incurred in connection with providing the Services.
3.4 Taxes and Other Charges – Unless Customer provides a valid tax exemption certificate, Customer agrees to pay any and all applicable taxes resulting from any transaction hereunder, except for any taxes based on Eastwing Solutions Limited’s net income. All amounts referenced in Table A are due to Eastwing Solutions Limited and are exclusive of all taxes including federal, state and local use, sales, property, ad valorem, excise and similar taxes, as well as any customs duties paid or payable, however designated related to this transaction. Customer will make payment to Eastwing Solutions Limited whenever Eastwing Solutions Limited is required to pay or collect such amount from Customer and unless required by law, Customer shall not deduct from payments to Eastwing Solutions Limited any amounts paid or payable to third parties for customs duties or taxes, however designated.
If you have any questions or suggestions about our Terms & Conditions, do not hesitate to contact us.