Common use of ON-GOING SUPPORT Clause in Contracts

ON-GOING SUPPORT. IDU shall make available to CLIENT: (a) Updates and Upgrades; and (b) access (via CLIENT’s use of the Internet, telephone or other means established by IDU) to: (i) IDU’s helpdesk; (ii) qualified technical personnel for advice regarding CLIENT's use of the Software (collectively "On-Going Support" and provided as part of the Annual, Monthly or Cloud License Fee as may be applicable). Unless indicated otherwise in a Schedule, for an initial period of twelve (12) consecutive months beginning upon the effective date of a Schedule, IDU shall provide to CLIENT On- Going Support with respect to the Software designated therein and, in consideration thereof, CLIENT shall pay IDU an Annual, Monthly or Cloud License fee based on a percentage of IDU's then current standard Software license fee for the affected Software as determined in the Schedule. Thereafter, should the CLIENT elect to use the Software then IDU will invoice CLIENT the appropriate Annual, Monthly or Cloud License fee prior to the anniversary date of the then current License period or, in the case of multiple year commitments for which full payment has been received by IDU, prior to the expiration of such commitment and annually or monthly thereafter. If CLIENT elects to renew the License, it shall pay the applicable License fee within thirty (30) days from the date of invoice and, in any event, prior to the expiration date of the License period. Nothing in this Section shall entitle CLIENT to receive Software updates and upgrades, which are separately priced and licensed by IDU as new products or new modules to existing products. If CLIENT allows the License to lapse, it may thereafter renew such support for the affected Software by paying the then current Annual or Monthly License fee plus an amount equal to the aggregate License fees that would have been payable for the affected Software during the period of lapse. This does not apply to Cloud Licensing. When IDU issues an Upgrade, IDU will endeavour to provide On-Going Support for a minimum of two (2) versions immediately preceding the latest Upgrade. Notwithstanding the foregoing, IDU, at its option, may elect to discontinue the provision of On-Going Support with respect to any version by providing CLIENT with no less than six (6) months prior written notice. This does not apply to Cloud Clients. In the case of Cloud Clients IDU will be facilitating the hosting the software and will upgrade this software to the latest versions as and when appropriate. If there is to be down time then clients will be notified in a timely fashion of this.

Appears in 1 contract

Sources: Software License Agreement

ON-GOING SUPPORT. IDU shall As and when available from time to time in the ordinary course of SSA's business, SSA (or SSA's Licensor or SSA's Affiliate, as determined by SSA) shall, unless indicated otherwise in a Supplemental Schedule, make available to CLIENT: CLIENT (aI) Updates and Upgrades; Upgrades and (b) access (via CLIENT’s use of the Internet, telephone or other means established by IDU) to: (i) IDU’s helpdesk; (ii) access via telephone (or other electronic means as determined by SSA) to qualified technical personnel for advice and consultation regarding CLIENT's use of the Software (collectively "On-Going Support" and provided as part of the Annual, Monthly or Cloud License Fee as may be applicable"). Unless indicated otherwise in a Supplemental Schedule, for an initial period of during the first twelve (12) consecutive months beginning upon the effective date of a Schedulethis Agreement remains in effect, IDU SSA (or SSA's Licensor or SSA's Affiliate, as determined by SSA) shall provide to CLIENT On- On-Going Support with respect to the Software designated therein and, in consideration thereof, CLIENT shall pay IDU SSA an Annual, Monthly or Cloud License On-Going Support fee based on a percentage equal to eighteen (1*%) of IDUSSA's then current standard Software license fee for the affected Software as determined listed in a Supplemental Schedule. After the first twelve (12) months, and for a period of two (2) consecutive years thereafter, CLIENT may elect to receive On-Going Support upon payment to SSA of an annual On-Going Support fee equal to eighteen (18%) of the then current Software license fee charged to new customers of SSA for the then current version of the Software listed in the ScheduleSupplemental Schedule and acquired under the same Method of Acquisition. Thereafter, should the CLIENT may elect to use receive On-Going Support upon payment of such fees to be established by SA in accordance with SSA's then current policies and procedures. The On-Going Support fee together with the initial term (beginning upon the effective date of the related Supplemental Schedule) during which On-Going Support will be made available by SSA (or SSA's Licensor or SSA's Affiliate, as conflict between any On-Going Support fee calculated in accordance with the foregoing paragraph and the corresponding fee set forth in the Supplemental Schedule, the fee set forth in the Supplemental Schedule shall govern and control with respect to the Software then IDU identified therein. SSA will invoice CLIENT the appropriate Annual, Monthly or Cloud License On-Going Support fee annually prior to the anniversary date of the then current License period this Agreement or, in the 3 case of multiple year commitments for which full payment has been received by IDUSSA, prior to the expiration of such commitment and annually or monthly thereafter. If CLIENT elects to renew On-Going Support fee annually prior to the Licenseanniversary date of this Agreement or, in the case of multiple year expiration of such commitment and annually thereafter. If CLIENT elects to renew On-Going Support, it shall pay the applicable License On-Going Support fee within thirty (30) days from the date of invoice and, in any event, prior to the expiration date of the License periodOn-Going Support services then being provided. Nothing in this Section shall entitle CLIENT to receive Software updates and upgrades, upgrades which are separately priced and licensed by IDU SSA (or SSA's Licensor or SSA's Affiliate) as new products or new modules to existing products. If CLIENT Client allows the License On-Going Support to lapse, it may thereafter renew such support for the affected Software by paying the then current Annual or Monthly License annual On-Going fee plus an amount equal to the aggregate License On-Going Support fees that would have been payable for the affected Software during the period of lapse. This does not apply to Cloud Licensing. When IDU Whenever SSA issues an a Software Upgrade, IDU SSA (or SSA's Licensor or SSA's Affiliate, as determined by SSA) will endeavour continue to provide On-Going Support for for, at a minimum of minimum, the two (2) versions immediately preceding the latest Upgrade. Notwithstanding the foregoing, IDU, at its option, may elect ; subject to SSA's option to discontinue the provision of On-Going Support with respect to any version such support earlier by providing CLIENT with no less than six (6) months prior written notice. This does not apply notice (in which event CLIENT may be entitled to Cloud Clients. In a prorated refund of the case applicable On-Going Support fees previously paid to SSA for the balance of Cloud Clients IDU will be facilitating the hosting the software and will upgrade this software to the latest versions as and when appropriate. If there is to be down time then clients will be notified in a timely fashion of thisdiscontinued support period).

Appears in 1 contract

Sources: Software License Agreement (Quaker Fabric Corp /De/)