Common use of True-Up Users Clause in Contracts

True-Up Users. If permitted on the Order, Customer may exceed the number of licensed Designated Users by the maximum number permitted on the Order (such additional users referred to as “True-Up Users”), provided that Customer notify Accellion of the number of True-Up Users promptly following the end of each calendar quarter in which Customer has True-Up Users. Accellion or its Channel Partner will then invoice Customer for such True-Up Users at a prorated amount of the annual rate stated in the applicable Order. Such prorated amount includes charges for the calendar quarter when True-Up Users commenced using the Accellion Solution and the remaining License Term. Upon payment, True-Up Users shall be deemed Designated Users under this Agreement and for any renewals. When Customer is permitted to add True-Up Users, Customer agrees to allow Accellion, with reasonable prior notice, to enter the premises under Customer’s possession or control during normal business hours, or, with Customer’s prior consent, not to be unreasonably withheld, to electronically access the Accellion Solution, or, with respect to Hosting Services and Web Orders, to monitor use, to verify Customer’s compliance with this Agreement. Customer shall promptly pay to Accellion any underpaid fees revealed by such audit and, if the audit reveals an underpayment of 5% or more, the reasonable costs of the audit.

True-Up Users. If permitted on the Order, Customer may exceed the number of licensed Designated Users by the maximum number permitted on the Order (such additional users referred to as “True-Up Users”), provided that Customer notify notifies Accellion of the number of True-Up Users promptly following the end of each calendar quarter in which Customer has True-Up Users. Accellion or its Channel Partner will then invoice Customer for such True-Up Users at a prorated amount of the annual rate stated in the applicable Order. Such prorated amount includes charges for the calendar quarter when True-Up Users commenced using the Accellion Solution and the remaining License Term. Upon payment, True-Up Users shall be deemed Designated Users under this Agreement and for any renewals. When Customer is permitted to add True-Up Users, Customer agrees to allow Accellion, with reasonable prior notice, to enter the premises under Customer’s possession or control during normal business hours, or, with Customer’s prior consent, not to be unreasonably withheld, to electronically access the Accellion Solution, or, with respect to Hosting Services and Web Orders, to monitor use, to verify Customer’s compliance with this Agreement. Customer shall promptly pay to Accellion any underpaid fees revealed by such audit and, if the audit reveals an underpayment of 5% or more, the reasonable costs of the audit.

True-Up Users. If permitted on the Order, Customer may exceed the number of licensed Designated Users by the maximum number permitted on the Order (such additional users referred to as “True-Up Users”), provided that Customer notify Accellion of the number of True-Up Users promptly following the end of each calendar quarter in which Customer has True-Up Users. Accellion or its Channel Partner will then invoice Customer for such True-Up Users at a prorated amount of the annual rate stated in the applicable Order. Such prorated amount includes charges for the calendar quarter when True-Up Users commenced using the Accellion Solution and the remaining License Term. Upon payment, True-Up Users shall be deemed Designated Users under this Agreement and for any renewals. When Customer is permitted to add True-Up Users, Customer agrees to allow Accellion, with reasonable prior notice, ,subject to Government security requirements to enter the premises under Customer’s possession or control during normal business hours, or, with Customer’s prior consent, not to be unreasonably withheld, to electronically access the Accellion Solution, or, with respect to Hosting Services and Web Orders, to monitor use, to verify Customer’s compliance with this Agreement. Customer shall promptly pay to Accellion any underpaid fees revealed by such audit and, if If the contractor’s audit reveals an underpayment any overuse of 5% or morethe software licenses granted to the GSA Customer, the reasonable costs contractor will provide immediate notice to the GSA Customer of the auditalleged deficiency and may invoice the GSA Customer for the number of licenses required to bring it into compliance under this Agreement.