Hart - Verity Master Agreement_12052016fWA2

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Verity Master Agreement _12052016fWA2 2 1. ORDERING Customer may request quotations for Products or Services from time to time. The existence of this Agreement does not obligate Customer to request a quotation or purchase any Products or Services from Hart. Any Customer request for quotation must include the following information: (i) description of requested Product or Services; (ii) unit quantity and/or desired term; (iii) Hart’s part number and/or vendor part number, if applicable; (iv) current unit price as provided by Hart, if applicable; (v) correct shipping address, if applicable; and (vi) any other order information required by Hart. Each request for quotation shall identify the address of the shipping destination, if applicable. Customer may only make a request for quotation via facsimile and other Hart approved electronic ordering methods, including email. All quotations are valid for only 30 days unless specifically stated on the front of the quotation. If the quotation is signed by Customer within thirty (30) days, Hart will provide notice of its acceptance via countersignature within fifteen (15) days of the date on which it receives Customer’s signature on the Hart quotation. Failure to provide such written acceptance shall be deemed Hart’s rejection of the order. Hart reserves the right to accept or reject any order initiated by Customer in Hart’s discretion. Only signed quotations will obligate the parties to the terms of such quotations and this Agreement with respect to the applicable Products and/or Services. Each accepted quotation shall be subject to the terms and conditions of this Agreement. 2. PRICING 2.1. Products. Prices for Products shall be specified by Hart in the relevant quotation or proposal and are subject to change without notice, including Prices for backordered Products, however, Prices in quotations or other agreements signed by both Parties are not subject to change. All prices are exclusive of shipping and packing costs, and insurance. 2.2. Annual License and Support Fee. The “Annual Fee” is the combined fee for licensing (in the case of Hart Proprietary Software), sublicensing (in the case of Sublicensed Software, if any), and support (a “License and Support Subscription”). Pricing for the initial Annual Fee is the amount specified as the “Initial Annual Fee” on Exhibit A. Pricing for subsequently ordered License and Support Subscriptions shall be specified on the applicable quotation, and unless otherwise specified, sha ll be pro-rated so as to be co-terminus with the initially-ordered License and Support Subscriptions. Hart may adjust the amount of the Annual Fee for renewal License and Support Subscription terms by notifying Customer of any price changes with the invoice in which the adjustment is made. Unless adjusted by Hart, each renewal Annual Fee will be the same as the Annual Fee for the renewing License and Support Subscription. 2.3. Other Services. Pricing for other Services shall be set forth in the applicable quotation, or if not specified, at Hart’s then-current hourly rates. 2.4. Additional Charges. Additional charges may apply to Services e.g., travel, communication and other expenses. There will be an additional charge at Hart’s current technician’s rate per hour for any technical work required as a result of other than Hart- recommended equipment purchased by the Customer for use with the Products. Any other additional charges must be mutually agreed to by Hart and Customer and documented in an amendment to this Agreement. 2.5. Taxes. All prices are exclusive of applicable taxes . All taxes shall be payable by Customer, unless Customer presents Hart with a proper certificate of exemption from such tax. If Customer challenges the applicability of any such tax, Customer shall pay the tax and may thereafter seek a refund. In the event Hart is required to pay any tax at time of sale or thereafter, Customer shall promptly reimburse Hart therefore. 3. PAYMENT 3.1. Products. Except as otherwise provided in Hart’s quotation, amounts due for Products shall be billed upon shipment and shall be paid in full within thirty (30) days after delivery. 3.2. Annual Fee. The Annual Fee for the initial License and Support Subscription is due upon execution of this Agreement and annually thereafter before expiration thereof. Annual Fees for subsequently ordered License and Support Subscriptions, if any, shall be due upon acceptance of order and unless specified on the applicable quotation, the corresponding Annual Fees for renewals thereof shall be due annually with the renewal of the initially -ordered License and Support Subscription (i.e. shall be pro-rated and become co-terminus). If Customer fails to timely pay an Annual Fee, all Software licenses and Software Support Services will automatically terminate. An additional escrow fee will be part of the annual fee to Customer. For as long as the additional annual escrow fee is paid in full, Hart will keep the software source code in escrow, with the Customer named as a preferred beneficiary. 3.3. Other Services. Amounts due for other Services shall be billed upon the earlier to occur of one or more of the following: first election in which the Professional Services are used; receipt of Services acceptance; not later than sixty (60) days after the date of Customer’s first election in which any portion of the Hardware and/or Software is used, and shall be due within thirty (30) days of receipt of invoice.