PRE-ORDER PURCHASE TERMS
This is a legally binding agreement between You and Appeon Limited, a Hong Kong corporation registered at 1/F Shell Industrial Building, 12 Lee Chung Street, Chai Wan, Hong Kong. Your purchase is governed by the Program’s software license agreement (“EULA”) and these additional terms (collectively “Agreement”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the EULA.
IF YOU ARE PURCHASING THE PROGRAM ON BEHALF OF AN ORGANIZATION, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO DO SO AND BIND YOUR ORGANIZATION TO THIS AGREEMENT.
1. ACCEPTANCE OF TERMS. Your acceptance of the unmodified terms and conditions of this Agreement shall be indicated by Your electronic or physical signature on the Order Form. If placing Your Order online, You consent and agree that Your clicking of the “Place Order” button constitutes Your electronic signature, acceptance, and agreement under the United States federal E-SIGN legislation and that such electronic signature will meet the requirements of an original signature as if actually signed by You in writing. Further, You agree that no certification authority or other third-party verification is necessary to the enforceability of Your signature. At our request, any electronically signed document must be re-executed in original form by You. No party hereto may raise the use of an electronic signature as a defense to the enforcement of this Agreement.
2. DELIVERY. Appeon shall deliver the Program, including Updates, via electronic software download (“ESD”). Risk of loss passes at the time of such electronic delivery. Electronic delivery of the Program is scheduled on or before June 30, 2017.
3.1 License: You are purchasing a subscription-based Seat License to the Program (“Subscription”), which is a non-perpetual license that allows You to Use the Program for the number of Seats indicated in Your Order during the Subscription Term. The Subscription Term does not begin until the Program is made available for ESD.
3.2 Support: During the Subscription Term, Appeon shall provide You the level of Support (including Updates) in accordance with Appeon’s then current support policies posted to Appeon’s website at www.appeon.com.
3.3 Renewals: The Subscription Term may be extended, in one-year increments, for as long as the Program is made generally available, by paying applicable fees prior to the expiration of such Subscription Term. UNLESS YOU SET THE SUBSCRIPTION AUTO RENEWAL PREFERENCE TO “OFF” WHEN PLACING YOUR ORDER OR IN YOUR ACCOUNT PRIOR TO THE END OF YOUR CURRENT SUBSCRIPTION TERM, YOUR SUBSCRIPTIONS WITH RESPECT TO YOUR ACCOUNT WILL AUTOMATICALLY RENEW FOR AN ADDITIONAL ONE YEAR PERIOD, AND YOU AUTHORIZE APPEON (WITHOUT NOTICE) TO COLLECT THE APPLICABLE FEES, USING THE CREDIT CARD OR BILLING CREDENTIALS THAT YOU PROVIDED.
3.4 Upgrades/Downgrades: You may Upgrade Your Subscription at any time, effective immediately, and You will be charged and must pay the applicable fees. If You wish to Downgrade Your Subscription, unless otherwise specified, the Downgrade will take effect at the end of the current Subscription Term.
3.5 Termination: Your Subscription automatically terminates at the end of the current Subscription Term unless you have indicated and paid to extend the Subscription Term. You may cancel your Subscription at any time, effective at the end of your current Subscription Term.
4. FEES AND TAXES.
4.1 Fees: The fees for Your Subscriptions (“Subscription Fees”), as set forth in Your Order, are fixed for the lifetime of the Subscription Term (including subsequent renewals). However, any additional Subscriptions You Order in the future will be charged at the list prices set forth in Appeon’s then current Price List.
4.2 Taxes: ALL FEES DO NOT INCLUDE TAXES OF ANY KIND. You shall be responsible for and agree to pay all applicable sales or use, goods and services, value added, consumption or other similar fees, duties or taxes imposed by any government (other than Appeon's income and corporate franchise taxes). If You are required to pay any withholding tax, charge, or levy from any payments due to Appeon hereunder, You agree to gross up payments actually made to Appeon such that Appeon receives the amount due hereunder in full and free of any deduction for any such withholding tax, charge, or levy. Where applicable law requires You to self-assess or reverse-charge any taxes, You shall be responsible for complying with such law.
4.3 Payment: You agree to pay Appeon the Subscription Fees in United States currency. If paying by credit card, You authorize Appeon to provide your credit card and related billing information to payment processors and charge your credit card for the Subscription Fees immediately. If paying by bank wire transfer or check, payment must be received within sixty (30) days of invoice issuance or Your Order may be cancelled. All Subscription Fees are non-refundable (except as expressly set forth in Section 5 below).
5. WARRANTY. Appeon warrants to fulfill Your Order no later than June 30, 2017. In the event Appeon fails to fulfill Your Order on time, Your sole remedy shall be a refund of the Subscription Fees paid to Appeon. Warranty for the Program is subject to the terms and conditions of the EULA. APPEON DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, NONINFRINGEMENT, ACCURACY OF INFORMATIONAL CONTENT, FITNESS FOR A PARTICULAR PURPOSE, AND CONDITIONS OF MERCHANTABLE QUALITY, WHETHER ARISING BY STATUTE OR IN LAW OR AS A RESULT OF A COURSE OF DEALING OR USAGE OF TRADE, WITH RESPECT TO THE PROGRAM, DOCUMENTATION, SUPPORT OR OTHER SERVICES RELATED TO THE PROGRAM.
6. ENTIRE AGREEMENT. THIS AGREEMENT IS THE ENTIRE AGREEMENT OF THE PARTIES AND SUPERSEDES ALL PREVIOUS AND CONTEMPORANEOUS COMMUNICATIONS, REPRESENTATIONS, OR AGREEMENTS REGARDING THE SUBJECT MATTER HEREOF.