AIMS TERMS AND CONDITIONS OF PAYMENT
ACCEPTANCE: Any purchase order or sale issued in response to this Invoice is considered to be Customer’s acceptance of the Terms and Conditions of Payment contained herein as well as to the terms set forth the AIMS End User Licensing Agreement (EULA) which can be found in full at www.AIMS360.com, as well as the AIMS Service Level Agreement (“SLA”). AIMS hereby objects to any additional, different or conflicting terms or conditions set forth in any other document. No terms, provisions, or conditions of Customer’s purchase order shall be effective unless expressly accepted by AIMS in writing. Any additional or different terms and conditions contained in any other document shall be deemed material alterations within the meaning of the Uniform Commercial Code and shall not become part of any agreement between AIMS and Customer.
PRICING/PAYMENT: Terms of payment are recurring credit card on file or ACH unless otherwise provided in the Invoice. All payments shall be in the legal currency of the United States unless otherwise designated in the Invoice. All prices are subject to exception or change without notice. Pricing errors may be corrected at any time. AIMS reserves the right to make adjustments to pricing, products offerings for reasons including, but not limited to changing market conditions, product discontinuation, product unavailability, vendor price changes and errors in advertisements.
LATE PAYMENT: Any unpaid balance shall bear interest at the rate of one and one-half percent (1 ½ %) per month or the maximum amount permitted by law (whichever is lower) from the due date until such amount is paid. AIMS may, at any time and without obligation, require payment in cash, security, or other adequate assurances satisfactory to AIMS when, in the opinion of AIMS in its sole discretion, the financial circumstances of Customer warrant such action. Further, should Customer fail to pay any amount specified herein when due and then fail to cure this delinquency, in addition to such other rights as AIMS may have at law, equity or under this Agreement, AIMS reserves the right to immediately suspend Customer’s use and access to the AIMS Software hereunder and/or terminate this Agreement without notice.
ADMINISTRATIVE FEES: Customer understands AIMS incurs various costs associated with administrative changes requested by Customer from time to time. In an effort to accommodate Customer’s requests, Customer hereby acknowledges the following fees: a) Wire Transfer Fee for inbound wires of $25 (fee can be avoided if payment made by credit card, or ACH); b) Bounced check/non-sufficient funds fee of $50 (fee applied when an ACH or physical check are returned by your bank as “Insufficient funds”/”unpayable”); c) Customer name change fee of $150; d) Account change fee $150 e) Workstation Activation Fee $50 (fee to activate users local workstation for remote desktop connection and printing etc.); f) Upgrade Fee $250 (AIMS will not charge for downgrades but there is a $250 fee if customer requests upgrade within 90 days of downgrade); g) Hosting Account Reinstatement fee $250 (activation fee for reinstatement of suspended/canceled account to hosting server); h) Account Cancellation – reserve data $250 fee applies where Customer requests their account be canceled and that AIMS keep Customer data on AIMS server for up to 6 months); i) Account Suspension $250.
AIMS MAINTENANCE AGREEMENT & TECHNICAL SUPPORT: AIMS is pleased to offer a maintenance and support program to our customers. This program is offered to help our Customers and Customer’s employees should any problems be encountered in using the software. AIMS Technical Support is included as part of your AIMS Maintenance Agreement or with your AIMS Cloud Hosting Subscription. AIMS maintenance includes access to our support site where you can access many training videos, Q&A through our knowledgebase and AIMS software bug fixes. Unless otherwise agreed to in writing by both parties, AIMS bills for the following services: all IT work, research, data manipulation, training and consulting services. For current rates please contact the Sales Department. Please visit our AIMS’s website for contact information and business hours. AIMS is committed to supporting our software, however, if you are experiencing a hardware or network problem, although we may be able to provide some assistance, we strongly recommend that in those instances you contact your Company’s technical support staff as AIMS has limited experience in hardware or network support and does not offer any representations or warranties that AIMS can assist on these issues. It is Customer’s full responsibility to resolve any and all internet, networking and hardware issues, and AIMS offers no warranties, or representations in regards to such issues. Customer understands that should AIMS offer support to Customer, and access any of Customer’s property including but not limited to files, data, information, servers, software, hardware that Customer accepts such support at Customer’s sole and absolute risk and that AIMS makes no representations or warranties with respect to such support. Customer agrees to and understands that AIMS waives any and all liability associated with such support. If you decide not to enter into an AIMS Maintenance Agreement or if your AIMS Maintenance Agreement has expired AIMS will not be able to offer you maintenance, upgrades, or support.
RECURRENT BILLING: If you are renting AIMS Software or running or hosting AIMS on the Internet, AIMS requires Customer to provide AIMS with appropriate authorization to bill Customer’s credit card automatically or provide instructions for Automatic Clearing House (“ACH”) for each billing cycle. Customer’s billing cycle is stated on Customer’s AIMS License Declarations. If Customer is unable to provide this information, AIMS reserves the right to refuse service and/or terminate access. Customer should review and approve AIMS’ Credit Card Authorization Form for further details.
TAXES AND DUTIES: The amount of all applicable taxes (federal, state or local) will be charged unless the Invoice clearly states that the goods are tax exempt and an exemption certificate is on file at AIMS’s location. Any personal property taxes assessable on the goods or services shall be borne by the Customer.
CUSTOMER’S TERM AND TERMINATION RIGHTS: Unless otherwise agreed to in writing, and subject to the terms contained herein, all AIMS Subscription based services are offered for a minimum of one (1) year terms and Customer understands that AIMS Subscription based services are eligible for termination only after a minimum of one (1) year of service. Thereafter, Customer may terminate the services by providing AIMS with written notice through our support ticket system by sending email to email@example.com to get a ticket number. A ticket must be submitted requesting termination at least 30 days prior to the end of the one (1) year term. Where notice is not received in accordance with the terms of this section, Customer’s term will automatically renew for an additional one (1) year term. By way of example, and unless otherwise agreed to in writing by both parties, a subscription purchased on Jan 1, 2014, would be ineligible for cancelation until Jan 1, 2015, where upon if customer desires to cancel, Customer would need to give written notice via support ticket system to AIMS by December 1, 2014. Should notice of termination not be received via support ticket system, Customer’s terms shall automatically renew and Customer shall be charged on December 25, 2014 for the next quarter of the following one year term. Further, unless otherwise agreed to in writing, if Customer requests service be terminated prior to the end of the current, pre-paid billing period, AIMS will not refund any portion of such pre-paid fees. Customer understands and acknowledges that AIMS offers a subscription based service and that Customer will be charged irrespective of whether or not Customer or Customer’s employees actually use the service subscribed to and offered by AIMS. Customer also understands and acknowledges that AIMS does not offer refunds for failure to comply with the AIMS termination policy and that any refund provided for any reason whatsoever is within AIMS sole discretion. Upon cancellation or termination of AIMS services, for any reason whatsoever, whether by AIMS or Customer, AIMS reserves the right to purge customer’s data from the AIMS system immediately, unless otherwise agreed to in writing in advance of termination by both parties.
AIMS’ TERMINATION RIGHTS: AIMS CAN SUSPEND OR TERMINATE CUSTOMER’S SERVICE OR ANY AGREEMENT WITH CUSTOMER FOR ANY REASON IN AIMS’s SOLE DISCRETION WITH OR WITHOUT NOTICE. Prior circumstances in which AIMS has limited or ended service include but are not limited to the following: (a) Customer harasses AIMS employees or agents; (b) Customer knowingly provides AIMS with false statements or information; (c) Customer interferes with AIMS’s operations; (d) Customer attempts to install, remove or in any way modify software or hardware on AIMS’s servers; (e) Customer files for insolvency or bankruptcy; or (f) any breach of this Agreement.
LEASING, RENTING AND/OR FINANCING: If Customer has financed the purchase of an AIMS Software license, AIMS will bill Customer periodically according to Customer’s contract until said account is fully paid. Upon first payment by Customer and acceptance of same by AIMS, AIMS will provide Customer access to the software in good faith and provide Customer with a password so that Customer may initiate use of the AIMS software. Customer understands and acknowledges that where access has been provided to Customer based upon a financing arrangement, should customer decide to terminate use of the software, Customer is under the obligation to pay the full purchase price of the Software and agrees to do so. Please note, if any portion of Customer’s bill is unpaid by the due date, AIMS reserves the right to refuse service or access to the AIMS software until customer’s account is brought current. In the event Customer’s account is terminated or frozen because of late payment, Customer will be charged a 10% reinstatement fee of the outstanding amount in the event Customer’s account is brought current and requests service be reinstated. If Customer fails to bring the account current and pay all outstanding fees, AIMS reserves the right to terminate the contract and refuse access to the AIMS Software and institute collection proceedings for any outstanding balance. In the event of termination, AIMS will not offer refunds, or reimburse Customer for the amounts paid and Customer understands and acknowledges that AIMS does not offer any refunds.
If you are renting AIMS Software or running or hosting AIMS on the Internet, AIMS requires Customer to provide AIMS with authorization to bill Customer’s credit card automatically or provide instructions for Automatic Clearing House (“ACH”) for each billing cycle. The billing cycle is as follows: March 25, June 25, September 25 and December 25 and is also stated on Customer’s AIMS License Declarations. If Customer is unable to provide this information, AIMS reserves the right to refuse service and/or terminate access.
ACCESS AND DELIVERY: Access dates provided by AIMS to any product are approximate and are based on prompt receipt of all necessary information regarding the order. AIMS will use its best efforts to meet the scheduled date shown on the face hereof, but does not guarantee to do so. Failure to meet access dates as scheduled does not constitute a cause of cancellation and/or for damages of any character.
PROPRIETARY INFORMATION: Customer shall maintain in strict confidence, and not disclose to any other person or entity, all nonpublic, confidential, proprietary and/or trade secret information acquired or learned from AIMS without AIMS’s prior written permission, which may be withheld in the absolute discretion of AIMS. Customer understands and acknowledges only registered users are permitted to access the AIMS Software. Customer agrees that any breach of this provision would cause AIMS irreparable injury and a remedy in law would be inadequate and, without limiting any other remedy available at law or equity, an injunction, specific performance or other equitable relief, in addition to money damages, shall be available to AIMS. Customer also agrees to pay AIMS all costs incurred by it in enforcing any of this provision, including without limitation, actual attorney fees.
RETURN OF MATERIALS: Customer hereby agrees that upon termination of this Agreement whether caused by Customer or AIMS, Customer shall immediately return to an authorized AIMS representative all existing copies of AIMS Software and any related materials to AIMS. If such copies cannot be reasonably delivered to AIMS, Customer shall render all copies unusable and certify in writing to the complete destruction of all copies. All returned materials shall be the sole property of AIMS.
NO WARRANTY: AIMS does not warrant that the functions contained in AIMS’s software or described in its documentation will meet the Licensee’s requirements, or will operate in the software or hardware combinations which Licensee may select, or that the operation of our software will be uninterrupted or error-free, or that any defects that may exist in our software will be corrected. Licensee shall not use our software where significant damage or injury to persons, property or business may happen if any error occurs. Licensee expressly assumes all risks for such use
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, IF ANY, AIMS’ SOFTWARE AND ALL RELATED DOCUMENTATION ARE PROVIDED AS-IS AND WITHOUT WARRANTY OF ANY KIND. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND AIMS DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGMENT AND FITNESS FOR A PARTICULAR PURPOSE OR USE.