(Applicable to Customers who Purchase Directly from AAI)

As an additional benefit to Licensee under this Order Form, Licensee may exchange the software components herein for a credit to purchase alternative AAI Offerings (as defined below) in accordance with all the following terms:

  1. During the Contract Commitment Period (as defined below), Licensee may provide written notice to AAI to indicate Licensee’s intent to exchange the term-based, on-premise licensed software identified on this Order Form, excluding any third-party products resold by AAI (the “On-premise Licensed Software”), (all or in part) for an alternative AAI Offering (“Notice”), pursuant to a separately executed Order Form for such AAI Offering(s).

  2. Within the Contract Commitment Period, the subscription term for the On-premise Licensed Software continues month to month unless Licensee provides Notice at least ten (10) days prior to the start of the next monthly License Period (as defined below) (the “Notice Date”). For the avoidance of doubt, these terms are not intended to, and do not, extend such On-premise Licensed Software subscription beyond the Contract Commitment Period.

  3. Following Notice by Licensee, AAI shall calculate an Automation Adoption Credit equal to the remaining prepaid and unused license fees from the Notice Date for the applicable component of On-premise Licensed Software until the end of the Contract Commitment Period (the “AAC”).

  4. Licensee may only apply the entire AAC amount to a ’net new’, separate, executed Order Form for AAI Offerings.

  5. If the parties have not executed an Order Form for an AAI Offering to which to apply the AAC by the end of thirty (30) days after the applicable Notice Date, the license for the original On-premise Licensed Software identified on this Order Form shall continue for the duration of the Contract Commitment Period, and the Notice and applicable AAC will be voided and of no further effect.

  6. For clarity, nothing in these terms relieves Licensee of its prior payment obligations hereunder, including in the event of execution of any Order Form under which Licensee terminates a license for On-premise Licensed Software that gives rise to an AAC. In the event of a partial exchange of On-premise Licensed Software contained on this Order Form, nothing in these terms relieves Licensee of any future payment obligations as scheduled for any remaining On-premise Licensed Software not exchanged for an AAI Offering.

  7. Upon completion of the exchange of the applicable On-premise Licensed Software for an alternative AAI Offering, Licensee will discontinue all further use and deployment of the applicable On-premise Licensed Software, immediately uninstall it, and destroy all copies of it.

Definitions

  • “AAI Offering(s)” means any of the then-current suite of products marketed and sold by AAI, excluding any third-party products resold by AAI, or any of the suites of products contained on this Order Form.

  • “Contract Commitment Period” ("CCP") means the applicable subscription period identified on this Order Form, inclusive of individual monthly License Periods (as defined below), commencing upon the subscription start date indicated on this Order Form and continuing until the subscription end date indicated on this Order Form

  • “License Period” means each monthly period within the Contract Commitment Period.

 

 

(Applicable to Purchases Through Partners of AAI)

As an additional benefit to Partner and End User, under this Order Form, Partner, on behalf of its End User, may exchange the software components herein for a credit to purchase alternative AAI Offerings (as defined below) in accordance with all the following terms:

  1. During the Contract Commitment Period (as defined below), Partner may provide written notice to AAI to indicate End User’s intent to exchange the term-based, on-premise licensed software identified on this Order Form, excluding any third-party products resold by AAI (the “On-premise Licensed Software”), (all or in part) for an alternative AAI Offering (“Notice”), pursuant to a separately executed Order Form for such AAI Offering(s).

  2. Within the Contract Commitment Period, the subscription term for the On-premise Licensed Software continues month to month unless Partner provides Notice at least ten (10) days prior to the start of the next monthly License Period (as defined below) (the “Notice Date”). For the avoidance of doubt, these terms are not intended to, and do not, extend such On-premise Licensed Software subscription beyond the Contract Commitment Period.

  3. Following Notice by Partner, AAI shall calculate an Automation Adoption Credit equal to the remaining prepaid and unused license fees from the Notice Date for the applicable component of On-premise Licensed Software until the end of the Contract Commitment Period (the “AAC”).

  4. Partner may only apply the entire AAC amount to a ’net new’, separate, executed Order Form for AAI Offerings.

  5. If AAI and Partner have not executed an Order Form for an AAI Offering to which to apply the AAC by the end of thirty (30) days after the applicable Notice Date, the license for the original On-premise Licensed Software identified on this Order Form shall continue for the duration of the Contract Commitment Period, and the Notice and applicable AAC will be voided and of no further effect.

  6. For clarity, nothing in these terms relieves Partner of its prior payment obligations hereunder, including in the event of execution of any Order Form under which Partner terminates a license for On-premise Licensed Software that gives rise to an AAC. In the event of a partial exchange of On-premise Licensed Software contained on this Order Form, nothing in these terms relieves Partner of any future payment obligations as scheduled for any remaining On-premise Licensed Software not exchanged for an AAI Offering.

  7. Upon completion of the exchange of the applicable On-premise Licensed Software for an alternative AAI Offering, Partner will ensure End User discontinues all further use and deployment of the applicable On-premise Licensed Software, immediately uninstall it, and destroy all copies of it.

Definitions

  • “AAI Offering(s)” means any of the then-current suite of products marketed and sold by AAI, excluding any third-party products resold by AAI, or any of the suites of products contained on this Order Form.

  • “Contract Commitment Period” ("CCP") means the applicable subscription period identified on this Order Form, inclusive of individual monthly License Periods (as defined below), commencing upon the subscription start date indicated on this Order Form and continuing until the subscription end date indicated on this Order Form.

  • “License Period” means each monthly period within the Contract Commitment Period.

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