SUBSCRIPTION AGREEMENT ADDITIONAL TERMS
Effective May 1, 2016
These Additional Terms supplement and form an integral part of the Visual Lease Subscription Agreement (the “Subscription Agreement”) between Visual Lease LLC (“VLC”) and the company indicated thereon (the “Company”) with respect to the use of the suite of online, web-based lease administration software applications collectively known as “Visual Lease” (the “System”). (The Visual Lease Subscription Agreement as supplemented by these Additional Terms are together referred to as the “Agreement.”) Capitalized terms shall be as defined herein or as set forth in the Subscription Agreement.
1. ESTABLISHMENT OF DATABASE
VLC shall establish a Visual Lease database (the “Database”) for purposes of housing information about Company’s real estate and related data (the “Company Data”). The Database shall be configured to meet the Company’s reasonable requirements within the framework provided by Visual Lease.
2. SERVICE SCOPE AND FEES
The scope of work for the Service Plan selected (Standard, Retail or Enterprise Editions), along with any Additional Features are as per the Subscription Agreement.
For purposes of this Agreement, a “Record” is a single Database record (typically each location will utilize a single Record in the Database). Active Records are those that have the status of Active, Pending or Expired, which can be changed at any time at Company’s option. Company can also change a Record from Active to Archived at will. Archived Records cannot be included in reports. In no event shall Company be owed a refund or credit if Record counts drop below the Included Record Count set forth in the Subscription Agreement. Additional Records above the Included Record Count added during the initial term shall be billed at Additional Record Rate. Unless otherwise noted, any additional services shall be billed separately at then-current rates.
Implementation is mandatory for new Visual Lease customers. Initial Implementation includes up to four (4) hours access to an experienced VL Coach to help with the following:
- Implementation “Best Practices” Consulting
- Database Setup
- Initial User Setup
- Initial System Administrator Configuration
- Ad-Hoc Report Training and Setup
- Online User Training
- Online Administrator Training
Implementation Services must be used within 30 days from the date of purchase. Additional post-Implementation training is billed separately at VLC’s then-current Implementation and Training rate.
4. TECHNICAL SUPPORT
Online technical support is available at no additional charge by clicking on the Support link in Visual Lease. Excessive support requests (more than five (5) per month) or additional telephonic support, when requested by Company, shall be billed separately at VLC’s then-current Implementation and Training rates.
5. ADMINISTRATIVE ACCESS
VLC shall provide the Company with access to the administrative functions of Visual Lease via a separate web login so that the Company can make modifications to the Database structure and/or drop-down lists as such functions allow.
6. DATA MIGRATION
If applicable, VLC agrees to transfer to Visual Lease the Company’s real estate information from its existing lease management system indicated as Source Data on the Subscription Agreement (the “Data Migration Services”). Company agrees to pay VLC a fixed fee for Data Migration Services as set forth in the Subscription Agreement (the “Data Migration Fee”). Company agrees to pay VLC the full Data Migration Fee upon execution of this Agreement, prior to the commencement of work by VLC. In the event additional data migration services are required after the initial data migration, invoices for such additional services will be rendered on a monthly basis, and shall be due upon presentment.
7. ACCOUNTING FEED CUSTOMIZATION SERVICES
If applicable, VLC shall provide certain customization services in order to link Visual Lease to the Company’s Accounting Feed Destination System designated in the Subscription Agreement. VLC shall perform these services for the fee set forth in the Subscription Agreement. The initial Accounting Feed customization services fee covers up to 12 hours of customization. Additional customization services shall be billed at then-current hourly rates.
8. PAYMENT TERMS
The first year’s Subscription Fee, Database Setup/Implementation fee, Data Migration fees and other customization fees are due upon execution of the Subscription Agreement. The remaining yearly Subscription Fees shall be due on each annual anniversary of the Commencement Date of the Subscription Agreement. Unless otherwise noted, all invoices are due within thirty (30) days of presentment.
Subscription fee increases for any additional years beyond the initial term of this Agreement shall be at a rate agreed to in writing by both parties prior to renewal. Database Setup/Implementation Fees, customization fees and Data Migration Fees are nonrefundable. Company shall reimburse VLC for any pre-approved travel, meal and lodging expenses for any requested on-site services, which shall be billed at VLC’s then-current rates. VLC’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction and the Company acknowledges that it is responsible for paying the same.
If any amount owed under this Agreement or any other agreement between VLC and Company is 30 or more calendar days overdue, VLC may, without limiting its other rights and remedies which may be exercised at any time, suspend access to the Database and any applicable Company Data until such amount is paid in full.
9. TERM AND TERMINATION
The initial term of this Agreement is three (3) years beginning on the Commencement Date noted in the Subscription Agreement which shall then automatically renew for one (1) year periods absent written notice of cancellation. Notwithstanding anything contained herein to the contrary, either party may terminate this Agreement at any time upon thirty (30) days written notice to the other. In the event of termination, Company shall be entitled to a pro-rated refund for any prepaid Subscription Fees. The Company may download its data from the Database at any time unless access to the Services has been suspended. Upon termination, the Company will no longer use nor have access to the applicable Services, and it acknowledges that VLC shall have the right to delete the Database and Company Data without liability to it ninety days (90) after the effective date of termination.
The primary contacts at the Company related to this Agreement are as designated in the Subscription Agreement.
11. ADDITIONAL TERMS RE: IMPLEMENTATION, DATA MIGRATION, TECHNICAL SUPPORT AND TRAINING SERVICES (THE “SUPPLEMENTAL SERVICES”)
The Company acknowledges and agrees that although VLC’s staff may include attorneys, accountants, engineers and other licensed professionals, the Supplemental Services being rendered by VLC are consulting in nature and are not legal, accounting or other professional services. VLC shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Supplemental Services or any of its products any suggestions, enhancement requests, recommendations or other feedback provided by Company, including Company’s Users, relating to the operation or use of the Supplemental Services. To the extent any suggestions or other feedback provided by Company or its Users are incorporated into the underlying software or technology, Company irrevocably assigns to VLC (and shall cause its employees, contractors and agents to so assign) any of it and their rights, title and interests in and to such suggestions and feedback. As used herein, Users may include but are not limited to Company’s employees, consultants, contractors, agents, or other third parties with which Company transacts business. While VLC takes every reasonable effort to ensure that the information provided through the Supplemental Services is reliable, no guarantee or warranty is given as to its accuracy, completeness, usefulness, or adequacy. VLC and its employees accept no liability for any direct or indirect damages whatsoever suffered by any entity or person (including third parties) acting, relying or refraining from acting wholly or partially upon the information provided via the Supplemental Services, or for any error or omission, inaccuracies or inconsistencies presented in any migrated, inputted, or bookmarked data. Company agrees that it is responsible for its own systems, networks and Internet access and agrees that any decisions Company makes regarding its properties shall be based on the source legal documents and not on any extracts, abstracts, reports, advice, or correspondence provided by VLC. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE WARRANTIES SET FORTH HEREIN ARE YOUR EXCLUSIVE WARRANTIES AND REPLACE ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES OF TITLE AND AGAINST INFRINGEMENT.