These AEC Software Maintenance Agreement Terms (“Maintenance Terms”) supplement the applicable License Agreement (“Agreement”) between the Licensee identified in the License Agreement (“Licensee”) and AEC Software, Inc. and its Licensors (AEC, We or US; collectively “AEC”) for the Software Product(s) Enrolled (“Enrolled Software”) in the Maintenance Agreement (“Maintenance Agreement”).
In the event of a conflict between the terms of the Agreement and these Maintenance Agreement Terms, these Maintenance Terms shall prevail with respect to the Enrolled Software. All other terms of the Agreement provided by AEC shall otherwise apply to the Enrolled Software.
PLEASE READ THESE MAINTENANCE TERMS CAREFULLY. BY INSTALLING, COPYING, DOWNLOADING, ACCESSING OR OTHERWISE USING THE ENROLLED SOFTWARE, LICENSEE AGREES TO BE BOUND BY THESE MAINTENANCE TERMS FOR THE ENROLLED SOFTWARE.
If Licensee has paid all the applicable license and maintenance fees for the Enrolled Software, then the following terms apply to the Enrolled Software:
2.3 Current Release. Unless otherwise specified, all Supported Products must be at their most current release level.
(i) “Maintenance Agreement” includes Maintenance Software & Premium Technical Support
(ii) “Maintenance Software” is comprised of both Upgrades and Updates.
(iii) “Premium Technical Support” includes access to expert support of Enrolled Software via prioritized telephone, email, and online support.
(iv) “Upgrade" means an improvement to an existing product through added functionality and/or enhanced performance.
Upgrades are identified by a change in the number to the left of the decimal point in the product version number (e.g., an upgrade from FastTrack Schedule 8.0 to 9.0).
(v) “Update” means bug fix updates containing fixes, compatibility updates to maintain compliance with specifications, and standards compatibility updates to interoperate with specific standards. Updates are identified by a change in the number to the right of the decimal point in the product version number (e.g., FastTrack Schedule 9.2.2). Updates are generally made available only through electronic download.
2. Your purchase of Maintenance Agreement is for the period specified in the applicable order form or contract applicable to your purchase. Unless otherwise specified, the service period is one year. The initial term for Maintenance Agreement begins on the effective date of your purchase of the related software product.
3. Maintenance Agreement fees are required to be paid in advance for the following year’s services. The Maintenance Agreement fee for orders placed in the course of a contract year will be calculated pro rata for the remaining term of the contract year in which the license is purchased. Your Maintenance Agreement fees will be a percentage of the current list price of the applicable AEC full license product; provided that if you are currently participating in an active AEC volume or site licensing program or have a valid contract with AEC that specifies a price other than the current list price, then your Maintenance Agreement fees will be a percentage of your then-current purchase price for the applicable AEC full license product. AEC is entitled to increase Maintenance Agreement fees for its products at any time, with such price increase taking effect immediately for future purchases. AEC may set minimum prices from time to time for Maintenance Agreement notwithstanding the price you pay for the related AEC full license product. You may terminate your Maintenance Agreement subscription at the end of the then-current term.
4. If you allow your Maintenance Agreement to lapse, or if you delay your initial purchase of Maintenance Agreement more than fourteen (14) calendar days past the date you purchase the related product, we may charge additional or reinstatement fees when you initiate or reinstate Maintenance Agreement services.
5. Maintenance Agreement may only be purchased for AEC products in their most current version. Older products must be upgraded to the most current version to initiate Maintenance Agreement. Licensee represents and warrants that for each Enrolled Software product, Licensee has licensed valid copies of the current version of such Enrolled Software at least equal to the quantity enrolled in maintenance under these Maintenance Terms. Maintenance Agreement may not be re-sold and is not transferrable.
6. Premium Technical Support, which AEC may provide directly or via third parties, is included in the Maintenance Agreement, along with update and upgrade rights. Maintenance Agreement (including, without limitation, upgrades) will not be provided if Maintenance Agreement payments are not current or if your subscription has otherwise lapsed. For more detail regarding Premium Technical Support services, please access our Technical Support Policies.
7. If you receive a free upgrade pursuant to the upgrade protections herein, you may, in your sole discretion, continue using your then-current version. Notwithstanding your downgrade rights, following the release of any new version of a AEC product, AEC may, in its sole discretion, discontinue maintenance and support for earlier versions at any time. If, following any such discontinuation, you require a Maintenance Agreement, you must first upgrade to a supported version.
8. Fees paid for Maintenance Agreement services purchased in any configuration (as an individual purchase, part of a bundle, volume or site license, or any other configuration), are non-refundable.
9. Licensee’s enrollment under these Maintenance Terms does not grant Licensee the right to acquire products bearing different names or running on different platforms from the Enrolled Software or special versions of the Enrolled Software created for certain customers or market segments, even though they may contain similar features or perform similar functions. From time to time products will be offered in the retail or other channels in different configurations as special promotions, which will not be made available under these Maintenance Terms, except in AEC’s sole discretion.
10. AEC will provide or make available to Licensee, the electronic or downloadable version of the Maintenance Software during Licensees active Maintenance Agreement period. If Licensee requires a master copy and/or media of the Software to be shipped to Licensee, Licensee will be responsible for the then current cost of the media pack together with shipment fees. Licensee may use each release of the Maintenance Software solely to replace a previous version of the same Enrolled Software (i.e., Licensee may not use the Maintenance Software in addition to the copy of the Enrolled Software which the Maintenance Software is replacing). Licensee may only use the number of copies of the Enrolled Software up to the quantity enrolled and paid for under the terms of the Agreement and under these Maintenance Terms.
12. MAINTENANCE AGREEMENT AND/OR SUPPORT SERVICES ARE PROVIDED “AS IS.” AEC HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS AND IMPLIED, REGARDING THE SERVICES OR ANY RELATED MATERIALS, INCLUDING FITNESS FOR A PARTICULAR PURPOSE, QUALITY, MERCHANTABILITY, ACCURACY AND NON-INFRINGEMENT.
13. MAINTENANCE SOFTWARE WILL BE DEVELOPED AND RELEASED BY AEC AND ITS LICENSORS IN THEIR SOLE DISCRETION. AEC AND ITS LICENSORS DO NOT WARRANT OR REPRESENT THAT THEY WILL DEVELOP OR RELEASE ANY MAINTENANCE SOFTWARE DURING THE TERM OF THESE MAINTENANCE TERMS. AEC AND ITS LICENSORS DO NOT WARRANT THAT THE MAINTENANCE SOFTWARE WILL BE PROVIDED TO LICENSEE OR MADE AVAILABLE WITHIN ANY SPECIFIED TIME PERIOD FOLLOWING THE COMMERCIAL RELEASE OF SUCH MAINTENANCE SOFTWARE.