These terms and conditions (“Agreement”) are effective upon commencement of access to Monitor by and between AD ASTRA INFORMATION SYSTEMS, LLC, a Kansas limited liability company located at 6900 W. 80th Street, Suite 300, Overland Park, KS 66204 (“Ad Astra”), and Client.
Ad Astra has developed and owns a software application known as “Monitor” which is a targeted solution for monitoring registration, allowing higher education institutions to track how courses are filling and offering easy-to-use reporting and information based on registration data to understand how their courses are filling in order to make decisions on if/when/how they need to adjust their offerings and/or schedule. Monitor includes:
NOW, THEREFORE, in consideration of the promises, covenants and mutual agreements herein contained, the parties hereto agree as follows:
Client must pay to Ad Astra $[amount as quoted] upon the execution of this Agreement. Beginning on the first anniversary of the Effective Date, Client must pay to Ad Astra an annual subscription fee (the “Subscription Fee”) in the initial amount of $[amount as quoted] , which shall be invoiced by Ad Astra each year for access to the Software Services. Subscription Fees include access to Ad Astra’s technical support team and standard releases of the licensed product.
Beginning on the second anniversary of the Effective Date, the Subscription Fees may be subject to an increase from the then effective amount as determined by Ad Astra. Ad Astra will notify Client of the amount of any such increase at least forty-five (45) days prior to the effective date of such increase.
Payment of each invoice will be due, without deduction or setoff, Net 30. Any payment received more than thirty (30) days after the due date of the relevant invoice will be subject to interest at the rate of 3% per month or the maximum legal rate, whichever is lower, from the date of the invoice through the date payment is received. Taxes.
Client is responsible for reporting and paying all applicable sales and use or other taxes, impositions or charges with respect to any and all fees. If Client is exempt from taxes, a copy of a valid tax exemption certificate must be provided to Ad Astra. Client will indemnify, defend, and hold harmless Ad Astra from and against all claims arising out of or resulting from Ad Astra’s failure or alleged failure to pay taxes due.