Licensee’s use of Verivo’s software products (“Software”) is subject to the license rights and restrictions set forth in the Software License Agreement (the “Agreement”) (separately agreed upon by Licensee), the Order Form and these Order Form Terms and Conditions (the “Terms”). Contingent upon the type of license purchased, Licensee is permitted to install the Software on a Production or Non-Production server (as defined below) and use the specific quantities of the Software for the number of End Users and/or CPU Cores as specified in the Order Form. For the purposes of these Terms, “CPU Core”, “End User”, “Production”, “Non-Production” and “Advisory Hours” are defined as follows: A “CPU Core” means a single computing component which reads and executes the program instructions for a central processing unit. An “End User” means any current or future employee, contractor or business associate of Licensee who shall access a software application which requires access to or use of the Software solely in connection with the business operations of Licensee. Licensee shall be responsible and assume all liability for the actions of any user to which it permits access to the Software. “Production” means any server used and accessed by Licensee on an operational basis to execute its business processes and transactions and includes servers used for load-balancing purposes. “Non-Production” means any server used by Licensee solely for production disaster recovery situations, or for non-production test and development purposes. “Advisory Hours” are support services offered by Verivo defined in the Support Terms and Conditions which expire on the End Date in the Order Form. Verivo has no obligation to provide Advisory Hours after the expiration of the End Date.


Verivo will make the Software and applicable license keys available to Licensee upon execution of an applicable Order Form via electronic download. Licensee shall be responsible for acquiring and installing the hardware and other devices necessary for the installation and on-going operation of the Software. Licensee will be responsible for installing the Software, provided that if Licensee requires Verivo’s assistance in installing the Software, such services will be provided by Verivo pursuant to a separate professional services agreement.


The term of this Order Form shall commence on the Start Date and shall continue for the period of time set forth in the Order Form (the “Term”). Thereafter, this Order Form shall automatically renew for additional one (1) year terms (each, a “Subsequent Term”), unless either party terminates the Order Form by giving the other party thirty (30) days prior written notice before the end of the Term or a Subsequent Term (collectively, the “License Term”). Any products or services designated on the Order Form as “Non-recurring” shall be excluded from such renewals.


“Software Support” shall mean the software support services provided by Verivo to Licensee pursuant to the terms and conditions set forth at as amended by Verivo from time to time (“Support Terms and Conditions”). Verivo may change the URL of the Support Terms and Conditions upon written notice to Licensee. All Software Support provided by Verivo to Licensee is contingent upon payment by Licensee of the fees for the applicable Software Support. Licensee is entitled to Standard Support Services for the Software for the period of time specified in an applicable Order Form and such Standard Support Services shall be included in the cost of the Software for term licenses. Perpetual licenses shall be subject to additional fees for any Software Support (including, but not limited to Standard Support Services).


5.1 Fees shall be invoiced upon the Start Date of the applicable Order Form. Thereafter, Fees will be invoiced annually in advance sixty (60) days prior to each anniversary of the Start Date of the applicable Order Form during the License Term (as defined above). Licensee shall pay Verivo the applicable Fees within thirty (30) days of receipt of the invoice from Verivo.

5.2 Any amounts payable by Licensee under the Order Form which are not in dispute by Licensee and which remain unpaid after the applicable due date shall be subject to late penalty fees equal to one percent (1%) interest per month, calculated from the initial past due date until such amount is paid. Licensee shall reimburse Verivo for all reasonable costs of collection incurred.

5.3 Fees required hereunder are exclusive of taxes, and Licensee shall reimburse Verivo for any applicable federal, state or local sales, use, property or other taxes paid by Verivo in connection with its performance of this Agreement except taxes with respect to Verivo’s corporate franchisees, net income or assets.

5.4 All payments shall be made to Verivo in United States dollars and shall be non-refundable except as otherwise provided in the Order Form or the Agreement. Payments should be made to Verivo electronically through ACH transactions or via a credit card whenever possible, but may be made by check and sent to Verivo’s address listed on the invoice.

5.5 Invoices generated by Verivo to Licensee shall be submitted as indicated on the applicable Order Form(s).


The Software may be initially activated with a temporary license key made available by Verivo that expires forty-five (45) days after the Start Date. The Software will be disabled when the temporary key expires. Upon receipt of full payment for the invoiced Software in accordance with an applicable Order Form, Verivo will make available a license key covering the paid period for the associated licenses. Additional license keys will be made available thereafter upon receipt of payment for any applicable renewal period.

Verivo Order Form Terms and Conditions v.2013-06