Customer hereby agrees that the items included in this order are subject to the terms and conditions of the applicable documents posted on https://www.ptc.com/en/documents/legal-agreements (except that this sentence shall not apply to any items for which there is a product-specific agreement posted there, such as without limitation, Onshape, Arena, ServiceMax, Vuforia Engine and MKS Toolkit). Customer acknowledges it has read those documents and hereby agrees to be bound by them. Any licensing basis acronyms in the table above are explained in the PTC Licensing Basis Table document posted at https://www.ptc.com/en/documents/legal-agreements, which document also contains licensing basis information and usage restrictions applicable to this order. In the event of a conflict between this Quote and the applicable agreement(s), the terms and conditions of this Quote will prevail. Other than the line items that serve to order the products and services described above, in no event shall any terms of a purchase order or other documents issued by Customer modify or become part of this Agreement. Notwithstanding anything to the contrary in the governing agreement(s) and related terms and conditions documents, (i) the term for the items ordered in this Quote is not cancellable, and (ii) Customer may not perform penetration testing on any PTC offering without PTC’s prior express written consent.
Renewals: The items ordered in this Quote shall automatically renew at the end of each term without the need for additional paperwork unless Customer notifies the PTC reseller, or PTC notifies Customer and/or the PTC reseller, in writing of non-renewal at least 60 days prior to the renewal date. For subscriptions that are three months long, the renewal period will be additional three-month periods. For all other subscriptions, the renewal period will be the same length of the as the length of the initial term (but not less than 12 months). The fee for each renewal period may be increased and, in such event, Customer shall be informed (email sufficient) of the fee increase approximately sixty days or more prior to the renewal date.
Remix: At each anniversary of the subscription commencement date during the term of the subscription, Customer may, by giving PTC written notice at least 60 days prior to such anniversary date, change its subscription license mix by exchanging subscription licenses included in this Quote for other subscription licenses, or SaaS items for other SaaS items, in each case that (a) are currently sold by PTC, and (b) that are from the same Product Grouping, on a dollar-for-dollar basis (based on the then-current list prices of the products being exchanged). Product Groupings mean the following groupings of PTC products: Internet of Things products, Service Lifecycle Management products, PLM products, ALM products, Vuforia products, and CAD products (but PTC’s Onshape products are not eligible for exchange, and PTC’s products that are, or that have embedded technology from Ansys or Wincom are also not included and are not eligible for exchange). Thus, for example, Creo CAD products could be exchanged for other Creo products or for Mathcad products, but not for Windchill PLM products. Such exchange rights are subject to the following conditions:
- no refunds or credits will be issued as a result of any exchange;
- the products to be obtained via exchange must be commercially available from PTC as of the date hereof and also still be commercially available from PTC at the time of the proposed exchange
- for packages and items purchased as part of special offerings, the entirety of the package/special offering items may be exchanged, but not part(s) of such packages/special offerings;
- where a package is being remixed, the remix credit must be allocated to its component Product Groupings consistent with how PTC allocates the revenue for that package);
- no exchange rights will be available for products that were included at no charge as part of any special promotional program or any bundled product item,
- exchange is not allowed to or from eLearning products and/or customer success offerings;
- exchange rights may not be exercised to exchange subscription licenses to or from hosted or SaaS items; and
- if exchange rights are exercised with respect to products for which PTC is providing cloud (or hosting) services for Customer, PTC will not be obligated to provide cloud/hosting services for the new products unless PTC provides cloud/hosting services for such products generally, and the fees for PTC’s cloud/hosting services may be increased by PTC depending on PTCs fees for providing cloud/hosting services for such changed products.
Upgrades/Amendments: Where the table of Licensed Products above includes items with negative quantities, that signifies that such Licensed Products are being upgraded or removed from Customer’s license entitlement. In such case, Customer may no longer use such Licensed Products.
For Cloud/SaaS services (but not including Onshape services), each month PTC will monitor Customer’s usage, data storage and other parameters, as specified in the PTC Cloud and SaaS Offering Specific Provisions set forth at https://www.ptc.com/en/documents/legal-agreements/cloud-terms
. Customer hereby agrees to pay fees for overages. Overage fees will be invoiced and due monthly in arrears.
By the authorized signature below, Customer hereby accept the terms and order the products and services as set forth above.