Additional Terms - 36-Month Premier Plan
36-Month Non-Cancelable Subscription
These Additional Terms apply to the subscription identified on the Customer Quote/Order Form and form part of the Vyten Professional Services Agreement (the “PSA”). If there is any inconsistency between these Additional Terms and the PSA with respect to this subscription, these Additional Terms control only for this subscription; the PSA governs in all other respects.
Plan; Price; Term. Customer purchases a subscription to Vyten’s services for an initial, non-cancelable term of thirty-six (36) months (the “Initial Term”) at $2,999 per month (the “Monthly Subscription Fee”) with a $5.000.00 setup fee. The Initial Term begins on the Subscription Start Date stated on the Customer Quote/Order Form (or, if not stated, the earlier of: the date services are first made available to Customer, or thirty (30) days after the PSA Effective Date).
Billing & Payment. The Monthly Subscription Fee is billed monthly in advance and collected in accordance with the PSA Payment Terms (including timing of invoices and permitted payment methods). Customer will maintain a current payment method on file and authorizes Vyten to charge all amounts when due under the PSA and these Additional Terms.
Auto-Renewal & Renewal Pricing. At the end of the Initial Term, the subscription automatically renews for successive thirty-six (36) month periods (each, a “Renewal Term”) unless either party gives at least thirty (30) days’ prior written notice of non-renewal before the end of the then-current term. Renewal pricing (including any increase) will follow the PSA Fee Adjustments at Renewal; Vyten will provide at least thirty (30) days’ advance notice of renewal pricing.
Non-Cancelable; Customer Early Termination. The subscription is non-cancelable during the Initial Term. If Customer terminates the subscription before the end of the Initial Term for any reason other than Vyten’s uncured material breach (as described in the “Termination for Cause” clause below), Customer shall pay, as liquidated damages (and not a penalty), all remaining unpaid Monthly Subscription Fees for the balance of the Initial Term. That amount is accelerated and due in full upon Vyten’s receipt of Customer’s termination notice. The parties agree this is a reasonable pre-estimate of loss given staffing/capacity commitments and the difficulty of determining actual damages at contract formation.
Pause Payment Policy Not Applicable. The PSA Pause Payment Policy does not apply to this subscription unless expressly stated on the Customer Quote/Order Form.
Termination for Cause (Only). Either party may terminate the subscription for the other party’s material breach that remains uncured thirty (30) days after written notice. If Customer terminates for Vyten’s uncured material breach, Customer owes only (i) fees accrued through the effective termination date and (ii) any other amounts then due under the PSA; for clarity, the liquidated-damages obligation described above does not apply in that circumstance.
Late Payment; Remedies. If any undisputed amount remains overdue beyond the periods specified in the PSA Payment Terms, Vyten may exercise the PSA remedies (including service suspension). In addition, Vyten may accelerate all remaining Monthly Subscription Fees for the then-current term so they become immediately due and payable. Any late charges or interest are governed solely by the PSA Payment Terms.
Scope Changes; Co-Term. Any add-on services, features, or increased usage purchased during a term will co-terminate with the then-current term and be billed at the then-applicable rates unless the Customer Quote/Order Form states otherwise.
Taxes; Credits. Fees are exclusive of taxes, as provided in the PSA. Any promotional credits are non-cash, may be applied only to future invoices for this subscription, and expire as stated in the applicable order.
Order of Precedence (Narrow). For this 36-Month Non-Cancelable Subscription only, these Additional Terms control over any inconsistent provisions in the PSA’s Cancellation Policy, Termination Policy, Pause Payment Policy, and any inconsistent renewal notice timing. All other PSA provisions—including Payment Terms, Indemnification, Disclaimer, Legal, and other standard terms—continue to apply without change.
