Fees Charges Taxes and Delivery. 3.1 The total license and initial annual Support Fees shall be invoiced upon delivery of the Software. The Support Fees for subsequent years will be invoiced annually following Customer’s acknowledgement of Informatica’s quote for Support Services which quote will be issued approximately sixty (60) days prior to the start of each such annual Support Services term.
3.2 The initial annual Support Fees for the first year of Support Services shall be as specified on the Exhibit A. After the first year of Support Services, the annual Support Services renewal fee shall be the annualized fee paid in the prior year, plus an increase based on the most recently available percentage change in the Consumer Price Index-All Urban Consumers (1982-1984 = 100) for the prior twelve (12) month period.
3.3 All invoices shall be due and payable within thirty (30) days of receipt. A late charge equal to the lesser of (a) one percent (1%) per month or (b) the maximum amount permitted by law will be assessed for all invoices over thirty (30) days past due, in addition to any costs incurred in collecting such late fees.
3.4 Informatica shall have the right, on at least ten (10) days’ prior written notice and not more than once every twelve (12) months, to conduct a software audit during Customer's normal business hours to verify Customer’s use of the Software, compliance with the terms of this Agreement and payments made to Informatica hereunder. Customer agrees to immediately remit to Informatica any shortfall in payment disclosed by such software audit including any late charges applicable thereto. In addition, if any such examination discloses a shortfall in payment to Informatica of more than five percent (5%) for any year, Customer agrees to pay or reimburse Informatica for that software auditing expense upon written request by Informatica.
3.5 Customer shall pay, in addition to the license fee and the Support Fees, all taxes (excluding taxes based on Informatica’s net income) however designated, levied or based on the prices, terms or performance of this Agreement, including, without limitation, state and local sales and use taxes, duties and privilege and excise taxes, unless Customer furnishes appropriate evidence of exemption.
3.6 Unless requested otherwise as set forth below, the Software, Documentation and all Updates furnished under Support Services shall be shipped via electronic delivery. Customer acknowledges that such electronic transfer shall satisfy Informatica’s...
Fees Charges Taxes and Delivery
