reCAPTCHA Enterprise
1. Invoicing and Payment.
a. Invoicing. During the Term, DoiT will invoice Customer at the end of each month for Subscription Fees incurred under the Subaccount in such month, as adjusted to reflect the applicable Quote Discount applicable for the ordered Services (if any), applied to the applicable Subscription SKUs. The Quote Discount only shall apply, excluding any precedent or other Customer's Program Discount. For the avoidance of doubt, partial months shall be prorated accordingly.
b. Payment. Customer will pay DoiT in accordance with the payment terms specified in the Previous Agreement. During the Term, all Fees and discounts for Subscription SKUs are as set forth in this Quote and no other Fees or discounts will apply to such SKUs.
c. No Refunds or Roll-overs. Subscription Fees are non-refundable and Customer owes all Subscription Fees even if the ordered Services are not used by Customer. DoiT and Customer may not roll over or bank unused Permitted Units across periods (e.g., DoiT and Customer may not apply unused Permitted Units from one month to a future month).
d. Additional Permitted Units. If Customer has made all monthly payments under the applicable Quote in a timely manner, then Customer may increase the Permitted Units of any Subscription SKU(s) under the Subaccount at any time during the Subscription Term by executing a new order form (or amendment to the applicable Quote) with Google coterminous with the applicable Quote for the additional Permitted Units. The price per Unit for the additional Permitted Units added in the new Quote or amendment will be the Unit Price, unless otherwise agreed upon by the parties in writing.
e. Overages. DoiT will invoice Customer in arrears monthly for use of the Services in excess of the quantity (as detailed in the table above), which will be charged at the List Price.
Notwithstanding the foregoing, during any Term, if the number of Workloads of reCAPTCHA Enterprise consumed by the Customer under the Subaccount exceeds the quantity allocated for that Term, then for the remainder of that Term, DoiT will invoice the Customer monthly in arrears for Workloads (or partial Workloads) consumed in excess of the quantity during the previous month ("Overages"), as calculated at the Discounted Price per Unit listed in the Quote. The fees for Overages will be invoiced in addition to Customer's Subscription Fees per Month listed in the Quote. DoiT may view Relevant Customer's Workload usage to determine how close Relevant Customer is to incurring Overages.
e. Fees Due on Termination. If the Contract and/or any applicable Quote terminates in accordance with its terms before the end of this Quote's Term for any reason other than Google's uncured material breach, all unpaid Fees remaining for the duration of the Term will become due and payable upon termination, including any unpaid Fees for reCAPTCHA Services under this Quote
f. As of the QuoteEffective Date, there is a 2.9% credit card processing fee on credit card payments. Any such processing fee shall be added to the invoice and become part of the amount to be paid by the Customer.
2. Order Term and Auto-Renewal.
This Quote is valid for the duration of the Term, as detailed in the Quote. Notwithstanding any other terms within the Previous Agreement, this Quote is not subject to termination for Convenience.
3. Additional Terms.
a. Service Enablement and Access Restrictions. reCAPTCHA Enterprise Services are designed to operate at the Organizational level and must not be enabled in any Organization used by any third parties without proper authorization. DoiT's resale and/or supply of reCAPTCHA Enterprise Services to Customer is subject to the following conditions being met: i. Customer must be the sole owner of the Organization in which reCAPTCHA Enterprise Services will be enabled or configured ("Relevant Org"); ii. the Relevant Org must only be shared with, or made accessible to, those third parties expressly authorized by Customer who have consented in writing to their security findings being viewed by: 1. Customer; 2. any other third parties authorized by Customer who have consented in writing to their security findings being viewed as described in this section; and 3. DoiT, if granted access to the Relevant Org.
b. Customer Restrictions. Customer will not allow any third party to benefit directly or indirectly from the Services provided under this Quote. Customer will not use the Subaccount(s) to track Services usage by any other third party. Customer will not transfer, assign or re-allocate the Subaccount(s) to any other third party.
4. General
Other than the terms set forth herein with respect to the reCAPTCHA Services, all other terms of the Previous Agreement shall remain unchanged and in full force and effect. If there is a conflict between the terms of this Quote and the remaining terms of the Previous Agreement, this Quote will govern. The parties may execute this Quote in counterparts, including facsimile, PDF, and other electronic copies, which taken together will constitute one instrument.