日期：2018-09-13 / 人气： / 来源：http://www.rzfanyi.com/ 作者：译声翻译公司
AGREEMENT OF SOFTWARE AND TECHNICAL SUPPORT
SUPPLIER (The supplier of software and technology therewith; hereinafter Supplier)
CUSTOMER：( The client of purchasing software and technology therewith, hereafter Customer)
This Subscription Agreement (the "Agreement") is between Supplier ("Supplier") and any purchaser or user ("Customer") of Supplier products and services that accepts the terms of this Agreement ("Customer")。
The Effective Date of this Agreement is the earlier of the date that Customer accepts this Agreement or the date that Customer uses Supplier's products or services.
1. 期限与终止TERM AND TERMINATION
Term. The term of this Agreement shall be for the duration of all Services provided under this Agreement. The initial term for Services shall commence on the Effective Date of this Agreement and shall continue for a period of one (1) year. Thereafter， the term for Services shall renew for successive terms of one (1) year each unless either party gives written notice to the other of its intention not to renew at least sixty (60) days prior to the commencement of the next term; provided， however， Customer shall have the right to terminate this Agreement at any time after the first year by giving sixty (60) days prior written notice of termination to Supplier. Customer shall remain obligated for all fees through the date of termination.
Termination for Breach. Supplier may terminate this Agreement(a)in the event Customer fails to pay an invoice when due，(b)in the event Customer commits a material breach of this Agreement and fails to remedy that breach within thirty (30) days of receipt of written notice of material breach，or (c) as otherwise provided in this Agreement. Customer may terminate this Agreement in the event Supplier commits a material breach of this Agreement and fails to remedy that breach within thirty (30) days of receipt of written notice of material breach.
2.名称、规格、数量、单价和金额：Commodity, specification, quantity, unit price and amount:
By Irrevocable Letter of Credit for 90% the total invoice value of the goods to be shipped, in favour of the Sellers, payable at the issuing bank against the Sellers’ draft at sight accompanied by the shipping documents stipulated in the Credit. The balance of 10% of the proceeds is to be paid only after the goods have been inspected and approved at the port of destination.
3.2 除非供方违反本《协议》、或本《协议》按第1.1 条规定的情形被终止，本《协议》项下到期应付的所有款项均不退款。如果用户未按本《协议》规定方式向"WTCR公司"付款，则供方有权获得下列救济：(a)中止服务，直至供方收到用户全额支付的所有费用，包括滞纳金和到期利息，或(b)无需发出通知而终止本《协议》。用户应负责将本《协议》及时地并自行承担费用向中华人民共和国法律所要求的所有有关中国政府机关进行备案和注册，包括但不限于按要求向中国商务部注册。
Except in the case of breach of this Agreement by Supplier or termination of this Agreement as provided in Section 1.1 hereof，any and all payments of amounts due under this Agreement are non-refundable. In the event Customer fails to make payment to Supplier in the manner provided by this Agreement， Supplier's remedies include (a) suspending Services until Supplier receives full payment from Customer for all fees，including late fees and interest，due， or (b) terminating this Agreement without notice. Customer shall be responsible for filing and registering this Agreement with all relevant government authorities of the People's Republic of China as required by PRC law in a timely manner and at its own cost，including，without limitation，any registrations required with the PRC Ministry of Commerce.
货物应装在适宜长途运输并且能适应气候变化、防湿、防震、防锈的纸箱(木箱)中。由于包装不良所引起的任何损失, 或由于采用不充分或不妥善的防护措施而造成的任何锈损, 供方都应承担一切损失和相关费用。包装箱内应放置一整套操作指南。
To be packed in carton(s) or wooden case, Suitable for long distance transportation and to change of climate, well protected against moisture and shocks. The Supplie shall be liable for any damage of the commodity and expenses incurred on account of improper packing and for any rust attributable to inadequate or improper protective measures taken by the Sellers in regard to the packing. One full set of operation instructions concerned shall be enclosed in the case(s).
5. 装运期限：收到货款60天内发货。Time Of Shipment：within 60 days after receipt of T/T.
6. 目的口岸：Port Of Destination：
7. 保险：由供方承担。Insurance: To Be Covered By the Supplier.
8. 禁止转让 NON-TRANSFERABLE.
This Agreement，and all Services provided by Supplier pursuant to this Agreement，may not be transferred，assigned or distributed without the prior written consent of Supplier. Any attempted transfer，assignment or distribution without Supplier's prior written consent shall terminate this Agreement，and Supplier shall have no further obligation hereunder.
9. 保密条款 CONFIDENTIALITY
Customer and Supplier agree to maintain the confidentiality of the proprietary information received from the other party including non-public technical and business information for a period of two (2) years after the termination of this Agreement. Supplier's pricing and product roadmap are Supplier's confidential information. This section shall not apply to any publicly available or independently developed information.
A response to a request for Support Services shall consist of receipt of and acknowledgment by Supplier of Customer's request for Support Services. Supplier will use commercially reasonable efforts to provide a response within the response guideline period set forth in the table below during standard business hours and days as set forth in the table below，exclusive of Supplier holidays. Customer acknowledges that a response may not include resolution for all requests for Support Services.
Designated Customer Contact. Supplier will provide Support Services to Customer only by communication with the Customer's designated technical contact or contacts (the "Contact"). Customer is entitled to the number of Contacts set forth in the Customer. Each submitted Support Service request is given a unique identification number. Support Services logged through the support portal are managed using the English language.
The Software and each of its components，including the source code，documentation， appearance，structure and organization are owned by Supplier and others and are protected under copyright and other laws. Title to the Software and any component， or to any copy， modification， or merged portion shall remain with the aforementioned， subject to the applicable license.
To the maximum extent permitted by applicable law，the remedies described below are accepted by Customer as its only remedies. Supplier's entire liability，and Customer's exclusive remedies， shall be：If the Software media is defective，Customer may return it within 30 days of delivery along with a copy of Customer's payment receipt and Supplier，at its option，will replace it or refund the money paid by Customer for the Software. To the maximum extent permitted by applicable law，Supplier or any Supplier authorized dealer will not be liable to Customer for any incidental or consequential damages，including lost profits or lost savings arising out of the use or inability to use the Software，even if Supplier or such dealer has been advised of the possibility of such damages. In no event shall Supplier's liability under this agreement exceed.
10.5 仲裁：一切因执行本合同或与本合同有关的争执, 应由双方友好协商解决。如经协商仍未能达成协议, 则应提交中国国际经济贸易仲裁委员会裁决。
Arbitration: All disputes in connection with this Contract or the execution thereof shall be settled friendly through negotiations. In case no settlement can be reached, the case may then be submitted to China International Arbitration Committee.
The attachments to the contract are integral parts of the contract and shall have the same legal force as the text of the contract itself. In case of discrepancy between the text of the contract and attachments, the text of contract shall prevail.
This Contract is made in English and Chinese signed by both parties in two original copies, each party holds one copy. Should any disputes arise during the execution of the contract, the Chinese version of the contract will be regarded as the basic proof.
SUPPLIER 供方(signature)： CUSTOMER用户方(signature)：