|
being notified thereof, or(C)where Client's use of the Solution or reports generated by the Solution is not in accordance with this
<br /> Agreement and the applicable Sales Order. If LeaseQuery or Client is enjoined from providing access to, or using,the Solution or
<br /> LeaseQuery reasonably believes that LeaseQuery or Client will be enjoined,LeaseQuery shall have the right,at its sole option,to obtain
<br /> for Client the right to continue to access the Solution or to replace or modify the Solution so that it is no longer infringing.If neither of
<br /> the foregoing options is commercially practicable to LeaseQuery,then Client's access to the Solution may be terminated at the option
<br /> of LeaseQuery and LeaseQuery shall refund or offset against other amounts due to LeaseQuery any prepaid subscription fees prorated
<br /> for the portion of the then-current term remaining after the effective date of the termination.The obligations set forth in this paragraph
<br /> shall be LeaseQuery's sole and exclusive obligations,and Client's sole and exclusive remedy,for infringement.
<br /> 5. FEES;CHARGES.
<br /> 5.1 Invoices;Payment.Fees and expenses will be invoiced to Client in accordance with the terms and conditions of this Agreement,
<br /> unless otherwise agreed by the parties and set forth in the applicable Sales Order.All fees and expenses due under this Agreement or
<br /> any Sales Order shall be due and payable within thirty(30)days of the invoice date.Client shall provide LeaseQuery with complete and
<br /> accurate billing and contact information,including a valid email address for receipt of invoices,and shall promptly update LeaseQuery
<br /> with any changes to such information.Except as specifically set forth in this Agreement,all payment obligations are non-cancelable
<br /> and all payments made are non-refundable.Any payment not received from Client by the due date will accrue interest from the date
<br /> such payment is due until the date such payment is paid at the compounded monthly rate of the lesser of 1.0%of the outstanding balance
<br /> or the maximum rate permissible under applicable law.Client shall reimburse LeaseQuery for all costs incurred in collecting any overdue
<br /> payments and related interest,including,without limitation,attorneys'fees,legal costs,court or arbitration costs and collection agency
<br /> fees.
<br /> 5.2 Subscription Fees.LeaseQuery reserves the right to adjust the subscription fees in connection with any renewal of the Sales
<br /> Order.Any such change may be evidenced solely by the invoice submitted by LeaseQuery for such upcoming Renewal Term;provided,
<br /> however,that with respect to any increase in annual subscription fees by an amount that exceeds an annual,compounded rate of three
<br /> percent(3%),calculated from the Effective Date through the effective date of the increased fees,LeaseQuery must first provide such
<br /> invoice or other notice to Client at least 60 days before the end of the then-current term.All subscription fees are based on access rights
<br /> acquired and shall not be contingent on any actual access,the entry of any data or information into the Solution or the completion of
<br /> any Client-requested software integration or software development;provided,however,that in the event that an applicable Sales Order
<br /> provides that additional or supplemental fees shall be payable if a specified number of Records is exceeded(a"Record Threshold"),(i)
<br /> the number of Records to be measured against the Record Threshold shall be calculated as the maximum number of Records maintained
<br /> by the Solution at any time during the term of the applicable Sales Order,and(ii)once such Record Threshold has been exceeded,such
<br /> additional or supplemental fees may be invoiced,and shall be payable, in advance for the remainder of the then-current term and shall
<br /> be calculated based on the number of full or partial months(without intramonth proration) from the date such Record Threshold is
<br /> exceeded through the end of the then-current term.
<br /> 5.3 Fees for Professional Services.Unless otherwise agreed upon by the parties,all Professional Services(if applicable)specifically
<br /> described in a Sales Order shall be provided for the fees set forth in such Sales Order,provided that LeaseQuery reserves the right to
<br /> change such fees upon 60 days'notice(which may be in the form of an invoice)in connection with a renewal of the Sales Order.Solely
<br /> with respect to a Sales Order that includes the purchase of a subscription to LeaseQuery's Solution for leases,any fees for lease analysis
<br /> and Record entry services set forth in the Sales Order(whether paid upfront based on a maximum number of Records or per-Record on
<br /> an ongoing basis)include,for each Record,one original lease and one amendment.An additional$100 fee will apply for each additional
<br /> amendment(invoiced no more frequently than monthly in arrears).To the extent LeaseQuery does not receive during the first 60 days
<br /> after the Effective Date(and,with respect to Client's accurate and complete organizational structure as described in Section 2.3(a)of
<br /> this Agreement,within no more than 30 days after LeaseQuery's request)information necessary to complete any of the implementation-
<br /> related Professional Services described in Section 2 of this Agreement,LeaseQuery will reallocate its resources as needed to perform
<br /> such Professional Services after Implementation at LeaseQuery's then-current standard hourly rates or,in the case of contract analysis
<br /> and Record entry services,at the per-Record rate set forth in the Sales Order for such services provided on an"as needed"basis.Unless
<br /> otherwise specified in an applicable Sales Order, all Professional Services shall be provided on a time and materials basis at
<br /> LeaseQuery's then-current standard rates and invoiced in arrears no more frequently than on a monthly basis in increments not to exceed
<br /> one hour.
<br /> 5.4 Suspension of Services.Without limiting any of LeaseQuery's rights to suspend or discontinue access to the Solution pursuant
<br /> to any other provision of this Agreement,LeaseQuery may,without liability to Client,alter,suspend,or discontinue all or a portion of
<br /> Client's access to the Solution and/or any Professional Services at any time if LeaseQuery believes in good faith that Client has breached,
<br /> or has communicated its intention to breach, any of the terms of this Agreement with respect to such Solution or any Sales Order,
<br /> including,without limitation,the failure to pay any invoiced fees or expenses in a timely manner.
<br /> 5.5 Taxes. LeaseQuery's fees do not include any Taxes.Client is responsible for paying all Taxes related to this Agreement or
<br /> any Sales Order,excluding LeaseQuery's income taxes.If LeaseQuery has a legal obligation to pay or collect Taxes for which Client is
<br /> -7-
<br />
|