SESAC LLC 10/25/2022 - Laserfiche WebLink

DocuSign Envelope ID: 140FE18E-AD5E-4C97-873D-E04A7BFE5FE7 D. In the event SESAC is determined by any taxing authority or court to be liable for the payment of a gross receipts, sales, use, business use or other tax which is based on the amount of SESAC's receipts from LICENSEE, then LICENSEE shall reimburse SESAC,within thirty(30)days of notification to LICENSEE therefor,for any such tax derived from receipts received from LICENSEE. E. Effective each January 1 following the Effective Date,the rates set forth in the Fee Schedule shall be increased by an amount equal to the percent increase in the Consumer Price Index—All Urban Consumers (CPI-U)as published by the Bureau of Labor Statistics, U.S. Department of Labor, between the most recent October and the preceding October or five percent(5%),whichever amount is greater. 4. BREACH AND CURE; LATE PAYMENT CHARGE A. In the event LICENSEE is in default or breach of any provision of this Agreement, including failure to make any payment when due hereunder, and LICENSEE has not cured such default or breach within thirty (30)days following SESAC's notice to LICENSEE thereof,then SESAC shall have the right to terminate this Agreement in addition to pursuing any and all other rights and/or remedies. B. SESAC shall have the right to impose a late payment charge of one and one-half percent(1.5%)per month for any License Fee payment that is more than thirty(30)days past due. SESAC shall also have the right to impose a charge of$35.00 for each dishonored check or other form of payment. In the event SESAC incurs any expenses in connection with the collection of any amounts past due to SESAC hereunder, including but not limited to attorney's fees, LICENSEE shall be responsible for promptly paying such amounts to SESAC. 5. INTENTIONALLY OMITTED 6. TERM OF LICENSE A. The term of this Agreement shall be for an initial period that commences on the Effective Date and continues for a period of twelve(12)calendar months (the"Initial Period"). Thereafter, this Agreement shall automatically continue in full force and effect for successive additional periods of twelve (12) calendar months (each, a "Renewal Period"). Either party may terminate this Agreement effective as of the last day of the Initial Period or as of the last day of any Renewal Period, upon advance notice to the other party specifically referencing this Paragraph at least thirty(30)days prior to the commencement of the upcoming Renewal Period. The Initial Period and any Renewal Period(s)shall be collectively referred to herein as the"Term." B. Notwithstanding anything to the contrary contained herein, SESAC shall have the right to terminate this Agreement: (i)at any time upon notice to LICENSEE in the event LICENSEE is adjudicated bankrupt, or a petition in bankruptcy is filed with respect to LICENSEE, or LICENSEE is declared or becomes insolvent;or(ii) upon thirty(30)days' notice to LICENSEE by reason of any law, rule, decree or other enactment having the force of law, by any authority,whether federal, state, local,territorial or otherwise, which results in substantial interference in SESAC's operation or a substantial increase in the cost of conducting its business. 7. MISCELLANEOUS A. This Agreement shall be governed by and subject to the laws of the State of New York, applicable to agreements made and to be wholly performed in New York. This Agreement supersedes and cancels all prior negotiations and understandings between SESAC and LICENSEE in connection with the subject matter hereof. If any part of this Agreement is determined invalid or unenforceable by a court of competent jurisdiction or by any other legally constituted body having the jurisdiction to make such determination, the remainder of this Agreement shall remain in full force and effect. No waiver of any breach of this Agreement shall be deemed a waiver of any preceding, continuing or succeeding breach of the same, or any other provision of this Agreement.