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<br />4 <br /> <br /> <br />1.9. Not Used. <br /> <br />2. Managed services <br /> <br />2.1. Scope of managed services. The Client may subscribe to certain managed <br />services described in one (1) or more Statements of Work. Managed services may include any <br />implementation, conversion, training, consulting, management, data extraction or other managed <br />services provided by the Company to Client in connection with the Software Platform or Client’s <br />compliance needs, pursuant to this Agreement or any Statement of Work. Except as the Parties <br />may expressly agree in writing, the managed services set forth in such Statement of Work shall <br />be governed in all respects by the terms and conditions of this Agreement. All managed services <br />to be provided will be described and documented in a Statement of Work. With prior written notice <br />to Client, Company may engage third-party consultants or subcontractors to assist the provision <br />of managed services to Client. <br /> <br />2.2. Changes in Scope. Subject to any additional requirements described in an <br />applicable Statement of Work hereunder, either Party may propose changes to the scope of the <br />Statement of Work by delivery of a written notification to the other Party describing the desired <br />changes (“Change Request”). If the Company proposes the Change Request, then the Company <br />shall provide with the Change Request an estimate of the effect on cost and time of delivery <br />associated with the Change Request. If Client proposes a Change Request, then the Company <br />shall promptly provide Client an estimate of the effect on the cost and time of delivery associated <br />with the Change Request. Either Party shall have the right to reject or approve, in its sole <br />reasonable discretion, any Change Request proposed by the other Party. No Statement of Work <br />will be modified or changed until the Parties execute a written change order or amendment to the <br />applicable Statement of Work. <br /> <br />2.3. Performance Schedule; Delays. Any delay in the performance schedule <br />caused by Client may impact the fee payment as described in the applicable Statement of Work <br />or Order Form. If any delays in the Company’s performance occur as a result of a material failure <br />to cooperate or untimely performance by Client, the Company shall not incur any liability for its <br />non-performance under the applicable Statement of Work as a result of such delay. <br /> <br />3. FEES AND EXPENSES. <br /> <br />3.1. Fees. Client will pay all fees or charges (“Fees”) pursuant to the Statement <br />of Work. Fees are a factor of subscription volume, data volume, active Client Users and other <br />commercial factors. Unless otherwise set forth in a Statement of Work, amounts are due and <br />payable within 30 days after the date of each applicable invoice; multiple invoices for the Services <br />may be issued, and each will be payable according to the terms set forth herein. Unless otherwise <br />specified herein or in a Statement of Work, (i) Fees are quoted and payable in United States <br />dollars, (ii) Fees are based on services purchased and not actual usage, and (iii) payment <br />obligations are non-cancelable and Fees paid are non-refundable and (iv) the number of <br />subscriptions purchased cannot be decreased during the relevant subscription term stated on a <br />Statement of Work. If an Order Schedule specifies any capacity or other limits for the applicable