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<br />5 <br /> <br />Service, Client agrees not to exceed such limit(s); otherwise, the Company will charge for, and <br />Client agrees to pay for such additional access. <br /> <br />3.2. Taxes. All Fees are exclusive of all taxes, levies, or duties, and Client will <br />be responsible for payment of all such taxes, levies, or duties, excluding United States (federal or <br />state) taxes based solely on the Company’s income. Client will pay all Fees free and clear of, <br />and without reduction for, any VAT, withholding, or similar taxes; any such taxes imposed on <br />payments of fees will be Client’s responsibility, and, upon the Company’s request, Client will <br />provide receipts issued by the appropriate taxing authority to establish that such taxes have been <br />paid. <br /> <br />3.3. Effect of Nonpayment. This Agreement, any active Statement of Work and <br />the Services may be suspended or terminated if Client’s account falls into arrears and five <br />business days have passed after written notification to Client (the parties agreeing that email <br />notification is sufficient for this purpose). Unpaid amounts are subject to interest at the lesser of <br />1.5% per month or the maximum permitted by law plus all collection costs. Client will continue to <br />be charged for Services during any suspension. <br /> <br />4. TERM AND TERMINATION. <br /> <br />4.1. Term. The term of this Agreement shall commence on the Effective Date <br />and, unless earlier terminated as set forth herein, shall continue until terminated as set forth in, <br />and in accordance with, the applicable Statement of Work (the “Term”). <br /> <br />4.2. Termination. Except as otherwise provided for herein, either party may <br />terminate this Agreement (or any Statement of Work) upon the other party’s material breach of <br />the terms of this Agreement (or any Statement of Work) that remains uncured for 30 days following <br />notice of such breach, except that in the event of a breach of Section 2.3 or 3, the cure period is <br />five days. Further, the Client may at any time terminate this Agreement (or any Statement of <br />Work) for public convenience effective on 6 months prior written notice to Company. The <br />Company reserves the right to modify, or discontinue offering, any of the Services effective as of <br />the conclusion of Client’s then-current Term. <br /> <br />4.3. Effect of Termination. Upon any termination of this Agreement: <br /> <br />4.3.1. In connection therewith, or at any time thereafter, the Company <br />shall have the right to deactivate the Client Account and any Client User Account, including any <br />Client Data. Company shall provide Client with a copy of all Client Data in a format reasonably <br />acceptable to Client. The Company will not be liable to Client, Client Users nor to any third party <br />for any termination of Client’s or Client Users’ access to the Services or Software Platform, or <br />deletion of Client Data in compliance with the terms of this section. <br /> <br />4.3.2. (a) any Fees owed to the Company for completed Services and <br />work in progress, as well as Fees applicable to the duration of the terminated Term, and any other <br />unpaid amounts, will be immediately due and payable; (b) all rights granted under this Agreement <br />or any Statement of Work, and the Company’s obligation to provide (and Client and Client User’s