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20. Payment;Late Fees. All invoices not paid within thirty(30)days of receipt may incur late fees of five percent(5%)and may
<br /> accrue interest at the rate of twelve percent(12%)per annum,or if less,at the highest rate then permitted by law;provided,however
<br /> that if Client in good faith disputes any amount on an invoice,late fees and interest may apply only on the amount of the invoice that is
<br /> undisputed. If Client in good faith disputes any amount on an invoice,Client shall notify DataQuest in writing of the disputed amount
<br /> and shall pay the remaining undisputed balance according to DataQuest's regular payment terms. If Client is delinquent in the payment
<br /> of invoices,DataQuest may,at its sole discretion,place a hold on Client's account or discontinue providing system access and services
<br /> to Client.
<br /> 21. Attorneys' Fees. In any action, suit or other proceeding instituted by either party arising out of, in connection with, or
<br /> pertaining to this Agreement, the substantially prevailing party, as determined by the court or arbiter, including in any bankruptcy
<br /> proceeding or in any appeal,shall be entitled to recover its reasonable attorneys'fees and all costs and expenses from the non-prevailing
<br /> party,in addition to such other relief to which the substantially prevailing party may be awarded.
<br /> 22. Amendments; Updated Client Services Agreement. Client understands that changes in Laws and Regulations and other
<br /> factors may require DataQuest to update this Agreement from time to time, which may require Client to sign a new Client Services
<br /> Agreement or to sign an amendment to this Agreement. If a new Client Services Agreement is signed,it shall automatically be deemed
<br /> to replace and supersede this Agreement in its entirety. All amendments or modifications of this Agreement,or new agreements,must
<br /> be in writing,executed and acknowledged by both parties.
<br /> 23. No Third Party Benefits. The parties acknowledge and intend that this Agreement is being entered into solely for the
<br /> respective benefit of each of them and their respective successors and assigns,and nothing in this Agreement will be construed as giving
<br /> any person, firm, corporation or other entity, other than the parties to this Agreement and their respective successors and permitted
<br /> assigns,any right,remedy or claim under or in respect of this Agreement or any of its provisions.
<br /> 24. Severability. In the event any provision of this Agreement is found to be illegal or unenforceable under applicable law,by a
<br /> court having jurisdiction,such provision shall be unenforceable only to the extent necessary to make it enforceable without invalidating
<br /> any of the remaining provisions of this Agreement.
<br /> 25. Waiver. No delay or omission by either party to exercise any right or power it has under this Agreement shall impair or be
<br /> construed as a waiver of such right or power. A waiver by either party of any covenant or breach of this Agreement shall not be construed
<br /> to be a waiver of any succeeding breach or of any other covenant. All waivers must be in writing and be signed by the party waiving
<br /> its rights.
<br /> 26. Force Majeure. Neither party will be liable to the other by reason of any failure or delay of performance,whether foreseen or
<br /> not,under this Agreement(except failure to pay DataQuest any amount when due)if such failure arises out of causes beyond the non-
<br /> performing party's reasonable control, including but not limited to governmental emergency orders,judicial or governmental action,
<br /> emergency regulations,sabotage,riots,vandalism,labor strikes or disputes,acts of God(e.g.,fire,flood,inclement weather,epidemic
<br /> or earthquake),war or act of terrorism,electrical failure,mechanical failure,major computer hardware or software failures,equipment
<br /> delivery delays or acts of third parties(each,a"Force Majeure Event"). The non-performing party agrees to fulfill its obligations under
<br /> this Agreement as soon as reasonably possible after the cause of the Force Majeure Event ceases to exist,it being understood that a
<br /> Force Majeure Event is not a permanent excuse for non-performance of this Agreement.
<br /> 27. Receipt of Documents. By signing below, Client acknowledges receipt of a copy of A Summary of Your Rights Under the
<br /> Fair Credit Reporting Act and a copy of Notice to Users of Consumer Reports,which are respectively attached hereto and incorporated
<br /> herein as Exhibit A and Exhibit B.
<br /> 28. Headings.The section and other headings in this Agreement arc solely a matter of convenience for reference and are not a part
<br /> of this Agreement.
<br /> 29. Governing Law;Jurisdiction and Venue. This Agreement shall be exclusively governed by and construed in accordance
<br /> with the laws of the State of Washington,without regard to the conflict of law provisions. Venue for any action or proceeding related
<br /> to this Agreement will exclusively be in Snohomish County,Washington,or in federal court in the Western District of Washington.
<br /> 30. Entire Agreement.This Agreement,including its exhibits,attachments and addendums,contains the entire understanding of
<br /> the parties with respect to the subject matter hereof and supersedes any prior oral or written agreements regarding the subject matter
<br /> hereof.
<br /> DataQuest CSA_Rev:20180524-2(CAS 1655106.DOCX,2/11336.020002/} Page 5 of 14
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