2015-562-E HR - Selerix Systems, Inc. for ACA Subscription Agreement

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DocuSign Envelope ID:OEOA76BA-2B07-4AD5-99B1-F7542931DD8A 5. Termination Without Cause Notwithstanding the foregoing, SUBSCRIBER or SELERIX may terminate the Agreement at any time by providing advanced written notice of not less than thirty (30)days to the other party. In the event SELERIX terminates this Agreement without cause, SELERIX will refund to SUBSCRIBER a pro-rata portion of any fees paid by SUBSCRIBER in advance. SUBSCRIBER will have the opportunity to download or transfer all confidential and employee specific information prior to termination of system privileges. 6. Termination For Cause This Agreement may be terminated by either party for cause, as follows: (a) If either party breaches any material term or condition of this Agreement, except for SUBSCRIBER's obligation to pay fees, and fails either to substantially cure such breach within five (5)days after receiving written notice specifying the breach, then the party not in breach may, by giving written notice to the breaching party, terminate this Agreement as of a date specified in such notice of termination. All of the obligations of the parties contained in this Agreement, except for SUBSCRIBER's obligation to pay fees, shall be deemed to have been performed in an acceptable manner unless the party not in breach provides the breaching party with written notice as stated above within thirty(30)days of the event giving rise to the breach; provided the party not in breach, knows or should have known about such breach. (b) If SUBSCRIBER fails to pay when due any amounts owed hereunder within five (5)days of its due date, SELERIX may, by giving notice thereof to SUBSCRIBER, immediately terminate the provision to SUBSCRIBER of the ACA Reporting Module described herein (including termination of product keys required for SUBSCRIBER's use of such ACA Reporting Module) and terminate this Agreement as of the date of the notice or as of another date specified in such notice of termination. (c) In the event that either party hereto becomes or is declared insolvent or bankrupt, is the subject of any proceedings related to its liquidation, insolvency or for the appointment of a receiver or similar officer for it, makes an assignment for the benefit of all or substantially all of its creditors, or enters into an agreement for the composition, extension or readjustment of all or substantially all of its obligations, then the other party hereto may, by giving written notice thereof to such party, terminate this Agreement as of the date specified in such notice of termination. (d) Upon the termination of the Agreement for any reason, SELERIX will cease providing the ACA Reporting Module and any services and SUBSCRIBER will promptly pay to SELERIX all fees due up to the termination date pursuant to this Agreement. SUBSCRIBER will have the opportunity to download or transfer all confidential and employee specific information prior to termination of system privileges. 7. Fees and Payment Terms (a) Fees for the ACA Reporting Module. Fees for the ACA Reporting Module described above shall be charged to and payable by SUBSCRIBER for each group. A. Fees for SELERIX's ACA Reporting Module: Greater of$125/month, or$.25/employee/month. Fee is due for the 12 months in the calendar year reporting period. Fee is billed and payable quarterly in advance. AND B. Enhanced Services Pricing for employers with 500 employees or less: ACA SUBSCRIPTION AGREEMENT—EMPLOYER AUTHORIZED USER PAGE 4