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DocuSign Envelope ID:299DAE81-C703-494C-B9EC-EB57F8ABA670 <br /> c. Invoice Payment terms. Each invoice will identify the amounts payable by Customer to Microsoft for the period <br /> corresponding to the invoice. Customer will pay all amounts due within thirty(30)calendar days following the invoice date. <br /> d. Late Payment. Microsoft may, at its option, assess a late fee on any payments to Microsoft that are more than fifteen (15) <br /> calendar days past due at a rate of two percent(2%)of the total amount payable, calculated and payable monthly, or the <br /> highest amount allowed by law, if less. <br /> e. Cancellation fee. If a subscription permits early termination and Customer cancels the subscription before the end of the <br /> subscription or billing period, Customer may be charged a cancellation fee. <br /> f. Recurring Payments. For subscriptions that renew automatically, Customer authorizes Microsoft to charge Customer's <br /> payment method periodically for each subscription or billing period until the subscription is terminated. By authorizing <br /> recurring payments, Customer authorizes Microsoft to process such payments as either electronic debits or fund transfers, or <br /> as electronic drafts from the designated bank account(in the case of Automated Clearing House or similar debits), as <br /> charges to the designated card account(in the case of credit card or similar payments)(collectively, "Electronic Payments"). <br /> If any payment is returned unpaid or if any credit card or similar transaction is rejected or denied, Microsoft or its service <br /> providers reserve the right to collect any applicable return item, rejection or insufficient funds fee to the maximum extent <br /> permitted by applicable law and to process any such fees as an Electronic Payment or to invoice Customer for the amount <br /> due. <br /> g.Taxes. Microsoft prices exclude applicable taxes unless identified as tax inclusive. If any amounts are to be paid to <br /> Microsoft, Customer shall also pay any applicable value added, goods and services, sales,gross receipts,or other <br /> transaction taxes,fees, charges, or surcharges, or any regulatory cost recovery surcharges or similar amounts that are owed <br /> under this Agreement and that Microsoft is permitted to collect from Customer. Customer shall be responsible for any <br /> applicable stamp taxes and for all other taxes that it is legally obligated to pay including any taxes that arise on the <br /> distribution or provision of Products by Customer to its Affiliates. Microsoft shall be responsible for all taxes based upon its <br /> net income, gross receipts taxes imposed in lieu of taxes on income or profits, and taxes on its property ownership. <br /> If any taxes are required to be withheld on payments invoiced by Microsoft, Customer may deduct such taxes from the <br /> amount owed and pay them to the appropriate taxing authority, but only if Customer promptly provides Microsoft an official <br /> receipt for those withholdings and other documents reasonably requested to allow Microsoft to claim a foreign tax credit or <br /> refund. Customer will ensure that any taxes withheld are minimized to the extent possible under applicable law. <br /> Term and termination. <br /> a. Term.This Agreement is effective until terminated by a party, as described below. <br /> b. Termination without cause. Either party may terminate this Agreement without cause on 60 days'notice. Termination <br /> without cause will not affect Customer's perpetual licenses, and licenses granted on a subscription basis will continue for the <br /> duration of the subscription period(s), subject to the terms of this Agreement. <br /> c. Termination for cause.Without limiting other remedies it may have, either party may terminate this Agreement on 30 <br /> days' notice for material breach if the other party fails to cure the breach within the 30-day notice period. Upon such <br /> termination,the following will apply: <br /> (1)All licenses granted under this Agreement will terminate immediately except for fully-paid, perpetual licenses. <br /> (2)All amounts due under any unpaid invoices shall become due and payable immediately. For metered Products <br /> billed periodically based on usage, Customer must immediately pay for unpaid usage as of the termination date. <br /> (3) If Microsoft is in breach, Customer will receive a credit for any subscription fees, including amounts paid in <br /> advance for unused consumption for any usage period after the termination date. <br /> d. Suspension. Microsoft may suspend use of an Online Service without terminating this Agreement during any period of <br /> material breach. Microsoft will give Customer notice before suspending an Online Service when reasonable. <br /> Page 13 of <br />