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Exhibit to the License Agreement (the “Fees”) on the terms set forth therein. Initial invoicing under this Agreement
<br />will occur when the Software is made available to Client; subsequent renewal invoices for maintenance and support
<br />services and/or hosting services will be sent to Client prior to the date such payment is due. Invoices for any
<br />Renewal Terms may be provided to Client up to 90 days prior to the effective date of such Renewal Term. Client
<br />will notify Innovative in writing if Client hereafter requires additional Authorized Users o r additional Software
<br />modules, and will pay the fees for such additional Authorized Users or additional Software modules in accordance
<br />with the terms set forth on the invoice for such fees. The Software may, from time to time, electronically transmit
<br />to Innovative reports verifying the type and number of Authorized Users, and Innovative may utilize license keys or
<br />other reasonable controls to enforce Authorized User license limitations. Client will cooperate with Innovative in all
<br />such efforts.
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<br />b. All Fees are exclusive of all taxes and similar fees now in force or enacted in the future or imposed on the
<br />delivery and license of the Software, all of which Client will be responsible for and will pay in full, other than taxes
<br />based on Innovative’s net income. Client will provide Innovative its state issued Direct Pay Exemption Certificate
<br />(or equivalent certificate), if applicable, upon execution of this Agreement. In the event an applicable taxing
<br />authority, as a result of an audit or otherwise, assesses addi tional taxes for goods or services sold under this
<br />Agreement at any time, Client and not Innovative will be solely responsible for payment of such additional taxes
<br />and all costs associated with such assessment, including without limitation, interest, penal ties and attorney’s fees.
<br />Additionally, should Client be required under any applicable law or regulation, domestic or foreign, to withhold or
<br />deduct any portion of the payments due to Innovative hereunder, then the sum due to Innovative will be increased
<br />by the amount necessary to yield to Innovative an amount equal to the sum Innovative would have received had no
<br />withholdings or deductions been made.
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<br />c. Where this Agreement establishes a due date for a payment and/or a recurring method fo r payment,
<br />payment will be due and payable on such due date and/or according to the method specified. Other fees or
<br />expenses charged pursuant to this Agreement will be paid at the amounts set forth in the invoice within 30 (thirty)
<br />days of the date of the invoice. All amounts stated herein and all Fees determined hereunder are in U.S. Dollars,
<br />unless otherwise required by applicable law.
<br />
<br />d. Any invoices not paid when due will accrue interest at the rate of 1% per month or the maximum rate
<br />permitted by law, whichever is greater.
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<br />5. Limited Warranty.
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<br />a. Innovative warrants, solely for the benefit of Client, that:
<br />
<br />i. It has the corporate power and authority to enter into this Agreement and to grant Client the license to
<br />the Software hereunder; and
<br />
<br />ii. The Software will conform in all material respects to the applicable technical documentation for the
<br />Software provided to Client by Innovative and expressly identified by Innovative as the specifications for
<br />the Software (collectively, the "Specifications").
<br />
<br />b. EXCEPT FOR (i) THE WARRANTIES EXPRESSLY STATED ABOVE IN THIS SECTION AND (ii) ANY
<br />WARRANTY, REPRESENTATION OR CONDITION TO THE EXTENT THE SAME CANNOT BE EXCLUDED OR
<br />LIMITED UNDER APPLICABLE LAW, INNOVATIVE AND ITS LICENSORS, AFFILIATES, AGENTS,
<br />SUBCONTRACTORS AND SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES, AND EXPRESSLY
<br />DISCLAIM AND EXCLUDE ANY AND ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER
<br />EXPRESS OR IMPLIED, WHETHER ARISING BY OR UNDER STATUTE, COMMON LAW, CUSTOM, USAGE,
<br />COURSE OF PERFORMANCE OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
<br />WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON -
<br />INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, INNOVATIVE AND ITS LICENSORS, AFFILIATES,
<br />AGENTS, SUBCONTRACTORS AND SUPPLIERS DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY
<br />REPRESENTATION OR WARRANTY, THAT THE SOFTWARE OR OTHER DELIVERABLES PROVIDED BY OR
<br />ON BEHALF OF INNOVATIVE WILL SATISFY CLIENT'S REQUIREMENTS OR THAT THEIR USE OR
<br />OPERATION WILL BE ERROR OR DEFECT-FREE OR UNINTERRUPTED OR AVAILABLE ON THE INTERNET,
<br />OR THAT ALL PRODUCT DEFECTS WILL BE CORRECTED. EXCEPT FOR THE EXPRESS WARRANTIES IN
<br />SECTION 5(a), THE SOFTWARE, INCLUDING ALL CONTENT, IS PROVIDED "AS IS," WITH ALL FAULTS AND
<br />WITHOUT ANY GUARANTEES REGARDING QUALITY, PERFORMANCE, SUITABILITY, TIMELINESS,
<br />DocuSign Envelope ID: F014C755-030D-478F-806C-6FB970D9CCD2
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