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Client up to 90 days prior to the effective date of such Renewal Term. Client will notify Innovative in writing if Client
<br />hereafter requires additional Authorized Users or additional Software modules, and will pay the fees for such
<br />additional Authorized Users or additional Software modules in accordance with the terms set forth on the invoice
<br />for such fees. The Software may, from time to time, electronically transmit to Innovative reports verifying the type
<br />and number of Authorized Users, and Innovative may utilize license keys or other reasonable controls to enforce
<br />Authorized User license limitations. Client will cooperate with Innovative in all such efforts.
<br />
<br />b. Fees for additional Third-Party Software, hardware and services are subject to change and will be quoted
<br />at the then current rate.
<br />
<br />c. 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 f ull, 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 additional 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, penalties 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.
<br />
<br />d. Where this Agreement establishes a due date for a payment and/or a recurring method for 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 3 0 (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 />e. Any invoices not paid when due will accrue interest at the rate of 1% per month or t he maximum rate
<br />permitted by law, whichever is greater.
<br />
<br />5. Limited Warranty.
<br />
<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. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW , EXCEPT FOR (i) THE WARRANTIES
<br />EXPRESSLY STATED ABOVE IN THIS SECTION AND (ii) ANY WARRANTY, REPRESENTATION OR
<br />CONDITION TO THE EXTENT THE SAME CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW,
<br />INNOVATIVE AND ITS LICENSORS, AFFILIATES, AGENTS, SUBCONTRACTORS AND SUPPLIERS MAKE NO
<br />REPRESENTATIONS OR WARRANTIES, AND EXPRESSLY DISCLAIM AND EXCLUDE ANY AND ALL
<br />WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, WHETHER
<br />ARISING BY OR UNDER STATUTE, COMMON LAW, CUSTOM, USAGE, COURSE OF PERFORMANCE OR
<br />OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY,
<br />FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. WITHOUT LIMITING THE
<br />FOREGOING, INNOVATIVE AND ITS LICENSORS, AFFILIATES, AGENTS, SUBCONTRACTORS AND
<br />SUPPLIERS DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY REPRESENTATION OR WARRANTY,
<br />THAT THE SOFTWARE OR OTHER DELIVERABLES PROVIDED BY OR ON BEHALF OF INNOVATIVE WILL
<br />SATISFY CLIENT'S REQUIREMENTS OR THAT THEIR USE OR OPERATION WILL BE ERROR OR DEFECT -
<br />FREE OR UNINTERRUPTED OR AVAILABLE ON THE INTERNET, OR THAT ALL PRODUCT DEFECTS WILL
<br />BE CORRECTED. EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 5(a), THE SOFTWARE,
<br />INCLUDING ALL CONTENT, IS PROVIDED "AS IS," WITH ALL FAULTS AND WITHOUT ANY GUARANTEES
<br />REGARDING QUALITY, PERFORMANCE, SUITABILITY, TIMELINESS, SECURITY, DURABILITY,
<br />DocuSign Envelope ID: F014C755-030D-478F-806C-6FB970D9CCD2
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