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DocuSign Envelope ID: 1 F5180CC-F9F6-4D55-A9A8-581 CB73213A5
<br /> 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 or 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.
<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 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 /> C. 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 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 /> 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.
<br /> 5. Limited Warranty.
<br /> a. Innovative warrants, solely for the benefit of Client, that:
<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 /> 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 /> 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 />
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