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interest in or to (including any license under) any rights in or relating to the Chmura Intellectual <br />Property, whether expressly, by implication estoppel, or otherwise. <br />5. Financial Matters and Fees. <br />(a) Fees. Client agrees to pay the fees as set forth on the Order Form(s) (collectively, <br />the "Fees"). Unless the Order Form provides otherwise, Client shall pay the Fees on an annual <br />basis. If an Order Form permits Client to pay the Fees on a quarterly basis or on any other timeline <br />instead of annually, the Fees are subject to a surcharge of 3%-5% at Chmura's discretion, and <br />Chmura may distribute such surcharge across multiple invoices. Following the initial term of an <br />Order Form, Chmura may thereafter, upon notice to Client, amend the fee schedule for the Products <br />licensed in that Order Form annually, provided however that the annual fees shall not increase in <br />any one year by more than the greater of (i) the percentage increase in the Consumer Price Index <br />(Chained CPI for All Urban Consumers (C-CPI-U)) for the most recent month of data available <br />over the same month one year prior to the current year or (ii) three percent (3%). Chmura shall <br />provide notice by email to Client no less than sixty (60) days prior to the end of the then-current <br />Order Form term of any amendment to the fee schedule for the upcoming renewal term for that <br />Order Form. <br />(b) Taxes. Client shall pay or reimburse Chmura for all sales and use taxes levied or <br />imposed by reason of the performance by Chmura under this Agreement; excluding, however, <br />income taxes on Chmura's gross income, employment taxes and taxes based on professional <br />licenses or business operations which may be levied against Chmura. <br />(c) Invoicing and Payment. Chmura accepts payments by check, ACH/Debit, EFT, <br />VISA, MasterCard and American Express. Payment by credit card is subject to a 2% convenience <br />fee. Chmura does not offer a discount for paying by check, ACH/Debit, or EFT. Unless otherwise <br />expressly set forth on an Order Form, Client shall pay the Fees for an Order Form within thirty <br />(30) days following execution of this Agreement by Client. Invoices for subsequent terms shall be <br />paid by Client by the due date, which shall be the day following the last day of the previous term. <br />Invoices 30 days past due are subject to a 1.5% per month late fee. Invoices 90 days past due will <br />result in a suspended subscription, if applicable. <br />6. Limitations on Warranties and on Liability. <br />(a) DISCLAIMER OF WARRANTIES. THE PRODUCTS ARE PROVIDED "AS <br />IS". CHMURA SPECIFICALLY DISCLAIMS ALL WARRANTIES OF <br />MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON- <br />INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, <br />USAGE, OR TRADE PRACTICE, INCLUDING, WITHOUT LIMITATION, ANY <br />WARRANTIES, EXPRESS OR IMPLIED, TO CLIENT OR TO ANY END USER, AS TO THE <br />ACCURACY OR ADEQUACY OF, OR OMISSIONS FROM, ANY CHMURA DATA, <br />REPORTS, OR AS TO THE ADEQUACY OF RESULTS TO BE OBTAINED BY USING THE <br />PRODUCTS, EXCEPT AS EXPRESSLY SET FORTH HEREIN, CHMURA DOES NOT <br />WARRANT THAT: (i) THE PRODUCTS WILL BE FREE FROM MINOR DEFECTS OR <br />ERRORS THAT DO NOT MATERIALLY AFFECT THEIR PERFORMANCE; (ii) THE <br />PRODUCTS WILL OPERATE UNINTERRUPTED OR CAN BE ACCESSED AND USED BY <br />DocuSign Envelope ID: A7B8C585-8C5D-44A8-9CAE-91844CA6A48A