Orange County NC Website
Page 5 of 15 CONFIDENTIAL <br />2.8. Modification of Customer’s Physical Location. If Customer expands or modifies <br />its physical location, Customer may be required to purchase additional hardware <br />and/or Software licenses and/or services to enable the Service to function properly <br />in the expanded, additional, or modified physical location. Such purchases shall be <br />agreed to in writing by executing additional amendments. <br />2.9. Professional Services. Customer and Company may modify Exhibit B or enter into <br />one or more statement of works subject to this Agreement, which may incorporate <br />one or more service descriptions for the provision of professional services. <br />Company will perform the professional services, subject to the fulfillment of any <br />responsibilities and payments due from Customer, as stated in the applicable <br />exhibit. <br />3.Fees and Payment. <br />3.1. Subscription Fees. The rates for the Service are identified in Exhibit A. The <br />Subscription Fees, subject to Section 3.4 below, will commence on the Activation <br />Date, and will continue for the Term. Subscription Fees are paid annually in <br />advance, upon the Activation Date. <br />3.2. Cost of Equipment. The cost of Equipment is identified in Exhibit A. <br />3.3. Payment, Taxes and Procedures. Company will invoice Customer for Fees. <br />Customer shall pay Company in accordance with payment terms set forth below: <br />3.3.1. Fees are payable in U.S. dollars only and are due no later than thirty (30) <br />days after the invoice date. Fees are nonrefundable. <br />3.3.2. Payments shall be delivered to the address indicated on the invoice, unless <br />otherwise instructed by Company. <br />3.3.3. Late payments shall be subject to interest at the monthly rate of one percent <br />(1%), or the maximum amount allowed by applicable law, if lower. Interest <br />on late payments will be calculated from the date when payment becomes <br />overdue until the date payment is received by Company. Company may <br />suspend the Service if the Subscription Fee is not received by the due date. <br />If Company suspends the Service for non-payment, Customer may be <br />charged a fee for reinstatement of the Service. <br />3.3.4. Customer shall pay Company’s costs of collecting amounts past due under <br />this Agreement, including reasonable attorneys’ fees. <br />3.3.5. Prices do not include applicable state and local sales, use and other taxes. <br />Customer is responsible for such taxes or shall provide proof of tax <br />exemption. <br />3.3.6. Customer must provide written notice of any disputed invoice and/or Fees <br />owed to Company within ten (10) days of receipt of such invoice. <br />DocuSign Envelope ID: 00AEEDF8-E56F-4832-A7DF-FBD6EF554C6A