2024-271-E-Risk Mgr-ClearRisk-Incident management system

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-6 - 6.3 Taxes. All amounts payable hereunder are exclusive of any and all taxes, and Client is responsible for payment of such taxes (excluding taxes based on ClearRisk’s net income). All prices are stated, and Client shall pay, in US dollars. 6.4 Invoicing and Payment. Fees will be invoiced in advance and unless otherwise stated herein, charges are due upon receipt of invoice. 6.5 Interest on Overdue Amounts. Payment received by ClearRisk after the due date shall be subject to a late fee equal to one and one-half percent (1.5%) per month, or, if less, the maximum amount allowed by applicable law. 6.6 Suspension for Non-Payment. ClearRisk may immediately suspend Client’s access to and use of the ClearRisk Service if Client fails to make any payment due in respect of the ClearRisk Service and does not cure such non-payment within ten (10) Business Days after receiving notice of such failure. Any suspension of the rights hereunder by ClearRisk under the preceding sentence shall not excuse Client from its obligation to make all payment(s) under the Agreement. 6.7 Payment Disputes. ClearRisk will not exercise its rights under Section 6.5 (Interest on Overdue Amounts) or 6.6 (Suspension for Non-Payment) above if Client is disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. 7.Audits ClearRisk shall have the right, with reasonable notice and during normal business hours, at ClearRisk’s sole expense and in as non-disrupting a manner as reasonably possible, to verify Client’s compliance with Client’s obligations hereunder through a remote or an on-site audit of Client’s records, facilities and licensing processes by ClearRisk or a third party representative of ClearRisk. Client shall permit up to one such audit per year, including once during the 12 month period following the termination of this Agreement for any reason. ClearRisk may use such audit reports solely to enforce its rights hereunder and shall otherwise treat audit reports and any information received in connection with such audits as Confidential Information. In the event that an audit establishes that Client is in material breach of its obligations hereunder, Client shall reimburse ClearRisk for the cost of the audit and shall promptly pay to ClearRisk all outstanding Fees. 8.Intellectual Property 8.1 The ClearRisk Service. Subject to the limited rights expressly granted hereunder, ClearRisk reserves all rights, title and interest in and to the ClearRisk Service, including all related intellectual property rights. No rights are granted to Client hereunder other than as expressly set forth in this Agreement. ClearRisk retains all right, title and interest in and to the ClearRisk Service at all times, and regardless of the form or media in or on which the original or other copies may subsequently exist. Fi nally, any suggestions, ideas or inventions that Client, its employees or agents, voluntarily and optionally disclose to ClearRisk through any means will be used, or not used, by us at ClearRisk’s sole discretion; and, ClearRisk will have no obligation to Client, its employees and/or agents regarding any ideas or inventions that Client, its employees and/or agent disclose through such means. 8.2 Usage Data. Notwithstanding anything to the contrary in this Agreement, Client acknowledges that the ClearRisk Service may provide Usage Data (as hereinafter defined) to ClearRisk and ClearRisk may monitor Client’s use of the ClearRisk Service and collect and compil e aggregated and anonymized data, information, analytics and diagnostic statistics relating to the provision and operation, and Client’s use, of the ClearRisk Service (“Usage Data”). As between ClearRisk and Client, all right, title, and interest in Usage Data, including all intellectual property rights therein, are owned solely by ClearRisk. ClearRisk may use Usage Data to support (including to improve) the ClearRisk Service, develop new products and services, DocuSign Envelope ID: BD441C19-1E7C-4FDE-8321-A4585AF240A5