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5 <br /> <br /> <br />(ii) Career Concourse™ Platform. If the Career Concourse™ platform is <br />licensed to Client under an Order Form, then one 30-minute training session is included in the <br />Fees. Client may request additional training sessions at Chmura’s hourly rate as set forth on the <br />applicable Order Form. <br />(b) Chmura Software Downtime. The Chmura Software will go offline from time to <br />time for maintenance and during such periods, the Chmura Data may not be available. Chmura <br />will use best efforts to provide notice (e-mail acceptable) of maintenance periods at least 24 <br />hours in advance and to perform maintenance on weekends or after 5 p.m. CST on weekdays; <br />provided, however, that in emergency situations such advance notice may not be possible. Client <br />understands and agrees that occasional temporary interruptions of Internet service may occur due <br />to acts of God, interruption in service by co-locator or other reasons beyond the reasonable <br />control of Chmura which may interrupt or degrade the content of or delivery of information <br />available from the Products from time to time. IN THE EVENT AN INTERRUPTION OF <br />CHMURA’S ABILITY TO PROVIDE ACCESS TO A PRODUCT LASTS MORE THAN <br />FIVE (5) BUSINESS DAYS, CLIENT SHALL HAVE THE OPTION TO TERMINATE THE <br />ORDER FORM FOR THAT PRODUCT AND RECEIVE A PRO-RATA REFUND OF THE <br />FEES PAID BY CLIENT FOR THE TERMINATED PORTION OF THE TERM FOR THAT <br />PRODUCT. Except for the maintenance and limitations provided in this Section 3(b), the <br />Chmura Software shall be available 24 hours per day/7 days per week. <br />4. Ownership; Reservation of Rights. Client acknowledges and agrees that all right, title, <br />and interest in and to the Chmura Intellectual Property is and will remain owned exclusively by <br />Chmura (including, without limitation, the look and feel, designs, algorithms, database <br />structures, methodologies, and know-how associated with the Chmura Intellectual Property and <br />all updates, upgrades, improvements, customizations and enhancements to the Chmura <br />Software). Except the limited license granted in Section 2 above, nothing in this Agreement <br />grants any right, title, or interest in or to (including any license under) any rights in or relating to <br />the Chmura Intellectual 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 <br />timeline instead of annually, the Fees are subject to a surcharge of 3%-5% at Chmura’s <br />discretion, and Chmura may distribute such surcharge across multiple invoices. Following the <br />initial term of an Order Form, Chmura may thereafter, upon notice to Client, amend the fee <br />schedule for the Products licensed in that Order Form annually, provided however that the <br />annual fees shall not increase in any one year by more than the greater of (i) the percentage <br />increase in the Consumer Price Index (Chained CPI for All Urban Consumers (C-CPI-U)) for the <br />most recent month of data available over the same month one year prior to the current year or (ii) <br />three percent (3%). Chmura shall provide notice by email to Client no less than sixty (60) days <br />prior to the end of the then-current Order Form term of any amendment to the fee schedule for <br />the upcoming renewal term for that Order Form. <br />Docusign Envelope ID: 6BBB847F-36E0-4A96-957F-CE3D731DB17B