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6 <br /> <br /> <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% <br />convenience fee. Chmura does not offer a discount for paying by check, ACH/Debit, or EFT. <br />Unless otherwise expressly set forth on an Order Form, Client shall pay the Fees for an Order <br />Form within thirty (30) days following execution of this Agreement by Client. Invoices for <br />subsequent terms shall be paid by Client by the due date, which shall be the day following the <br />last day of the previous term. Invoices 30 days past due are subject to a 1.5% per month late fee. <br />Invoices 90 days past due will 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 <br />THE ACCURACY OR ADEQUACY OF, OR OMISSIONS FROM, ANY CHMURA DATA, <br />REPORTS, OR AS TO THE ADEQUACY OF RESULTS TO BE OBTAINED BY USING <br />THE 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 <br />BY END USERS AT ALL TIMES WITHOUT INTERRUPTION, (iii) THE PRODUCTS ARE <br />COMPATIBLE WITH ANY SOFTWARE, SERVICE OR HARDWARE UTILIZED BY <br />CLIENT OR END USERS EXCEPT AS EXPRESSLY APPROVED IN WRITING BY <br />CHMURA; OR (iv) THAT ANY DATA, INCLUDING CHMURA DATA OR DATA <br />CONTAINED IN ANY PRODUCT, IS SUFFICIENT TO MEET CLIENT’S OR ANY END <br />USER’S BUSINESS, EDUCATIONAL OR TRAINING REQUIREMENTS. <br />(b) LIMITATION OF LIABILITY. IN NO EVENT SHALL CHMURA BE <br />LIABLE FOR DAMAGES UNDER THIS AGREEMENT EXCEEDING THE ANNUAL FEES <br />PAID OR PAYABLE BY CLIENT TO CHMURA UNDER THIS AGREEMENT FOR THE <br />THEN-CURRENT TERM. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE <br />OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR PUNITIVE <br />DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS) REGARDLESS OF <br />WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT <br />LIABILITY, BREACH OF WARRANTIES, FAILURE OF ESSENTIAL PURPOSE OR <br />OTHERWISE AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. <br />Docusign Envelope ID: 6BBB847F-36E0-4A96-957F-CE3D731DB17B