2.3. Contact Limit. During the term of the applicable Service Order and for a period of one (1) year thereafter, Provider shall have the
right (at its own expense, upon reasonable notice, and no more frequently than once per calendar year unless prior breach has been
uncovered) to inspect the number of Contacts. If Provider determines that Customer has exceeded the licensed number of Contacts,
Customer shall pay Provider for the additional Contacts and the costs of such review within ten (10) days of Provider's invoice.
3. PAYMENT AND TAXES
3.1. Payment. Customer shall pay the Fees as set forth on the Service Order to this Agreement without setoff or deductions, within thirty
(30) days from the invoice date. Payment shall be in advance, excluding any Transaction Fees which will be billed in arrears. Unpaid balances
will be subject to interest at a rate of one and a half percent (1.5%) per month or the highest rate permitted by Applicable Law, whichever is
lower, commencing on the date that payment was due.
3.2. Taxes. In addition to the Fees, Customer agrees to pay any taxes (including any VAT or sales tax), whether foreign, federal, state,
local or municipal that may be imposed upon or with respect to the Service exclusive of taxes on Provider's net income.
3.3. Message Surcharges. Provider will not be liable to Customer, to any Contact or to any other person for any charges or fees that
arise from sending or receipt of a Notification using the Service, including as a result of increases in pass-through charges by
telecommunications providers.
4. TERM AND TERMINATION
4.1. Initial Term and Renewal Term. Unless earlier terminated in accordance with the terms of this Agreement, the Initial Term of this
Agreement shall begin on the Effective Date and continue for the period set forth on the applicable Service Order. Upon completion of the
Initial Term, Customer may renew this Agreement for successive renewal terms (each a “Renewal Term”) as set forth on the applicable
Service Order, by providing any of the following to Provider prior to the end of the Initial Term or then-current Renewal Term: a signed Service
Order for the Renewal Term (in electronic or hard copy format); a purchase order for payment for one additional year; or payment for one
additional year.
4.2. Termination. If either party defaults in any of its material obligations under this Agreement and such default has not been cured
within thirty (30) days after written notice of such default, or if either party makes an assignment for the benefit of creditors, files a voluntary
petition in bankruptcy, is adjudicated bankrupt or insolvent, is subject to appointment of a receiver or is a party in any proceeding in any
jurisdiction to which it is subject that has an effect similar or equivalent to any of the events mentioned, the non-defaulting party may
immediately terminate this Agreement in addition to its other rights and remedies.
4.3. Suspension. Provider may suspend the Service: (a) effective immediately upon notice if Customer breaches any provision under
Section 5 (Customer Obligations); or (b) if payment for any portion of the Fees is not received by Provider within fifteen (15) days after receipt
of written notice that payment is past due. Such suspension shall not modify or lengthen the term of this Agreement or any then current
Service Order, nor shall any rights or obligations hereunder be waived during the suspension period.
4.4, Effects of Termination. Upon termination or expiration of this Agreement (i) Provider will, upon written request of Customer, erase
Customer data from the production servers controlled by Provider, except that: (a) any data stored on Provider's backup servers shall be
deleted as soon as technically feasible, and in any event within ninety (90) days from deletion from production, and Provider agrees that it
(1) shall discontinue processing such data; and (2) shall maintain the confidentiality of such data in accordance with this Agreement; and (b)
Provider may retain report data (e.g., date/time of Notification and number of Notifications sent) necessary to support its billing and accounting
records; (ii) Customer will immediately pay to Provider all amounts due and payable for Services delivered prior to the date of termination;
(iii) Customer shall immediately cease all use of the Service and return or destroy all copies, extracts, derivatives and reflections of the
Service, and, upon Provider's request, provide written notice that Customer has fully complied with this clause, and (iv) remedies for breach,
rights to accrued payments and Sections 1 (Definitions), 2.2 (Ownership and Service Components), 2.3 (Contact Limit), 3. (Payment and
Taxes), 4.4 (Effects of Termination), 5 (Customer Obligations), 6 (Confidentiality and Security), 8 (Indemnification and Responsibility), 9
(Limitation of Liability), and 10 (General) will survive. Upon termination of this Agreement for Customer's breach: (a) Customer will
immediately pay to Provider all unpaid Fees that would become due under the then-current term if such termination did not occur; and (b)
Provider shall retain any Fees paid to date. Upon termination of this Agreement for Providers breach, Provider will refund an amount equal
to the prorated amount of Fees paid for the remainder of the then current term, less any expenses for transactions completed prior to the
date of termination, which shall be calculated based upon the Transaction Fees.
5. CUSTOMER OBLIGATIONS
5.1. Customer Obligations. The Service is subject to pass-through terms from certain telephony, facsimile, GIS and/or Short Message
Service (SMS) vendors and as such, Provider may modify these terms upon thirty (30) days written notice to Customer if reasonably
necessitated due to changes by the third-party providers. Failure to comply with these terms could result in the termination of certain critical
services from Provider's vendors which would impact all of Provider's customers.
5.2. Acceptable Use Policy. Customer will use the Service in accordance with all Applicable Laws and the Acceptable Use Policy
attached to the Agreement as Exhibit C.
5.3. Data Security. Customer acknowledges and agrees that Provider does not require or “pull? any specific data from Customer, that
Customer controls which data and Content is input through the Service and which data is sent and to whom such data is sent; and that
Provider only specifically tracks the privacy regulations of the United States, Canada, and the European Economic Area, Switzerland and
Japan with respect to the Standard Personal Information and shall have no obligations with respect to privacy regulations in other countries
or for other types of data. Accordingly: (i) Customer shall not under any circumstances, transmit or store any Sensitive Data to or through the
Service; and (ii) Customer shall not transmit or store any EU or Swiss Personal Data to or through the Service unless: (a) Customer is certified
under the US-EU Privacy Shield Framework and complies with the Privacy Shield’s principles in connection with the protection and handling
of its Standard Personal Information or Customer hereby represents to Provider that its protection and handling of Standard Personal
ONSOLVE, LLC Page 2 of 6 Customer Initials
CONFIDENTIAL AND PROPRIETARY
December 2018 Form
