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Paladin Data Systems Corporation
<br />Master SaaS Subscription and Professional Services Agreement
<br />Page 3 of 7
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<br /> MSGPSA-Sv5-16
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<br />4.3. Integration with Non-SaaS Subscription Applications. The SaaS Subscription may contain features designed to
<br />operate with Non-SaaS Subscription Applications. To use such features, You may be required to obtain a ccess to such Non-
<br />SaaS Subscription Applications from their providers. If the provider of any Non-SaaS Subscription Application ceases to
<br />make the Non-SaaS Subscription Application available for operation with the corresponding SaaS Subscription features on
<br />reasonable terms, We may cease providing such SaaS Subscription features without entitling You to any refund, credit, or
<br />other compensation.
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<br />5. FEES AND PAYMENT
<br />5.1. Fees. You will pay all fees specified in all Sales Orders. Except as otherwise specified herein or in a Sales Order, (i)
<br />fees are based on the SaaS Subscription and/or Professional Services purchased and not actual usage, (ii) payment
<br />obligations are non-cancelable and fees paid are non-refundable, and (iii) the number of Training Record or User subscriptions
<br />purchased cannot be decreased during the Subscription Term. Training Record or User subscription fees are based on the
<br />Subscription Term and each Subscription Term anniversary; therefore, fees for Training Record or User subscriptions added
<br />in the middle of a Subscription Term will be charged a prorated amount for the remaining Subscription Term.
<br />(a) If We determine, based on electronic monitoring of Your Training Record or User subscriptions, the actual number
<br />of either Training Record or User subscriptions exceeds the number licensed on a Sales Order, We reserve the right to
<br />amend the Sales Order for successive Renewal Term s to increase the number of either Training Record or User
<br />subscriptions and the fees.
<br />(b) Professional Service fees do not include travel, lodging or other expenses incurred by Us unless specified on the
<br />Sales Order. You will reimburse Us for all travel, lodging, communications, incidentals and other out-of-pocket expenses as
<br />they relate to the services rendered by Us to You.
<br />5.2. Invoicing and Payment. We will invoice You in advance for SaaS Subscription in accordance with the relevant Sales
<br />Order. We will invoice You monthly for Professional Services in accordance with the relevant Sales Order. Unless otherwise
<br />stated in the Sales Order, invoiced charges are due net 30 days from the invoice date .
<br />5.3. Overdue Payments. If any payments are not received by the due date, then at Our discretion, (a) such overdue
<br />payments may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted
<br />by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) We may condition future
<br />subscription renewals and Sales Orders on payment terms shorter than those specified in Section 5.2 (Invoicing and Payment).
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<br />5.4. Suspension of SaaS Subscription or Professional Services. If any amount owing by You under any agreement
<br />is 30 days’ overdue, We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations so that all
<br />such obligations become immediately due and payable, and suspend Our SaaS Subscription or Professional Services to You
<br />until such amounts are paid in full.
<br />5.5. Payment Disputes. We will not exercise Our rights under Section 5.3 (Overdue Payments) or 5.4 (Suspension of
<br />SaaS Subscription or Professional Services) if You are disputing the applicable charges reasonably and in good faith and are
<br />cooperating diligently to resolve the dispute.
<br />5.6. Taxes. Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental
<br />assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local,
<br />state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). You are responsible for paying all Taxes associated with
<br />Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible, the
<br />appropriate amount will be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized
<br />by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable based on Our income, property
<br />and employees.
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<br />6. PROPRIETARY RIGHTS
<br />6.1. Reservation of Rights in SaaS Subscription. Subject to the limited rights expressly granted hereunder, We reserve
<br />all rights, title and interest in and to the SaaS Subscription, including all related intellectual property and trademark rights. No
<br />rights are granted to You other than as expressly set forth herein.
<br />6.2. Restrictions. You will not (i) permit any Third Party to access the SaaS Subscription except as permitted herein or
<br />in a Sales Order, (ii) create derivate works based on the SaaS Subscription, (iii) copy, frame or mirror any part or content of
<br />the SaaS Subscription, other than copying or framing on Your own intranets or otherwise for Your own internal business
<br />purposes, (iv) reverse engineer, decompile or otherwise attempt to derive source code, or (v) access the SaaS Subscription
<br />in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the SaaS Subscription.
<br />6.3. Ownership. We retain sole and exclusive ownership of, and all right, title and interest in and to the SaaS
<br />Subscription, the documentation User Guide , any modifications and all suggestions, ideas, improvements, feedback,
<br />evaluation materials, presentations, designs, technology, inventions, know -how, works of authorship, software,
<br />specifications, and other materials, information and any other intellectual property made, developed, conceived or reduced
<br />to practice by Us (whether alone, or jointly with You) in the performance of this Agreement .
<br />6.4. Your Applications and Code. If You, a Third Party acting on Your behalf, or a User creates applications or program
<br />code using the SaaS Subscription, You authorize Us to host, copy, transmit, display and adapt such applications and program
<br />code, solely as necessary for Us to provide the SaaS Subscription in accordance with this Agreement. Subject to the above,
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