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<br /> <br />Verity Master Agreement _10192016f 2 <br /> <br />1. ORDERING <br />Customer may request quotations for Products or Services from time to time. The existence of this Agreement does not obligate <br />Customer to request a quotation or purchase any Products or Services from Hart. Any Customer request for quotation must <br />include the following information: (i) description of requested Product or Services; (ii) unit quantity and/or desired term; (iii) Hart’s <br />part number and/or vendor part number, if applicable; (iv) current unit price as provided by Hart, if applicable; (v) correct shipping <br />address, if applicable; and (vi) any other order information required by Hart. Each request for quotation shall identify the address <br />of the shipping destination, if applicable. Customer may only make a request for quotation via facsimile and other Hart approved <br />electronic ordering methods, including email. All quotations are valid for only 30 days unless specifically stated on the front of the <br />quotation. If the quotation is signed by Customer within thirty (30) days, Hart will provide notice of its acceptance via <br />countersignature within fifteen (15) days of the date on which it receives Customer’s signature on the Hart quotation. Failur e to <br />provide such written acceptance shall be deemed Hart’s rejection of the order. Hart reserves the right to accept or reject any <br />order initiated by Customer in Hart’s discretion. Only signed quotations will obligate the parties to the terms of such quotations <br />and this Agreement with respect to the applicable Products and/or Services. Each accepted quotation shall be subject to the <br />terms and conditions of this Agreement. <br />2. PRICING <br />2.1. Products. Prices for Products shall be specified by Hart in the relevant quotation or proposal and are subject to change without <br />notice, including Prices for backordered Products, however, Prices in quotations or other agreements signed by both Parties are <br />not subject to change. All prices are exclusive of shipping and packing costs, and insurance. <br />2.2. Annual License and Support Fee. The “Annual Fee” is the combined fee for licensing (in the case of Hart Proprietary <br />Software), sublicensing (in the case of Sublicensed Software, if any), and support (a “License and Support Subscription”). <br />Pricing for the initial Annual Fee is the amount specified as the “Initial Annual Fee” on Exhibit A. Pricing for subsequently <br />ordered License and Support Subscriptions shall be specified on the applicable quotation, and unless otherwise specified, shall <br />be pro-rated so as to be co-terminus with the initially-ordered License and Support Subscriptions. Hart may adjust the amount of <br />the Annual Fee for renewal License and Support Subscription terms by notifying Customer of any price changes with the invoice <br />in which the adjustment is made. Unless adjusted by Hart, each renewal Annual Fee will be the same as the Annual Fee for the <br />renewing License and Support Subscription. <br />2.3. Other Services. Pricing for other Services shall be set forth in the applicable quotation, or if not specified, at Hart’s then-current <br />hourly rates. <br />2.4. Additional Charges. Additional charges may apply to Services e.g., travel, communication and other expenses. There will be <br />an additional charge at Hart’s current technician’s rate per hour for any technical work required as a result of other than Hart- <br />recommended equipment purchased by the Customer for use with the Products. Any other additional charges must be mutually <br />agreed to by Hart and Customer and documented in an amendment to this Agreement. <br />2.5. Taxes. All prices are exclusive of applicable taxes. All taxes shall be payable by Customer, unless Customer presents Hart with <br />a proper certificate of exemption from such tax. If Customer challenges the applicability of any such tax, Customer shall pay the <br />tax and may thereafter seek a refund. In the event Hart is required to pay any tax at time of sale or thereafter, Customer shall <br />promptly reimburse Hart therefore. <br />3. PAYMENT <br />3.1. Products. Except as otherwise provided in Hart’s quotation, amounts due for Products shall be billed upon shipment and shall <br />be paid in full within thirty (30) days after delivery. <br />3.2. Annual Fee. The Annual Fee for the initial License and Support Subscription is due upon execution of this Agreement and <br />annually thereafter before expiration thereof. Annual Fees for subsequently ordered License and Support Subscriptions, if any, <br />shall be due upon acceptance of order and unless specified on the applicable quotation, the corresponding Annual Fees for <br />renewals thereof shall be due annually with the renewal of the initially-ordered License and Support Subscription (i.e. shall be <br />pro-rated and become co-terminus). If Customer fails to timely pay an Annual Fee, all Software licenses and Software Support <br />Services will automatically terminate. <br />3.3. Other Services. Amounts due for other Services shall be billed upon the earlier to occur of one or more of the following: first <br />election in which the Professional Services are used; receipt of Services acceptance; not later than sixty (60) days after the date <br />of Customer’s first election in which any portion of the Hardware and/or Software is used , and shall be due within thirty (30) days <br />of receipt of invoice.