Synopsis SaaS Subscription Agreement 2019-11-27 - PFM Countersigned

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Rev. 24.10.18 – Annex C – Terms and Conditions shall be construed as transferring any rights, title or interests to Customer or any third party. PFM and its licensors reserve any and all rights not expressly granted herein. 8. Anonymous Information. PFM may collect, use and publish Anonymous Information (defined below), and disclose it to its third party service providers, to provide, improve and publicize PFM’s applications and services. “Anonymous Information” means information about use of the Application, including Customer Data, which does not enable identification of an individual, such as aggregated and analytics information about use of the Application. PFM owns all Anonymous Information collected or obtained by PFM. 9. Payments. Customer shall pay PFM the fees set forth in the Subscription Agreement in accordance with this Section 9. 9.1. Implementation Fee. The provision of any “Implementation Services” (as described in Annex B) is subject to Customer’s payment in full of the Implementation Fee set forth in the Subscription Agreement. 9.2. Licensing Fee. Access to the Application and the provision of any “Ongoing Services” (as described in Annex B) is subject to Customer’s payment in full of the related Licensing Fee for the related subscription period set forth in the Subscription Agreement. 9.3. Ancillary Services Fee. If Customer requests that PFM provide ancillary services, then PFM will provide such service subject to Customer’s payment in full of the “Ancillary Services Fee” set forth in the Subscription Agreement. 9.4. Expenses. Customer will reimburse PFM for reasonable transportation, lodging, meal, and out -of- pocket expenses incurred by PFM for travel, as requested by Customer, to any location outside of Philadelphia, Pennsylvania. Customer will be solely responsible for all expenses incurred by Customer personnel in connection with these Terms and Conditions, the Application, and the Services. 9.5. Payment Terms. All payments hereunder are quoted and shall be paid in United States Dollars. Payments shall be made without any right of set-off or deduction and are irrevocable and (except as expressly set forth herein) nonrefundable. All PFM invoices are due and payable in accordance with the Subscription Agreement. Any amount not paid when required to be paid hereunder shall accrue interest on a daily basis until paid in full at the lesser of: (i) the rate of one and a half percent (1.5%) per month; or (ii) the highest amount permitted by applicable law. 9.6. Taxes. All fees payable to PFM are exclusive of applicable taxes (including without limitation VAT), withholdings, duties, or other governmental charges (collectively, “Taxes”), and the fees set forth in the Subscription Agreement are the net amounts which PFM shall be paid by Customer hereunder. Customer contemplates that Customer’s access to and use of the Application and receipt of Services will be exempt from all Taxes. If Customer’s access to or use of the Application or receipt of Services is nevertheless determined to be subject to Taxes, Customer shall pay when due all such Taxes assessed or levied against or with respect to the Application or Services. 10. Term, Renewal, and Termination. 10.1. Initial Term. The Agreement shall be effective upon the Effective Date and shall continue for an initial term as described in the Subscription Agreement (the “Initial Term”). 10.2. Renewal. Following the Initial Term, the Agreement shall automatically renew at the then-applicable Licensing Fee for successive one-year terms (each a “Renewal Term”, and together with the Initial Term, the “Term”) unless: (i) PFM or Customer provides the other with sixty (60) days written notice prior to the end of any term of its intent not to renew, or (ii) the Agreement is terminated in accordance with Section 10.3 (Termination) below. If Customer continues to use the Application past any renewal date, then Customer shall be deemed to have renewed the Agreement for the following term at the rates applicable for said new term. 10.3. Termination. 10.3.1. Material Breach. Either party may terminate the Agreement with immediate effect if the other party materially breaches the Agreement and such breach remains uncured (to the extent that the breach can be cured) fifteen (15) days after having received written notice thereof. DocuSign Envelope ID: BA71619D-5796-4319-85EF-917E1B819551