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109738\153265\46611157.8
<br />or the Service except as expressly set forth in this
<br />Agreement.
<br />3.9 Additional Services Due to
<br />Security Incidents. In the event Licensee is subject to
<br />a security breach, ransomware attack, or other
<br />incident effecting its network, hardware, data, or other
<br />systems, and such incident is not caused by Selectron
<br />or the Licensed Software and is not related to the
<br />Licensed Software, Selectron shall have no obligations
<br />under this Agreement to provide any support or
<br />assistance in responding to, investigating, mitigating,
<br />or remediating such incident. Selectron may, in its sole
<br />discretion, provide Licensee with such support or
<br />assistance, but such support or assistance is not
<br />included in the Services or Technical Support Services,
<br />and would require a separate purchase order (or
<br />equivalent documentation) and payment as agreed to
<br />by Selectron.
<br />4. Fees and Payment
<br />4.1 Service Fees. Licensee shall pay
<br />to Selectron service fees (“Service Fees”) in the
<br />amounts and according to the terms and conditions
<br />set forth in Exhibit A. In addition to the payment of
<br />Service Fees, unless different terms are provided for in
<br />Exhibit A, Licensee agrees to reimburse Selectron for
<br />all actual, documented and reasonable travel and out-
<br />of-pocket expenses incurred by Selectron in
<br />connection with the performance of any Services.
<br />4.2 Payment Terms. Unless
<br />different payment terms are set forth in Exhibit A, all
<br />fees and expenses payable hereunder shall be due
<br />thirty (30) days from the date of invoice, and any
<br />amounts not paid when due will incur late fee charges
<br />at the rate of 1.5% per month, or the maximum rate
<br />permitted by applicable law, whichever is lower,
<br />calculated on a daily basis. If any amounts are past due
<br />and outstanding, Selectron reserves the right to
<br />suspend the licenses granted hereunder,
<br />suspend access to the Licensed Software, and
<br />discontinue the Services until all outstanding amounts
<br />are paid. Before the suspension, Selectron shall
<br />provide thirty (30) days written notice to Licensee of
<br />such pending suspension. During the notice period, the
<br />parties will make good faith efforts to resolve the
<br />payment issue; provided that if such issue is not
<br />resolved during the notice period, Selectron reserves
<br />the right to suspend the services. Selectron is entitled
<br />to recover all costs of collection, including attorney’s
<br />fees and related expenses.
<br />4.3 Disputed Amounts. Any
<br />disputed charges must be presented by Licensee to
<br />Selectron in writing within fifteen (15) days of the date
<br />of invoice, and the parties agree to cooperate in good
<br />faith to promptly resolve any disputed invoice within
<br />fifteen (15) days of Selectron’s receipt of Licensee’s
<br />written notice of dispute. In the event Licensee disputes
<br />any amounts invoiced by Selectron in good faith, the
<br />undisputed amount shall be paid when due, and only
<br />disputed amounts shall be withheld pending resolution of
<br />the dispute. If payment of a disputed amount has already
<br />been made and later resolution of the dispute is in
<br />Licensee’s favor, a credit will be issued by Selectron to
<br />Licensee on the next invoice.
<br />4.4 Fee Increases. During the Initial
<br />Term, the Service Fees set forth in Exhibit A shall apply.
<br />After the Initial Term (as defined in Section 11.1 below),
<br />Selectron may increase or change its fees by providing
<br />Licensee with notice of such increase or change at least
<br />ninety (90) days prior to the effective date of such
<br />increase or change. Licensee’s sole alternative to such fee
<br />increase or change shall be to terminate this Agreement
<br />by providing notice of termination to Selectron within
<br />twenty (20) days after receipt of the notice of price
<br />increase or change, which termination will become
<br />effective thirty (30) days after such written notice of
<br />termination.
<br />4.5 Taxes. All prices set forth in this
<br />Agreement are in U.S. Dollars and are exclusive of any
<br />applicable taxes. Unless Licensee can provide, on
<br />Selectron’s request, Selectron with certification of its
<br />then-current tax-exempt status, Licensee shall pay,
<br />indemnify, and hold Selectron harmless from all import
<br />and export duties, customs fees, levies, or imposts, and
<br />all sales, use, value added, or other taxes or governmental
<br />charges of any nature, including penalties and interest,
<br />and all government permit or license fees assessed upon
<br />or with respect to any products sold, leased, or licensed
<br />to Licensee and any services rendered to Licensee;
<br />provided, however, that Licensee shall not be responsible
<br />for paying any taxes imposed on, or with respect to,
<br />Selectron’s income, revenues, gross receipts, personnel,
<br />or real or personal property or other assets.
<br />5. Proprietary Rights
<br />As between Selectron and Licensee, Selectron and/or its
<br />licensors own and shall retain all right, title and interest,
<br />including, without limitation, all Intellectual Property
<br />Rights in and to the Licensed Software and any Work
<br />Product resulting from performance of the Services and
<br />any portions thereof, including without limitation any
<br />copy or Derivative Work of the Licensed Software (or any
<br />portion thereof) and any Updates and upgrades thereto.
<br />Licensee agrees to take any action reasonably requested
<br />by Selectron to evidence, maintain, enforce, or defend the
<br />foregoing. Licensee shall not take any action to jeopardize,
<br />Docusign Envelope ID: 387D777D-8080-8C8A-81D9-2D8903B7172D
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