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i.. A t total amount owed shall be added as a late fee. (e) SI. The Client shall pay the one-time SI setup fees as set forth in the Fee Schedule("SI Fees'). The SI Fees shall be considered late after twenty(20)days and a charge of 10%of total amount owed shall be added as a late fee. 2.02 Client shall reimburse Cemetery360 for all reasonable expenses which are incurred in the performance of Cemetery360 services under this Agreement, including but not limited to travel expenses. All such expenses shall be invoiced by Cemetery360 to the Client without markup by Cemetery360.Notwithstanding the foregoing, any expense to be incurred by Cemetery360 that is expected to equal or exceed five hundred dollars ($500)shall be pre-approved by the Client in writing prior to the incurrence of such cost by Cemetery360; provided,however,the Clients acknowledges and agrees that travel related expenses not to exceed three hundred and fifty dollars($350)have been pre-approved by the Client for imaging services to be completed onsite. 2.03 All invoices shall be paid by Client within twenty(20)days of receipt provided that reimbursement for expenses may be delayed until such time as Cemetery360 has furnished such documentation for authorized expenses as the Client may reasonably request. The invoice shall be considered late after twenty(20)days and a 20%of total amount owed shall be added as a late fee. 2.04 Client shall pay,reimburse,and/or hold Cemetery360 harmless for all sales, use,transfer,privilege, tariffs, excise,and all other taxes and all duties,whether international,national, state,or local, however designated except income taxes, which are levied or imposed by reason of the performance of the professional services under this Agreement or by use of the Site, except income taxes. ARTICLE 3. TERM;TERMINATION 3.01. This Agreement will become effective on the Effective Date,and will continue in effect until the Services have been completed, or, if Hosting Service and/or CemLS was select, for the stated period("Term") unless terminated earlier as provided for herein.After the Term,this Agreement will continue on a year to year basis provided the Client pays the yearly fee set forth in the Fee Schedule on the first day of each year following the Term,until terminated by one of the parties as provided in this Agreement. Either party may terminate this Agreement at the end of the Term or any subsequent yearly term upon thirty(30)days prior written notice before the end of the term. 3.02. If either Party is in material breach of this Agreement,the non-breaching Party shall provide written notice to the breaching Party specifying the nature of the breach.The breaching Party shall have thirty(30)days from receipt of such notice to correct such breach; provided, however,the breaching Party shall only have a right to cure non-payment of License Fees once every twelve(12)months. If the breach is not cured within such period,the non-breaching Party may terminate this Agreement by providing the breaching Party with written notice of termination.The foregoing cure period does not constitute any waiver or agreement not to pursue immediate equitable remedies in a court of competent jurisdiction. For purpose of clarification,the non-payment of the License Fee shall be deemed a material breach of this Agreement. 3.03. Either Party may terminate this Agreement upon twenty(20)days written notice if any event of force majeure prevents the other Party from substantially performing its obligations under this Agreement for more than thirty(30)days, or if the Party invoking force majeure,after invoking force majeure, cannot provide,within twenty(20)days of the other Party's request, adequate assurances of recommencing performance within thirty (30)days of invoking force majeure. 3.04. Either Party may terminate this Agreement immediately upon the occurrence of any of the following events with respect to the other Party: (i)a receiver is appointed for such Party or its material assets; (ii)such Party becomes insolvent, generally unable to pay its debts as they become due, or makes an assignment for the benefit of its creditors or seeks relief under any bankruptcy, insolvency or debtors relief law; (iii)if proceedings are commenced against the other Party,under any bankruptcy, insolvency or debtor's relief law,and such proceedings have not been vacated or set aside within sixty(60)days from the date of commencement thereof; or(iv) if such Party is liquidated,dissolved or ceases operations. 3