25J - AGMT PD JAIL TRAINING SOFTWARE

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11/1/2016 Master Services Agreement I Relies (60) days' written notice. Payment of all fees is due thirty (30) days after the invoice date. Interest accrues on past -due balances at 1% per month. Failure to make timely payments shall be a material breach of the Agreement and Company will be entitled (i) to suspend any or all Subscription Services or Professional Services hereunder upon thirty (30) days' written notice to Client and/or (ii) to modify the payment terms, and to request full payment before any additional performance is rendered by Company. Unless expressly provided otherwise, prices do not include taxes. Client agrees to pay any federal, state or local sales, use, personal property, excise taxes or other taxes arising out of this Agreement. 4.2 Subscription Metrics. Client understands and agrees that (i) all fees are based on the Subscription Metrics purchased and that (ii) unless expressly stated otherwise in the Ordering Document, the quantity(ies) of Subscription Metrics provided in the initial Ordering Document or most recent amendment, if applicable, represent minimum amounts that Client has committed to for the Subscription Service Term (as defined in Section 9.2). Additional Subscription Metrics must be purchased in the event actual use exceeds the licensed quantity, at Company's then -current fees. Additional Subscription Metrics, if any, are prorated for the remainder of the then -current Subscription Services Term. There shall be no fee adjustments or refunds for any decreases in usage during Subscription Services Term. 4.3 Professional Services. Additional Professional Services may be provided on a time and materials (T&M) basis at the Company T&M rates in effect at the time the Professional Services are performed or on a fixed fee basis, as indicated in an Ordering Document. On a T&M engagement, if an estimated total amount is stated in the Ordering Document, that amount is solely a good -faith estimate for Client's budgeting and Company's resource scheduling purposes and not a guarantee that the work will be completed for that amount. On a fixed fee engagement, Professional Services purchased must be used within, and prices quoted are valid for, the time period specified in the Ordering Document. Hours that are not used or have expired are non-refundable. 4.4 No Contingencies. Client agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written comments made by Company regarding future functionality or features. 5. CONFIDENTIALITY 5.1 Confidential Information. Each party hereby agrees that it will not use or disclose any Confidential Information received from the other party other than as expressly permitted under the terms of this Agreement or as expressly authorized in writing by the other party. Confidential Information means any and all information disclosed by either party haps://w ..relias.com/legal/msa-2017 25J-14 6116