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INC. Exhibit A form and paid for by the Client. Fees for Support Services will be listed in a Quote accompanying a Quote for Entries for the License Year. 3.1.8 Fee for Fax Service. A fee for the optional fax service shall be listed on a Quote provided to Client, when the fax service module has been requested by Client. Fax service shall not be enabled on Client's account unless Client accepts the Quote through issuance of a purchase order received by MMI. 3.2 Invoices; Payment. Invoices shall be issued in accordance with the payment terms set forth in this Agreement. All pre -approved expenses and other charges, if applicable, will be listed on the invoice as a separate item. The Parties agree the terms and conditions of this Agreement will supersede any conflicting or additional terms set forth in any purchase order documents. Unless otherwise provided in this Agreement, Client will pay the undisputed amounts of any invoices within thirty (30) days of the invoice date. 3.2.1 MMI shall provide a Quote for the next License Year prior to the expiration of the current License Year, based upon Client's requested level of Support Services, Entries and Data Storage Credit. If Client has not agreed to purchase Entries and Services at a fixed price for the next License Year, then the Quote will reflect the current License Year levels unless otherwise directed by Client. MMI must receive a purchase order for the Quote for the next License Year prior to the last day of the current License Year. TABLE 3.2 LICENSE TERM FEES AND CREDITS (Used for Multiyear Agreements only. See Quote for Single License Year Agreements.) License Year Fee for Entries Fee for Support Data Storage Credit (GB) June 21, 2020—June 20, 2021 $7,401.00 for 150 Entries $1,110.15 2.25 GB June 21, 2021 — June 20, 2022 $5,180.70 for 100 Entries $777.11 1.5 GB June 21, 2022 — June 20, 2023 $10,879.47 for 200 Entries $1,631.92 3 GB 3.3 Disputes. Client will notify MMI of any disputed charges, in writing, within 15 days from the date of invoice. Any dispute must be reasonable given the terms of this Agreement. The written dispute will include the bases of the dispute and cite all term(s) of the Agreement that validate Client's bases for dispute. MMI and Client will attempt in good faith to resolve any dispute. If the Parties resolve the dispute, MMI will re -invoice for the agreed amount and payment will be due upon receipt of the invoice. If the Parties fail to resolve the dispute within thirty (30) days after the notice by Client, then MMI will consider all disputed amounts as immediately due and payable, and failure of Client to make payment shall be considered a "Failure to Pay" pursuant to Sections 3.4 and 3.5, below. 3.4 Taxes and exemptions. Client shall also pay or arrange exemption from any taxes, charges, or other fees imposed on its use of the eSOPH System (other than taxes on MMI's income), including any applicable sales and/or use tax. If Client is a government agency and represents it is exempt from state or local sales or use tax, and it's later determined Client is not exempt from such tax, Client is responsible for paying or reimbursing MMI for all outstanding sales or use tax, including any penalties and interest. 3.5 Failure to Pay. If Client fails to pay any undisputed sums when due, MMI may, in its sole discretion, place Client's account in a Restricted Mode as follows: (a) if any undisputed amount on an invoice remains unpaid sixty (60) days after the date of the original invoice, MMI suspend Client's ability to create new Entries (Client would still be able to access existing Entries/Applicants); (b) if any undisputed amount on an invoice remains unpaid ninety (90) days after the date of the original invoice, MMI may suspend or terminate any and all of Client's access to the eSOPH System, including access by its Authorized Users and Applicants, in whole or in part, and cease to perform any and all of its obligations under this Agreement. These actions shall be in addition to, and not in lieu of, any other rights or remedies MMI may have at law or equity and are not a waiver of any such remedies. MASTER SOFTWARE LICENSE & SERVICES AGREEMENT PAGE 10 OF 21 Version: June], 2019— Santa Ana Specific (See Addendum)