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MILLER MENDEL, INC. 3.2.1 To request additional Entries and related services, Client shall email Accounting(a MillerMendel.com with the number of Entries and a list of other services they wish to be included on a quote. Client shall also include the top step hourly rate for the classification conducting the background investigations within their agency. When MMI receives Client's purchase order, the Entries and other applicable services will be added to Client's eSOPH system and Client will be invoiced for those services. For more information regarding eSOPH pricing, please request MMI's eSOPH Pricing Information document. TABLE 3.2 LICENSE TERM FEES AND CREDITS (Used for Multiyear Agreements only. See Quote for Single Year Subscription Agreements.) Subscription Year Fee for Entries Fee for Support Services Fee for Setup Data Storage Credit (GB) See quotes attached as Exhibit B 963-2324, dated 05/30/2023 963-2425, dated 05/30/2023 963-2526, dated 05/30/2023 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. 3.6 [Deleted] 4. TERM, RENEWAL AND TERMINATION 4.1 Term. The term of this Agreement will commence as of the Effective Date and will continue through 12-months (a "Subscription Term"), and as renewed pursuant to Section 4.2 (Renewal), unless terminated MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT (fOMSSSA") PAGE 10 OF 24 Version: May 30, 2023