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G0P R Y M E IN F I L Purchase Order and Live -User Agreement <br />6. Payment Terms. <br />(a) Invoices and Payment Timing. With the exception of the Initial Fee, which <br />is payable on the Commencement Date, invoices for the annual User Fees due during the Term <br />will be sent thirty (30) calendar days prior to the beginning of each year of the Term (if a three (3) <br />year term, along with a new Live -User Agreement (if a one (1) year term). Invoices are due upon <br />receipt subject to a 15-day grace period. If payment is not received by Pryme Infil by the end of <br />the grace period, Pryme Infl may suspend, lock, or restrict User access to the App and services in <br />its sole discretion until payment is made. If payment is not made within thirty (30) days of <br />Customer's receipt of an invoice, this Agreement Pryme Infil may terminate this Agreement <br />immediately subject to the provisions of Section 7, below. <br />(b) True -Up. The User Fees are calculated based on brackets consisting of a <br />range of Users. Customer shall pay the same User Fees for any number of Users in that same <br />bracket (as identified in the Summary of Terms) unless and until the number of Users exceeds their <br />existing bracket. If at any point during the Term, the Customer increases its Users such that the <br />number of Users moves into a new bracket, the User Fees for the next Term year shall be adjusted <br />and likewise Customer shall be required to pay a pro rata portion of the User Fee from the prior <br />year calculated from the date when the bracket increase occurred in said prior year. For example, <br />if in September of Year 2 of the Term, the Customer's Users increase from 24 to 30, then the <br />invoice generated for Year 3 shall include the new adjusted User Fee for Year 3, and shall also <br />include charges for the difference in the User Fees in Year 2 based on the change in bracket, <br />prorated for the four months in Year 2 that the Users exceeded the original bracket. A true -up of <br />Customer Users shall be performed at the end of each year of the Term and the change in User <br />Fees, if any, shall be included in the next annual invoice for payment. Pryme Infil shall include <br />sufficient detail in the invoice to support its calculation of Users and User Fees. Customer attests <br />that it has read and understands this section, agrees to the adjustment of User Fees based on the <br />bracket system noted above, and further agrees to payment of prorated fees for prior years as set <br />forth herein. <br />Initials Required: <br />(c) Capped Annual Technology Increase. Subject to commencement following <br />Year 1, the User Fee may be proportionately increased to account for increases in the cost of <br />technology associated with the Application; provided, however that Pryme Infil will have the right <br />to adjust the User Fee by no more than five percent (5%) of the total amount paid by Customer to <br />Pryme Infil in the previous year. Such totals shall not be based any discounted pricing; but rather <br />the true total amount. Any increase imposed pursuant to this section shall be reflected on the <br />invoice for the year in which the increase will occur pursuant to the terms of Section 6(a). <br />7. Term and Termination. The term of this Agreement shall begin on the <br />Commencement Date and will continue in effect for the Term (one (1) calendar year); provided <br />that prior to any anniversary of the Commencement Date during the Term, Customer may provide <br />thirty (30) days' prior written notice of its intent to terminate this Agreement before the next year <br />of the Term begins. If Customer gives timely notice as set forth in the sentence above, Customer <br />11 <br />