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INC. PROPRIETARY AND CONFIDENTIAL invoices will be paid in accordance with Section 3 of this Agreement. The Parties agree MMI will retain all ownership and Intellectual Property Rights to any Customizations MMI develops or implements. All Customizations shall be considered part of the eSOPH System and subject and to the terms and conditions of this Agreement. The description, pricing and any milestones regarding approved Customizations will be set forth in the separate agreement. 3. FEES AND PAYMENT. 3.1.License Fees. Client will pay to MMI the set-up fee and periodic license fees for each designated License Period set forth in a "License Period, Pricing and Other Client Specific Terms" (referred to sometimes herein as an "LPPO"), a form of which is attached to this Agreement at Exhibit A. A new or amended LPPO form shall be executed by the Parties for each designated License Period during the Term. All payments made to MMI by Client will be in USD. 3.2. Invoices. Unless otherwise noted in this Agreement or Exhibit A. MMI may issue a single, summary monthly invoice for any amounts owing to MMI by Client colder the terms of this Agreement. All taxes, pre - approved expenses and other charges, if applicable, will be listed on the invoice as a separate item. All invoices will be in USD. The Parties agree that the terms and conditions of this Agreement will supersede any conflicting or additional terms set forth in any invoice. Client will pay all undisputed invoices within thirty (30) days of the date of receipt thereof. MMI may invoice in other durations at MMI's discretion, but not more often than once every thirty days. 3.3. Disputes. Client will notify MMI of any disputed charges, in writing, within 30 days from the date of invoice. Any dispute must be reasonable given the terms of this Agreement. The written dispute will include the reason for the dispute and cite all term(s) of the Agreement that validates Client's cause for dispute. MMI and Client will attempt in good faith to resolve any dispute. If the Parties agree Client will pay any disputed amounts, MMI will re -invoice that amount and Client will pay all such amounts to MMI upon receipt of the invoice. 3.4. Interest on past due amounts. MMI may charge interest on any overdue invoices in the amount of 18% per annum or the maximum amount permitted by applicable law, whichever is less. 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 MMPs 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 be 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 sums when due, MMI may, in its sole discretion: (a) cease to perform any and all of its obligations under this Agreement; (b) if applicable, terminate any and all of Client's access to the eSOPH System, including access of its Authorized Users and Applicants, in whole or in part; and/or (c) exercise other remedies available to MMI. 4. TERM AND TERMINATION 4.1. Term. The term of this Agreement will become effective as of the Effective Date set forth above and will continue to be in effect for the License Period defined in Exhibit A. 4.2. Termination. 4.2.1. Either Party may terminate this Agreement for any reason upon thirty (30) days prior written notice to the other Party. Upon termination, MMI will not issue any refunds to Client for payments made pursuant to Section 3 of this Agreement, unless the reason for termination is an independent, sole act of MMI and also without cause. When the termination is an independent, sole act of MMI and without cause, MMI will issue Client a refund for up to US$8,000.00 of unused Entries, minus any outstanding charges owed by Client. MMI does not issue refunds in greater amounts, or for other circumstances, due to the upfront expenses MMI sustains from continuous maintenance of the System, to include System updates at no additional charge. MASTER SOFTWARE LICENSE & SERVICES AGREEMENT PAGE 4 OF 18 Version: August 27, 2015—Santa Ana PD Only