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and to the Proprietary Items (including all related patent, copyright, trademark, trade secret, intellectual property and other ownership rights) are
<br />and will remain the sole and exclusive property of Visual Labs and Visual Labs reserves all rights not expressly granted herein. Any derivative works,
<br />modifications, or enhancements relating to the Proprietary Items (whether created alone by either Party or jointly by or on behalf of both Parties)
<br />and any Feedback relating thereto will be solely and exclusively owned by Visual Labs. Client hereby assigns to Visual Labs any rights, title and
<br />Interest, Including all Intellectual property rights, In any Feedback and acknowledges that visual Labs will be free to use Feedback for any purposes
<br />In Its sole discretion.
<br />4. PAYMENTS
<br />4.1. Fees and Expenses. In consideration for access and use of the Platform and Service, Client shall pay to Visual Labs, without offset or
<br />deduction, the fees set forth in Schedule A Visual Labs reserves the right to Increase the fees any time, but must provide notification of such increase
<br />at least sixty (60) days In advance. All fees shall be due and payable within fifteen (15) days after an Invoice is issued by Visual Labs.
<br />4.2. Taxes. The fees and other amounts payable by Client to Visual Labs do not Include any taxes of any jurisdiction that may be assessed or
<br />Imposed upon the Services, Platform, Documentation, or otherwise, Including sales, use, excise, value added, personal property, export, import and
<br />withholding taxes, excluding only taxes based upon Visual Labs' net income. Client shall directly pay any such taxes assessed. Client shall promptly
<br />reimburse Visual Labs for any taxes payable or collectable by Visual Labs (other than taxes based upon Visual Labs' net income). If Client has provided
<br />Visual Labs with proof of its tax exempt status, then, In the event that Client's tax exempt status should become altered, Client shall be obligated to
<br />notify Visual Labs Immediately of any such modification and Client shall become liable for all taxes as set forth above. In the event Client fails to
<br />notify Visual Labs of any such change, Client shall be liable for payment of any tax related penalties or interest assessed against Visual Labs or Client
<br />as a result of such Client failure.
<br />4.3. Payment Terms. Visual Labs may accept and process payment (including renewals) from Client by either check, ACH credit, wire transfer,
<br />or other method as mutually agreed. Amounts owed to Visual Labs will be Invoiced to Client's address for Invoices as designated by Client or, If not
<br />designated, then the address printed on this Agreement. Any Client check rejected by Visual Labs' bank for any reason shall be subject to a $25 fee.
<br />If any Client payment Is more than fifteen (15) days past due, Interest at the rate of ten percent (10%) per annum (or, if lower, the maximum rate
<br />permitted by applicable law) shall accrue. Except as otherwise provided In this Agreement, all fees and other amounts paid by Client under this
<br />Agreement are non-refundable. All dollar amounts referred to In this Agreement are in United States Dollars.
<br />4.4. Suspension. in the event that Client's account Is more than fifteen (15) days overdue on any payment for any reason, Visual Labs shall
<br />have the right, In addition to its remedies under this Agreement or pursuant to applicable law, to suspend Client's use of the Services and Platform,
<br />without further notice to Client, until Client has paid the full balance owed, plus any fees and/or interest due.
<br />S. WARRANTY DISCLAIMER AND LIMITATIONS
<br />5.1. Warranty. Visual Labs warrants that (a) the Platform and Services will perform substantially as specified in the Documentation and (b) the
<br />Implementation, support and training services will be performed In a professional manner consistent with applicable Industry standards. Visual Labs'
<br />obligation with respect to any non-conformance with the foregoing warranty is for Visual Labs to use cornmerclally reasonable efforts to correct the
<br />non-conformance. If Visual Labs Is unable to correct the non-conformance despite its use of commercially reasonable efforts, then Visual Labs will
<br />notify Client and Client may terminate this Agreement and Visual Labs will refund to Client the subscription fees paid by Client to Visual Labs for the
<br />preceding thirty (30) day period or the implementation or other services fees paid by Client for the non -conforming services, as applicable. THE
<br />FOREGOING REMEDY IS CLIENT'S EXCLUSIVE REMEDY AND VISUAL LABS' SOLE LIABILITY FOR A BREACH OF THE WARRANTY SET FORTH IN THIS
<br />SECTION, THIS WARRANTY SHALL NOT APPLY IF THE NON-CONFORMANCE IS DUE TO DISRUPTION OR OUTAGE OF COMMUNICATIONS (INCLUDING
<br />THE INTERNET, MOBILE SERVICES, OR OTHER NETWORKED ENVIRONMENT), POWER, OR ANY OTHER UTILITIES, MALFUNCTION OF MOBILE DEVICES
<br />OR OTHER CLIENT EQUIPMENT, OR CLIENT'S OR ITS AUTHORIZED USERS' FAILURE TO USE THE PLATFORM OR SERVICES IN ACCORDANCE WITH THE
<br />DOCUMENTATION AND VISUAL LABS' INSTRUCTIONS.
<br />5.2. Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5.1, THE PROPRIETARY ITEMS AND ALL IMPLEMENTATION, SUPPORT,
<br />TRAINING AND OTHER SERVICES ARE PROVIDED "AS IS" AND VISUAL LABS MAKES NO REPRESENTATIONS OR WARRANTIES, ORAL OR WRITTEN,
<br />EXPRESS OR IMPLIED, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, INCLUDING IMPLIED
<br />WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INTERFERENCE, OR NON -INFRINGEMENT. Without limiting
<br />the generality of the foregoing, Visual Labs does not represent or warrant that: (a) the Service or Platform will meet any expectations or specifications
<br />of Client; (b) the Services or Platform will protect Client, Its employees, personnel, or Invitees, or Client's premises from any specific threats or
<br />increase the security of Client's premises; or (c) the operation of the Services and Platform will be uninterrupted or error -free. CLIENT
<br />ACKNOWLEDGES AND AGREES THAT CERTAIN FEATURES OF THE SERVICES AND PLATFORM MAY NOT WORK AND LOSSOF DATA MAY BE POSSIBLE
<br />UNDER CERTAIN CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO, THE LOSS OF iNTERNET, MOBILE SERVICE, OR WIRELESS CONNECTION.
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