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Master License Agreement Page 2 of 16 <br />Licensee Responsibilities. Licensee is responsible for all activity occurring under Licensee’s user accounts <br />and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in <br />connection with Licensee’s use of the Software, including those related to data privacy, international <br />communications, and the transmission of technical or personal data. <br />2.LICENSE FEE AND TAXES <br />Licensee shall pay the license fee for the number of licenses as specified in the applicable Order Schedule, <br />including the renewal terms (“License Fee”) and other charges, within thirty (30) days of the date of the <br />invoice. These fees and charges will be documented on an invoice sent to Licensee by BlueConduit or one <br />of its affiliates. If the parties have agreed to Consulting Services under a Statement of Work (as defined <br />below) or Order Schedule, BlueConduit will invoice for fees and expenses on a monthly basis, in <br />accordance with the Statement of Work/Order Schedule. <br />Licensee shall be solely responsible for any sales, use, privilege, value added, excise or other transaction <br />taxes, however designated, that may be levied based on this Agreement. Each party will be liable for its <br />own income taxes. <br />3.TERM, TERMINATION, AND RENEWAL <br />This Agreement takes effect upon the Effective Date and remains effective for the term specified in any <br />Order Schedule, so long as parties are engaged in an ongoing Statement of Work, or unless extended or <br />terminated as provided herein. Each party may terminate this Agreement in the event of a material breach <br />by the other party that is not cured within thirty (30) days after the non-breaching party gives written notice. <br />Each party may terminate this Agreement for convenience upon providing the other party with ninety (90) <br />days prior written notice. <br />Upon termination, Licensee shall immediately cease use of BlueConduit Software. Termination of this <br />Agreement by either party will not limit a party from pursuing any other remedies available to it, including <br />injunctive relief, nor will termination release Licensee from its obligation to pay all fees that Licensee has <br />agreed to pay under this Agreement, except as follows: <br />If Licensee terminates this Agreement for BlueConduit’s uncured material breach of a provision of this <br />Agreement other than Section 7 (which contains a separate provision providing a refund): (i) BlueConduit <br />shall reimburse Licensee on a pro rata basis for any remaining prepaid License Fees for the remaining <br />License Period after the date of Licensee’s written notification of BlueConduit’s breach (“BlueConduit <br />Breach Date”), (ii) fees paid up to the BlueConduit Breach Date shall not be refunded, and (iii) Licensee <br />shall have no further obligation to pay the remaining unpaid License Fees after the BlueConduit Breach <br />Date. <br />If Licensee terminates this Agreement for Convenience Licensee shall have no further obligation to pay the <br />remaining unpaid License Fees after the termination effective date. <br />This Agreement and Order Schedules may only be renewed by mutual written agreement of the Parties. <br />4.SOFTWARE MAINTENANCE AND SUPPORT SERVICES <br />BlueConduit’s standard maintenance and associated support services for the Software (“Maintenance and <br />Support”) are described in Schedule B attached hereto. Any software, bug fixes, documentation, or other <br />items provided as part of Maintenance and Support will automatically be licensed to Licensee under this <br />Agreement. Maintenance and Support is included in the License Fees. <br />5.CONSULTING, IMPLEMENTATION, AND TRAINING SERVICES <br />If the parties execute a Statement of Work or Order Schedule for Consulting Services under this Agreement, <br />then Schedule F will apply and BlueConduit shall provide the Consulting Services described in that <br />Statement of Work or Order Schedule under the terms and conditions of Schedule F and this Agreement.