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independent representations or warranties with respect to products provided by third parties. Any third party warranties are the exclusive remedies of Customer with respect to such products. 3.9 Use of Subcontractors. Customer acknowledges that PerfectMlND may engage agents and subcontractors to perform any of the Professional Services described in a Statement of Work. PerfectMlND shall be responsible for the fulfilment of its obligations hereunder, notwithstanding the performance of any of its obligations by its agents and subcontractors. 3.10 No Recruitment. Customer agrees that during the term of this Agreement, and for a period of one (1) year thereafter, it will not, without the prior written consent of PerfectMIND, hire, retain or engage, or make an offer in respect of same to, any employee, independent contractor or consultant of PerfectMlND. PART 4—FEES AND PAYMENTS 4.1 Platform Use Fees. Customer will pay all fees and charges in connection with the use of the Platform in accordance with Exhibit A, which forms an integral part hereof and is incorporated herein by reference. 4.2 Platform Use Billing. The fees payable by Customer for use of the Platform in each twelve (12) month period is payable in advance at the beginning of such period. PerfectMlND will invoice Customer for such fees at the beginning of each 12 month period, and Customer will pay each invoice within thirty(30)days after the date of the invoice; provided that the entire fee for the first twelve-month period in the Term is payable and due on execution of this Agreement. All amounts due by Customer hereunder will be paid, unless otherwise expressly set out herein, without any deduction, adjustment or set-off whatsoever. 4.3 Taxes. Fees for use of the Platform do not include any taxes, and Customer agrees to pay all applicable sales, use, value-added and other taxes or similar nature based on or due as a result of any amounts paid to PerfectMlND under this Agreement. 4.4 Late Payments. If PerfectMlND does not receive payment in full of an invoice within 30 days after the date of such invoice and Customer fails to make full payment within ten (10) days after written notice of the non-payment is given by PerfectMlND, Customer will be deemed to be in default. Customer will pay any and all collection costs incurred by PerfectMlND in collection of outstanding debts. In addition to any other rights granted to PerfectMlND herein and available to PerfectMlND at law or in equity, PerfectMlND reserves the right to suspend the Accounts and Customer's right to use and access to the Platform if Customer is in default with respect to its payment obligations. PerfectMlND reserves the right to impose a reconnection fee upon reactivation if any such suspension takes place. Professional Services Fees. If the Professional Services are to be provided on a fixed price basis, the Statement of Work will set out the total contract price, a payment schedule, including the fees payable in respect of each deliverable and/or milestone, as applicable. If the Professional Services are to be provided by PerfectMlND on a time and materials basis, the rate(s) in Exhibit C attached hereto will apply. PerfectMlND may, from time to time and upon sixty(60) days' notice to Customer, amend the rate(s) for Professional Services. Per Diem rates 6