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Client up to 90 days prior to the effective date of such Renewal Term. Client will notify Innovative in writing if Client
<br /> hereafter requires additional Authorized Users or additional Software modules, and will pay the fees for such
<br /> additional Authorized Users or additional Software modules in accordance with the terms set forth on the invoice
<br /> for such fees. The Software may, from time to time, electronically transmit to Innovative reports verifying the type
<br /> and number of Authorized Users, and Innovative may utilize license keys or other reasonable controls to enforce
<br /> Authorized User license limitations. Client will cooperate with Innovative in all such efforts.
<br /> b. Fees for additional Third-Party Software, hardware and services are subject to change and will be quoted
<br /> at the then current rate.
<br /> c. All Fees are exclusive of all taxes and similar fees now in force or enacted in the future or imposed on the
<br /> delivery and license of the Software, all of which Client will be responsible for and will pay in full, other than taxes
<br /> based on Innovative's net income. Client will provide Innovative its state issued Direct Pay Exemption Certificate
<br /> (or equivalent certificate), if applicable, upon execution of this Agreement. In the event an applicable taxing
<br /> authority, as a result of an audit or otherwise, assesses additional taxes for goods or services sold under this
<br /> Agreement at any time, Client and not Innovative will be solely responsible for payment of such additional taxes
<br /> and all costs associated with such assessment, including without limitation, interest, penalties and attorney's fees.
<br /> Additionally, should Client be required under any applicable law or regulation, domestic or foreign, to withhold or
<br /> deduct any portion of the payments due to Innovative hereunder, then the sum due to Innovative will be increased
<br /> by the amount necessary to yield to Innovative an amount equal to the sum Innovative would have received had no
<br /> withholdings or deductions been made.
<br /> d. Where this Agreement establishes a due date for a payment and/or a recurring method for payment,
<br /> payment will be due and payable on such due date and/or according to the method specified. Other fees or
<br /> expenses charged pursuant to this Agreement will be paid at the amounts set forth in the invoice within 30 (thirty)
<br /> days of the date of the invoice. All amounts stated herein and all Fees determined hereunder are in U.S. Dollars,
<br /> unless otherwise required by applicable law.
<br /> e. Any invoices not paid when due will accrue interest at the rate of 1% per month or the maximum rate
<br /> permitted by law, whichever is greater.
<br /> 5. Limited Warranty.
<br /> a. Innovative warrants, solely for the benefit of Client, that:
<br /> i. It has the corporate power and authority to enter into this Agreement and to grant Client the license to
<br /> the Software hereunder; and
<br /> ii. The Software will conform in all material respects to the applicable technical documentation for the
<br /> Software provided to Client by Innovative and expressly identified by Innovative as the specifications for
<br /> the Software (collectively, the"Specifications").
<br /> b. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR (i) THE WARRANTIES
<br /> EXPRESSLY STATED ABOVE IN THIS SECTION AND (ii) ANY WARRANTY, REPRESENTATION OR
<br /> CONDITION TO THE EXTENT THE SAME CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW,
<br /> INNOVATIVE AND ITS LICENSORS, AFFILIATES,AGENTS, SUBCONTRACTORS AND SUPPLIERS MAKE NO
<br /> REPRESENTATIONS OR WARRANTIES, AND EXPRESSLY DISCLAIM AND EXCLUDE ANY AND ALL
<br /> WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, WHETHER
<br /> ARISING BY OR UNDER STATUTE, COMMON LAW, CUSTOM, USAGE, COURSE OF PERFORMANCE OR
<br /> OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY,
<br /> FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. WITHOUT LIMITING THE
<br /> FOREGOING, INNOVATIVE AND ITS LICENSORS, AFFILIATES, AGENTS, SUBCONTRACTORS AND
<br /> SUPPLIERS DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY REPRESENTATION OR WARRANTY,
<br /> THAT THE SOFTWARE OR OTHER DELIVERABLES PROVIDED BY OR ON BEHALF OF INNOVATIVE WILL
<br /> SATISFY CLIENT'S REQUIREMENTS OR THAT THEIR USE OR OPERATION WILL BE ERROR OR DEFECT-
<br /> FREE OR UNINTERRUPTED OR AVAILABLE ON THE INTERNET, OR THAT ALL PRODUCT DEFECTS WILL
<br /> BE CORRECTED. EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 5(a), THE SOFTWARE,
<br /> INCLUDING ALL CONTENT, IS PROVIDED "AS IS," WITH ALL FAULTS AND WITHOUT ANY GUARANTEES
<br /> REGARDING QUALITY, PERFORMANCE, SUITABILITY, TIMELINESS, SECURITY, DURABILITY,
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