Common use of Fees Payment Clause in Contracts

Fees Payment. (a) Recipient shall pay or cause its Group member to pay to Provider the fees set forth on Schedule 1 with respect to each Service. Notwithstanding the fees set forth on Schedule 1, in the event that the Provider determines that a different fee for a Service is required as a result of a change in applicable Law (and results from changes or developments generally applicable to the Provider or its Affiliates), then such different fee may be charged with respect to such Service starting with the billing month immediately following the billing month in which the Provider provides written notice to the Recipient of such change if provided no later than two (2) weeks prior to the first day of such billing month, and, otherwise, on the next succeeding billing month. In addition, the Recipient will also be responsible for payment of all Covered Taxes applicable to the fees paid to the Provider hereunder for the Services and any Third Party costs and expenses and other out-of-pocket costs and expenses that the Provider incurred in providing the Services in accordance with the terms hereof. (b) The Provider shall provide the Recipient with invoices on a monthly basis for the applicable Services rendered by the Provider (or a member of its Group) during the preceding calendar month. Such invoices shall be paid by the Recipient within thirty (30) days of the date thereof. Amounts invoiced that remain unpaid after thirty (30) days will bear interest, accruing daily and being calculated and payable monthly in arrears on the last day of each and every month, at the lesser of ten percent (10%) per annum and the maximum rate allowed by applicable Law. Each Party may, in good faith, dispute any invoice issued hereunder by written notice of such dispute delivered to the other Party prior to the date payment is due on the disputed invoice listing all disputed items and providing a description of the dispute (it being agreed that all amounts not so disputed shall be timely paid). Each Party shall negotiate such invoice dispute in good faith for the purposes of resolving such dispute.

Fees Payment. (a) Recipient 4.1. Fees shall pay or cause its Group member to pay to Provider the fees be paid as set forth on Schedule 1 with respect to each Service. Notwithstanding in the fees applicable Order Form and/or SoW in the currency as set forth therein. Payments may be made by check, wire transfer, or by such other means as Neo4j may specify from time-to-time. All fees specifically exclude (and Subscriber is responsible for) any and all applicable sales, use and other taxes, other than taxes based on Schedule 1Neo4j’s income. If all or any part of any payment owed to Neo4j under this Agreement is withheld, in the event based upon a claim that the Provider determines that a different fee for a Service such withholding is required as a result of a change in applicable Law (and results from changes or developments generally applicable pursuant to the Provider tax laws of any country or its Affiliates), then such different fee may be charged with respect to such Service starting with political subdivisions and/or any tax treaty between the billing month immediately following the billing month country in which the Provider provides written notice to the Recipient of such change if provided no later than two (2) weeks prior to the first day of such billing month, and, otherwise, on the next succeeding billing month. In addition, the Recipient will also be responsible for payment of all Covered Taxes applicable to the fees paid to the Provider hereunder for the Services Neo4j contracting entity is based and any Third Party costs and expenses and other out-of-pocket costs and expenses that the Provider incurred in providing the Services in accordance with the terms hereof. (b) The Provider such country, such payment shall provide the Recipient with invoices on a monthly basis for the applicable Services rendered be increased by the Provider (or amount necessary to result in a member net payment to Neo4j of its Group) during the preceding calendar monthamounts otherwise payable under this Agreement. Such invoices shall be Any amounts due under this Agreement which are not paid by the Recipient within thirty (30) calendar days of their due date shall be subject to a late payment charge of the date thereof. Amounts invoiced that remain unpaid after thirty lower of: (30i) days will bear interest, accruing daily one- and being calculated and payable monthly in arrears on the last day of each and every month, at the lesser of ten one-half percent (101.5%) per month (and shall thereafter bear interest at a rate of eighteen percent (18%) per annum until paid); and (ii) the maximum highest interest rate allowed permitted by applicable Lawlaw. Each Party mayparty is responsible for its own expenses under this Agreement. Except as otherwise set forth herein, in good faith, dispute any invoice issued hereunder by written notice of such dispute delivered all fees payable under this Agreement are non-refundable and non-cancellable. 4.2. Subscriber may elect to purchase certain Software and/or Consulting Services through an authorized reseller (“Reseller”) or elect to pay for the other Party prior to the date payment is due on the disputed invoice listing all disputed items and providing Software through a description of the dispute third party that processes Subscriber’s payments (it being agreed that all amounts not so disputed shall be timely paideach a “Payment Processor”). Each Party shall negotiate Subscriber’s obligation for payment to, and relationship with, such invoice dispute Reseller or Payment Processor is between Subscriber and such Reseller or Payment Processor. If Subscriber elects to use a Reseller or Payment Processor in good faith for connection with the purposes Software and/or Services, Subscriber acknowledges and agrees that: (a) information about Subscriber, this Agreement and any orders may be disclosed to such Reseller or Payment Processor; (b) the termination provisions below will also apply if Subscriber’s Reseller or Payment Processor fails to pay applicable fees; and (c) Reseller is not authorized to make any changes to this Agreement or otherwise authorized to make any warranties, representations, promises or commitments on behalf of resolving such disputeNeo4j or in any way concerning the Software or Services.

Fees Payment. (a) Recipient In consideration for the performance of each of the Services, Constar shall pay or cause its Group member to pay to Provider Crown the fees amount for each of the Services set forth in Exhibit A, as amended from time to time in accordance with this Agreement. Any federal, state, local or foreign income taxes, charges, fees, imposts, levies, contributions or other assessments assessed on Schedule 1 with respect to the provision of each Service. Notwithstanding of the fees set forth on Schedule 1Services shall be paid by Constar (all such charges, plus the amounts described in the event that the Provider determines that a different fee for a Service is required as a result of a change in applicable Law (and results from changes or developments generally applicable to the Provider or its Affiliates), then such different fee may be charged with respect to such Service starting with the billing month immediately following the billing month in which the Provider provides written notice to the Recipient of such change if provided no later than two (2) weeks prior to the first day of such billing month, and, otherwise, on the next succeeding billing month. In additionpreceding sentence, the Recipient will also be responsible “Fee”). (b) Within ten (10) days of the end of each month during the term of this Agreement, Crown shall invoice Constar for payment of all Covered Taxes applicable to Services performed by the fees paid to the Provider hereunder for the Services and any Third Party costs and expenses and other out-of-pocket costs and expenses that the Provider incurred in providing the Services Crown Entities during such month in accordance with the terms hereof. (b) The Provider of this Agreement, unless otherwise provided on Exhibit A. Constar shall provide pay the Recipient with invoices on a monthly basis Fee for the applicable Services rendered by the Provider (or a member of its Group) delivered during the preceding calendar month. Such invoices shall be paid by the Recipient prior month pursuant to this Agreement within thirty (30) days after the invoice for such Services has been provided by Crown in accordance with this Section 2.2(b). (c) The Fees are only applicable to the Services provided until December 31, 2003. If Constar elects to extend, in accordance with Exhibit A, any Service that may be extended as set forth in Exhibit A, Crown will notify Constar of the date thereofFee for such Service (the “Fee Notice”) within 15 days of Crown’s receipt of Constar’s notice of extension (the “Extension Notice”). Amounts invoiced that remain unpaid after thirty (30) Constar will then have 15 days from its receipt of the Fee Notice to accept such Fee or otherwise reach agreement with Crown on such Fee. If Constar does not accept such Fee or otherwise reach agreement with Crown within 15 days from Constar’s receipt of the Fee Notice, Constar will bear interest, accruing daily be deemed to have revoked its Extension Notice and being calculated and payable monthly in arrears on the last day of each and every month, at the lesser of ten percent (10%) per annum and the maximum rate allowed by applicable Law. Each Party maymay obtain such Service from a third party, in good faith, dispute any invoice issued hereunder by written notice of which case Crown will be under no obligation to provide such dispute delivered Service to the other Party prior to the date payment is due on the disputed invoice listing all disputed items and providing a description of the dispute (it being agreed that all amounts not so disputed shall be timely paid). Each Party shall negotiate such invoice dispute in good faith for the purposes of resolving such disputeConstar.

Fees Payment. (a) Recipient shall 8.1 The Customer will pay or cause Beacon any applicable Fees in accordance with this clause. Save as otherwise stated in this Agreement, any payments made are non-refundable, including where the Customer downgrades its Group member to pay to Provider Service Plan during the fees set forth on Schedule 1 with respect to each Service. Notwithstanding Term. 8.2 The invoicing frequency of the fees set forth on Schedule 1, in the event that the Provider determines that a different fee for a Service is required as a result of a change in applicable Law (and results from changes or developments generally applicable to the Provider or its Affiliates), then such different fee may Fees will be charged with respect to such Service starting with the billing month immediately following the billing month in which the Provider provides written notice to the Recipient of such change if provided no later than two (2) weeks prior to the first day of such billing month, and, otherwise, specified on the next succeeding billing month. In additionBeacon website or, if applicable, an Order Form and the Recipient Customer will also be responsible for payment of all Covered Taxes applicable to pay the fees paid to the Provider hereunder for the Services and any Third Party costs and expenses and other out-of-pocket costs and expenses that the Provider incurred in providing the Services Fees in accordance with the payment terms hereofspecified on the Beacon website or any Order Form (or where not specified, within 30 days of the date of the relevant invoice). Purchases through the Beacon website may be payable in full in advance before access to the Platform is made available. Any Overage Fees will be invoiced monthly in arrears and are payable in accordance with this clause. For purchases made through the Beacon website, the Customer authorises Beacon to automatically charge any payment method held on file by Beacon to pay for any automatic renewals pursuant to clause 13.2. (b) The Provider shall provide the Recipient with invoices on a monthly basis for the 8.3 All amounts payable are exclusive of VAT or any other applicable Services rendered by the Provider (or a member of its Group) during the preceding calendar month. Such invoices sales taxes, which shall be paid by the Recipient Customer at the prevailing rate. 8.4 Beacon reserves the right to increase the Fees at the start of each Renewal Term, but will communicate any such increases to the Customer in advance of each Renewal Term. Any increase in Fees shall not exceed the greater of (a) 5% and (b) the increase in the UK Consumer Price Index in the preceding 12 months. 8.5 If Beacon does not receive payment of the Fees by the relevant due date, it may (at Beacon’s discretion) (a) downgrade the Customer to a free version of the Platform (b) disable Customer’s access to the Services and/or (c) charge interest on a daily basis on any overdue amounts at the rate of 3% above the Bank of England base rate. Beacon will not be obliged to provide the Services for so long as any Fees remain outstanding. 8.6 If the Customer believes that any amounts on an invoice are incorrect, it must contact Beacon within thirty (30) 30 days of the due date thereof. Amounts invoiced that remain unpaid after thirty (30) days will bear interest, accruing daily and being calculated and payable monthly in arrears on the last day of each and every month, at the lesser of ten percent (10%) per annum and the maximum rate allowed by applicable Law. Each Party may, in good faith, dispute any invoice issued hereunder by written notice of such dispute delivered to the other Party prior to the date payment is due stated on the disputed invoice listing all disputed items and providing with a description request for an adjustment or credit. 8.7 Where the number of Shipments tracked on the dispute (it being agreed that all amounts not so disputed Platform exceeds the number of Tracking Credits purchased by the Customer, Beacon shall be timely paid). Each Party shall negotiate such permitted to invoice dispute in good faith the Customer for the purposes excess number of resolving such disputeShipments at the same rates for Tracking Credits as advertised on the Beacon website or as stated in the applicable Order Form.

Fees Payment. (aA) Recipient Customer shall pay or cause its Group member Provider the fees and all other amounts payable by Customer to Provider for Space, Power and Services as are set forth on the Service Order attached hereto as EXHIBIT A. (B) Customer will pay to Provider the fees set forth on Schedule 1 with respect to each Service. Notwithstanding the fees set forth on Schedule 1all Fees, and other amounts in the event that the Provider determines that a different fee for a Service is required as a result of a change in applicable Law (and results from changes or developments generally applicable to the Provider or its Affiliates)advance, then such different fee may be charged with respect to such Service starting with the billing month immediately following the billing month in which the Provider provides written notice to the Recipient of such change if provided no later than two (2) weeks prior to by the first day of such billing month, and, otherwise, each calendar quarter. Provider may require Customer upon signing this CSA to pay the Fees for the first calendar quarter in which Fees are payable and any initial non-recurring fees for the Space. Payments for partial calendar quarters shall be prorated based on the next succeeding number of days in such quarter. Any other amounts payable by Customer not included on standard quarterly invoices (i.e. off-cycle billing month. In addition, the Recipient will also be responsible for payment of all Covered Taxes applicable to the fees paid to the Provider hereunder for the Services and any Third Party costs and expenses and other outadjustments or non-of-pocket costs and expenses that the Provider incurred in providing the Services in accordance with the terms hereof. (brecurring fees) The Provider shall provide the Recipient with invoices on a monthly basis for the applicable Services rendered by the Provider (or a member of its Group) during the preceding calendar month. Such invoices shall be paid by the Recipient Customer to Provider within thirty (30) days after Customer’s receipt of Provider’s invoice. Fees shall be payable for the entire Term regardless of whether Customer uses the Space or Services. (C) Without limiting any other rights or remedies of Provider, if any amounts payable by Customer are not paid when due (a “Shortfall”), Customer shall owe Provider a late fee of five percent (5%) of the date thereofShortfall and the unpaid amount shall bear interest at the rate of one and one-half percent (1.5%) per month. (D) All Fees are exclusive of all value added, goods and services, sales, use, transfer, privilege, excise, gross receipts, ad valorem, stamp, business, occupation, consumption or any similar taxes, fees, duties, governmental assessments, impositions and levies, including any and all of the foregoing relating to carbon and climate/environment control (“Taxes”) imposed on the transaction in question (including the delivery of Services), all of which Customer shall pay in full, other than Provider’s income, estate, gift or real estate Taxes. (E) The Parties agree to work cooperatively to determine the correct application of any Taxes. Amounts invoiced If it is determined that remain unpaid after Taxes are applicable to a particular transaction, Provider shall collect and remit Taxes on recurring or non-recurring fees related to this CSA. If it is later determined that the Provider should have withheld and/or paid additional Taxes but did not withhold and pay such Taxes, then Customer shall pay Provider applicable Taxes and hold Provider harmless from any penalties or interests, thereon. Where applicable, Provider must disclose to the pertinent Governmental Authority information required to support Customer’s right to claim exemption from Taxes. The Provider shall issue proper invoices usable by the Customer to recover (by way of credit or refund) Taxes in jurisdictions where they are recoverable. The Provider and Customer shall cooperate to minimize any Taxes and in obtaining any refund, return or rebate or abatement, or providing valid VAT identification or other relevant registration numbers, certificates or other documents. (F) All payments by Customer shall be made in United States Dollars in immediately available funds (via check, wire transfer, electronic funds transfer, or ACH), to the address designated by Provider in writing from time to time. All non-recurring fees are non-refundable and shall be paid by Customer to Provider, and shall belong to Provider. (G) If Customer believes that Provider has billed Customer incorrectly, Customer must contact Provider in writing no later than thirty (30) days will bear interest, accruing daily and being calculated and payable monthly after the receipt by Customer of Provider’s invoice in arrears on which the last day of each and every month, at the lesser of ten percent (10%) per annum and the maximum rate allowed by applicable Law. Each Party mayerror or problem appeared, in order to request an adjustment or credit, otherwise the invoice is deemed accepted. (H) Customer and Provider shall attempt in good faith, faith to negotiate a resolution of any billing dispute any invoice issued hereunder by described in Section 3(G) within thirty (30) days from the receipt of the written notice by Provider. If the resolution of any such dispute delivered is that Customer owes a payment of any amount to Provider or that Customer’s payment was in excess of the actual amount due, the Party that owes such payment or that received the excess payment, as applicable, shall pay such amount due or amount in excess to the other Party prior to Party, plus interest accruing at the Interest Rate from the date payment that is due on thirty (30) days following the disputed invoice listing all disputed items and providing a description date of Provider’s invoice. If any such dispute is not resolved within such thirty (30)-day period, the dispute may be resolved in accordance with Section 7. The existence of a dispute (it being agreed that all pursuant to Section 3(G) or otherwise) shall not excuse any Party from any other obligation under this CSA, including Customer’s obligation to pay any undisputed amounts not so disputed shall be timely paid). Each Party shall negotiate such invoice dispute in good faith for the purposes of resolving such disputeand Providers obligation to continue to perform Services hereunder, unless and until this CSA is validly terminated pursuant to this Section 3.

Fees Payment. (a) Recipient shall pay or cause its Group member A. The Licensee agrees to pay to Provider the fees set forth on Schedule 1 with respect to each Service. Notwithstanding the fees set forth on Schedule 1, in the event that the Provider determines that Licensor as a different fee for a Service is required such use, the sum of as a result follows: $ 0_ non-refundable deposit, on signing of a change in applicable Law (and results from changes this Agreement. $ 0_ on or developments generally applicable to before _X_. $ 0_ balance on or before _X_. B. Time shall be of the Provider or its Affiliates), then such different fee may be charged essence with respect to such Service starting with payments. Charges for additional time, space, equipment, or services, not contemplated or ascertainable at the billing month time of execution of this Agreement shall be billed at Licensor’s standard rates and shall be payable immediately following upon notification by Licensor that such charges are due. C. All fees and sums due Licensor under the billing month in which terms of this Agreement shall be payable by money order or certified or bank check drawn on a New York bank, or by credit card. Fees are not refundable. In case all charges and fees due Licensor are not paid prior to dates specified, the Provider provides written notice Licensor may, at its sole option, either terminate this Agreement and retain all sums previously paid to Licensor, or, without recourse by Licensee, elect to continue this Agreement and deduct such fees and charges due hereunder, or any part thereof, out of the receipts, if any, from the sale of tickets or subscriptions to the Recipient of such change if provided no later than two (2) weeks prior Event. Said receipts are hereby assigned by the Licensee to the first day Licensor to the extent of such billing monththe amount of any charges due by Licensee under this Agreement, andand which may at any time remain unpaid to Licensor. D. Nothing above shall constitute a waiver of any right that Licensor has to terminate this Agreement hereafter for Licensee’s failure to pay what is due or for any other reason, otherwise, on or require the next succeeding billing monthLicensor to furnish possession or the use of the Premises until all payments have been made as described above. In additionIf each and every one of the above payments have not been made by Licensee to Licensor, the Recipient will also be responsible for payment of all Covered Taxes applicable Licensor may, without further notice, terminate the Event or any further performance by Licensee, or refuse admission to the fees paid Premises until such payments have been made. When Licensor elects to continue the Provider hereunder for the Services and Event although all payments may not have been completed, this shall not constitute a waiver of any Third Party costs and expenses and other out-of-pocket costs and expenses that the Provider incurred in providing the Services in accordance with the terms hereof. (b) The Provider shall provide the Recipient with invoices on a monthly basis for the applicable Services rendered by the Provider (sums due, or a member of its Group) during the preceding calendar month. Such invoices shall be paid by the Recipient within thirty (30) days of the date thereof. Amounts invoiced that remain unpaid after thirty (30) days will bear interestsuch are due, accruing daily and being calculated and payable monthly upon any further default in arrears payment by the Licensee, the Licensor shall retain any money already paid without liability on the last day of each and every monthits part, at the lesser of ten percent (10%) per annum and the maximum rate allowed by applicable Law. Each Party may, in good faith, dispute any invoice issued hereunder by written notice of such dispute delivered Licensee shall be and remain liable to the other Party prior Licensor for any balance remaining to the date payment is due on the disputed invoice listing all disputed items and providing a description of the dispute (it being agreed that all amounts not so disputed shall be timely paid). Each Party shall negotiate such invoice dispute in good faith for the purposes of resolving such disputepaid as specified herein.

Fees Payment. 9.1 You agree to pay: (ai) Recipient shall when due, all amounts set forth in the applicable Order Form or online order for all Veryon Licensed Service, and (ii) at the time of renewal, the applicable subscription fees for any renewed Veryon subscription. Veryon’s fees (including as set forth online and in any Order Form, renewal form, or invoice) do not include any taxes, levies, duties or similar governmental assessment of any nature, including value-added, sales, use, excise, or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If Veryon has the legal obligation to pay or cause collect Taxes for which Customer is responsible under this Section, Customer will indemnify and hold Veryon harmless from and against any such Taxes, including promptly paying such Taxes as invoiced to Customer. Customer may provide Veryon with a valid tax exemption certificate authorized by the appropriate taxing authority. Veryon is responsible for taxes assessable against it based on its Group member income, property and employees. All payments are non-refundable and Xxxxxx’s property. Veryon reserves the right to pay change prices without notice. 9.2 All prepaid licenses are subject to Provider the fees Xxxxxx’s other published policies as set forth on Schedule 1 with respect Xxxxxx’s Websites xxx.xxxxxx.xxx/xxxxxx, including policies on additional charges that will apply, for example, to each Service. Notwithstanding the fees set forth on Schedule 1expedite shipping, in the event that the Provider determines that a different fee for a Service is required as a result of a change in applicable Law (and results from changes or developments generally applicable to the Provider or its Affiliates)late payment charges, then such different fee may be charged with respect to such Service starting with the billing month immediately following the billing month in which the Provider provides written notice to the Recipient of such change if provided no later than two (2) weeks prior to the first day of such billing month, and, otherwise, on the next succeeding billing month. In addition, the Recipient will also be responsible for payment of all Covered Taxes applicable to the fees paid to the Provider hereunder for the Services and any Third Party costs and expenses and other out-of-pocket costs and expenses that the Provider incurred in providing the Services in accordance with the terms hereofmatters as published from time to time on Xxxxxx’s Websites. (b) The Provider shall provide the Recipient with invoices on a monthly basis for the applicable Services rendered by the Provider (or a member of its Group) during the preceding calendar month. Such invoices shall be paid by the Recipient within thirty (30) days of the date thereof. Amounts invoiced that remain unpaid after thirty (30) days 9.3 Unless otherwise specified, undisputed overdue amounts will bear interest, accruing daily and being calculated and payable monthly in arrears on the last day of each and every month, accrue interest at the lesser of ten percent (10%) 1.5% per annum and month or the maximum highest rate allowed by applicable Lawlaw. Each Party may, You may withhold payment for fees that You reasonably and in good faithfaith dispute as owing, but You must pay any undisputed fees. You must notify Veryon in writing of any such disputed fees within 15 days of the invoice date and provide Veryon with written details about why You dispute the invoice, otherwise You waive such dispute and such charge will be final and not subject to challenge. After Xxxxxx receives notice of the dispute, Xxxxxx will work with You in good faith to resolve the dispute. If any invoice issued hereunder by undisputed payment is overdue, Veryon may suspend Your account access until such amounts are paid in full, and if payment is not made within fifteen (15) days of written notice of such dispute delivered late payment, Veryon may terminate Your account, access to the other Party prior Veryon Licensed Service and Software and Content, and/or this XXXX, including access to subscription-based online services. If You fail to make any payment as set forth herein, You will pay all reasonable expenses (including collection and attorneys’ fees) incurred by Xxxxxx in collecting such charges. 9.4 If You have provided Veryon with Your payment information (including credit card, debit card or bank account information), You authorize Veryon to charge Your payment method for the date fees due for Your use of Veryon Licensed Services. Veryon may provide Your payment information and related personal data to third parties for payment processing and fraud prevention purposes. You will provide Veryon with valid, current payment information. Veryon may seek pre-authorization of Your credit card or debit card account to verify that the card is valid and has the necessary funds or credit available to cover Your payment. If a payment is due on the disputed invoice listing all disputed items and providing not successfully settled for any reason, You remain responsible for any uncollected amounts. You may edit Your payment information at any time in Your account settings, by calling Veryon Customer Support at U.S. & Canada: 800-227-4610 Worldwide: (+1) 415-330- 9500, or by sending an e-mail to xxxxxxx@Xxxxxx.xxx or a description written Notice to Veryon as set forth in Section 15 (“Notices”) below. A minimum order of the dispute (it being agreed that all amounts not so disputed shall $25 is required. There will be timely paid). Each Party shall negotiate such invoice dispute in good faith a $25 fee for the purposes of resolving such disputeany returned checks.

Fees Payment. (a) Recipient ZD shall pay or cause its Group member to pay to Provider Buyer in exchange for the fees set forth Services, the cost, both out- of-pocket and an allocable portion (based on Schedule 1 with respect to each Service. Notwithstanding the fees set forth on Schedule 1, allocation method described in the event following sentence) of overhead of such Services (collectively, the "Usage Fees"), plus an annual payment of $5 million (such annual payment the "Annual Fee"). The allocation method will be specified in Schedule 2 but revised from time to time so as to not be any less favorable than the allocation method used to charge Buyer's Publications for such Services. Buyer shall provide to ZD all benefits of Buyer's third party arrangements such that the Provider determines that a different fee for a Service is required out of pocket costs charged to ZD shall be the same per unit (or other comparable metric) amounts as a result of a change in applicable Law (and results from changes or developments generally those applicable to the Provider or its Affiliates), then such different fee may be charged with respect to such Service starting with the billing month immediately following the billing month in which the Provider provides written notice to the Recipient of such change if provided no later than two (2) weeks prior to the first day of such billing month, and, otherwise, on the next succeeding billing month. In addition, the Recipient will also be responsible for payment of all Covered Taxes applicable to the fees paid to the Provider hereunder for the Services and any Third Party costs and expenses and other out-of-pocket costs and expenses that the Provider incurred in providing the Services in accordance with the terms hereofBuyer Publications. (b) The Provider amounts payable for Services under this Agreement do not include any amounts for sales, use or similar taxes. If any such taxes are found at any time to be required to be paid, they will be added to the amounts payable by ZD pursuant to this Agreement. (c) Buyer shall provide the Recipient with invoices on send an itemized monthly invoice, in a monthly basis format mutually agreed to by Buyer and ZD, to ZD for the applicable Usage Fees resulting from Services rendered provided by the Provider (or a member of its Group) Buyer during the preceding calendar previous month and for one-twelfth of the Annual Fee for the ensuing month. Such invoices shall be paid Payment terms are net cash payable in full by ZD within the Recipient within later of thirty (30) days after receipt of the date thereof. Amounts invoiced that remain unpaid after thirty invoice or forty-five (3045) days after the end of such previous month (the "Payment Due Date"). A late charge will bear interestbe charged each month for any payments received by Buyer later than this Payment Due Date, accruing daily and being calculated and payable monthly in arrears on the last day of each and every month, at the lesser of ten percent (10%) per annum and the maximum rate allowed by applicable Law. Each Party may, except for payments which ZD disputes in good faith. The late charge will be determined by multiplying the outstanding balance by X/12 where (X) is the prime rate announced from time to time by the Bank of New York. (d) ZD shall have the right, dispute on at least ten (10) days prior notice to Buyer, to examine or appoint an independent certified public accountant, who shall agree to hold all information confidential except in connection with any invoice issued hereunder claim for ZD reimbursement hereunder, to examine and audit, at its own expense, not more than twice each calendar year, during normal business hours and for a reasonable duration, the relevant records of Buyer relating to calculation of the Usage Fees. If such audit uncovers an overpayment by written notice ZD, Buyer shall promptly reimburse ZD in the amount of such dispute delivered to overpayment and if the other Party prior to the date payment overpayment is due on the disputed invoice listing all disputed items and providing a description five percent (5%) or greater of the dispute (it being agreed amount that all amounts not so disputed should properly have been charge for such period, Buyer shall be timely paid). Each Party shall negotiate such invoice dispute in good faith also promptly reimburse ZD for the purposes reasonable costs of resolving such disputeaudit actually incurred by ZD.

Fees Payment. (a) Recipient shall Seller will pay or cause its Group member to pay to Provider the fees set forth on Schedule 1 with respect to each Service. Notwithstanding the fees set forth on Schedule 1, in the event that the Provider determines that a different Purchaser an annual fee for a Service is required as a result of a change in applicable Law (and results from changes or developments generally applicable to the Provider or its Affiliates), then such different fee may be charged with respect to such Service starting with the billing month immediately following the billing month in which the Provider provides written notice to the Recipient of such change if provided no later than two (2) weeks prior to the first day of such billing month, and, otherwise, on the next succeeding billing month. In addition, the Recipient will also be responsible for payment of all Covered Taxes applicable to the fees paid to the Provider hereunder $2,000 for the Services use of the Control Room plus an additional fee equal to 5% of Purchaser's reasonable general and any Third Party costs and capital maintenance costs, utilities charges, janitorial expenses and other out-of-pocket costs and direct operating expenses that of the Provider incurred in providing the Services in accordance Control Room ("Seller's Costs"). Seller shall not be required to reimburse Purchaser for its proportionate share of any individual capital maintenance expense associated with the terms hereofFormaldehyde Control Room, which expense exceeds in the aggregate $50,000, unless Purchaser shall have obtained Seller's prior approval of such expense, which approval shall not unreasonably be withheld. (b) The Provider Purchaser shall provide invoice Seller for Seller's Costs at the Recipient with end of each fiscal quarter during the Term as follows: (i) invoices shall include only amounts actually paid or incurred as of such date by Purchaser, (ii) invoices shall include reasonably appropriate supporting documentation, and (iii) the amount shown as due on a monthly basis for such invoices shall be calculated pursuant to the applicable Services rendered terms of this Section 4. (c) If, within 10 days after Seller's receipt of an invoice, Seller disputes, in good faith, the amount of such invoice and the parties have not agreed on the amount of Seller's Costs, the amount in dispute shall be finally and conclusively determined by an independent auditing firm (the Provider ("Auditor") selected by Purchaser and Seller, which firm will not be the regular auditing firm of Purchaser or a member Seller. Promptly, but not later than 15 days after its acceptance of its Groupappointment, the Auditor will determine (based solely on presentations by Seller and Purchaser and not by independent review) during only that amount of Seller's Costs in dispute and will render a report as to the preceding calendar monthdisputed amount and the resulting determination of Seller's Costs, which report will be conclusive and binding upon the parties. Such invoices The fees, costs and expenses of the Auditor in conducting such review shall be paid by the Recipient within thirty party in error. (30d) Within 10 days after (i) the invoice date with respect to undisputed amounts of Seller's Costs, and (ii) the date thereof. Amounts invoiced that remain unpaid after thirty (30) days will bear intereston which the parties agree upon the amount of Seller's Costs or the Auditor has determined such amount with respect to disputed amounts of Seller's Costs, accruing daily and being calculated and payable monthly in arrears on Seller shall pay the last day undisputed, agreed upon or determined amount of each and every month, at the lesser of ten percent (10%) per annum and the maximum rate allowed by applicable Law. Each Party maySeller's Costs to Purchaser, in good faithcash, dispute any invoice issued hereunder by written notice bank wire transfer of such dispute delivered immediately available funds to the other Party prior to the date payment is due on the disputed invoice listing all disputed items and providing a description of the dispute (it being agreed that all amounts not so disputed shall be timely paid). Each Party shall negotiate such invoice dispute an account designated in good faith for the purposes of resolving such disputewriting by Purchaser.

Fees Payment. (a) Recipient ZD shall pay or cause its Group member to pay to Provider Publishing in exchange for the fees set forth on Schedule 1 with respect to each Service. Notwithstanding the fees set forth on Schedule 1, in the event that the Provider determines that a different fee for a Service is required as a result of a change in applicable Law (and results from changes or developments generally applicable to the Provider or its Affiliates), then such different fee may be charged with respect to such Service starting with the billing month immediately following the billing month in which the Provider provides written notice to the Recipient of such change if provided no later than two (2) weeks prior to the first day of such billing month, and, otherwise, on the next succeeding billing month. In additionServices, the Recipient will also be responsible for payment of all Covered Taxes applicable to the fees paid to the Provider hereunder for the Services and any Third Party costs and expenses and other out-of-pocket costs and expenses of such Services (the "Usage Fees"). The parties acknowledge that the Provider incurred in providing Usage Fees shall not include any allocated charges (i.e. no internal costs will be included). Publishing shall provide to ZD all benefits of Publishing's third party arrangements such that the Services in accordance with out-of-pocket costs charged to ZD shall be the terms hereofsame per unit (or other comparable metric) amounts as those applicable to the Covered Publications. (b) The Provider amounts payable for Services under this Agreement do not include any amounts for sales, use or similar taxes. If any such taxes are found at any time to be required to be paid, they will be added to the amounts payable by ZD pursuant to this Agreement. (c) Publishing shall provide the Recipient with invoices on send an itemized monthly invoice, in a monthly basis format mutually agreed to by Publishing and ZD, to ZD for the applicable Usage Fees resulting from Services rendered provided by the Provider (or a member of its Group) Publisher during the preceding calendar previous month. Such invoices shall be paid Payment terms are net cash payable in full by ZD within the Recipient within later of thirty (30) days after receipt of the date thereof. Amounts invoiced that remain unpaid after thirty invoice or forty-five (3045) days after the end of such previous month (the "Payment Due Date"). A late charge will bear interestbe charged each month for any payments received by Publishing later than this Payment Due Date, accruing daily and being calculated and payable monthly in arrears on the last day of each and every month, at the lesser of ten percent (10%) per annum and the maximum rate allowed by applicable Law. Each Party may, except for payments which ZD disputes in good faith. The late charge will be determined by multiplying the outstanding balance by X/12 where (X) is the prime rate announced from time to time by the Bank of New York. (d) ZD shall have the right, dispute on at least ten (10) days prior notice to Publishing, to examine or appoint an independent certified public accountant, who shall agree to hold all information confidential except in connection with any invoice issued hereunder claim for ZD reimbursement hereunder, to examine and audit, at its own expense, not more than twice each calendar year, during normal business hours and for a reasonable duration, the relevant records of Publishing relating to calculation of the Usage Fees. If such audit uncovers an overpayment by written notice ZD, Publishing shall promptly reimburse ZD in the amount of such dispute delivered to overpayment and if the other Party prior to the date payment overpayment is due on the disputed invoice listing all disputed items and providing a description five percent (5%) or greater of the dispute (it being agreed amount that all amounts not so disputed should properly have been charge for such period, Publishing shall be timely paid). Each Party shall negotiate such invoice dispute in good faith also promptly reimburse ZD for the purposes reasonable costs of resolving such disputeaudit actually incurred by ZD.

Fees Payment. (a) Recipient a. The Client shall pay or cause its Group member to pay to Provider the fees set forth on Schedule Initial Term Payment (the “Initial Term Payment”) and Ongoing Rental Payments (the “Rental Fees”) as outlined in Section 1 with respect to each Service. Notwithstanding the fees set forth on Schedule 1, in the event that the Provider determines that a different fee for a Service is required as a result of a change in applicable Law (and results from changes or developments generally applicable this agreement to the Provider or its Affiliates), then such different fee may be charged with respect to such Service starting with the billing month immediately following the billing month in which the Provider provides written notice to the Recipient of such change if provided no later than two (2) weeks prior to the first day of such billing month, and, otherwise, on the next succeeding billing month. In addition, the Recipient will also be responsible for payment of all Covered Taxes applicable to the fees paid to the Provider hereunder for the Services and any Third Party costs and expenses and other out-of-pocket costs and expenses that the Provider incurred in providing the Services Rental Company in accordance with the terms hereofprovisions of this Section. Rental Fees are charged based on the time that the Rental Items are out of the possession of the Rental Company, regardless of whether the Rental Items are used by the Client. Minimum 28-day term. No refunds will be provided to the Client for any unused Rental Items in their procession. b. For all projects A non-refundable deposit (bthe “Deposit”) The Provider shall provide the Recipient with invoices on a monthly basis for the applicable Services rendered be payable by the Provider (Client to the Rental Company upon the execution of this Agreement, or a member within two weeks of its Group) during the preceding calendar monthproposed staging installation date, whichever is sooner. Such invoices The Deposit is intended to cover but not limited to inventory sourcing and project preparation. c. The Client agrees to pay the Rental Fees to the Rental Company in accordance with the following schedule: i. The Client shall pay to the Rental Company the Deposit upon the execution of this Agreement, and the Deposit shall be non-refundable in all circumstances. ii. The balance of the Initial Term Payment shall be paid by the Recipient within thirty (30) days Client to the Rental Company in full on the day of installation. Full Credit card pre-authorization for the remaining balance will be processed up to 48 hours prior to installation. The Rental Company may reschedule or not provide the Rental Items or services if pre-authorization cannot be processed in advance of the date thereofinstallation date. Amounts invoiced that remain unpaid after thirty Initial Term Payments are non-refundable. iii. Upon conclusion of the Initial Term and/or any fixed-term contracts, unless Notice has been provided by the Client or their agent/s, Ongoing Rental Payments (30the “Ongoing Rental”) days as outlined in Section 1 of this agreement, will bear interest, accruing daily and being calculated and payable monthly in arrears automatically commence on the last first day of each and every month, at the lesser of ten percent next 28-day Rental Cycle. Ongoing Rental Fees will be processed on the Credit Card provided. iv. The Rental Company will issue a final invoice (10%the “Final Invoice”) per annum and the maximum rate allowed by applicable Law. Each Party may, in good faith, dispute any invoice issued hereunder by written notice of such dispute delivered to the Client following the receipt of Notice setting out any final charges payable by the Client to the Rental Company for the Rental Items and services provided by the Rental Company. The Final Invoice will be charged directly to the Client’s credit card. d. Unless otherwise agreed to by the Rental Company, all amounts payable by the Client to the Rental Company must be made in the form of cash, cheque, credit or debit payment. The Rental Company requires a valid Credit Card to be held on file for all staging projects. In providing Credit Card authority the Client agrees that the Rental Company can debit all fees and charges payable and due in accordance with the Terms of this agreement. e. Tax is applicable to all charges issued by the Rental Company. The Client shall be responsible for all provincial sales tax (PST), goods and services tax (GST), duties and charges of any kind imposed on any federal, provincial, territorial or local government entity on the Maintenance Fee, the Rental Fees, Cancellation Fees, Late Charges and any other Party amounts payable by the Client to the Rental Company. f. Any late payments are subject to a [2% monthly late charge] of the current outstanding balance. If any portion of the Rental Fees are not paid to the Rental Company within the timeframe stipulated by this Agreement, all amounts payable by the Client to the Rental Company shall become immediately due and payable. The Client may not withhold payment of any amount because of any set-off of any claim or dispute with the Rental Company. Late charges will apply to all payment types, including returned cheques. In addition to a late charge, an administration Fee of $40 will be applied to all returned cheques. g. Should payment not be received within 30 days, the Rental Company reserves the right to arrange removal of the rental items and to pursue full payment for all outstanding invoices. h. NET 30 EOM PAYMENT TERMS (QUALIFIED CORPORATE ACCOUNTS ONLY). i. The Rental Company offers NET 30 EOM payment options to qualitied corporations. A formal request and Credit application submission is required from all corporations, prior to payment term approval. ii. Corporations who have been approved for Net 30 EOM Payment Terms are required to provide full payment of all invoices 30 days after the date payment is due on the disputed invoice listing all disputed items and providing a description end of the dispute (it being agreed that all amounts not so disputed shall be timely paid)month in which the invoice is received. iii. Each Party shall negotiate such invoice dispute in good faith for the purposes of resolving such disputeAll other payment terms and conditions apply to qualified corporate accounts.