Vertex Cloud Services Fees and Payments to Tax Authorities Sample Clauses

Vertex Cloud Services Fees and Payments to Tax Authorities a. In consideration of Vertex’s provision of Vertex Cloud Services, You will pay Vertex the fees for the Vertex Cloud Services (“Vertex Cloud Services Fees”) and other charges at the rates and on the terms set forth on the Cloud Services Order. You will be billed and pay the Vertex Cloud Services Fees according to the payment schedule and method set forth on the Cloud Services Order. Unless otherwise set forth on the Cloud Services Order, Your Vertex Cloud Services Fees are based on a revenue metric, which shall be total annual revenue of You and Your Affiliates (“Total Annual Revenue”). Your Vertex Cloud Services Fees will be contingent upon You not exceeding the Total Annual Revenue stated on the Cloud Services Order. If You exceed stated Total Annual Revenue as a result of Organic Growth, which is defined as the natural growth of Your revenue from normal business operations, during an Initial Term or any Renewal Term, Your Renewal Term Cloud Services Fees will be based on the new Total Annual Revenue metric. However, if You exceed stated Total Annual Revenue at any time during an Initial Term or any Renewal Term as a result of Inorganic Growth, which is defined as growth of Your revenue resulting from acquisition, merger, takeover, or amalgamation, Vertex may at its discretion charge the difference between the fees for each new Total Annual Revenue metric and the fees for the prior Total Annual Revenue metric, and adjust Cloud Services Fees for the remainder of the term. Fees for subsequent Renewal Terms will be based upon each new Total Annual Revenue metric. If Your address, as specified by You in the Vertex Cloud Portal, is in Canada, the Vertex Cloud Services Fees will be stated in United States dollars and will be charged in Canadian dollars converted at the exchange rate available to Vertex on the invoice date.
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