INVOICE AND STATEMENT TERMS AND CONDITIONS

1. FEES AND PAYMENT FOR PURCHASED SERVICES

1.1 Fees. You will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form,(i)

fees are based on Services and Content subscriptions purchased and not actual usage, (ii) payment obligations are noncancelable

and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant

subscription term.

1.2 Invoicing and Payment. You will provide Us with valid and updated credit card information, or with a valid

purchase order or alternative document reasonably acceptable to Us. If You provide credit card information to Us, You

authorize Us to charge such credit card for all Purchased Services listed in the Order Form for the initial subscription term

and any renewal subscription term(s) as set forth in Section 12.2 (Term of Purchased Subscriptions). Such charges shall

be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order

Form. If the Order Form specifies that payment will be by a method other than a credit card, We will invoice You in

advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced

charges are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and

contact information to Us and notifying Us of any changes to such information.

1.3 Overdue Charges. If any invoiced amount is not received by Us by the due date, then without limiting Our rights

or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or

the maximum rate permitted by law, whichever is lower, and/or (b) We may condition future subscription renewals and

Order Forms on payment terms shorter than those specified in Section 6.2 (Invoicing and Payment).

1.4 Suspension of Service and Acceleration. If any amount owing by You under this or any other agreement for Our

services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge

to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations

under such agreements so that all such obligations become immediately due and payable, and suspend Our services to

You until such amounts are paid in full. Other than for customers paying by credit card or direct debit whose payment

has been declined, We will give You at least 10 days’ prior notice that Your account is overdue, in accordance with Section

 

13.2 (Manner of Giving Notice) for billing notices, before suspending services to You.

1.5 Payment Disputes. We will not exercise Our rights under Section 1.3 (Overdue Charges) or 1.4 (Suspension of Service

and Acceleration) above if You are disputing the applicable charges reasonably and in good faith and are cooperating

diligently to resolve the dispute.

1.6 Taxes. Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature,

including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever

(collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have

the legal obligation to pay or collect Taxes for which You are responsible under this Section 6.6, We will invoice You and

You will pay that amount unless You provide Us with a valid tax exemption certificate authorized by the appropriate

taxing authority. For clarity, We are solely responsible for taxes assessable against Us based on Our income, property,

 and employees.

1.7 Future Functionality. You agree that Your purchases are not contingent on the delivery of any future functionality or

features, or dependent on any oral or written public comments made by Us regarding future functionality or features.