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SOFTWARE AS A SERVICE AGREEMENT Master Terms and Conditions F R A C TA Online Version 7. FEES and PAYMENT 7.1 Fracta will invoice Customer annually in advance for SaaS subscriptions ordered by Customer, as shown in any applicable Cover Sheet or Quotation. If Customer orders additional subscriptions during the Term of this Agreement, the first-year subscription fee and first-year term for the additional subscriptions will be prorated to cover the remaining portion of the current year, Invoices are payable net thirty (30) days. 7.2 On each anniversary of the Effective Date during the Initial Term, and upon the commencement of any Renewal Term, Fracta may increase the subscription fees for the coming year by five percent (5%) or by the CPI Adjustment, whichever is lower. The CPI Adjustment means the percentage increase (if any) in the year over year average CPI -U (All Urban Consumers, U.S. City Average) for the prior two years, as reported by the US Bureau of Labor Statistics. 7.3 For any Data Normalization services that are outside the standard scope, or Customer will be billed on a time -and -materials basis. 7.4 All fees quoted to Customer for the provision of the Services by Fracta are exclusive of any sates tax or similar tax or fee. 8. NOTICES, All written notices required by this Agreement must be delivered to the addresses shown on the Cover Sheet or Quotation by overnight courier or certified mail, and wilt be effective upon receipt. Either party may change its address for notices by giving written notice of the change to the other party. 9. OWNERSHIP 9.1 The System. Fracta owns all right, title and interest and all intellectual property rights in the System. Fracta will also own any suggestions, enhancement requests, feedback or recommendations relating to the System that are provided by Utility or User. 9.2 Utility Data. Utility warrants that it either owns all right, title and interest in the Utility Data, or has a license or other legal right to use the Utility Data in the System, including the right to license the use of the Utility Data to Fracta as provided in this Agreement. Fracta Confidential Page 7 of 11 February 7, 2018