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SECTION FOUR TERMS OF PAYMENT a. Licensee will pay JDI a Compliance Record Credit of $10.00 per Active Compliance Record for each period of 365 days the Compliance Record is active. b. An Active Compliance Record is defined as a unique combination of an Insured with a Risk Profile where the compliance process has been activated. c. The Compliance Record Credit will apply to all actions (automated or otherwise) and document uploads for a period of 365 days from the date the Compliance Record was activated. d. If the Compliance Record remains active 366 days from the date it was activated, a cost of $10.00 will be applied that will cover the next 365 days of activity. This process will repeat as long as the Compliance Record remains active. Licensee will pay JDI $10 each for 900 Compliance Record Credits upon execution of this agreement. These credits will be applied as the Licensee creates active Compliance Records. f. Licensee will pay JDi $750 for onboarding for the first year of this License Agreement. g. Licensee will be invoiced monthly. The invoice will show the number of credits remaining. No additional fees will be due until the prepaid credits listed in section 4e have been exhausted. h. Unless otherwise stated, all prices are exclusive of state and local use, sale, and similar taxes. Any applicable taxes will be paid by Licensee. Taxes will appear as separate additional items on JDI's invoices unless Licensee provides JDI with a valid tax exemption certificate acceptable to the taxing authorities. i. Licensee will be provided with unlimited user licenses during the duration of this agreement. j. The compensation approved for the term of this Agreement will not exceed twelve thousand ($12,000.00) dollars, SECTION FIVE PROPRIETARY RIGHTS WARRANTY AND INDEMNITY JDI shall defend or settle, at its own expense, any claim, cause of action or proceeding brought against Licensee that is based on a claim that the use of the Software infringes or violates any patent, copyright, trade secret or other proprietary right. JDI shall indemnify and hold Licensee harmless against all damages, judgments, and attorneys' fees arising out of the foregoing, provided that Licensee gives JDI prompt written notice of such claim.