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(a) Suspension. Notwithstanding anything to the contrary in the Agreement, DebtBook may
<br />temporarily suspend Customer's and any Authorized User's access to any or all of the Services If: (1) Customer
<br />is more than 45 days late in making any payment due under, and in accordance with, the terms of the
<br />Agreement, (2) DebtBook reasonably determines that (A) there is a threat or attack on any of the DebtBook IP;
<br />(B) Customer's or any Authorized User's use of the DebtBook IP disrupts or poses a security risk to the DebtBook
<br />IP or to any other customer or vendor of DebtBook; (C) Customer, or any Authorized User, is using the DebtBook
<br />IP for fraudulent or other illegal activities; or (D) DebtBook's provision of the Services to Customer or any
<br />Authorized User is prohibited by applicable law; or (3) any vendor of DebtBook has suspended or terminated
<br />DebtBook's access to or use of any third -party services or products required to enable Customer to access the
<br />Services (any such suspension, a "SeMOe Suspension"). DebtBook will use commercially reasonable efforts to
<br />(1) provide written notice of any Service Suspension to Customer, (ii) provide updates regarding resumption of
<br />access to the Services, and (iii) resume providing access to the Services as soon as reasonably possible after
<br />the event giving rise to the Service Suspension is cured. DebtBook Is not liable for any damage, losses, or any
<br />other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
<br />(f) Aggregated Statistics. Notwithstanding anything to the contrary in the Agreement, DebtBook
<br />may monitor Customer's use of the Services and collect and compile Aggregated Statistics. As between
<br />DebtBook and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights
<br />therein, belong to and are retained solely by DebtBook. DebtBook may compile Aggregated Statistics based
<br />on Customer Data input into the Services. DebtBook may (1) make Aggregated Statistics publicly available in
<br />compliance with applicable law, and (2) use Aggregated Statistics as permitted under applicable law so long
<br />as, in each case, DebtBook's use of any Aggregated Statistics does not identify the Customer or disclose
<br />Customer's Confidential Information.
<br />3. Service Levels and Support. Subject to the terms and conditions of the Agreement, DebtBook will use
<br />commercially reasonable efforts to make the Application Services and Support Services available in
<br />accordance with the SLA.
<br />4. Fees and Payment.
<br />(a) Fees. Customer will pay DebtBook the fees ("Fees") set forth in the Order Form. DebtBook will
<br />invoice Customer for all Fees in accordance with the invoicing schedule and requirements set forth in the Order
<br />Form. Customer must pay all Fees in US dollars, and all Fees are fully earned once paid. To the extent permitted
<br />by applicable law, if Customer fails to make any payment when due, DebtBook may, without limiting any of its
<br />other rights, charge interest on the past due amount at the lowest of (1) the rate of 1.5% per month, (2) the
<br />rate established in any Customer Term, or (3) the maximum rate permitted under applicable law.
<br />(b) Taxes. All Fees and other amounts payable by Customer under the Agreement are exclusive
<br />of taxes and similar assessments. Unless Customer is exempt from making any such payment under applicable
<br />law or regulation, Customer is responsible for all applicable sales, use, and excise taxes, and any other similar
<br />taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory
<br />authority on any amounts payable by Customer under the Agreement, other than any taxes imposed on
<br />DebtBook's income.
<br />5. Confidential Information.
<br />(a) From time to time during the Term, either party (the "Disclosing Party") may disclose or make
<br />available to the other party (the "Receiving Party") information about the Disclosing Party's business affairs,
<br />products, confidential intellectual property, trade secrets, third -party confidential information, and other
<br />sensitive or proprietary information, whether in written, electronic, or other form or media, that is marked,
<br />designated, or otherwise identified as "confidential", or which a reasonable person would understand to be
<br />confidential or proprietary underthe circumstances (collectively, "Confidential Information"). Forthe avoidance
<br />of doubt, DebtBook's Confidential Information includes the DebtBook IP and the Application Services source
<br />code and specifications. As used in the Agreement, "Confidential Information" expressly excludes any
<br />information that, at the time of disclosure is (1) in the public domain; (2) known to the receiving party at the
<br />time of disclosure; (3) rightfully obtained by the Receiving Party on a non -confidential basis from a third party;
<br />or (4) independently developed by the Receiving Party.
<br />(b) To the extent permitted by applicable law, the Receiving Party will hold the Disclosing Party's
<br />Confidential Information in strict confidence and may not disclose the Disclosing Party's Confidential
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