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C) PRYME INFIL Live-User Agreement Infil by the end of the grace period, Pryme Infil may suspend, lock, or restrict User access to the App and services in its sole discretion until payment is made. If payment is not made within thirty (30) days of Customer's receipt of an invoice, this Agreement Pryme Infil may terminate this Agreement immediately subject to the provisions of Section 7,below. (b) True-_Up. The User Fees are calculated based on the number of users onboarded on the Commencement Date. If at any point during the Term, the Customer increases its Users such that the number of Users is beyond those initially onboarded, the User Fees for the next Term year shall be adjusted and likewise Customer shall be required to pay a pro rates portion of the User Fee from the prior year calculated from the date when the increase occurred in said prior year. For example, if in September of Year 2 of the Term, the Customer's Users increase from 24 to 30, then the invoice generated for Year 3 shall include the new adjusted User Fee for Year 3, and shall also include charges for the difference in the User Fees in Year 2 based on the change,prorated for the four months in Year 2 that the Users exceeded the original number of users. A true-up of Customer Users shall be performed at the end of each year of the Term and the change in User Fees, if any, shall be included in the next annual invoice for payment. Pryme Infil shall include sufficient detail in the invoice to support its calculation of Users and User Fees. Customer attests that it has read and understands this section, agrees to the adjustment of User Fees if applicable,and further agrees to payment of prorated fees for prior years as set forth herein. Initials Required: (c) Capped Annual Technology Increase. Potentially commencing in Year 2 and each year thereafter this initial Agreement, the User Fee may be proportionately increased to account for increases in the cost of technology associated with the Application;provided,however that Pryme Infil will have the right to adjust the User Fee by no more than five percent(5%)of the total amount paid by Customer to Pryme Infil in the previous year. Such totals shall not be based any discounted pricing; but rather the true total amount. Any increase imposed pursuant to this section shall be reflected on the invoice for the year in which the increase will occur—pursuant to the terms of Section 6(a). NOTE: This may not include the implementation of new features. (d) Renewal. The parties agree that at the expiry of this initial Live-User Agreement or any subsequent renewed term,this Agreement may be renewed,with the same terms and conditions as documented and agreed upon herein(excluding price), for a further term of one (1) calendar year, and each sequential year following. If either party intends to renew the Agreement,a form written notice shall be provided by the party at least 30 days prior to the renewal date (e.g. quote, invoice, email, etc.). If the Customer or Pryme Infil requires a new Agreement with new terms and conditions, a new Agreement shall be drafted, reviewed by both parties, and mutually agreed upon prior to its implementation. 7. Term and Termination. The term of this Agreement shall begin on the Commencement Date and will continue in effect for the Term (one (1) calendar year from Commencement Date);provided that prior to any anniversary of the Commencement Date during the Term, Customer may provide thirty(30)days' prior written notice of its intent to terminate this Agreement before the next year of the Terms begins (pertaining to a multi-year term or renewal). If Customer gives timely notice of termination as set forth in the sentence above, Customer will 4