Agmt19 CORE Business Technologies

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outside of normal enhancements and upgrades that are normally made available to other subscribers of the service as a normal course of business, and Customer consents and agrees to their use, the iPayment Enterprise Subscription License and CORE ASP fees for those said modules will be additionally charged on a pro -rated basis calculated to the Expiration Date (as defined in Section 2.h. of Attachment D) and shall be paid monthly starting in the month of their use and shall end with the Expiration Date. After the Initial Agreement Term, CORE may change the fees upon mutual agreement of the parties one time per year at the beginning of the new contract year. Any increase in fees shall not increase more than five percent (5%) over the prior year's rates. The Licensed Program and Services supplied by CORE shall be billable in accordance with Attachment B unless otherwise specified in an amendment to this Agreement. 4.3. Interest. CORE shall have the right to charge Customer a monthly interest fee of 1.5% (18% annually) for all undisputed invoices which are over sixty (60) days past due. 4.4. Taxes. The fees and charges specified in this agreement are exclusive of any federal, state, or local excise, sales, use, and similar taxes assessed or imposed with respect to the service and support provided hereunder. Customer shall pay any such amounts upon request of CORE accompanied by evidence of imposition of such taxes or provide evidence of tax exemption status acceptable to the taxing authority. 5. INDEPENDENT CONTRACTOR The parties agree that CORE is an independent contractor and will in no way be considered to be an agent, partner, or employee of, orjoint venture with, the Customer. Neither CORE nor its employees, agents, affiliates, or subcontractors will be entitled to any benefits, coverage, or other privileges made available to the Customer's employees. 6. SUBCONTRACTING CORE will not subcontract any portion of the Services without prior written approval of Customer. If CORE subcontracts any of the Services, CORE will be fully responsible to Customer for the acts and omissions of CORE's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as CORE is for the acts and omissions of persons directly employed by CORE. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of CORE and Customer. 7. INSURANCE 7.1. CORE shall procure and maintain in full force and effect during the term of this Agreement the following insurance coverage: Workers' Compensation and Employers Liability Insurance: Statutory coverage as required by federal, state, and county laws and regulations. Comprehensive General Liability Insurance: Liability limits of not less than One Million Dollars ($1,000,000.00) per occurrence for claims arising out of bodily injuries or death, and property damages, subject to a minimum limit of Three Million Dollars ($3,000,000.00) aggregate. Such insurance shall include contractual liability insurance. Comprehensive Business Automobile Liability Insurance: Liability limits of not less than One Million Dollars ($1,000,000.00) per occurrence for all claims arising out of bodily injuries or death and Page 3 of 8 ATTY/AGR/2019.118.1/CHERRYROAD ERP IMPLEMENTATION SERVICES - COREBT SOFTWARE LICENSE AGR REV: 05-28-19 PR