PAYABLE FOR THE THEN CURRENT NUMBER OF
ACTIVATED MAILBOXES IN ACCORDANCE WITH THE FEE STRUCTURE AS FURTHER SPECIFIED IN
"ATTACHMENT B - FEES".
NO LATER THAN FIFTEEN (15) DAYS AFTER EACH ASSESSMENT
DATE, LICENSEE SHALL PROVIDE LICENSOR WITH A WRITTEN REPORT (THE "QUARTERLY
REPORT") BY ELECTRONIC MAIL CALCULATING THE AGGREGATE MAINTENANCE SUBSCRIPTION
FEES DUE AND PAYABLE AS OF SUCH ASSESSMENT DATE AND DETAILING: (I) EACH CUSTOMER
WITH ONE OR MORE ACTIVATED MAILBOXES, REPRESENTED AS A LINE ITEM ON AN ANONYMOUS
BASIS; (II) THE NUMBER OF ACTIVATED MAILBOXES FOR EACH SUCH CUSTOMER; (III) THE
NET REVENUE PER ACTIVATED MAILBOX PAYABLE TO LICENSEE FROM EACH SUCH CUSTOMER;
AND (IV) THE MAINTENANCE SUBSCRIPTION FEES DUE AND PAYABLE BY LICENSEE FOR THE
ACTIVATED MAILBOXES OF EACH SUCH CUSTOMER.
LICENSEE SHALL PAY LICENSOR THE
AGGREGATE MAINTENANCE SUBSCRIPTION FEES WITHIN FORTY-FIVE (45) DAYS OF THE DATE
OF THE QUARTERLY REPORT AND IN NO EVENT LATER THAN SIXTY (60) DAYS AFTER EACH
ASSESSMENT DATE.
1.8.3.
CONSULTING FEES:
CONSULTING FEES SHALL BE PAYABLE BY LICENSEE IN
ACCORDANCE WITH THE FEE STRUCTURE SPECIFIED BY MUTUAL AGREEMENT OF THE PARTIES
THEREFOR.
ANY INVOICE ISSUED BY LICENSEE IN CONNECTION THEREWITH SHALL BE DUE
AND PAYABLE BY LICENSEE WITHIN THIRTY (30) DAYS OF THE DATE OF THE INVOICE.
1.8.4.
IN ADDITION TO ALL CHARGES SPECIFIED IN THIS AGREEMENT AND
LICENSOR'S INVOICES, LICENSEE AGREES TO PAY OR REIMBURSE LICENSOR FOR ALL
FEDERAL, STATE OR PROVINCIAL, LOCAL, OR OTHER TAXES, INCLUDING, WITHOUT
LIMITATION, SALES, USE, VALUE ADDED, OR EXCISE TAXES, OR ANY AMOUNTS LEVIED IN
LIEU THEREOF, BASED ON CHARGES SET FORTH IN THIS AGREEMENT OR ANY RELATED
INVOICES, EXCEPT TO THE EXTENT LICENSEE PROVIDES LICENSOR HEREWITH A VALID TAX
EXEMPTION CERTIFICATE.
1.8.5.
ANY FEES OR CHARGES NOT PAID BY LICENSEE WITHIN THE TIME PERIODS
SPECIFIED IN THIS AGREEMENT SHALL BEAR INTEREST AT THE THEN CURRENT PRIME RATE
OF INTEREST OF THE BANK OF MONTREAL PLUS TWO PERCENT ANNUALLY, CALCULATED
MONTHLY ON SUCH OVERDUE BALANCES.
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1.8.6.
LICENSOR RESERVES THE RIGHT TO CHANGE ANY FEES OR CHARGES PAYABLE
HEREUNDER UPON AT LEAST NINETY (90) DAYS' PRIOR WRITTEN NOTICE TO LICENSEE OF
ANY SUCH INCREASE, PROVIDED THAT ANY SUCH INCREASE SHALL NOT AFFECT THE THEN
CURRENT TERM OF THIS AGREEMENT (I.E., THE INITIAL TERM OR RENEWAL TERM, AS THE
CASE MAY BE).
1.8.7.
ALL PRICES QUOTED IN THIS AGREEMENT, INCLUDING "ATTACHMENT B -
FEES", ARE IN US DOLLARS.
1.8.8.
IN ADDITION, FOR THE DURATION OF THE TERM AND IN CONSIDERATION OF
LICENSOR'S GRANT OF THE LICENSES TO LICENSEE PURSUANT TO SUBSECTION 1.2.1,
LICENSEE AGREES TO PROVIDE LICENSOR, AT NO ADDITIONAL CHARGE TO LICENSOR, WITH
UP TO TWO HUNDRED THOUSAND (200,000) MAILBOXES (IF AND WHEN REQUESTED BY
LICENSOR) FOR USE OR RESALE BY LICENSOR, WHERE SUCH MAILBOXES SHALL INCLUDE THE
STANDARD FEATURES SET OUT IN LICENSEE'S HOSTED EMAIL SERVICE PROPOSAL TO
LICENSOR DATED JANUARY 18, 2007, AND THE PROVISION OF WHICH MAILBOXES SHALL BE
GOVERNED BY A SEPARATE AGREEMENT BETWEEN LICENSOR AND LICENSEE, TO BE ATTACHED
HERETO AS "ATTACHMENT D - SERVICE PROVIDER AGREEMENT" .