TERMS AND CONDITIONS

(a) Customer shall pay to Datalab Systems the fees set forth in the Quote, and such fees shall be remitted to Datalab Systems in accordance with the payment terms set forth in the applicable Quote. In addition to the fees set forth in the Quote, Datalab Systems may invoice any additional costs and expenses reasonably incurred by Datalab Systems in the performance of the IT Services as incurred. Provided, all fees shall be subject to adjustment by Datalab Systems in its sole discretion effective upon the first day of each renewal Term (defined herein). Datalab Systems will invoice, and Customer shall also reimburse Datalab Systems for, any such additional costs and expenses reasonably incurred by Datalab Systems in the delivery of the IT Services. All payments will be due thirty (30) days from the invoice date commencing on the first calendar month following the execution of this Agreement. Payments will be remitted by Customer, upon receipt of invoice, to Datalab Systems' address set forth herein or as otherwise directed by Datalab Systems. Provided, Customer may withhold payment of any disputed amount until the resolution of such dispute, but Customer shall nevertheless timely remit all other amounts owed under this Agreement at the time of the dispute. Payments of undisputed amounts will be deemed to be delinquent if not in Datalab Systems' possession within thirty (30) days from the invoice date. Disputed amounts, once resolved, shall be remitted by Customer within ten (10) days.

(b) Customer shall be responsible for any applicable sales, use, value added, or other taxes payable with respect to the IT Services or Products provided pursuant to this Agreement, or arising out of or in connection with this Agreement.

(c) Past due amounts will be subject to a services charge equal to the lesser of one and one-half percent (1½%) per month or the highest interest rate permitted by law. Without limiting any other remedy available to Datalab Systems, in the event any amount owed by Customer is more than sixty (60) days past due, Datalab Systems may suspend the IT Services at its sole discretion. Further, in the event any past due amount is placed by Datalab Systems with a third party for collection and/or litigation, Customer shall be responsible for all collection costs, legal fees and court costs incurred by Datalab Systems. Customer agrees to a charge of not less than $40.00 or the highest rate allowed by law for any returned check.

(d) Customer must notify Datalab Systems within fifteen (15) days from the invoice date of any dispute related to any invoiced amount in order to contest the same. Datalab Systems and Customer will work together in good faith to resolve such dispute in a timely manner.