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1. TERM

This agreement shall be in effect for a period of one (1) year from the date of its acceptance by Payer, and shall be renewed automatically for successive one year terms thereafter, subject to the right of either party to terminate anytime during the term (initial term or as extended thereafter) by providing the other party written notice of the desire to terminate at least thirty (30) days prior to the intended date of termination.

2. COMPUTER OPERATIONS

Autoagent will provide computer usage of its software and related systems and services to the Payer via access to its website. The computer software will be available 7 days a week, 24 hours a day except during time for scheduled maintenance and interruptions resulting from internet service providers, hosting platforms or through third party cyber-attacks or malware.

3. DATA ACCESS

Upon the approval of your request to connect with any of Autoagent's partner Tax Collectors, Autoagent will provide access to the Tax Collectors' updated property tax data in order to update the Payer's property portfolio with the most up-to-date property tax information made available to Autoagent by the Tax Collector. The Payer understands that the data hosted by Autoagent is a direct extract of data provided to Autoagent from the Tax Collector partners of Autoagent which Tax Collectors are solely responsible for the accuracy of its content. The tax data is provided "as is". Payer agrees that the data and website functionality offered and made available from the Autoagent website shall be used solely for payment purposes of Payer.

4. DATA VALIDITY

Autoagent performs commercially reasonable efforts to validate the data provided by Autoagent partner Tax Collectors in an effort to ensure that the data provided is accurate and error free. The Tax Collectors are responsible to generate and update such data; and its accuracy is based on the Tax Collector's internal controls and performance. Autoagent and Payer agree that all intellectual data property rights associated in relation to information generated from or created during the Term under the terms of this Agreement or accessible to Payer on the Autoagent website together with all software, copyrights, patents, ideas, and inventions associated with any Autoagent software, tools, or website functions as same are modified, enhanced or developed prior to or during the Term of this Agreement or thereafter shall be vested in and be owned by Autoagent. Such Intellectual Property also includes Payer data, usage statistics, experience and results from the use of Autoagent. All rights to access data or benefit from Autoagent supplied data, software, tools, or website functions by Payer shall terminate as of the expiration of this Agreement and may be suspended during any period of nonpayment.

5. FEES SCHEDULE

The data access and payment processing fees are as listed below:

• $.30 US per parcel processed on Autoagent. This is charged when a payment is committed.*
• $.20 US per parcel researched on Autoagent. This is charged at the end of each tax season and waived if a payment was committed through Autoagent to the Agency in a given tax season.*

* denotes a minimum charge of $5.00 US

These fees will be invoiced automatically by Autoagent.

6. PROGRAMMING

Autoagent shall have no access to any computer hardware of the Payer. Autoagent shall employ all necessary professional practices and take all precautions to ensure that the Payer's systems are intact and free of any harm from Autoagent supplied data.

7. PAYMENTS TO TAX COLLECTORS

The Payer agrees to pay the property taxes, committed through Autoagent, directly to each Tax Collector partner of Autoagent without exceptions. Property taxes cannot be paid to the Tax Collector through Autoagent. Payer must process payment through Payer's financial institution. Payment instructions are provided at the completion of the payment commitment process.

8. PAYMENT TO AUTOAGENT

The Payer agrees to pay Autoagent ONLY for the fees associated with the Autoagent service. The Payer shall be liable to pay Autoagent's fees in a timely manner. In case of no payment for any unpaid invoices for more than 30 days Autoagent will automatically assess late fees of 1.5% monthly or $5.00, whichever is greater. In case of unpaid invoices for over 60 days Autoagent will automatically block access of the Payer to the Autoagent system.

9. OWNERSHIP AND LICENSE

All of the software developed and compiled by Autoagent pursuant to this agreement shall be the property of Autoagent. Any company name, logos, contacts, and user accounts that the Payer adds to its Autoagent profile becomes information that can be utilized by Autoagent to optimize the Payer's profile page and to facilitate all communications between interested parties.

10. LIMITATION OF DAMAGES

A. LIMITED LIABILITY OF AUTOAGENT. THE TOTAL LIABILITY OF AUTOAGENT, ITS AFFILIATES AND THIRD-PARTY LICENSORS IN CONNECTION WITH THE AUTOAGENT SERVICES AND WEBSITE FUNCTIONALITY UNDER THIS AGREEMENT OR ANY OTHER MATTER RELATING TO THIS AGREEMENT (WHATEVER THE BASIS FOR THE CAUSE OF ACTION) SHALL NOT EXCEED THE FEE THAT LICENSEE ACTUALLY PAID TO AUTOAGENT.

B. EXCLUSION OF DAMAGES. IN NO EVENT SHALL AUTOAGENT, ITS AFFILIATES OR THIRD-PARTY LICENSORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOST PROFITS, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT AUTOAGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. SEVERABILITY

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

12. PAYER RESPONSIBILITIES

Payer shall (i) be responsible for Payer's compliance with this Agreement, (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Website's data, functionality, or Autoagent software and shall promptly notify Autoagent of any such unauthorized access or use, and (iii) use the Autoagent website and Autoagent supplied information and data only in accordance with these Terms of Use and also in accordance with applicable laws and government regulations. Payer shall not (a) make the Autoagent supplied data or website access available to anyone other than Payer (b) use the Autoagent supplied data or website access to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (c) use the Autoagent supplied data or website access to store or transmit malicious code or facilitate any penetration of Autoagent's firewall and cybernet security programs (d) interfere with or disrupt the integrity or performance of the Autoagent website or downloads or third-party data contained therein, or (e) attempt to gain unauthorized access to the Autoagent website or to download or access the other Autoagent intellectual property or functionality including its related systems or networks for any purposes other than those permitted under this Agreement. Payer shall be solely responsible for assuring that only authorized Payer employees have access to the Autoagent website and the data access and download and upload features and that all uploads from Payer are encrypted, accurate, complete, compatible and otherwise formatted and compliant with Autoagent's specifications and requirements.

13. GOVERNING LAW/EXCLUSIVE FORUM

This Agreement shall be governed by the laws of the State of Florida and Payer agrees to personal and subject matter jurisdiction for resolution of all disputes in the state and federal courts where Autoagent's principal place of business resides which shall be the exclusive forum for all such disputes whether in law, tort or for statutory claims.