Payment Terms Addendum

This Payment Terms Addendum (the "Addendum") amends the Cloud Service Agreement between Delivr.ai, Inc. ("Provider") and Customer, made up of the Common Paper Cloud Service Agreement Standard Terms Version 2.1 and the Cover Page and Order Forms that incorporate them (the "Agreement"). It supplements Section 2.2 (Suspension), Section 4 (Payment & Taxes) and Section 12.9 (Notices). Capitalized terms not defined in this Addendum have the meanings given in the Agreement.

Failed Charge Notice

If a charge is declined, returned, or reversed, Provider will notify Customer by email to each Owner and Admin User on Customer's account and to any billing contacts Customer has designated in the Product, and by notification in the Product (a "Failed Charge Notice"). A Failed Charge Notice is written notice under the Agreement, including Section 12.9 (Notices), even if it is not sent to the Notice Address, and is given when sent.

Non-payment

If Customer fails to pay any undisputed amount when due, Provider may, beginning 72 hours after Provider gives written notice of the overdue amount, including a Failed Charge Notice, suspend Customer's record retrieval and delivery (API access, exports, downloads and scheduled deliveries) until all overdue amounts are paid. This right is in addition to Section 2.2 (Suspension), which continues to apply.

While any undisputed amount is overdue, Provider may also limit Customer's usage on each meter to Customer's typical volume, being Customer's median monthly usage on that meter over prior months (subject to a minimum allowance), until all overdue amounts are paid.

Provider will restore suspended access promptly after all overdue amounts are paid.

Effect

Where this Addendum conflicts with the Agreement on the matters above, this Addendum controls. Everything else in the Agreement is unchanged and remains in full force and effect.

Acceptance

This Addendum takes effect when a user with the Owner, Admin or Billing role on Customer's account accepts it in the Product. That user represents that they are authorized to bind Customer to this Addendum. Provider accepts this Addendum by offering it in the Product, and acceptance in the Product is electronic acceptance by each party under Section 12.2 (Modifications, Severability, and Waiver). Provider keeps a record of each acceptance, including the version accepted, the time of acceptance and the user who accepted.