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*14, <br />}RHOST COMPLIANCE HOST COMPLIANCE, LLC <br />nmvapart of GoRArvicus Short-term Rental Compliance Monitoring and Associated Services <br />HCSA - 5-5-2016 -P <br />Compliance, or except as required by law, including trade secrets, confidential knowledge, data or <br />other proprietary information relating to the Services. "Confidential Information" means all <br />information, written or oral, relating to the business, operations, services, facilities, processes, <br />methodology, technologies, intellectual property, research and development, customers, strategy or <br />other confidential or proprietary materials of Host Compliance. Notwithstanding the foregoing, Host <br />Compliance shall be required to produce any document which is subject to disclosure under Florida <br />Public Records Law. <br />4.0 Fees & Payment. <br />41 fees. <br />4.1.1 Customer will pay Host Compliance for all applicable fees with 50/ of fees due on effective <br />date and 50% due 6 months from effective date. <br />4.1.2 Customer will pay any amounts related to the Services as per payment terms detailed on <br />the applicable invoice. Unless otherwise indicated, all dollar amounts referred to in the <br />Agreement are in U.S. funds. <br />4.1.3 Customer acknowledges that while it may choose to delay the implementation of the <br />Services, this is nota valid reason for withholding payment on any invoices. Furthermore, <br />the Customer will 'not withhold payment:on any invoices for any other reason. <br />4.11.4 Except as expressly provided on Schedule 1, renewal of promotional or one-time priced <br />subscriptions will be at Host Compliance's applicable list price in effect at the time of the <br />applicable renewal. Unless Host Compliance provide Customer notice of different pricing at <br />least 75 days prior to the applicable renewal term, the per unit pricing during any renewal <br />term wIll 'increase by the larger of the 12 -Month Consumer Price Index (not seasonally <br />adjusted), as published by the United States Department of Labor, or five (5) percent. <br />Notwithstanding anything to the contrary, any renewal in which the number of monitored <br />short-term rental listings has increased or decreased from the prior term will result inre <br />pricing at renewal without regard to the prior term's per-unit pricing. <br />4.2 Purchase Orders. If Customer requires the use of a purchase order or purchase order number, <br />Customer (i) must provide the purchase number at the time of purchase and (ii) agrees that any terms <br />and conditions on a Customer purchase order will not apply to this'Agreement or the Services provided <br />hereunder and are null and void. <br />5.0 Term & Termination. <br />5.1 Term. The initial term of this Agreement shall be one year commencing on the Effective Date, which <br />may be renew for a further period of :one year by mutual agreement ofthe parties upon each expiration <br />of the then current term, unless either party provides written notice to the other party of it intention <br />not to renew at least 45 days prior to the end of the then current term. <br />5.2 Termination for Breach: A party may terminate this Agreement for cause upon 45 days written notice <br />to the other party of a material breach if such breach remains uncured at the expiration of such period. <br />www.hostcompliance.com 3 408 St. Peter Street, Suite 600 <br />Tel: (754) 888 -HOST (4678) St. Paul, MN 55102 <br />