a. All amounts payable by you to Testberg for the Managed Services fees shall be paid by means agreed to in the Order Form, except for amounts disputed in good faith, in which case you will provide notice and details of the dispute prior to the invoice due date. Should your invoices remain unpaid, Testberg will have the right to suspend performance until you comply with your payment obligations, and Testberg will not be deemed to be in breach of this Agreement. If you have signed up for, used, accessed, received, or elected to receive (or at any time during the Term signs up for, uses, accesses, received, or elects to receive) any additional services (other than Managed Services) or additional content, features, tools, or functionality on or through the Platform or the Site (other than those provided as part of the Managed Services), you acknowledge and agree that such additional services, content, features, tools, or functionality may be governed by separate terms and conditions, and you agree to pay any and all applicable fees in accordance with such terms and conditions, the terms of use and/or the applicable Order Forms.

b. Expenses. You shall reimburse Testberg for all reasonable out-of-pocket expenses approved by you in writing (email is sufficient) and actually incurred by Testberg in performing the Managed Services.

c. Taxes. All fees and other amounts paid under this Agreement do not include any taxes, duties or charges of any kind (including withholding, sales, use, property, excise, or value added taxes) imposed by any foreign, federal, state, or local governmental entity for deliverables or services provided under this Agreement. When Testberg has the legal obligation to collect such taxes, the appropriate amount shall be due upon invoice unless you provide Testberg with a valid tax exemption certificate authorized by the appropriate taxing authority.