2.2. Other Restrictions. In addition Provider may, at any time, impose restrictions and/or prohibitions on the Agency's use of
<br />the Services, or certain data or no longer offer certain functionalities or features that may be the result of a modification in
<br />Provider policy, a modification of third -party agreements, a modification in industry standards, a Security Event (defined
<br />below), a change in law or regulation, or the interpretation thereof, and/or an order from a Court, regulator, tribunal or
<br />other authority that has jurisdiction over Agency or Provider. Upon written notification by Provider of such restrictions,
<br />Agency agrees to comply with such restrictions or, in the event that Agency is unable to comply, it shall notify Provider in
<br />writing of its inability to comply within ten (10) days after receipt of Provider's written notification. In that event, either
<br />Party may immediately terminate this Agreement by providing written notice thereof to the other Party without such
<br />termination constituting a breach of this Agreement. Provider shall be Agency's designated preferred provider of such
<br />Services as are mutually agreed to and defined hereunder, related to the handling of Agency's Reports.
<br />2.3. Violation of License Terms and / or Restrictions. Agency agrees that, if Provider determines or reasonably suspects that: (i)
<br />Agency is violating any license terms, restrictions, or other material provision of the Agreement; or (ii) Agency has
<br />experienced a Security Event (as herein defined), Provider may, at its sole option, take immediate action up to and including,
<br />without further obligation or liability of any kind, terminating Agency's account and the license to use the Services.
<br />3. SUPPORT AND MAINTENANCE.
<br />3.1. Ongoing Maintenance. Provider will, from time -to -time issue and/or provide maintenanceincluding bug fixes,
<br />enhancements, new features, or new functionality that are generally made available to customers along with any
<br />corresponding changes to documentation ("Maintenance"). Maintenance does not include work to custom code,
<br />customized configurations, or to unauthorized modifications of the Services. Any Provider assistance beyond standard
<br />Maintenance will be billed at Provider's then current pricing schedule, as agreed upon in advance by the Parties.
<br />Additionally, upon Agency's written notice of new or revised legislation, statutes, or ordinances requiring any Services to
<br />be updated, Provider shall update or modify the Services or particular form consistent with such new regulation within a
<br />reasonable time.
<br />3.2. Support Services. Provider will provide ongoing support services for problems, queries or requests for assistance
<br />("Support") provided that all requests for Support must be made to Provider Monday through Friday from 8:00 AM ET to
<br />8:OOPMETat1-888-949-3835. Provider will also provide limited after hours Support including the ability to leave a message
<br />and receive a call back the following business day or sooner, if critical. In order to provide Support, Agency will provide all
<br />information reasonably required by Provider to identify the issue, including: an Agency point of contact (familiar with the
<br />Services and issue), description of issue, screenshots, the impact, and assist in Provider's efforts to reproduce the problem
<br />(as applicable). Provider will workto resolve problem with reasonable promptness for issues that are application or Services
<br />related (Provider is not responsible for resolving issues caused by Agency hardware). The Agency agrees to provide Provider
<br />with data transfers, as requested, remote access to the Services system, and with sufficient test time on the Agency's
<br />computer system to duplicate the problem, to certify that the problem is with the Services, and to certify that the problem
<br />has been corrected. If the problem cannot readily be resolved, Provider will attempt to identify a work around. Upon
<br />resolution of any issue, Provider shall notify the Agency of such resolution via email. The Parties agree that Provider is not
<br />obligated to ensure that its Services are compatible with outdated (exceeding 4 years from date of initial release) hardware,
<br />computer operating services or database engines.
<br />3.3. On Site Support. In response to written Agency requests for Provider to provide on -site routine non -emergency support,
<br />Provider shall produce a written estimate of the time required to provide the requested support and state any
<br />requirements, such as the presence of Agency staff or other resources or materials. Any on -site support provided by
<br />Provider shall only be Invoiced by Provider or paid by Agency if the problem arose due to something other than a defect in
<br />the Services. The Agency shall reimburse Provider at the rate of two thousand five hundred ($2,500.00) dollars per day for
<br />each Provider employee who provides any on -site support, and such fees will not include any reimbursement for Provider
<br />travel time or travel expenses.
<br />4. FEES.
<br />4.1. Fees due to Provider. Any fees due to Provider for Services hereunder shall be specified in an Order ("Fees"). For any Order
<br />where Fees are specified, Provider will issue an invoice to Agency pursuant to the terms in the Order. Invoices shall be paid
<br />in full by Agency within thirty (30) days from invoice date. Provider may Increase or decrease the Fee following the Initial
<br />Term (as defined in an applicable Order) by providing Agency no less than sixty (60) days written notice prior to the effective
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