|
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 maintenance including 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 /> 8:00 PM ET at 1-888-949-3835. Provider will also provide after-hours Support including the ability to leave a message and
<br /> 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 work to 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.This daily fee includes all Provider travel time and 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
<br /> date of such pricing change. To the extent an interface or other technological development is required (outside of the
<br /> Confidential—Law Enforcement Agreement(Q3.23.V3) Page 2 of 9
<br />
|