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A TRUE COPY
<br />CERTIFICATION ON LAST PAGE
<br />RYAN L. BUTLER, CLERK
<br />14.2 Warranty by Client. Client represents and warrants that (a) the performance of its obligations and
<br />use of the Software by Client and its Users, including, without limitation, any Administrators or Sub -
<br />Administrators, if any, will not violate any applicable laws or regulations, ESi's rules and regulations or cause
<br />a breach of any agreements with any third parties; (b) it will not interfere with ESi's systems or the use of any
<br />services or systems by other ESi's clients; (c) it will not provide or enter any Client Information or Client Data
<br />into the Software or Systems that may or does contain protected health information under Health Insurance
<br />Portability and Accountability Act of 1996 ("HIPAA"); (d) it will not provide or enter any Client Information or
<br />Client Data into the Software or Systems that may or does contain personal data as regulated by the General
<br />Data Protection Regulation 2016/679 (the "GDPR"); and (e) it will not send any notifications, be it SMS, email,
<br />text, pager alerts, phone calls, using the Software or Systems without obtaining the consent of any User or
<br />recipient as required by applicable laws, statutes, or regulations. In the event of any breach of any of the
<br />foregoing Client warranties, in addition to any other remedies available at law or in equity, ESi will have the
<br />right, in its sole reasonable discretion, to terminate or suspend immediately any related Software if deemed
<br />reasonably necessary by ESi to prevent any harm to ESi, its Clients and/or its business. ESi will provide to
<br />Client notice (email being sufficient) of such termination or suspension of the Software and, in ESi's sole
<br />discretion if an opportunity to cure the breach if practicable depending on the nature of the breach, ESi may
<br />provide the Client with an opportunity to cure such breach and if cured, in ESi's full satisfaction, ESi may
<br />restore the Software or access to the Software.
<br />15. Disclaimers.
<br />15.1 ESI DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT
<br />LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
<br />WITH RESPECT TO THE SOFTWARE AND/OR ACCOMPANYING DOCUMENTATION. NO ORAL OR
<br />WRITTEN ADVICE OR INFORMATION PROVIDED BY ESI OR ANY OF ITS AGENTS, EMPLOYEES OR
<br />CONTRACTORS SHALL CREATE A WARRANTY, AND CLIENT IS NOT ENTITLED TO RELY ON ANY
<br />SUCH ADVICE OR INFORMATION. ESI EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE
<br />SOFTWARE WILL OPERATE UNINTERRUPTED OR FREE OF ERRORS.
<br />15.2 THE SOFTWARE AND ANY SERVICES THERETO ARE NOT COMPLIANT WITH THE
<br />REQUIREMENTS OF THE HIPAA.
<br />15.3 The Software is an information management application. The software is not fault-tolerant and is not
<br />designed, manufactured, or intended for use or resale in hazardous environments that require fail-safe
<br />performance such as in the operation of nuclear facilities, aircraft navigation or communications systems, air
<br />traffic control, emergency response, terrorism prevention or response, life support or weapons systems
<br />(collectively "High Risk Activities"), the failure of which could lead to death, personal injury, or severe physical
<br />or environmental damage. ESI EXPRESSLY DISCLAIMS ANY WARRANTY OF FITNESS FOR HIGH RISK
<br />ACTIVITIES Client agrees to adhere to indemnification provisions contained in section 768.28, Florida
<br />Statutes.
<br />16. Fees and Payment Terms.
<br />16.1 Payment; Late Payment. All amounts are due and payable by Client to ESi as set forth in Exhibit C
<br />hereto (unless alternative payment terms are mutually agreed up on by the parties). Exhibit C is herein
<br />incorporated and made part of this Agreement by this reference. Any payments not received by ESi within
<br />forty-five (45) days after the date of the applicable invoice (or as otherwise due under the applicable Exhibit C
<br />or Quote) will be considered past due and, in accordance with section 215.422(1), Florida Statutes, Client will
<br />pay interest on any such amounts at the rate provided by section 215.422(3)(b).
<br />16.2 Travel Expenses and Additional Charges. To the extent that the Software and services provided
<br />hereunder may require ESi to travel, Client shall pay Travel Expenses reasonably incurred by ESi in
<br />connection with such travel. ESi shall invoice Client for Travel Expenses on a monthly basis as incurred. Travel
<br />Expenses are in addition to any charges set forth in this Agreement or any Quote hereto. Other additional
<br />charges may be required should Client elect to: (a) use the Software on more than one (1) Instance; (b)
<br />increase the number of named users who may access the Software; (c) increase the number of non -production
<br />instances of the Software; (d) additional Software; (e) upon renewal; (f) increase storage capacity; or (g) as
<br />otherwise required by the Agreement.
<br />16.3 Renewal Charges. At least sixty (60) days prior to the expiration of the Initial Period (as defined in
<br />Exhibit A) or a then current Renewal Period, ESi may notify Client of the current fees for Software and Support
<br />Services, and invoice Client for such fees for the Renewal Period so that such amount is due and payable
<br />prior to the commencement of such Renewal Period. ESi shall be entitled, in its sole discretion, to increase
<br />the fees for the Software and Support Services.
<br />16.4 Suspension of the Software. Services and Support Services. Without limitation as to any other rights
<br />or remedies of ESi under this Agreement, ESi reserves the right to immediately suspend Client's access to
<br />Confidential and Proprietary
<br />Indian River. ESi.EUSA.draft 9-10-24 Page 9 of 20
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