1. SUPPORT SERVICES
- Warranty Period. “Support Services” means commercially reasonable technical support and assistance to maintain and update the Deliverables, including correcting any errors or Deficiencies, but shall not include the development of enhancements to the Project or other services outside the scope of the Proposal. During the first 60 days following expiration of this Agreement (“Warranty Period”), if any, Agency shall provide up to 5 hours of Support Services at no additional cost to Client. Additional time shall be billed at Agency’s regular hourly rate, then in effect upon the date of the request for additional support.
- Maintenance Period. Following the Warranty Period, Client has the option to continue receiving Support Services from Agency for a predetermined number of months (the 'Maintenance Period') at a monthly maintenance fee, which will be provided upon request, or at Agency's standard hourly rate. This Maintenance Agreement can be extended beyond the initial period through mutual written agreement between Client and Agency. Specific rates and extended terms will be outlined in a separate agreement tailored to the client's ongoing needs.
2. ENHANCEMENTS
During the Maintenance Period, Client may request that Agency develop enhancements to the Deliverables, and Agency shall exercise commercially reasonable efforts to prioritize Agency’s resources to create such enhancements. The parties understand that preexisting obligations to third parties existing on the date of the request for enhancements may delay the immediate execution of any such requested enhancements. Such enhancements shall be provided on a time and materials basis at Agency’s then in effect price for such services.
3. ADDITIONAL WARRANTIES AND REPRESENTATIONS
- Deficiencies. Subject to the representations and warranties of Client in connection with Client Content, Agency represents and warrants that the Final Deliverables will be free from Deficiencies. For the purposes of this Agreement, “Deficiency” shall mean a failure to comply with the specifications set forth in the Proposal in any material respect, but shall not include any problems caused by Client Content, modifications, alterations or changes made to Final Deliverables by Client or any third party after delivery by Agency, or the interaction of Final Deliverables with third party applications such as Web browsers other than those specified in the Proposal. The parties acknowledge that Client’s sole remedy and Agency’s sole liability for a breach of this Section is the obligation of Agency to correct any Deficiency identified within the Warranty Period. In the event that a Deficiency is caused by Third Party Materials provided or specified by Agency, Agency's sole obligation shall be to substitute alternative Third Party Materials.
- Agency Tools. Subject to the representations and warranties of the Client in connection with the materials supplied by Client, Agency represents and warrants that, to the best of Agency’s knowledge, the Agency Tools do not knowingly infringe the rights of any third party, and use of same in connection with the Project will not knowingly violate the rights of any third parties except to the extent that such violations are caused by Client Content, or the modification of, or use of the Deliverables in combination with materials or equipment outside the scope of the applicable specifications, by Client or third parties.
4. COMPLIANCE WITH LAWS
Agency shall use commercially reasonable efforts to ensure that all Final Deliverables shall be designed to comply with the known relevant rules and regulations. Client, upon acceptance of the Deliverables, shall be responsible for conformance with all laws relating to the transfer of software and technology.