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(a) Services which are required to remedy problems that stem from changes to or defects in system configuration upon which the Licensed Software was initially installed; (b) Services which are required to remedy problems which do not stem from any defect in Licensed Software; (c) Services which are required to remedy problems caused by lack of training of Client's personnel or improper treatment or use of the Licensed Software; (d) Full report customization service; (e) Any and all hardware support, maintenance or troubleshooting issues, except as described in Section 26 regardless of the source of such hardware. 22. FEES FOR SUPPORT AND MAINTENANCE 22.1 Support and Maintenance services begin for all Licensed Software listed in the applicable Schedule on the Support and Maintenance Start Date. The cost for Support and Maintenance services is payable annually in advance and is due in its entirety thirty (30) days from date of Active's delivered invoice. Client may elect to specify a preferred alternate Support Renewal Date by so notifying Active in writing. If an alternate preferred Support Renewal Date is specified, the cost of Support and Maintenance will be prorated from the anniversary of the Support and Maintenance Start Date to the specified Support Renewal Date. Thereafter, the Support and Maintenance fee is payable in advance on every annual anniversary of the Support and Maintenance Start Date or, if there is a Support Renewal Date, every anniversary of the Support Renewal Date (the applicable anniversary being the "Support Renewal Date "). Active will provide invoices to Client for all such amounts, such invoices due on the later of (a) the Support and Maintenance Start Date or applicable Support Renewal Date, as applicable, and (b) thirty (30) days from the date of the invoice. 22.2 For the first year of this Agreement commencing with the Effective Date, Support and Maintenance pricing shall be equal to twenty -five percent (25 %) of the gross software license fees. Support and Maintenance pricing for all successive years shall be equal to twenty -five percent (25 %) of the gross software license pricing charged by Active for equivalent software as of the date of each such renewal year, provided, however, that any increase in Active's annual Support and Maintenance pricing for any renewal year shall not exceed ten percent (10 %) of the renewal fees charged in the prior year. Any additional software licensed to Client by Active will increase the total gross software license fees upon which Maintenance and Support pricing is based. Active will provide invoices to Client for renewal fees up to sixty (60) days prior to expiration of each term. 22.3 The Support and Maintenance fees identified in the applicable Schedule are applicable only upon the date of entry into this Agreement, and are subject to change thereafter in accordance with this Agreement's terms. Last revised October 4, 2013 10 22.4 In consideration of the Support and Maintenance provided hereunder, Client agrees to pay Active the fees described in the applicable Schedule, as modified explicitly pursuant to this Agreement. In the event Client requires Support and Maintenance for additional Licensed Software, Client agrees to pay Active the additional Support and Maintenance fees applicable based upon the fees then in effect, prorated from the date of agreement to acquire such services to the Support Renewal Date, 22.5 Unless the applicable Schedule indicates otherwise, the fees charged hereunder are applicable to Support and Maintenance of Licensed Software used with respect to only a single database of Client data. If Client, after entering this Agreement, places in service one or more additional databases to be used in relation to the Licensed Software, then for each such additional database, an additional 25% of all gross Licensed Software fees due, exclusive of such extra database fees, will be payable hereunder for Support and Maintenance. Client will notify Active as soon as reasonably possible of the installation or use of any such additional database(s). 22.6 Active may terminate and suspend performance of all Support and Maintenance if Client fails to pay any past due Active invoice within thirty (30) days of written notice of such failure, in the event of any other material breach by Client which remains uncured thirty (30) days after notice thereof or if any of the Licensed Software ceases to be subject of a valid software license agreement. 22.7 If at any time after Client has initially licensed any of the Licensed Software from Active, Client's right to receive Support and Maintenance, or comparable services, from Active under this Agreement or a comparable agreement has lapsed for any reason whatsoever, voluntarily or otherwise, and Client wishes to receive Support and Maintenance from Active, Client will pay to Active, prior to re- instatement of Support and Maintenance services a reinstatement fee equal to the administrative costs associated with reinstatement of the Client with Active. 23. TERM FOR SUPPORT AND MAINTENANCE 23.1 Term. Active shall provide to Client, and Client shall purchase from Active, Support and Maintenance for the term of this Agreement, as defined in Section 10.8, APPENDIX 3: TERMS APPLICABLE ONLY TO THIRD PARTY PRODUCTS AND SERVICES 24. PURCHASE AND SALE; DELIVERY 24.1 Purchase Commitment and Price. Active hereby agrees to sell to Client, and Client hereby agrees to purchase from Active, the Third Party Products listed in a Schedule in the volumes and at the prices described therein. 24.2 Delivery. Active will ship all or any part of the Third Party Products to Client as soon as reasonably practicable (or, if the below- described purchase order documentation does not seek immediate shipping, at the time Active considers