Audit of Authorized Users. Licensee will maintain reasonable business practices and records necessary to ensure that the number of Users is in compliance with this MLA and any applicable Sales Orders, and Licensor at its sole discretion reserves the right to request Licensee records to verify such compliance. The Licensee will notify Licensor if any additional Users will be added to use the Service. Licensee must obtain additional Sales Order(s), or a signed written modification to existing Sales Order(s), in order to increase the total number of authorized Users. If Licensor determines that Licensee has more Users than authorized, the fees for additional Users become immediately due.
Audit of Authorized Users. Upon request and not more frequently than once annually, County will provide Contractor a certified report on County’s compliance with the permitted number of Authorized Users allowed under this Contract. Where the actual number of users exceeds the permitted number of Authorized Users, County, at County’s sole election shall, within thirty (30) business days: (a) reduce the actual number of users so as to be in compliance with the permitted number of Authorized Users; or (b) acquire the appropriate number of Authorized Users at the rate specified in the Contract so as to be in compliance with the permitted number of Authorized Users. The Parties agree that, for any non-compliance indicated by the certified report, County agrees to purchase additional use rights commensurate with County's actual use up to the date of the certified report, dating back to the start of such use, as the exclusive remedy for any such non-compliance.
