2011 004 Ordinance - Laserfiche WebLink

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(h) Subscriber will provide a secure location for the Demarcation Point and not permit unauthorized access. Subscriber will not adjust, repair or tamper with the Equipment or the OneCommunity Network. From time to time, Subscriber will allow OneCommunity access upon reasonable notice in accordance with institutional security policies and during normal business hours to Subscriber's premises as needed to upgrade the OneCommunity Equipment, if any, due to changes in engineering or networking protocols or for other good cause. (i) Additional Subscriber rights and responsibilities may be identified in any Addenda to this Service Agreement. 2.3. Third Party. (a) No person or entity not a party to this Agreement has or is intended to have any rights under this Agreement. 3. Unauthorized Access to Facilities or Use of Connections 3.1. Unauthorized Access. .Mayfield Village is not responsible for unauthorized access to Subscriber's transmission facilities or Subscriber's premise equipment by any individual or entity, or for unauthorized access to, or alteration, theft, or destruction of Subscriber's data files, programs or other information through accident, wrongful means or any other cause unless such access and resultant alteration, theft, or destruction is caused solely from the negligence or willful misconduct of Mayfield Village or OneCommunity, its employees, or its agents. 3.2. Use of Connections. Neither party is entitled to use the connections owned or controlled by the other party to transport any data without the prior consent of the owning party. 4. Fees, Expenses and Payment 4.1. Fees. Subject to the provisions of this Agreement, Subscriber will pay OneCommunity the fees and other amounts set forth in Addendum B, in accordance with the provisions of this Section 4 or such other applicable provisions as may be set forth iri the Master Services Agreement. 4.2. Ex enses. Except to the extent that expenses and costs are identified in an applicable Addendum and expressly required to be paid by Subscriber under that Addendum, the fees set forth in that Addendum will be deemed to be inclusive of all actual net expenses and costs and Subscriber will not be required to pay any amounts in excess of those fees. 4.3. Invoicine and Payment. OneCommunity will invoice Subscriber in accordance with the schedule set forth in attached Addenda. Unless otherwise provided in the applicable Service Agreement, Customer will pay each invoice within thirty (30) days after its receipt by Subscriber. All payments hereunder will. be in U.S. dollars by electronic wire transfer to the bank account designated by OneCommunity from time to time or by company check. Amounts not paid when due will bear a finance charge at a rate equal to the lesser of one and one half percent (1 1/2%) per month or the highest rate permitted by law, calculated from the first day a payment is past due. If OneCommunity at any time has reasonable concern about security or timeliness of payments, it may suspend the Services and/or the rights granted hereunder until receipt of payment or establishment of a letter of credit or other arrangement securing payment. If any amount is not paid when due hereunder, OneCommunity will. be entitled to recover from Subscriber the costs and expenses incurred in connection with collecting. the same (including without limitation .costs of investigation and attorneys fees). 4.4. Taxes. Unless otherwise set forth in an applicable Service Agreement, fees do not include sales, use, value added or other excise tax. Subscribers who provide a valid State of Ohio sales tax exemption certificate shall not be charged sales tax. Subscriber will pay or, if paid by OneCommunify, reimburse OneCommunity, for all taxes based on this Agreement or fees payable hereunder (but not any taxes based upon OneCommunity's gross revenues or net income), together with any interest on such taxes if not due to OneCommunity's delay. ~ n ec ~ r~a~ r~r~ r..~ n i ty Page 3 of 9 Revision 541412.2