|
System to which it may have access for any other purpose, and may not access or use the 911 Cellular Software System at or
<br />for the benefit of any third party or at any location or facility other than the Licensed Site, defined herein as any property
<br />owned by Licensee.
<br />C. Licensee may permit its employees, contractors, agents, assigns and representatives with a bona fide Authorized
<br />Purpose to access and use the 911 Cellular Software System using the mobile application made available for such use by 911
<br />Cellular who agree to access and use the 911 Cellular Software System subject to this Agreement and any applicable end-
<br />user license agreements ("Permitted Users"). Licensee shall have sole responsibility maintaining the confidentiality of all
<br />login and usernames and all related passwords and other access control information associated with its Permitted Users, and
<br />shall be solely responsible for all access and use of the 911 Cellular Software System by Permitted Users regardless of
<br />whether such access or use was authorized, intended or requested by or on behalf of Licensee. Licensee shall immediately
<br />report to 911 Cellular any actual or apparent unauthorized use or access of the 911 Cellular Software System by a Permitted
<br />User or any other third party as soon as Licensee reasonably becomes aware that an unauthorized access or use of the 911
<br />Cellular Software System may have occurred.
<br />D. Licensee shall be solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness,
<br />ownership and right to use any and al] information and materials recorded, entered, transmitted, or otherwise submitted to the
<br />911 Cellular Software System by or on its behalf ("Licensee Information"), and Licensee shall be solely responsible for
<br />monitoring the 911 Cellular Software System and responding to all Licensee Information. Licensee acknowledges that the
<br />911 Cellular Software System depends on hardware, software and other technology and factors over which 911 Cellular has
<br />little or no control, including cellular telephones of various makes and models and with varying software that may interact or
<br />interfere with the proper functioning of the 911 Cellular Software System, wired and wireless communications networks
<br />including the cellular networks of various tamers, and Global Positioning System ("GPS") functionality. Licensee further
<br />acknowledges that the ability of the 911 Cellular Software System to function may be limited in whole or in part based on
<br />factors that 911 Cellular cannot control, including software and hardware malfunctions, network unavailability, outages and
<br />dead zones, and the availability of GPS signals and other location information.
<br />E. Licensee acknowledges that electronic communications may be accessed by unauthorized parties when transmitted
<br />across the Internet, network communication facilities, telephones or other electronic means and that 911 Cellular shall not be
<br />responsible for any Licensee Information transmitted or otherwise submitted by Licensee that is lost, altered, intercepted or
<br />stored without authorization during the transmission or submission of such information using networks that are not owned
<br />and operated by 911 Cellular.
<br />F. 911 Cellular shall have access to Licensee Information, and Licensee shall not take any action to impede, block,
<br />encrypt or otherwise withhold Licensee Information from 911 Cellular. Notwithstanding the foregoing, 9] 1 Cellular takes no
<br />responsibility for any Licensee Information created or accessible on or through the 911 Cellular Software System. 911
<br />Cellular is not obligated to monitor or exercise any control over any Licensee Information, but reserves the right to do so. In
<br />the event that 911 Cellular becomes aware that any Licensee Information may violate the terms of this Agreement or, in the
<br />opinion of 911 Cellular, risks exposing 911 Cellular to civil or criminal liability, 911 Cellular reserves the right to block
<br />access to such Licensee Information, disclose such information to appropriate legal authorities, and suspend or terminate
<br />access to the 911 Cellular Software System. 911 Cellular further reserves the right to cooperate with legal authorities and
<br />third parties in the investigation of any alleged wrongdoing.
<br />4. Payment
<br />A. All amounts due under this Agreement are exclusive of all sales, use or other taxes, and fees or duties not based on
<br />income that arise out of this Agreement. Licensee is a political subdivision of the State of
<br />Ohio, and is exempt from taxation.
<br />B. The Initial License Fee shall become due upon execution of this Agreement. The License Fees and Maintenance Fee
<br />shall remain the same for each renewal Term unless 911 Cellular notifies Licensee, in writing, that it intends to change the
<br />Licensee Fees and Maintenance Fee at least thirty (30) days prior to the conclusion of the then-current Term, in which case
<br />the changed License Fees and Maintenance Fee each shall become effective and due upon commencement of the renewal
<br />Term, payable PER ANNUM DUE ON THE FIRST MONTH OF THE RENEWAL TERM. Licensee shall pay all fees
<br />due within thirty (30) days of the date of the invoice for such fees. Except as specifically stated herein, all fees and payments
<br />are non-refundable.
<br />C. In the event of late payment by Licensee, late fees may be assessed in amounts up the maximum amount permitted
<br />by applicable state law. 911 Cellular shall have no obligation to supply any services to Licensee while any invoice for such
<br />services remains unpaid thirty (30) days after the due date.
<br />{4237816:6}
<br />
|