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2023-130 Resolution
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2023-130 Resolution
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11/10/2023 7:28:01 AM
Creation date
11/10/2023 7:17:25 AM
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North Olmsted Legislation
Legislation Number
2023-130
Legislation Date
11/8/2023
Year
2023
Legislation Title
PDQ.com Contract
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(c) Suspension. Notwithstanding anything to the contrary in this Agreement, <br />Company may temporarily suspend Customer's access to any portion or all of the SaaS <br />Services if. (i) Company reasonably determines that (A) there is a threat or attack on any <br />of the Company IP; (B) Customer's use of the Company IP disrupts or poses a security <br />risk to the Company IP or to any other customer or vendor of Company; (C) Customer is <br />using the Company IP for fraudulent or illegal activities; (D) subject to applicable law, <br />Customer has ceased to continue its business in the ordinary course, made an assignment <br />for the benefit of creditors or similar disposition of its assets, or become the subject of <br />any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or <br />(E) Company's provision of the SaaS Services to Customer is prohibited by applicable <br />law; or (ii) any vendor of Company has suspended or terminated Company's access to or <br />use of any third -party services or products required to enable Customer to access the <br />Services (any such suspension described in subclause (i) or (ii), a "Service Suspension"). <br />Company shall use commercially reasonable efforts to provide written notice of any <br />Service Suspension to Customer and to provide updates regarding resumption of access <br />to the Services following any Service Suspension. Company shall use commercially <br />reasonable efforts to resume providing access to the SmS Services as soon as reasonably <br />possible after the event giving rise to the Service Suspension is cured. Company will <br />have no liability for any damage, liabilities, losses (including any loss of data or profits), <br />or any other consequences that Customer may incur as a result of a Service Suspension. <br />4. Free Version and Trial Version. <br />(a) Free Version. Customer may have received access to a "free" version of <br />the Software and/or SaaS System. This paragraph applies to Customer's access to and use <br />of the free version of the Software and/or SaaS System. Customer may access and use, <br />under the terms of this Agreement, any version of the Software or the SaaS System that <br />Company expressly designates in writing as being a free version without payment of any <br />fees to Company. Company may revoke access to a free version of the Software and/or <br />the SaaS System at any time and without notice. Company may change what is available <br />in connection with a free version of the Software and/or the SaaS System at any time and <br />without notice. <br />(b) Trial Version. Customer may have received access to a `trial" version of <br />the Software and/or the SaaS System. If so, this paragraph also applies to Customer's <br />access to and use of the trial version of the Software and/or the SaaS System. Any <br />version of the Software and/or the SaaS System that Company expressly designates in <br />writing as being a trial version may be accessed and used by Customer under this <br />Agreement only for the trial period specified. <br />(c) ANY FREE VERSION OR TRIAL VERSION OF THE SOFTWARE OR <br />THE SAAS SYSTEM IS NOT ELIGIBLE FOR ANY SUPPORT SERVICES FROM <br />COMPANY AND IS PROVIDED TO CUSTOMER STRICTLY ON AN "AS IS" <br />BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES, OR GUARANTEES <br />WHATSOEVER AND SUBJECT TO ALL THE DISCLAIMERS PROVIDED FOR IN <br />THIS AGREEMENT. <br />
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