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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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Agreement Customer is responsible and liable for any breach of this Agreement by any <br />individual having any access to Company IP by or through Customer, including any <br />Administrator. <br />10. Compliance Measures. <br />(a) In addition to any other compliance measures provided for in this <br />Agreement, Company may retain administrative access to Customer's account for <br />purposes of auditing Customer's compliance with the terms of this Agreement, including <br />without limitation Customer's usage of the Software and/or the SmS System. <br />(b) Company and/or its designees, at its sole expense, shall have the right, <br />upon at least thirty (30) days prior notice to Customer, and no more than once per year, to <br />audit and inspect Customer's records for purposes of determining Customer's compliance <br />with this Agreement. Customer agrees to cooperate with Company in connection with <br />any such audit. <br />(c) Company also may, in its sole discretion, audit Customer's systems within <br />six months after the end of the Term to ensure Customer has ceased use of Company IP <br />and removed all copies of Company IP from such systems as required hereunder. The <br />Customer shall cooperate with Company's personnel conducting such audits and provide <br />reasonable access requested by the Company to records, systems, equipment, <br />information, and personnel, including machine IDs, serial numbers, and related <br />information. <br />(d) If any of the measures taken or implemented under this Agreement <br />determines that Customer's use of the Software and/or the SmS System exceeds or <br />exceeded the use permitted by this Agreement, then Company may revoke Customer's <br />license to the Software and/or access to the SmS System. <br />(e) Company's remedies set forth in this Section are cumulative and are in <br />addition to, and not in lieu of, all other remedies the Company may have at law or in <br />equity, whether under this Agreement or otherwise. <br />11. Maintenance and Support. <br />(a) Customer acknowledges and agrees that Company has no obligation or <br />responsibility whatsoever to provide any Support Services. Company may determine in <br />its sole and absolute discretion to provide Support Services, if any, to Customer. <br />Company makes no representations, warranties, or guarantees regarding or in connection <br />with any such Support Services, including as to performance or compatibility, or that <br />such Support Services will meet Customer's needs or operate adequately for Customer or <br />with any hardware, operating system software, Internet services, or any other products or <br />services. The fact that Company, in its sole and absolute discretion, may provide certain <br />Support Services to Customer hereunder without additional charge, such as resources that <br />may be available without charge on Company's designated website, shall not be <br />construed as any agreement, understanding, or obligation of or by Company to continue <br />to provide to Customer any such Support Services or resources, or to continue to provide <br />12 <br />
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