2015/02/04 Council Agenda Packet

I I by Miovision after such withholding shall be equal to the amount originally due, unless the Customer provides Miovision with a valid exemption certificate authorized by the appropriate taxing authority. The Customer shall indemnify and hold harmless Miovision from any Taxes due and payable hereunder. The Customer, at its own cost and expense, shall comply with and conform to all applicable laws, ordinances, regulations and legislation in any way relating to the possession, use, operation, repair, maintenance, transportation, import or export of the hardware throughout the period such hardware is rented from Miovision, to the complete exoneration of Miovision from liability. c. Expenses. The Customer shall reimburse Miovision for all reasonable costs and expenses incurred by Miovision in providing Support to the Customer, as outlined in the Sales Order Form, unless otherwise specified or provided for herein. The Customer is responsible for all Internet connection charges incurred by it in connection with the use of the Miovision Platform. d. Changes in Fees. Miovision may, from time to time in its sole discretion, change prices or terms and conditions and will post all such changes on its website at www.Miovision.com and on the Miovision Platform. e. Overdue Payments. In no instance shall the Customer's unused Miovision Platform Credits or other prepaid amounts be offset against the Customer's account balance with Miovision. f. Overdue Penalty. Interest will be charged on any Fees owed by the Customer to Miovision not received when due, as indicated on the Customer's invoice or Sales Order Form. Interest shall accrue at the lower of 1.5% of the outstanding account balance per month (being 18% per annum), or the maximum rate permitted by law, from the date such payment is due until the date paid in full. Customer shall pay all sums expended by Miovision in collecting overdue payments, including but not limited to reasonable legal fees. g. Suspension of Access. If Fees on a Customer account are not received when due, Miovision reserves the right to suspend an account by blocking all login attempts to the Miovision Platform or ceasing to provide all Support, until such account is paid in full. Miovision's right to suspend an account is in addition to any other rights and remedies available to Miovision in the event of non-payment, including interest on overdue amounts and the termination rights set forth herein. Miovision shall not be liable to Customer or to any other person as a result of any suspension or termination of access to the Miovision Platform in accordance with these Term and Conditions. Suspension of an account does not eliminate a Customer's obligation to pay amounts outstanding to the date of such suspension or thereafter for the remainder of the term of a Customer's account, as the case may be. 3. INTELLECTUAL PROPERTY AND CONFIDENTIALITY. a. Intellectual Property. The Customer acknowledges and agrees that all intellectual property rights in and to the Hardware and Miovision Platform (are owned or licensed by Miovision. Except for the License granted hereunder, nothing in this Agreement gives the Customer any right, title or interest in, to or under any of Miovision's IP, and to the extent the Customer acquires rights in Miovision's IP, the Customer assigns such rights to Miovision and waives any moral rights it may have in Miovision's IP to 75