1) Website Access and Use

a. Hours and Scope of Service: Service will be provided on a non-guaranteed basis seven (7) days a week (Sunday through Saturday), twenty-four (24) hours per day, excluding force majeure events, unscheduled emergency maintenance, and scheduled maintenance as designated from time to time by WEBSITE in its sole discretion.

b. Payment for Products or Services: As consideration for the online access to or receipt of user requested products and services provided by WEBSITE, CUSTOMER agrees to pay, at the time online access to a chargeable product or service is requested by CUSTOMER, the applicable service fee and associated convenience fee. All fees are NON-REFUNDABLE, in whole or in part. At the COUNTY's option, a particular payment means may be required for the payment of WEBSITE fees. Currently, all WEBSITE fees are required to be paid by a credit or debit card issued under a valid VISA or MasterCard network affiliation, unless CUSTOMER already has a LivingstonLive.org Business Monthly Service Account set up with the COUNTY that is current and in good standing.

c. Fees: : WEBSITE rates for online products and service and associated convenience fees charged to CUSTOMER shall be in accordance with the current WEBSITE rate schedule. The rate schedule is established by COUNTY's governing authority of WEBSITE in its sole discretion.

d. Freedom of Information Act: CUSTOMER understands that any information it provides to the COUNTY through WEBSITE, which is neither confidential nor exempt from disclosure under the provisions of the State of Michigan Freedom of Information Act (FOIA) or other statutes, becomes public record. Public records that are generally available to the public during an in-person visit to an agency may also be posted for online access through WEBSITE.

e. Ownership and Intellectual Property Rights: All of the WEBSITE Content is owned by the COUNTY or licensed to the COUNTY by third parties who own the Content, and are protected by copyright, trademark and other intellectual property laws. In connection with accessing WEBSITE products and services, CUSTOMER agrees to the following: 1) CUSTOMER will abide by restrictions set forth on the WEBSITE with respect to any of the Content; 2) CUSTOMER will not in any way violate the intellectual property laws protecting the Content, including but not limited to, by copying (except as expressly set forth in 4(f)), modifying, publishing, transmitting, creating derivative works from, transferring, or selling the Content; and 3) CUSTOMER will not reuse, republish or otherwise distribute the Content or any modified or altered versions of it, whether over the Internet or otherwise, and whether or not for payment, without the prior express written permission of the COUNTY.

f. Limitations on Use: When accessing WEBSITE, CUSTOMER is granted a non-exclusive, non-transferable, revocable license to print or download a copy of any accessed Content, provided that the use of this Content is restricted to CUSTOMER's internal business purposes, and is not copied or distributed to third parties without prior express written permission of COUNTY. CUSTOMER agrees not to tamper with, alter, or change in any fashion, any databases, programs, or webpages made available to CUSTOMER by WEBSITE. Under no circumstances may CUSTOMER, or any other party acting by or through CUSTOMER or using CUSTOMER's logins, use Content received from or through WEBSITE in any way, except in full and complete compliance with all applicable laws, ordinances, and regulations.

g. Compliance with Law: CUSTOMER agrees to comply with all applicable federal, state or other laws, regulations and ordinances while engaging any activity pursuant to this Agreement.

h. Disclaimer of Endorsement: CUSTOMER acknowledges that links to any other websites or any reference to a specific product, process, or service by its mark, trade name or other such means of identification posted on WEBSITE does not constitute or imply COUNTY's endorsement, sponsorship, or recommendation thereof.

a. In the event that the CUSTOMER incurs any damages under this Agreement, its sole remedy shall be limited to charges paid for by CUSTOMER for the services in connection with and paid no more than 30 days from which a claim of liability is asserted or imposed. In no event shall the COUNTY, its elected and appointed officers, directors, employees, agents, or assigns be liable for special, indirect, incidental or consequential damages, including but not limited to, lost income or lost revenues, whether such damages arise out of breach of contract, negligence, strict liability, or any other theory of liability. CUSTOMER specifically understands and recognizes that the system by which these services are offered to it is experimental and may experience problems of various kinds resulting in an inability to provide services.

b. The COUNTY, its elected officials, officers, employees, agents and assigns shall not be liable for any damage or injury arising from the use of WEBSITE, including but not limited to failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus, or online failure.

c. CUSTOMER shall, at its own expense, protect, defend, indemnify, save and hold harmless the COUNTY, its elected and appointed officers, directors, employees, agents, or assigns from all claims, damages, lawsuits, costs and expenses that the COUNTY, its elected and appointed officers, directors, employees, agents, or assigns may incur as a result of any activities of the CUSTOMER and its employees, agents, or assigns resulting from or arising out of this Agreement, including, but not limited to, damage to WEBSITE hardware or data records, or claims alleging invalidity and/or inaccuracy of the data and information obtained or CUSTOMER's use of the data obtained.

d. The CUSTOMER further releases and holds harmless the COUNTY, its elected and appointed officers, directors, employees, agents, or assigns from any and all claims resulting from or arising out of the information obtained and/or used by the CUSTOMER pursuant to this Agreement.

e. The COUNTY shall not be liable for or deemed to be in default for any delays or failure in performance or interruption of service resulting directly or indirectly from any cause or circumstance beyond its reasonable control, including problems with or delays caused by its database providers or other providers.

f. No action or suit, regardless of form, other than an action for payments due WEBSITE, arising out of the transactions pursuant to this Agreement may be brought by either party more than one year after the cause of the action accrues.

a. Service: COUNTY reserves the right to withdraw any service or services without consulting CUSTOMER prior to withdrawing such service, and shall have no liability whatsoever to CUSTOMER in connection with deletion of any such service.

b. Agreement: CUSTOMER acknowledges that it has read this Agreement and agrees that it is the complete and exclusive Agreement between the parties regarding enhanced access to COUNTY information, superseding all other communications, whether oral or written, not specifically incorporated herein, except that CUSTOMER specifically acknowledges that this Agreement does not supersede or terminate any existing LivingstonLive.org Business Monthly Account Service Agreement currently in effect between the parties.

c. Waiver: The waiver, modification, or failure to insist on any of these terms or conditions one or more times by COUNTY shall not void, waive, or modify any of the other terms or conditions in this Agreement, nor be construed as a waiver or relinquishment of COUNTY's right to performance of any such term or terms in the future.

d. Severability: If any provision or part of the Agreement shall be declared illegal, void, or unenforceable, the remaining provisions shall continue in full force and effect.

e. Governing Law and Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan. The venue for the bringing of any legal or equitable action under this Agreement shall be established in accordance with the statutes and court rules of the State of Michigan. In the event that any action is brought under this Agreement in Federal Court, the venue for such actions shall the Federal Judicial District of Michigan, Eastern District, Southern Division.

f. Assignment: This Agreement is not assignable or transferable by CUSTOMER and any attempted assignment or transfer by CUSTOMER shall be null and void and of no force or effect. COUNTY may assign this Agreement and/or the payments due to COUNTY without notice to or requirement for CUSTOMER's permission or approval.

g. Termination: The COUNTY may terminate this Agreement with respect to CUSTOMER access to WEBSITE without cause and without notice to CUSTOMER in COUNTY's sole discretion, which in appropriate circumstances, may also include the revocation of CUSTOMER's license to use WEBSITE Content for repeat infringement of the COUNTY's intellectual property rights. Upon termination, CUSTOMER agrees to immediately cease access and use of WEBSITE. The provisions of Sections 2, 3, and 4 shall survive termination of this Agreement.