Service Master Subscription Agreement - NEC Corp of America - AFIS Annual Maintenance and WideNet Annual Subscription Fee

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b. Subject to this Section, NEC shall consider the Subscriber Data as Confidential Information (as the term is fiurther defined in Section 15) and use commercially reasonable efforts to prevent unauthorized access. c. NEC shall use commercially reasonable efforts to prevent loss or corruption of the Subscriber Data. d. Subscriber Data may be disclosed and shared with other subscribers of the Subscription service with the prior written authorization of Subscriber, as set forth in a "Subscriber Data Consent" form, a copy of which is attached as Exhibit B. e. NEC shall not modify any data within the Subscriber Data except as expressly authorized by Subscriber. f. Subscriber shall have the sole responsibility for the accuracy, quality, integrity, and sufficiency of all Subscriber Data. g. NEC shall not be required to maintain the Subscriber Data following the termination of this Agreement. 6. Fees and Reimbursable Expenses. Subscriber shall pay to NEC the amount stipulated in the Subscription Order ("Subscription Fee") during the Term of this Agreement. All Fees are due and payable by Subscriber within thirty (30) days from the date of the invoice sent by NEC. All Fees are non -cancellable, non-refundable, and non-proratable unless expressly set forth otherwise in this Agreement or unless the Subscription has terminated in accordance with the terms of this Agreement. a. Overdue Charges. Fees not paid when due shall bear interest at the rate of 1.5% per month from due date or the maximum interest rate allowable by applicable law. b. Taxes. The Subscription Fee does not include any applicable sales or use tax, and in the event that such taxes are imposed by any local, state or federal taxing authority, Subscriber shall pay the taxes within thirty (30) days from receipt of the invoice therefore from NEC. 7, NEC Warranties. NEC warrants to Subscriber, and disclaims and limits any other warranties, as follows: a. NEC shall use commercially reasonable efforts to maintain the availability of the Subscription to the Subscriber(s) for twenty-four hours per day, seven days per week during the Term, except for scheduled maintenance times which shall be managed in accordance with NEC's standard maintenance services as set forth in Exhibit D. The foregoing also applies to any unavailability caused by force majeure circumstances and other events and circumstances beyond NEC's reasonable control, including, for example, other third party service provider failures or delays; 2 v11222017