Innovyze 12/20/2019 - Laserfiche WebLink

SOFTWARE MAINTENANCE &SUPPORT AGREEMENT The following Maintenance and Support Agreement (hereinafter "Agreement") is by and between you (hereinafter "Licensee") and Innovyze, Inc. or Innovyze, Ltd. (as provide in the Innovyze Standard License Agreement and hereinafter collectively "Innovyze") and shall apply to the provision of software maintenance and support services for the Software licensed under the Innovyze Standard License Agreement. If not otherwise defined herein, defined terms shall have the meaning as set forth in the Innovyze Standard License Agreement, which is specifically referenced and incorporated herein. In the event of any conflict in terms, the terms of the Standard License Agreement shall govern. 1. Definitions. "Effective Date" shall mean date set without written notice. Failure to make payment will forth in the Quotation approved by Licensee. result in Licensee receiving no maintenance and support services as described herein, including but 2. Term. This Agreement shall commence on the not limited to, the reactivation of the Software in Effective Date and shall automatically renew on the connection with its transfer to another computer or anniversary date of the Effective Date for a twelve server. If Licensee wishes to renew this Agreement (12) month period or such other period as may be after it has been terminated for non-payment, defined in the Quotation ("Term"), unless cancelled as Licensee shall pay all Annual Maintenance Fees in set forth below. arrears plus a charge of 25% on the total amount. 3. Software Updates and Maintenance. Innovyze 8. Training. No software training is provided will support, maintain, update, and upgrade hereunder. ("Maintenance") the Software during the Term. Maintenance will only apply to unmodified Software 9. Data. Any data or information provided by and the most recently released and updated version Licensee to assist Innovyze in the provision of of the Software. During the Term, Innovyze will use maintenance services hereunder shall remain your commercially reasonable efforts to correct any sole and exclusive property. Innovyze shall have no functions in the Software which fail to perform as liability for the accuracy or correctness of such data specified in the supporting documentation. Updates or information. or upgrades issued by Innovyze for the Software also may include enhancements or new features. 10. Limitation of Liability. The parties agree, to the fullest extent permitted by law, to limit the 4. Software Support. Licensee may contact the aggregate liability of Innovyze, its parents, Innovyze support team. The contact information can subsidiaries and affiliates, and their respective be found at http://www.innovyze.com/contactus/. directors, officers, employees and agents, to the Innovyze support staff will be available during normal Annual Maintenance Fee as set forth in the business hours to assist Licensee regarding the Quotation. This limitation of liability shall apply operation of the Software within a reasonable time. to all suits, claims, actions, losses, costs and damages of any nature arising from or related to 5. Cancellation. Either party may elect not to this agreement and without regard to the legal automatically renew this Agreement by providing the theory under which such liability is imposed. other party a written notification of cancellation at least sixty (60) days prior to the end of the then Under no circumstances shall Innovyze be liable current Term. for any, incidental, special, or consequential damages of any kind (including, but not limited 6. Subscription Fees. On the anniversary of the to, damages for loss of revenue or profit, Effective Date, Licensee agree to pay Innovyze the business interruption, or loss of business Annual Maintenance Fees set forth in the Quotation information) arising out the provision of services and each year thereafter on the anniversary date of under this agreement or the use, or inability to Effective Date. Payment shall be made within 30 days use, the Software, even if Innovyze has been receipt of invoice. Innovyze reserves the right to advised of the possibility of such damages. change the Annual Maintenance Fee. 11. Controlling Law. The validity, construction, 7. Late Payment. If you fail to pay the Annual and performance of this Agreement shall be governed Maintenance Fee within thirty (30) days of the due in accordance with the laws of the State of Delaware, date, this Agreement will automatically terminate USA. The parties agree that any proceeding arising