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DocuSign Envelope ID:DCB6F45C-AC01-45CD-9324-AB088020D6A4 <br /> 1,1", remix <br /> specified in the Documentation; (ii)any use of the Remix Solution in combination with other products, equipment, <br /> software or data not supplied by Remix;(iii)any modification of the Remix Solution by any person other than Remix <br /> or its authorized agents; or(iv)Customer's settlement or admission with respect to any claim without Remix's prior <br /> written consent(each an "Exclusion").This Section 10.1 states the sole and exclusive remedy of Customer and the <br /> entire liability of Remix, or any of its officers, directors, employees, shareholders, contractors, suppliers or <br /> representatives, for infringement claims and actions. In addition, Remix will defend at its expense any claim <br /> brought against Customer insofar as such claim is based on a claim by any third party arising from or relating to <br /> the breach or alleged breach by Remix of Section 7.1 (Limited Warranty). <br /> 10.2 By Customer. Customer will defend at its expense any claim brought against Remix insofar as <br /> such claim is based on a claim by any third party arising from or relating to the Customer Data, the breach or <br /> alleged breach by Customer of Section 5.2(Customer Warranties), or any Exclusion, and Customer will indemnify <br /> and hold harmless Customer from and against any damages,expenses and costs finally awarded against Customer <br /> or agreed in settlement by Customer(including reasonable attorneys'fees and costs) resulting from such claim. <br /> 10.3 Procedure.The indemnifying party's obligations as set forth above are expressly conditioned upon <br /> each of the foregoing: (a) the indemnified party will promptly notify the indemnifying party in writing of any <br /> threatened or actual claim or suit; (b)the indemnifying party will have sole control of the defense or settlement of <br /> any claim or suit;and(c)the indemnified party will cooperate with the indemnifying party to facilitate the settlement <br /> or defense of any claim or suit. <br /> 11. TERM AND TERMINATION <br /> 11.1 Term.This Agreement will begin on the Effective Date and continue in full force and effect as long <br /> as any Order Form remains in effect, unless earlier terminated in accordance with the Agreement (the "Term"). <br /> Unless otherwise stated in the applicable Order Form,the term of an Order Form will begin on the effective date <br /> of the Order Form and continue in full force and effect for the time period specified therein, unless earlier <br /> terminated in accordance with the Agreement.Thereafter,the Order Form will automatically renew for additional <br /> terms of one (1)year unless either party gives written notice of non-renewal to the other party at least thirty (30) <br /> days prior to the expiration of the then-current term. <br /> 11.2 Termination for Breach. Either party may terminate this Agreement immediately upon notice to <br /> the other party if the other party materially breaches this Agreement, and such breach remains uncured more than <br /> thirty(30) days after receipt of written notice of such breach. <br /> 11.3 Effect of Termination. Upon termination or expiration of this Agreement for any reason: (a) all <br /> licenses granted hereunder will immediately terminate; (b) promptly after the effective date of termination or <br /> expiration, each party will comply with the obligations to delete or return all Confidential Information of the other <br /> party, as set forth in the Section 9; provided that, for clarity, Remix is not obligated to delete or return Resultant <br /> Data; and (c) any amounts owed to Remix under this Agreement will become immediately due and payable. <br /> Sections 1, 3.3-3.8, 4, 5.3, 5.4, 7.2, 8, 9, 10, 11.3, 11.4, 12 and 13 will survive expiration or termination of this <br /> Agreement for any reason. <br /> 11.4 Data Extraction. For sixty (60) days after the end of the Term, as applicable, Remix will make <br /> Customer Content and Licensed Materials available to Customer through the Remix Solution on a limited basis <br /> solely for purposes of Customer retrieving such Customer Content and Licensed Materials, except to the extent <br /> Remix has instructed Customer to delete it.After such period, Remix may destroy all copies of Customer Content <br /> and Licensed Materials in its possession. <br /> 12. CO-MARKETING. <br /> Customer agrees that Remix may disclose Customer as a customer of Remix. <br /> 8 <br />