LeaseQuery 8/4/2022 - Laserfiche WebLink

2.4 Limitations of Services. Client acknowledges that LeaseQuery is not a registered public accounting firm,and some or all of the Professional Services(if any)may be performed by individuals who are not certified public accountants.LeaseQuery's performance of services, including the provision of access to the Solution and the performance of any Professional Services,does not constitute an audit in accordance with generally accepted auditing standards,an examination of or any other form of assurance with respect to internal controls,or other attestation,review or compilation services in accordance with standards or rules established by the American Institute of Certified Public Accountants,the Public Company Accounting Oversight Board or any other regulatory body.LeaseQuery will not express,and will not be deemed to have expressed,an opinion or any other form of assurance with respect to any matters as a result of the performance of any such services,including with respect to Client's financial statements,tax returns or Client's operating or internal controls. LeaseQuery will not perform, and will not be deemed to have performed, any evaluation of Client's internal controls and procedures for financial reporting upon which Client's management can base its assertions in connection with the Sarbanes-Oxley Act of 2002,as amended, or any related rules or regulations. LeaseQuery will not make any representations or warranties and will not provide any assurances that Client's disclosure controls and procedures are compliant with the certification requirements of, or that Client's internal controls and procedures for financial reporting are effective as required by, any applicable law. Neither the Solution nor any Professional Services may be relied upon to identify errors or fraud should they exist.LeaseQuery does not provide legal or tax services,and none of its services will be performed by attorneys. Client acknowledges and agrees that LeaseQuery is not,and will not agree to be named as,an expert under the Securities Act of 1933,as amended,or any other state or federal securities laws. 3. CLIENT DUTIES AND RESPONSIBILITIES. 3.1 Use of Output and Professional Services. Client's access to the Solution and Client's use of any outputs therefrom, all Professional Services(if any)and all other deliverables by LeaseQueiy,shall be solely for Client's benefit and are not intended to be relied upon,and shall not be relied upon,by any other party. 3.2 Restrictions on Use of the Solution.Client shall not(i)use the Solution in any way that violates the terms of this Agreement, the Documentation, Sales Order or applicable law;(ii)modify,copy or create any derivative works based on,or reverse engineer or decompile,the Solution,Documentation or any portion thereof;(iii)attempt to license,sell,resell,rent,lease,transfer,assign,distribute, time share,offer in a service bureau,or otherwise share Client's access to the Solution with any third party,except that such access may be shared as permitted under this Agreement with Client's employees(provided that separate login credentials are created for and used by each authorized user)and,solely for the purpose of providing Professional Services(if applicable)for Client that are permitted under LeaseQuery's certified service partner program,a Certified Service Partner;(iv)use Client's access to the Solution or Documentation for any benchmarking or competitive purpose or to build or design any commercially available product or service;(v)interfere with or disrupt performance of the Solution or the data contained therein;(vi)attempt to gain access to the Solution or LeaseQuery's related systems or networks in a manner not set forth in this Agreement; (vii)use Client's access to the Solution to send or store infringing, obscene, threatening, or otherwise unlawful or tortious material, including, without limitation, material that violates privacy, confidentiality, Intellectual Property Rights or other rights of third parties; (viii) share any Sensitive Personal Information with LeaseQuery or enter,or cause or request to be entered,any such information into the Solution;or(ix)access the Solution for the benefit of,or for any purpose if Client is,a competitor of LeaseQuery.Client shall be liable for the acts and omissions of all Client-authorized users relating to this Agreement or any Sales Order.LeaseQuery may alter,suspend or discontinue all or a portion of Client's access to the Solution if LeaseQuery reasonably suspects that(a)Client's access to the Solution may be causing harm to LeaseQuery or other users,or(b)such suspension is necessary to comply with law or a request from a law enforcement agency or to prevent,remediate or mitigate an actual or potential security incident.LeaseQuery will use commercially reasonable efforts to resolve the issues causing the suspension of the Solution.Client agrees that no information obtained through the Solution or the Professional Services(if applicable) will be acquired for,shipped,transferred,or re-exported,directly or indirectly,to proscribed or embargoed countries or their nationals, nor be used for nuclear activities,chemical biological weapons,or missile projects unless authorized by the U.S.government.Proscribed countries are set forth in the U.S.Export Administration Regulations and are subject to change without notice,and Client must comply with the list as it exists in fact. Client certifies that neither it nor any of its users are on the U.S.Department of Commerce's Denied Persons List or affiliated lists or on the U.S. Department of Treasury's Specially Designated Nationals List. Client shall reimburse LeaseQuery for all costs incurred in enforcing the use restrictions in this Section,including,without limitation,attorneys' fees, legal costs,and court or arbitration costs. 3.3 Responsibility for Client Data. Client is exclusively responsible for its financial statements, tax returns, and the accuracy, quality and legality of all Client Data, including,without limitation, obtaining all required authorizations,permissions and consents necessary for LeaseQuery and its contractors and subcontractors to access and use the Client Data in accordance with this Agreement. LeaseQuery shall not be responsible for(i)any Client Data entered into the Solution by Client,or(ii)any judgments made(whether by Client or LeaseQuery)with respect to any inaccuracies,ambiguities or inconsistencies in any agreement containing Client Data.Client is responsible for the use of the output which it obtains from the Solution. 3.4 Responsibility for Users and Authentication Credentials. Client shall (i)be responsible for safeguarding its user names and passwords,(ii)be responsible for the identification and authentication of its users and any access,whether or not authorized by Client, -5-