RFI Enterprises, Inc. 6/20/2023 - Laserfiche WebLink

Agreement No. 351-2203909 Managed Services Subscription Agreement (03.26.20) Page 3 of 12 This document and any attachments are for the sole use of the intended recipients and contain confidential and proprietary information. Any unauthorized use, disclosure or distribution of this document or its attachments is prohibited. and, where applicable, all valid requisite consents and approvals to share such data with RFI and to permit RFI’s use thereof for the purposes of providing the Managed Services. 6. Termination. a. Either party may terminate this Agreement upon thirty (30) days written notice to the other in the case of the other party’s material breach of this Agreement, if the other party fails to cure the stated material breach during the notice period. Subscriber’s failure to pay RFI’s duly rendered and undisputed invoice more than thirty (30) days past due shall comprise a material breach. b. RFI shall have the right to terminate Subscriber’s subscription and/or this Agreement immediately if Subscriber shall use the Managed Services in any manner that violates any applicable law or intended uses, including (for example and without limitation): (i) hosting or injection of harmful content, such as malicious code or scripts; (ii) advertising or facilitating the transfer of illegal content or products; (iii) misappropriating intellectual property or property rights of others; (iv) unauthorized access or bypass of security restrictions; (v) attacks on assets of RFI or any of its Subscribers or affiliates; and (vi) intentionally interfering with or disrupting normal service operations. RFI reserves the right to monitor all usage of the Service for any such activity and to report any illegal activity to appropriate authorities. c. Upon termination or expiration of this Agreement or the Subscription Period, (i) Subscriber shall remain fully liable for any unpaid charges incurred prior to such expiration or termination; (ii) Subscriber shall immediately cease all use of, and access to, the Service and delete (to the extent reasonably possible and commercially practicable under the circumstances) all copies of diagnostic software and auto-update links and any related documentation and any other RFI Confidential Information in its possession. RFI shall have no obligation to retain any Subscriber Confidential Information or hosted content, if applicable, beyond 60 days after termination. These Subscription Terms shall survive termination of the Agreement. 7. RFI Warranties, Indemnities and Liability. a. RFI will use diligent professional efforts to furnish the Managed Services with the applicable functionality described at Schedule I (for Claris 360) or https://www.rfi.com/sales/Viakoo-Subscription-Online- Terms-Conditions.pdf (for Viakoo), as applicable subject to Section 7(b), and to promptly repair any errors or dysfunctionality within its own control within two business days. Subscriber shall be entitled to give RFI notice under Section 6(a) in case of any breach of this warranty which materially interferes with Subscriber’s use of any element of the Managed Services. If RFI is unable to cure the breach as provided therein, RFI will refund to Subscriber the pro rata portion of prepaid Subscription Fees for the unused portion of the Subscription Period relative to the affected element. The foregoing states the sole obligation of RFI and remedy of Subscriber for breach of the foregoing warranty. b. In the event either party becomes aware of any claim of any third party that any of the Managed Services or any element thereof infringes or violates the intellectual property rights of the third party (a “Claim”), the parties shall give one another prompt notice of the Claim and any written communications received in connection with it, and reasonable cooperation in the investigation, preparation and defense of the Claim. If upon advice of legal counsel either party reasonably anticipates that the Claim may result in injunction prohibiting RFI from providing or deploying any Managed Services or element thereof, and RFI is unable to procure the necessary rights or remedy the Managed Services to avoid infringement timely on reasonable commercial terms, then either party may, at its discretion, by written notice to the other, terminate the portion of the Subscription relating to the affected element, and RFI shall refund to Subscriber the pro rata portion of prepaid Subscription Fees for the affected element for the unused portion of the Subscription Period. c. RFI shall use reasonable commercial efforts to ascertain the reliability of the third-party services and software furnished or utilized in or through the Managed Services but does not warrant or guarantee their performance in any respect except as specifically stated in this Section 7. If RFI discovers any existing or probable defect, dysfunctionality or security vulnerability of any such third-party services or software (including without limitation any virus, time-bomb, trojan horse, worm or other harmful or disabling code, or vulnerability not reasonably susceptible to prompt amelioration) which reasonably may compromise any element of the applicable Managed Services, RFI will promptly notify Subscriber, and either party may thereupon, at its discretion, by written notice to the other, terminate the portion of the Subscription relating to the affected element, and RFI shall refund to Subscriber the pro rata portion of prepaid Subscription Fees for the affected element for the unused portion of the Subscription Period. d. Other than as expressly provided in Sections 7(a)-(c), RFI makes no representation, warranty, condition or guarantee of any kind whether express or implied as to the reliability, timeliness, quality, suitability, truth, availability, performance, accuracy or completeness of the Services and the accompanying documentation and/or the information obtained by the Subscriber through the Managed Services. To the maximum extent permitted by applicable law RFI disclaims all other warranties, whether