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#4833-2294-9365.4 <br /> <br /> <br />4 <br />(b) Support. Provider will provide Customer with limited support via email as <br />outlined in Exhibit B. <br />5. Fees and Payment. <br />(a) Fees. Customer may utilize one (1) license seat for the Standard Services <br />upon execution of this Agreement at no cost. For additional license seats and/or access to <br />additional Services, Customer shall pay Provider the fees ("Fees") as set forth in Exhibit <br />A without offset or deduction. Customer shall make all payments hereunder in US dollars <br />on or before the due date set forth in Exhibit A. If Customer fails to make any payment <br />when due, without limiting Provider's other rights and remedies: (i) Provider may charge <br />interest on the past due amount at the rate of 1.5% per month calculated daily and <br />compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) <br />Customer shall reimburse Provider for all reasonable costs incurred by Provider in <br />collecting any late payments or interest, including attorneys' fees, court costs, and <br />collection agency fees; and (iii) if such failure continues for twenty (20) days or more, <br />Provider may suspend Customer's and its Authorized Users' access to any portion or all <br />of the Services until such amounts are paid in full. <br />(b) Taxes. All Fees and other amounts payable by Customer under this <br />Agreement are exclusive of taxes and similar assessments. Customer is responsible for all <br />sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind <br />imposed by any federal, state, or local governmental or regulatory authority on any <br />amounts payable by Customer hereunder, other than any taxes imposed on Provider's <br />income. <br />(c) Auditing Rights and Required Records. Customer agrees to maintain <br />complete and accurate records in accordance with generally accepted accounting <br />principles during the Term and for a period of two (2) years after the termination or <br />expiration of this Agreement with respect to matters necessary for accurately determining <br />amounts due hereunder. Provider may, at its own expense, on reasonable prior notice, <br />periodically inspect and audit Customer's records with respect to matters covered by this <br />Agreement, provided that if such inspection and audit reveals that Customer has <br />underpaid Provider with respect to any amounts due and payable during the Term, <br />Customer shall promptly pay the amounts necessary to rectify such underpayment, <br />together with interest in accordance with Section 5(a). <br />6. Confidential Information. From time to time during the Term, either Party may <br />disclose or make available to the other Party information about its business affairs, products, <br />confidential intellectual property, trade secrets, third-party confidential information, and other <br />sensitive or proprietary information, whether orally or in written, electronic, or other form or <br />media/in written or electronic form or media, that is marked, designated, or otherwise identified <br />as "confidential" (collectively, "Confidential Information"). Confidential Information does not <br />include information that, at the time of disclosure is: (a) in the public domain; (b) known to the <br />receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non- <br />confidential basis from a third party; or (d) independently developed by the receiving Party. The <br />receiving Party shall not disclose the disclosing Party's Confidential Information to any person or