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ARTICLE VIII—INDEMNIFICATION FOR INFRINGEMENT <br /> A. CJS shall, at its expense,defend or settle any claim, action or allegation brought against <br /> CUSTOMER that the CJS Software infringes any copyright,trade secret or other similar <br /> proprietary right of any third party and shall pay any final judgments awarded or <br /> settlements entered into,provided that CUSTOMER gives prompt written notice to CJS of <br /> any such claim, action or allegation of infringement and gives CJS the authority to proceed <br /> as contemplated herein. CJS will have the exclusive right to defend any such claim, action, <br /> or allegation and make settlements thereof at its own discretion, and CUSTOMER may not <br /> settle or compromise such claim, action or allegation, except with prior written consent of <br /> CJS. CUSTOMER shall give such assistance and information as CJS may reasonably <br /> require to settle or oppose such claims. In the event any such infringement, claim, action, or <br /> allegation is brought or threatened, CJS may, at its sole option and expense: <br /> 1. Procure for CUSTOMER the right to continue Use of the CJS Software or infringing <br /> part thereof,or <br /> 2. Modify or amend the CJS Software or infringing part thereof or replace the CJS <br /> Software or infringing part thereof with other software having substantially the same <br /> or better capabilities; or, if neither of the foregoing is commercially practicable, <br /> 3. Terminate this Agreement and repay to CUSTOMER the License Fee. CJS and <br /> CUSTOMER will then be released from any further obligation to the other under <br /> this Agreement, except for the obligations of indemnification provided for above <br /> and such other obligations that survive termination. <br /> B. The foregoing obligations shall not apply to the extent the infringement arises as a result of <br /> modifications to the CJS Software made by any party other than CJS or CJS's authorized <br /> representative or CUSTOMER's unauthorized use or combination of the CJS Software with <br /> software or data not supplied by CJS as part of the CJS Software. <br /> C. The foregoing states the entire liability of CJS with respect to infringement of any <br /> copyright,trade secret or other proprietary right. <br /> ARTICLE IX—TERMINATION <br /> A. This Agreement may be terminated by CUSTOMER upon thirty(30)days'prior written <br /> notice to CJS,with or without cause,provided that no such termination will entitle <br /> CUSTOMER to a refund of any portion of the License Fee. <br /> B. CJS may, by written notice to CUSTOMER,terminate this Agreement and the License <br /> granted under Section 2.1 if any of the following events("Termination Events")occur: <br /> 1. CUSTOMER fails to pay any amount due CJS within thirty(30)days after CJS gives <br /> CUSTOMER written notice of such nonpayment, or <br /> 2. CUSTOMER is in material breach of any nonmonetary term, condition or provision <br /> of this Agreement,which breach, if capable of being cured, is not cured within thirty <br /> (30)days after CJS gives CUSTOMER written notice of such breach, or <br /> December 2015 6 of 11 <br />