TMS Online, Inc. 11/20/2025 - Laserfiche WebLink

TMS Online Inc. - 2 - Software License and Services Agreement Rev. 20250929 competent jurisdiction regarding any claim arising from the Platform or breach or this agreement (including, without limitation, its warranty and indemnification provisions) exceed an amount equal to the amounts paid by Client to TMS under this Agreement. 10. TRAINING 10.1 TMS will provide Client with Training Services as specified on Schedule A upon the payment terms stated therein. Thereafter training services will be provided on the terms and at prices stated in TMS’s then current schedule of fees for training services. 11. SOFTWARE SUPPORT 11.1 Software Support for the Platform shall consist of the services listed on the Client’s current Software Support Schedule, which may change from time to time. 11.2 During the Warranty Period specified above, Client shall be entitled to software support without additional charge. “Expiration Date” shall mean the date of the expiration of the Warranty Period and each subsequent anniversary of such date. Before each Expiration Date, Client shall be billed for the then applicable annual Software Support Fee. If Client has paid the applicable Software Support Fee on or before the Expiration Date, Client shall be entitled to receive an additional year of Software Support. 11.3 If the Software Support Fee is unpaid after the Expiration Date, Client shall have user logins suspended from the Platform. If unpaid 30 days after suspension, TMS may permanently delete Client Data, following at least 7 days’ notice and offering a standard data export. 11.4 Client may terminate Software Support by written notice to TMS prior to any Anniversary of the Expiration Date. However, TMS shall not be required to refund any Software Support Fee. 11.5 If Software Support has been terminated or has lapsed, Client may reinstate its subscription to Software Support upon payment of (1) the annual Software Support Fee in effect at the time, plus (2) a reinstatement fee equal to the greater of (a) the difference between the License Fee paid hereunder and the applicable license fee for the then current version of the Platform and (b) 50% of the annual Software Support Fee in effect at the time. Upon reinstatement of Software Support, Client will be upgraded to the current version of the Platform. 12. TERM AND TERMINATION 12.1 The term of this Agreement is 1 year from the Effective Date and automatically renews for successive one-year periods unless terminated in accordance with this Agreement. 12.2 TMS may terminate this Agreement in the event Client (a) fails to make when due any License Fee payment or other payment required under this Agreement; (b) commits a material breach of any of its obligations concerning scope of use of the Platform, Documentation, intellectual property of TMS, (c) makes an assignment for the benefit of creditors, commits an act of bankruptcy or Client is adjudicated bankrupt or insolvent or (d) materially breaches any of its other obligations under any provision of this Agreement, which breach is not remedied within thirty (30) days after notice thereof by TMS to Client. 12.3 Client may terminate this Agreement at any time upon 90 days prior written notice to TMS. 13. RIGHTS UPON TERMINATION 13.1 Upon termination of this Agreement, Client’s license to use the Platform shall terminate. 13.2 Upon termination of this Agreement, Client shall pay to TMS all fees due through the effective date of such termination. Unless otherwise specified herein or otherwise agreed in writing, all fees collected or accrued prior to the date of termination shall be retained by TMS without any pro rata refund to Client. 14. ASSIGNMENT 14.1 Client may not sell, pledge, assign, sublicense, or otherwise transfer or share its rights or delegate its obligations under this Agreement without the prior written consent of TMS, which TMS may withhold in its sole discretion. Any attempted sale, pledge, assignment, sublicense or other transfer in violation hereof shall be void and of no force or effect. TMS may assign its rights and delegate its duties hereunder at any time without the consent of Client. TMS shall provide Client with reasonable prior written notice of assignment of TMS’s duties. 14.2 The Client’s assignment of this Agreement shall not discharge Client from its obligations, but shall make Client’s assignee an additional obligor under this Agreement. Any assignment by Client will be invalid unless the assignee agrees in a writing delivered to TMS to be bound by and perform all obligations and terms of this Agreement. 15. GENERAL PROVISIONS 15.1 Applicable Law. This Agreement shall be construed pursuant to substantive law of the State of Washington and the law of the United States of America applicable therein. 15.2 Taxes. Client shall pay, in addition to the other amounts payable under this Agreement, all applicable local, provincial or state and federal excise, sales, use, personal property, gross receipts and similar taxes (excluding taxes imposed on or measured by TMS’s net income) levied or imposed by reason of the transactions under this Agreement. Client shall, upon demand, pay to TMS an amount equal to any such tax(es) actually paid or required to be collected or paid by TMS. 15.3 Public Reference. Client consents to the public use of its name as a Client of TMS unless Client notifies TMS in writing that it does not consent. 15.4 Software Lock. Client consents to acts by TMS to disable the Platform (including the triggering of software features that prevent operation of the Platform) in the event that Client fails to pay the License Fee for the Platform or uses or transfers the Platform in breach of this Agreement.