ESO Solutions, Inc. 12/8/2016 - Laserfiche WebLink

a. Upon Request. Upon receipt of written request from Customer. ESO shall provide Customer data in NFIRS native .TXT format no later than ten (10) business days after delivery of the request, a maximum of four (4)times per year. However. should Customer provide a schedule in advance describing as many dates per year as Customer requires its data, ESO shall make its best efforts to implement an automated system for the delivery of Customer data through a secure FTP portal. Customer acknowledges that it has reviewed and found acceptable ESO's current NFIRS.TXT format of data. b. Upon Expiration or Termination of Agreement. If Customer requests its data within thirty (30) days of expiration of this Agreement, or the termination of this Agreement pursuant to Section 4 above, ESO shall deliver to Customer its data. ESO shall make reasonable and good faith efforts to accommodate Customer's preference for the type of media for delivery. Customer shall reimburse ESO for the cost of the media on which Customer's data is delivered to Customer. 6. System Maintenance. In the event ESO determines that it is necessary to interrupt the Services or that there is a potential for Services to be interrupted for the performance of system maintenance, ESO will use good-faith efforts to notify Customer prior to the performance of such maintenance and will schedule such maintenance during non-peak hours (midnight to 6 a.m. Central Standard Time). In no event shall interruption of Services for system maintenance constitute a failure of performance by ESO. 7. Access to Internet. Customer has sole responsibility for obtaining, maintaining, and securing its connections to the Internet,and ESO makes no representations to Customer regarding the reliability,performance or security of any particular network or provider. 8. Mobile Software. If Customer elects to use ESO's Mobile Software(the"Software"),the provisions of this Section shall apply. a. Use of Software. Subject to the terms, conditions and restrictions in this Agreement and in exchange for the Mobile Software Interface Fees and/or Subscription Fees, ESO hereby grants to Customer a non-exclusive, world-wide, non-transferable rights, for the Term of this Agreement, to use and copy(for installation and backup purposes only) the Software to the units for which the Mobile Software Interface has been purchased. b. Ownership and Restrictions. This Agreement does not convey any rights of ownership in or title to the Software or any copies thereof. All right,title and interest in the Software and any copies or derivative works thereof shall remain the property of ESO. Customer will not: (i)disassemble,reverse engineer or modify the Software;(ii)allow any third party to use the Software;(iii)use the Software as a component in any product or service provided by Customer to a third party;(iv)transfer,sell,assign,or otherwise :convey the Software; (v) remove any proprietary notices placed on or contained within the Software; or(vi)copy the Software except for backup purposes. Customer agrees to keep the Software free and clear of all claims,liens,and encumbrances. c. Mobile Software Interface Fee. The Mobile Software Interface Fee is non-refundable. The Software shall be deemed accepted upon delivery to Customer. d. Title. ESO hereby represents and warrants to Customer that ESO is the owner of the Software or otherwise has the right to grant to Customer the rights set forth in this Agreement. In the event of a breach or threatened breach of the foregoing representation and warranty,Customer's sole remedy shall be to require ESO to either:(i)procure.at ESO's expense,the right to use the Software,or (ii)replace the Software or any part thereof that is in breach and replace it with Software of comparable functionality that does not cause any breach. 9. Support and Updates. During the Term of this Agreement,ESO shall provide Customer the support services and will meet the service levels as set forth in Exhibit B attached hereto and incorporated herein. ESO will also provide Updates to Customer, in accordance with Exhibit B. 10. Other Services. Upon request by Customer, ESO may provide services related to the Software other than the standard support described above at ESO's then-current labor rates. This may include on-site consultation,configuration,and initial technical assistance and training for the purpose of installing the Software and training selected personnel on the use and support of the Software. ESO shall undertake reasonable efforts to accommodate any written request by Customer for such professional services. 11. Mutual Indemnification.Omitted. 12. Limitation of Liability. NOTWITHSTANDING ANY OTHER PROVISION HEREOF,NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, RELIANCE. SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOST REVENUES OR COST OF PURCHASING REPLACEMENT SERVICES) ARISING OUT OF OR RELATING TO THIS AGREEMENT. ADDITIONALLY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY ACTUAL DAMAGES IN EXCESS OF AN AMOUNT EQUAL TO THE AGGREGATE AMOUNT THAT ESO HAS,PRIOR TO SUCH TIME. COLLECTED FROM CUSTOMER WITH RESPECT TO SERVICES DELIVERED HEREUNDER. FURTHERMORE, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER, EITHER IN CONTRACT OR IN TORT, FOR PROTECTION FROM UNAUTHORIZED ACCESS OF CUSTOMER DATA OR FROM UNAUTHORIZED ACCESS TO OR ALTERATION. THEFT OR DESTRUCTION OF CUSTOMER DATA FILES. PROGRAMS. PROCEDURES OR INFORMATION, NOT ESO Solutions,Inc. Subscription Agreement 092214 Page 2 of 13