Locution Systems Inc 8/24/2017 - Laserfiche WebLink

Exhibit B TERMS AND CONDITIONS All products sold by Locution Systems,Inc. ("LOCUTION")and all software licensed by LOCUTION are sold and licensed subject to the following TERMS AND CONDITIONS. 1.Payment Terms.Customer will pay LOCUTION within 30 from claims made against Customer by any third party,nor for days following installation and acceptance of product or any claim by a third party against LOCUTION which arises completion of project milestone.Interest on past due amounts from the product or software. shall accrue at the rate of 18 percent per annum until paid. 6.1 Force Majeure.LOCUTION shall have no 2.Risk of Loss.The Products shall be FOB Denver,Colorado liability to Customer or any third party for failure to perform and LOCUTION will assume the risk of loss until they are under this Agreement because of acts or events reasonably accepted by Customer. beyond LOCUTION's control. 6.2 Damages Limited.LOCUTION's liability for 3.Software License.LOCUTION grants to Customer a non- damages to Customer or to any third party,regardless of the exclusive license and right to use the computer software for so form of action,shall not exceed the total amount paid to long as Customer owns and uses the product.Customer will LOCUTION by Customer. not further distribute the software without the prior consent of 6.3 Legal Assistance.If either party must resort to LOCUTION.Customer will not attempt to create the software legal assistance to enforce any of these Terms and Conditions by reverse engineering,reverse assembly or otherwise.The all reasonable expenses of the prevailing party,including software included within the product is licensed for use only at attorney's fees,shall be recoverable as costs. the one site where the product is used and no others.Title to 6.4 Time Limits.No legal action,regardless of the the software and all applicable rights,including copyright, form,relating in any manner to the product,may be brought by shall remain in LOCUTION. either party more than one year after the event giving rise to the cause of action has occurred. 4.Limited Warranty.LOCUTION warrants title to the 6.5 Excluded Damages.LOCUTION shall not be product and software.LOCUTION further warrants that the liable for consequential,incidental,or special damages arising product and software will operate in material conformance from or related to the product even if LOCUTION has been with the product's published technical specifications at the advised of the possibility of such damages. time of shipment to Customer. 4.1 Defects.The products and software are 7.Arbitration.Any and all claims,disputes or controversies warranted against defects in materials and workmanship for a arising under,out of or in connection with the product or period of one year from the date of LOCUTION's final software,which have not been resolved within 90 days by acceptance or productive use invoice.Locution sends either a good faith negotiations between the parties,shall be resolved at final acceptance or a productive use invoice for its multi- the request of either party by final and binding arbitration. milestone projects. Arbitration shall be conducted in Snohomish County, 4.2 Repair or Replacement.Products which prove Washington,by a panel of arbitrators as the parties may agree to be defective during the warranty period will be repaired or and otherwise in accordance with the Commercial Arbitration replaced,at the option of LOCUTION,provided,however,that Rules of the American Arbitration Association.The the failure is not due to abuse or misuse of the product. arbitrator(s)shall be governed by the domestic law of the State Products under warranty must be delivered to LOCUTION at of Washington,and shall no authority to award punitive Customer's expense for repair or replacement.The products damages and shall be bound by the liability limitations herein will be returned to Customer at LOCUTION's expense. set forth herein.The arbitrator(s)shall make detailed written 4.3 Service Hours.Telephone support is available findings to support the award.Application may be made to any 24/7 365 days a year.Customer should call Locution's toll free court having jurisdiction for judicial acceptance of the award number.Note that in certain situations,the Customer's main and an order of enforcement pursuant to the Washington support individual's phone number MAY be set up to take Uniform Arbitration Act. after hour calls directly.In this situation,the Customer may directly call this number to obtain a more direct response. 8.GENERAL 5.Disclaimer of Additional Warranties.Except as set forth 8.1 Good Faith.Each of the parties hereto agrees in paragraph 4,THERE ARE NO WARRANTIES, that it shall act in good faith with regard to their respective EXPRESSED OR IMPLIED,INCLUDING BUT NOT obligations hereunder. LIMITED TO THE IMPLIED WARRANTIES OF 8.2 Applicable Law.These Terms and Conditions MERCHANTABILITY OR FITNESS FOR A PARTICULAR shall be construed as a domestic contract to be performed in PURPOSE,WHICH WARRANTIES ARE SPECIFICALLY and in accordance with the laws of Washington State. DISCLAIMED.LOCUTION DISCLAIMS ANY 8.3 Conflicting Terms.These Terms and WARRANTY OR LIABILITY WITH RESPECT TO ANY Conditions may be modified only by a writing signed by PRODUCT OR SOFTWARE WHICH HAS BEEN LOCUTION and Customer.If there is a conflict betweenthe MODIFIED BY ANY PARTY OTHER THAN LOCUTION. terms set forth herein and any purchase order or other document issued by Customer,the terms hereof shall govern 6.Limitation of Liability.Customer agrees that regardless of and prevail. the form of claim,whether contract,tort,or other,LOCUTION 0 shall not be liable for any loss or expense of Customer arising Revised 12/23/16 6 Everett,WA Fire Department Locution Systems,Inc.