Schedule Masters Inc 4/8/2018 - Laserfiche WebLink

shall be updated if necessary after the Warranty period. This the property of SMI.All copies of the Program delivered to Client or external agent will be chosen by the client. The corresponding made by Client remain the property of SMI. Client shall not directly escrow deposit costs will be at the client's charge. The list of or indirectly call into question the validity, enforceability or documents shall include,but not be limited to: ownership by SMI of the Program. • Technical documentation of the system 11. CONFIDENTIAL INFORMATION • Source code 11.1 Client acknowledges that the Program and the • Database models Documentation contain proprietary and confidential information of SMI. Client agrees to keep the Program and Documentation in The Escrow Deposit shall be released to the Client in the event confidence and to take all reasonable precautions to ensure that that SMI fails to or in all probability can be expected to fail to fulfill no unauthorized persons have access to the Program and his obligations pursuant to the License Agreement,for example due Documentation and that no unauthorized copies are made. An to bankruptcy, suspension of payments or compulsory unauthorized person is anyone not employed as the Client's composition. administrative staff, or the Client's IT Department. Breach of this provision shall be grounds for immediate termination of this 6. INSTALLATION Agreement without further obligation to Client,at SMI's option. 6.1 SMI shall load the Program on Client's computer hardware 11.2 Client may not alter any proprietary markings on the and conduct SMI's standard test procedures on the installed Program, including copyright, trademark, trade secret and patent Program. SMI shall be relieved of its obligation to perform the legends. installation,and the Program shall be deemed accepted, if Client's computer hardware or operating system software, in whole or in 11.3 Client may not decompile, disassemble, or reverse engineer part, is defective or is not otherwise in good operating condition. the Program. In jurisdictions where a right to reverse engineer is Client shall provide SMI with access to the computer hardware and provided by law unless information is available about products in electrical power, work space and such other items as may be order to achieve interoperability, functional compatibility, or required to complete the installation. similar objectives,Client shall submit a detailed written proposal to SMI concerning Client's information needs before engaging in 7. DATA CONVERSION reverse engineering. SMI may, in its sole discretion, propose to Client terms and conditions under which it is willing to make such 7.1 If Client engages SMI to convert Client's data files from Client's information available. current system, this work shall be carried out at a charge determined by SMI's current fee schedule. Client shall provide all 12. WARRANTY information reasonably required for conversion. SMI shall use reasonable efforts in converting the data; however, all converted 12.1 SMI warrants that the Program will perform substantially in data files shall be supplied"as is"and SMI disclaims all warranties, accordance with accompanying Documentation for a period of one either express or implied, including but not limited to implied year from the date of Client's receipt of the Program ("Warranty warranties of merchantability and fitness for a particular purpose Period")and for any period thereafter in which Software Support is with regard to converted data files.It shall be Client's obligation to paid for and in effect under the terms of this Agreement. SMI test the converted data files to verify the accuracy of the disclaims all other warranties and conditions (either express or conversion of data. implied and those arising by statute or otherwise or from a course of dealing or usage of trade) including but not limited to 8. ACCEPTANCE implied warranties of merchantability, fitness for a particular purpose and non-infringement,with respect to the Program and 8.1 The Program will be accepted when the Program has been the Documentation. installed and performs substantially as described in the Documentation,or if Client uses the Program,or benefits from the 12.2 In no event shall SMI have any liability for loss of profits, Program in any way. loss of business revenue or other expenses incurred by Client as a result of any breach by SMI (including fundamental breach) or 9. PAYMENT PROVISIONS any other act or omission of SMI(including negligence).Nor shall SMI be liable for any indirect,special or consequential damages 9.1 In consideration of the license granted under this Agreement, even if advised of the possibility thereof. Client shall pay to SMI the License Fee in accordance with the attached Schedule B. 12.3 Exclusive remedy:Client's exclusive remedy against SMI for breach of this agreement shall be,at SMI's choice,(a)correction 10. ACKNOWLEDGMENT OF SMI'S OWNERSHIP RIGHTS of any error or defect in the Program as to which Client has given 10.1 Client acknowledges that it obtains no ownership rights in the notice (b) replacement of the Program involved. If any problem, Program under the terms of this Agreement. All rights in the operational failure or error of the Program has resulted from any Program including but not limited to trade secrets, trademarks, alteration that the Client makes to the Program, or the operating service marks,patents,and copyrights are,shall be and will remain environment, accident, abuse, or misapplication, caused by the Schedule Masters,Inc. - 2 - Software License and Services Agreement Rev. 20180115