Schedule Masters Inc 4/8/2018 - Laserfiche WebLink

16.6 If Client is not using a currently supported version of a collected or accrued prior to the date of termination shall be Program as listed in SMI's Supported Products List, SMI may retained by SMI without any pro rata refund to Client. suspend provision of Software Support for the Program until Client cures this condition without refunding the Software Support Fee. 19. AUDIT 16.7 Client may terminate Software Support by written notice to 19.1 During the term of this Agreement and for a term of one SMI prior to any Anniversary of the Expiration Date. However,SMI year after termination,upon reasonable notice,SMI may enter the shall not be required to refund any Software Support Fee. premises of Client and perform reasonable audit and inspection procedures to confirm that Client is in compliance with the terms 16.8 If Software Support has been terminated or has lapsed, and conditions of the Agreement, including, but not limited to, Client may reinstate its subscription to Software Support upon provisions relating to scope of use of the Program, protection of payment of (1) the annual Software Support Fee in effect at the Confidential Information,and termination.Client shall cooperate in time, plus (2) a reinstatement fee equal to the greater of(a)the any such inquiry. difference between the License Fee paid hereunder and the applicable license fee for the then current version of the Program 20. ASSIGNMENT and (b) 50% of the annual Software Support Fee in effect at the time. Upon reinstatement of Software Support, Client will be 20.1 Client may not sell, pledge, assign, sublicense, or otherwise upgraded to the current version of the Program. transfer or share its rights or delegate its obligations under this Agreement without the prior written consent of SMI, which SMI 17. TERM AND TERMINATION may withhold in its sole discretion. Any attempted sale, pledge, assignment,sublicense or other transfer in violation hereof shall be 17.1 The term of this Agreement shall commence upon the void and of no force or effect. SMI may assign its rights and Effective Date and shall continue in effect for an initial period of delegate its duties hereunder at any time without the consent of three(3)years from the Effective Date,which initial period shall be Client.SMI shall provide Client with reasonable prior written notice automatically renewed for additional periods of one (1) year of assignment of SMI's duties. ("Additional Periods"). In the event of a default, either party may elect to terminate this Agreement by giving written notice to the 20.2 The Client's assignment of this Agreement shall not other at least sixty (60) days prior to the expirations of the initial discharge Client from its obligations, but shall make Client's periods or any Additional Period. The Software License portion of assignee an additional obligor under this Agreement. Any this Agreement shall be considered a perpetual license at a one assignment by Client will be invalid unless the assignee agrees in a time cost. writing delivered to SMI to be bound by and perform all obligations and terms of this Agreement. 17.2 SMI may terminate this Agreement in the event Client (a) fails to make when due any License Fee payment or other payment 21. GENERAL PROVISIONS required under this Agreement; (b) commits a material breach of any of its obligations concerning scope of use of the Program, 21.1 Applicable Law and Venue. This Agreement shall be Documentation, intellectual property of SMI, (c) makes an construed pursuant to the law of the State of Washington and the assignment for the benefit of creditors, commits an act of law of the United States applicable therein. bankruptcy or Client is adjudicated bankrupt or insolvent or (d) 21.2 Shipping Costs and Risk of Loss. All costs relating to the materially breaches any of its other obligations under any provision shipment of the Program and the Documentation,including freight of this Agreement,which breach is not remedied within thirty(30) and insurance costs shall be borne by Client. Upon delivery and days after notice thereof by SMI to Client. installation of the Program and the Documentation, Client shall 17.3 Client may terminate this agreement for convenience upon assume all risk of loss and damage to the Program and the 30 days'notice to SMI upon expiration of the initial period or any Documentation, and shall at its sole cost and expense replace any Additional Period lost or damaged portion thereof. 18. RIGHTS UPON TERMINATION 21.3 Taxes.The fees listed in this Agreement do not include taxes. Client shall pay, in addition to the other amounts payable under 18.1 Upon termination of this Agreement, Client's license to use this Agreement, all applicable local, provincial or state and federal the Program shall terminate,and Client shall immediately turn over excise, sales, use, personal property, gross receipts and similar to SMI all copies of the Program and Documentation, and any taxes (excluding taxes imposed on or measured by SMI's net other confidential information relating to the Program and income)levied or imposed by reason of the transactions under this Documentation and shall remove and erase completely any copies Agreement. Client shall, upon demand, pay to SMI an amount of the Program installed or recorded on any hard disk or other equal to any such tax(es) actually paid or required to be collected storage medium.Client shall promptly certify to SMI in writing that or paid by SMI. it has complied with this requirement. 21.4 Required Consents. Client warrants that it has obtained 18.2 Upon termination of this Agreement, Client shall pay to SMI lawful permission to use all hardware and software required in all fees due through the effective date of such termination. Unless order for the Program to be used on Client's computer system. otherwise specified herein or otherwise agreed in writing, all fees Schedule Masters,Inc. - 4 - Software License and Services Agreement Rev. 20180115