RES 89420 - Laserfiche WebLink

6. Warranties and LIability LICENSOR warrants the S_O_FI'~/_ARE to be an unencumbered asset of J6rg Gr6ssler GmbH and to have the right to enter this License and Maintenance Agreement; further, the medium on which the SOF'I'VVARE is furnished to be free from material defects at the time of delivery. The extent of LICENSORs liability under this warranty is limited to the replacement of defective items. THE FOREGOING ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSEE TAKES THE SOFTWARE ON AN 'AS IS' BASIS. LICENSOR shall not be liable for any loss or damage that may arise through use by LICENSEE of the SOFTWARE, including any indirect or consequential damages. arising from the performance or use of the SO~ARE except such loss as shall result directly from the willful misconduct or gross negligence of the LICENSOR or his agents, LICENSOR undertakes to render maintenance services under this Agreement by using his best efforts and applying state-of-the-art scientific and technological standards. This liability will however be limited to gross negligence and shall not result in any higher monetary compensation than the total amount of maintenance fees paid by the LICENSEE. 7. Confidentlality Both parties agree that all information which has or will come into possession or knowledge of each in connection with this Agreement and which consists of confidential data will be held in the strictest confidence and that no use will be made of the same other than in the performance of this Agreement, LICENSEE agrees that he will take all reasonable steps to ensure that no unauthorized person shall have access to the SO~ARE or any proprietary data contained therein. 8. Maintenance and Improvements LICENSOR will answer to telephone queries on installation, handling and use of the SOFTWARE and will exert best efforts to assist LICENSEE in optimizing the functioning of the SOFTVVARE, in solving related problems and in curing any errors. LICENSOR will supply LICENSEE with revised versions of the SOFTVVARE if and when it becomes available to all LICENSEEs of the SOF'I'VVARE. LICENSOR will use his best efforts to adapt the SOFTWARE to new or modified operating systems that may be released by HEWLETT-PACKARD for the licensed installation of LICENSEE. If LICENSOR develops a backup-program that materially changes the features of the SOFTWARE to the extent that LICENSOR considers it a breakthrough-improvement which is generally sold for a higher price than the SOFTWARE, LICENSEE may obtain such a license at list price receiving credit for the full license fee paid for the original SOFTWARE. LICENSEE shall provide such reasonable assistance as may be required by LICENSOR in performance of his duties under this Agreement. Such assistance shall include, but is not limited to provision of reports on errors and problems, timely provision of all required test data, consultation between technical staffs of LICENSOR and LICENSEE and provision of machine time reasonably required by LICENSOR. 9. General The validity, construction and performance of this Agreement shall be governed by the laws of the laws of the State of California. Any controversy or claim arising out of, in connection with or relating to this Agreement or a breach of performance thereof, shall be resolved by binding arbitration under the commercial arbitration rules of the American Arbitration Association If any delay in the performance of this agreement is caused by Force Majeure, such delay shall not result in damage claims for the other party. No amendment or modification of this agreement or waiver of any rights under it shall be effective unless in writing. This Agreement may not be assigned by either party without prior consent of the other, such consent not to be unreasonably withheld. Headings used in this Agreement are for reference purposes only. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, representations, statements, negotiations and undertakings. ACCEPTED AND AGREED TO by LICENSOR: ACCEPTED AND AGREED TO by LICENSEE: (ALSO, for first year maintenance & improvements*) ~~~ D at ·: NAME: FRAN KELA NAME: TITLE: DIRECTOR MARKETING &SALES TITLE: · Delete and initial if not applicable. Page 2 of 2