Contracts & Agreements_218-2017 - Laserfiche WebLink

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City of Redlands order to receive an adjustment or credit Inquiries should be directed to Company's customer support department 42 Company may choose to bill through an invoice, in which case,full payment for invoices issued in any given month must be received by Company thirty(30) days after the mailing date of the invoice Unpaid amounts are subject to a finance charge of 5%per month on any outstanding balance, or the maximum perinitted by law, whichever is lower,plus all expenses of collection and may result in iminediate termination of Service Customer shall be responsible for all taxes associated with Services other than U S taxes based on Company's net income 5 TERM AND TERMINATION 5 1 Subject to earlier termination as provided below,the Initial Term of this Agreement shall be for a period specified in the Summary of Services and Implementation(the"Initial Term") Upon the expiration of the Initial Tenn,this agreement shall automatically renew for two one-year renewal periods(each a"Renewal Term") The Initial Term and the Renewal Term are collectively referred to herein as the"Term" 52 In addition to any other remedies it may have,either party may termmate this Agreement upon thirty(30)days written notice(or without notice in the case of nonpayment)to the other party Customer will pay in full for the Services up to and including the last day on which the Services are provided All sections of this Agreement which by their nature should survive tennination will survive termmation,including,without limitation,accrued rights to payment,confidentiality obligations,warranty disclaimers,and limitations of liability 6 WARRANTY AND DISCLAIMER Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which nummizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner as expressed in Exhibit C Services may be temporanly unavailable for scheduled maintenance or for unscheduled emergency maintenance,either by Company or by third-party providers,or because of other causes beyond Company's reasonable control,but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption However, Company does not warrant that the Services will be uninterrupted or error free, nor does it make any warranty as to the results that may be obtained from use of the Services EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION,THE SERVICES,THE ANALYTICS,AND IMPLEMENTATION SERVICES ARE PROVIDED"AS IS"AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING,BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT 7 INDEMNITY Company shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret,provided Company is promptly notified of any and all threats,claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement, Company will not be responsible for any settlement it does not approve in writing The foregoing obligations do not apply with respect to portions or components of the Service(i)not supplied by Company, (ii)made to whole or in part in accordance with Customer specifications,(iii)that are modified after delivery by Company, (iv)combined with other products,processes or materials where the alleged infringement relates to such combination,(v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement,or(vi)where Actuarial Services and Technology Gov!nvest Licensing Agreement Insights to your financial future Page 5