Reso 2021-3267 - Laserfiche WebLink

Home Browse Search

C. V "last Terminatio . Vigilant has the right to terminate this Agreement by providing thirty (30) days written notice to Affiliate. If Vigilant's termination notice is based on an alleged broach by Affiliate, then AtYlime shall have thirty (30) days from the date of its receipt of Vigilant's notice of termination, which shall set forth in detail Affiliate's purported breach of this Agreement, to cure the alleged breach. If within thirty (30) days of written notice of violation from Vigilant Affiliate has not reasonably cured the described breach of this Agreement, Affiliate shall immedietcly discontinue all use of Software Products and certify to Vigilant that it has returned or destroyed all copies of Software Products in its possession or control, and any remaining invoices pertaining to monies due for the current Service Period shall immediately become due. If Vigilant terminates this Agreement prior to the end of a Service Period for no reason, and not based on Affiliate's failure to care the breach of a material term or condition of this Agreement, Vigilant shall refund to Affiliate an amount calculated by multiplying the total amount of Service Fees paid by Affiliate for the then -current Service Period by the percentage resulting from dividing the number of days remaining in the thea -current Service Period, by 365. M. Warranty and Disciaimer; Infriaptneat Protection; Use of Software Products Interface. A. Warranty_and Disclaimer. Vigilant warrants that the Software Products will be free fYom all Significant Defects (as defined below) during the term of this Agreement (the "Warranty Period"). "Significant Defect" means a defect in a Software Product that impedes the primary function of the Software product. This warranty does not include products not manufactured by Vigilant. Vigilant will repair or replace any Software Product with it Significant Defect during the Warranty Period; provided, however, if Vigilant cannot substantially correct a Significant Defect in a commercially reasonable matter, Affiliate may terminate this Agreement and Vigilant shall refund to Affiliate an amount calculated by multiplying the total amount of Service Fees paid by Affiliate for the then -torrent Service Period by the percentage resulting from dividing the number of days remaining in the then -current Service Period, by 363. The foregoing remedies are Affiliate's exclusive remedy for defects in the Software Product. Vigilant shall not be responsible for labor charges for removal or reinstallation of defective software, charges for transportation, shipping and/or handling loss, unless such charges are due to Vigilant's gross negligence or intentional misconduct. Vigilant disclaims all warranties, expressed or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose, in no event shall Vigilant be liable for any damages whatsoever arising mit of the use of, or inability to use, the Software Products. B. Infrinwnent. pMion. If an infringement claim is trade against Affiliate by a third -party in a court of competent ,jurisdiction regarding Affiliete's use of any of the Software Products, Vigilant shall defend, indemnify and hold harmless AMliat% and assume all legal responsibility and costs to contest any such claim. If Affiliate's use of any portion of the Software Nliohkil Sehaiwa Frtapd%4 4cow Ap"Imma type 4