Reso 2009-1403 - Laserfiche WebLink

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Enterprise Management System Customer Agreement Page 3 any other relationship between DPT and the Customer. Neither DPT nor the Customer shall at any time have the power to bind the other party. 6. REPRESENTATIONS AND WARRANTIES; LIMITATIONS OF LIABILITIES (1) The Customer represents and warrants to DPT that: (a) It has all corporate authority to enter into and perform its obligations under this Agreement; r I ! (b) It Is expressly and exclusively responsible for managing its own business; (2) DPT represents and warrants to the Customer that: (a) DPTtypically achieves 99.99% reliability. Application availability is defined as application delivery to the router on the Customer's premises outside of scheduled maintenance upgrades for which clients are notified of in advance. DPT is not responsible for any outage at the Customer premise including internal network (uLAN"), local infrastructure or facilities. The determination of down-time is based on the Customer notification to DPT's technical support center during Working Hours. (b) In the event viruses are detected in the Customer's local client environment managed by DPT, DPT may be required to secure the systems by denying access to infected users. If the virus infection is traced back to the Customer, the Customer will be invoiced according to the price contained in the Customer Warranty Agreement for remedying the virus. (c) DPT has all corporate authority to enter into and perform its obligations under this Agreement; ~ (d) For the systems and software being licensed to the Customer, excluding the Customer owned/leased software, DPT owns the rights to its systems and either owns or is licensed to lise, and during the term of this Agreement will continue to own or be licensed to use, in the manner contemplated by this Agreement, any software used in the provision of the SelVices to the Customer. DPT hereby agrees to indemnify and hold the Customer harmless from any and all claims, lawsuits, liabilities, expenses, costs, damages and fees arising from or in connection with DPT's violation of this warranty, Furthermore, and without limiting the rights of the Customer under Section 9, if DPT is in violation of this warranty, DPT will, prior to the termination of this Agreement and pursuant to Section 9, either procure the right to use the system or any other software used in the provision of Services to the Customer, or will develop an alternative approach that does not violate the rights of the other party while providing the Customer with similar Services. (e) DPT guarantees that it will initiate efforts to resolve System problems in accordance with DPT's standard warranty agreement. Application availability at the desktop excludes the Customer provided hardware and applies to only those applications that form part of DPT's Services profile listed in Appendix B.