Reso 2018-2806 - Laserfiche WebLink

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• • • If the LICENSOR falls to pay any fee or charge on its due date,then the Escrow Agent may,after giving the Licensee and Licensor thirty(30)days prior written notice to make such payment,terminate this agreement and either destroy or return the escrow materials in Its possession at the Escrow Agent's option. The remedies above do not exclude any other remedies that are otherwise available to the Escrow Agent. This notice shall be sent to the Contact and Address provided on the most recently dated Schedule 0 forms received by the Escrow Agent,and shall be conclusively deemed as having been received upon being sent. 13. INSPECTION For the purpose of ensuring that any sealedcontalner delivered to and held by the Escrow Agent under this agreement remains in a sealed state,either the Licensor or the Licensee may at any time demand to Inspect • such container at the offices of the Escrow Agent,and the Escrow Agent shall produce such container on a timely basis for inspection. 14. NOTICES Any notice required to be given in writing under this agreement shall be conclusively deemed to have been given and received when made at the sender's option by fax, email, first class post,courier or prepaid certified or registered post,return receipt requested,to the respective,fax numbers,email addresses or street addresses appearing in this agreement and its Schedules or to such other fax numbers,email address or street addresses as the Parties may from time to time direct In accordance with Schedule D, 1S. ANNUAL NOTIFICATION TO LICENSEE The Escrow Agent shall deliver an activity report in writing to the Licensee no less often than once each year,describing the escrow deposits if any that were made during the preceding year and levy a notification fee as set out In Section 11(d). 16. TITLE AND COPYRIGHT (a) Neither the Licensee nor the Escrow Agent shall acquire any rights of ownership in the Software by virtue hereof,however the Licensor hereby grants to the Escrow Agent title to the physical media on which the software is resident with the reservation that the Escrow Agent shall not make, cause or permit any use of such media except for the purposes of carrying out the terms of this agreement. (b) Upon a release of Software pursuant to this agreement the Licensee shall have the right to make copies of the Software for the purpose of program execution,back up,support,maintenance and • development all restricted to the Licensee's internal use of the Software as permitted in its program license agreement. Release of the Software to the Licensee does not relieve it of its obligation to pay license fees if any under the program license agreement or to expand the scope of use. 17. LOSS,DAMAGE OR DESTRUCTION If the escrow materials are lost,damaged or destroyed without fault by the Escrow Agent or for reasons beyond the control of the Escrow Agent, such as acts of God,war, insurrection or terrorism,then the P,i,5dt3 TN C4PicigMS 1974.2914 LRCM-PARRY SOFTESCRO'N.tttC. SUR PS WatvrcCcpyg.INNii wASt:IEMY,t.155aaaxtlXy