Agmt 2007 InTime Solutions Inc - Laserfiche WebLink

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INTIME SOLUTIONS INC. Customer shall pay all applicable sales, use, withholding and excise taxes, export/import duties, and any other assessments relative to the Software or the License or on or resulting from this Agreement. 7. Warranty. 7.1 InTime warrants, for the sole benefit of the Customer, as follows: (a) The Software will substantially conform to its functional specifications set out in accompanying user documentation for 90 days following installation. If there is a breach of this warranty then, InTi me's sole obligation and liability will be to use reasonable efforts to remedy any functional non-conformance reported to InTi me in writing by Customer within the warranty period. (b) InTi me has the right to provide the Software and to grant the License to the Customer. Ifthere is a breach of this warranty then InTime shall indemnify and hold Customer (and its affiliates and their respective directors, officers, employees and agents) harmless against any claims, expenses, suits and actions arising from or relating to the infringement of intellectual property and proprietary rights of third parties relating to the Software or the License. 7.2 OTHER THAN THE WARRANTIES EXPLICITLY SET OUT IN SECTION 7.1 ABOVE, THE SOFTWARE IS SUPPLIED WITHOUT A NY W ARRA NTIES, REPRESENT A TIONS OR CONDITIONS OF ANY KIND INCLUDING THOSE REGARDING NONINFRINGEMENT OF THIRD PARTY RIGHTS, DURABILITY, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. INTIME MAKES NO WARRANTY THAT THE SOFTWARE WILL ALLOW CUSTOMER TO MEET LEGAL OR REGULA TORY REQUIREMENTS. CUSTOMER ACKNOWLEDGES THAT THE SOFTWARE CAN BE USED, CUSTOMIZED AND CONFIGURED IN MANY WAYS. CUSTOMER ACKNOWLEDGES AND AGREES THAT IT IS THE CUSTOMER'S OWN RESPONSIBILITY TO ENSURE THAT ITS BUSINESS OPERATIONS MEETS LEGAL OR REGULATORY REQUIREMENTS. 7.3 IF FOR ANY REASON EITHER PARTY BECOMES LIABLE TO THE OTHER FOR DIRECT (or any other) DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION (in contract, tort or otherwise) INCURRED IN CONNECTION WITH THIS AGREEMENT, THE SOFTWARE OR THE LICENSE, THEN THE AGGREGATE LIABILITY OF A PARTY FOR ALL DAMAGES, INJURY AND LIABILITY INCURRED BY THE OTHER PARTY IN CONNECTION WITH THE SOFTWARE, THE LICENSE OR THIS AGREEMENT (AND ANY AND ALL RECOVERABLE LEGAL COSTS) SHALL BE LIMITED TO THE LICENSE FEE. 7.4 OTHER THAN FOR BREACH OF SECTION 7.1 (B), IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS OR LOST SA VINGS. 8. Termination. The license is effective until terminated. Customer may terminate it at any time by destroying the Software together with all copies, modifications, and merged portions in any form. It will also terminate if Customer fails to comply with any term or condition of this Agreement. Customer agrees upon such termination to destroy the Software together with all copies, modifIcations, and merged portions in any form. This Agreement shall terminate in each of the following events: (a) at the option of either party if the other paJiy materially defaults in the performance or observance of any of its obligations hereunder and fails to remedy the default within 30 days after receiving written demand therefore; or (b) at the option of either party if the other paJiy becomes insolvent or bankrupt or makes an assignment for the benefit of creditors, or if a receiver or trustee in bankruptcy is appointed for the other party, or if any proceeding in bankruptcy, receivership, or liquidation is instituted against the other party and is not dismissed within 30 days following commencement thereof. ENTERPRISE SOFTWARE LICENSING AGREEMENT Confidential Document Page 8 of 16