URBANFOOTPRINT - Laserfiche WebLink

Home Browse Search

URBAN FOOTPRINT 7.4Transition. Upon expiration or termination of this Agreement, for any reason other than termination by UrbanFootprint for breach by Customer under Section 7.2, Customer may elect to continue access to the Platform with a limited -access subscription that allows Customer to copy the Customer Data from the Platform to its own computer servers, but not to add Customer Data or engage in additional processing of Customer Data. Unless otherwise set forth in the Quotation, such limited access subscription will be, for each month, 25% of the prorated amount payable for the last month of the subscription. 7.5Surviving Provisions. Sections 4, 5, 7.3, 8, 9, 10, 11 and 12 shall survive termination or expiration of this Agreement. 8.Confidentiality. 8.1 Confidentiality. The receiving party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) (i) not to use any Confidential Information of the disclosing party for any purpose outside the scope of this Agreement and (ii) limit access to any Confidential Information of the disclosing party, except (a) for those employees, representatives, or contractors of the receiving party who require access to the Confidential Information to enable receiving party to exercise its rights and obligations under this Agreement and who are bound by written agreement, with terms at least as restrictive as these, not to disclose third -party confidential or proprietary information disclosed to such party; or (b) as disclosure may be required by law or governmental regulation, subject to the receiving party providing to the disclosing party written notice to allow the disclosing party to seek a protective order or otherwise prevent the disclosure. Nothing in this Agreement will prohibit or limit the receiving party's use of information: (i) previously known to it without obligation of confidence, (ii) independently developed by or for it without use of or access to the disclosing party's Confidential Information, (iii) acquired by it from a third party that is not under an obligation of confidence with respect to such information, or (iv) that is or becomes publicly available through no breach of this Agreement. The receiving party acknowledges the irreparable harm that improper disclosure of Confidential Information may cause; therefore, the injured party is entitled to seek equitable relief, including temporary restraining order(s) or preliminary or permanent injunction, in addition to all other remedies, for any violation or threatened violation of this Section. Source code of the Platform is Confidential Information of UrbanFootprint or its licensors. 8.2Destruction. Within 5 days after a disclosing party's request, the receiving party shall return or destroy the disclosing party's Confidential Information; provided, however, that the receiving party shall be entitled to retain archival copies of the Confidential Information of the disclosing party solely for legal, regulatory or compliance purposes unless otherwise prohibited by law. 9. Warranties. 9.1UrbanFootprint Warranties. UrbanFootprint warrants that (a) the Platform shall perform materially in accordance with the written specifications for the Platform; and (b) UrbanFootprint will use commercially reasonable measures to detect whether the Platform contains any Malicious Code. If the Platform does not conform to the warranty specified above and before Customer pursues any other remedies, Customer must notify UrbanFootprint in writing no later than 30 days after the breach of warranty, and UrbanFootprint agrees to use commercially reasonable efforts to cure the non- conforming portions of the Platform. UrbanFootprint is not responsible for any non-compliance