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Docusign Envelope ID:EBOF4108-19FB44BO-8388-21F424553A38 <br /> (iv) ensure that all Persons using the Licensed Materials pursuant to this MSA <br /> cease all use thereof; <br /> (v) promptly (and in any event within five (5) days) return to Versaterm all copies <br /> of the Licensed Materials in its (or any Authorized Users' or other Persons' to <br /> whom it provided access to any Licensed Materials) possession or control; <br /> (vi) permanently erase all Licensed Materials, in whole or in part, from all <br /> computer systems, storage devices and other electronic recording systems <br /> in Customer's possession or control and cause each Authorized User and <br /> each other Person to whom it provided access to any Licensed Materials to <br /> do the same; <br /> (vii) deliver within thirty (30) calendar days of such termination or expiration a <br /> certificate certifying that Customer and all such Persons to whom Customer <br /> has provided access to any Licensed Materials have complied with the terms <br /> of this Section 20(b), as applicable; and <br /> (viii) pay Versaterm the full amount of any charges outstanding, including for any <br /> Professional Services performed, as of the date of termination, if any, <br /> whether invoiced or not (including any amounts due as late payment <br /> charges), and all other monies owing to Versaterm. <br /> 21. Suspension <br /> If Customer has materially violated the MSA or any Service Schedule, including failure <br /> to pay any Fees or any portion thereof when due (other than invoiced amounts disputed <br /> in good faith pursuant to Section 8(f)), Versaterm may immediately suspend Customer's <br /> and each of its Authorized Users' right to access or use any Licensed Materials (including <br /> access to the Versaterm Platform) or receive any Services. <br /> 22. Relationship <br /> This MSA and each Service Schedule and SOW are agreements between separate legal <br /> entities and neither Party is the agent, employee, or partner of the other for any purpose <br /> whatsoever. The Parties do not intend to create a partnership or joint venture between <br /> themselves. Neither Party shall have the right to bind the other to any Service Schedule <br /> with a third-party or to incur any obligation or liability on behalf of the other Party. <br /> 23. Notices. <br /> Unless specified otherwise in a Service Schedule, all notices, requests, demands and <br /> other communications under this MSA and each Service Schedule shall be in writing and <br /> shall only be duly given: <br /> (a) on the date of sending if sent by email to the email address indicated in Section <br /> 23(b); or <br /> September 2024—004092024 Page 18 of24 <br />