UNISYS CORPORATION 8-2008 - Laserfiche WebLink

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; " (bi :TO detemline eli9bili~ a~ prerequi~or SURETY Supt:)Clrt SINM;8S. Unisys may requn Iftspec;tion. ~t expeMe. of equep. ment which (i) has not been maintained continuousl'f by Unisys from tt1e date of purchne by Client or (i1) has been relocated. (c) unisys requires tile same SURETY Suppor1 Service level lor the SPU and all equipment and Sollwllre that is eligible fOl SURET'f Support Services and interoper1r.a wilh the SPU. Application softMlr.. 10cII area netwcrts. wcrtslatioM. and remote data communicaUons . Products are excluded from III. requirement. (d) SURETY Support Services de nat cover the parts and service reql.lired to repair damlga or cmect errors attributable 10 (i) alterations or OUI-cf,specitlcalion suppl~. (ii) accidellls. misuse. negligence or failure of Client to fallow instructions for proper use, care and cleaning of eqJipment. ~ii) extemal factors (e.g.. failure or fluctuation 01 elecijcal power or ai' conditioning. fire, Rood). or (iv) failure by Cflent to comply with UniSyS environmental specifications. (e) SURETY &\4lPort Services apply only to properly configurlCl Proc1ucts at the minimum hardware Md so/twar. levels designated by Unisys for $Upp0lt of tile aprlIieable Product specification. SUREn Support Services will include repair or correclion of matefial deviations that prevent tile Prodllctfrorn being Year 2000 Ready only il the Product is Wlrl'Inted as -R" according to Sections 12.4(a) and (c) and Unisys is then currently providing <Iev,lopment center support (also caned engineering support) fOl tile Product or. if Unisys discontinues development center support. a Unisy$ created repair or CCllfec:tion already ellists for the same deviation. Except as provided in the immediately preceding sentence. .,1 SURETY Su~ort Servtees provided by Unisys ellclude repair of damage or correction of errors related 10 date data functiDnality. / (f) SURETY Support Services do not include correction or repair of , defects. Including any related to date data fIlnclionality, in the design.. manufacture, materials 01' workmanship of eittlet (i) non Unisys servic:1$ Of products without a Unisys brand, Qt (ii) Product(s) for wl\icn Unisys has discontinuld development center support 12.& Information Slrvlces: (a) Unisys will endeavor to provide Informalion Services on a timely basis subject 10 availability of qualified personnel and lhe dilllcutty and scope of the setVices to b. provided. (b) Unisys may Inign. r"$Slgn and substitute personnel at any lime and may provide the same or simil. services and ma1erials to olhtr clien13. Ic) Information Services under this Agreement do nol include any services related to date data functionality, including setVic:es pertaining to Yur 2000. , . 13. Alterations and Atbchments 13.1 If UnisY$ is providlllG SURETY Support Services. Client "". give Unisys prior written notice of .ny proposed altefations or allachmenls to equipmenl. Unisys hiS no obligation tD provide SURElY Support Services fOI non Unisys attachments, allered equipment 01 modified Software. Should Unisys a~.. to maintain. support or correct altered Products, Unisys may impose IIddiIionaI cIIaf~S. 13.2 Unisys is not rl$poIl8ibII for allY malfunction. nonpetfonnanca or degadation of petfonnanee 01 Products, SlJAlHe:s or maintenance suppcrt materials caused by or r..uJlIng directly at indireclly from any alteration or attachment unless Unisys is maintaining and Client has notified Unisys of the alt"aUOn or attachment that causes Ule malfunction. 13.3 Unisys warranties will not apply if attachment of non Unisys equipment 01' alteration of Prcclucl:s directly or indireclly results in any malfunction, nonperformance at degrad8don of performance of Un;.y. Praclucts; in addillon, Client will be solely responsible for resulting infringement. personal inilrf or damage to property and Products. 13.4 Fat PWPOMS 01 this ~eement. "alterations" includes. but is not limited 10. the incorporation of non Unisys components. boardS and subassemblies Inll> equipment, 8S Will as modifications to Software. 'AlIacllmenls' includes. but is not limited to. any non Unisys 5 of 14 equipment. salW.~on.nts 01' deviees whieh ara connecttd to Unisy1 Products. 14. L.lmlt.aUon of Liability 14. t UNLESS FURTHER UMITEO ELSEWHERE IN THIS AGREEMENT, THE EN11RE UA8lUTY OF UNISYS AND WENT'S exCLUSIVe REMEDY FOR DAMAGES FROM ~Y CAUSE RELATeD TO OR AA1~ IHG OUT OF TIIS AGREEMENT, REGARDlESS OF THE FORM OF ACTION, METHER IN CONTRACT OR IN TORT, W1U NOT EXCEED THE GREATER OF (a) $100,000 OR (b) THE CHARGES PAID TO UNISYS DURING THE 24-MONTH PERIOD IMMEDIATELY PRIOR TO CUENT'S NOTICE PURSUANT TO SeCTION 1&.1 FOR THE PRODUCTS OR SERVICES WHICH ARE THE SUBJECT MATTER OF OR DIRECTLY RELATeD TO THE CAUses OF ACTION ASSERTED. THIS SECTION 1..1 DOES NOT APPLY TO CLAIMS COVERED BY SECTION 15. 14.2 IN NO EVENT W1U IMISYS BE LIABLE FOR (a) NlY INCI- DENTAl, INDI~CT, SPECIAL OR CONSEQUENTIAL. DAlMGES, INQ.UDlNG, BUT NOT UIltTED TO. lOSS CF USE, REVENUES, PROFITS OR SAVINGS. EVEN IF UNISYS KNEW OR SHOULD HAve KNOWN OF THE POSSIBIUTY OF SUCH DAMAGeS, (b) C~MS. oeMANDS OR ACTIONS AGAINST ClIENT BY AllY PERSON, exCEPT AS PROVIDED IN SECTION 15, OR (e) LOSS OF OR DAMAGE TO CUENT DATA FROM AJtf CAUSE. . 14.3 The entira Dability or Unisys an:.! Clienrs exdusive remedy for any defective non Unisys Product$ provicled under thi$ Agreement is limittd to tllail' relUm to Unisys within 9Q days aft. shipment fat refund 0' ttle amount paid Ie Unily$ for such Products (not including any amounla paid lor related services). 14.4 Unisya may direct Client tc third parties having products 0( services which may be of Inwest 10 Client ror use In conjunetlon with the Products. Not\l/it1lstanding any Unily$ rec<<nmendatlon, rel'en'al or introduetion, Client win independenUy investigate and test non Uoisys produets and SefVicet and will have $Ole respansitlitity for detenninint suitability lor IIse of non Unisys products and services. Unisys has no liability with respect to claims relating 10 Of arising from use of non Unisys products and services. including, wltl\out limitation. claims arislOg from Ia~"e of non Unisys products 10 provide propel limit and date Iunctiona~ly. 15. Patent. Copyright and Trade Secret Indemnification 15.1 Unisys, at its 0\Ml expense. will defend and indemnify Client against claims that Products furnished under this Agreement inrringe . United States patent 01 copyright or misaFFoprlate trade secreta pr0- tected under United Stat8$ law. provided Client (a) gives UniS)'$ prompt written notice of such claims pursuant to Section t7. ~) pemlits Unisys to defend or settle lI1e clams, and (c) Pfovides all reasonllble assistance to Unisys in defending or settling the claims. 15.2 As 10 any Product whiCh Is subleclto a claim of infringement Of' misappropriation. Unisy. may la} obtain the right of continued use or the Product for Client or (b) replace or modify lhe Product to avoid tile claim. If neither alternative is avaiBble on cOlmlercially reasonable terms. lhen. at the rCque'Jlt of Unisys. any applicable Software license and its charge$ will end, Client will slop using the Product, and Client will return the Pradue! to Unisys. Upon retum of the Produet. Unisys will giva Client a credit far till price paid to Unlsys. less a reasonable offset ror use Ind obsolescence. 15.3 Unisys will not defend or indemnify Client if any claim or In- frin!jlment or misapprop'iation (e) is usarted by a parent. subsidiwy 01 affiliate of Client (b) results "om Client's design or alteration 0' any Producl. (c) rnutts from use of any Produc:t in conilination with any nen Unisys product. or (d) relates to a non Unr.sys Product alone. t5.4 This Seclion 15 slates tile entire liability of Unisys and CII.nts sole and exclusive remedies for patent or copyright intingement and trade secret mislppl'opriaUon. 16. Termination and CuceUatioll 16.1 Unisys may suspend SURETY Support Services if any payme'" fer such s8fVice und.. this Aveement is past due more !han 30 days. 4305 31182-OOi (3199)