Laserfiche WebLink
4. Term. <br />4.1. Term. The term of this EPSLA (the "EPSLA Term") will commence upon either (a) the <br />Effective Date of the MCA, if this EPSLA is attached to the MCA as of such Effective Date, or (b) <br />the EPSLA Date set forth on the signature page below, if this EPSLA is executed after the MCA <br />Effective Date, and will continue until the later of (i) three (3) years after the first order for Products <br />is placed via an Ordering Document, or (ii) the expiration of all applicable warranty periods (as <br />set forth in Section 6.1 — Motorola Warranties below) under this EPSLA, unless this EPSLA or <br />the Agreement is earlier terminated in accordance with the terms of the Agreement. <br />4.2. Termination. Notwithstanding the termination provisions of the MCA, Motorola may <br />terminate this EPSLA (and any Ordering Documents hereunder) immediately upon notice to <br />Customer if Customer breaches Section 3 — Licensed Software License and Restrictions of <br />this EPSLA, or any other provision related to Licensed Software license scope or restrictions set <br />forth in an Ordering Document, EULA, or other applicable Addendum. For clarity, upon <br />termination or expiration of the EPSLA Term, all Motorola obligations under this EPSLA (including <br />with respect to Equipment and Licensed Software delivered hereunder) will terminate. If Customer <br />desires to purchase additional Services in connection with such Equipment or Licensed Software, <br />Customer may enter into a separate Addendum with Motorola, governing such Services. <br />Customer acknowledges that Motorola made a considerable investment of resources in the <br />development, marketing, and distribution of the Licensed Software and Documentation, and that <br />Customer's breach of the Agreement will result in irreparable harm to Motorola for which monetary <br />damages would be inadequate. If Licensee breaches this Agreement, in addition to termination, <br />Motorola will be entitled to all available remedies at law or in equity, including immediate injunctive <br />relief and repossession of all non -embedded Licensed Software and associated Documentation. <br />4.3. Equipment as a Service. In the event that Customer purchases any Equipment at a price <br />below the MSRP for such Equipment in connection Customer entering into a fixed- or minimum <br />required -term agreement for Subscription Software, and Customer or Motorola terminates the <br />Agreement, this EPSLA, or other applicable Addendum (such as the Addendum governing the <br />purchase of such Subscription Software) prior to the expiration of such fixed- or minimum <br />required -term, then Motorola will have the right to invoice Customer for, and Customer will pay, <br />the amount of the discount to the MSRP for the Equipment or such other amount set forth in the <br />applicable Addendum or Ordering Document. This Section will not limit any other remedies <br />Motorola may have with respect to an early termination. <br />5. Payment. Customer will pay invoices for the Products and Services provided under this <br />EPSLA in accordance with the invoice payment terms set forth in the MCA. Generally, invoices <br />are issued after shipment of Equipment or upon Motorola's delivery of Licensed Software (in <br />accordance with Section 2.1 — Delivery and Risk of Loss), as applicable, but if a specific <br />invoicing or payment schedule is set forth in the applicable Ordering Document, EULA or other <br />Addendum, such schedule will control with respect to the applicable Products and Services <br />referenced therein. Motorola will have the right to suspend future deliveries of Products and <br />Services if Customer fails to make any payments when due. <br />6. Representations and Warranties; Liability. <br />6.1. Motorola Warranties. Subject to the disclaimers and exclusions set forth in the MCA and <br />this EPSLA, (a) for a period of one (1) year commencing upon the delivery of Motorola - <br />manufactured Equipment under Section 2.1 — Delivery and Risk of Loss, Motorola represents <br />and warrants that such Motorola -manufactured Equipment, under normal use, will be free from <br />material defects in materials and workmanship; (b) to the extent permitted by the providers of <br />third -party software or hardware included in the Products and Services, Motorola will pass through <br />Equipment Purchase and Software 3 <br />License Addendum V.2023.02.20 <br />