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should be regardedas confidential. <br />b.. Nondisclosure mad Nonose obligations, Each. <br />Party (thee "Receiving Party") agrees that it will not use, <br />disseminate, or in any way disclose any Confidential Infor. <br />motion at theother party (the 'Clacloaing Porty'), to spy <br />thrid party, except that the Receiving Parry may use the <br />Disclosing Parry`s Confidential Information to the extent <br />necessary to. perform Its obturations under this Agreement. <br />The Recalvin0 Party agrees that it will tract all Confidential <br />Information with the same degree at Core as Ile Receiving <br />Parry accords its own Confidential intonation, but In 110 <br />event teas Shall re05onabie care, The Receiving Party <br />agrees that it shall dIt ClosO ConlidanGal Information only to <br />(hose of Itsemployees and contractors who need to know <br />audit Information, and the Recoiving Party certifies that such <br />employees and 'contractors have praviousty Agreed, either <br />as a condltidn to smolovelant or In order to obtain the rens. <br />dantlal Information, <br />a, Exclusions from Nondisclosure and <br />figatlons. The: Receiving Party's obligations or <br />(Nondisclosure and. Nonuse Obligations) shall <br />Ccntirr Ontlal Information that the Receiving Pa <br />meet: (1) was (through no vault of the Rooaivhg <br />domain at or subsequent to the Nme the of$ <br />disclosed the Information to the Reourving F <br />druir ly In the Raaelvina Pariv's Posseesien <br />a mum or <br />or <br />or autrequanl it) the time the <br />It to the Recolving Party,. or <br />3000i¢ing. Party's employees or <br />I not <br />or a <br />such Conlldentat information disclosure to the RlsclasinA <br />Party (to the astentallowed by applicable taw) toenable the <br />DISsfosing Party to seek a protective order or otherwise pre- <br />vent such dlsoloeure. <br />d'. Ownership and Return of Confidential Infordl <br />flan and Other Materials. The.Olmucang Party'sConilden- <br />tlal informationis and shall remain the Disclosing Pal. <br />property,and this Agreement rives not grant or imply any <br />license or other rights to the Dlsotosing Party's CCrudsr h( <br />Information eitcept as expressly set forth In this Agreement. <br />or <br />pllance Will the foregoing obligation <br />a. Third Party Information Disoloauro. The Dbolasing <br />Party shall not cammunloata any information to the Reeow. <br />Ing Party in vloiRtan of the proprietary rights of any third <br />pudv, <br />to.W Isaias. <br />a- Limited Warranty, Yardl warrants that the Licensed <br />Programs will Patron substantially as spooked In ihs Lb <br />canoed Programa Documentation, Yardi does not warrant <br />that the Licensed Programs will most Client's mciuirements <br />and a%paotaNOna. <br />b, Refnody for Limited Warranty Breach, If Yaml <br />braaahea lbs warranty set forth in section 10(a) (Limited <br />Warranty), Yeast agrees to use commercially reasonablo <br />efforts to modify the Licensed Programa so that they con - <br />farm to that warranty, If such modificaffon 1s not commercial. <br />ly roeswrabia, than Yardl Will rarity Client and Client may <br />the <br />to <br />a Warranty Dissertate. EXCEPT AS EXPRESSLY <br />SET FORTH IN THIS AGREEMBPtT, AND TO THE FUL- <br />LEST EXTENT ALLOWED UNDER APPLICABLE LAW, <br />YARDI DECLAIMS: ALL EXPRESS, IMPLIED AND STA: <br />TUTORY WARRANTIES WITH REGARD TO THE l <br />LENSED PROOAMS INCLUDING, BUT NOT LIMITED TO, <br />THE IMPLIED WARRA14TIES OF MERCHANTABILITY <br />AND FITNESS FOR A PARTICULAR PURPOSE, <br />d. Internet Porformanoo Disclaimer. Yami does not <br />and cannot control the tow of data via the Internet, Such <br />fiow depends In large part on the porfonnanca of Internet <br />services provided or conUallad by third parties, At times, <br />Retloga or inactions ofsuen third. Parties set) Impair or disrupt <br />the Internet Yardl will use commercially reasonable efforts to <br />raneodY.and avoid such awmua, but cannot guarantee chat <br />such events wlil not occur. Aoeordingly, Yard] diso(atrms mry <br />liability re whing from or relating to such events. <br />11, Denison Limitations <br />Flit! <br />COURT COSTS (EVEN IP <br />OF THE POSSIBILITY OF <br />FROM OR IN CONNEC• <br />b, Liability Limit. IN .ADDITION TO THE LIMITA- <br />TIONS OTHERWISE SET FORTH IN THIS AGREEMENT, <br />AND. TO THE FULLEST EXTENT ALLOWED BY APPLI. <br />ENT AGREES THAT IN THE EVENT OF <br />AUBE OF ACTION BY CLIENT ARISING <br />S <br />wide a CABLE LAW, CLI <br />s com- (t ANY CLAIM OR C. <br />Yardl { Client <br />Cnn0 ti—la, <br />natation; July 23, 2009 7;22 AM <br />4-13 <br />