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or subsequently imposed on hicensee's use of the Software or the payment of the License <br />Fee to Licensor, other than taxes assessed against Licensor's net income. Such taxes, <br />duties, fees, withholding, or other charges shall be paid by Licensee or Licensee shall <br />provide the appropriate authority with evidence of exemption from such tax, duty, fee, <br />withholding, or charge. If Licensor is required to pay any such tax, duty, fee, or charge, <br />or to withhold any amount from monies due to Licensor from Licensee pursuant to this <br />Agreement, Licensee shall promptly reimburse Licensor any such amounts. <br />5. TERMINATION <br />Licensee may terminate this Agreement at any time on thirty (30) days written notice to Licensor. <br />Licensor shall have the right to terminate this Agreement on thirty (30) days written notice to <br />Licensee if Licensee fails to pay any arnount due to Licensor under this Agreement or the Support and <br />Maintenance Agreement, or if Licensee fails to perform any obligation required of Licensee Linder <br />this Agreement or if Licensee becomes bankrupt or insolvent. <br />On termination, Licensee will promptly return all copies of the Software to Licensor or destroy all of <br />Licensee's copies of the Software and so certify to Licensor in writing within fourteen (14) days of <br />termination. <br />6. RIGHTS UPON TERMINATION <br />Licensor has and reserves all rights and remedies that it has by operation of law or otherwise to enjoin <br />the unlawful or unauthorized use of Software or Documentation. Upon termination of this License, all <br />rights granted to Licensee under this Agreement cease and Licensee will promptly Cease all use anti <br />reproduction of the Software and Documentation, and Licensee shall return to Licensor or destroy the <br />original and all copies of the Software and Documentation including partial copies and modifications. <br />Sections 9, 10, 11, 12, and 13 will survive termination or expiration of this Agreement as will any <br />cause of action or claim of either party, whether in law or in equity, arising out of any breach or <br />default. <br />7, TI'T'LE TO SOFTWARE <br />Licensor retains title to and ownership of the Software and Documentation and all enhancements, <br />modifications and updates of the Software or Documentation. Licensee shall not distribute the <br />Software to any persons or entities other than Licensee's employees as designated solely by Licensee. <br />Licensee may not sell the Software to any person or make any other commercial use of the software. <br />Licensee shall retain all copyright and trademark notices on the Software and Documentation and <br />shall take other necessary steps to protect Licensor's intellectual property rights. <br />8. MODIFICATION AND ENHANCEMENTS <br />Licensee will make no efforts to reverse engineer the Software, or make any modifications or <br />enhancements or derivative works based on the Software without Licensor's express written consent. <br />9. WARRANTY <br />Licensor warrants that from the date of this License, the Software will function given the original <br />configuration is not replaced or changed by Licensee. Licensor warrants that to time best of its <br />knowledge, information, and belief, the Software does not contain any known viruses, back -doors or <br />time bombs, (or similar malicious code), or undocumented security codes than could prevent <br />Licensee's use of the Software. <br />THE WARRANTY GRANTED HEREIN IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS <br />OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF <br />MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. <br />Coplogic — DORS Setup and Subscription License Agreement (AST 1 1.20.15) <br />25E -4 <br />