Laserfiche WebLink
Customer's other equipment, services, or compatibility with Customer's <br />systems, then Customer shall be required to purchase a replacement <br />part or equipment in order for WSI to complete the technical services <br />pursuant to this Agreement. <br />C. EXCLUSION'S WSI does not provide: <br />1) Electrical work, cabling, drilling or carpentry; <br />2) Technical support of equipment not provided by WSI; <br />3) Loaner equipment. Consult account manager for spare/redundant <br />systems; <br />4) Additional equipment or upgrades to existing equipment or operating <br />systems, software or other tools or utilities or networks or components <br />that may be required in connection with a manufacturer's major <br />software upgrade; <br />5) Support in resolving network, workstation, database, environmental or <br />other errors not directly related to the Software and Equipment listed <br />in this Agreement; <br />6) Technical support of systems that have non-standard configurations <br />that have not been certified by 3rd party providers are specifically <br />excluded from the Agreement unless otherwise agreed in writing by <br />WSI and included in this Agreement; <br />7) Any hardware, software or systems supplied to the Customer by a third <br />party, unless specifically included in this Agreement. <br />8) Parts are covered for any system with an installation date of less than 5 <br />years. After 5 years, the system is considered at an age for replacement <br />and parts are no longer covered under this agreement. <br />9) Management of anti -virus or other security applications (see WSI for <br />approved 3rd party applications). <br />WataranE'xl'uzmiIToart: WSI is providing technical services in lieu of any <br />warranties from manufacturer. To the fullest extent permitted by law, the <br />services herein and the Software and Equipment are provided on an "as is" <br />basis. WSI does not warrant that the Equipment and Software will operate <br />uninterrupted or error free or that all defects will be corrected or that they <br />will meet customer's requirements or will operate in combinations with other <br />equipment, software, or data not provided by WSI. WSJ DISCLAIMS ALL <br />WARRANTIES EXPRESS OR IMPLtILP._W)JITH RESPECT TO THE SOFTWARE, <br />E VIPMENT AND SYSTEM, WSI DISCLAIMS ANY IMPLIED WARRANTY Of <br />MERCHANTABILITY 0 „FITNESS FOR A.. PARTICULAR PURPtiSE� <br />1WCIRKEIJJNAN NLIKE EFFORTS NON -INFRINGEMENT OR WARRANTIES ARISING <br />BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE Of DEALING OR <br />USAGE OF TRADE., In lieu of such warranties, WSJ shall provide all of time <br />services stated herein throuhaut the term. <br />ARTICLE II <br />GENERAL TERMS AND CONDITIONS <br />A. WSI RESERVES the right to modify or delete any term or condition of this <br />Agreement by giving a 30-day prior notice to Customer, in which case <br />Customer may terminate this Agreement by giving WSI written notice of its <br />intent to terminate within 30 days of its receipt of notice from WSI regarding <br />the change, in which case WSI will provide a pro-rata refund of pre -paid <br />Technical Services Fees for the remainder of the Term. <br />B. iLIAB'ILIT V DISCLAIM ,ENt'S WSI shall not be liable or held responsible for any <br />delay in or failure or defect of performance under this Agreement, or be <br />liable for any other consequence, damage, injury, or loss, caused by or <br />resulting from any act, event, occurrence, or cause beyond the reasonable <br />control of WSI, including (without limitation) acts of God, war, fires, <br />hurricanes, explosions, floods, strikes, major mechanical breakdown, system <br />malfunctions, interruption of utility services, acts of any unit of government <br />or agency thereof, work stoppage, breakdown, virus contamination, theft, <br />loss of data, lack of available parts from the manufacturer, loss caused by <br />power failures, loss caused by lack of Customer equipment or software <br />backups, or work done due to lack of proper training of Customer's <br />personnel. Customer is expected to insure the Equipment, Software, and <br />System and to backup all data, voice and video files and to protect the <br />computer from incoming virus damage. Service calls that are caused by any <br />of the foregoing exclusions shall be invoiced at the currently published time <br />and materials rates. <br />To the fullest extent permitted by law: <br />1) WSI and its officers, directors, employees, shareholders, agents and <br />representatives shall not be liable to customer or any other party for <br />incidental, special, exemplary or consequential damages (including, <br />without limitation, loss of anticipated profits, loss of data, and loss of <br />goodwill) arising out of or related to this Agreement or the goods and <br />services provided, even if advised in advance of the possibility. <br />2) Except with respect to damages caused by WSI's willful misconduct, <br />WSI's liability (including attorneys' fees) to customer or any third party <br />arising out of or related to this Agreement and the goods and services <br />provided shall, for any and all causes and claims, regardless of the form <br />of action, whether based on contract, tort, negligence, strict liability, <br />indemnification or otherwise, in the aggregate not exceed the price <br />paid by Customer for the particular goods or services involved prior to <br />such claim's accrual under which such damages arose. <br />C. CUSTOMER RESPONSIBILITY It is the responsibility of the Customer to <br />have trained personnel operating the Equipment who have basic PC <br />knowledge. Additional training is available from WSI for an additional charge <br />as new people are hired to run the Equipment. The Customer shall make the <br />Equipment available to the service department representative as soon as a <br />representative arrives on -site and agrees to allow the WSI technical services <br />representative access to the Equipment, immediately upon arrival. Any <br />delays will be charged for at our regularly published service rates. Access will <br />be given to him/her for as long as it takes to repair and adequately test the <br />Equipment. <br />D, FORCE M jEURE If either party hereto shall be delayed or hindered in or <br />prevented from the performance of any act required hereunder by reason of <br />inclement weather, strikes, lockouts, labor troubles, inability to procure <br />material, failure of power, restrictive governmental laws or regulations, riots, <br />insurrection, war or other reason of a like nature not the fault of the party <br />delayed in performing work or doing acts required under this Agreement, the <br />period for the performance of any such act shall be extended for a period <br />equivalent to the period of such delay. Notwithstanding the foregoing, the <br />provisions of this section shall at no time operate to excuse Customer from <br />any obligations for payment when due, and all amounts shall be paid by <br />Customer to WSI when due. <br />E• GOVERNING LAW; VENLUE This Agreement and any matters and disputes <br />related thereto shall be governed by and construed in accordance with the <br />laws of the State of Indiana without regard to the choice of law principles <br />thereof. Any cause of action arising hereunder may only be brought in a <br />federal or state court located in Marion County, Indiana. Each party expressly <br />agrees that Marion County shall be deemed to be a county of preferred <br />venue and each such party waives any entitlement each might otherwise <br />have to a transfer of venue out of Marion County under any preferred venue <br />requirements of Indiana Trial Rule 75 or any other venue rules or laws which <br />may be applicable. The parties hereby submit to the exclusive jurisdiction of <br />the Indiana courts. <br />E, SEV!LLALIN�LITy, In the event that any of the provisions of this Agreement is <br />held to be invalid or unenforceable in whole or in part by a court of <br />competent jurisdiction, those provisions to the extent enforceable and all <br />other provisions will nevertheless continue to be valid and enforceable as <br />though the invalid or unenforceable provisions had not been included in this <br />Agreement, and this Agreement shall be construed by adding a valid <br />provision which effectuates the intent of the invalid provision as nearly as <br />lawfully possible. <br />G. EXECUTION AN~,NR DELIVERY Each of the persons who has signed this <br />Agreement represents and warrants that he or she has been duly authorized <br />to sign this Agreement by all necessary action on the part of the entity on <br />whose behalf he or she has signed this Agreement. This Agreement may be <br />executed in one or more counterparts, each of which shall be deemed an <br />original and part of one and the same Agreement. Delivery of an executed <br />copy of this Agreement by facsimile transmission or email shall constitute <br />effective and binding execution and delivery thereof and the signatures <br />thereon shall be deemed to be original signatures for all purposes. <br />