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5.Security. <br />5.1 Company System and Security Obligations. Company will employ security measures <br />in accordance with Company’s data privacy and security policy as amended from time to time, <br />(“Privacy and Security Policy”). <br />5.2 Data Breach Procedures. Company maintains a data breach plan in accordance with the <br />criteria set forth in Company’s Privacy and Security Policy and shall implement the procedures <br />required under such data breach plan on the occurrence of a “Data Breach” (as defined in such <br />plan). <br />5.3 Access and Security. Client shall employ all physical, administrative and technical <br />controls, screening and security procedures and other safeguards necessary to securely <br />administer the distribution and use of all Access Credentials and protect against any unauthorized <br />access to or use of the Company Deliverables. <br />6.Fees; Payment Terms. <br />6.1 Fees. Client shall pay Company the fees (“Fees”) in accordance with applicable SOW. <br />6.2 Reimbursable Expenses. Client shall reimburse Company for out-of-pocket expenses <br />incurred by Company in connection with performing the Company Services (“Reimbursable <br />Expenses”). For significant costs, greater than $2,000, the Company shall get prior approval from <br />the Client before incurring the expense. <br />6.3 Taxes. All Fees and other amounts payable by Client under this Agreement are exclusive <br />of taxes and similar assessments. Client is responsible for all sales, use and excise taxes, and <br />any other similar taxes, duties and charges of any kind imposed by any federal, state or local <br />governmental or regulatory authority on any amounts payable by Client hereunder, other than any <br />taxes imposed on Company’s income. <br />6.4 Payment. Client shall pay all Fees and Reimbursable Expenses on or prior to the due <br />date set forth applicable SOW. Client shall make all payments hereunder in US dollars by ACH <br />or other immediately available funds. Client shall make payments to the address or account <br />specified in SOW or such other address or account as Company may specify in writing from time <br />to time. <br />6.5 No Deductions or Setoffs. All amounts payable to Company under this Agreement shall <br />be paid by Client to Company in full without any setoff, recoupment, counterclaim, deduction, <br />debit or withholding for any reason (other than any deduction or withholding of tax as may be <br />required by applicable Law). <br />7.Intellectual Proprietary Rights. Company is and shall remain the owner of all Intellectual <br />Property Rights Client will not acquire any proprietary rights in Company’s equipment, systems, <br />software, technology, inventions (whether or not patentable), patents, patent applications, <br />documentation, specifications, designs, data, databases, methods, processes or know-how