Statement of Work - Canon Solutions America - No Cost Upgrade to uniFlow Agreement from Corporate to Enterprise Licensing

Home Browse Search

Terms and Conditions (Continued) S. Completion Criteria CSA will have fulfil led its obligations under the SOW when one (1) of the following first occurs: a. CSA completes the Deliverables, or, b. You terminate the SOW for reasons beyond tile control of CSA, 6. Implementation Fees CSA will invoice You per the terms and conditions of the associated acquisition agreement. Tide parties acknowledge tine Project Implementation fee was established oil the scope ofeffort presented to CSA during initial discovery discussions. In the event additional, material requirements are uncovered during the detailed discovery Or Implementation execution, CSA will require a Change Order in accordance with Section 4 hereof and Appendix A (Change Order Form), Period of Performance The approximate time to complete the Implementation is an estimate and is subject to revision. Should CSA encounter challenges to the scope or outside factors that have a material impact on the Implementation, CSA will present a Change Order for tine services and software needed to complete the Job in accordance with Section 4 hercorand Appendix A (Change Order Form), B. Implementation Scheduling & Change Policy CSA will endeavor to work diligently with You to accommodate reasonable schedule requiremenLs. On -site work must be scheduled with a three (3) week minlmum advance notice. CSA recognises circumstances may arise necessitating the rescheduling of the SOW implementation. Schedule changes requested more than fifteen (15) business days prior to the scheduled implementation date will be accommodated with no charge to You. As CSA must reserve engineering resources in anticipation of the requested Implementation date, scheduling changes requested within fifteen (1,5) business days of the scheduled implementation date are subject to a fee of up to, and including, the full cost of the associated professional service fees and travel costs. 9. Limited Warranty and Limitation ofl,iabil,ity CSA makes no warranty for proper functioning of equiproentsupplied by You including, but not limited to: PCs, servers and networks CSA makes no warranty for the proper functioning of your proprietary network, server or workstation software. Proprietary is defined for this purpose as software packages that are not sold by CSA. CSA warrants its workmanship on all installation services provided for a period of thirty (30) days frorn the date such services are rendered. This warranty applies only to the original installation by CSA and does not include alterations or modifications initiated by You or failure of equipment not provided by CSA. THE SERVICES PERFORMED UNDER THIS AGREEMENT ARE ADVISORY AND NO SPECIFIC RESULT IS ASSURED OR, GUARANTEED. CSA EXPRESSLY DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE„ YOU EXPRESSLY ACKNOWLEDGE THAT THE FURNISHING OF SERVICE UNDER THIS AGREEMENT DOES NOT ASSURE UNINTERRUPTED OPERATION AND USE OF EQUIPMENT OR SOFTWARE, CSA SHALL NOT BE LIABLE FOR INJURY OR PROPERTY DAMAGE EXCEPT TO THE EXTENT CAUSED BY CSA"S NEGLIGENCE OR WILLFULL MISCONDUCT. CSA SHALL NOT BE LIABLE FOR EXPENDITURES FOR SUBSTITUTE EQUIPMENT, SOFTWARE OR SERVICES, LOSS OF REVENUE OR PROFIT, LOSS, CORRUPTION OR RELEASE OF DATA, FAILURETO REALIZE SAVINGS OR OTHER BENEFITS, STORAGE. CHARGES OR INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, THIS SOW OR THE DELIVERABLES, REGARDLESS OF THE LEGAL THEORY ON WHICH THECLAIM IS BASED AND EVEN IF CSA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 1.0. Disclaimer This document is the property of and is proprietary to CSA. It is not to be disclosed. in whole or in part without prior written consent of CSA, and, shall not be duplicated or used in whole or 1n part, for any purpose other than to evaluate CSA°s proposal, and shall be rent rned upon request. Client./Customer Unitiad+ .a This document is the property of and is proprietary to Canon Solutions America. It is not to be disclosed in whole or in part without, prior written consent of Canon Solutions America, and shall not be duplicated or used in CANON SOMONSAM WCA whole or in part, for any purpose other than to evaluate Canon Solutions America's proposal, and shall be returned upon request. Page 22 SER-035 December 30, 2016