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telecommunication or interruption of Internet service, or any causes of like or different kind beyond any <br />reasonable control of the party. <br />14.5. Waiver. The failure of either party to insist in any instance upon any payment or performance when due by <br />the other party, shall not relieve such other party of its any of obligations with respect to such performance, <br />or constitute a waiver of such party's right to insist upon the full and timely performance in the future of any <br />of the other parry's obligations under the Agreement. <br />14.6. Severability. If any of the provisions of the Agreement shall be held by a court of competent jurisdiction for <br />any reason to be unenforceable by reason of being excessively broad, or excessively narrow or limited, in <br />its scope or duration, the offending provision(s) automatically shall be deemed amended so as to be as broad <br />as is permissible (if the unenforceability is due to excessive breadth) or as narrow or limited (if the <br />unenforceability is due to excessive narrowness or limitation) as is permitted by applicable law. The <br />unenforceability or invalidity of any one provision shall not affect the remainder of the Agreement, which <br />shall continue in full force and effect. <br />14.7. Verifying Compliance. You grant to Kaseya the right to monitor usage by all Authorized Users and to <br />audit your books, records and accounts, at Kaseya's expense, during your normal business hours to verify <br />compliance with the Agreement, and you agree to make available to Kaseya or its representatives any <br />records pertaining to the Agreement. If any audit reveals that any additional fees are owed in excess of five <br />percent (5%) of the total fees paid during the audited time period, then such fees owed be paid immediately <br />and the cost of such audit shall be reimbursed by you. If any password has been provided to an individual <br />that is not an Authorized User, you agree to disable any such passwords without delay and to notify Kaseya <br />immediately. <br />14.8. Interpretation. In this EULATOS, unless the context otherwise requires: the singular includes the plural <br />and vice versa; references to sections or subsections are to sections and sections of this EULATOS; <br />references to persons include individuals, trusts, partnerships, unincorporated bodies, government entities, <br />companies and/or corporations (in each case whether or not having separate legal personality); references to <br />including and include(s) shall be deemed to mean respectively including without limitation and include(s) <br />without limitation; section headings are for convenience and do not affect the interpretation of this <br />EULATOS; and a reference to a particular law is a reference to it as it is in force for the time being taking <br />account of any amendment, extension, application or re-enactment and includes any subordinate legislation <br />for the time being in force made under it. <br />14.9. Agreement Priority. The terms of this EULATOS govern your access to and use of the Software and <br />Services, provided that to the extent there is an applicable separate non -electronic agreement manually <br />signed by authorized representatives of the parties, the order of precedence shall be the signed agreement <br />and this EULATOS. Except as set forth in the preceding sentence or otherwise indicated in this EULATOS, <br />this EULATOS shall govern in case of a conflict between the EULATOS and the Documentation. If the <br />applicable Software has Upgrades or Updates from an earlier version of the Software or if you make follow- <br />on purchases, it is done so on a license -exchange basis. You agree by your installation and use of such <br />Upgrades, Updates or new Software or Services: (a) that the current EULATOS included therewith which <br />will also be set forth at http://www.kaseya.com/Le ap 1 asp applies to all of your Software or Service <br />purchases; (b) to voluntarily terminate your earlier EULATOS; and (c) that you will not continue to use the <br />earlier version of the Software or transfer it to another person or entity. <br />14.10. Notices and Electronic Communications. Kaseya may give notice by means of a general notice on the <br />Software or Service, electronic mail to your e-mail address on record in Kaseya's account information, or by <br />written communication sent by first class mail or pre -paid post to your address on record in Kaseya's <br />account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after <br />mailing or posting (if sent by first class mail or pre -paid post) or 12 hours after sending (if sent by email). <br />You may give notice to Kaseya (such notice shall be deemed given when received by Kaseya) at any time <br />by any of the following: letter sent by confirmed facsimile or third party confirmed mail delivery to Kaseya <br />at the address set forth on the Website. The Services and Software are conducted and provided <br />electronically and you agree that Kaseya may communicate electronically with you for matters relating to <br />the Services and Software, including educational information and notifications regarding product updates, <br />incentive and rewards programs, training opportunities and ways to more efficiently use the Software and <br />15 <br />