2018-173 - Laserfiche WebLink

Home Browse Search

�KRITIIS® then in effect, the initial Software Updates needed to bring its System up to Harris's Current Software Release Levels, as well as any hardware which may be required to accommodate such Updates. C. Due Date. Subscriber's first-year Software FX Fee will be invoiced upon receipt of this Agreement signed by Subscriber. Payment will be due thirty (30) days from the date of the invoice. Subscriber's subsequent years' Software FX Fees will be automatically invoiced sixty (60) days prior to the commencement of the subsequent year's term. Payment of all amounts due is a condition precedent to Harris providing any future Software Updates or other services. D. Taxes. In addition to all fees specified herein, Subscriber shall pay the gross amount of any present or future sales, use, excise, value-added, or other similar tax applicable to the price, sale or delivery of any products or services furnished hereunder or to their use by Subscriber, unless Subscriber shall otherwise furnish Harris with a tax -exemption certificate acceptable to the applicable taxing authorities. E. Discontinuance. Subscriber understands that if Subscriber discontinues and then subsequently resumes participation in the Software FX Program, Subscriber will be required to pay a re-entry fee for any benefits provided to Subscriber upon re-entry to the Software FX Program plus the Software FX Fee for the term then commencing. 11. TERM & TERIVIINATION A. Software FX services will be provided by Harris to Subscriber for an initial one-year term, as defined in Exhibit A to this Agreement, and thereafter on a year-to-year basis as provided herein, subject to prior payment in full of all outstanding fees and charges at the time of renewal and compliance with the provisions of this Agreement. B. Provided Subscriber is then in full compliance with all of its obligations, Subscriber's Software FX enrollment shall be automatically renewed on a succeeding yearly basis thereafter unless either party notifies the other in writing, at least ninety (90) days prior to the end of the yearly period then in effect, that this Agreement will not be renewed. C. Harris shall have the right to suspend or terminate this Agreement upon thirty (30) days' prior written notice if Subscriber fails to pay any fees or charges due hereunder or if Subscriber commits any other breach of this Agreement or commits any breach of any applicable Software license Agreement for any Licensed Program being supported under this Agreement, any contract between Subscriber and Harris or any other obligation of Subscriber to Harris or any of its affiliates. D. Harris shall have the right to discontinue providing Software FX services (including Updates) for any Licensed Program supported under this Agreement. Software Updates may be discontinued at any time at Harris's discretion. Other services shall not be discontinued without at least ninety (90) days' prior written notice by Harris to Subscriber. Notwithstanding any other provision of this Agreement, as Subscriber's sole and exclusive remedy Harris will provide a pro -rata refund of Subscriber's annual Software FX Fee if Harris elects to discontinue providing Software FX services for any Licensed Program supported under this Agreement. E. Except as provided in Section I I.D. above, under no circumstances (including any termination of this Agreement) shall any fees paid pursuant to this Agreement be refundable once paid by Subscriber. 12. LIMITATION OF LIABILITY EXCEPT FOR PERSONAL INJURY OR DEATH, HARRIS' TOTAL LIABILITY ARISING FROM THIS AGREEMENT WILL BE LIMITED TO THE AGGREGATE AMOUNT OF SOFTWARE FX FEES PAID TO HARRIS UNDER THIS AGREEMENT. 13. GOVERNING LAW AND DISPUTE RESOLUTION This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, excluding its rules pertaining to conflict of laws. Subscriber consents to the personal jurisdiction of the state and federal courts in the Commonwealth of Virginia. By entering into this Agreement, Harris and Subscriber hereby Page 7 of 10