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iii. the individual signing this Agreement, and all Orders (where applicable), is <br />duly authorized to do so. <br />Xerox Warranties. <br />i. Services Warranty. Xerox warrants to the Customer that the Services will be <br />performed in a professional and workmanlike manner by Xerox personnel with <br />appropriate training, experience and skills in accordance with the applicable <br />Order. If the Services do not comply with the SLAB or other requirements set <br />forth in the applicable Order, Customer will notify Xerox in writing detailing its <br />concerns and, within 10 days following Xerox's receipt of such notice, Xerox <br />and Customer will meet, clarify the Customer's concern(s) and begin to develop <br />a corrective action plan. As Customer's exclusive remedy under this warranty <br />for Xerox's non-compliance with this warranty, Xerox will either modify the <br />Services to comply with the applicable SLAs or other requirements or re -do the <br />work at no additional charge within 60 days of finalizing the plan or another time <br />period agreed to in writing by the parties. <br />ii. Equipment Warranty. Any Equipment warranty to which Customer is entitled <br />shall commence upon the Date of Installation. Use by Customer of <br />consumables not approved by Xerox that affect the performance of the <br />Equipment may invalidate any applicable warranty. <br />iii. Third Party Product Warranty. Where Xerox in its sole discretion selects and <br />supplies Third Party Products, Xerox warrants they will operate substantially <br />in conformance with applicable SLAB or other requirements in the Order. <br />Customer's sole remedy for breach of this warranty is to return the Third Party <br />Product to Xerox and then receive a refund of any fees paid for such non- <br />conforming Third Party Product, less a reasonable usage fee. If Customer <br />requests a specific Third Party Product, Xerox will pass-through as permitted <br />any third party warranties. <br />iv. Exclusions. Xerox shall not be responsible for any delay or failure to perform <br />the Services or provide Products, including achieving any associated SLAB or <br />other requirements in the applicable SOWS, DOSs or Orders, to the extent <br />that such delay or failure is caused by: <br />(a) Customer's failure or delay in performing its responsibilities under <br />this Agreement; <br />(b) reasons outside Xerox's reasonable control, including Customer <br />Assets, Customer Content, or delays or failures by Customer's agents, <br />suppliers or providers of maintenance and repair services for <br />Customer Assets; or <br />(c) unauthorized modifications to Equipment, Third Party Hardware or the <br />Output of Services. <br />C. Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE <br />EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL <br />OTHER WARRANTIES, EXPRESS OR IMPLIED, AND XEROX DISCLAIMS AND <br />CUSTOMER WAIVES ALL OTHER WARRANTIES INCLUDING ANY WARRANTY OF <br />MERCHANTABILITY, NON -INFRINGEMENT OR FITNESS FOR A PARTICULAR <br />PURPOSE. EXCEPT AS EXPRESSLY PROVIDED HEREIN AND AS PERMITTED BY <br />APPLICABLE LAW, CUSTOMER WAIVES ALL RIGHTS AND REMEDIES <br />CONFERRED UPON A LESSEE BY ARTICLE 2A OF THE UNIFORM COMMERCIAL <br />CODE. <br />d. The warranties set forth in this Agreement are expressly conditioned upon the use of the <br />Services, Products and Output of Services for their intended purposes in the systems <br />environment for which they were designed and shall not apply to any Services, Products <br />or Output of Services which have been subject to misuse, accident or alteration or <br />modification by Customer or any third party. <br />FL -University of So. Florida Master Agreement (Schedule A) <br />11/26/2017 <br />212 <br />