2023-098A - Laserfiche WebLink

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5.1 Term. The term of this Agreement shall be for a period of one (1) year beginning on the Effective Date. Upon written agreement by the parties, this Agreement may be renewed for subsequent one (1) year terms. 5.2 Termination. Either party may terminate this Agreement at any time by providing to the other party sixty (60) days written notice of a desire to terminate. Such termination shall be effective upon the expiration of the sixty (60) day period unless otherwise agreed to in writing by the parties. In the event of a breach of the terms of this Agreement by either party, the non - breaching party may provide written notice of such breach to the breaching party. The breaching party shall have fifteen (15) days following receipt of such notice to cure the breach complained of. If the breaching party fails to remedy the breach within the fifteen (15) day period, the non - breaching party may terminate this Agreement, with such termination to be effective immediately. 6. Support and Warranties. 6.1 Support. UWIRC or its suppliers shall provide Indian River County the support for the Software as set forth in Exhibit C. UWIRC may outsource all or any portion of the services, including without limitation support services, for the Software and the Software Site, and all or any portion of the provision of the Software Site, to a third party supplier in UWIRC's sole discretion. In the event UWIRC's suppliers charge UWIRC a fee for any services provided to Indian River County or if UWIRC or its suppliers incur expenses in providing any services to Indian River County UWIRC may invoice Indian River County for such fees and expenses under Section 2.2. 6.2 TIO Warranty. INDIAN RIVER COUNTY UNDERSTANDS AND AGREES THAT THE SOFTWARE AND THE SOFTWARE SITE ARE PROVIDED "AS IS" AND "AS AVAILABLE." UWIRC AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON -INFRINGEMENT. NEITHER UWIRC NOR ITS SUPPLIERS MAKE ANY WARRANTY OR REPRESENTATION REGARDING THE SOFTWARE, THE SOFTWARE SITE, OR ANY INFORMATION, MATERIALS, GOODS OR SERVICES OBTAINED THROUGH THE SOFTWARE OR THE SOFTWARE SITE. NEITHER UWIRC NOR ITS SUPPLIERS MAKE ANY WARRANTY OR REPRESENTATION THAT THE SOFTWARE OR THE SOFTWARE SITE WILL MEET INDIAN RIVER COUNTY REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR -FREE. USE OF THE SOFTWARE AND THE SOFTWARE SITE ARE AT INDIAN RIVER COUNTY SOLE RISK. NEITHER UWIRC NOR ITS SUPPLIERS SHALL BE RESPONSIBLE FOR PROBLEMS CAUSED BY INDIAN RIVER COUNTY COMPUTER HARDWARE OR OPERATING SYSTEMS. 6.3 Third Party Supplier. In UWIRC's sole discretion, UWIRC may outsource all or any portion of the provision of the Software Site and all or any portion of the services for the Software and the Software Site to a third party supplier. In the event the relationship between UWIRC and its supplier is severed or the supplier cannot deliver on all or any portion of the provision of the Software Site, or on any services for the Software or the Software Site, UWIRC may terminate this Agreement in accordance with Section 5.2. 7. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY, ITS PRINCIPALS, COMMISSIONERS, OFFICERS OR EMPLOYEES BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR