2022 35 RESOLUTION - Laserfiche WebLink

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2. Fees and Payment: (a) Client agrees to pay all fees specified in this Schedule. Payment terms are net 30 days from date of invoice. All Covered may invoice in advance for any recurring service. Client shall be responsible for all applicable sales taxes, however designated, arising from the services. All Covered may suspend services if Client has failed to pay any undisputed invoice within fifteen (15) days of the due date. Undisputed invoices not paid by the due date may be subject to a monthly service charge which is the lesser of one and one-half percent (1 %%) per month or the highest rate allowed by law. (b) All Covered reserves the right to (i) equitably adjust the fees if the supported environment materially changes, such as changes to the number of end users, workstations, servers, supported network elements, warranty or hardware maintenance coverage, or if the level of support required by Client changes; and (ii) increase its fees upon expiration of the Initial Term or any Renewal Term; . All Covered shall provide at least thirty (30) days prior notice of any fee increases or changes to terms. All Covered may also charge Client for the time utilized in the development of quotes for hardware or software not ultimately purchased through All Covered at the then - current hourly rate for contracted clients. 3. Limited Warranty: (a) All Covered warrants for a period of thirty (30) days following delivery (the "Warranty Period") that all services shall be performed in a professional manner in accordance with generally applicable industry standards. All Covered's sole liability (and Client's exclusive remedy) for any warranty claim shall be for All Covered to re -perform any deficient services or, if All Covered is unable to remedy such deficiency within thirty (30) days, to void the invoice for the deficient services. All Covered shall have no obligation with respect to a warranty claim (i) if notified of such claim after the Warranty Period or (ii) if the claim is the result of third -party hardware or software failures, or the actions of Client or a third party. (b) THIS SECTION 3 IS A LIMITED WARRANTY, AND SETS FORTH THE ONLY WARRANTIES MADE BY ALL COVERED. ALL COVERED MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. ALL SOFTWARE AND HARDWARE PROVIDED OR INSTALLED BY ALL COVERED HEREUNDER ARE SUBJECT EXCLUSIVELY TO THE RESPECTIVE MANUFACTURER'S WARRANTY. 4. COMPENSATION FOR HIRING OTHER PARTY'S EMPLOYEES: During the term of this Schedule and for twelve (12) months thereafter, if either party hires (whether as an employee, independent contractor or otherwise) any employee of the other party (or ex -employee within six (6) months of such employee's termination of employment) who was directly involved in the provision of Services hereunder, the hiring party shall pay to the other parry as reasonable compensation for the loss of the employee the sum of Fifty Thousand Dollars ($50,000). 5. LIMITATION OF LIABILITY: (A) NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR INTERRUPTION OF SERVICES, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR LOSS OR INCREASED EXPENSE OF USE), WHETHER IN AN ACTION IN CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR STRICT LIABILITY, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES. (B) ALL COVERED SHALL NOT BE RESPONSIBLE FOR (1) PROBLEMS THAT OCCUR AS A RESULT OF THE USE OF ANY THIRD -PARTY SOFTWARE OR HARDWARE; OR (II) NETWORK OUTAGES, MALWARE ATTACKS, OR UNAUTHORIZED ACCESS TO NETWORK OR DATA RESULTING FROM CLIENT'S FAILURE TO FOLLOW ALL COVERED'S REASONABLE WRITTEN RECOMMENDATIONS. (C) EXCEPT FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, ALL COVERED'S TOTAL AGGREGATE LIABILITY TO CLIENT ARISING OUT OF THIS SCHEDULE, REGARDLESS OF THE LEGAL THEORY UPON WHICH SUCH LIABILITY MAY BE BASED, SHALL NOT EXCEED THE TOTAL PAYMENTS MADE BY CLIENT TO ALL COVERED FOR THE SERVICES IN QUESTION IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST OCCURRENCE OF THE EVENT GIVING RISE TO SUCH LIABILITY. (v6.10.2022) Page 9