2002-095 Ordinance - Laserfiche WebLink

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? INCLtJDING, BUT NOT LIMITED TO, WARRANT(ES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OMISSIONS, COMPLETENESS, CURRENTNESS AND DELAYS. SUBSCRIBER'S EXCLUSIVE REMEDY AND WESTS, ITS AFFILIATES AND/OR CONTRIBUTORS' ENTIRE LIABILITY UNDER THIS AGREEMENT, IF ANY, FOR ANY CLAIM(S) FOR DAMAGES RELATING TO THE SERVICES OR THE SERVICE DATA WHICH ARE MADE AGAINST THEM, INDIVIDUALLY OR JOINTLY, WHETHER BASED IN CONTRACT OR NEGLIGENCE, SHALL BE UMITED TO THE AGGREGATE AMOUNT OF CHARGES PAID BY SUBSCRIBER RELATIVE TO THE SPECIFIC SERVICE, PRODUCT OR FEATURE (i.e., DATABASE, SERVICE OR FEATURE), AS APPIICABLE, WHICH IS THE BASIS OF THE CLAIM(S) DURING THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RlSE TO SUCH CLAIM. IN NO EVENT SHALL WEST, ITS AFFILIATES ANO/OR CONTRIBUTORS BE LIABLE TO SUBSCRIBER FOR ANY CLA1M(S) RELATING IN ANY WAY TO (i) SUBSCRIBER'S INABILITY OR FAILURE TO PERFORM ANY RESEARCH OR RELATED WORK OR TO PERFORM SUCH RESEARCH OR WORK PROPERLY OR COMP!_ETELY, EVEN IF ASSISTED BY WEST, ITS AFFILIATES OR CONTRIBUTORS, OR ANY DECISION MADE OR ACTION TAKEN BY SUBSCRtBER IN RELIANCE UPON SERVICE DATA, OR (ii) ANY LOST PROFITS OR OTHER CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES RELATING IN WHOLE OR IIV PART TO SUBSCRIBER'S RIGHTS HEREUNDER OR U3E OF, OR INABILITY TO USE THE SERVICE DATA EVEN IF WEST, ITS AFFILIATES AND/OR CONTRlBUTORS HAVE BEEN ADVISEO OF THE POSSIBiLITY OF SUCH DAMAGES, OR (iii) THE PROCURING, COMPILING, tNTERPRETING, EDITING, WRITING, REPORTING OR DELIVERING SERVICE DATA. FURTNER, WEST SHALL HAVE NO LIABILITY WHATSOEVER TO SUBSCRIBER FOR ANY CLAIM(S) RELATING IN ANY WAY TO ANY THIRD PARTY FEATURE. 7. Limitation of Claims Except for Gaims relating to Charges or improper use of the Service Data, no claim, regardless of fortn, which in any way arises out of this Agreement or the use of, or inability to use, the Senrices, Service Data or Features may be made, nor action based upon such Gaim brought under this Agreement morethan one year after the basis for the daim becomes known to the party desiring to assert it. 8. Effect of Agreement This Agreement (which inGudes all applicable Order Forms, Additional Terms and the like) embodies the entire understanding between the parties with respect to the subject matter of this Agreement and except as othervvise provided herein supersedes any and all pnor understandings and agreements, oral or written, reladng to the subject matter. Except as otherwise provided in this Agreement, West may amend the terms and conditions of this Agreement by giving Subscriber at least 30 days prior written or online notice. Any other amendment must be in writing and signed by both parties. 9. Tem? and Tertnination This Agreement and each Order Form incorporated herein will become effective upon approval by West in St Paul, Minnesota and will continue for a minimum of 12 months. Thereafter, Subscriber may tertninate any one or more product subscxiptions by giving written notice of termination. West may terminate a product subscription upon 30 days prior written notice, if such Service is no longer commeraally avaitable. Subscxiber may tertninate immediately by giving written notice of termination after receiving notice of any amendment (as pertnitted under paragraph 8) containing new tertns that materially alter the terms of this Agreement and are unacceptable to Subscriber. West may tertninate this Agreement, induding all product subscripUons immediately upon giving written noGce of termination to Subscriber 'rf Subscriber commits a material breach of this Agreement or of any obligadon to West under any other agreement between the parties. Subscriber _may tertninate this Agreement or any one or more of Subscribers product subscrtptions immediately upon giving written notice of termination if West commits a materiat breach hereof. 10. Force Majeure WesYs performance under this Agreement is subject to intercuption and delay due to causes beyond its reasonable control such as acts of God, acts of any govemment, war or other hostility, civil disorder, the elements, fire, explosion, power failure, equipment failure, industrial or labor dispute, inability to obtain necessary supplies and the like. 11. Notices Except as otherwise provided in this Agreement, all notices must be given in writlng to West at 610 Opperman Dnve, P.O. Box 64833, St. Paul, Minnesota 55164-0833, Attention: Customer Servtce, and tc Subscriber at the address set forth below. 12. General Provisions E This Agreement wiu pe governed by and construed under the law oi .,,e state of Minnesota. U.S.A. without regard to conflicts of law provisions. The parties agree that the state and federal courts sitting in Minnesota will have exdusive jurisdiction over any cfaim arising out of this Agreement and each party Consents to the exclusive junsdiciion of such courts. Neither this Agreement nor any part or portion hereof may be assigned, subliCensed or otherwise transferred by Subscriber without WesYs prior written consent. 5hould any provision of this Agreement be held to be void, invalid, unenforceable or illegal by a court, the validity and enforceability ot the other provisions will not be affected thereby. Failure of either party to enforce any provision of this Agreement will not consGtute or be wnstrued as a waiver of such provision or of the right to enforce such provision. The headings and captions contained in this Agreement.are inserted for convenience only and do not constitute a part hereof. 13. ExpoR Laws The Services, the Services technology and its related documentation may be subject to and may not be exported or reexported in violation of the U.S. Export Administration Act and its implementing regulations. M W 2/1/02 00000000 117.dot