Resolution 2015-093 - Laserfiche WebLink

Home Browse Search

10.1.Limitation of Liability.NEITHER PARTY'S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT(WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY)SHALL EXCEED THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT. 10.2.Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL,CONSEQUENTIAL,COVER OR PUNITIVE DAMAGES HOWEVER CAUSED,WHETHER IN CONTRACT,TORT OR UNDER ANY OTHER THEORY OF LIABILITY,AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. 11.TERM AND TERMINATION 11.1.Term of Agreement.This Agreement commences on the date You accept it and continues until all subscriptions granted in accordance with this Agreement have expired or been terminated. If You elect to use the Services for a free trial period and do not purchase a subscription before the end of that period,this Agreement will terminate at the end of the free trial period. 11.2.Term of Purchased User Subscriptions. Subscriptions purchased by You commence on the start date specified within the initial invoice and continue for the subscription term specified therein. Except as otherwise specified in the initial and subsequent invoices,all User subscriptions shall automatically renew for additional periods equal to the expiring subscription term or one year(whichever is shorter),unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. The per-unit pricing during any such renewal term shall be the same as that during the prior term unless We have given You written notice of a pricing increase at least 60 days before the end of such prior term,in which case the pricing increase shall be effective upon renewal and thereafter.Any such pricing increase shall not exceed 7%of the pricing for the relevant Services in the immediately prior subscription term, unless the pricing in such prior term was designated in the relevant initial invoice as promotional or one-time. 11.3.Termination for Cause.A party may terminate this Agreement for cause: (i)upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period,or(ii)if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. 11.4.Refund or Payment upon Termination.Upon written notice by You informing Us of a termination date at least 30 days in advance,We shall refund You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. In no event shall any termination relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of termination. 11.5.Return of Your Data.At any time before an effective date of termination of a Purchased Services subscription, You may download Your Data via comma separated value(.csv)format from within the system.After termination,We shall maintain the ability for you to transfer Your Data to an additional subsequent Purchased Services subscription for a period of one year. Unless You instruct Us to delete all of Your Data sooner,We will delete all of Your Data in Our systems one year after the effective date of termination. Further,We shall not withhold access to Your Data at anytime and for any reason whatsoever during the term of this Agreement and after termination." 11.6.Surviving Provisions.Section 5(Fees and Payment for Purchased Services),6(Proprietary Rights), 7