AgdaPkt 2018-01-22 Joint SA PFA - Laserfiche WebLink

Browse Search

6.1.1. - Page 16 or incurred by Hyland and arise from or in connection with the breach or noncompliance with the terms of this Agreement by any Contractor that does not sign a Contractor Use Agreement, For clarification, Customer is not required to cause Contractors acting in a staff' capacity (i,e. Contractors that are not doing anything listed in (a), (b), or (c) above) to sign a Contractor Use Agreement. 1.9 No High Risk Use. The Software is not fault-tolerant and is not guaranteed to be error free or to operate uninterrupted. The Software is not designed or intended for use in any situation where failure or fault of any kind of the Software could lead to death or serious bodily injury to any person, or to severe physical or environmental damage ("High Risk Use"). Customer is not licensed to use the Software in, or in conjunction with, High Risk Use. High Risk Use is STRICTLY PROHIBITED. High Risk Use includes, for example, the following: aircraft or other modes of human mass transportation, nuclear or chemical facilities, life support systems, implantable medical equipment, motor vehicles, or weaponry systems. High Risk Use does not include utilization of the Software for administrative purposes, to store configuration data, engineering and/or configuration tools, or other non -control applications, the failure of which would not result in death, personal injury, or severe physical or environmental damage. These non- controlling applications may communicate with the applications that perform the control, but must not be directly or indirectly responsible for the control function, Customer agrees not to use, distribute or sublicense the use of the Software in, or in connection with, any High Risk Use. Customer agrees to indemnify and hold harmless Hyland from any third - party claim arising out of Customer's use of the Software in connection with any High Risk Use. 1.10 Audit Rights, Upon reasonable notice to Customer, Nyland shall be permitted access to audit Customer's use of the Software solely in order to determine Customer's compliance with the licensing and pricing terms of this Agreement. Customer shall reasonably cooperate with Hyland with respect to its performance of such audit. Customer acknowledges and agrees that Customer is prohibited from publishing the results of any benchmark test using the Software to any third party without Hyland's prior written approval, and that Customer has not relied on the future availability of any programs or services in entering into this Agreement. 1.11 AnyDoa. The optional AccuZip component of the OCR for AnyDoc and AnyDoc EXCHANGEit Software products contains material obtained under agreement from the United States Postal Service (USPS) and must be kept current via an update plan provided by Hyland to maintain Customer's continued right to use. The USPS has contractually required Hyland to include "technology which automatically disables access to outdated (zip code] products." This technology disables only the AccuZip component and is activated only if AccuZip is not updated on a regular and timely basis. Hyland regularly updates the zip code list as part of Maintenance and Support for the AccuZip module. 2. U.S. GOVERNMENT END USERS. If applicable, the terms and conditions of this Agreement shall pertain to the U.S. Government's use and/or disclosure of the Software and the Work Products, and shall supersede any conflicting contractual terms or conditions. By accepting the terms of this Agreement and/or the Delivery of the Software, the U.S, Government hereby agrees that the Software qualifies as " commercial" computer software within the meaning of ALL U.S. federal acquisition regulation(s) applicable to this procurement and that the Software is developed exclusively at private expense. If this license fails to meet the U.S. Government's needs or is inconsistent in any aspect with U.S. Federal law, the U.S. Government agrees to return the Software and Work Products to Hyland. In addition to the foregoing, where DFARS is applicable, use, modification, reproduction, release, display, or disclosure of the Software, Work Products or Documentation by the U.S. Government is subject solely to the terms of this Agreement, as stated in DFARS 227.7202, and the terms of this Agreement shall supersede any conflicting contractual term or conditions. 3. LIMITED WARRANTY FOR SUPPORTED SOFTWARE AND WORK PRODUCTS. 3.1 Sumorted Software. For a period of sixty (60) days from and including the date a Supported Software module listed in the Initial Purchase Table Schedule has been Delivered to Customer, and for a period of sixty (60) days from and including the date any other Supported Software module has been Delivered to Customer, Hyland warrants to Customer that such Supported Software module, when properly installed and properly used, will function in all material respects as described in the Documentation. The terms of this warranty shall not apply to, and Hyland shall have no liability for any non -conformity related to: (a) any Retired Software modules, or (b) any Supported Software module that has been (i) modified by Customer or a third party, (ii) used in combination with equipment or software other than that which is consistent with the Documentation, or (iii) misused or abused. 3.2 Work Products. For a period of sixty (60) days from and including the date that Hyland has delivered a completed Work Product to Customer, Hyland warrants to Customer that such Work Product, when properly installed and properly used, will function in all material respects as described in the Documentation. The terms of this warranty shall not apply to, and Hyland shall have no liability for any nonconformity related to, any Work Product that has been (a) modified or added to by Customer or a third party, (b) used in combination with equipment or software other than that which is consistent with the Documentation, or (c) misused or abused. REV: 01-09-18 J5 Page 13 of 51 ATTY/AGR.2018,001/Hyland Onbase ACMS