Agmt18 Hyland Software - Laserfiche WebLink

Browse Search

(3) the "unused portion of annual maintenance fees" (as defined in Section 5.2 of the Maintenance Schedule) paid by Customer for the then -current maintenance period of the Maintenance Schedule as determined from the date of removal; plus (4) the full services fees paid by Customer for the creation and implementation of the infringing portion of the Work Products (if any), plus (5) the unamortized services fees (determined as provided below) paid by Customer for all non - infringing Work Products (if any). In determining the "unamortized" amount of any Software license fees or services fees hereunder, such amount shall be determined based upon a three (3) year straight-line amortization schedule commencing on the date the Software in question is Delivered by Hyland to Customer. 5.3 Exclusions. Notwithstanding anything to the contrary, Hyland shall have no obligation to Customer to defend or satisfy any claims made against Customer and otherwise described in this Section 5 that arise from: (1) use of the Software or Work Products by Customer other than as expressly permitted by this Agreement; (2) the combination of the Software or Work Products with any product not famished by Hyland to Customer, (3) the modification or addition to the Software or Work Products other than by Hyland or any of its authorized solution providers specifically retained by Hyland to provide such modification or addition; or (4) the Customer's business methods or processes. 5.4 THIS SECTION 5 STATES HYLAND'S ENTIRE LIABILITY AND THE SOLE AND EXCLUSIVE REMEDY OF CUSTOMER WITH RESPECT TO ANY ALLEGED INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY OR PROPRIETARY PROPERTY BY THE SOFTWARE OR THE WORK PRODUCTS. 5.5 This Section 5 shall survive the expiration or other termination of this Software License Schedule. 6. TERMINATION. 6.1 By Customer. Customer may terminate this Software License Schedule - Perpetual pursuant to Section 1.2 of the General Terms. 6.2 Effects of Termination. Upon any termination of this Software License Schedule - Perpetual in its entirety, any license to use the Software and Work Products will automatically terminate without other or father action on the part of any party; and Customer shall immediately: (a) discontinue any and all use of the Software, Work Products and Documentation; and (b) either (1) return the Software, Work Products and Documentation to Hyland, or (2) with the prior permission of Hyland, destroy the Software, Work Products and Documentation and certify in writing to Hyland that Customer has completed such destruction. REV: 01-09-18 IS Page 15 of 51 ATTY/AGR.2018.001/Hyland Onbase ACMS