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REV: 10-03-24 MI <br />b. This Agreement does not contemplate any customized products, services, work-for-hire, or code <br />developed exclusively for Customer. In the event that the Parties agree that Company shall <br />provide such non-standard Professional Services, the description of the services and applicable <br />ownership rights with respect to such Professional Services will be set forth in a separately <br />executed Professional Services Agreement. This Agreement does not contemplate any IP rights <br />beyond the terms provided herein. <br />c. Company will make available to Customer all updates and any documentation for such updates to <br />the Services. Company will use commercially reasonable efforts to ensure that (i) new features or <br />enhancements to existing features are synchronized with the previous version, and (ii) updates <br />will not degrade the performance, functionality, or operation of the Services. General <br />maintenance of the system is completed on a regular basis to ensure optimal performance of the <br />Services. <br />d. Data Storage. All Customer Data will be stored, processed, and maintained solely in data centers <br />located in the United States. <br />e. Backup and Recovery of Customer Data. Company is responsible for maintaining a backup of the <br />Customer Data and for an orderly and timely recovery. Company shall maintain a <br />contemporaneous backup of Customer Data that can be recovered within a reasonable period of <br />time. <br />3. CUSTOMER RESTRICTIONS AND RESPONSIBILITIES. <br />a. Customer will not, directly or indirectly: (i) reverse engineer, decompile, disassemble or <br />otherwise attempt to discover the source code, object code or underlying structure, ideas, know- <br />how or algorithms relevant to the Services or any software, documentation, or data related to the <br />Services (“Software”); (ii) modify, translate, or create derivative works based on the Services or <br />any Software (except to the extent expressly permitted by Company or authorized within the <br />Services); nor (iii) use the Services or any Software for timesharing or service bureau purposes. <br />b. Customer represents, covenants, and warrants that Customer will use the Software in compliance <br />with all applicable laws and regulations. Customer hereby agrees to hold harmless Company <br />against any damages, losses, liabilities, settlements and expenses in connection with any claim or <br />action that arises from an alleged violation of the foregoing. <br />c. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services <br />needed to connect to, access or otherwise use the Services, including, without limitation, <br />modems, hardware, servers, software, operating systems, networking, web servers and the like. <br />d. At no time is it permissible for an Authorized User to share their login credentials. The number of <br />Authorized Users hereunder is specified in the Order Form or as formally requested and <br />approved, in writing, during the Term. Customer is solely responsible for maintaining the status <br />of its Authorized Users and the confidentiality of all login credentials and other Portal access <br />information under its control. Customer will notify Company immediately if Portal information is <br />lost, stolen, or disclosed to an unauthorized person or any other breach of security in relation to <br />its passwords, usernames, or other Portal access information that may have occurred or is likely <br />to occur. <br />4. CONFIDENTIALITY; PROPRIETARY RIGHTS <br />a. Duty Not to Disclose Confidential Information. In connection with the Agreement, Recipient, and <br />its employees and agents, may have access to the Confidential Information of the Discloser. <br />ATTY/AGR.2024.180/Neighborly Software (Page 18 of 26)