|
2033 Oak Industrial Dr. NE, Grand Rapids, MI 49505 www.terryberry.com
<br />REV: 08-05-26 VR
<br />28/36
<br />any of its Affiliates from a third party (collectively, “Third-Party Materials”). Terryberry warrants that the inclusion of such Third-
<br />Party Materials in the SaaS Products will not prevent Customer from exercising the license rights provided to Customer herein in
<br />respect of the SaaS Products or limit Customer’s ability to use the SaaS Products in accordance with this Agreement. Customer, as
<br />applicable, will be responsible for complying with the terms of any licenses and terms and conditions related to Customer’s access,
<br />use or disclosure of Third-Party Materials. Nothing in this Agreement shall diminish or affect any mandatory rights or warranties that
<br />Customer may have in respect of the Third-Party Materials. Notwithstanding anything to the contrary in this Agreement or
<br />elsewhere, Third-Party Materials are provided “as-is” and “as available,” and Terryberry hereby disclaims all representations and
<br />warranties in connection with Third-Party Materials, including, without limitation, warranties of merchantability, fitness for a
<br />particular purpose, noninfringement, title and compliance with law. Customer hereby forever releases Terryberry from any and all
<br />claims and liabilities relating to or arising from Third-Party Materials.
<br />4.6.Compliance with Law. Each Party shall comply with all Applicable Laws and regulations in connection with the performance of its
<br />obligations and the exercise of its rights under the Agreement.
<br />4.7.Disclaimer Any and all warranties, expressed, incorporated or implied, are limited to the extent and period mentioned in the
<br />Agreement . To the maximum extent allowed by applicable law, Terryberry disclaims (and disclaims on behalf of its licensors and/or
<br />contributors to any Third-Party Materials) all other warranties, conditions and other terms, whether express or implied or
<br />incorporated into the Agreement by statute, common law or otherwise, including the implied conditions and warranties of
<br />merchantability and fitness for a particular purpose. Terryberry will have no liability for delays, failures or losses attributable or
<br />related in any way to the use or implementation of third-party hardware, software, or services not provided by Terryberry. Without
<br />limiting the foregoing, any implied warranty of merchantability, implied warranty against infringement, and implied warranty of
<br />fitness for a particular purpose are hereby expressly excluded and disclaimed by Terryberry to the maximum extent allowed by
<br />Applicable Law.
<br />5.Term, Termination, and Suspension.
<br />5.1.Term and Renewal. This Agreement shall be in effect from the Effective Date and shall continue until the end of the term set
<br />forth in the Order (the “Initial Term”), until terminated in accordance with the provisions set forth herein. If no term is set forth in
<br />the Order, the Initial Term shall be twelve (12) months. At the end of the Initial Term and each Renewal Term (as defined herein),
<br />this Agreement and the applicable Order(s) will automatically renew for a successive twelve (12) month period (each a “Renewal
<br />Term”, together with the Initial Term, the “Term”) unless either party gives 90 days written notice of its intent not to renew. Pricing
<br />for any Renewal Term shall be calculated based on Terryberry’s then-current rates in effect at the beginning of such Renewal Term,
<br />unless otherwise agreed in writing by the parties.
<br />5.2.Termination by Either Party. Either Party may immediately terminate this Agreement by providing written notice to the other
<br />Party if the other Party: (i) materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30)
<br />days after receiving written notice demanding cure; (ii) becomes insolvent or assigns all or substantially all of its assets or business
<br />for the benefit of creditors; (iii) commences bankruptcy or dissolution proceedings, has a receiver appointed for a substantial portion
<br />of its assets, or ceases to operate in the ordinary course of business; (iv) suspends, ceases, or threatens to suspend or cease all or
<br />a substantial part of its business; or (v) resolves to wind up, dissolve, or liquidate its business. In addition, either Party may
<br />terminate this Agreement, in whole or in part, or suspend provision of or access to Subscription Services, to the extent necessary to
<br />comply with Applicable Law, and such termination or suspension shall not constitute a breach of this Agreement.
<br />5.3.Termination by Terryberry. Terryberry may immediately terminate this Agreement by providing written notice to Customer if
<br />Customer assigns its rights or obligations in violation of this Agreement, or if Customer fails to pay any amount due when due and
<br />remains in default for thirty (30) days after receiving written notice demanding payment.
<br />5.4.Effect of Termination. Upon termination or expiration of this Agreement: (i) Customer shall immediately cease using the
<br />Subscription Services and shall have no further right to access or use the applicable Subscription Services; (ii) Terryberry’s
<br />obligation to provide the Subscription Services shall terminate immediately; (iii) any accrued rights and obligations will survive; and
<br />(iv) all outstanding fees and other charges under the Agreement or Order (as applicable) will become immediately due and payable.
<br />ATTY/AGR.2026.217/Terryberry (Employee Service Awards) (Page 28 of 36)
|