Res 2003-066 - Laserfiche WebLink

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software additions, modifications, deletions or the provision of substitute software which meets the system functions as specified in this Agreement. Ali software additions, modifications and substitution must integrate fully with other sofavare packages in the system; (e) that San Marcos's use of the Software in accordance with this Agreement will not in any way constitute an infringement or other violation of any United States or Canadian copyright, trade secret, trademark, patent, invention, proprietary information or nondisclosure rights of any third party; and (f) that all services performed by Harris under this Agreement will be performed in a professional workmanlike manner by persons qualified by training and experience to perform such services and that such services will be sufficient to enable San Marcos to fully use the System for San Marcos' intended purpose; (g) that San Marcos shall have quiet enjoyment of the Software, and that no change in the organization, structure or ownership of Harris shall in any way interfere or diminish San Marcos' use, possession and enjoyment of the Software. 4.2 Indemnity. Harris shall indemnify and hold harmless San Marcos and its Representatives from any claims, demands or actions alleging losses, costs, expenses or damages, including reasonable legal fees and all settlement costs arising out of any proprietary rights claim, suit, action or judgment resulting from the use of the Software by San Marcos in accordance with the provisions of this Agreement, provided that San Marcos notifies Ha~s promptly in writing of the claim and gives Harris the right to participate fully in the defense of such claim. San Marcos will assist Harris, in reasonable ways, in the preparation of information helpful to Harris in defending San Marcos. San Marcos retains the right to offset against any amounts owed Harris any such monies expended by San Marcos in defending itself. Should a court order be issued restricting San Marcos' use of the Sof~ware, at the option of San Marcos, Harris shall at its sole expense, (1) provide for San Marcos the right to continue using the contested software, or (2) provide substitute products to San Marcos which are in its opinion of equal or greater quality, or (3) refund all monies paid to Harris by San Marcos for the Software subject to the court order. 4.3 Remedy for Breach of Warranty. San Marcos's sole remedy, and Harris' sole obligation, for a breach of warranty, express or implied, shall be limited to the correction of Software errors that cause the breach of warranty or re-performance of services as warranted. If Harris is unable to make the Sof~ware operate as warranted or perform the services as warranted, San Marcos shall be entitled to recover from Harris any Software License Fees paid to Harris for the unsatisfactory Software or services. Harris' liability shall not include liability for any lost profits, incidental or consequential damages, or for any claim or demand against San Marcos or any other party. 4.4 No Other Warranties. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESSED OR IMPLIED, RELATING TO THE PROVISION OR PERFORMANCE OF THE, SOFTWARE OR RELATED SERVICES HEREUNDER iNCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OR MERCHANTABLE QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE.