Res 1997-092 - Laserfiche WebLink

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JUN-04-1997 15:05 WILTEL 71..) 307 4090 P.04/13 '1(~ caused by the negligence of WilTel during delivery, installation or maimenance and which is reported to WilTel promptly in writing. Nothing herein shall create an obligation of WilTe1 to indemnify and hold hannless Customer from any claim, loss or liability resulting from the sole negligence of Customer. IN NO EVENT, HOWEVER, SHALL WIL TEL AND ITS SUPPLIERS OR SUBCONTRACTORS, BE LIABLE FOR (i) ANY SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DA.i\1AGES, (iì) COMMERCIAL LOSS OF ANY KIND (INCLUDING LOSS OF BUSINESS OR PROFITS) , OR (iii) ANY DAMAGES OF ANY KIND RESULTING FROM UNAUTHORIZED USE OF THE SYSTEM, INTERRUPTION OF SERVICE OR LOSS OF DATA. THIS UMITATION APPLIES TO ALL CLAIMS WHETHER BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR ANY OTHER LEGAL THEORY, AND WHETHER WILTEL OR ITS SUPPLIERS OR ITS SUBCONTR.A.CTORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. 8) SOFTWARE LICENSE. CeI1ain manufacru.rers issue their own software license with the Equipment and a copy of such license shall be given to Customer upon installation of the System. If no such li~ense is issued by the manufactUrer, then to the extent authorized by the manufactUrers of the System, \VilTe1 grants Customer a non-exclusive, non-assignable, non- transferable license for the useful life of the System to use the software (including related documentarion) solely to maintain and operate the System, provided Customer: (i) does not allow any aspect of the: software to be disclosed to a third party without WilTe1' s wrirren consent and makes reasonable efforts to ensure that its employees are aware of this obligation;, (ii) uses the System solely for Customer's internal business purposes; (iii) does. not copy any part of the software or related documentation without WilTeI's consent and does nor attempt to develop any source code from the software; and (iv) returns to WilTel or erases or destroys any software or related documentation on any media being recycled or discarded and so certifies to WilTel. The Customer has no right, title or interest in the software other than as set forth in this section.. 9) RISK OF LOSS, TITLE A1"ID SECURITY INTEREST. Customer assumes the risk of loss to the System from the date of itS installation and Customer shall assume all risks of loss and responsibil ity for obtaining and paying for insurance in the event of loss or damage. Title in the System will pass on full payment of the Cash J:>rice plus all taxes. Until such full payment is made, WilTel reserves and Customer grants WilTel a security interest in the System in the amount of the purchase price. At WilTel's option, CustOmer wilt execUte appropriate frnancing statements to fully protect WilTel's interest hereunder in accordance with the Unifonn Commercial Code. 10) THIS AGREEMENT INCLUDES THE PROVISIONS SET FORTH IN THE A TT ACE£l\iIENTS. Customer acknowledges that it bas received and reviewed this Agreement, including any and all documents referenced in it, understands it, and is bound by its terms. 11) ACCESS; INSTALLATION a) CustOmer shall, at its own expense, provide and be responsible for all proper environmemal conditions at the installation site. CustOmer shall hold \VilTel harmless from any and all liability for injury to wires, conduits, pipes mains, sewers or other similar property that is not accurately detailed or accounted for in Customer supplied printS. If any unexpected obstruction is found that alters routine underground operations, Customer shall be billed for any additional expense related thereto at WilTel's then 3