Res 1995-082 - Laserfiche WebLink

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1;)9£ 'i1ILT£l, - suit and Customer, at \VilTel' s request, is available to cooperate and assist in the defense. This indemnity does not extend to (i) any suit or proceeding which is based upon a patent claim covering any combination of equipment and/or software in which the System is solely an element and such element does not form a basis for the claim or (ii) any item furnished by Customer. Should the System become subject to a claim of infringement of a United States patent, \VilTel shall, at its expense and option: (i) procure for Customer the right to continue uninterrupted, Customer's use of the affected equipment, software, or services; (ii) replace or modify the same so that it becomes noninfringing; or (Hi) refund to Customer the depreciated value of the affected items on the date of any injunction, if applicable, in which case Customer shall return the affected items to \VilTel. In no event shall \VilTel's liability hereunder exceed an amount equal to the cash price of the System or such higher amount for which 'WilTel is indemnified by the manufacturer. This indemnity shall not apply to any claims arising out of the affected items manufactured at Customer's request to Customer's production specifications or out of use of the affected items in a manner or for a purpose not contemplated by this Agreement. Customer's sole and exclusive remedy against vVilTel with regard to such a patent infringement claim shall be as set forth in this paragraph. 12. DEFAlTLT. If Customer fails to pay any sums when due, fails to execute proper leasing documents, or otherwise fails to perform any obligation when required, vVilTel, in addition to all other remedies available to it at law or in equity, may; (i) cease installing the System, and\or (ii) suspend its warranty obligations. , 13. SOFTWARE LICENSE. Unless stated othen-vise on an Attachment, \VilTel grants Customer a non-exclusive license for the useful life of the System to use the software (including related documentation) 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 vVilTel's written consent and makes reasonable efforts to ensure that its employees are aware of this obligation; (ii) uses the System solely for Customer's official business purposes; (iii) does not copy any part of the software without \VilTel's consent and does not attempt to develop any source code from the software; and (iv) returns to \YilTel or erases or destroys any software on any media being recycled or discarded and so certifies to \VilTel. Customer may only transfer the right to use the software to any end user who subsequently acquires the right to use the System, agrees to be bound by the terms of this license and agrees to pay any applicable fees. 14. FORCE MAJEURE. \VilTel may adjust or suspend its performance to the extent performance is beyond \VilTel's reasonable control for reasons including, without limitation, the following: strikes, ,vork stoppages, fire, water, flood, lightning, governmental action, acts of God or public enemy, delays of suppliers, subcontractors, po,ver company, local exchange company, or other carrier. 15. DISPuiES AL,\TJ) APPEALS The parties ~oree to attempt to resolve between themselves any disputes that may arise. - 6 -