SMARTWORKS (2) - Laserfiche WebLink

Home Browse Search

(1) to keep confidential any and all Confidential Information with respect to SmartWorks which it has received or may in the future receive in connection with this Agreement and to take all reasonable steps, which shall be no less than those steps it takes to protect its own confidential and proprietary information, to protect the Confidential Information of SmartWorks from unauthorized use, disclosure, copying or publication; (ii) not to use the Confidential Information of SmartWorks other than in the course of exercising its rights or performing its obligations under this Agreement; (iii) not to disclose or release such Confidential Information except to the extent required by applicable law or during the course of or in connection with any litigation, arbitration or other proceeding based upon or in connection with the subject matter of this Agreement, provided that Customer shall first give reasonable notice to SmartWorks prior to such disclosure so that it may obtain a protective order or equivalent and provided that the Customer shall comply with any such protective order or equivalent; (iv) not to disclose or release such Confidential Information to any third person without the prior written consent of SmartWorks, except for authorized employees or agents of Customer who have a need to know such information for the purpose of performance under this Agreement and exercising its rights under this Agreement, and who are bound by confidentiality obligations at least as protective of SmartWorks' Confidential Information as this Agreement; and (v) to take such actions as may be reasonably necessary to enforce its agreements with its employees and agents, including commencing legal proceedings. 10. Warranty (a) Limited Warranty. SmartWorks warrants to Customer that as long as Customer has paid all Maintenance and Support Fees to obtain Maintenance and Support Services, the Software will perform substantially in accordance with the Documentation when properly used and in the manner specifically contemplated by the Documentation, the terms of this Agreement and where Customer has installed the Required Programs and on the Required Hardware. In the event the Software does not substantially conform to the Documentation, Customer promptly notifies SmartWorks of the nature of the failure and such additional information regarding the failure as SmartWorks may reasonably request and the error can be reproduced by SmartWorks, SmartWorks shall make commercially reasonable efforts to provide a suitable workaround, repair or replace the non -conforming Software in accordance with the Maintenance and Support Services. The foregoing shall be Customer's sole and exclusive remedy for breach of the exclusive warranty in this Section 10(a). (b) Exclusions to SmartWorks Warranty. SmartWorks shall not be liable for any breach of the foregoing warranties which results from causes beyond the reasonable control of SmartWorks, including but not limited to: (1) Where the installation, integration, modification or enhancement of the Software has not been carried out by SmartWorks or its authorized agent, or where Customer has taken any action which is expressly prohibited by the Documentation or this Agreement; (ii) Any combination of the Software with any software, equipment or services not supplied, recommended or authorized by or on behalf of SmartWorks other than the Required Programs and Required Hardware; (iii) Use of the Software on any system that (i) does not meet any of the Required Programs and Required Hardware requirements set out in Section 6 or (ii) exceeds the Maximum Meters or Maximum Channels. (iv) User error, or other use of the Software in a manner for which it was not intended or other than as permitted in this Agreement; (v) Customer's failure to install a new Update which has been released to remedy an error or bug, and which SmartWorks has stated to Customer is a required Update necessary for security purposes or for legislative compliance purposes or other reasons as SmartWorks may determine is important in its sole discretion; (vi) SmartWorks personnel are not given full, free and safe access to the facility where the Software is installed during attempts to remedy an error;