SYSTEM INNOVATORS 1 - 2001 - Laserfiche WebLink

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(c) SII shall have no obligation under this Section if the alleged infringement or violation is based upon the use of the Software in combination with other hardware or software not furnished by SII or if such a claim arises from SII's compliance with Customer's designs, specifications or instructions or from Customer's modification of the Software. 19. Limitation of Actions and Liability. (a) Neither party shall be liable for any failure of or delay in performance of its obligations under this Agreement to the extent such failure or delay is due to circumstances beyond its reasonable control. (b) The parties agree that no action may be instituted hereunder more than four (4) years after the cause of action accrued or shouId have been discovered by reasonable due diligence. (c) Neither patty shall be liable for special, indirect, incidental or consequential damages, whether arising from contract or negligence. In any event, SII's liability for damages under any theory of liability or form of action shall not exceed the total amount paid by Customer to SII under this Agreement. (d) SII AND CUSTOMER ACKNOWLEDGE AND AGREE THAT THEY ARE ENTERING THIS AGREEMENT ON THE UNDERSTANDING THAT THE PRICES FOR HARDWARE, SOFTWARE AND SERVICES TO BE PROVIDED UNDER THIS AGREEMENT HAVE BEEN SET TO REFLECT THE FACT THAT THE CUSTOMER'S REMEDIES, AND SII'S LIABILITY SHALL BE LIMITED AS EXPRESSLY SET FORTH 1N THIS AGREEMENT, AND IF NOT SO LIMITED, THE PRICES FOR THE SAME WOULD HAVE BEEN SUBSTANTIALLY HIGHER. 20. Notice. All notices under this Agreement shall be in writing and delivered by (i) registered mail, return receipt requested, to the parties at the respective addresses set forth above or to such other addresses as the party to receive the notice has designated, (ii) nationally recognized overnight courier to the parties at the respective addresses set forth above or to such other address as the party to receive the notice has designated, or (iii) hand delivery to an individual designated by the receiving party. The notice shall be deemed delivered (i) if by registered mail, on the date shown on the return receipt, (ii) if by courier service, on the day of delivery, and (iv) if by hand delivery, on the date of hand delivery. 21. of California. Governing Law. This Agreement shall be governed by and construed under the laws of the State 22. Other Provisions. (a) The scope of any Services provided under this Agreement other than Support Services and any Customer obligations related to such Services will be documented and attached as an Exhibit to this Agreement. (b) If any provision of this Agreement is held invalid or otherwise unenforceable, the enforceability of the remaining provisions shall not be impaired thereby. (c) The failure by any party to exercise any right provided for herein shall not be deemed a waiver of any right hereunder. (d) Customer may not sell, assign, transfer, lease, sub-license or otherwise convey any of its rights (or delegate any of its duties) under this Agreement, including the SII Software license granted herein, without the prior written consent of SII. (e) This Agreement may not be modified, altered or amended except by written instrument duly executed by both parties. SII - Purchase and Software License Agreement 5