AG 1998 03 16 - Laserfiche WebLink

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Seller will certify to Buyer when each group of products or modules is complete. This certification will start a thirty (30) day acceptance period, during which Buyer will be responsible for testing the products delivered. By the end of the acceptance period, the Buyer will remit to Seller a payment equal to 25% of the value of the group of products or modules which have been completed. If during the thirty (30) day acceptance period, Buyer fails to notify Seller in writing of any items which do not meet acceptance, acceptance will be deemed to have been granted. Acceptance will require that the phase of the system has been delivered, installed and performs in accordance with the Sellers Specifications. For the purpose of this agreement "Specifications" shall be defined as the written descriptions found in the Seller's proposal to the Buyer, the Seller's marketing material and the user manuals for the current revision of the software. The Buyer shall have at its option and expense, the right to submit to the Seller requests to have specific routines or programs demonstrated. Such requests shall be submitted in writing seventy-two (72) hours prior to the requested demonstrationto allow for related files to be built and installed. V. WARRANTIES OF SELLER A) Seller warrants it is Sellers intent that all Software products delivered under this Agreement be free from defect in materials or workmanship and further agrees to correct promptly and without additional charge any defect that it is notified of within 90 days after the installation of the Software products. After the initial three month period, this warranty will continue to remain in effect as long as the Buyer maintains a current Software Support Agreement with the Seller and under such agreement or extension thereof, Seller will correct any defect promptly and without additional charge. The Buyer acknowledges that this warranty is limited to Software products installed and used on the Buyer's computer system listed in Exhibit 2. Buyer further acknowledges that modifications made to the software programs by the Buyer will void Seller's warranty of the programs, unless specifically stated and approved in writing by the Seller. 13) The Seller warrants that it is, and at all relevant times will be, authorized by the manufacturer of all software included with or used by the software products, listed in Exhibit 1, to grant licenses or sublicenses to such software. c) The Seller warrants that the Software and Software products do not infringe any patents, copyright, trade secret, or other property rights held by any other person or entity. D) The Seller's obligation for breach of warranty shall include correction or replacement of the software product which fails to conform to such warranty. Provided that Buyer has performed adequate and correct backups of its data, Seller will be responsible for providing assistance to Buyer to create or correct data corrupted, if the corrupted data can be directly attributableto a defect in the Seller's software. In no event shall the Seller be liable for special, incidental, or consequential damages including any damages resulting from loss of use, or loss of data arising out of or in connection with the use of the software or hardware products.