Agenda - 08-18-1992 - Laserfiche WebLink

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351 �j Environmental Systems Research Institute, Inc. J 380 New York Street Redlands. CA 92373 J (714) 793 -2853 MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE AND RELATED MATERIALS. Exclusive Remedy and Limitation of Liability: During the warranty period, ESRI's entire liability and Licensee's exclusive remedy shall be, at ESRI's option, to attempt to correct or work around errors, to replace the Software and Related Materials in accordance with the ESRI ARGINFO User Support Policy, or to return the license fees paid and terminate the Agreement upon the Licensee returning the Software and Related Materials to ESRI or its Distributors with a copy of Licensee's receipt. ESRI shall not be liable for indirect, special, incidental, or consequential damages related to Licensee's use of the Software and Related Materials, even if ESRI is advised of the possibility of such damage. - Indemnity: ESRL at its own expense, will defend and indemnify Licensee from all claims that the Software and Related Materials furnished under this Agreement infringe a U.S. Copyright, provided that Licensee gives ESRI prompt written notice of such claims and permits ESRI the sole right to control the defense of all such claims and provide ESRI all reasonable cooperation. As to any Software and Related Materials which are or in the opinion of ESRI may become subject to a claim of infringement, ESRI, at its option, will obtain the right for Licensee to continue using the Software and Related Materials or replace or modify the Software and Related Materials so as to make them noninfringing. if none of the alternatives are available on commercially reasonable terms then Licensee agrees to return the Software and Related Materials upon ESRI's written request. ESRI will not indemnify or defend Licensee from any infringement claim resulting from Licensee's modification or alteration of any Software and Related Materials. This section states ESRI's entire obligation to Licensee and Licensee's sole and exclusive remedy for copyright infringement. Export Regulations: Licensee acknowledges that this Agreement and the performance thereof are subject to compliance with any and all applicable United States laws, regulations, or orders relating to the export of computer software or know -how relating thereto. ESRI® Software and Related Materials have been determined to be Technical Data under United States export laws. Licensee agrees to comply with all laws, regulations, and orders of the United States in regard to any export of such Technical Data. Licensee agrees not to disclose or re- export any Technical Data received under this Agreement in or to any countries for which the United States government requires an export license or other supporting documentation at the time of export or transfer, unless Licensee has obtained prior written authorization from ESRI and the U.S. Office of Export Control. The countries restricted at the time of this Agreement are Cambodia, Cuba, Iraq, Libya, North Korea, and Vietnam. Severability: If any provision(s) of this Agreement shall be held to be invalid, illegal, or unenforceable by a court or other tribunal of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. ESRI is a registered trademark of Environmental Systems Research Institute, Inc. A92- P12911RS D -3 6/23/92