|
DocuSign Envelope ID: BA71619D-5796-4319-85EF-917E1B819551
<br />10.3.2. Distress Event. In the event that either party becomes liquidated, dissolved, whether
<br />voluntarily or involuntarily, or becomes subject to any bankruptcy or insolvency (or
<br />similar) proceeding, or shall take any action to be so declared, the other party shall have
<br />the right to immediately terminate the Agreement.
<br />10.3.3. Suspension. If PFM believes that Customer is using the Application in a manner that
<br />may cause harm to PFM or any third party then PFM may, without derogating from
<br />PFM's right to terminate the Agreement for any breach hereof, suspend Customer's
<br />access to and use of the Service until such time as PFM believes the threat of harm, or
<br />actual harm, has passed.
<br />10.4. Effect of Termination.
<br />10.4.1. General. Upon termination of the Agreement, PFM may disable all access to the
<br />Application, and Customer shall immediately discontinue all access and use, including
<br />by all Authorized Users, of the Application and shall promptly,'but in any event within
<br />three (3) days, permanently delete all copies of the Documentation in Customer's
<br />possession or control.
<br />10.4.2. Fees. Customer shall be liable for all amounts due and payable hereunder through the
<br />effective date of expiration or termination, as described in the Subscription Agreement,
<br />including 100% of all Implementation Fees and the pro -rated amount of the most
<br />recently billed Licensing Fees. EXCEPT AS EXPLICITLY PROVIDED HEREIN,
<br />CUSTOMER SHALL NOT BE ENTITLED TO A REFUND OF ANY AMOUNTS
<br />PREVIOUSLY INVOICED OR PAID.
<br />10.4.3. Access to Customer Data. Upon termination of the Agreement, Customer will lose all
<br />access to any Customer Data that PFM may be storing in order to make available the
<br />Application to Customer. It is Customer's responsibility to download its Customer Data
<br />prior to termination of the Agreement. Notwithstanding the foregoing, for a period of
<br />thirty (30) days from the effective date of termination, PFM will provide Customer, upon
<br />Customer's written request, with a reasonable opportunity to download the Customer
<br />Data. PFM reserves the right to permanently delete any Customer Data that may be
<br />contained in Customer's Account at any time following said thirty (30) day period, and
<br />Customer agrees to waive any legal or equitable rights or remedies it may have against
<br />PFM with respect to Customer Data that is deleted in connection thereto.
<br />10.4.4. Survival. This Section 10 and Sections 5 (Restrictions on Use), 7 (Title), 9 (Payments,
<br />to the extent any amounts due hereunder remain payable), 11 (Warranty Disclaimer),
<br />12 (Limitation of Liability), 13 (Indemnification), 14 (Confidential Information), 15
<br />(Privacy Policy) and 17 (Independent Contractors) to 21 (General) shall survive
<br />teMination-of-the-Agreement-----
<br />11.
<br />he-Agreement. —
<br />11. Warranty Disclaimer.
<br />11.1. Except as expressly set forth herein: (i) the Application, Reports (defined below), and Services are
<br />provided on an "as is" basis; and (ii) ALL WARRANTIES, WHETHER EXPRESS, IMPLIED,
<br />STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
<br />WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE
<br />HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. PFM
<br />WILL NOT BE LIABLE OR RESPONSIBLE FOR: (a) ANY TECHNICAL PROBLEMS OF THE
<br />INTERNET (INCLUDING WITHOUT LIMITATION SLOW INTERNET CONNECTIONS OR
<br />OUTAGES); AND/OR (b) ANY ISSUE THAT IS ATTRIBUTABLE TO CUSTOMER'S HARDWARE
<br />OR SOFTWARE OR CUSTOMER'S INTERNET OR DATA SERVICE PROVIDER.
<br />11.2. PFM DOES NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION REGARDING ANY
<br />CONTENT, REPORTS, INFORMATION, OR RESULTS THAT CUSTOMER OBTAINS
<br />THROUGH OR IS GENERATED BY THE USE OF THE APPLICATION (COLLECTIVELY,
<br />"REPORTS"), OR THAT THE REPORTS ARE COMPLETE OR ERROR -FREE. THE REPORTS
<br />DO NOT CONSTITUTE FINANCIAL OR LEGAL ADVICE, AND CUSTOMER UNDERSTANDS IT
<br />MUST DETERMINE FOR ITSELF THE NEED TO OBTAIN ITS OWN INDEPENDENT
<br />FINANCIAL AND LEGAL ADVICE REGARDING THE SUBJECT MATTER OF ANY REPORT
<br />THAT CUSTOMER USES OR IS CONSIDERING TO USE. CUSTOMER'S USE OF AND
<br />RELIANCE UPON THE APPLICATION AND ANY REPORTS IS ENTIRELY AT CUSTOMER'S
<br />SOLE DISCRETION AND RISK, AND PFM SHALL HAVE NO RESPONSIBILITY OR LIABILITY
<br />Rev, 24-10.18 —Annex C — Terms and Conditions
<br />
|