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enhancements and NIJO grants Organization a limited non-exclusive license to use such rights for the <br />purposes hereunder. <br />10. Termination. Prior to the conclusion of the third (3) year, either party may terminate the agreement by <br />providing the other party thirty (30) day written notice. If termination has been requested by the <br />Organization, it is agreed the Organization will pay in full any outstanding invoices. Organization agrees <br />that any termination of access to the Service under any provision of this agreement may be effected sixty <br />(60) days after receipt of written notice, and acknowledge and agree that NIJO may immediately deactivate <br />or delete their accounts and/or bar any further access to such files or the Service. It is agreed NIJO will <br />maintain and manage administrative access rights once notice is served for termination by either party. <br />Upon a scheduled termination of this contract, Organization's data within the system is provided to <br />Organization via the system's standard reports in csv format. Users can extract core audit information using <br />the standard reports at any time. If requested, custom data extraction is provided at a labor rate of $125 per <br />hour plus media and or line charges for data transfer as requested by individual counties. if NIJO <br />terminates the contract, custom data extraction is will be provided at a labor rate of $85 for up to 120 days <br />of the termination notice date. <br />11. Force Majeure. Either party shall be excused from performing hereunder to the extent that it is prevented <br />from performing as a result of any act or event which occurs and is beyond its reasonable control, <br />including, without limitation, acts of God, war, weather, utility, network, or telecommunications outages, <br />unrest or riot, strikes any action of a governmental entity; terrorist events, etc. provided that the party <br />experiencing the force majeure provides the other with prompt written notice thereof and uses reasonable <br />efforts to remedy effects of such matter. <br />12. Services warranty. NIJO shall perform Services at or above industry standards and Services shall <br />substantially conform to such standards. NIJO's services and equipment are provided "as is" without any <br />warranty whatsoever. Organization recognizes that the as is clause of this agreement is an important part of <br />the basis of this agreement, without which NIJO would not have agreed to enter this agreement. NIJO <br />disclaims all other warranties, express, implied, or statutory, including but not limited to any warranties of <br />merchantability, fitness for a particular purpose, title, and noninfringement, with regard to the services and <br />equipment. No representation or other affirmation of fact regarding the services or equipment shall be <br />deemed a warranty for any purpose or give rise to any liability of NIJO whatsoever. Organization <br />acknowledges that it has relied on no warranties other than the express warranty in this agreement. <br />13. Limitation of liability. NIJO shall not be liable to organization or any third party for any incidental, indirect, <br />exemplary, special or consequential damages, under any circumstances, including, but not limited to, lost <br />profits, revenue or savings, loss of goodwill, or the loss of use of any data, even if NIJO had been advised <br />of, knew, or should have known, of the possibility thereof. Under no circumstances shall NIJO's aggregate <br />cumulative liability hereunder, whether in contract, tort, or otherwise, exceed the total amount of fees <br />actually paid to NIJO under this agreement. Organization acknowledges that the fees paid by it reflect the <br />National Institute for Jail Operations (NIJO). Copyright 2024, All Rights Reserved. Proposal 1 11 <br />