h. Contract approval - Laserfiche WebLink

AVAYA GENERAL CONDI110NS OF MAINTENANCE SERVICES The undersigned Customer agrees thai these General Condnions of Maintenance Services (the 'Agreement') will govern the purchase of Maintenance Services (defined below) by Cuslomerfrom Avaya Inc. ("Avaya'). 1. DERNITIONS For purposes of this Agreement, the following definnions win apply: 'Eno( means any failure of Supported Products to confoon in all material respects to the specif'lC8iions delivered with the Supported Products. "1IaIllttlllnc:1 SIMc:." means the correction of Errors and other maintenance and support services options with respect to Supported Products identified in the order 8CCOO'1panying this A¡,eement as desaibed further in this Agreement and the SAS. In the event of a conflict between the SAS and this Agreement, the terms of this Agreement win control. "SIrvIcI Agr8IIIIInt Supplement" or "IAS. means the Avaya Service Agreement Supplement then current as of the date of Avaya's acceptance of an order for Maintenance Services and available to Customer upon request. "Supportld Produdl' means: (i) herd-Mlre and/or software products identified in the order for which Maintenance Services are to be provided; and (ii) Added Products (as defl1ed in Sectiln 4). Supported Products include third party products to the extent specifIC thi'd party products are identified in the order. "Updlt8' means all new versions of the software that Aveya makes generany available to subscribers to Aveya's Maintenance Services. Updates are changes in the software that typically provide maintenance correction only, but do not introduce new optional features. An Update is typically designated with a non-zero decimal as its vel'Siln number, such as "3. t .- "UPllntdt" means a change to the software that introduces new optional features and functionality. Upgrades are typìcaMy designated as a change in the digit(s) to the left of the deemal point (e.g. [x.)x). 2. ORDERS Orders are sOOject to aœeplance by Aveya. Avaya may accept an order by canmencing to perfoon Maintenance Services. All orders win be deemed to incorporate and be subject to this Agreement All other terms and condnilns contained in any Cus1omer purchase order or other document will have no effect. 3. PROVISION AND SCOPE OF IAINTENANCE SERVICES Aveya will provide Maintenance Services in support of Customer's use of Supported Products. The scope of tha Maintenance Services desaibed in the SAS is limRed as described beIaw. 3.1 Help Une Support. Aveya wiD provide hap üne support in accordance with the coverage opron that Customer has selected in the order. These coverage optilns descrte, among other things, service hours and target response intervals. 3.2 UpdåII. As part of Maintenance Services for software, Avaya will make Updates available to Customer as Avaya or the thi'd party manufacturer makes them generally available to its other customers. Avaya will provide Updates vii a website, email or post mail, at Aveya's option. Updates may be remotely installed by Aveya or deivered to Cus1omer for Customer installation. Nothing in this Agreement wil be interpreted either to requi'e Avaya to create any Updates in general or any ~ Update or to prevent Aveya from offering any specific new version or all new V8Isions of its software as a separate, stand~lone product for ad<iOOnal charges. .......... GeøereI CatIdIion8 -1JSDfO4 3.3 Support of CulJlllt end Prior Rei...... Avaya will provide software Maintenance Services only for the unaHered current release of the software and tha prilr release. U End of Support Aveya may discontinue or limn the scope of Maintenance Services for Supported Products that Aveya or the third party manufacturer has declared "end of life: "end of service: 'end of support: "manufacture discontinue" or similar designation ("End of Supporf) from time to time. Avaya will endeavor to provide notice upon the declaration of a Supported Product as End of Support in a similar manner as other support information is provided, (e.g., posting on Aveya's customer support web !lies). The discontinuance or Imitation in scope will be effective as of the effective date of the manufacturer's End of Support notice and, if discontinued, the appficable Supported Products win be rernoved from the list of Supported ProóJcIs and rates wi. be edjusted accordingly. To the extent Avaya makes available Maintenance Services for End of Support Products ("Extended Supporf), the description of specific Maintenance Services included in Extended Support and applicable fees will be available at the time of Avaya's notice. 3.5 RepllC8llllnt HI..-re. Reptacement hardware provided as part of Maintenance Services may be new, factory reconditioned, refurbished, re- manufactured or functionally equivalent and will be furnished only on an exchange basis. Returned hara.vare that has been replaced by Aveya will beœme Avaya's property. 3.8 Software LIcenM T_. Updates that may be provided as part of the Maintenance Services will be provided subject to the license grant and resbiclions contained in the original agreement under which the applicable software was licensed to Customer by Aveya. Where no such license exists, Updates wi. be provided subject to Aveya's then current license terms and restrictions for generally available producl(s) most similar to the applicable Supported Product. Such terms and condililns will be available upon request. 3.1 .onItorIng Avaya may electronically monitor Supported Products for the folloviing purposes: (Q remote diagnostics and corrective actions; (ii) to determine applicable charges; (iiQ to verify canpliance with applicable software license terms and restrictions. 3.1 .OWI of Supported Produdl. Customer will notify Aveya in advance of moves of Sl4Jporied Products. Additional charges may apply if Avaya incurs addiOOnal costs in providing Maintenance Services as a resuH of Customer's move of Supported Products. 3.J G.IIIIIII.ImItIIIon8. Except to the extent expressly stated to the contrary in the SAS, none of the following are included in Maintenance Services: (i) !Ïagnosis or support of equ~nt or software other than Supported Products, including without limitation systems interfacing with Supported ProàJcta; (ii) support of user- defined applications; (iii) making corrections to user-defined reports; (iv) data recovery services; (v) services associated with relocation of Supported PrOÒJcts; (vi) support of Supported Products used in breach of applicable license restrictions or contrary to capacity and other use limitations under which the PrOÒJct was licensed by the manufacll.er; (viQ support of Supported Products thai have had thei' serial numbers aHered, defaced or deleted; and (vii) maintenance or repair resuHing from any of the following: (A) neglect, misuse, power failures or surges, faun or negligence of Cus1omer or causes external to the Supported ProàJcta; (B) Customer's failure to inplernent new releases of software provided as part of the Maintenance Services; (C) Supported Products thai have bean changed, modified or alered by Customer or a thi'd party; (D) changes to the enworment in which the Supported Products were installed; (E) Customer's faiklre to follow the manufacturer's installation, operation or maintenance instructions, including Customer's failure to permit Avaya timely remote access to the Supported Products; (F) actions of non-Avaya personnel; or (G) force majeure condRions. 4. ADDED PRODUCTS If Customer subsequently acqui'es Avaya products, or third party products of the same type and manufacturer(s) covered in the original order, from Avaya or a third party ("Added Products") and co-Iocetes Added Products with Supported Products, such Added Products will be covered under this Agreement automatically for the remainder of the term of this Agreement. Added Products purchased from a party other than Avaya or an authorized Aveya reseller and Added Products that have not been co-Iocated with the current covered base continuously since acquisRion are subject to certiflCelion by Aveya at Aveya's then current rates for such certificetion. Maintenance Services coverage will be effective after Avaya certifies the M1ed Products. Unless otherwise provided in the SAS, fees for Maintenance Services provided for Added Products will be Aveya's then current fees for Maintenance Services and will canmence accruing as of tha date the Added PrOÒJcts are frst co-located. 5. DEFECT REPORTS Cus1omer will document and report malunctions of the Supported Products to Avaya in a reasonably detailed manner promptly after discovery ("Defect Reports"). The Defect Reports must provide the information specified in the SAS and all of the following informaron: (i) caller's name, Iocatiln, and company; (ii) call-back telephone nlJl'li)er; (ïi) the system type and configuration, including the Supported Products and interfacing products; (iv) a brief descrption and history of the malfunction and any efforts to solve R by Customer; and (v) remote dial-in access to the Supported Products. 8. INVOICING AND PAV.m Avaya will invoice Customer for Maintenance Services monthly in advance unless a prepayment option is specified in the order. Payment on invoices is due within thirty (30) days from the dete cI Aveya's invoice. Customer will pay all bank charges, taxes, duties, levies and other costs and canmissions associated with any benk wre transfer or other means cI payment Any overdue payments will be subject to a late payment charge of one end one-half percent (1.5%) per month or the maximum rate a~ by applicable law, whichever is less. Unless Customer provides Aveya with a tax ex~n certlicate, Customer is solely responsible for payi'1g aillegaly required taxes, except for any incorne tax assessed upon Aveya. 1. CUSTOIIER RESPONSIIILmES Cus1omer will cooperate MIl Avaya as reasonably necessary for Avaya's performance of its obligations under an order, including doing such things as: (Q providing Aveya with full. free and safe access to its premises and facilities reasonably necessary for the provision of Maintenance Services; (iQ providing necessary telephone nurrÐers and passwords to enable remote aœess to the Supported Products; and (ii) proYidilg Aveya with interface end other information regaráng access to thid party prOÒJcts in Customer's netwcrk and necessary thi'd party consents and Ii:enses to enable Aveya's performance hereunder. All Rerns to be provided by CusIomer are at Cus1omer's expense. Customer is responsòle for ensuring that is netw!rks end systems are adequately secured againsf unauthorized iniuSÌIII or aIIack and regularly backing up its data and files in accordance with good ~ pracIiœs. Pege 1.,2