Reso 2022-3435 - Laserfiche WebLink

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shall not copy, modify, distribute, loan, lease, resell, sublicense or otherwise transfer any right in the Software Products. Except as expressly permitted by this Agreement, no other rights are granted by implication, estoppels or otherwise. Affiliate shall not eliminate, bypass, or in any way alter the copyright screen (also known as the "splash" screen) that may appear when Software Products are first started on any computer. Any use or redistribution of Software Products in a manner not explicitly stated in this Agreement, or not agreed to in writing by Vigilant is strictly prohibited. III. Term; Termination. A. Initial Term and Renewal Terms. The Initial Term of this Agreement is for two (2) years with a commencement date of December 1, 2018, (the "Effective Date") and terminating no later than two (2) years thereafter on November 30, 2020, (the "Initial Term"), unless earlier terminated as provided herein. This Agreement may also be renewed, upon the mutual agreement of the parties, for up to three (3) additional one (1) year renewal terms. Sixty (60) days prior to the expiration of the Initial Term and each subsequent renewal term, Vigilant will provide Affiliate with an invoice for the Service Fee due for the subsequent twelve (12) month period (each such period, a "Service Period"). This Agreement and the Enterprise License granted under this Agreement will be extended for a Service Period upon Affiliate's payment of that Service Period's Service Fee, which is due thirty (30) days prior to the expiration of the Initial Term or the then existing Service Period, as the case may be. Pursuant to Section VIII below, Affiliate may also pay in advance for more than one Service Period. B. Affiliate Termination. Affiliate may terminate this Agreement at any time, either with or without cause, by notifying Vigilant of the termination in writing and deleting all copies of the Software Products. The effective date of termination shall be thirty (30) days from the date of the termination notice. If Affiliate terminates the Agreement without cause prior to the end of the then existing Initial Term or Renewal Term, any remaining Services fees owed to Vigilant for the then existing twelve (12) month Service Period shall immediately become due and Vigilant will not refund or prorate any Service fees paid by Affiliate for the then existing twelve (12) month Service Period in which the termination occurred. The total amount of damages payable by Affiliate to Vigilant for terminating this Agreement without cause shall not exceed the remaining Services fees owed to Vigilant for the then existing twelve (12) month Service Period. However, if Affiliate terminates the Agreement for an alleged breach at any time during the Initial Term or subsequent renewal terms, following Vigilant's failure to cure the described breach within thirty (30) days of written notice, then Affiliate shall be entitled to a refund of any Service fees paid by Affiliate, on a pro -rated basis, for the remainder of the then existing twelve (12) month Service Period as of the date of the written notice of breach to Vigilant. Upon termination of this Agreement, Affiliate shall immediately cease any further use of Software Products. Additionally, Affiliate may terminate this Agreement by simply not paying an invoice for a subsequent Service Period's Service Fee within thirty (30) days of invoice issue date. Vigilant solutions Enteiprise License Aucement Page 3