2.8. ERMUSR 03-15-2016 - Laserfiche WebLink

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• In the event that the Software supplied pursuant to this Agreement does not meet the aforesaid warranty,NISC's sole obligation shall be to take all reasonable efforts to correct the Software so that it will adequately perform the applications listed in the applicable Ordering Documents.NISC shall not be responsible for any third-party software warranties nor shall it be responsible for the support of such software that has not been either pre-approved or purchased from NISC.NISC makes no warranty with respect to any computer equipment purchased by Associate Member pursuant to this Agreement but will assign any manufacturer or supplier warranties for such equipment to Associate Member. NISC does warrant that any computer equipment it recommends or specifies for use by Associate Member in carrying out this Agreement is adequate to perform the functions for which it has been recommended. THE AFORESAID WARRANTY AND NISC'S OBLIGATIONS AND LIABILITIES THEREUNDER ARE IN LIEU OF,AND MEMBER HEREBY WAIVES,ALL OTHER GUARANTEES AND WARRANTIES OR OBLIGATIONS AND LIABILITIES THEREUNDER OF ANY KIND,EXPRESSED OR IMPLIED,ARISING BY LAW OR OTHERWISE,INCLUDING WITHOUT LIMITATION,ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE EXCEPT THOSE SPECIFICALLY STATED IN THIS AGREEMENT. 10.Other Vendor's Proprietary Information:Certain proprietary information of various vendors of computer hardware and software has been and will be used by NISC in developing and integrating functions in the Software. Associate Member agrees it will not alter said proprietary information to render it usable with hardware or software from any other manufacturer(s). Any software included in the proprietary information shall not be sold or used apart from the Software. 11.Oracle Software:NISC Software contains embedded software provided by Oracle USA Inc.and its affiliated companies("Oracle")("Oracle Software"). The Oracle Software is subject to a restricted license and can only be used in conjunction with NISC Software. Associate Member acknowledges that the Oracle Software may include source code that Oracle may provide as part of its standard shipment of such programs,which source code shall be governed by the terms of this Agreement.Third party technology that may be appropriate or necessary for use with some Oracle programs is specified in the Documentation or as otherwise notified by NISC and that such third party technology is licensed to Associate Member only for use with the NISC Software under the terms of the third party license agreement specified in the Documentation or as otherwise notified by NLSC and not under the terms of this Agreement. Anything in this Agreement to the contrary notwithstanding,Oracle or its licensor(s)retain all ownership and Intellectual Property Rights to the Oracle Software and,with respect thereto,Oracle is a third-party beneficiary to this Agreement.Associate Member may not remove or modify any Oracle Software markings or any notice of Oracle's or its licensors' proprietary rights;reverse engineer(unless required by the law of interoperability),disassemble,or decompile Oracle Software(the foregoing prohibition includes but is not limited to review of data structures or similar materials produced by programs).Associate Member shall not publish any results of benchmark tests run on Oracle Software. Associate Member will permit NISC and/or Oracle to audit Associate Member's use of the Software.Associate Member authorizes NISC to report the audit results to Oracle.Each Party shall bear its own costs associated with conducting and cooperating in the audit.Oracle shall not be required to perform any obligations or incur any liability not specifically set forth in this Agreement.In no event shall Oracle be liable for any damages,whether direct,indirect,incidental,special, punitive,or consequential,any loss of profits,revenue,data or data use,arising front use of the Software. 12.Confidential Information Nondisclosure,Protection and Use: Recipient agrees not to disclose to anyone Confidential Information it receives under the protection of this Agreement,except those Affiliates and Representatives of Recipient who(12.1.)have a need to know and to whom disclosure is necessary consistent with the purpose of this Agreement;and(12.2.)who have joined in this Agreement or are otherwise bound by the terms of this Agreement.Recipient shall be solely responsible for ensuring compliance with the preceding conditions contained in this Section.Recipient shall take precautions consistent with industry standards to protect Confidential Information,including,at a minimum,using the same degree of care to prevent the unauthorized access,use,dissemination,or publication of Confidential Information as Recipient uses to protect its own confidential information of a like nature.Recipient shall not use Confidential Information for any purpose other than the purpose of this Agreement,and specifically not for Recipient's own use beyond the purpose of this Agreement,or for the benefit of any third party.Recipient shall not alter,modify,disassemble,reverse engineer,or Page 5 ®2014-2015 NISC.All Rights Reserved CONFIDENTIAL. 25203 SSA-NISC-Elk River Municipal Udlities-v2-nisc(2).docx 152