2.6 ERMUSR 01-10-2017 - Laserfiche WebLink

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DocuSign Envelope ID:4491A4BD-ECDA-4CAB-B1A6-B98D53B49E7A law governing the provision of the ChargePoint Services); or (c) providing the ChargePoint Services to Subscriber could create a security risk or material technical burden as reasonably determined by CPI. 9.4 TERMINATION BY SUBSCRIBER. This Agreement may be Immediately terminated by Subscriber without prejudice to any other remedy of Subscriber at law or equity: (i)if CPI is in material breach of any of its obligations under this Agreement,and has not cured such breach within thirty(30)days of the date of its receipt of written notice thereof,or(ii)CPI becomes the subject of a petition in bankruptcy or any other proceeding related to insolvency,receivership,liquidation or an assignment for the benefit of creditors. 9.5 REFUND OR PAYMENT UPON TERMINATION. Upon any termination of this Agreement for cause by Subscriber pursuant to Section 9.4(i) or by CPI pursuant to Section 9.3(a)(iii) or Section 9.3(a)(iv), CPI shall refund to Subscriber a pro-rata portion of any pre-paid Subscription Fees based upon the remaining Service Plan term. Upon any termination for any other reason, Subscriber shall not be entitled to any refund of any Subscription Fees as a result of such termination. In no event shall any termination relieve Subscriber of any unpaid Subscription Fees due CPI for the Service Plan term in which the termination occurs or any prior Service Plan term. 9.6 SURVIVAL Those provisions dealing with the Intellectual Property Rights of CPI, limitations of liability and disclaimers, restrictions of warranty,Applicable Law and those other provisions which by their nature or terms are intended to survive the termination of this Agreement will remain in full force and effect as between the Parties hereto regardless of the termination of this Agreement. 10. INDEMNIFICATION. Except, and solely to the extent caused by the negligence or willful misconduct of any indemnified party, Subscriber hereby agrees to indemnify, defend and hold CPI, its officers, directors, agents, affiliates, distribution partners, licensors and suppliers harmless from and against any and all claims, actions, proceedings, costs, liabilities, losses and expenses (including, but not limited to, reasonable attorneys'fees) (collectively, "Claims") suffered or incurred by such indemnified parties resulting from or arising out of Subscriber's negligence or willful misconduct. CPI will cooperate as fully as reasonably required in the defense of any claim. Subscriber reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by Subscriber. Except,and solely to the extent caused by the negligence or willful misconduct of any indemnified party, CPI hereby agrees to indemnify, defend and hold Subscriber, its officers, directors, agents, affiliates, distribution partners, licensors and suppliers harmless from and against any and all Claims suffered or incurred by such indemnified parties resulting from or arising out of (i) CPI's negligence or willful misconduct or(ii)and claim that the ChargePoint Services infringe any intellectual property right of any third party. Subscriber will cooperate as fully as reasonably required in the defense of any claim. CPI reserves the right,at its own expense,to assume the exclusive defense and control of any matter subject to indemnification by CPI. 11. GENERAL. 11.1 AMENDMENT OR MODIFICATION. This Agreement may not be amended or modified without the prior written agreement of the parties 11.2 WAIVER. The failure of either Party at any time to enforce any provision of this Agreement shall not be construed to be a waiver of the right of such Party to thereafter enforce that provision or any other provision or right. Page 10 of 18 Revised 8.24.16 92