2.3.5
2.3.6
2.3.7
2.3.8
2.4
2.4.1
2.4.2
4.2
4.3
4.4
4.5
4.6
Lawson Software Customer Agreemenl Master Terms anc Conditions
and testing but not far production (unless Customer has Ji
censed that Product separately for production use}.
Customer may not simultaneously use the sama User 1D (pro-
file) on more than one computer terminal or access point.
Customer may allow its employees and contractors to atlend
Lawson training, but those contractors may usé the Lawson
training materials only for the benefit of Customer and may not
be Lawson competitors.
Customer shalt not export the Products or Service Deliverables
from the country of initial delivery by Lawson without Lawson’s
prior written authorization and compliance with applicable law.
Customer is responsible for compliance with the Agreement by
each of its Users and contractors.
Verifications.
After reasonable natice, Customer will Pramptly: {a} inform
Lawson where the licensed Products are installed and confirm
its compliance with the Maximum Use Designations and (b) al-
low Lawson's representatives to verify that compliance by re-
mote or physical inspection during narmai business hours.
Customer acknowledges that some Products may allow Law-
son to monitor and prohibit unauthorized use.
If Lawson learns that Customer has exceeded the Maximum
Use Designations, and Customer has not previously paid Law-
son the applicable additional License fees, after written request
from Lawson, Customer will promptly pay Lawson: (a) the then
current list price for that overage plus a 25% surcharge and (b)
the reasonable costs of conducting the above verification if the
Maximum Use Designations were exceeded by more than 5%,
Delivery and Installation,
Lawson will promptly deliver or make available io Customer
one copy of the Products listed in an Order Form. Title to any
delivered goods passes at place of shipment (subject to the Li-
sense}, unless prohibited by applicable law.
Except as otherwise agreed in an Order Form, Customer is
responsible at its expense for installation of the Software and
Service Deliverables, User training, data conversion, imple-
mentation and other services.
Maintenance and Renewal.
During the Maintenance Period, Lawson (a) will directly or indi-
rectly provide Customer Maintenance for the Lawson-
Maintained Products pursuant to the Support Operations
Handbook and (b) will not materially degrade its Maintenance
practices, New Products require a separate Order Form and
are not provided as a new Release or as part of Maintenance
for other Products.
Customer may elect to purchase from the applicable Third
Party Supplier available support for Third Party Products speci-
fied in an Order Form or Support Operations Handbook as not
maintained by Lawson. Customer is responsible for licensing
and paying for additional third party products that may be re-
quired for use of upgrades, enhancements or new Releases of
the Lawson-Maintained Products.
Unless otherwise described in an applicable Order Form, Law-
son does not maintain or support Service Deliverables or
Products modified outside of Maintenance provided by Law-
son.
Before each renewal date of the Maintenance Period, Lawson
will provide Customer an invaice for the Maintenance fees for
the Lawson-Maintained Products far that renewal period.
After the Initial Maintenance Period {unless otherwise stated in
an Order Form), Maintenance for the Lawson-Maintained
Products wilt aufomatically renew for successive one year
Maintenance Periods so long as Lawson makes that Mainter-
ance available to its customers, unless Customer or Lawson
notifies the other Party of non-renewal at least three months
before the renewal date.
Lawson may consolidate the annual renewal dates for Main-
tenance Periods under one or more Order Forms.
Services. Except as otherwise agreed in an applicable Order
Form or elsewhere in the Agreement: (a) all Services will be
Customer Agreement T&C Nonh America
Revised September 18, 2608
cast Update Ostaber +5, 2008
6.2
6.3
6.4
7.2
on a time and materials basis at Lawson's then current rates
and (b) Customer will reimburse Lawson for reasonable travel
and out-of-pocket expenses incurred when rendering on-site
Services, Maintenance or other warranty services.
Warranties.
Product Warranty. At the time of delivery of the Products, Law-
$on watrants that: (a) the applicable media for those Products
will be free of defects, (b) Lawson will have timely used up-to-
date, commercially available virus scanning and cleaning, and
will not have (based on the results of that scanning and clean-
ing) delivered Products containing any viruses, time bombs or
other undocumented programs which inhibit Product use and
{c) those Products will include the functionality described in the
Documentation for those Products.
Maintenance Warranty. Subject to the level of Maintenance
Purchased, Lawson warrants that Maintenance will include: (a)
help desk support, (b) corrections to allow the unmodified Law.
son-Maintained Products (when properly installed and confi-
gured) to operate materially and substantially as described in
the Documentation for those Products (by providing a program
patch, update, new Release, or instruction for avoiding the er-
for, as determined by Lawson) and (c) updates and new Re-
ieases of the same Lawson-Maintained Products when gener-
ally mace available by Lawson for installation and use by Cus-
tomer. New Products require a separate Order Form and are
not provided as a new Release or as part of Maintenance for
other Products.
Services Warranty. Lawson warrants that at the time of Ser-
vices delivery, the Services will be provided by trained person-
nel using commercially reasonable efforts.
THE WARRANTIES IN THE AGREEMENT ARE MADE SO-
LELY BY LAWSON AND ARE IN LIEU OF ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IM-
PLIED WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE. Lawson does not warrant
that the Products, Services, Service Deliverables or Limited OF
ferings are free of nonmaterial defects or will meet the specific
Tequirements or needs of Customer's business or of any coun-
try or jurisdiction.
Customer’s Remedies,
Customer's exclusive remedies for Lawson Group’s breach of
the Product Warranty or Maintenance Warranty are as follows:
a} Lawson will provide Maintenance (if purchased by Custom-
er) to repair, replace or furnish an upgrade of the Lawson-
Malntained Products to enable those Products or upgrade
of those Products to comply with the applicable Product
Warranty and Maintenance Warranty; and
b} if Lawson does net comply with Section 7.1fa) within the
Cure Period, Customer may terminate Maintenance and re-
cover direct damages for the Lawson-Maintained Products
subject to the damage claim, including up to a refund of the
fees paid by Customer to Lawson for those Products, sub-
ject to Section 13.
Customer's exclusive remedies for breach of the Services War-
ranty or Lawson's Service obligations are as follows:
a) Lawson will re-perform or re-detiver those Services or the
applicable Service Deliverables at no additional charge with-
in the Cure Period: and
5) if Lawson does not complete that re-performance within the
Cure Period, Customer may terminate the Services and re
cover direc! damages, including up to @ refund of the fees
paid by Customer to Lawson for those Services or Service
Deliverables not re-performed and timely cured, subject to
Section 13.
Lawson's Payment Terms and Remedies,
Upon request, Customer will provide Lawsen sufficient finan-
cial information to enable Lawson to determine Customer's
creditworthiness. Lawson may withhold delivery of any Prod-
ucts or Services pending credit approval by Lawson.
344}
