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[LIBRARIANS _MEDIA tOURCI
<br /> periodic training opportunities to Library staff, updating the Library regarding system changes, and
<br /> providing the Library with answers to "frequently asked questions" related to the Service.
<br /> Midwest Tape will supply activation support, including assisting with the implementation of any software,
<br /> and reasonable levels of continuing support to assist the Library in its use of the Service. Midwest Tape
<br /> will make technical support personnel available for feedback, problem-solving, and/or general questions.
<br /> Technical support services to the Library include: (i) reasonable efforts to identify, correct, and/or
<br /> circumvent errors in the System, Digital Media Platform, Digital Media Application, hoopla digital Website,
<br /> and hoopla Library Administration Website; and (ii) supplying updates, enhancements, and new versions
<br /> of the Service as they become available (the "Secondary Support"). Midwest Tape has no obligation to
<br /> provide Primary Support to Patrons and any support provided by Midwest Tape to Patrons will be in
<br /> Midwest Tape's sole discretion.
<br /> Midwest Tape will use reasonable efforts to provide continuous service. Permissible down-time includes
<br /> periodic unavailability due to matters such as: maintenance of the server(s); installation or testing of
<br /> software, public or private telecommunications services, or Internet nodes or facilities; and failure of
<br /> equipment or services outside the control of Midwest Tape. Scheduled down-time will occur periodically
<br /> and at times designed, in Midwest Tape's sole discretion, to minimize inconvenience to hoopla users.
<br /> VI. MISCELLANEOUS.
<br /> Indemnities. Each Party ("Indemnifying Party') agrees to defend, indemnify, and hold harmless the other
<br /> Party and its Service Partners from and against any and all third-party claims, demands, suits, legal
<br /> proceedings, and causes of action that arise out of or relate to any breach by the Indemnifying Party of
<br /> any of its representations and warranties as stated in this Agreement (collectively, "Indemnifiable
<br /> Claims"), including but not limited to all damages, costs, expenses, reasonable attorneys' fees,
<br /> judgments, and settlements resulting from such Indemnifiable Claims; provided, however, that no
<br /> Indemnifiable Claim may be settled without the express written consent of the Indemnifying Party.
<br /> Indemnity Process. The Party seeking indemnification must provide prompt written notice to the
<br /> Indemnifying Party of any Indemnifiable Claim for which indemnification will be sought. The Indemnifying
<br /> Party may elect to control the defense and settlement of any Indemnifiable Claims with counsel of its
<br /> choosing. The Party seeking indemnification will cooperate with the Indemnifying Party's defense against
<br /> the Indemnifiable Claims. If any Indemnifiable Claim is covered in part but not entirely by a Party's
<br /> indemnification obligation hereunder, the Indemnifying Party will only be responsible for costs to the
<br /> extent attributable to the covered portion.
<br /> DISCLAIMER OF WARRANTIES. EXCEPT FOR ANY WARRANTIES EXPRESSLY PROVIDED BY
<br /> MIDWEST TAPE IN THIS AGREEMENT, MIDWEST TAPE MAKES NO WARRANTIES OF ANY KIND,
<br /> WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY
<br /> OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
<br /> LIMITATION OF LIABILITY. EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN THIS
<br /> AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
<br /> CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT
<br /> LIMITED TO LOST PROFITS OR LOST BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING
<br /> TO THIS AGREEMENT, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND REGARDLESS OF
<br /> WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBLITY THEREOF.
<br /> Confidential Information. "Confidential Information" means any non-public information of either Party
<br /> that is disclosed to the other Party in connection with this Agreement either directly or indirectly, in writing,
<br /> orally, electronically, or by inspection of tangible objects, and that is designated in writing as "Confidential"
<br /> at the time of disclosure or within five (5) days thereafter. Confidential Information includes, without
<br /> REV: 07-07-16 FF Page 6 of 9
<br /> ATTY/AGR.2016. 180/Hoopla I Midwest Tape
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