Agmt17 Brainfuse, Inc. - Laserfiche WebLink

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ARTICLE III — SERVICE LEVEL AND LIABILITY Brainfuse shall maintain the service with a maximum of 5% down time for the duration of the agreement. Failure to maintain this standard will result in a prorated refund to the Library for the excessive down time. Brainfuse shall not otherwise be responsible or liable for any disruption, pause or cessation of the Brainfuse Program caused by actions or events beyond Brainfuse's immediate control, including, but not limited to, Internet disruptions, the Library's computers, hardware malfunctions, firewall restrictions, browser incompatibilities, other systems problems, or the failure of patrons to attend sessions. This paragraph shall not limit Brainfuse's obligations under Articles VII and VIII of this Agreement. ARTICLE IV - COMPENSATION AND EXPENSES Section 4.1 Comnensation The Library shall pay to Brainfuse a fee of $5,625 for the Brainfuse Program for the period from September 1, 2017 to January 31, 2018. The fee shall be due within two weeks of the Library receiving two original signed agreements from Brainfuse. Brainfuse reserves the right to withhold service pending processing and payment of invoices by the Library. Section 4.2 Expenses Except as provided otherwise herein, the parties to this Agreement shall be responsible for their own expenses, including taxes and general administrative expenses. Brainfuse shall not be responsible for providing the necessary hardware or software (including, but not limited to, computers, speakers, microphones, Internet access, as well as browsers and firewall modifications) for the proper operation of the Brainfuse Program. ARTICLE V - TERM OF THE AGREEMENT This Agreement shall remain valid through January 31, 2018. ARTICLE VI — RIGHT TO USE Brainfuse grants Library a nonexclusive right to use the Brainfuse Program website for the use of the Brainfuse Program. ARTICLE VII - INDEMNIFICATION Section 7.1 General Indemnitv Brainfuse shall defend, indemnify and hold harmless Library and its officers, agents, employees, volunteers, and students using the Brainfuse program (the "Indemnified Parties") from and against all claims, damages, losses and expenses including attorney fees (each a "Claim") related to the use of the Brainfuse Program and any associated services/databases by the Indemnified Parties, caused in whole or in part by the willful misconduct or any negligent act or omission of Brainfuse, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, except where caused by the sole negligence or willful misconduct of the Indemnified Parties. For the sake of clarity, Brainfuse's obligations under this paragraph apply, without limitation, to Claims relating to Data Breaches and Security Incidents and to unauthorized disclosure of Library Data. Section 7.2 Infringement Indemnitv Without limiting the generality of the forgoing, Brainfuse shall defend the Indemnified Parties from and against any claim, suit, or action (an "Infringement Claim") by a third party that is based upon an allegation ATTY/AGR/2017.276/BRAIN FUSE, INC. REV: 11-17-17 JS Page 2 of 7