Agmt17 Brainfuse, Inc. - Laserfiche WebLink

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that the Brainfuse Program, including any software, website, databases, content, or other product made available to the Indemnified Parties by Brainfuse pursuant to this Agreement, infringe or otherwise violate the intellectual property rights of such third party. Brainfuse shall also indemnify and hold harmless the Indemnified Parties from and against any final award of damages or settlement amounts for release of liability from any such Infringement Claim. Brainfuse shall have no liability under this subsection with respect to any use or other exploitation of the Brainfuse Program not in compliance with this Agreement or applicable law. Section 7.3 Settlement Brainfuse shall not settle any Claim or Infringement Claim without the prior written approval of Library, which approval may be unreasonably withheld or delayed. Section 7.4 Third Partv Beneficiaries Students of the library are third party beneficiaries of this Section VII. ARTICLE VIII — USER DATA AND DATA PRIVACY Section 8.1 Data Ownership Library will own all right, title and interest in its data that is related to the services provided by this Agreement. Brainfuse shall not access Library user accounts or Library Data, except (1) as necessary to provide the services, (2) in response to service or technical issues, (3) as required by the express terms of this Agreement or (4) at Library's written request. Section 8.2 Data Protection Protection of personal privacy and data shall be an integral part of the business activities of Brainfuse to ensure there is no inappropriate or unauthorized use of Library's data at any time. To this end, Brainfuse shall safeguard the confidentiality, integrity, and availability of Library information and Library Data and comply with the following conditions: Brainfuse shall implement and maintain appropriate administrative, technical and organizational security measures to safeguard against unauthorized access, disclosure or theft of Personal Data and Non -Public Data. Such security measures shall be in accordance with recognized industry practice and not less stringent than the measures Brainfuse applies to its own Personal Data and Non -Public Data of similar kind. ii. All data obtained by Brainfuse in the performance of this Agreement shall become and remain the property of the Library. iii. All Personal Data and Non -Public Data shall be encrypted at rest and in transit with controlled access. Unless otherwise stipulated, Brainfuse is responsible for encryption of the Personal Data and Non -Public Data. Any stipulation of responsibilities will identify specific roles and responsibilities and shall be included in a service level agreement signed by Brainfuse and Library. iv. Brainfuse warrants and represents that it is PCI -DSS SAQ-D compliant and that any data transmitted by the services will be sent via industry -standard PCI -compliant means. For data at rest, Brainfuse shall ensure hard drive encryption consistent with validated cryptography ATfY/AGR/2017.276/BRAINFUSE, INC. REV: 11-17-17 JS Page 3 of 7