Agmt24 Baker & Taylor, LLC - Laserfiche WebLink

Browse Search

REV: 12-14-23 VR 19.4 The sole remedy for a breach of the warranty given in clause 19.3(a) is that we shall defend, hold harmless and indemnify you against all loss, damage, claims, liabilities, fees, costs and expenses arising out of any action brought against you based on a claim that the Service infringes any U.S. intellectual property right of any third party, provided that: (a) we shall be notified promptly in writing of any such claim; (b) you shall make no admission or settlement of such claim without our prior written consent; (c) we shall have sole control of the defense and any negotiations for compromise; (d) you shall provide, at our expense, such assistance as we reasonably require. 19.5 THE WARRANTIES IN CLAUSE 19.3 ARE IN LIEU OF ALL OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, AND WE MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE, REGARDING THE SERVICES, SOFTWARE, TECHNOLOGY, INTELLECTUAL PROPERTY, MATERIALS, INFORMATION OR OTHER ITEMS PROVIDED OR MADE AVAILABLE UNDER THIS AGREEMENT, AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 19.6 EXCEPT FOR OUR OBLIGATIONS UNDER SECTION 19.1 OR 19.4, OUR TOTAL LIABILITY UNDER THIS AGREEMENT REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED A SUM EQUAL TO ONE YEAR’S SUBSCRIPTION FEE. THE FOREGOING LIMITATION WILL NOT LIMIT THE AMOUNT OF ANY INSURANCE PROCEEDS THAT ARE PAYABLE PURSUANT TO A CLAIM FOR INSURANCE THAT IS REQUIRED TO BE PROVIDED BY US UNDER THE AGREEMENT FOR SERVICES. 19.7 We shall not be liable if you are unable to access the Service or incur problems or loss when using the Service because of any corruption, abuse or incorrect use of the website or usernames and passwords or contravention of the terms of this Agreement (including any use of the Service with equipment or other software which is incompatible) and/ or because of any variation or modification to the website or Software which is unauthorized by us, and/or where the website or Software has been used in contravention of the terms of this Agreement and/or in contravention of the website terms and conditions and/or where the failure is due to factors external to the website and Software including but not limited to damage or environmental conditions and/or failures in other equipment or software and/or where the failure is due to incorrect, inaccurate, out of date or corrupted data supplied by you. 19.8 Any delays caused by you shall be added to any estimated timescales for provision of the Service. 19.9 We shall effect and maintain with a reputable insurance company professional indemnity insurance in an amount not less than $1 million. 19.10 We shall hold employer’s liability insurance in respect of our staff in accordance with any legal requirement for the time being in force. 19.11 We shall produce to you, on reasonable prior request, copies of the insurance policies referred to in this clause or a broker’s verification of insurance to demonstrate that the appropriate cover is in place, together with receipts or other evidence of payment of the latest premiums due under those policies. 20. Dispute Resolution 20.1 Each party shall use commercially reasonable efforts to resolve any disputes arising under this Agreement in good faith as soon as practicable. If any dispute cannot be resolved to the reasonable satisfaction of the parties within ten (10) days after the dispute arose, either party may elect to escalate the dispute to a representative executive of each party. ATTY/AGR.2023.308/Bridgeall Libraries Limited (Collection HQ 2023 Agreement) (Page 22 of 25)