Agmt 2013 SirsiDynix - Laserfiche WebLink

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File:San Leandro Public Library GC#300521 3. FINANCIAL TERMS (ii) gives SirsiDynix sole control of the defense and settlement of the 3.1.1 Fees and Payment Terms. The Customer shall pay the Claim; (iii) provides SirsiDynix, at SirsiDynix's expense, with all amounts set forth in the Quote. Invoices become past due 30 days available information and assistance relating to the Claim and after the invoice date. Interest accrues on past due balances at the cooperates with SirsiDynix and its counsel; (iv) does not compromise higher of 1'/=% per month or the highest rate allowed by law. If or settle such Claim;and(v)is not in material breach of any agreement Customer fails to make payments of any amount due under the Master with SirsiDynix. 6.1.2 SirsiDynix has no obligation to the extent any Agreement,SirsiDynix will be entitled to suspend its performance upon Claim results from: (i) Customer having modified the SirsiDynix ten (10) days written notice to Customer. 3.1.2 Unless expressly Software or SirsiDynix Subscription or used a release other than a provided otherwise, amounts paid or payable for Software, current unaltered release of the SirsiDynix Software, if such an Subscriptions and Hardware are not contingent upon the performance infringement would have been avoided by the use of a current of any Services. unaltered release of the SirsiDynix Software, (ii) Third Party Software and/or Content, or (iii) the combination, operation or use of the 3.2 Taxes. Customer agrees to pay any sales tax arising out of SirsiDynix Software or SirsiDynix Subscriptions with software or data the Master Agreement, other than those based on SirsiDynix's net not provided under the Master Agreement.6.1.3 If it is adjudicated that income. If Customer is tax-exempt, Customer agrees to send the use of the SirsiDynix Software or SirsiDynix Subscriptions in SirsiDynix a copy of its tax-exempt certificate upon execution of the accordance with the Master Agreement infringes any USA patent, Master Agreement. Customer agrees to indemnify SirsiDynix from any registered copyright, or registered trademark, SirsiDynix shall, at its liability or expense incurred by SirsiDynix as a result of Customer's option: (i) procure for Customer the right to continue using the failure or delay in paying such sales tax due. infringing Product; (ii) replace or modify the same so it becomes non- 4. CONFIDENTIALITY infringing;or(iii)Customer will be entitled to an equitable adjustment in 4.1 Non-Disclosure. Each party will protect the other party's the fees paid for the affected Product. THIS SECTION STATES Confidential Information from unauthorized dissemination and use the SIRSIDYNIX'S ENTIRE OBLIGATION TO CUSTOMER AND same degree of care that each such party uses to protect its own CUSTOMER'S SOLE REMEDY FOR ANY CLAIM OF confidential information,but in no event less than a reasonable amount INFRINGEMENT. of care. Neither party will use Confidential Information of the other 6.2 By Customer. To the extent allowed by law, Customer shall party for purposes other than those necessary to directly further the defend or settle, at its option and expense, any action, suit or purposes of the Agreement. Neither party will disclose to third parties proceeding brought against SirsiDynix by a third party arising out of or Confidential Information without prior written consent of the other party. in connection with: (i) any claim that Customer Data infringes on the 4.2 Exceptions. Information shall not be considered intellectual property rights of a third party; or (ii) any claim Confidential Information to the extent, but only to the extent, that the that Customer or a Customer's user is using the Product in a mariner disclosing party can establish that such information (i) is or becomes that violates the provisions of the Agreement. Customer's obligations generally known or available to the public through no fault of the under this section are contingent upon: (a) SirsiDynix providing receiving party; (ii) was in the receiving party's possession before Customer with prompt written notice of such claim; (b)SirsiDynix receipt from the disclosing party; (iii) is lawfully obtained from a third providing reasonable cooperation to Customer, at Customer's party who has the right to make such disclosure; (iv) has been expense, in the defense and settlement of such claim; and (c) independently developed by one party without reference to any Customer having sole authority to defend or settle such claim. Confidential Information of the other; (v) is information aggregated by 7. REMEDIES. SirsiDynix that no longer contains any personally identifiable 7.1 If a SirsiDynix Product does not perform as warranted,SirsiDynix information; or (vi) is required to be disclosed by law provided the shall use commercially reasonable efforts to correct Errors. As receiving Party has promptly notified the disclosing party of such Customer's exclusive remedy for any claim under this warranty, requirement and allowed the disclosing party a reasonable time to Customer shall promptly notify SirsiDynix in writing of its claim. oppose such requirement. The parties acknowledge that Customer Provided that such claim is reasonably determined by SirsiDynix to be may be subject to freedom of information legislation and further SirsiDynix's responsibility,SirsiDynix shall,within ninety(90)days of its acknowledges that such legislation may take precedence over the receipt of Customer's written notice, (i)correct such Error; (ii) provide confidentiality provisions of this section as they apply to Customer. Customer with a plan reasonably acceptable to Customer for 5. PRIVACY correcting the Error; or (iii) if neither (i) nor (ii) can be accomplished Customer represents and warrants that before providing personally with reasonable commercial efforts from SirsiDynix, then SirsiDynix or identifiable information to SirsiDynix or its agents, it will comply with Customer may terminate the affected SirsiDynix Product and Customer any laws applicable to the disclosure of personally identifiable will be entitled to an equitable adjustment in the fees paid for the information,including providing notices to or obtaining permission from affected Product at SirsiDynix's discretion. The preceding warranty third parties to allow sharing of their personally identifiable information cure shall constitute SirsiDynix's entire liability and Customer's with SirsiDynix under the Agreement. Customer will indemnify exclusive remedy for cure of the warranty set forth herein. SirsiDynix for any breach of this representation and warranty. No 7.2 Exclusions. SirsiDynix is not responsible for any claimed breach personally identifiable information will be disseminated by SirsiDynix to of any warranty caused by: (i) modifications made to the Products by any third parties, except as consented to by Customer or required by anyone other than SirsiDynix; (ii)the combination, operation or use of law. the Products with any items that are not part of the Operating 6. INDEMNIFICATION Environment; (iii) Customer's failure to use any new or corrected versions of the Products made available by SirsiDynix; (iv)SirsiDynix's 6.1.1 By SirsiDynix.SirsiDynix will defend or settle,at its option and adherence to Customer's specifications or instructions;or(v)Customer expense,any action,suit or proceeding brought against Customer that deviating from the SirsiDynix Product operating procedures described the SirsiDynix Software or SirsiDynix Subscriptions(excluding Content in the Documentation. and Third Party Software) infringe a third party's USA patent, 8. LIMITATION OF LIABILITY registered copyright, or registered trademark("Claim"). SirsiDynix will indemnify Customer against all damages and costs finally awarded 8.1 TO THE FULLEST EXTENT PERMITTED BY LAW, which are attributable exclusively to such Claim, provided that SIRSIDYNIX'S TOTAL LIABILITY (INCLUDING ATTORNEYS FEES Customer: (i) promptly gives written notice of the claim to SirsiDynix; AWARDED UNDER THE AGREEMENT) TO CUSTOMER FOR ANY Customer Initial and Date: 7_ l Confidential Page 3 of 6 ` ! Sir'Si ix