Agenda Packet_2025-08-05 - Laserfiche WebLink

Home Browse Search

ii. all necessary access to such information as may be required by MERIDIAN in order to render the SeNices, including but not limited to CLIENT Data , security access information and configuration seNices: iii. comply with all applicable laws and regulations with respect to its activities under this Agreement; iv. carry out all other CLIENT responsibilities set out in this Agreement in a ti mely and efficient manner. In th e event of any delays i n the CLIENT's provision of such assistance as agreed by the parties, MERIDIAN may adjust any agreed timetable or delivery schedule as reasonab ly necessary; v. ensure th at the Autho ri zed Users use th e SeNices and the Documentation in acco rdan ce with t he terms and conditions of this Agreement and shall be responsible for any Authorized User's breach of this Ag reement; vi . obtain and main tain all necessary licenses, consents , and permissions necessary for MERIDIAN , its employees, subcontractors and/or agents to perform their obligations under this Agree ment, including wi th out limitation the SeNices; vii . ensure that its network and systems comply with the relevant specifications provided by MERIDIAN from time to time; and viii. be sole ly respons ible for p rocuring and maintaining its network connections and telecommun ications links from its systems to MERIDIAN 'S data centers, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or re lating to the CLIENT's network connections or telecommunications links or caused by the internet 10, Indemnification a . Each Party (the "Indemnifying Party") agrees to defend the oth er Party, it s affiliate s and each of their respective offi cers, directors, employees, contractors and agen ts (each an "Indemn ified Party") from and against any action , claim, su it, investig ation or other proceedi ng brought by a th ird party (a "Cla im") to the extent such C laim results from the Indemnifying Party's breach of this Agreement or the neg ligence, wi llful misco nduct or fraud o r violation of law on the part of the Indemnifying Party, its officers, directors, employees, agents or other representatives in connection with this Agreement. The Indemn ifying Party will indemnify a nd hold harm less t he Indemnified Party from any liabilities, losses, damages, judgments, awards , fines , penalties, costs and expenses (including reasonable attorneys' fees and costs o f defense) incurred by or levied against such Indemnified Party as a res ult of such Claim tha t infringes any currently existing United States copyright, patent, trademark or trade secret of a third party. b. MERIDIAN will have no obligation to defend CLIENT with respect to any claim , demand , action or proceeding , described herei n, that is based upon: (i) use of other than the then-current release of the Software , if infringement could have been avoided by use of the th en-current release and the then-current release has been made available to CLIENT; (ii ) use of the Services in conjunction with CLIENT'S data, where use w ith such data gave rise to the infrin gement cla im ; (iii) use of the Services with other software, where use of such other software gave rise to the infringement claim; (iv) use of any SeNices in a manner inconsistent Saas Agreement: Multi-Tenant meridianks.com City Council 14 – 14 8/5/2025