SHIELD OPS, INC. 1 - Laserfiche WebLink

Home Browse Search

18. VIRUSES Each Party will use Commercially Reasonable efforts to prevent Viruses from being coded or introduced into the computer systems used to provide or Use the Services. In the event a Virus is found to have been coded or introduced into the computer systems utilized in connection with the Services delivered by Shield Ops, Shield Ops will use Commercially Reasonable efforts to eliminate the effects of the virus at Shield Ops' expense. If Santa Ana is found to have introduced a Virus into the computer systems utilized in connection with the Services, Santa Ana will pay Shield Ops its standard hourly rates to eliminate the effects of the Virus. 19. NO AGENCY It is agreed that the relationship of Shield Ops to Santa Ana in the performance of this Agreement is as an independent contractor and that neither Shield Ops nor Santa Ana is an agent of the other Party. Each Party agrees to refrain from representing itself as being the agent of the other Party in performing or acting pursuant to this Agreement. Neither Party shall have the power or authority to bind or otherwise commit the other Party with respect to this Agreement and shall not attempt to do so. 20. REPRESENTATIONS AND WARRANTIES Each person signing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement. Each Party represents and warrants to the other that the execution and delivery of the Agreement and the performance of such Party's obligations hereunder have been duly authorized and that the Agreement is a valid and legal agreement binding on such Party and enforceable in accordance with its terms. Shield Ops represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online Shield Ops help documentation under normal use and circumstances. 21. MUTUAL INDEMNIFICATION Santa Ana shall indemnify and hold Shield Ops, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Santa Ana Data infringes the rights of, or has caused harm to, a Third Party; (ii) a claim, which if true, would constitute a violation by Santa Ana of Santa Ana's representations and warranties; or (iii) a claim arising from the breach by Santa Ana or SAPD Employees of this Agreement, provided in any such case that Shield Ops (a) gives written notice of the claim promptly to Santa Ana; (b) gives Santa Ana sole control of the defense and settlement of the claim (provided that Santa Ana may not settle or defend any claim unless Santa Ana unconditionally releases Shield Ops of all liability and such settlement does not affect Shield Ops' business or Service); (c) provides to Santa Ana all available information and reasonable assistance; and (d) has not compromised or settled such claim. Shield Ops shall indemnify and hold Santa Ana and Santa Ana's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and Version 09301 O 9 'I