Orange County NC Website
pursuant to the North Carolina Public Records Law. Client will provide Tutor.com with <br /> prompt notice of any intended disclousures or requests for disclosure pursuant to the North <br /> Carolina Public Records Law and an appropriate opporutity to seek protection of Tutor.com's <br /> confidentially and propriety information consistent with all applicatble laws and regulations. <br /> In the event Tutor.com objects to the disclosure of any information, Tutor.com agrees to <br /> indemnify and hold harmless the Client from all loss, liability, claims or expense, including <br /> attorney's fees, arising out of or related to the Client's failure to disclosure the records <br /> requested. <br /> 10. Miscellaneous Provisions. <br /> a. Indemnification. Tutor.com shall indemnify the Client for claims relating to the negligent, <br /> improper or illegal use of the Service by any Tutor.com tutor. For such indemnity to apply <br /> Client must notify Tutor.com promptly of a claim. Tutor.com will defend, indemnify and hold <br /> Client harmless from and against any loss, cost and expense that Client incurs because of a <br /> claim that use of Tutor.com's proprietary software infringes any United States copyright of <br /> others. Tutor.com's obligations under this indemnification are expressly conditioned on the <br /> following: (i) Client must promptly notify Tutor.com of any such claim; (ii) Client must in <br /> writing grant Tutor.com sole control of the defense of any such claim and of all negotiations <br /> for its settlement or compromise (if Client chooses to represent its own interests in any such <br /> action, Client may do so at its own expense, but such representation must not prejudice <br /> Tutor.com's right to control the defense of the claim and negotiate its settlement or <br /> compromise); and (iii) Client must cooperate with Tutor.com to facilitate the settlement or <br /> defense of the claim. If any component of the Services provided by Tutor.com becomes the <br /> subject of a United States copyright infringement claim, then Tutor.com, at its sole option and <br /> expense, will either: (A) obtain for Client the right to continue using the Services under the <br /> terms of this Agreement; or (B) refund to Client the portion of the license fee paid to <br /> Tutor.com. THE FOREGOING IS TUTOR.COMS EXCLUSIVE OBLIGATION WITH <br /> RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. <br /> b. Authentication. Client shall ensure that access to the Services is properly limited to Client's <br /> authorized users. <br /> c. The Remote Home Access option, if selected, allows authorized users to access the Services <br /> from their personal computers in residential settings. If the Remote Home Access option is <br /> not selected, authorized users may use the Services only from computers physically located at <br /> Client locations. Access from non-residential settings always requires a separate license. For <br /> example, if Client is a public library and selects the Remote Home Access option, its <br /> authorized users may access the Services in the library and from their home computers, but <br /> not from a school unless the school has arranged for its own site license. <br /> d. All marketing, promotional materials, and other communications that refer to this program <br /> must acknowledge Tutor.com as the service provider: All printed materials must include <br /> reference to Tutor.com using the "Powered by Tutor.com" logo. If use of graphic logos may <br /> be inappropriate (such as in press releases), the text phrase "Powered by Tutor.com" may be <br /> substituted. All references to Live Homework Help®must include the registration mark, and a <br /> statement that"Live Homework Help® is a registered trademark of Tutor.com, Inc." <br /> e. Waivers. No term or provision shall be deemed waived and no breach excused unless such <br /> waiver or consent is in writing and signed by the Party claimed to have waived or consented. <br /> The waiver of either Party hereto of any right hereunder or of the failure to perform or of a <br /> breach by the other Party shall not be deemed a waiver of any other right hereunder or of any <br /> other breach or failure by such other Party whether of a similar nature or otherwise. <br /> Tutor.com Standard Master Service Agreement(MSA)—revised March 2011 Page 4 of 8 <br />