|
DocuSign Envelope ID:2093CBA0-8977-4E30-9991-7852DB4E7A78
<br /> MID W I IAPE
<br /> fL 8RA ti&Ns r aiA Sou s
<br /> designs. Orange County will be notified by email, the hoopla Library Administration Website, or other
<br /> means of major modifications to the functionality of the Service.
<br /> Promotion of the Service. Midwest Tape may, at its own expense and in its own discretion, publicize the
<br /> Service and communicate with the general public and Patrons regarding the availability, features, and use
<br /> of the Service, Digital Titles, Digital Media Platform, and Digital Media Application.
<br /> Support.Midwest Tape will support the Service by maintaining help files,information,and other appropriate
<br /> documentation and training materials. Midwest Tape will undertake reasonable efforts to help Orange
<br /> County perform Orange County's obligation to provide Primary Support to Patrons, including by offering
<br /> periodic training opportunities to.Orange County staff,updating Orange County regarding system changes,
<br /> and providing Orange County with answers to"frequently asked questions" related to the Service.
<br /> Midwest Tape will supply activation support, including assisting with the implementation of any software,
<br /> and reasonable levels of continuing support to assist the Library in its use of the Service. Midwest Tape will
<br /> make technical support personnel available for feedback, problem-solving, and/or general questions.
<br /> Technical support services to the Library include: (i) reasonable efforts to identify, correct, and/or
<br /> circumvent errors in the System, Digital Media Platform, Digital Media Application, hoopla digital Website,
<br /> and hoopla Library Administration Website; and (ii) supplying updates, enhancements, and new versions
<br /> of the Service as they become available (the "Secondary Support"). Midwest Tape has no obligation to
<br /> provide Primary Support to Patrons and any support provided by Midwest Tape to Patrons will be in Midwest
<br /> Tape's sole discretion.
<br /> Midwest Tape will use reasonable efforts to provide continuous service. Permissible down-time includes
<br /> periodic unavailability due to matters such as: maintenance of the server(s); installation or testing of
<br /> software, public or private telecommunications services, or internet nodes or facilities; and failure of
<br /> equipment or services outside the control of Midwest Tape. Scheduled down-time will occur periodically
<br /> and at times designed, in Midwest Tape's sole discretion, to minimize inconvenience to hoopla users.
<br /> VI. MISCELLANEOUS.
<br /> DISCLAIMER OF WARRANTIES. TO THE EXTENT ALLOWABLE BY LAW, EXCEPT FOR ANY
<br /> WARRANTIES EXPRESSLY PROVIDED BY MIDWEST TAPE IN THIS AGREEMENT, MIDWEST TAPE
<br /> MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT
<br /> LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
<br /> PURPOSE.
<br /> LIMITATION OF LIABILITY. TO THE EXTENT ALLOWABLE BY LAW, EXCEPT AS EXPRESSLY
<br /> PROVIDED OTHERWISE IN THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR
<br /> ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES,
<br /> INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOST BUSINESS OPPORTUNITY, ARISING
<br /> OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND
<br /> REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBLITY THEREOF.
<br /> Confidential Information. "Confidential Information"means any non-public information of either Party that
<br /> is disclosed to the other Party in connection with this Agreement either directly or indirectly, in writing,orally,
<br /> electronically, or by inspection of tangible objects, and that is designated in writing as "Confidential" at the
<br /> time of disclosure or within five(5)days thereafter. Confidential Information includes,without limitation, any
<br /> and all non-public business plans, customer information, pricing, contract terms, available content and
<br /> sales, marketing and/or finances of the disclosing Party. Each Party agrees to hold the Confidential
<br /> Information of the other Party in confidence and to refrain from disclosing such Confidential Information to
<br /> 2/2016U Page 6
<br />
|