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<br />2 <br /> <br />provided by any Client Users, under the terms of this Agreement in accordance with accepted <br />industry practices or processes, practices and procedures that shall be no less comprehensive <br />than those set forth in the security policies developed and enhanced by Company from time to <br />time to maintain currency with technology security practices. <br /> <br />1.4.2. The Company shall, within seventy-two (72) hours of discovery, <br />notify Client of any Data Security Breach. As soon as practicable thereafter, Company shall <br />provide Client full and complete details of the Data Security Breach. The Company will cooperate <br />with Client in a commercially reasonable manner to investigate the incident and will exert <br />commercially reasonable efforts to (i) terminate the Data Security Breach and (ii) prevent the <br />reoccurrence thereof. The Company shall provide commercially reasonable assistance to Client <br />to regain possession of and terminate the Data Security Breach. Company shall assist and <br />cooperate with Client concerning any disclosures to affected Client Users, other parties, <br />government or regulatory bodies, and other remedial measures as required under any applicable <br />privacy or data protection law. If the Data Security Breach was caused, in whole or in part, by the <br />Company’s negligence or breach of this Agreement, Company shall indemnify and hold Client <br />harmless from and against any and all Liabilities (as defined below under Section 5.1) incurred <br />by Client in connection with such Data Security Breach. For purposes of this Agreement, “Data <br />Security Breach” shall mean an unauthorized act or occurrence that bypasses or contravenes <br />security policies, practices, or procedures and which could reasonably be expected to have a <br />material adverse impact on the Client Data. <br /> <br />1.4.3. Except as provided in Section 1.4.2, the Company shall not be liable <br />for any damage or loss related to the accuracy, security and/or maintenance of any data uploaded <br />by the Client or a Client User to the Software Platform or otherwise provided by the Client or Client <br />User to the Company (“Client Data”). <br /> <br />1.4.4. City of Everett Cloud/Offsite Hosting Terms and Conditions <br />attached to this Agreement as Exhibit B are part of this Agreement. In Exhibit B, the Company is <br />the “Service Provider.” This Section 1.4 is subject to the attached City of Everett Cloud/Offsite <br />Hosting Terms and Conditions. <br /> <br />1.5. Company Personnel; Limitations. Company shall provide qualified <br />personnel, each of whose names, positions, billing rates, respective levels of experience and <br />relevant licenses may be listed in the Statements of Work or Change Orders (the “Personnel”) to <br />complete the Services specified in the Statements of Work. Certain key Personnel may be <br />specified in a Statement of Work or Change Order as “Key Personnel.” <br /> <br />1.5.1. Neither the Company nor any employees, contractors or Personnel <br />of the Company (including those individuals giving any initial or on-going training to Client or Client <br />Users) is being engaged to make recommendations or furnish any advice based on any Client <br />Data. Neither the Company nor any employees, contractors or Personnel of the Company <br />(including those individuals giving any initial or on-going training to Client or Client Users) shall <br />have any liability or obligation to Client, Client Users or any third-party’s reliance upon, application <br />or use of any information, data, data extraction or any reports furnished or actions taken as a <br />result of Client’s use or access to the Services.