4.6 SR 12-02-2024 - Laserfiche WebLink

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extent permitted by law and legally available funds,Client is responsible for and shall bear the risk of loss for,shall pay directly,and shall defend against any and all claims,liabilities, proceedings,actions,expenses,damages or losses arising under or related to: 11.2.1 Any Losses arising out of or related to Client ’s breach of any of Client ’s representations,warranties,or obligations under this Agreement;and 11.2.2 Any Losses awarded against LIV in a final judgment and arising out of or resulting from any Third-Party Action: (a)For bodily injury,death of any person or damage to real or tangible, personal property resulting from Client ’s grossly negligent or willful acts or omissions; (b)Based on Client ’s or any Authorized User ’s (i)use of Vault or the Services in combination with data,software,hardware,equipment,or technology not provided by LIV or authorized by LIV in writing,or (ii)modifications to Vault or the Services not made by LIV. MASTER SERVICES AGREEMENT -11 56428.0002.14325562.1 11.3 Indemnification Procedures.The party seeking indemnification under this Agreement must promptly notify the indemnifying party in writing of any Action and cooperate with the indemnifying party at the indemnifying party ’s sole cost and expense.The indemnifying party shall immediately take control of the defense and investigation of such Action and shall employ counsel of its choice to handle and defend that Action,at the indemnifying party ’s sole cost and expense.The indemnifying party shall not settle any Action in a manner that adversely affects the rights of the indemnified party without the indemnified party ’s prior written consent, which shall not be unreasonably withheld or delayed.The indemnified party ’s failure to perform any obligations under this Section 11.3 will not relieve the indemnifying party of its obligations under this Section 11.3 unless,and then solely to the extent that,the indemnifying party can demonstrate that it has been materially prejudiced as a result of such failure.The indemnified party may participate in and observe the proceedings at its own cost and expense. 11.4 Infringement Remedy.If a Third-Party Action that would entitle Client to indemnification under Section 11.1.2 is made or appears possible,Client shall permit LIV,at LIV’s sole discretion,to (a)modify or replace Vault or the Services,or component or part thereof,to make it non-infringing,or (b)obtain the right for Client to continue to use the item in question. If LIV determines that neither alternative is reasonably available,LIV may terminate this Agreement,either in its entirety or with respect to the affected component or part,effective immediately on written notice to Client.SECTION 11.1.2 AND THIS SECTION 11.4 SET FORTH CLIENT’S SOLE REMEDIES AND LIV ’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED,OR ALLEGED CLAIM THAT VAULT OR THE SERVICES INFRINGE,MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.LIV’S LIABILITY UNDER SECTION 11.1.2 AND THIS SECTION 11.4 IS SUBJECT TO THE LIABILITY LIMITS SET FORTH IN SECTION 12. SECTION 12.ASSUMPTION OF RISK;LIMITATION OF LIABILITY Page 131 of 211