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BiblioLabs, LLC <br />BiblioBoard Terms of Use and Conditions for Institutions and Libraries <br />Page 14 of 10 <br />NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, BIBLIOLABS' LIABILITY TO LICENSEE <br />OR ITS AUTHORIZED USERS FOR ANY CAUSE OF ACTION WHATSOEVER AND REGARDLESS OF THE FORM OF <br />THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT, IF ANY, PAID BY LICENSEE TO BIBLIOLABS <br />DURING THE TERM OF THIS AGREEMENT. <br />13. INSURANCE. <br />Commercial General Liability (CGL): Insurance Services Office Form CG 00 01covering CGL on an "occurrence" <br />basis, including products and completed operations, property damage, bodily injury and personal & <br />advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate. <br />Additional Insured Endorsement Language <br />"City of Santa Ana, officers, agents, employees, and volunteers are named as additionally insured on this policy <br />pursuant to written contract, agreement, or memorandum of understanding. Such Insurance as is afforded by <br />this policy shall be primary, and any insurance carried by City shall be excess and noncontributory." Additional <br />Insured Endorsements are required to accompany Certificates of Insurance. Certificate of Insurance shall <br />provide thirty (30) day prior written notice of cancellation. <br />Additional Requirements: <br />Certificates of Insurance must be accompanied by a list of all excluded coverages under the general liability and <br />excess/umbrella liability policies. <br />The general liability and excess/umbrella liability documents must list the corresponding policy numbers <br />referenced on the Certificate of Insurance. <br />Biblioboard must maintain insurance throughout the term of the Agreement and failure to do so, shall be <br />grounds for termination. <br />Certificate Holder: <br />Must be addressed as follows: <br />City of Santa Ana <br />Risk Management Division <br />20 Civic Center Plaza <br />Santa Ana, CA 92702 <br />14. INTELLECTUAL PROPERTY INDEMNITY. <br />Biblioboard shall defend and indemnify Licensee, its officers, agents, representatives, and employees against <br />any and all liability, including costs, for infringement of any United States' letters patent, trademark, orcopyright <br />infringement, Including costs, contained in the program and/or software provided by Biblioboard to Licensee <br />pursuant to this Agreement. <br />15. MISCELLANIOUS. <br />a. Relationship of the Parties. Nothing contained in this Agreement will create a partnership, joint <br />venture, or agency relationship between the parties. The parties will act as independent contractors <br />hereunder, and neither will have the authority to bind the other with respect to any third party. <br />b. Severance. If any provision of this Agreement Is held to be invalid, such invalidity will not affect the <br />remaining provisions. <br />c. Waiver. The failure of BiblloLabs to enforce any provision of this Agreement will not constitute a <br />waiver of Its rights to subsequently enforce the provision. The remedies specified in this Agreement <br />are in addition to any other remedies that may be available to it at law or in equity. <br />Orlg _9/25/2012 <br />Rev_4/1/2013 <br />Rev_5/20/2015 <br />Rev_11/28/2016 <br />