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InfoSend MSA
<br />Version 3.4 5 | Page
<br />down phone lines, all lines busy, equipment failure, email
<br />address changes, and Internet service disruptions. Client
<br />acknowledges that it is aware of the potential hazards
<br />associated with using such infrastructure and will be
<br />responsible for ensuring InfoSend is in receipt of any
<br />communication or data destined for InfoSend. Client
<br />releases InfoSend from any and all liability that results
<br />from an unsuccessful communication or data transfer to
<br />InfoSend, one which does not produce a confirmation
<br />receipt from InfoSend.
<br />
<br />9.5 Outbound Services Disclaimer
<br />InfoSend Outbound Communication services are intended
<br />to create additional methods of communication for clients
<br />in support of existing processes. These services are not
<br />intended to replace all interaction with clients’ end users
<br />or employees. While the outbound services have been
<br />created with certain available tools and practices, they are
<br />dependent on infrastructure that is inherently not fail-
<br />proof, including but not limited to infrastructure such as
<br />United States Postal Service (“USPS”) delivery standards,
<br />software, computer hardware, network services,
<br />telephone and SMS services, and email. Examples of
<br />situations that could cause failure include but are not
<br />limited to: USPS failure to deliver, down phone lines, all
<br />lines busy, equipment failure, email address changes, and
<br />Internet service disruptions. For this reason, while
<br />outbound services are valuable in providing enhanced
<br />communication, they are specifically not designed to be
<br />used as the sole method to deliver critical messages.
<br />Client acknowledges that Client is aware of the potential
<br />hazards associated with relying on an automated
<br />outbound service feature when using InfoSend services.
<br />Client agrees that it is giving up in advance any right to
<br />make any claim against InfoSend, and that Client forever
<br />releases InfoSend from any and all liability caused by (a)
<br />any failed USPS delivery; (b) any failed email delivery; (c)
<br />any failed SMS or call attempts (including excess of calls
<br />over and above network or system capacity), incomplete
<br />calls, or any busy-outs; or (d) any failure to transmit,
<br />obtain or collect data from callers or for human and
<br />machine errors, faulty or erroneous input, inarticulate
<br />caller communication, caller delays or call lengths
<br />exceeding estimated call lengths or omissions, delays and
<br />losses in connection with the Services provided
<br />hereunder. Such release shall include instances where
<br />Client, Client’s employees, or Client’s end user suffer
<br />injury or damage due to the failure of outbound services
<br />to operate, even though InfoSend may know or suspect
<br />what or how extensive those injuries or damages might
<br />be, unless such losses were directly attributable to
<br />InfoSend’s gross negligence or willful misconduct.
<br />10 Insurance
<br />
<br />10.1 InfoSend’s Insurance Provisions
<br />InfoSend will maintain the following minimum insurance
<br />levels during the Initial Term of this Agreement and any
<br />Renewal Terms:
<br />
<br />• Commercial General Liability coverage in the amount
<br />of $1,000,000.00 per occurrence and $2,000,000.00
<br />in aggregate.
<br />• Automobile Liability Insurance coverage in the
<br />amount $1,000,000.00 per occurrence.
<br />• Umbrella Liability Insurance in the amount of
<br />$5,000,000.00 per occurrence and in aggregate.
<br />• Worker’s Compensation Insurance with at least the
<br />minimum coverage amounts required by law.
<br />• Errors & Omissions Insurance with a $5,000,000.00
<br />coverage limit.
<br />
<br />11. Indemnification & Limitation of Liability
<br />
<br />11.1 Indemnification
<br />InfoSend is a service provider. As such, Client
<br />acknowledges that data processing involves the risk of
<br />human and machine errors and that InfoSend shall not be
<br />liable for any errors, omissions, delays or losses.
<br />
<br />InfoSend will not be responsible for actions, omissions or
<br />delays to Services resulting from incomplete, late or faulty
<br />data and/or instructions transmitted by Client. Client shall
<br />indemnify, defend and hold InfoSend and InfoSend’s
<br />Affiliate(s) harmless from any and all claims, damages,
<br />awards, costs, fees, expenses, interest, and penalties
<br />related to or arising from Client’s breach of any provision
<br />of this Agreement, any unlawful conduct of Client, and/or
<br />any event beyond the reasonable control of InfoSend or
<br />its Affiliate(s), including, without limitation, (a) failures or
<br />limitations on the availability of third-party
<br />telecommunications or other transmission facilities; (b)
<br />Client failure to maintain security or confidentiality of data
<br />or access credentials; and/or (c) violation of any applicable
<br />laws, regulations or industry standards.
<br />
<br />Excluding the provisions provided in this section above,
<br />InfoSend shall hold harmless, defend, and indemnify the
<br />City, its officers, and employess, against any and all claims,
<br />costs, demands, causes of action, lawsuits, losses,
<br />expenses, or liability, including attorney’s fees, arising out
<br />of the alleged acts or omissions of InfoSend, its
<br />subcontractors, or agents, or anything arising from this
<br />Agreement.
<br />
<br />DocuSign Envelope ID: 43E02F51-7A2C-4361-B8BB-6A57EFD149CD
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