Reso 2022-3435 - Laserfiche WebLink

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Vigilant Solutions, advanced payments to Vigilant Solutions will be applied in full to each subsequent Service Period's Service Fees until the balance of the credits is reduced to a zero balance. System based advanced credits shall be applied to subsequent Service Fees in the amount that entitles Affiliate continued operation of the designated camera unit systems for the following Service Period until the credits are reduced to a zero balance. C. Price Adjustment. Vigilant has the right to increase or decrease the annual Service Fee from the then existing Service Period to a subsequent Service Period; provided, however, that in no event will a Service Fee be increased by more than the greater of (i) 5% of the prior Service Period's Service Fees, and (ii) the published rate of inflation in the United States for the prior year then ended. If Vigilant intends to adjust the Service Fee for a subsequent Service Period, it must give Affiliate notice of the proposed increase on or before the date that Vigilant invoices Affiliate for the upcoming Service Period; otherwise, the proposed adjustment to the Service Fee is null and void. D. Additional Camera License Keys. Additional camera license keys may be added during any renewal term(s) in an amount not to exceed Five Hundred Dollars ($500.00) per camera or at any lower per camera cost provided to any other client of Vigilant for the same or similar services, whichever amount is lower. XIV. Indemnification. Vigilant shall indemnify, defend and hold harmless Affiliate, its officers, agents, directors, and employees, from any and all claims, liabilities, damages, losses, and costs, including, but not limited to reasonable attorney's fees and costs, to the extent caused, or alleged to have been caused, by the negligence, recklessness or wrongful misconduct of Vigilant and/or persons employed or utilized by Vigilant in the performance of any work in connection with this Agreement. This indemnification shall survive the term of this Agreement. In the event that any action or proceeding is brought against Affiliate by reason of any such claim or demand to the extent caused, or alleged to have been caused, by the negligence, recklessness or wrongful misconduct of Vigilant and/or persons employed or utilized by Vigilant in the performance of any work in connection with this Agreement, Vigilant shall, upon written notice from Affiliate, resist and defend such action or proceeding by counsel satisfactory to Affiliate. The indemnification provided above shall obligate Vigilant to defend at its own expense to and through appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at Affiliate's option, any and all claims of liability and all suits and actions of every name and description covered by this Section, which may be brought against Affiliate whether performed by Vigilant, or per employed or utilized by Vigilant, with the exception of any claims alleging incidental, special, consequential damages including damages for loss of use, data, Vigilant Solutions Enterprise License Agrcement Pace I 1