2005 054 Ordinance - Laserfiche WebLink

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15.4. Umbrella Liability -$4,000,000 in excess of the primary general and automobile liability coverage. 15.5. Upon request, OneCleveland shall deliver to Subscriber a certificate of insurance for every Fiscal Year that Subscriber receives services of any kind from OneCleveland. 16. INDEIVINITY. 16.1. Each of OneCleveland and Subscriber (the "Indemnifying Party") shall indemnify and hold harmless the other against any claims from any and all third parties, and for payment of any costs, fees, liabilities, damages or penalties, to the extent such claims arise as a result of non-compliance by the Indemnifying Party with its obligations under this Agreement, provided that (a) neither OneCleveland nor Subscriber shall have any obligation to indemnify the other for any claims which, if brought by the other party would be of a type, liability for which is excluded under Section 11, and (b) OneCleveland shall have no obligation to indemnify Subscriber for claims by Subscriber's customers or other third party end users of the Services. 16.2. To the extent pernutted by Ohio Law the subscriber agrees to indemnify, defend, and hold OneCleveland, its officers, affiliates, and its agents and subcontractors harmless, from and against: 16.2.1. All liabilities and costs (including reasonable legal fees) arising from any and all claims by any of Subscriber's Customers or other third party end users in connection with the Services (including without limitation, any claims regarding content transmitted using the Services or a violation of data protection legislation), regardless of the form of action, provided that Subscriber will have no obligation to indemnify and defend OneCleveland against claims which arise solely from OneCleveland's negligence or intentional misconduct or damages for bodily injury or death caused by OneCleveland's negligence or intentional misconduct; 16.2.2. any and all losses, costs, damages, expenses, claims and demands, including but not limited to copyright infi-ingement and all manner of intellectual property claims, defamation claims, claims of publication of obscene, indecent, offensive, racist, unreasonably violent, threatening, intimidating or harassing material, and claims of infringement of data protection legislation, based on: (i) the context of any information transmitted by Subscriber or by any of its customers or end users, (ii) the use and/or publication of any and all communications or information transmitted by Subscriber or by any of its customers or end users, or (iii) the use of Service(s) by Subscriber in any manner inconsistent with the terms of this Agreement; and 16.2.3. any failure by Subscriber to comply with any warranties under this Agreement and/or any Addenda hereto. 17. INDEPENDENT CONTitACTOlt. 17.1. By entering into this Agreement, the Parties are not establishing any joint venture or partnership. Each party is independent contractor acting solely for its own account. Neither party has any authority to bind the other. Employees of a party are not employees of the other party under the meaning or application of federal or state laws, including, without limitation, worker's compensation laws, unemployment insurance benefits, social security coverage or retirement benefits. Each party remains solely responsible for all liabilities and obligations to its employees. SSA20051021 Page 10 of 14