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File: San Leandro Public Library GC#300521
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<br />Customer Initial and Date: dl.initialhere.1
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<br /> Confidential
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<br />Page 1 of 6
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<br />MASTER AGREEMENT
<br /> BETWEEN
<br />SAN LEANDRO PUBLIC LIBRARY
<br />AND SIRSIDYNIX
<br />1. PURPOSE AND SCOPE
<br />1.1 Parties. This Master Agreement (the “Master Agreement) is
<br />entered into between Sirsi Corporation dba SirsiDynix (“SirsiDynix”)
<br />and the customer identified in the signature block below (“Customer”).
<br />1.2 Included Documents. The following are Included Documents:
<br />Quote # dl.quote_number.3
<br />This Master Agreement shall fully incorporate by reference the terms
<br />and conditions found in the Included Documents. This Master
<br />Agreement shall also incorporate by reference the future purchase of
<br />any Product by Customer as a result of any Quote, invoice or purchase
<br />order.
<br />1.3 Product, Price and Other Terms. The terms for the purchase of a
<br />specific Product, such as the Product description, the price and the
<br />term are set forth in the Quote.
<br />1.4 Effective Date. The Effective Date of this Master Agreement shall
<br />be as defined in Exhibit A.
<br />1.5 Purchase of Products. Customer desires to purchase Products
<br />from SirsiDynix as set forth in the Quote. Such purchase and future
<br />purchases of Products by Customer shall be governed by this Master
<br />Agreement. By signing below, the parties acknowledge receipt of and
<br />agree to be bound by the terms and conditions of this Master
<br />Agreement and the Quote for Products purchased by Customer.
<br />1.6 EULAs. Customer’s use of any Third Party Software licensed
<br />hereunder or incorporated in the Products shall be subject to, and
<br />Customer shall sign and comply with, any applicable EULAs. To the
<br />extent any terms and conditions of this Agreement conflict with the
<br />terms and conditions of an EULA, the terms and conditions of the
<br />EULA shall control. SirsiDynix may add and/or substitute functionally
<br />equivalent products for any third party items in the event of product
<br />unavailability, end-of-life, or changes to software requirements.
<br />Customer shall use the Third Party Software solely in conjunction with
<br />the SirsiDynix Software and Customer shall have no broader rights
<br />with respect to the Third Party Software than it has to the SirsiDynix
<br />Software. Customer’s sole remedy with respect to such Third Party
<br />Software shall be pursuant to the original licensor’s warranty, if any, to
<br />SirsiDynix, to the extent permitted by the original licensor. Third Party
<br />Software is made available by SirsiDynix on an "AS IS, AS
<br />AVAILABLE" BASIS.
<br />2. LICENSE, GRANT OF USE AND/OR TITLE
<br />2.1 Generally. Customer’s purchase of Products under this Master
<br />Agreement may include from time-to-time Software, Subscriptions,
<br />Services, and/or Hardware. The following provisions under this Section
<br />2 apply if relevant to the type of Product purchased, whether
<br />purchased under the Quote referenced in Section 1.2 or by a future
<br />purchase incorporated into this Master Agreement. The provisions of
<br />this Section 2 apply only to the extent relevant to the Products actually
<br />purchased by Customer.
<br />2.2.1 Software License. For Software purchased by Customer,
<br />SirsiDynix hereby grants to Customer a limited, non-exclusive, non-
<br />transferable and perpetual license to (i) install, run and use the
<br />Software in the Operating Environment solely for Customer’s own
<br />business operations, and (ii) use the Documentation in connection with
<br />such use of the Software. Customer may not make additional copies of
<br />the Software except a reasonable number of machine-readable copies
<br />solely for internal backup or archival purposes. All Intellectual Property
<br />rights notices must be reproduced and included on such copies.
<br />Customer shall maintain accurate and up-to-date records of the
<br />number and location of all copies of the Software and inform SirsiDynix
<br />in writing of such upon request. 2.2.2 Unless otherwise set forth in a
<br />Quote, the Software shall not be simultaneously loaded and operated
<br />on more than one hardware platform, except temporarily during the
<br />process of platform migration. 2.2.3 SirsiDynix warrants that, for a
<br />period of 90 days from the Go Live Date, the SirsiDynix Software will
<br />operate in all material respects in conformity with the Documentation
<br />so long as Customer has incorporated all Updates to the SirsiDynix
<br />Software that SirsiDynix has made available to Customer and the
<br />Software is operated in the Operating Environment. SirsiDynix
<br />warrants that it is an authorized distributor of the Third Party Software
<br />and that with the execution of this Schedule and the applicable EULA,
<br />Customer will have the right to use such Software in accordance with
<br />the terms and conditions of the applicable EULA. SirsiDynix makes no
<br />other warranty with respect to any Third Party Software.
<br />2.3.1 Subscription Grant of Use. For Subscriptions purchased by
<br />Customer, SirsiDynix grants to Customer the right to access and use
<br />the Subscription solely for Customer’s business purposes for the Term.
<br />2.3.2 The Term for Subscriptions commences on the Go Live Date.
<br />Subscriptions shall automatically renew for the same length as the
<br />initial Term unless Customer gives written notice 60 days prior to the
<br />end of any previous Term of its intention to terminate the Subscription.
<br />2.3.3 Customer is solely responsible for obtaining and maintaining at
<br />its own expense, all equipment that may be needed to access
<br />Subscriptions, including without limitation, Internet connections.
<br />Customer understands that Subscription communications may traverse
<br />an unencrypted public Internet connection and that use of the Internet
<br />provides the opportunity for unauthorized third parties to illegally gain
<br />access to Customer Data. Accordingly, SirsiDynix does not guaranty
<br />the privacy, security or authenticity of any information transmitted over
<br />or stored in any system connected to the Internet. Customer shall not
<br />encrypt Subscription traffic except as may be available through the
<br />SirsiDynix VPN solution. 2.3.4 Customer is responsible for maintaining
<br />the confidentiality of all passwords and for ensuring that each
<br />password is used only by the authorized user. Customer is
<br />responsible for all activities that occur under Customer's account.
<br />Customer agrees to immediately notify SirsiDynix of any unauthorized
<br />use of Customer's account or any other breach of security known to
<br />Customer. SirsiDynix shall have no liability for any loss or damage
<br />arising from Customer's failure to comply with these requirements.
<br />2.3.5 Customer shall be solely responsible for the accuracy, quality,
<br />integrity and legality of Customer Data and of the means by which it
<br />acquired Customer Data. Customer acknowledges and agrees that
<br />SirsiDynix does not monitor or police the content of communications or
<br />data of Customer or its users transmitted through the Subscriptions,
<br />and that SirsiDynix shall not be responsible for the content of any such
<br />communications or transmissions. Customer shall use the
<br />Subscriptions exclusively for authorized and legal purposes, consistent
<br />with all applicable laws and regulations. Customer agrees not to post
<br />or upload any content or data which (a) is libelous, defamatory,
<br />obscene, pornographic, abusive, harassing or threatening; (b) contains
<br />viruses or other contaminating or destructive features; (c) violates the
<br />rights of others, such as data which infringes on any intellectual
<br />property rights or violates any right of privacy or publicity; or (d)
<br />otherwise violates any applicable law. Customer further agrees not to
<br />interfere or disrupt networks connected to the Subscriptions, not to
<br />interfere with another customer’s use and enjoyment of similar services
<br />and to comply with all regulations, policies and procedures of networks
<br />connected to the Subscriptions. SirsiDynix may remove any violating
<br />52627
<br />DocuSign Envelope ID: 308C5B23-59C2-4A51-BF38-025B9637F9FA
<br />In Process
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