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<br />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 2 of 6
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<br />content posted or transmitted on or through the Subscriptions, without
<br />notice to Customer. SirsiDynix may suspend or terminate any user’s
<br />access to the Subscriptions upon notice in the event that SirsiDynix
<br />reasonably determines that such user has violated these terms and
<br />conditions. 2.3.6 The provision of third party Subscriptions is subject to
<br />availability from third party providers and SirsiDynix shall have no
<br />liability should such Subscription become unavailable for any reason or
<br />is no longer available under reasonable commercial terms.
<br />2.4.1 Services. For Services purchased by Customer, SirsiDynix shall
<br />be responsible for securing, managing, scheduling, coordinating and
<br />supervising SirsiDynix personnel, including its subcontractors, in
<br />performing any Services. Any change to Services must be in writing
<br />signed by both parties. Once executed by both parties, a change shall
<br />become a part of the Quote. 2.4.2 Customer acknowledges and agrees
<br />that SirsiDynix performance is dependent upon the timely and effective
<br />satisfaction of Customer’s responsibilities hereunder and timely
<br />decisions and approvals of Customer in connection with the Services.
<br />SirsiDynix shall be entitled to rely on all decisions and approvals of
<br />Customer. SirsiDynix may subcontract or delegate any work under any
<br />Quote to any third party without Customer’s prior written consent,
<br />provided however that SirsiDynix shall remain responsible for the
<br />performance of any such subcontractors. Customer’s data must be
<br />provided to SirsiDynix in a format reasonably approved by SirsiDynix
<br />or additional charges will apply. Customer shall be responsible for
<br />providing access to SirsiDynix through any security measures.
<br />SirsiDynix alone shall decide whether such access is sufficient for the
<br />performance of Services.
<br />2.5.1 Maintenance. For certain Products purchased by Customer,
<br />Customer may purchase the Service of Maintenance. For Maintenance
<br />purchased by Customer, SirsiDynix shall provide such Maintenance as
<br />identified in Exhibit A; provided however that with respect to Third
<br />Party Software, SirsiDynix’s obligation to offer Maintenance is limited
<br />to using commercially reasonable efforts to obtain Maintenance from
<br />the third party owner of such Software. 2.5.2 The Term for
<br />Maintenance commences on the Go Live Date. Maintenance shall
<br />automatically renew for the same length as the initial Term unless
<br />Customer gives written notice 60 days prior to the end of any previous
<br />Term of its intention to terminate. 2.5.3 In the event Customer does not
<br />renew Maintenance and subsequently desires to reinstate
<br />Maintenance, a reinstatement fee shall be assessed equal to 120% of
<br />the aggregate Maintenance fee that would have been payable during
<br />the period of lapse. 2.5.4 For Maintenance, Customer agrees to (i)
<br />meet the Update standard set forth in the SirsiDynix Support Policies
<br />referenced in the definition of Maintenance and (ii) maintain the
<br />Operating Environment.
<br />2.6.1 Hardware. If Customer’s purchase of Products includes
<br />Hardware, title to the Hardware shall pass to Customer on receipt of
<br />Customer at final destination. Thereafter Customer will be responsible
<br />for risks of loss or damage, except for loss or damage caused by
<br />SirsiDynix in the process of installation. 2.6.2 SirsiDynix does not
<br />provide support for Hardware unless Customer purchases any
<br />available Maintenance associated with such Hardware. SirsiDynix
<br />warrants that it is an authorized distributor of the Hardware. Hardware
<br />warranties shall be governed by the manufacturer’s warranty. Such
<br />warranties begin on shipment of the third party products from the
<br />manufacturer, whether shipment is to SirsiDynix or to Customer.
<br />SirsiDynix makes no warranties of any kind with respect to the
<br />Hardware. Customer’s sole remedy with respect to such Hardware
<br />shall be pursuant to the manufacturer’s warranty, if any.
<br />2.7 License Metrics. The foregoing license or grant of use is
<br />limited to License Metrics set forth in the Quote, which License Metrics
<br />at all times shall be the responsibility of Customer. Customer may not
<br />use the Products in excess of License Metrics specified in Quote, and
<br />Customer shall be liable for excess usage. Additional License Metrics
<br />may be purchased at the pricing in effect at the time the additional
<br />License Metrics are added, prorated for the remainder of the then-
<br />current Term. The additional License Metrics purchased shall
<br />terminate on the same date as the pre-existing Products. Prices are
<br />based on License Metrics purchased and not actual usage.
<br />2.8 Reservation of Rights. All rights not expressly granted in the
<br />Agreement are reserved by SirsiDynix and its third party providers.
<br />Customer acknowledges that: (i) all Software is licensed and not sold
<br />and all Subscriptions are subscribed to and not sold; (ii) Customer
<br />acquires only the right to use the Software and Subscriptions.
<br />SirsiDynix and its third party providers retain sole and exclusive
<br />ownership and all rights, title, and interest in, including Intellectual
<br />Property embodied or associated with, the Software, Subscriptions,
<br />Services and all copies and derivative works thereof (whether
<br />developed by SirsiDynix, Customer or a third party); and (iii) the
<br />Software and Subscriptions, including the source and object codes,
<br />logic and structure, constitute valuable trade secrets of SirsiDynix and
<br />its third party providers. Customer agrees to secure and protect the
<br />Software and Subscriptions consistent with the maintenance of
<br />SirsiDynix’s and its third party providers’ rights in the Software and
<br />Subscriptions, as set forth in this Master Agreement.
<br />2.9 Restrictions. Unless specifically permitted or licensed by
<br />SirsiDynix, Customer shall not itself, or through any affiliate, employee,
<br />consultant, contractor, agent or other third party: (i) sell, resell,
<br />distribute, host, lease, rent, license or sublicense, in whole or in part,
<br />the Protected Materials; (ii) decipher, decompile, disassemble, reverse
<br />assemble, modify, translate, reverse engineer or otherwise attempt to
<br />derive source code, algorithms, tags, specifications, architecture,
<br />structure or other elements of the Software, including the license keys,
<br />in whole or in part, for competitive purposes or otherwise; (iii) allow
<br />access to, provide, divulge or make available the Protected Materials
<br />to any user other than Customer’s employees and independent
<br />contractors who have a need to such access and who shall be bound
<br />by a nondisclosure agreement with provisions that are at least as
<br />restrictive as the terms of this Master Agreement (except the
<br />Customer may to grant access to public access catalogs to library
<br />users, other libraries, and third party entities); (iv) write or develop any
<br />derivative works based upon the Protected Materials, by SirsiDynix,;
<br />(v) modify, adapt, translate or otherwise make any changes to the
<br />Software or Content or any part thereof; (vi) use the Protected
<br />Materials to provide processing services to third parties, or otherwise
<br />use the same on a ‘service bureau’ basis; (vii) disclose or publish,
<br />without SirsiDynix’s prior written consent, performance or capacity
<br />statistics or the results of any benchmark test performed on the
<br />Protected Materials; or (viii) otherwise use or copy the Protected
<br />Materials except as expressly permitted herein.
<br />2.10 Customer Data. SirsiDynix disclaims ownership of any and all
<br />Customer Data, all bibliographic, authority, item, fine, patron, and other
<br />data loaded to, created and/or entered into Customer’s database or
<br />supplied to SirsiDynix by Customer. Notwithstanding Customer’s
<br />ownership of Customer Data, at the end of the Term SirsiDynix shall
<br />only be obligated to provide to Customer extractable Customer Data at
<br />no additional charge in a supported MARC and/or ASCII delimited
<br />format. SirsiDynix shall have the right to aggregate non-personally
<br />identifiable data from the Customer Data and shall retain ownership of
<br />such aggregated data.
<br />2.11 License Grant by Customer. Customer grants to SirsiDynix a
<br />non-exclusive, royalty-free license, to use equipment, software,
<br />Customer Data or other material of Customer solely for the purpose of
<br />performing SirsiDynix’s obligations under the Agreement.
<br />2.12 Enforcement. Customer shall (i) ensure that all users of the
<br />Products comply with the terms and conditions of the Master
<br />Agreement, (ii) promptly notify SirsiDynix of any actual or suspected
<br />violation thereof and (iii) cooperate with SirsiDynix with respect to
<br />investigation and enforcement of the Agreement.
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<br />DocuSign Envelope ID: 308C5B23-59C2-4A51-BF38-025B9637F9FA
<br />In Process
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