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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 6 of 6
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<br />Exhibit A - DEFINITIONS
<br />“Circulation” means any transaction involving any one of the
<br />following using either physical or electronic means: the checkout of a
<br />Library Item to a patron, the checkout of a Library Item for the purpose
<br />of tracking in-library usage, the renewal of a Library Item, or an action
<br />functionally identical to any of the preceding acts.
<br />“Confidential Information” means information of SirsiDynix and/or its
<br />licensors includes but is not limited to the terms and conditions (but not
<br />the existence) of the Master Agreement, all trade secrets, software,
<br />source code, object code, specifications, as well as results of testing
<br />and benchmarking of the Software or other services, product roadmap,
<br />data and other information of SirsiDynix and its licensors relating to or
<br />embodied in the Software or Documentation, including but not limited
<br />to information designated as confidential in writing or information which
<br />ought to be in good faith considered confidential and proprietary to the
<br />disclosing party. SirsiDynix’s placement of a copyright notice on any
<br />portion of any Software will not be construed to mean that such portion
<br />has been published and will not derogate from any claim that such
<br />portion contains proprietary and confidential information of SirsiDynix.
<br />Confidential Information does not include that the Customer uses
<br />SirsiDynix Products.
<br /> “Content” means any information, data, text, software, music, sound,
<br />photographs, graphics, video messages or other material which
<br />Customer receives through a Subscription.
<br />“Customer Data” means any electronic data, information or material
<br />provided or submitted by Customer (including the Customer’s patrons
<br />and users) to SirsiDynix through a Subscription or Services, or which
<br />Customer (including the Customer’s patrons and users) enters into the
<br />Subscription or Services or has entered on its behalf, or which
<br />SirsiDynix is otherwise given access to under the Master Agreement.
<br />Customer Data does not include non-personally identifiable information
<br />aggregated by SirsiDynix.
<br />“Documentation” means the user instructions, release notes,
<br />manuals and on-line help files made available by SirsiDynix regarding
<br />the use of the applicable Product.
<br />“Effective Date” of this agreement shall be the date of the last
<br />signature below. Notwithstanding the above, the Effective Date for any
<br />specific Product purchased shall be the date on which the Customer
<br />signs the Quote for such Product.
<br />“Error” means a material failure of the Product to conform to its
<br />functional specifications described in the Documentation or elsewhere.
<br />“EULA” means the end user license agreement that accompanies the
<br />Third Party Software, which governs the use of or access by Customer
<br />to the applicable Third Party Software.
<br />“Go Live Date” means the date on which the Products are
<br />substantially ready for operational use for normal daily business.
<br />“Included Documents” means those documents in Section 1.2.
<br />“Hardware” means the physical hardware and equipment
<br />manufactured by third party providers and sold to Customers by
<br />SirsiDynix.
<br />“Intellectual Property” means any and all intellectual property rights,
<br />recognized in any country or jurisdiction in the world, now or hereafter
<br />existing, and whether or not perfected, filed or recorded, including
<br />without limitation inventions, technology, patents rights (including
<br />patent applications and disclosures), copyrights, trade secrets,
<br />trademarks, service marks, trade dress, methodologies, procedures,
<br />processes, know-how, tools, utilities, techniques, various concepts,
<br />ideas, methods, models, templates, software, source code, algorithms,
<br />the generalized features of the structure, sequence and organization of
<br />software, user interfaces and screen designs, general purpose
<br />consulting and software tools, utilities and routines, and logic,
<br />coherence and methods of operation of systems, training methodology
<br />and materials, which SirsiDynix has created, acquired or otherwise has
<br />rights in, and may, in connection with the performance of obligations
<br />hereunder, create, employ, provide, modify, create, acquire or
<br />otherwise obtain rights in.
<br />“License Metrics” means the limitation on the usage of each of the
<br />Product as designated in the applicable Quote such as Titles,
<br />Circulation, Users, students, seats, and reports.
<br />“Maintenance” means the technical support and provision of Updates
<br />for the level of support services purchased from SirsiDynix, all of which
<br />are provided under SirsiDynix’s support policies in effect at the time the
<br />Services are provided, which may be modified from time-to-time by
<br />SirsiDynix in its sole discretion. A current version of such Support
<br />Policies can be found under “SirsiDynix Support Policies” (Document
<br />ID 93471) at http://support.sirsidynix.com.
<br /> “Operating Environment” means SirsiDynix-recommended
<br />hardware, operating system, middleware, database products and other
<br />software on which the Software will operate.
<br />“Products” means Software, Subscriptions, Services and Hardware.
<br />“Protected Materials” means Software, Services, Subscriptions or
<br />SirsiDynix’s or its licensors’ Intellectual Property or Confidential
<br />Information.
<br />“Quote” means the Quote in the Included Documents and/or future
<br />Quotes or similar document executed by the Customer, which contains
<br />Customer’s order specific information, including but not limited to
<br />description of the Products ordered, License Metrics and associated
<br />fees and payment terms.
<br />“Services” means those services provided or arranged by SirsiDynix
<br />including but not limited to specific SirsiDynix Products such as (i)
<br />Professional Services; (ii) Maintenance, and (iii) Platinum Services.
<br />“SirsiDynix Software” means each SirsiDynix-developed and/or
<br />SirsiDynix-owned software product in machine-readable object code
<br />(not source code), the Documentation for such product, and any
<br />Updates thereto.
<br />“Software” means the SirsiDynix Software and Third Party Software.
<br />“Subscriptions” means any product sold on a subscription basis
<br />including but not limited to cloud services and web access to Content.
<br />“Term” means, with respect to specific Products, the time period for
<br />which the Customer has committed to such Products as set forth in the
<br />Quote. With respect to the term of the Master Agreement, “Term” has
<br />the meaning set forth in Section 9.1.
<br />“Titles” means the number of unique records for an electronic, virtual,
<br />and/or physical item which may be used by a library patron, such as a
<br />bibliographic, MARC, visual material, serial or Dublin Core record,
<br />created on the Software or Subscription. Multiple items, representing
<br />either identical items or volumes in a set, may be included in a single
<br />Title.
<br /> “Third Party Software” means software including documentation and
<br />updates, owned by an entity other than SirsiDynix which are to be
<br />provided to Customer by SirsiDynix pursuant to the terms of the EULA.
<br />“Updates” means the error corrections, releases, updates,
<br />modifications or enhancements subsequently developed that
<br />SirsiDynix makes generally available to its customers as part of
<br />Maintenance on a when and if available basis. Updates exclude new
<br />products for which SirsiDynix charges a separate fee.
<br />“Users” means Customer’s employees or agents who have been
<br />issued user names and passwords by Customer to use the Products.
<br />Each such User shall be one person, and user names and passwords
<br />cannot be shared or used by more than one person.
<br />DocuSign Envelope ID: 308C5B23-59C2-4A51-BF38-025B9637F9FA
<br />In Process
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