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