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File:San Leandro Public Library GC#300521
<br /> content posted or transmitted on or through the Subscriptions,without current Term. The additional License Metrics purchased shall
<br /> notice to Customer. SirsiDynix may suspend or terminate any user's terminate on the same date as the pre-existing Products. Prices are
<br /> access to the Subscriptions upon notice in the event that SirsiDynix based on License Metrics purchased and not actual usage. I
<br /> reasonably determines that such user has violated these terms and 2.8 Reservation of Rights. All rights not expressly granted in the
<br /> conditions.2.3.6 The provision of third party Subscriptions is subject to Agreement are reserved by SirsiDynix and its third party providers.
<br /> availability from third party providers and SirsiDynix shall have no Customer acknowledges that: (i) all Software is licensed and not sold
<br /> liability should such Subscription become unavailable for any reason or and all Subscriptions are subscribed to and not sold; (ii) Customer
<br /> is no longer available under reasonable commercial terms. acquires only the right to use the Software and Subscriptions.
<br /> 2.4.1 Services. For Services purchased by Customer, SirsiDynix shall SirsiDynix and its third party providers retain sole and exclusive
<br /> be responsible for securing, managing, scheduling, coordinating and ownership and all rights, title, and interest in, including Intellectual
<br /> supervising SirsiDynix personnel, including its subcontractors, in Property embodied or associated with, the Software, Subscriptions,
<br /> performing any Services. Any change to Services must be in writing Services and all copies and derivative works thereof (whether
<br /> signed by both parties. Once executed by both parties,a change shall developed by SirsiDynix, Customer or a third party); and (iii) the
<br /> become a part of the Quote.2.4.2 Customer acknowledges and agrees Software and Subscriptions, including the source and object codes,
<br /> that SirsiDynix performance is dependent upon the timely and effective logic and structure,constitute valuable trade secrets of SirsiDynix and
<br /> satisfaction of Customer's responsibilities hereunder and timely its third party providers. Customer agrees to secure and protect the
<br /> decisions and approvals of Customer in connection with the Services. Software and Subscriptions consistent with the maintenance of
<br /> SirsiDynix shall be entitled to rely on all decisions and approvals of SirsiDynix's and its third party providers' rights in the Software and
<br /> Customer.SirsiDynix may subcontract or delegate any work under any Subscriptions,as set forth in this Master Agreement.
<br /> Quote to any third party without Customer's prior written consent, 2.9 Restrictions. Unless specifically permitted or licensed by
<br /> provided however that SirsiDynix shall remain responsible for the SirsiDynix,Customer shall not itself,or through any affiliate,employee,
<br /> performance of any such subcontractors. Customer's data must be consultant, contractor, agent or other third party: (i) sell, resell,
<br /> provided to SirsiDynix in a format reasonably approved by SirsiDynix distribute, host, lease, rent, license or sublicense, in whole or in part,
<br /> or additional charges will apply. Customer shall be responsible for the Protected Materials; (ii)decipher,decompile,disassemble, reverse
<br /> providing access to SirsiDynix through any security measures. assemble, modify,translate, reverse engineer or otherwise attempt to
<br /> SirsiDynix alone shall decide whether such access is sufficient for the derive source code, algorithms, tags, specifications, architecture,
<br /> performance of Services. structure or other elements of the Software,including the license keys,
<br /> 2.5.1 Maintenance. For certain Products purchased by Customer, in whole or in part, for competitive purposes or otherwise; (iii) allow
<br /> Customer may purchase the Service of Maintenance.For Maintenance access to, provide, divulge or make available the Protected Materials
<br /> purchased by Customer,SirsiDynix shall provide such Maintenance as to any user other than Customer's employees and independent
<br /> identified in Exhibit A; provided however that with respect to Third contractors who have a need to such access and who shall be bound
<br /> Party Software, SirsiDynix's obligation to offer Maintenance is limited by a nondisclosure agreement with provisions that are at least as
<br /> to using commercially reasonable efforts to obtain Maintenance from restrictive as the terms of this Master Agreement (except the
<br /> the third party owner of such Software. 2.5.2 The Term for Customer may to grant access to public access catalogs to library
<br /> Maintenance commences on the Go Live Date. Maintenance shall users,other libraries,and third party entities); (iv)write or develop any
<br /> automatically renew for the same length as the initial Term unless derivative works based upon the Protected Materials, by SirsiDynix,;
<br /> Customer gives written notice 60 days prior to the end of any previous (v) modify, adapt, translate or otherwise make any changes to the
<br /> Term of its intention to terminate.2.5.3 In the event Customer does not Software or Content or any part thereof; (vi) use the Protected
<br /> renew Maintenance and subsequently desires to reinstate Materials to provide processing services to third parties, or otherwise
<br /> Maintenance, a reinstatement fee shall be assessed equal to 120%of use the same on a 'service bureau' basis; (vii) disclose or publish,
<br /> the aggregate Maintenance fee that would have been payable during without SirsiDynix's prior written consent, performance or capacity
<br /> the period of lapse. 2.5.4 For Maintenance, Customer agrees to (i) statistics or the results of any benchmark test performed on the
<br /> meet the Update standard set forth in the SirsiDynix Support Policies Protected Materials; or (viii) otherwise use or copy the Protected
<br /> referenced in the definition of Maintenance and (ii) maintain the Materials except as expressly permitted herein.
<br /> Operating Environment. 2.10 Customer Data.SirsiDynix disclaims ownership of any and all
<br /> 2.6.1 Hardware. If Customer's purchase of Products includes Customer Data,all bibliographic,authority,item,fine,patron,and other
<br /> Hardware, title to the Hardware shall pass to Customer on receipt of data loaded to, created and/or entered into Customer's database or
<br /> Customer at final destination. Thereafter Customer will be responsible supplied to SirsiDynix by Customer. Notwithstanding Customer's
<br /> for risks of loss or damage, except for loss or damage caused by ownership of Customer Data, at the end of the Term SirsiDynix shall
<br /> SirsiDynix in the process of installation. 2.6.2 SirsiDynix does not only be obligated to provide to Customer extractable Customer Data at
<br /> provide support for Hardware unless Customer purchases any no additional charge in a supported MARC and/or ASCII delimited
<br /> available Maintenance associated with such Hardware. SirsiDynix format. SirsiDynix shall have the right to aggregate non-personally
<br /> warrants that it is an authorized distributor of the Hardware. Hardware identifiable data from the Customer Data and shall retain ownership of
<br /> warranties shall be governed by the manufacturer's warranty. Such such aggregated data.
<br /> warranties begin on shipment of the third party products from the 2.11 License Grant by Customer.Customer grants to SirsiDynix a
<br /> manufacturer, whether shipment is to SirsiDynix or to Customer. non-exclusive, royalty-free license, to use equipment, software,
<br /> SirsiDynix makes no warranties of any kind with respect to the Customer Data or other material of Customer solely for the purpose of
<br /> Hardware. Customer's sole remedy with respect to such Hardware performing SirsiDynix's obligations under the Agreement.
<br /> shall be pursuant to the manufacturer's warranty,if any.
<br /> 2.12 Enforcement. Customer shall (i) ensure that all users of the
<br /> 2.7 License Metrics. The foregoing license or grant of use is Products comply with the terms and conditions of the Master
<br /> limited to License Metrics set forth in the Quote,which License Metrics Agreement, (ii) promptly notify SirsiDynix of any actual or suspected
<br /> at all times shall be the responsibility of Customer. Customer may not violation thereof and (iii) cooperate with SirsiDynix with respect to
<br /> use the Products in excess of License Metrics specified in Quote,and investigation and enforcement of the Agreement.
<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 /> Customer Initial and Date: ` l 17///) Confidential
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