File: Nashua Public Library
Exhibit A - DEFINITIONS
“Circulation” means the checkout of a Library Item to a patron, the
checkout of a Library Item for the purpose of tracking in-library usage, the
renewal of a Library Item, or an action functionally identical to any of the
preceding acts.
“Confidential Information” means information of SirsiDynix and/or its
licensors includes but is not limited to the terms and conditions (but not the
existence) of the Master Agreement, all trade secrets, software, source
code, object code, specifications, as well as results of testing and
benchmarking of the Software or other services, product roadmap, data and
other information of SirsiDynix and its licensors relating to or embodied in
the Software or Documentation, including but not limited to information
designated as confidential in writing or information which ought to be in good
faith considered confidential and proprietary to the disclosing party.
SirsiDynix's placement of a copyright notice on any portion of any Software
will not be construed to mean that such portion has been published and will
not derogate from any claim that such poriion contains proprietary and
confidential information of SirsiDynix. Confidential Information does not
include that the Customer uses SirsiDynix Products.
“Content? means any information, data, text, software, music, sound,
photographs, graphics, video messages or other material which Customer
receives through a Subscription.
“Customer Data” means any electronic data, information or material
provided or submitted by Customer (including the Customer's patrons and
users) to SirsiDynix through a Subscription or Services, or which Customer
(including the Customer's patrons and users) enters into the Subscription or
Services or has entered on its behaif, or which SirsiDynix is otherwise given
access to under the Master Agreement. Customer Data does not include
non-personally identifiable information aggregated by SirsiDynix.
“Documentation” means the user instructions, release notes, manuals and
on-line help files made available by SirsiDynix regarding the use of the
applicable Product.
“Effective Date” is defined in section 1.1.
“Error” means a material failure of a Product to conform to its functional
specifications described in the Documentation.
“EULA” means the end user license agreement that accompanies the Third
Party Product, which governs the use of or access by Customer to the
applicable Third Party Product.
“Go Live Date” means the date on which the Products are substantially
ready for operational use for normal daily business.
“Hardware” means the physical hardware and equipment manufactured by
third party providers and sold to Customers by SirsiDynix.
“Intellectual Property” means any and all intellectual property rights,
recognized in any country or jurisdiction in the world, now or hereafter
existing, and whether or not perfected, filed or recorded, including without
limitation inventions, technology, patents rights (including patent
applications and disclosures), copyrights, trade secrets, trademarks, service
marks, trade dress, methodologies, procedures, processes, know-how,
tools, utilities, techniques, various concepts, ideas, methods, models,
templates, software, source code, algorithms, the generalized features of
the structure, sequence and organization of software, user interfaces and
screen designs, general purpose consulting and software tools, utilities and
routines, and logic, coherence and methods of operation of systems, training
methodology and materials, which SirsiDynix has created, acquired or
otherwise has rights in, and may, in connection with the performance of
obligations hereunder, create, employ, provide, modify, create, acquire or
otherwise obtain rights in.
“Internal Business Purposes” means Customer's internal use but does
not include (1) sharing Confidential Information or Intellectual Property with
third parties without SirsiDynix written consent or (2) integration of third party
Customer Initial and Date:
GC# 352967
products by any means into Software, Subscriptions or Subscription
Software without additional SirsiDynix license.
“{icense Metrics” means limits on Product usage as Set forth in the Quote
such as Titles, Circulation, Users, students, seats, and reports.
“Maintenance” means the technical support and, with respect to Software,
the provision of Updates for the level of support services purchased from
SirsiDynix, all of which are provided under SirsiDynix’s support policies in
effect at the time the Services are provided, which may be modified from
time-to-time by SirsiDynix in its sole discretion. A current version of such
Support Policies can be found under “SirsiDynix Support Policies”
(Document ID 125773) at hitp://support.sirsidynix.com.
“Operating Environment” means SirsiDynix-recommended hardware,
operating system, middleware, database products and other software on
which the Software will operate.
“Professional Services” means data conversion, implementation, site
planning, configuration, integration and deployment of the Software or
Subscriptions, training, project management and other consulting services.
“Products” means Software, Subscriptions, Subscription Software,
Services and Hardware.
“Protected Materials” means Software and work product provided by
SirsiDynix under Services, Subscriptions, Subscription Software and
SirsiDynix’s or its licensors’ Intellectual Property and Confidential
Information.
“Quote” is defined in Section 1.3.
“Services” means those services provided or arranged by SirsiDynix
including but not limited to specific SirsiDynix Products such as (i)
Professional Services; and (ii) that part of Maintenance that is technical
support, excluding the provision of Updates.
“SirsiDynix Software” means each SirsiDynix-developed and/or
SirsiDynix-owned software product in machine-readable object code (not
source code), the Documentation for such product, and any Updates
thereto.
“Software” means the SirsiDynix Software and Third Party Software.
“Subscriptions” means the provision of access by SirsiDynix or its hosting
providers to Software and/or Content from a server farm that is comprised
of application, data and remote access servers, including associated offline
components including but not limited to cloud services and web access to
Content.
“Subscription Software” means Subscriptions hosted by Customer.
Customer does not have a license in Subscription Software.
“Term” is defined in section 9.2.
“Titles” means the number of unique records for an electronic, virtual,
and/or physical item which may be used by a library patron, such as a
bibliographic, MARC, visual material, serial or Dublin Core record, created
on the Software or Subscription. Multiple items, representing either identical
items or volumes in a set, may be included in a single Title.
‘Third Party Products” means software or content including
documentation and updates if any, owned by an entity other than SirsiDynix
and provided by SirsiDynix in connection with Products.
“Updates” means the error corrections, releases, updates, modifications or
enhancements subsequently developed that SirsiDynix makes generally
available to its customers as part of Maintenance on a when and if available
basis. Updates exclude new products, modules, platform or functionality for
which SirsiDynix charges a separate fee.
“Users” means Customer's employees or agents who have been issued
user names and passwords by Customer to use the Products. Each such
User shali be one person, and user names and passwords cannot be
shared or used by more than one person.
Confidential
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