File: Nashua Public Library
GC# 352967
MASTER AGREEMENT
BETWEEN
NASHUA PUBLIC LIBRARY
AND SIRSIDYNIX
1. PURPOSE AND SCOPE
1.1 Parties and Effective Date. This Master Agreement (the “Master
Agreement) is entered into between Sirsi Corporation dba SirsiDynix
(‘SirsiDynix’) and the customer identified in the signature block below
(‘Customer’), with effect on the date of the last signature below ("Effective
Date”).
1.2 Purpose. This Master Agreement establishes the general terms and
conditions to which the parties have agreed with respect to the provision of
Products by SirsiDynix to Customer. Additional! terms for the purchase of a
specific Product are set forth in the Quate(s). By signing below, the parties
acknowledge receipt of and agree to be bound by the terms and conditions
of this Master Agreement and the Quote(s) for Products purchased by
Customer. All pre-printed or standard terms of any Customer purchase order
or other business processing document shall have no effect.
4.3 Incorporation of Quotes. “Quote” means the document(s), regardless
of actual name, executed by the parties which is incorporated by reference
into the terms of this Master Agreement, and describes order-specific
information, such as description of Product ordered, License Metrics, fees,
statements of work, exhibits and milestones. At any time after execution of
the Master Agreement and the initial Quote, Customer may purchase
additional Products or otherwise expand the scope of existing licenses or
Subscriptions granted under a Quote, upon SirsiDynix receipt and
acceptance of a new Quote specifying the foregoing.
4.4 Incorporation of EULAs, Customer's use of any Third Party Products
licensed hereunder or incorporated in the Products may be subject to, and
Customer shall sign and comply with, any applicable EULAs.
1.5 Order of Precedence. To the extent any terms and conditions of this
Master Agreement conflict with the terms and conditions of a Quote, the
terms and conditions of the Master Agreement shall control, except where
ihe Quote expressly states the intent to supersede a specific portion of the
Master Agreement. To the extent any terms and conditions of this Master
Agreement conflict with the terms and conditions of an EULA, the terms and
conditions of the EULA shall control.
2. PRODUCTS USE RIGHTS; TITLE
2.1 Generally. Customers purchase of Products under this Master
Agreement may include from time-to-time Software, Subscriptions,
Services, and/or Hardware. The following provisions under this Section 2
apply if relevant to the type of Product purchased pursuant to a Quote.
2.2.1 Software License. Subject to the terms and conditions of this Master
Agreement including without limitation the restrictions set forlh in Section
2.7 and Section 2.9 and timely payment of the applicable fees, SirsiDynix
hereby grants to Customer a limited, non-exclusive, and non-transferable
license to (i) install, run and use the Software identified in the Quote in the
Operating Environment solely for Internal Business Purposes, and (ii) use
the Documentation in connection with such use of the Software. Customer
may not make copies of the Software except a reasonable number of
machine-readable copies solely for internal backup or archival purposes. All
intellectual Property rights notices must be reproduced and included on
such copies. Customer shall maintain accurate and up-to-date records of
the number and location of all copies of the Software and inform SirsiDynix
in writing of such upon request. 2.2.2 Unless otherwise set forth in a Quote,
the Software shail not be simultaneously loaded and operated on more than
one hardware platform, except temporarily during the process of platform
Customer Initial and Date:
migration. 2.2.3 Customer shall use the Third Party Products solely in
conjunction with the SirsiDynix Software and Customer shall have no
broader rights with respect to the Third Party Products than it has to the
SirsiDynix Software. SirsiDynix may add and/or substitute functionally
equivalent products for any third party items in the event of product
unavailability, end-of-life, or changes to software requirements.
2.3.1 Subscriptions. For Subscriptions purchased by Customer, and
subject to the terms and conditions of this Master Agreement including
without limitation the restrictions set forth in Sections 2.7 and 2.9 and timely
payment of the applicable fees, SirsiDynix grants to Customer the right ta
access and use the Subscription identified in the Quote solely for Internal
Business Purposes and to use the Documentation in connection with such
access and use for the Term. SirsiDynix shall use commercially reasonable
efforts to make the Subscription Services available 24x7, except for
scheduled downtime events, or emergency downtime events, or [nternet
service provider failures or delays. SirsiDynix will use commercially
reasonable efforts to perform scheduled downtime events outside of normal
business hours. Customer acknowledges that the Subscription Services
may be subject to limitations, delays, and other prablems inherent in the use
of the Internet and electronic communications. SirsiDynix is not responsible
for any delays, delivery failures, or other damage resulting from such
problems. 2.3.2 Customer is solely responsible for obtaining and
maintaining at its own expense, all equipment that may be needed to access
Subscriptions, including without limitation, Internet connections. Customer
understands that Subscription communications may traverse an
unencrypted public Internet connection and that use of the Intemet provides
the opportunity for unauthorized third parties to illegally gain access ta
Customer Data. Accordingly, SirsiDynix does not guaranty the privacy,
security or authenticity of any information transmitted over or stored in any
system connected to the Intemet. Customer shall not encrypt Subscription
traffic except as may be available through the SirsiDynix VPN solution. 2.3.3
Customer is responsible for maintaining the confidentiality of atl passwords
and for ensuring that each password is used only by the authorized user.
Customer is responsible for all activities that occur under Customer's
account. Customer agrees to immediately notify SirsiDynix of any
unauthorized use of Customer's account or any other breach of security
known to Customer. SirsiDynix shall have no liability for any loss or damage
arising fram Customer's failure ta comply with these requirements. 2.3.4
Customer shall be solely responsible for the accuracy, quality, integrity and
legality of Customer Data and of the means by which it acquired Customer
Oata. Customer acknowledges and agrees that SirsiDynix does not monitor
or police the cantent of communicatians or data of Custamer or its users
transmitted through the Subscriptions, and that SirsiDynix shall not be
responsible for the content of any such communications or transmissions.
Customer shall use the Subscriptions exclusively for authorized and legal
purposes, consistent with all applicable laws and regulations. Customer
agrees not to post or upload any content or data which (a) is libelous,
defamatory, obscene, pornagraphic, abusive, harassing or threatening; (b)
contains viruses or other contaminating or destructive features; (c) violates
the rights of athers, such as data which infringes on any intellectual property
rights or violates any right of privacy or publicity; (d) constitutes sensitive
personal information such as social security numbers, credit card
information, ar drivers license numbers; or (e) otherwise violates any
applicable law. Customer further agrees not to interfere or disrupt networks
connected to the Subscriptions, not to interfere with another customer's use
Confidential
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& SirsiDynix”
