File: Nashua Public Library
and enjoyment of similar services and to comply with alt regulations, policies
and procedures of networks connected to the Subscriptions. SirsiDynix may
remove any violating content posted or transmitted on or through the
Subscriptions, without notice to Customer. SirsiDynix may suspend or
terminate any user’s access to the Subscriptions upon notice in the event
that SirsiDynix reasonably determines that such user has violated these
terms and conditions. 2.3.5 The provision of third party Subscriptions is
subject fo availability from third party providers and SirsiDynix shall have no
liability should such Subscription become unavailable for any reason or is
no longer available under reasonable commercial terms. 2.3.6 In the event
that Customer is locally hosting Subscription Software, SirsiDynix hereby
grants to Customer, subject to the tenns and conditions of this Master
Agreement including without limitation the restrictions set forth in Section
2.7 and Section 2.9 and timely payment of the applicable fees, a limited,
non-exclusive, non-transferable grant of use to locally install and use the
Subscription Software solely for Customer's intemal business purposes.
The grant of use for Subscription Software is not a license and remains in
effect only while Customer is timely paying its Subscription fees to
SirsiDynix. If Customer fails to timely pay Subscription fees, Customer must
immediately discontinue use of and certify to SirsiDynix the removal of
Subscription Software.
2.4.1 Services. Services are described in the Quote. SirsiDynix shall be
responsible for securing, managing, scheduling, coordinating and
supervising SirsiDynix personnel, including its subcontractors, in performing
any Services. Any change to the scope of Services must be in writing signed
by both parties. Once executed by both parties, a change shall become a
part of the Quote. 2.4.2 Customer acknowledges and agrees that SirsiDynix
performance is dependent upon the timely and effective satisfaction of
Customer's responsibilities hereunder and timely decisions and approvals
of Customer in connection with the Services. SirsiDynix shall be entitled to
rely on all decisions and approvals of Customer. Customer's data must be
provided to SirsiDynix in a format reasonably approved by SirsiDynix or
additional charges will apply. Customer shall be responsible for providing
secured access to Customer's systems to SirsiDynix. SirsiDynix atone shail
decide whether such access is sufficient for the performance of Services.
2.5. Software Maintenance. 2.5.1 Subject to Customer's timely payment of
applicable fees, SirsiDynix will provide during the Term Maintenance
services for the Software in accordance with the maintenance plan indicated
in the Quote, provided however that with respect to Third Party Products,
SirsiDynix's obligation to offer Maintenance is limited to using commercially
reasonable efforts to obtain Maintenance from the third party owner of such
Software. All licenses in Customer's possession must be supported under
the same maintenance plan. 2.5.2 Updates are provided if and when
available, and SirsiDynix is under no obligation to develop any future
programs or functionality. 2.5.3 SirsiDynix is under no obligation to provide
Maintenance with respect fo: (i) a Product that has been altered or modified
by anyone other than SirsiDynix or its licensors; (ii) a release for which
Maintenance has been discontinued; (iii) a Product used other than in
accordance with the Documentation ar other than on the Operating
Environment; (iv) discrepancies that do not significantly impair or affect the
operation of the Product; or (v) any systems or programs not supplied by
SirsiDynix. 2.5.4 For the avoidance of doubt, Updates provided under
Maintenance services are subsequent minor or maintenance releases to the
standard Products, excluding custom development or customizations
whether such customizations are performed by SirsiDynix or by Customer
or a third party. SirsiDynix reserves the right to charge Client for any
reintegration work required to make customizations compatible with future
releases. 2.5.5 If ordered, Maintenance must be ordered for all Software and
all associated License Metrics licensed by Customer. Customer may not
purchase or renew Maintenance for a subset of its licenses only. 2.5.6 If an
Error was corrected or is not present in a more current release of the
Product, SirsiDynix shali have no obligation to correct such Errors in prior
releases of the Software. 2.5.7 Fees for Maintenance Services do not
include implementation, training and other Professional Services. 2.5.8 It is
Customer's responsibility to ensure that all appropriate users receive initial
training services sufficient to enable Customer to effectively use the
Software. Failure to do so could result in additional Maintenance fees if
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service requests are deemed excessive as a result of insufficient training, at
SirsiDynix’s discretion.2.5.9 jn the event Customer does not renew
Maintenance and subsequently desires to reinstate Maintenance, a
reinstatement fee shall be assessed equal to 120% of the aggregate
Maintenance fee that would have been payable during the period of lapse.
2.5.10 For Software licenses and Subscription Software, Customer is solely
responsible for the installation of Updates and agrees to (i) meet the Update
standard set forth in the SirsiDynix Support Policies referenced in the
definition of Maintenance and (ii) maintain the Operating Environment. With
respect to Subscriptions, SirsiDynix is responsible for the implementation of
Updates and shall no longer provide access to any previous release upon
the date SirsiDynix migrates to a new Update for production use in
SirsiDynix’s hosted environment.
2.6.1 Hardware and Hardware Maintenance. Title to the Hardware
identified in the Quote, if any, shall pass to Customer on SirsiDynix's
placement of the Hardware with a common carrer or licensed trucker, which
shall constitute delivery to Customer. Thereafter Customer will be
responsible for risks of loss or damage, except for loss or damage caused
by SirsiDynix in the process of installation. 2.6.2 SirsiDynix does not provide
support for Hardware unless Customer purchases any available
maintenance associated with such Hardware. Such Hardware maintenance
may be provided through a third party and is subject to that third party's
standard terms, conditions and warranties, if any.
2.7 License Metrics. Customer may not use the Products in excess
of the License Metrics specified in the Quote. Additional License Metrics and
associated Maintenance must be purchased at the pricing in effect at the
time the additional License Metrics are added in the event actual usage
exceeds the licensed quantity, prorated for the remainder of the then-current
Term. The additional License Metrics purchased shall terminate on the
same date as the pre-existing Products. Prices are based on License
Metrics purchased and not actual usage. The number of License Metrics
provided in the initial Quote is a minimum amount that Customer has
committed to for the Term and there shall be no fee adjustments or refunds
for any decreases in usage.
2.8 Reservation of Rights. All rights not expressly granted in the
Master Agreement are reserved by SirsiDynix and its third party providers.
Customer acknowledges that: {i) all Software is licensed and not sold and
all Subscriptions and Content are subscribed to and not sold; (ii) Customer
acquires only the right to use the Protected Materials. SirsiDynix and its third
party providers retain sole and exclusive ownership and all rights, title, and
interest in, including Intellectual Property embodied or associated with, the
Protected Materials and all copies and derivative works thereof (whether
developed by SirsiDynix, Customer or a third party); and (iii) the Protected
Materials, including the source and object codes, logic and structure,
constitute valuable trade secrets of SirsiDynix and its third party providers.
Customer agrees to secure and protect the Products consistent with the
maintenance of SirsiDynix’s and its third party providers’ rights in the
Products, as set forth in this Master Agreement.
2.9 Restrictions. Uniess specifically permitted or licensed by
SirsiDynix, Customer shall not itself, or through any affiliate, employee,
consultant, contractor, agent or other third party: (i) sell, resell, distribute,
host, lease, rent, license or sublicense, in whole or in part, the Protected
Materials; (ii) decipher, decompile, disassemble, reverse assemble, modify,
translate, reverse engineer or otherwise attempt to derive source code,
algorithms, tags, specifications, architecture, structure or other elements of
the Protected Materials, including the license keys, in whole or in part, for
competitive purposes or otherwise; (iii) allow access to, provide, divulge or
make available the Protected Materials to any user other than Customer's
employees and independent contractors who have a need to such access
and who shall be bound by a nondisclosure agreement with provisions that
are at least as restrictive as the terms of this Master Agreement {except the
Customer may grant access to public access catalogs to library users, other
libraries, and third party entities); (iv) write or develop any derivative works
based upon the Protected Materials; (v) modify, adapt, translate or
otherwise make any changes to the Protected Materials or any part thereof;
{vi) use the Protected Materials to provide processing services to third
Customer Initial and Date:
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. Confidential .
