HomeMy WebLinkAbout2015-244-E Library - BiblioLabs, LLC for online resource licensing $900 DocuSign Envelope ID: 5D81CA78-2502-4FE4-8A8D-C5E65FA27ED7
[Departmental Use Only]
TITLE
FY
ORANGE COUNTY
CONTRACT UNDER $1,000.00
NORTH CAROLINA
THIS AGREEMENT, made and entered into this 13 day of May, 2015, ("Effective Date")by and
between Orange County, North Carolina, a body politic and corporate organized under the laws of the State
of North Carolina, (the "County"), party of the first part; and BiblioLabs, LLC (the "Provider"), party of the
second part;
WITNESSETH:
For the purpose and subject to the terms and conditions hereinafter set forth, the County hereby
contracts for the services of the Provider, and the Provider agrees to provide the following services to the
County in accordance with the terms of this Agreement, time being of the essence:
The services and/or materials and/or construction (hereinafter referred to collectively as "Services")
to be furnished under this Agreement are as follows: access to SELF-e online self-publishing module as
described in BiblioBoard Terms of Use and Conditions for Institutions and Libraries attached hereto as
Exhibit 1.
The term of this agreement rendered shall be from May 1, 2015 to April 30, 2016.
Provider represents and agrees that Provider is qualified to perform and fully capable of performing and
providing the services required or necessary under this Agreement in a fully competent, professional and
timely manner to the satisfaction of the County. Provider shall be responsible for all errors or omissions, in
the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies,
ambiguities, mistakes or conflicts at no additional cost to the County. Provider agrees that Provider shall not
sub-contract any of the services to be provided in this Agreement, nor shall Provider assign any right or
responsibility granted or required by this Agreement,without the prior written approval of the County.
SPECIFIC TERMS
I. Pam: The County agrees to pay at the rates specified for Services satisfactorily
performed in accord with this Agreement. The amount to be paid by the County shall not exceed nine
hundred dollars, ($900.00). Payment shall be made within thirty (30) days of an invoice properly submitted
to County. Should Provider fail to perform its duties under the terms of this Agreement, County may,without
fault or penalty,withhold any payment associated with the work to be performed until such time as said work
is completed.
2. Non—waiver: Failure by County at any time to require the performance by Provider of any
of the provisions hereof shall in no way waive or affect the County's right hereunder to enforce the same, nor
shall any waiver by the County of any breach be held to be a waiver of any succeeding breach or a waiver of
this Non-Waiver Clause.
3. Independent Contractor: The Provider shall operate as an independent contractor, and the
County shall not be responsible for any of the Provider's acts or omissions. The Provider shall not be treated
as an employee with respect to the Services performed hereunder for federal or state tax, unemployment or
workers' compensation purposes. The Provider understands that neither federal, nor state, nor payroll tax of
any kind shall be withheld or paid by the County on behalf of the Provider or the employees of the Provider.
4. Insurance: Provider shall obtain, at its sole expense, Commercial General Liability
Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may
Revised 10/14 1
DocuSign Envelope ID: 5D81CA78-2502-4FE4-8A8D-C5E65FA27ED7
be required by Owner's Risk Manager as such insurance requirements are described in the Orange County
Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is
incorporated herein by reference and may be viewed at htlp://oran eg counlync.gov/purchasing/contracts.asp).
If Owner's Risk Manager determines additional insurance coverage is required such additional insurance
shall be designated here N/A (if no additional insurance required mark N/A as being not applicable).
Provider shall not commence work until such insurance is in effect and certification thereof has been
received by the Owner's Risk Manager.
5. Indemnity: The Provider agrees to defend, indemnify, and hold harmless Orange County
from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable
attorney's fees) arising from bodily injury, including death, to any person or persons or damage to or
destruction of any property caused in whole or in part by any negligent or intentional act or omission on the
part of the Provider in carrying out Provider's duties and obligations related to the Services to be provided in
this Agreement.
6. Termination: This Agreement may be terminated at any time by mutual written agreement of
the parties or by the County upon written notice to the Provider.
7. Entire Agreement and Signatures: The parties have read this Agreement and agree to be
bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the
Agreement between the parties unless and until modified in writing and signed by the parties. Modifications
may be evidenced by telefacsimile signature. This Agreement together with any amendments or
modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of
the Parties to comply with Article I IA and Article 40 of North Carolina General Statute Chapter 66.
8. Governing Law and Priority Both parties agree that this Agreement shall be governed by
the laws of the State of North Carolina. In determining the basic services to be provided, should any
documents be referenced in or attached to this Agreement, the terms herein shall have priority in any conflict
between the terms of referenced documents and the terms of this Agreement.
9. Dispute Resolution: Neither party may initiate binding arbitration. Any disputes shall be
resolved by nonbinding mediation. Should either party initiate litigation to settle any dispute involving the
terms of this Agreement such litigation shall be initiated in the General Court of Justice of North Carolina
seated in Orange County,North Carolina.
10. Non Appropriation: Provider acknowledges that County is a governmental entity, and the
validity of this Agreement is based upon the availability of public funding under the authority of its statutory
mandate. In the event that public funds are unavailable and not appropriated for the performance of County's
obligations under this Agreement, then this Agreement shall automatically expire without penalty to County
immediately upon written notice to Provider of the unavailability and non-appropriation of public funds.
[SIGNATURE PAGE TO FOLLOW]
Revised 10/14 2
DocuSign Envelope ID: 5D81CA78-2502-4FE4-8A8D-C5E65FA27ED7
IN WITNESS WHEREOF, Orange County and the Provider have signed this Agreement, effective
as of the day first written above.
ORANGE COUNTY PROVIDER
By:IDocuSign d by: D—Signed by:
uutn�a A'LutW B InJMW r6SUL
Department Director Title. CME643FA44D
200 S. Cameron St. 100 Calhoun Street
P.O. Box 8181 Suite 220
Hillsborough,NC 27278 Charleston, SC 29401
Revised 10/14 3
DocuSign Envelope ID: 5D81CA78-2502-4FE4-8A8D-C5E65FA27ED7
EXHIBIT 1
BiblioLabs, LLC
BiblioBoard Terms of Use and Conditions for Institutions and Libraries
Page 1 1 of 6
This BIBLIOBOARD TERMS OF USE AND CONDITIONS FOR INSTITUTIONS AND LIBRARIES(the`Agreement") is made
effective as of May 15t,2015(the"Effective Date") between BiblioLabs, LLC,a South Carolina Limited Liability
Company, ("BiblioLabs")with its principal office located at 100 Calhoun Street,Suite 220 Charleston,South
Carolina 29401 and Orange County Public Library (the"Licensee"),with its principal office located at: 137 W
Margaret Ln, Hillsborough, NC 27278
1. PURPOSE. BiblioLabs has created and developed a digital service platform ("BiblioBoard")to deliver to
institutions curated collections of content("Anthology"or"Anthologies").The content ("Content")of an
Anthology may include, but is not limited to, images, photographs,books,pamphlets, magazines,essays,
sound recordings,videos or other forms of media. This Agreement establishes the terms of use and
conditions that will apply to the Licensee and its Authorized Users(defined below).
This Agreement establishes the responsible usage of BiblioBoard,protects the rights of BiblioLabs,authors,
publishers,curators,and the dissemination of Anthologies and Content to the Licensee and its Authorized
Users.
2. Authorized Users. An Authorized User shall be individual affiliates of the Licensee(including, patrons,
members,students,faculty,full and part time staff, researchers affiliated and/or visiting, and independent
contractors)and the institution of which it is a part,regardless of the physical location of such persons. An
institution ("Institution")shall mean any educational non-profit or for profit institution (such as colleges,
universities,and secondary schools), museums,foundations,government agencies,corporate and for
organizations, public libraries,and scholarly societies, In the case Licensee is a consortia of libraries and
Institutions,an Authorized User shall extend to the members of the consortia (including the consortia's
member's patrons, members,students,faculty,full and part time staff, researchers affiliated and/or visiting
and independent contractors), regardless of the physical location of such person. Finally,an Authorized User
shall also include patrons not affiliated with Licensee who are physically present at Licensed Premises(which
shall mean the physical locations where the Institution provides computer terminals or other electronic
devices from which Authorized Users may access BiblioBoard). Authorized Users shall be granted access to
BiblioBoard through Licensee's defined IP Addresses or alternative secured authentication system,which shall
be provided by the Licensee to BiblioLabs.
3. Grant of License. The Licensee and its Authorized Users are hereby granted a non-exclusive right to use of
BiblioBoard and the Anthologies,which BiblioBoard has granted Licensee permission to access,as set forth in
Schedule A.
4. Permitted Uses. The Licensee and its Authorized Users may access, use, browse or view BiblioBoard and the
Anthologies within BiblioBoard in accordance with the following permitted uses:
a. An Authorized User may use content within an Anthology subject to the Fair Use provisions of the
copyright laws of the United States;
b. An Authorized User may use an Anthology and its Content for research activities, in research papers
or dissertations, classroom or organizational instruction,and related classroom or organizational
activities,student activities;
c. An Authorized User may use and Anthology and its Content as a part of scholarly,cultural,
educational or organization presentation or workshop,if such use conforms to the customary and
usual practices;
d. The Licensee may promote links to BiblioBoard from its website for the purpose of increasing
awareness,and promoting use of BiblioBoard and the Anthologies;
Orig._9/25/2012
DocuSign Envelope ID: 5D81CA78-2502-4FE4-8A8D-C5E65FA27ED7
EXHIBIT 1
BiblioLabs, LLC
BiblioBoard Terms of Use and Conditions for Institutions and Libraries
Page 12 of 6
e. An Authorized User may download Content within an Anthology for their own personal, non-
commercial use;
f. An Authorized User may download an Anthology to view,use and display on personal digital device
(e.g. mobile devices,e-readers,and personal computers);and
g. Licensee and its Authorized Users shall be allowed to print an unlimited number of pages from any
book within an Anthology.
S. Prohibited Uses. The Licensee and its Authorized Users are strictly prohibited from using BiblioBoard in the
following ways:
a. The Licensee shall not knowingly permit anyone other than an Authorized User to use BiblioBoard or
access an Anthology.
b. The Licensee or its Authorized User may not modify or create a derivative work from any content in
an Anthology without the prior permission of BiblioLabs.
c. The Licensee or its Authorized User may not remove,obscure or modify any copyright notice,
watermark or other attributions notices included in BiblioBoard or an Anthology.
d. The Licensee or its Authorized User may not attempt to override,circumvent,or disable any
encryption features or software protections employed in BiblioBoard or an Anthology.
e. The Licensee or its Authorized User may not use BiblioBoard or an Anthology for any commercial
purposes, including but not limited to the sale of an Anthology,or the sale of any content contained
in an Anthology.
f. The Licensee or its Authorized Users may not engage in any activity that surreptitiously downloads,
prints,exports,for the reproduction or distribution of an Anthology in any form that may interfere
with,disrupt,or otherwise burden the BiblioBoard servers or other third-party server(s) being used or
accessed in connection with BiblioBoard.
g. The Licensee or its Authorized Users may not reproduce,or distribute any Anthology,or any content
from any Anthology.
h. The Licensee may not print out or download an Anthology or any Content to stock or replace print
holdings;
i. The Licensee may not undertake coordinated or systematic activity to reproduce or distribute
Content in bulk,for inclusion in course packs,or constitutes downloading and/or distributing a
significant portion of an Anthology or Content.
j. The Licensee or its Authorized Users may not make any use,display, perform, reproduce,or
distribute any Anthology that exceeds or violates this Agreement.
6. Responsibility of Licensee.
a. The Licensee shall notify Bibliol-abs immediately of any prohibited uses they discover or are notified
of by Bibliol-abs or any third-party and shall cooperate with Bibliol-abs in resolving problems of
prohibited uses.
b. The Licensee shall use reasonable efforts to inform Authorized Users of the applicable restrictions
and prohibited uses of BiblioBoard and the Anthologies, including any subsequent changes to any
restrictions and prohibited uses which Bibliol-abs provides notice of to the Licensee.
c. Access to the Platform shall be controlled by BiblioBoard through the use of pattern based I
authentication or such methodology as Bibliol-abs may employ from time to time.
Orig._9/25/2012
DocuSign Envelope ID: 5D81CA78-2502-4FE4-8A8D-C5E65FA27ED7
EXHIBIT 1
BiblioLabs, LLC
BiblioBoard Terms of Use and Conditions for Institutions and Libraries
Page 13 of 6
d. In the event of any unauthorized use of BiblioBoard or an Anthology(including Content) by an
Authorized Use, (1) Bibliol-abs may terminate such Authorized User's access to BiblioBoard, (2)
Bibliol-abs may terminate the access of the Internet Protocol ("I P")address(es)from which such
unauthorized use occurred,and/or(3)the Licensee may terminate such Authorized User's access to
BiblioBoard upon BiblioLabs' request. BiblioLabs shall take none of the steps described in (1)through
(3)without first providing reasonable notice to the Licensee(in no event less than 30 days)and
cooperate with the Licensee to avoid recurrence of any unauthorized use.
e. In the event of repeated unauthorized use of BiblioBoard or any Anthology(including Content) by the
Authorized Users of a Licensee, BiblioLabs reserves the right to terminate Licensee's(and all its
Authorized Users')access to BiblioBoard immediately and without notice.
7. Responsibility of Authorized Users.
a. An Authorized User is responsible for maintaining the confidentiality and security of his username
and/or password (if such are provided),and for all usage or activity on BiblioBoard initiated from his
credentials. An Authorized User may not provide access to BiblioBoard to anyone else, including by
setting up an anonymous remailer for purposes of allowing access to BiblioBoard.
b. An Authorized User shall promptly notify BiblioBoard and where applicable the Licensee,of any
known or suspected unauthorized use(s)of his account or BiblioBoard,or any known or suspected
breach of security, including loss,theft,or unauthorized disclosure or use of his username, password,
and or/IP address(es). Any use of BiblioBoard beyond the scope of or in violation of these Terms and
Conditions of Service, knowing use of any password or username of another,or any fraudulent or
abusive,or otherwise illegal activity, may(in addition to all other remedies available to Bibliol-abs at
law or in equity) be grounds for termination of an account or termination of access to BiblioBoard for
that I address,without notice and at Bibliol-abs's sole discretion.
8. Term,Fees and Payment. The term of this license shall be for one(1)year. Licensee shall make a payment to
Bibliol-abs for the license pursuant to the pricing terms set out in Schedule A of this Agreement.
9. Termination. Except as otherwise provided in this Agreement, in the event that either party believes that the
other has materially breached any obligations under this Agreement,or if Bibliol-abs believes that Licensee has
exceed the scope of the License,such party shall notify the breaching party in writing. The breaching party
shall have 60 days from the receipt of notice to cure the breach and notify the non-breaching party that the
cure has been effected. If the breach is not cured within 60 days the non-breaching party shall have the right
to terminate the Agreement without further notice. Upon Termination of this Agreement for cause access to
BiblioBoard by Licensee and its Authorized Users shall be terminated. Authorized copies of any Anthology
downloaded may be retained by Licensee or its Authorized User and shall continue to be subject to the terms
of this Agreement.
10. Confidential Information. Licensee agrees to maintain the confidentiality of any data relating to the use of
BiblioBoard by Licensee and its Authorized Users. Such data may be used by Licensee solely for internal
monitoring purposes, unless such other use is approved by Bibliol-abs. However, information relating to the
identify of specific users and/or uses shall not be provided to any third party, unless such disclosure is required
by subpoena,court order or other legal proceeding.
11. DISCLAIMER OF WARRANTY. LICENSEE AND ITS AUTHORIZED USERS EXPRESSLY ACKNOWLEDGE AND AGREE
THAT USE OF BIBLIOBOARD AND ANY ANTHOLOGY IS AT THEIR SOLE RISK AND THAT THE ENTIRE RISK AS TO
SATISFACTORY QUALITY, PERFORMANCE,ACCURACY AND EFFORT IS WITH THE LICENSEE AND ITS
AUTHORIZED USER. BIBLIOBOARD AND ANY ANTHOLOGY IS PROVIDED TO YOU ON AN "AS IS"AND"AS
AVAILABLE" BASIS. BIBLIOLABS EXPRESSLY DISCLAIMS ANY WARRANTIES, REPRESENTATIONS,GUARANTEES
AND CONDITIONS OF ANY KIND WHETHER EXPRESS,OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE
Orig._9/25/2012
DocuSign Envelope ID: 5D81CA78-2502-4FE4-8A8D-C5E65FA27ED7
EXHIBIT 1
BiblioLabs, LLC
BiblioBoard Terms of Use and Conditions for Institutions and Libraries
Page 14 of 6
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGMENT.
BIBLIOLABS MAKES NO WARRANTIES THAT: (A) BIBLIOBOARD OR ANY ANTHOLOGY WILL MEET LICENSEES OR
ITS AUTHORIZED USERS REQUIREMENTS,OR BE UNINTERRUPTED,TIMELY,SECURE,OR ERROR FREE,OR(B)
THAT DEFECTS IN THE PLATFORM OR THE PLATFORM'S CONTENT WILL BE CORRECTED. NO ORAL OR WRITTEN
INFORMATION OR ADVICE GIVEN BY BIBLIOLABS OR ITS REPRESENTATIVE AGENTS SHALL CREATE A
WARRANTY. LICENSEE OR ITS AUTHORIZED USERS IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO THEIR
DEVICE OR LOSS OF DATA AS A RESULT OF LICENSEE OR ITS AUTHORIZED USERS DOWLOANDING, UPLOADING,
ACCESSING,VIEIWING,TRANSMITTING,OR RECEIVING MATERIAL OR CONTENT FROM BIBLIOBOARD.
12. LIMITATION OF LIABILITY. IN NO EVENT SHALL BIBLIOLABS BE LIABLE TO LICENSEE OR ITS AUTHORIZED USERS
OR ANY THIRD PARTY FOR ANY INDIRECT,CONSEQUENTIAL, EXEMPLARY, INCIDENTAL,SPECIAL OR PUNITIVE
DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM LICENSEE'S OR ITS AUTHORIZED USERS'USE OF
BIBLIOBOARD, EVEN IF BIBLIOLABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, BIBLIOLABS' LIABILITYTO LICENSEE
OR ITS AUTHORIZED USERS FOR ANY CAUSE OF ACTION WHATSOEVER AND REGARDLESS OF THE FORM OF
THE ACTION,WILL AT ALL TIMES BE LIMITED TO THE AMOUNT, IF ANY, PAID BY LICENSEE TO BIBLIOLABS
DURING THE TERM OF THIS AGREEMENT.
13. MISCELLANIOUS.
a. Relationship of the Parties. Nothing contained in this Agreement will create a partnership,joint
venture,or agency relationship between the parties.The parties will act as independent contractors
hereunder,and neither will have the authority to bind the other with respect to any third party.
b. Severance. If any provision of this Agreement is held to be invalid,such invalidity will not affect the
remaining provisions.
c. Waiver.The failure of Bibliol-abs to enforce any provision of this Agreement will not constitute a
waiver of its rights to subsequently enforce the provision.The remedies specified in this Agreement
are in addition to any other remedies that may be available to it at law or in equity.
d. GOVERNING LAW.The laws of the State of South Carolina shall govern without regard to its conflict
of laws provisions. You agree to submit to the exclusive personal jurisdiction of a competent court in
the State of South Carolina. Bibliol-abs'failure to exercise or enforce a right or term of this
Agreement shall not be construed as a waiver of such rights. If any provision of this Agreement is
found by a court of competent jurisdiction to be invalid,the other provisions shall remain in full force
and effect. Licensee agrees that regardless of any statute or law to the contrary,any claim or cause
of action Licensee has against Bibliol-abs arising out of or related to use of the Application or any
Collection must be filed within one(1)year after such claim or cause of action arose or it shall be
forever barred.
e. Notices. All notices given pursuant to this Agreement shall be in writing and may be delivered by
hand, mail,or facsimile or email. Either party may from time to time change its Notice Address by
written notice to the other party.
If to BiblioLabs If to Licensee
Attention:Andrew Roskill Attention:Anne Pusey
Address: 100 Calhoun St.Suite 200 Address: Orange County Public Library
Charleston,SC 29401 137 W Margaret Ln, Hillsborough, NC 27278
Email: roskilla @bibliolabs.com I Email: apusev @orangecountync.gov
Orig._9/25/2012
DocuSign Envelope ID: 5D81CA78-2502-4FE4-8A8D-C5E65FA27ED7
EXHIBIT 1
BiblioLabs, LLC
BiblioBoard Terms of Use and Conditions for Institutions and Libraries
Page 15 of 6
SCHEDULE A
List of Modules Permitted to Access
SELF-e Package
Pricing Schedule for Modules Accessed
$900
Orig._9/25/2012
DocuSign Envelope ID: 5D81CA78-2502-4FE4-8A8D-C5E65FA27ED7
EXHIBIT 1
BiblioLabs, LLC
BiblioBoard Terms of Use and Conditions for Institutions and Libraries
Page 6 of 6
Library Name Orange County Public Library
Primary Contact: Anne Pusey
Title: Head of Adult and Teen Services
E-mail: apusevCcDoran ecount nc, ov
Phone: 919-245-2534
Technical Contact: Same
Title: (lick.here to enter text.
E-mail: (lick.here to enter text.
Phone: (lick.here to enter text.
LIBRARY MAILING ADDRESS:
Orange County Public Library
137 West Margaret Lane
Hillsborough,NC 27278
IP Ranges
[Type any additional notes if needed.]
Iw"P��J' IlImm. 1.�`�1
11)��1"0'.�"���l�fdG� luuipyll�� U!�U1
� e
�1$'6`f`f`f`f`filll 1DI([1JJJilIJ9,4
The Patr arl Purr t " Mobile Library
O r ig._9/25/2012