Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
2024-613-E-IT Dept-Bibliocommons Corp -Software implementation and annual subscription fee
Revised 01/24 Vendor edits 1 G f NORTH CAROLINA [Departmental Use Only] TITLE Library/Bibliocommons FY25 BIBLIO SERVICES AGREEMENT ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 10th day of October, 2024, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Bibliocommons Corp, (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): Software as a Service (SaaS) for a public library catalog. ii) By executing this Agreement, the 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. iii) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and submission of all work related to the Basic Services. Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679 Revised 01/24 Vendor edits 2 ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns 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. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) Should any documents, exhibits, or addenda be attached to this Agreement, the terms of this Agreement shall have priority in any conflict with or among the terms of such referenced documents, exhibits vii) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. 3. Basic Services Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679 Revised 01/24 Vendor edits 3 a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Software as a Service for a public library catalog (see Schedule A and Library Subscription Master Agreement). 4. Duration of Services a. Term. The term of this Agreement shall be from October 10, 2024 to October 9, 2025. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider fall behind the agreed schedule, the County may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be October 14, 2024. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed thirty-five-thousand-four-hundred-fifty-three and 00/100 Dollars ($35,453.00-See Schedule A). Payment for Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. 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. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Erin Sapienza) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679 Revised 01/24 Vendor edits 4 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679 Revised 01/24 Vendor edits 5 Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’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 http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of 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 County's Risk Manager. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon thirty (30) days’ prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. c. Compensation After Termination. Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679 Revised 01/24 Vendor edits 6 i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. ii) Should this Agreement be terminated the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. 11. Suspension. County may suspend the Basic Services and this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County.Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each Orange County policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679 Revised 01/24 Vendor edits 7 part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. 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 or 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 or non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement. In the event of a change in the County’s statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County’s legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679 Revised 01/24 Vendor edits 8 j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County BiblioCommons Corp. Attention: Erin Sapienza Attention: General Manager P.O. Box 8181 5060 Spectrum Way, Suite 100, Hillsborough, NC 27278 Mississauga, Ontario, L4W 5N5 Canada [SIGNATURE PAGE TO FOLLOW] Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679 Revised 01/24 Vendor edits 9 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: BIBLIOCOMMONS CORP.: By: By: Travis Myren, County Manager Marty Tarle, General Manager Printed Name and Title Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679 10/10/202410/17/2024 Revised 01/24 Vendor edits 1 0 ORANGE COUNTY—INTERNAL USE ONLY Finance Information Vendor Name: Bibliocommons Corp Vendor Contact Person: Marty Tarle Phone: (647) 436 6381 Address: 5060 Spectrum Way, Suite 100 City Mississauga State: ON Zip: L4W 5N5 Department: Library Amount: $35,453.00 Purpose: Software implementation and annual subscription fee Budget Code(s): $19,950 (IT 10315020-625010), $15,503 (Library 30500020-620250-71358) Vendor # 68549 Vendor Status with NCSOS:Current/ActiveVendor is a BOCC consultant: Yes xNo Contract Details Contract Type: x New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 10 October 2024 End Date 9 October 2025 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; x Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation x This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement. This agreement is approved as to technical form and content. Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: Department Director’s Signature Date: Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer Date: Inapplicable because no hardware/software purchases or related services Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer Date: Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer Date: Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney Date: Clerk to the Board All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Received for record retention: Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679 10/10/2024 10/11/2024 10/13/2024 10/16/2024 10/17/2024 Revised 01/24 Vendor edits 1 1 Office of the Clerk to the Board Date: Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679 Schedule ‘A’ – Order Form #00003844 Page 1 of 2 Quote for Orange County Public Library (NC) – September 25, 2024 Contact: Alyx Park Email: alyx.park@bibliocommons.com BiblioCommons Corp. 5060 Spectrum Way, Suite 100, Mississauga, ON L4W 5N5 Canada +1 647 436 6381 info@BiblioCommons.com Orange County Public Library 137 W MARGARET LN HILLSBOROUGH, North Carolina 27278 Date: September 25, 2024 Valid Until: Sep 30, 2024 Subscription Term: Oct 1, 2024 – Sep 30, 2025 Population Served: 86,257 Population Source: IMLS Contact: Alyx Park Email: alyx.park@bibliocommons.com Subscription Annual Subscription Fee (USD) One-Time Implementation Fee (USD) BiblioCore An online catalog that is the foundation of patrons' experiences with the library. Includes e - content integration and pre-populated award winners and bestsellers listings. Cover art is recommended, but not included. See Schedule "A-1." https://www.bibliocommons.com/schedule-a1-bibliocore Rate: $0.1182761/pop. or $19,950 minimum $19,950.00 $15,503.00 Sub-Total $19,950.00 $15,503.00 Subscription Fees 19,950.00 Total Due This Year, payable on the date hereof 35,453.00 Terms This Order Form supplements the Library Subscription Master Agreement (“Agreement”) dated and is incorporated therein by reference. Capitalized terms not defined herein will have the meanings set forth in the Agreement. In the event of a conflict between this Order Form and the Agreement, the Order Form will govern. The Parties acknowledge and confirm that the Services set out in this Order Form will be provided in addition to any services that Subscriber has also purchased with other Order Form(s). Attached or linked Service descriptions, if any, will be incorporated by reference herein. Annual Subscription Fees cover hosting, support, and upgrades. Subscription Fees are reviewed annually. Implementation fees are one-time charges for standard configuration of service and standard subscription agreement. Implementation of services is conducted remotely. If significant modifications to legal terms are required, including change of legal venue, additional fees may be required. All fees payable by Subscriber are exclusive of taxes. All fees are payable on the date of signing. Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679 Schedule ‘A’ – Order Form #00003844 Page 2 of 2 Quote for Orange County Public Library (NC) – September 25, 2024 Contact: Alyx Park Email: alyx.park@bibliocommons.com BiblioCommons Corp. 5060 Spectrum Way, Suite 100, Mississauga, ON L4W 5N5 Canada +1 647 436 6381 info@BiblioCommons.com IN WITNESS WHEREOF the parties hereto have caused this Order Form to be duly executed by their proper authorized officers. Orange County Public Library (NC) BiblioCommons Corp. \s1\ \s2\ Signature Signature \n1\ \n2\ Name Name \t1\ \t2\ Title Title \d1\ \d2\ Date Date Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679 LIBRARY SUBSCRIPTION MASTER AGREEMENT THIS LIBRARY SUBSCRIPTION AGREEMENT (this “Agreement”) is made this 30th day of September, 2024 (“Effective Date”) between BiblioCommons Corp., a corporation constituted under the laws of the Province of Ontario, Canada (“BiblioCommons”) and the Orange County, a political subdivision of the State of North Carolina (“Subscriber”) (Individually, a “Party” and collectively, the “Parties”). The terms and conditions of this Agreement shall govern the Service(s) (as defined below) to be provided by BiblioCommons under any Order Form (as defined below) executed by the Parties, as though the provisions of this Agreement were set forth in their entirety within such Order Form. This Agreement shall incorporate the “Services Agreement No RFP/RFQ” entered into by the parties on 30 September 2024. In the event of any conflict or inconsistency between this Library Subscription Master Agreement and the Services Agreement No RFP/RFQ, the “Services Agreement No RFP/RFQ” shall prevail. NOW THEREFORE in consideration of the mutual promises and covenants herein, and other good and valuable consideration, the sufficiency of which is acknowledged by the Parties, the Parties agree as follows: 1. DEFINITIONS AND PRINCIPLES OF INTERPRETATION 1.1 Definitions. Whenever used in this Agreement, the following words and terms shall have the meanings set out below: (a) “Agreement” has the meaning ascribed to it in the introductory paragraph; (b) “Authorized Patron” means a person who has a numbered library account with Subscriber and is authorized by Subscriber to use the Service; (c) “BiblioCommons” has the meaning ascribed to it in the introductory paragraph; (d) “Breaching Party” has the meaning ascribed to it in SectionError! Reference source not found. hereof; (e) “Business Day” means a day, other than a Saturday or a Sunday or statutory holiday in the jurisdiction of either Party; (f) “BiblioWeb Service” has the meaning set out in the applicable Order Form; (g) “Confidential Information” means any information disclosed by a Party to the other Party pursuant to this Agreement in a context which would cause a reasonable person to believe the information is intended to be treated as confidential, including but not limited to, documents expressly designated as confidential, any information related to BiblioCommons proprietary services and software including the Service, Secure Personal Information, and information related to Subscriber’s processes, products, employees, facilities, equipment, security systems, information systems, finances, marketing plans, suppliers, or distributors; provided, however that “Confidential Information” shall not include information that: (i) is now available or becomes available to the public without breach of this Agreement; (ii) is explicitly approved for release by written authorization of the Disclosing Party; (iii) is lawfully obtained from a third party or parties without a duty of confidentiality; (iv) is disclosed to a third party by the Disclosing Party without a duty of confidentiality; (v) is known to the Receiving Party prior to disclosure; (vi) is at any time developed by the Receiving Party independently of any such disclosure(s) from the Disclosing Party; or (vii) must be disclosed as required by law; (h) “Core” or “Core Service” has the meaning set out in the applicable Order Form; (i) “Disclosing Party” has the meaning ascribed to it in Section 5.1 hereof; to (j) “Designated Person” is the person designated by the Subscriber to receive all notices, consent and other communication. See Sections 9.12, 9.13 and 9.14; (k) “Effective Date” has the meaning ascribed to it in the introductory paragraph; (l) “Fees” means the fees for the Services set out in the applicable Order Form, as adjusted for Renewal Terms from time to time as set out in Section 3.1(b); (m) “Force Majeure Event” has the meaning ascribed to it in Section 9.4; (n) “ILS” means the Subscriber’s Integrated Library System, used for library circulation, cataloging and other services; (o) “Initial Term” has the meaning ascribed to it in Section 2.2 hereof; (p) “Intellectual Property Right” means any intellectual property right recognized by law, including any intellectual property right protected through legislation (such as that governing patents, copyright or trademarks) or arising from protection of information as a trade secret, confidential information or common law trademark right; Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679 - 2 - (q) “Order Form” has the meaning ascribed to it in Section 3.1(a) hereof; (r) “Parting” has the meaning ascribed to it in Section 7.2 hereof; (s) “Party” or “Parties” has the meaning ascribed to it in the introductory paragraph. (t) “Privacy Statement” means the statement of BiblioCommons’ privacy practices that shall govern BiblioCommons’ collection, use and disclosure of Personal Information of Authorized Patrons which, as of the Effective Date, is attached as Schedule “E”, and which may be amended by BiblioCommons from time to time; (u) “Receiving Party” has the meaning ascribed to it in Section 5.1 hereof; (v) “Renewal Term” has the meaning ascribed to it in Section 2.2 hereof; (w) “Secure Personal Information” means personally identifiable information that is provided by a User in the registration process or personal account settings on the Service, or is transferred to the Service from the ILS; notwithstanding the foregoing “Secure Personal Information” shall not include Shared Content or information an individual has chosen to transmit or share through a feedback service provided on the Service, web- forms on the BiblioWeb service (if any) or an entry in any context which is, by design, publically viewable; (x) “Shared Content” has the meaning ascribed to it in the Privacy Statement; (y) “Service” means a range of services purchased as set out in the applicable Order Form; (z) “Subscriber” has the meaning ascribed to it in the introductory paragraph; (aa) “Technical Requirements” has the meaning ascribed to it in Section 3.2 hereof; (bb) “Term” means the duration of the Initial Term and any Renewal Term; (cc) “Terms of Use” means the terms of use that govern the use by Authorized Patrons of the Service which, as of the Effective Date, is attached hereto as Schedule “F”, and which may be amended by BiblioCommons from time to time; (dd) “User” means an Authorized Patron who has registered with BiblioCommons to use the Service. 1.2 Schedules. This Agreement contains the following schedules, each of which are attached and incorporated into this Agreement: Schedule “A” – Template Order Form Schedule “B” – Support Services Schedule “C” – Service Levels Schedule “D” – Technical Requirements Schedule “E” – Privacy Statement Schedule “F” – Terms of Use Schedule “G” – Additional Fees 1.3 Calculation of Time. When calculating the period of time within which or following which any act is to be done or step taken pursuant to this Agreement, the date which is the reference day in calculating such period shall be excluded. Any payment or action to be made or taken on a day other than a Business Day in either jurisdiction shall be made or taken on the immediately following day that is a Business Day in the jurisdictions of both Parties. 2. BIBLIOCOMMONS OBLIGATIONS 2.1 Delivery of Service. During the Term, BiblioCommons shall make the Service available via the Internet to Authorized Patrons and grant to Subscriber a non-exclusive and non-transferable right to use the Service. Authorized Patrons are subject to and may be required to agree to the Terms of Use and Privacy Statement. 2.2 Term. Unless terminated earlier as provided herein, this Agreement is for a period of one (1) year from the Effective Date (the “Initial Term”). In the event an Order Form contains Services that are being added to an existing subscription, such added Services shall be coterminous with the Initial Term or applicable Renewal Term and shall be billed from the applicable Order Form Effective Date according to the Fees corresponding to such Order Form. 2.3 Changes to the Service. BiblioCommons may, from time to time and at any time, in its sole discretion, introduce upgrades and updates to the Services that are consistent with the service description set out in the applicable Order Form at no additional charge. 2.4 Maintaining Community Standards. The Service allows Users to flag user-generated content they feel does not conform to the Terms of Use. When content is flagged three times, or as many times as may be determined by BiblioCommons in its sole discretion, BiblioCommons will: Remove flagged content from public view; and Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679 - 3 - Notify the User who contributed the content, and provide directions for appealing the removal. Any appeals will be compiled and at least once each month BiblioCommons will review any appeals to assess whether the removed content conforms with the Terms of Use in effect at the time of removal. 2.5 Support. BiblioCommons will use commercially reasonable efforts to support the Services in accordance with the service levels and remedies outlined in Schedule “B” Support Services. 2.6 Service Level. BiblioCommons will use commercially reasonable efforts to provide the Core Service in accordance with the service levels and remedies outlined in Schedule “C” Service Levels. Notwithstanding anything herein to the contrary: BiblioCommons may interrupt the Service for security purposes; The Service is dependent on the Internet and availability and performance may be impacted by the availability and performance of the Internet. 2.7 Indemnity. BiblioCommons shall indemnify, hold harmless and defend Subscriber from and against all third party claims, demands, losses, damages, costs and expenses (including reasonable attorneys’ fees) (“Claims”) made against or incurred, suffered or sustained by the Subscriber, in connection with, or relating to, or arising out of any allegation or claim that the Service itself violates or infringes any third party intellectual property rights except to the extent such Claim is related to the acts or omissions of the Subscriber, its Authorized Patrons or any of its respective agents or contractors; provided that, BiblioCommons is provided with (i) prompt written notice of any third party claim; (ii) all necessary assistance, information and authority necessary for BiblioCommons to defend a third party claim and perform its obligations under this Section; and (iii) sole control of the defense of such claim and all associated negotiations. 3. SUBSCRIBER OBLIGATIONS 3.1 Order Forms, Fees and Payment. (a) Order Form. Subscriber shall order a Service by completing and signing an order form, a template of which is set out in Schedule “A” attached hereto (each, an “Order Form”). Each accepted, fully executed Order Form shall become incorporated herein by reference as successive Exhibits (e.g. Exhibit A-1, Exhibit A-2 etc.). In the event that Subscriber’s business practices require a purchase order number be issued prior to payment of any BiblioCommons invoices pursuant to the applicable Order Form, then such purchase order number must be provided to BiblioCommons prior to the activation of the Service. Subscriber’s execution and return of the applicable Order Form to BiblioCommons without designating a purchase order number shall be deemed an acknowledgement that no purchase order number is required for payment of the invoices hereunder. Additionally, terms, provisions or conditions on any purchase order, acknowledgment, or other business form or writing that Subscriber may use in connection with the provision of Service(s) from BiblioCommons will have no force and effect on the rights, duties or obligations of the Parties, regardless of any failure of BiblioCommons to object to such terms, provisions or conditions. (b) Fees. All Fees are exclusive of amounts payable as tax or any other registration or operating fee that may be levied against BiblioCommons by national, state or local authorities in whose jurisdiction Subscriber operates and that pertain to the provision of the Service during the Term. Such amounts will be payable by Subscriber. Fees are based on Services purchased, not actual usage. Payment obligations are non-cancelable and Fees paid are non-refundable. The price actually charged for a specific Service will be the price in effect at the time the Service is requested. On the anniversary date of an Order Form, BiblioCommons reserves the right to increase the Fees for the Services upon notice to the Subscriber. BiblioCommons reserves the right to modify its Fees, charges and/or to introduce new charges at any time, upon at least ninety (90) days prior notice to Subscriber, effective upon the next Renewal Term. (c) Payment Terms. Intentionally omitted. 3.2 Technical Requirements. Subscriber ILS and bibliographic and patron data shall meet minimum standards attached and incorporated as Schedule “D” (the “Technical Requirements”). 4. INTELLECTUAL PROPERTY RIGHTS 4.1 Ownership of Intellectual Property Rights. As between BiblioCommons and Subscriber, all rights, title and interest, including all Intellectual Property Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679 - 4 - Rights, related to the Service and related software and documentation, including without limitation, any and all upgrades, updates, improvements, fixes, additions, enhancements, modifications and derivative works thereto, shall remain with BiblioCommons. Nothing in this Agreement shall grant to either Party any ownership or other Intellectual Property Rights of the other Party other than as expressly set out in this Agreement. Nothing in this Agreement shall grant to either Party any ownership or any Intellectual Property Rights to content generated by Users in connection with their use of the Service. 4.2 Control of Trade-marks. Subscriber acknowledges that “BiblioCommons” is a trade-mark of BiblioCommons and shall not be used by Subscriber except as expressly provided in this Agreement and otherwise only with the written consent of BiblioCommons and in accordance with any trade-mark guidelines that may be provided by BiblioCommons from time to time. 5. CONFIDENTIAL INFORMATION 5.1 Disclosure; Standard of Care. Both parties recognize and agree to adhere to North Carolina’s public records law, set forth at Chapter 132 of the North Carolina General Statutes. The Parties acknowledge that, in the course of this Agreement, each Party (a “Disclosing Party”) may disclose Confidential Information to the other (a “Receiving Party”). Each Receiving Party shall hold such Confidential Information in trust for the sole benefit of the Disclosing Party. Each Receiving Party shall protect the other Party’s Confidential Information from unauthorized dissemination, disclosure and use with the same degree of care that each such Party uses to protect and safeguard its own like information, but not less than a reasonable degree of care given the sensitivity and strategic value of such Confidential Information. Confidential Information shall be disclosed only to the employees and subcontractors of the Receiving Party who have a “need to know” and who have executed an internal nondisclosure agreement at least as restrictive as the terms of this Agreement. A Receiving Party shall not disclose any Confidential Information to any third party without first obtaining the Disclosing Party’s written consent to such disclosure unless such disclosure is required by law. A Receiving Party may further disclose Confidential Information to such Party’s professional advisors in connection with the negotiation and performance of this Agreement and in connection with the advisor’s consideration of disclosures that may be required by law, provided such advisors are informed of the obligations of confidentiality. In the event that a Receiving Party is compelled to disclose a Disclosing Party’s Confidential Information, in the course of litigation or otherwise, or a compelled disclosure is reasonably anticipated, the Receiving Party shall give immediate notice to the Disclosing Party of such fact and shall provide all reasonable cooperation to the Disclosing Party at the sole expense of the Disclosing Party in obtaining a protective order to prevent the disclosure of Confidential Information. 6. WARRANTIES 6.1 BiblioCommons Warranties. BiblioCommons hereby represents and warrants to Subscriber that: (a) BiblioCommons is legally incorporated and validly exists as a corporation under the laws of Ontario; (b) BiblioCommons has the power and authority to enter into the Subscriber Agreement; (c) The individual signing this Agreement has the power and authority to sign such documents; (d) It will use its commercially reasonable efforts to maintain the systems associated with the Service free from viruses, Trojans and other harmful code; and (e) The Service will be performed in a professional, workmanlike manner, commensurate with industry practices within the industry in which BiblioCommons operates. 6.2 Subscriber Warranties. Subscriber hereby represents and warrants to BiblioCommons that: (a) Subscriber is a [legal entity] corporation under the laws of [insert jurisdiction]; (b) Subscriber has the power and authority to enter into the Subscriber Agreement; (c) the individual signing this Agreement has the power and authority to sign such documents; and (d) Subscriber will use commercially reasonable efforts to avoid transmitting to BiblioCommons any viruses, Trojans and other harmful code. 6.3 Warranty Disclaimer. BiblioCommons provides the Service using a commercially reasonable level of skill and care and BiblioCommons hopes that its customers (including both library staff and patrons) will enjoy accessing and using these Services. However, there are certain things that BiblioCommons does not promise about the Services. Some jurisdictions provide for certain warranties, like the implied warranty of merchantability and fitness for a particular purpose. BiblioCommons will honour its statutory Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679 - 5 - obligations. To the extent permitted by law, BiblioCommons excludes all warranties outside of those listed in Section 6.1. Unless otherwise required by law, the Service and any software provided in connection with the Service is provided by BiblioCommons under this Agreement on an “as is” basis. Except as otherwise stated in this Agreement, BiblioCommons and its licensors make no (and hereby disclaim all) warranties, representations and conditions whatsoever (whether express or implied; written or oral; arising by statute, operation of law or otherwise) regarding the Service provided under this Agreement, including without limitation, any implied warranty or condition of merchantable quality, fitness for a particular purpose, non-infringement or arising from a course of dealing, title, usage of trade or course of performance. Without limiting the generality of the foregoing, while BiblioCommons will meet its service and support obligations laid out in the Agreement, BiblioCommons makes no warranty that the operation of the Service will be error-free or that it will produce a desired result beyond such obligations. 7. TERMINATION 7.1 Termination. Intentionally omitted. 7.2 Treatment of Patron-Contributed Data upon Termination. Both parties recognize and agree to adhere to North Carolina’s public records law, set forth at Chapter 132 of the North Carolina General Statutes. Vendor agrees to indemnify and hold harmless County and its officers, employees, and agents from all costs, damagers, and expenses incurred in connection with refusing to disclose any information. In the event of a termination of this Agreement or should a renewal agreement not be established after the Term (a “Parting”), BiblioCommons shall provide at Subscriber’s request and upon the payment of the cost-recovery fee set forth in Schedule G, a transfer of all User-generated bibliographic annotations for use by Subscriber in association with an alternate service, provided by Subscriber itself or by a third party, that adheres to the Terms of Use and Privacy Statement. In addition, in the event of a Parting, Subscriber agrees that BiblioCommons will send a customer service communication, subject to Subscriber approval which shall not be unreasonably withheld, explaining the User’s options and their implications through such transition, to all Users who have: (a) communicated or established connections with one or more persons who are registered users of a BiblioCommons service; (b) initially approached the Service for registration through a website that is not affiliated with Subscriber; (c) subscribed to syndicated information from one or more persons who are registered users of a BiblioCommons service; or (d) syndicated their information or content from BiblioCommons to other websites. Secure Personal Information on BiblioCommons servers that is associated with Users who do not choose to continue their participation in a BiblioCommons service will be deactivated within ninety (90) days of a Parting. 8. LIMITATION OF LIABILITY 8.1 Limitations of Liability. Except where a limitation of liability by a party is excluded from operation by law, and except for any claims of misappropriation of intellectual property and for fees due under Article 3, in no event shall either Party be liable for: (i) indirect, special, consequential, incidental or punitive losses, damages or expenses or lost profits or savings even if it has been advised of their possible existence; or (ii) aggregate liability under this Agreement to the other Party exceeding the aggregate amount of the Fees paid by Subscriber to BiblioCommons during the 12 month period immediately preceding the date of any such claim. This limitation of liability extends to any alleged liability arising under the law of contracts, torts, negligence or any legal or equitable theory whatsoever. 9. GENERAL 9.1 Good Faith and Fair Dealing. Each Party agrees that it shall, with respect to the other Parties, and in all matters related to this Agreement, act in good faith and in accordance with reasonable commercial standards. 9.2 Publicity. Each Party may issue a public statement or general marketing communications announcing the relationship under this Agreement without the prior written consent of the other Party. For the sole purpose of marketing and promoting the Service and for the Term of this Agreement only, each Party hereby grants to the other Party the non- exclusive non-transferable right to use and display such party’s logos and trade-marks in the other Party’s websites and marketing materials, subject to compliance with the originating Party’s trade-mark guidelines Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679 - 6 - provided to the other Party from time to time. Any termination of this Agreement or ending of the relationship shall cause BiblioCommons to immediately update and remove such statements or communications. 9.3 Entire Agreement. This Agreement together with all of the terms in the applicable Order Form constitute the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, both written and oral, between the Parties with respect to the subject matter hereof and thereof. No representation, inducement, promise, understanding, condition or warranty not set forth herein, or incorporated by reference herein, has been made or relied upon by any Party hereto. 9.4 Force Majeure. Neither Party shall be liable for any damages, delays or failure in performance under this Agreement caused by acts or conditions beyond its reasonable control or without its fault or negligence (each, a “Force Majeure Event”), including but not limited to “acts of God”, delays caused by governmental authorities, strikes, lockouts and other labour unrest, delays in obtaining governmental approvals and similar conditions. A Party shall, in order to avail itself of any of the provisions of this Section, promptly send a written notice of the Force Majeure Event to the other Party, including a description of the Force Majeure Event, its expected duration and a description of the actions being taken by the Party to mitigate the effect of the Force Majeure Event. 9.5 Severability. For the purposes of this section, the Parties acknowledge and agree that each and every term of this Agreement is of the essence. If any one or more of the provisions contained in this Agreement should be declared invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained in this Agreement shall not in any way be affected or impaired thereby so long as the commercial, economic and legal substance of the transaction contemplated hereby are not affected in any manner materially adverse to any Party. Upon such a declaration, the Parties shall modify this Agreement so as to carry out the original intent of the Parties as closely as possible in an acceptable manner so that the transactions contemplated hereby are consummated as originally contemplated to the fullest extent possible. 9.6 Further Assurances. Each Party shall at any time and from time to time, upon each request by the other Party, execute and deliver such further documents and do such further acts and things as the other Party may reasonably request to evidence, carry out and give full effect to the terms, conditions, intent and meaning of this Agreement. 9.7 Amendments. This Agreement may be modified or amended only with the mutual written consent of the Parties. 9.8 Assignment. Intentionally omitted. 9.9 Subcontracting. Intentionally omitted. 9.10 No Waiver. No failure or delay by any Party in exercising any of its rights or remedies hereunder will operate as a waiver thereof, nor will any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. Except as otherwise provided herein, the rights and remedies of the Parties provided in this Agreement are cumulative and not exclusive of any rights or remedies provided under this Agreement, by law, in equity or otherwise. 9.11 No Agency. The Parties are not partners or joint venturers; neither Party is the agent, representative, or employee of the other Party; and nothing in this Agreement will be construed to create any relationship between them other than an independent contractor relationship. Neither Party will have any responsibility or liability for the actions of the other Party except as specifically provided herein. Neither Party will have any right or authority to bind or obligate the other Party in any manner or make any representation or warranty on behalf of the other Party. 9.12 Dispute Resolution Process. (a) Escalation Procedure. Any dispute between the Parties shall first be referred to the persons designated in this Agreement for the receipt of Notices (the “Designated Persons”), by written notice of the dispute including the material facts. The Designated Persons shall attempt to resolve the dispute and shall escalate it to the appropriate management representatives of the Parties as may be considered appropriate. (b) Arbitration. Intentionally omitted. Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679 - 7 - (c) Exception from Mandatory Arbitration. Intentionally omitted. (d) Conduct During Dispute. Intentionally omitted. 9.13 Notices. All notices, consents and other communications required or which may be given under this Agreement will be in writing and will be deemed to have been duly given when given by hand, by courier, or by email confirmed by the recipient. If sent outside business hours of the addressee, such notice, consent or other communication will be deemed to have been duly given at the beginning of the next Business Day. Notices, consents and other communications shall be addressed to a Party at its address set forth below, or at such other address as a Party may hereafter designate by notice given in accordance with the terms hereof. If for BiblioCommons: BiblioCommons Corp. 5060 Spectrum Way, Suite 100, Mississauga, ON L4W 5N5 Canada Attention: General Manager If for Subscriber: [Address] 9.14 Counterparts; Facsimile. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and facsimile or scanned signatures shall be deemed original. This Agreement shall become effective when each Party hereto shall have received an original, scanned or faxed counterpart hereof signed by each other Party hereto. 9.15 Governing Law and Venue. This Agreement has been executed and delivered in, and shall be construed and enforced in accordance with, the laws of North Carolina. The Parties agree that no action taken by either party will be heard by a jury. Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679 IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first above written. BIBLIOCOMMONS CORP. ORANGE COUNTY \s2\ \s1\ Name: Marty Tarle\n2\ Name: Travis Myren Title: General Manager Title: County Manager Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679 “A” - 1 SCHEDULE “A” TEMPLATE ORDER FORM (Attached) Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679 “B” – 1 SCHEDULE “B” POST IMPLEMENTATION SUPPORT After BiblioCore or BiblioWeb is implemented, BiblioCommons provides ongoing support. Support work varies in timing and scope depending on the issue type. The definition of issue types (I), the severity classification for each issue type (II ), and the response commitments for each severity level (III) are defined below. I. Definition of Issue Types BiblioCommons organizes library feedback into four types of issue, summarized here and defined below in turn: A. Questions: Understanding BiblioCore, BiblioWeb or other services. B. Tasks: Tasks specific to your library C. Suggestions: Improving BiblioCore or BiblioWeb and designing new functionality. D. Corrections: Fixing BiblioCore or BiblioWeb when not working as designed. A. Questions BiblioCommons distinguishes two types of questions, with corresponding response commitments described in Section III below. 1) Questions or notifications about updates affecting your ILS or Tomcat server. 2) Other questions. To help answer questions, BiblioCommons maintains an online Partner Portal. This includes: ● a Knowledge Base with answers to frequently asked questions and official documentation for other self-help, ● Community pages with forums for peer-to-peer questions and answers, and ● an Online Ticketing system where libraries can submit questions not answered elsewhere. Response commitment s for questions are described below. B. Configuration Tasks Configurations determine the way in which BiblioCore or BiblioWeb interoperate with local library technology and services. After implementation, libraries may request configuration changes to support changes in the ILS, in library marketing and branding, or in branch locations and programing. C. Suggestions BiblioCommons continually reinvests in product design and development, and library suggestions are an important input. Please use the 'Community' area of the Partner Portal to submit your suggestions. D. Corrections BiblioCore and BiblioWeb are evolving products that interoperate with changing third-party software and hardware, from library ILSs to patron smartphone systems. As a result of changes on all sides, BiblioCommons products can sometimes stop working as designed and require correction. Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679 “B” – 2 BiblioCommons corrects bugs in BiblioCore or BiblioWeb, with the timing and scope of correction proportionate to the severity of the problem. The severity of an issue is determined by ● The importance of the feature affected, and ● The prevalence of the outage. The resulting severity levels and the response commitments for each are defined further below (in sections II and III, respectively). 1) Definition of issue importance Importance of Issue Primary Secondary Tertiary BiblioCore Service Issues that prevent (on a supported desktop web browser): ● Site availability; ● Availability of: ○ Registration ○ Login ○ Search ○ Holds ○ Renewals. ○ Single Sign-On (SSO) ○ Real-time item availability ● Issues that prevent synchronization of: ○ bibliographic records (additions, deletions, edits), and ○ item availability. ● Issues that prevent (on a supported desktop or mobile web browser) personal record-keeping and community-contributed content: ○ My Shelves ○ Lists ○ Star Ratings ○ Reviews & Comments ○ Following & Ignoring ○ Messaging ○ Other Community Functionality. ● Issues that prevent (on a supported mobile browser) interaction with any feature listed in the two bullets in the “Primary” column for the BiblioCore service. All other issues or requests including: ● Text changes and cosmetic issues not affecting site functionality ● Changes to mapping of configurable features -- formats, audience, availability status, etc. ● Analytics issues. Other issues not covered in primary and secondary. Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679 “B” – 3 ● Issues that affect the availability of the Core APIs. ● Cosmetic issues affecting site functionality If applicable: ● Visibility of BiblioCloudRecords ● Rendering augmented content supplied by others ● Create and view functions for BiblioSuggest. ● Visibility of links for Combined Catalog ● Access fines-payment service provided by others ● Translations ● Search results are incorrectly scoped. BiblioWeb Service Issues that prevent: ● Site availability ● Availability of the footer ● Availability of Find-a- Location Page ● BiblioEvents widget display ● Availability of Online- Resources pages ● BiblioWeb Admin Login; Or issues that cause a loss of major functionality on the Homepage - e.g.: ● Stylesheets not loading, ● Cards not loading ● Homepage Manager not accessible. Issues that prevent: ● Availability of individual Location Pages ● Creation or publication of blogs or news posts ● Ability to manage Browse pages ● Ability to manage Program pages ● Creation or submission of forms ● Creation of FAQs ● Ability to upload and access media Or cosmetic issues affecting site functionality. All other issues or requests including: ● Text changes and cosmetic issues not affecting site functionality ● Availability of Archival Collections & Special Content ● Availability of sidebar widgets ● Analytics Other issues not covered in primary and secondary. BiblioEvents Service Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679 “B” – 4 Issues that prevent: ● Registration for events ● Creating/editing events ● Search for events ● Visibility of event listings ● Availability of information on Event Details Page. Issues that prevent: ● Availability of reporting data Or cosmetic issues affecting site functionality Other issues including text and cosmetic issues not affecting site functionality Other issues not covered in primary and secondary. BiblioApps Service Widespread issues affecting app activation, login, holds and renewal will be treated as critical priority. All other issues will be treated as normal or low priority. This space will be updated with a full list of categories when the redesigned apps are launched. 2) Combined Classification for BiblioEmail The following combines Issue Importance, Prevalence and Severity Classification for BiblioEmail. Please refer to III. Response Commitments below for associated service response times. Emergency Critical Normal Low Widespread issues with: ● Login to Email Manager ● Sending of emergency emails. Widespread issues with: ● Creation of Segment Emails ● Ability to sign-up for email ● Ability for subscribers to update their preferences or unsubscribe ● Sending of Segment Emails Creation of Campaign Emails and drip campaigns (phase 2) ● Sending of pre-built automated emails or transactional emails. Issues that prevent: ● Contact management ● Segment management ● Issues with library- built drip campaigns. All other issues or requests, including: ● Changes to mapping of BiblioWeb terms to BiblioEmail ● Text changes and cosmetic issues not affecting functionality ● Changes to terms on sign-up and user preferences pages ● ‘View in Browser’ functionality in email ● Analytics ● Other issues not covered elsewhere. Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679 “B” – 5 3) Definition of prevalence Prevalence of failure All users ● Feature outages are estimated to be system-wide, found consistently across any use of the feature on all supported browsers and across multiple patrons Majority of users ● Feature outages are estimated to affect a significant portion of average monthly users of the library’s online presence or staff More than a few users ● Feature outages are estimated to affect a small portion of average monthly users of the library’s online presence, but still big enough to suggest that there might be a pattern to the issue A few users ● Feature outages are estimated to affect just a handful of users Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679 “B” – 6 II. Severity classification Based on the issue type (I), the following severity classifications are assigned. In the following section, response commitments for each type are described. A. Questions B. Configuration Tasks C. Suggestions 1) Regarding your ILS and Tomcat Server 2) Other Topics Normal Low Normal Low D. Corrections 2) Importance of feature 1) Prevalence of Failure Primary Secondary Tertiary All Emergency Critical Normal Majority Emergency Critical Low More than a few Critical Normal Low Few Normal Low Low Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679 “B” – 7 III. Response Commitments. Severity Level Emergency Critical Normal Low Contact Method Online Ticket Entry or Backup Emergency Phone Line Online Ticket Entry Online Ticket Entry or Self-help through Partner Portal Online Ticket Entry or Self-help through Partner Portal Start Review Commitment Immediate. Next working business hour. Within two business days. Within two business days. Start Work Commitment Immediate Within one business day. In context of ongoing work. As resources allow. Resolution Commitment Work until resolved, except where blocked by third-party dependencies. If possible without code changes, usually resolved within 24 hours. If code changes are needed, BiblioCommons may release a hotfix, or else defer code changes to an upcoming release Feature Release. In the context of ongoing work. As resources allow. Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679 “B” – 8 Online ticket entry BiblioCommons manages support through an online ticketing system built into the BiblioCommons Partner Portal. This is the standard gateway for all communications with BiblioCommons Support. BiblioCommons will supply access to this service to the Library for the purpose of issue tracking. All issues including emergencies should be reported to BiblioCommons through online support tickets. Once Requests are submitted they will be triaged, with resources and scheduling assigned based on an assessment of the importance of the issue. Backup Emergency Phone A toll-free emergency phone number will be made available to library staff as a backup measure for emergencies. However for the best results, we encourage staff to create tickets online. BiblioCommons staff will be reachable at this number 24/7. The current phone number is 1 (855) 436-6381 x 0. Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679 “C” - 1 SCHEDULE “C” SERVICE LEVELS BiblioCommons will use commercially reasonable measures to make the Core, Web and Events services available with a minimum uptime standard of 99.5%, excluding scheduled maintenance windows or any unavailability resulting from a Subscriber’s applications, equipment, facilities, or employees. Service Unavailability At the request of the Subscriber, BiblioCommons will calculate Subscriber’s Service Unavailability for the previous month. “Service Unavailability” consists of the number of minutes that the Core Service was not available to Subscriber, and includes any unavailability associated with any unscheduled maintenance. Outages will only be counted if Subscriber notifies BiblioCommons within five business days of the outage. Service Unavailability will not include: a) any scheduled maintenance; b) any unavailability resulting from a Subscriber’s applications, equipment, facilities, or employees; c) any acts or omissions of Subscriber, or any use or user of the Service authorized by Subscriber; and d) any event outside the commercially reasonable control of BiblioCommons and Force Majeure events as defined in the Agreement. Remedy Subscriber’s exclusive remedy for a failure of the Service shall be that for any continuous period of 24 hours or more of Service Unavailability, at Subscriber’s request, Subscriber’s Term shall be extended for one additional week without additional charge. Scheduled Maintenance The Subscriber acknowledges that the Service may not be available to Subscriber and Authorized Patrons during scheduled maintenance. For the purposes of this paragraph, “Scheduled Maintenance” only refers to planned, routine maintenance carried out by BiblioCommons that has the effect of significantly limiting the functions of the Service available to Subscriber and Authorized Patrons. BiblioCommons shall limit Scheduled Maintenance to ten hours per month and shall make reasonable efforts to notify Subscriber of Scheduled Maintenance not less than twenty-four hours in advance. Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679 “D” - 1 SCHEDULE “D” TECHNICAL REQUIREMENTS Subscriber must meet the following requirements in order to take advantage of the Service. These requirements may be amended from time to time by BiblioCommons in accordance with evolving technical standards in the industry. ILS SERVER AND DATABASE ● The ILS server must be an instance of an ILS system as may be agreed to by BiblioCommons. ● The ILS server must offer or accommodate a reliable programmatic method: ○ to access cataloguing and patron data; and ○ to execute circulation requests on behalf of a User ○ to execute any other ILS-based services stipulated in this Agreement. ● Libraries must be able to provide the version number of the ILS application and its underlying database and operating system. Database version is only required for CARL.X, Evergreen and Horizon ILSs. ● The ILS must perform user authentication via barcode and PIN (personal identification number) or password. CONNECTOR The Services will communicate with Subscriber’s ILS via a connector, which will either be locally hosted in Subscriber’s network (the “Local Connector”) or hosted by BiblioCommons (the “Cloud Connector”). Connector type will be determined based on Subscriber’s ILS. The following requirements will apply based on the connector type. CLOUD CONNECTOR Access ● Subscriber shall ensure that full access to the ILS API is externally available. ○ BiblioCommons uses technical and logical controls to protect its environment and to ensure that users can only access and act on information for which they have authorization. ○ Any additional security requirements from Subscriber may be accommodated for a supplementary implementation fee by written agreement. LOCAL CONNECTOR Tomcat Server ● There must be a new and correct installation of Apache Tomcat on a server (“the Tomcat server”) in the library environment. Tomcat Manager must be installed using BiblioCommons’ pre-configured Tomcat instance, or installed to meet BiblioCommons’ configuration requirements. ● There must be an instance of Java 1.8 on the Tomcat server, and it must be modifiable as BiblioCommons requirements evolve. ● Tomcat must be available through Subscriber’s firewall to the BiblioCommons servers with sufficient privileges and access required to comply with integration requirements. ● As required for monitoring and testing, BiblioCommons must be given unconditional SSH or Remote Desktop access to the server running Tomcat. In the event that such access is not provided by Subscriber, the uptime standard and remedy outlined in Schedule “C” will be void and additional subscription fees will apply (see “If Subscriber Does Not Meet the Required Conditions” below). ○ Access must be provided through a single set of credentials. ● Applicable only for Symphony ILS: ○ The Tomcat Server must be installed on the same server in which any Unicorn/Symphony API server commands are located. ○ For Unicorn/Symphony, the Tomcat Server must be run using the ‘sirsi’ user. Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679 “D” - 2 Hardware ● The Tomcat server CPU must have at least 2Ghz in processing speed, or processing speed that provides response time that is acceptable to Subscriber and BiblioCommons ● The Tomcat server must have a minimum of 512 MB of available RAM (for small libraries, under 25,000 population served), 1 GB (for medium libraries, under 100,000 population served) or 1 GB or more (for large libraries). ● The Tomcat server must have a minimum 5 GB of free space on the hard-drive. ● The Tomcat server CPUs must not exceed 50% utilization (with existing, non-BiblioCommons load). Access ● The standard security configuration provides for access to the ILS connector by opening a port in Subscriber’s firewall to BiblioCommons servers. ○ BiblioCommons uses technical and logical controls to protect its environment and to ensure that users can only access and act on information for which they have authorization. ○ Any additional security requirements from Subscriber may be accommodated for a supplementary implementation fee by written agreement. ● During the testing and acceptance phase, if any incompatibilities with API calls arise, BiblioCommons will be granted SSH access to the system in order to verify API calls. Libraries using Symphony will need to grant SSH access to the system with the ‘sirsi’ user in order to verify API calls. BANDWIDTH ● The library’s communication (all network communication from the connector to the ILS server, the ILS database, and to the external Internet) must be through a high-speed, reliable Internet connection: 5Mbps bi-directional (upload/download) or better for a small or medium-sized library, or 44Mbps bi-directional or better for a large library serving a population over 100,000. ASSISTANCE To successfully launch and maintain the BiblioCommons service, Subscriber must be prepared to provide: ● A Project Manager (the “Library Project Manager”) to act as a liaison between your library and BiblioCommons; ● A lead technical contact. USER INTERFACE Subscriber will be asked to provide graphic elements that meet basic usability criteria and specifications of the application. IN-LIBRARY TERMINALS BiblioCommons offers support for in-library terminals for the following browsers: ● Internet Explorer ● Firefox ● Safari ● Chrome An up-to-date listing of the oldest supported browsers will be posted here: http://www.bibliocommons.com/how-we- work/supported-browsers Other browser support may be provided by written agreement. Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679 “D” - 3 DATA QUALITY In order to facilitate BiblioCommons data transfers and the sharing of information among patrons and libraries, BiblioCommons has deployed the following minimum standards for data, which are preconditions for the Service. BiblioCommons has worked with other libraries to develop these standards based on the demands of both the ILS and the user experience. MARC and Patron Data BiblioCommons’ requirements for MARC mapping reflect typical cataloguing practice: ● Use of AACR2 or RDA and MARC21 standards for Bibliographic and Authority data; ● Authority and Bibliographic records must be exportable separately with corresponding links between the two. Subscriber will complete a survey describing a set of rules that can be used across all bib records to isolate key data for mapping into BiblioCommons schemas, including for example and without limitation: ● Format values (e.g., DVD, Braille book) ● Audience values: Adult, Teen, Children ● Fiction/Non-fiction/Other BiblioCommons will only support character sets and character-set encoding practices typical in library environments. BiblioCommons reserves the right not to support nonstandard library data practices and practices that require custom parsing of data. Identifiers and Other Required Fields ● Library records must have persistent identifiers over time. For example, record numbers must persist for any batch delete and re-add process of the same set of records. ● All key elements such as patron identification, bibliographic record identification and item identification must have a unique permanent identifier ○ For example, if a patron loses their library card, their barcode may change, but the new barcode must reference the same unique permanent identifier. ○ Universal identifiers should be in place for all bibliographic records where practically possible. ● Patron records must have a birth date field, though not necessarily birth data. CATALOGUING WORKFLOWS Subscriber should be prepared to describe acquisition and cataloguing workflows, explaining how records are added, changed and deleted in various cases (e.g., brief records created during the inter-library loan processes, records created during the acquisitions process, records that are suppressed from the online public access catalogue (OPAC), batch processes). BiblioCommons will support cataloguing practice and workflows that are typical among public libraries in North America. Subscriber must notify BiblioCommons in advance when a larger than normal number of records is added, edited, or deleted from their ILS. IF SUBSCRIBER DOES NOT MEET THE REQUIRED CONDITIONS BiblioCommons will show flexibility in the requirements detailed in this Schedule “D” if mutually agreeable alternatives are found. But in the absence of such alternatives and where Subscriber fails to meet materially any of the requirements, Subscriber will a) use its own resources to perform the work necessary to conform to the requirements or to specifications applied by BiblioCommons in libraries of similar size and with the same or similar ILS deployment, or b) hire Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679 “D” - 4 BiblioCommons at a rate of $1500 per day per technician to develop a reasonable solution that will be specified and estimated in advance by BiblioCommons. For Local Connector only: In the event that Subscriber does not provide 24-hour, 7 day-a-week remote desktop access to the server running Tomcat, Subscriber will pay to BiblioCommons an additional annual fee of ten thousand dollars ($10,000). This applies to subscribers using SirsiDynix Symphony ILS. Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679 “E” - 1 SCHEDULE “E” PRIVACY STATEMENT A link to the Privacy Statement will appear to all Authorized Patrons or users registering with BiblioCommons during the registration process, and will appear on all main pages of the Service. The following Privacy Statement was in effect November 2020 and may be amended by BiblioCommons from time to time. PUBLIC LIBRARY has entered into an agreement with BiblioCommons to provide online services that make it easier to find, discover and use collections, services and programs at the library. In addition, you may also choose to use this servic e to share ratings and commentary about the titles you find at PUBLIC LIBRARY, and to connect with other library users. When you use PUBLIC LIBRARY services that say “Powered by BiblioCommons” at the bottom of the page, you are using what is referred to in this document as the “BiblioCommons Service,” and any information that is coll ected or shared here will be governed by this Privacy Statement. BiblioCommons believes that effective privacy controls are the cornerstone of open and engaged communities. We have implemented the standards described on this page to protect the privacy of all users, at the same time providing the opportunity to share information about books, movies and music for those who are interested. By using the BiblioCommons Service, you agree to the terms of this BiblioCommons Privacy Statement and the BiblioCommons Terms of Use. The BiblioCommons Privacy Statement and BiblioCommons Terms of Use can be accessed anytime through the links at the bottom of each page that is powered by BiblioCommons; together they are the only documents that govern your relationship with BiblioCommons. Is this the only policy governing the use of my information on services offered by the library? No. Information you provide on the BiblioCommons Service may be transmitted to your library and its designated service partners, where it will be handled according to the policies your library has implemented in those environments. Please check the library’s website to view these documents, or speak to a librarian. What types of information are collected on this service? Several types of information may be collected and stored on the BiblioCommons Service: Personal information Borrowing information Shared content Feedback and Suggestions Non-Identifying information You will find a description of how this information is handled in the sections that follow. Personal Information What personal information is gathered? BiblioCommons gathers personal information that you provide or choose to import from PUBLIC LIBRARY. If you register for the BiblioCommons Service, your library barcode, PIN and borrower ID, name, birth month and year, and email address are automatically loaded into your on-line account from your library record. If some of this information is not available in your record you may be asked to provide it. Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679 “E” - 2 How is my personal information used? We use your personal information to create an online account in your name, provide the services that you have requested, monitor and improve the service, keep your library record up to date, and customize content. We may store some of this information in a secure third-party data repository. We do not share your information or activity with ad networks or other entities that are not directly involved in the services you choose to use. If you choose to share information or opinions about books, movies, music, and other topics, participate in online conversations, or create selections using Lists or My Shelves (“Shared Content”), information such as the username or name you have chosen to display, your library affiliation(s) and age group may accompany your Shared Content and appear on a profile page that summarizes your Shared Content. If you would like to change your username or modify the information that is made publicly available in connection with these features, please visit your Settings. BiblioCommons may disclose your personal information and any content associated with your account if required to do so by law or in a good faith belief that such disclosure is reasonably necessary to: (a) satisfy any ap plicable law, regulation, legal process or enforceable governmental request, or (b) enforce the Terms of Use, including investigation of potential violations hereof. Is my personal information protected? Information in your BiblioCommons account that personally identifies you is encrypted during transmission and storage. This information will be used by BiblioCommons and PUBLIC LIBRARY to deliver the services you request in accordance with this Privacy Statement. BiblioCommons will not share, gift, sell, rent or trade your personal information (e.g. your email address or month and year of birth). But we may display Shared Content (defined below) in the BiblioCommons Service, or make other commercial uses of Shared Content. Law Enforcement Requests BiblioCommons does not share information in response to law enforcement requests unless it is presented with a warrant or other legal compulsion. Can I change or delete my personal information? You may alter or delete any of the personal information in you r BiblioCommons account except for your name, birth information and your library card number(s); please contact your library staff to make changes to these. If your personal information is updated either through the BiblioCommons Service or directly on your PUBLIC LIBRARY account with the help of library staff, we will synchronize the new information in both locations. At any time, you may request to have your BiblioCommons account deleted without impacting your account with PUBLIC LIBRARY. To have your BiblioCommons account deleted, please contact your library. Note that while your BiblioCommons account information will not be available after deletion, some of that information may persist on memory discs Do I have to provide contact information? No, you do not need to provide contact information to use the BiblioCommons Service. However you may choose to do so in order to receive notices related to your use of the library through the BiblioCommons Service. Your contact information will not be used by BiblioCommons for any other purpose without your consent, or shared with any party other than PUBLIC LIBRARY without your direction to do so. We encourage you to check PUBLIC LIBRARY’s policies to understand the other ways in which your contact information may be used by PUBLIC LIBRARY. BiblioCommons may send email or display messages on the service that provide you with the choice to take advantage of new features and functionality based on your past activity and stated preferences. To change your preferences f or system messaging, please go to My Settings. Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679 “E” - 3 What measures are in place to protect children? Parts of the BiblioCommons Service are open to children under the age of thirteen. However additional measures have been taken to protect their privacy and safety. Patrons under the age of thirteen (13) years (“minors”) will be restricted from using the BiblioCommons Service to enter free text; however provision may be made for a more permissive service for minors with parental consent. While the Terms of Use prohibits the use of the BiblioCommons Service to arrange meetings with minors, children should be advised never to arrange meetings with strangers over the Internet. User-generated content may not be appropriate for children. The BiblioCommons Service contains functionality that will enable you to collapse user-generated content that has been flagged by Users who feel the content may be offensive to some users. Enabling this functionality will help decrease the likelihood of children encountering objectionable material when using the BiblioCommons Service. Where can I learn more about internet safety for users under the age of 18? We recommend that parents and guardians discuss internet privacy and safety with their children. When using the internet, children should be advised: never to give out personal information such as their real name, phone number, email address, or school without first consulting their parents or guardians, and never to arrange a meeting with someone they met online. More information about children’s safety online can be found on the following sites. Safety tips for children: http://kidshealth.org/en/kids/internet-safety.html http://www.safesurfingkids.com/tips_for_kids.htm Tips for parents: http://www.google.com/familysafety/advice.html http://www.internetsafety101.org/safety101.htm How can parents and guardians oversee the personal information of their children? Guardians of underage users in the US may make a request to review and alter the personal information collected from their children on this service, or to deactivate their child’s BiblioCommons account. The first step in gaining access to your child’s account is to make your request in person to staff at one of the library’s locations. Be prepared to show proof of your identity and of your relationship with the child. Staff will then have the information retrieved and delivered to you by mail or held for pick-up. Note that guardians cannot be given access to a child’s borrowing record. Note that the BiblioCommons Service does not require children under the age of 13, as a condition of participation, to provide more information than is reasonably required. Borrowing Information Is my borrowing record tracked? No. Lists of your current loans, due dates, outstanding fines, etc. may be loaded from your library record during your sessions online, but this information is not stored on your BiblioCommons account, and it is never shared with other users. You may choose to create a record of your recently-borrowed titles if this service is supported by your library; information Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679 “E” - 4 about recently borrowed items is never made available to the public unless you choose to enter specific titles on your shelves or in other Shared Content. If you do not choose to enable the recently-borrowed feature, no automatic record of your borrowing will be created. Shared Content What is Shared Content? You may use the BiblioCommons Service to record information or opinions about bo oks, movies, music, and other topics, participate in online conversations, or create selections using Lists or My Shelves; all of this content is called “Shared Content”. Shared Content may be useful for your own reference and can help other users find resources and information. When you contribute content to an individual title, that title is automatically added to My Shelves, a collection that gathers all of the titles to which you have contributed content or chosen to add to your shelves. You may also create Shared Content by interacting with others through messaging, forums, or collaborative guides. Can Shared Content be viewed by the public? Shared Content has been designed for sharing, and is usually public. However you may make portions of your Shared Content private by using your Privacy Settings. In addition, messages sent directly to other users through the service are not publically viewable. If you are uncomfortable with the idea of sharing content with others, you may decide not to use My Shelves or contribute ratings, comments, guides, or other types of Shared Content. You do not need to create Shared Content in order to use the BiblioCommons Service. Will my name be visible with my Shared Content? Content and messages that you leave in public view or send to other users will be accompanied by the username that you create, or by whatever display name that you choose at a later date in your account settings. This display name is also linked to your profile page, which includes links to your Shelves, your shared Lists, and any other profile information you choose to display. Can I change my Shared Content? Shared Content that is not interactive may be edited or deleted on this service at any time. Deleted content is removed from our data bases and inaccessible to other users, but may remain in our data back-up system and in third-party search indexes like Google. Shared Content that is not deleted may remain available on the BiblioCommons Service indefinitely, even if you have closed your library account. Messages and chat cannot be deleted or edited once they have been sent. They are logged and archived indefinitely. In the event of complaints regarding violations of the BiblioCommons Terms of Use, this type of inf ormation may be used by BiblioCommons to investigate. Interactive Shared Content that other users may respond or contribute to, such as discussions, may be visible to others indefinitely in association with your display name, and may persist after your BiblioCommons account is terminated. Other Information Feedback and Suggestions When you submit feedback or suggestions they will not be considered confidential and may be stored with your name and email address for analysis and follow-up. Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679 “E” - 5 Non-Identifying Information BiblioCommons also records anonymous information and activity in order to improve the quality and scope of the features and content you access through the BiblioCommons Service. For example: Information such as your browser type or anonymized IP address may be used to help us understand how visitors use the service over time and how it might be improved. Data from your account may also be aggregated in an anonymous way. Anonymous search logs are analyzed to improve the search algorithms. Activity such as borrowing and reading may be aggregated anonymously to guide the development of the library’s collections or to allow publishers to understand how their titles are being used. Non-identifying information may be stored in a secure online service suc h as Google Analytics for use by BiblioCommons or your library. You can opt out of recording your non -identifying site-activity data on Google Analytics by installing the Google Analytics opt-out browser add-on. The add-on prevents the Google Analytics JavaScript (gtag.js, ga.js, analytics.js, and dc.js) that is running on websites from sharing information with Google Analytics about visit activity. Cookies Cookies are small files used to enhance the functionality of websites. BiblioCommons may set and access temporary session cookies on your computer in order to make our system easier for you to use. In addition, a more persistent cookie is used to store your user preferences. These files do not contain or transfer any personally-identifiable information. You may also choose on the log-in page to save your username in a cookie by checking “remember me.” If you wish to be notified when you receive a cookie, you may set your browser to do so. External Sites The Internet is a big place: take care to guard your personally identifying information. This website may link to other websites that collect personal information. We recommend that you review the privacy policies of these sites before providing them with any personal data. Changes to this Privacy Statement This privacy statement may change from time to time in response to new laws, or to an evolution in BiblioCommons policies or practices. We encourage you to check this privacy statement from time to time for changes. Your continued use of BiblioCommons after a change will signify your acceptance of the new terms. Change of Service In the event that PUBLIC LIBRARY discontinues its participation in the BiblioCommons Service, the PUBLIC LIBRARY may transfer your information to a new service of a similar nature. In addition, PUBLIC LIBRARY may agree to have your information transferred to a successor entity of BiblioCommons or to any entity, which purchases substantially all of the assets related to BiblioCommons or a division of BiblioCommons. Comments? Questions? Contact us: privacy@bibliocommons.com Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679 “E” - 6 Privacy Officer BiblioCommons 5060 Spectrum Way, suite 100 Mississauga, ON L4W 5N5, Canada tel. 1 (647) 436 6381 PUBLIC LIBRARY may have additional policies that govern other aspects of the services we offer. Please check the library's homepage to view these documents, or speak to a librarian. Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679 “F”-1 SCHEDULE “F” TERMS OF USE Acceptance of the Terms of Use is a condition of any use of the Service. In addition upon registration, which is required before an Authorized Patron may access circulation functions or contribute content, he or she must signal his or her agreement to the Terms of Use by clicking a checkbox. The following Terms of Use were in effect September 2018 and may be amended by BiblioCommons from time to time. PUBLIC LIBRARY has entered into an agreement with BiblioCommons to provide an online service that will make it easier to track your holds and renewals and find the titles you are looking for. In addition, you may also choose to use this servic e to share ratings and commentary about the titles you find at PUBLIC LIBRARY, and to connect with other BiblioCommons users. When you use the pages in PUBLIC LIBRARY’s catalog that say “Powered by BiblioCommons” in the lower left- hand corner of the screen, you are using what is referred to here as the “BiblioCommons Service,” and these BiblioCommons Terms of Use apply. Your use of the BiblioCommons Service is subject to the BiblioCommons Terms of Use, and indicates that you accept these Terms of Use, which includes the BiblioCommons Privacy Statement; together they are the only documents that govern your relationship with BiblioCommons. You may not use the BiblioCommons Service if you do not accept the Terms of Use; please read them carefully. Is this the only policy governing my use of the library’s services? No. PUBLIC LIBRARY may have additional policies that govern other aspects of the services we offer. Please check the library’s website to view these documents, or speak to a librarian. REGISTRATION Is Registration Necessary? It is not necessary to register with the BiblioCommons Service in order to search the PUBLIC LIBRARY catalog. However, registration is required to use BiblioCommons for personalized services, such as managing your renewals and holds, contributing ratings and reviews, personalized recommendations, and communicating electronically with other users. Who is Eligible to Register? Registration for use of the BiblioCommons Service is open to all patrons of PUBLIC LIBRARY and other libraries affiliated with BiblioCommons (PUBLIC LIBRARY and other affiliated libraries are referred to herein as "Participating Libraries"). Can children use this service? Children are welcome to register for the Service. However, we recommend that parents and guardians discuss internet privacy and safety with their children regularly. Please read the BiblioCommons Privacy Statement to find out more about the measures that have been put in place on the BiblioCommons Service to protect the privacy and security of children, and for information on protecting your child’s privacy and safety online. Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679 “F” - 2 Where can I find out more about the privacy policy of the BiblioCommons Service? The privacy of your personal information is important to BiblioCommons. We have established security measures and controls to ensure that your information is only used as you wish. We encourage you to review the BiblioCommons Privacy Statement, which forms a part of these Terms of Use, as well as the PUBLIC LIBRARY Privacy Policy. SHARED CONTENT What is Shared Content? You may use the BiblioCommons Service to create “Shared Content,” which is any information, content or opinion that you post on the Service; it includes online conversations on the Service and selections you create using Lists or My Shelves. Shared Content may be useful for your own reference and can help other users find resources and information. Shared Content may include for example collections, ratings, reviews, video, or conversations with other users. You may make portions of your Shared Content private, or you may leave it publicly available (as “Public Content”) for the benefit of yourself and other users in your library and on the World Wide Web. To learn more about the controls BiblioCommons has put in place to protect your privacy, please refer to the BiblioCommons Privacy Statement, or visit your privacy settings. Who owns Shared Content? Registered Users retain any ownership rights they have in content that they post on the BiblioCommons Service. However as described below, other users of the service, PUBLIC LIBRARY and BiblioCommons are granted an irrevocable, perpetual, non-exclusive license to use Shared Content. Can other users use my Shared Content? The sharing of content is an important objective of the BiblioCommons Service. When you contribute Shared Content that can be viewed by others, you grant a license to other users to make use of that material under an Attribution-Noncommercial- Share Alike Creative Commons License. This is a license that grants others the non-commercial right to copy, distribute, display, perform the work or create derivative works on the condition that the original author is credited, and that any derivative distribution is licensed in the same way. Unless otherwise indicated, you have the right to use Shared Content contributed by others according to the same Creative Commons license. What rights do PUBLIC LIBRARY and BiblioCommons have to use Shared Content? By contributing content such as reviews and comments to the BiblioCommons Service, you are granting BiblioCommons and PUBLIC LIBRARY the right to use this content broadly. BiblioCommons may display Shared Content in the services that we sell to libraries or other third parties. Unless otherwise indicated, when you post Public Content, you grant, represent and warrant that you have the right to grant BiblioCommons and PUBLIC LIBRARY an irrevocable, perpetual, non - exclusive, transferable, royalty-free, worldwide license, with the right to sublicense, to use, copy, publicly display, reformat, translate, excerpt, perform, adapt, create derivative works from, and distribute such content with the name or username you have chosen to display. Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679 “F” - 3 If you do not want to give BiblioCommons and PUBLIC LIBRARY these rights, please do not contribute Shared Content on the BiblioCommons Service. What are my responsibilities when I choose to post Shared Content? You are solely responsible for the Shared Content that you post to the BiblioCommons Service, or transmit to or share with other users. Please read carefully the section in these Terms of Use entitled "Appropriate Use" to ensure that you understand the responsibilities that you incur when you post Shared Content. BiblioCommons respects the intellectual property of others, and we ask our users to do the same. You represent and warrant that you own or otherwise control all of the rights to the content that you post; that use of the content you supply does not violate these Terms of Use and will not cause injury to any person or entity; and that you will indemnify us for all claims resulting from content you supply. BiblioCommons may, at our discretion, disable and/or terminate the BiblioCommons accounts of users who violate these Terms of Use. What can I do if I see content that infringes on my intellectual property rights? If you believe that your work has been copied in a way that constitutes copyright infringement, please provide BiblioCommons’ copyright agent the written information specified below. Please note that this procedure is exclusively for notifying us that your copyrighted material has been infringed. BiblioCommons’ copyright agent can be re ached via email at copyright@bibliocommons.com, or at the above mailing address. Please provide: An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; A description of the copyrighted work that you claim has been infringed upon; A description of where the material that you claim is infringing is located on the site; Your address, telephone number, and e-mail address; A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Our Address: BiblioCommons 5060 Spectrum Way, Suite 100 Mississauga, ON L4W 5N5, Canada tel. 647 436 6381 Is Shared Content ever removed from the BiblioCommons Service for other reasons? Some users may not wish to view all user generated content. BiblioCommons users who are logged -in have the option of blocking, "ignoring" or collapsing content from specified users on an individual basis. Ignoring a user can be reversed. The BiblioCommons Service also offers the ability to collapse user-generated content that other users have flagged as containing content that they consider offensive or otherwise inappropriate. Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679 “F” - 4 BiblioCommons will allow all Users to collapse user-generated content based on their individual viewing preferences. But an individual User’s viewing preferences shall not affect the viewing preferences of other Users. All posted content is subject to the Appropriate Use standards of these Terms of Use. If you see content that violates the Appropriate Use standards, you may flag the content by using the ‘Report This’ tool that is adjacent to all Shared Content when you are logged in. If content is flagged by a number of different users – three at this time – it is reviewed for compliance with the Terms of Use. If such content is found to violate the Terms of Use, it may be removed from public view and an email will be sent to the User who authored the content, notifying the User of the right to appeal the initial determination. The email will notify the User that BiblioCommons has removed the flagged content, indicate the specific Terms of Use that were violated, and state the process for appealing BiblioCommons’ initial determination. A User’s failure to submit a written appeal in the manner described in the email notice within thirty (30) days of the date of the notice will render the decision to remove the content final. BiblioCommons will give Users who appeal the initial determination within 30 days as provided above an opportunity to explain why the flagged content complies with the Terms of Use. BiblioCommons will review the information provided by the User in support of the appeal and shall decide, after considering that information, whether the content complies with or violates the Terms of Use. BiblioCommons shall decide an appeal within 30 days of receiving it. If BiblioCommons determines that the flagged content does not violate the Terms of Use, it shall restore the flagged comment. If BiblioCommons determines that the flagged content violates the Terms of Use, it shall promptly notify the User of its decision not to restore the flagged content and the reason for the decision. The BiblioCommons Service is not intended for the storage of valuable or irreplaceable data. Appropriate Use Standards All visitors to the BiblioCommons Service agree not to: access or attempt to access areas of the BiblioCommons Service in which they are not authorized; use or attempt to use another person’s account without our authorization, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity; solicit personal information from anyone under the age of 18, use the BiblioCommons Service to arrange a meeting with anyone under the age of 18 or solicit passwords or personally identifying information for commercial or unlawful purposes; disable, overburden, impair the proper performance or functionality of the BiblioCommons Service or otherwise use or attempt to use the BiblioCommons Service to organize a meeting with any individual who is under 18 years of age; use or access the BiblioCommons Service or related systems in a way that adversely affects the performance or function of the service; use any automated system to harvest or capture any BiblioCommons Content (as defined below) from the BiblioCommons Service, except as may be specifically permitted using RSS/XML feeds; co-brand the BiblioCommons Service or portion thereof ("co-branding" means to display a name, logo, trade- mark, or other means of attribution or identification of any party in a manner reasonably likely to give a user the Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679 “F” - 5 impression that such other party has the right to display, publish, or distribute the BiblioCommons Service or BiblioCommons Content); "frame" the BiblioCommons Service or portion thereof so that the BiblioCommons Service or BiblioCommons Content appears in the same window with a portion of another website. If you choose to register, you agree to: provide and maintain accurate, current and complete information; ensure that your account is used in keeping with all terms governing the use of the BiblioCommons Service, including these Terms of Use; maintain the security of your password and username; not register for more than one account. Appropriate Use When Posting Content Remember that the Service is used by visitors with a broad range of ages and sensibilities. You agree not to use the Service to upload, post, transmit, share, store or otherwise make available any content that: violates the Appropriate User Standards; is unrelated to the specific book, movie, music or other library material that is the subject of the post or displayed page; is unlawful, threatens or incites violence, physical intimidation or other unlawful action or otherwise creates a genuine risk of imminent harm or direct threat to safety; consists of or depicts obscene material as defined by applicable state, provincial or national law; constitutes unlawful multi-level marketing, such as a pyramid scheme; constitutes unsolicited or unauthorized advertising, solicitations, promotional materials, junk mail, spam and/or chain letters for commercial or personal gain; is private information about or belonging to any third party, including, without limitation, home addresses, home phone numbers, personal email addresses, personal identification numbers and credit card numbers, the disclosure of which would constitute an invasion of privacy or otherwise be prohibited under applicable law; contains software viruses, worms, or any other computer code, files or programs designed to interrupt, gain illegal access, destroy or limit the functionality of any data, software, hardware, or telecommunications equipment; infringes upon or violates the rights of any individual or entity under applicable state, provincial or national law including without limitation, intellectual property rights; constitutes, encourages or provides instructions for a criminal offense or that would otherwise create liability or violate any local, state, national or international law. Warning About Content You understand that by using the BiblioCommons Service, you may encounter content that may be considered indecent or otherwise objectionable. Consequently, you agree to use the BiblioCommons Service at your sole risk and you agree that neither BiblioCommons nor any Participating Library shall have any liability to you for any such content that may be found to be indecent or otherwise objectionable. Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679 “F” - 6 Neither BiblioCommons nor PUBLIC LIBRARY verify the accuracy, truthfulness or reliability of any information posted by users, endorse any opinions, or confirm the credentials of any users who may post information. You should always exercise caution and not rely or act upon any information available on the BiblioCommons Service, particularly informati on that relates to your legal rights, financial arrangements or health. BiblioCommons may at any time use automated translation tools to make the BiblioCommons Service or portions of it available in languages other than English. Such tools have significant limitations and only the English version of any translated content is considered the definitive version. The BiblioCommons Service contains functionality that will enable you to collapse user-generated content that has been flagged by Users who feel the content does not conform to the Terms of Use or is otherwise inappropriate for all users. Enabling this functionality will help decrease the likelihood of encountering objectionable material when using the BiblioCommons Service. How are feedback and suggestions managed? BiblioCommons accepts feedback, questions, comments, ideas, concepts, or techniques for new services or products through the Service ("Suggestions"). When you submit Suggestions you agree that they will not be considered confidential, and that they may be stored with your name and email address in a database that may be located outside of your country. By submitting any Suggestions, you grant BiblioCommons an unrestricted, irrevocable, world -wide, royalty-free right to use, communicate, reproduce, publish, display, distribute and exploit such Suggestions in any manner, and you agree that we may contact you via email for clarification or additional feedback. BIBLIOCOMMONS CONTENT The services and content provided on BiblioCommons ("BiblioCommons Content") are comprised of 1) services and content provided by Participating Libraries, BiblioCommons and third-party providers ("Service Content"); and 2) Shared Content contributed by users. All BiblioCommons Content is protected by law, and its use is governed by the rights described below. Can I display BiblioCommons Content on other websites? The Service makes it possible for you to feature public BiblioCommons Content on external third party websites or applications. This is encouraged under the terms described here. Pages on any external third-party websites and applications that display BiblioCommons Content must provide a link from each extract to an original presentation of that material on a BiblioCommons webpage. We reserve the right, at any time and without notice, to object to or require the removal of any link that is misleading, or interrupts or interferes with the Service provided by BiblioCommons. Are there any restrictions on my use of the Service Content in other environments? BiblioCommons and PUBLIC LIBRARY grant our authorized users a limited, personal, non-transferable, revocable license to access and use the Service and Service Content for personal, non-commercial use. All other rights are reserved. Except as arranged by separate agreement, you may not copy, reproduce, republish, download, post, broadcast, transmit, make available to the public, or otherwise use the Service Content in any way except for your own personal, non-commercial use; nor may you disassemble, decompile, or reverse engineer the Servi ce. The Service Content is the intellectual property of Participating Libraries, BiblioCommons, or their affiliates or their licensors, and is protected by US and international Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679 “F” - 7 copyright law. Some elements of the Service Content are also protected by trademark law and laws related to trade dress, trade secrets, and unfair competition. OTHER NOTICES Overdue Notification Service Reminder notifications are not a replacement for keeping track of your borrowing. Neither BiblioCommons nor PUBLIC LIBRARY take responsibility for fines that result from missed reminders. You can check your account status by visiting My Borrowing. Warning About Links to Other Sites The BiblioCommons Service may contain links to other websites and resources that are not a part of the Se rvice ("Linked Sites"). We provide links to Linked Sites as a convenience to the Users of the Service and such links do not imply any endorsement of the Linked Sites by us. We have no control over the content of Linked Sites. Users must be aware that the Linked Sites may also have terms of use or privacy policies that differ significantly from those of the Service. All use of Linked Sites is at your own risk. General You may not assign these Terms of Use or any of your interests, rights or obligations under these Terms of Use. If any provision of these Terms of Use is found to be invalid by any tribunal having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect. Any waiver of any portion of these Terms of Use or of any right or remedy of BiblioCommons must be in writing in order to be effective. Limitation of Liability To the extent permitted by law and to the extent that BiblioCommons or Participating Libraries are otherwise found responsible for any damages, BiblioCommons or Participating Libraries are responsible for actual damages only. To the extent permitted by law, in no event shall BiblioCommons, its affiliates, its licensor s, its suppliers, participating libraries, or any third parties mentioned at the Service be liable for any incidental, indirect, exemplary, punitive or consequential damages, lost profits, or damages resulting from lost data or business interruption resulting from the use of or inability to use the Service or the Content, regardless of the theory of law upon which such claim may be based, including warranty, contract, tort, and whether or not BiblioCommons or Participating Libraries are advised of the possibility of such damages. To the extent permitted by law, the remedies stated in these Terms of Use are exclusive and are limited to those expressly provided for in these Terms of Use. Any action or claim related to these Terms of Use or arising from your us e of the Service must be brought within twelve (12) months of the existence of the alleged facts giving rise to the action or claim. Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679 “F” - 8 Disclaimer of Warranties Neither BiblioCommons nor Participating Libraries make any representations with respect to the BiblioCommons Service, including any representations related to results that may be obtained by using the BiblioCommons Service. All use of the Service is at the sole risk of the user. The BiblioCommons Service and the BiblioCommons Content are provided on an "as is" basis and BiblioCommons and Participating Libraries disclaim any and all warranties to the fullest extent permissible by law, including implied and/or statutory warranties, including but not limited to implied warranties of merchantability, non-infringement of third parties' rights, and fitness for a particular purpose. Neither BiblioCommons nor the Participating Libraries make any representations or warranties about (and specifically disclaim any responsibility for) the accuracy, completeness, s ecurity or timeliness of the BiblioCommons Service and its content. No warranties may be made in relation to the website or its contents except as contained in these Terms of Use. You agree and acknowledge that the limitations and exclusions of liability and warranty provided in these terms of use are fair and reasonable. Indemnity You agree to defend, indemnify, and hold harmless BiblioCommons and the Participating Libraries (as well as their officers, directors, employees, agents, successors and assigns) from and against any third party claims, actions or demands (including, without limitation, costs, damages and reasonable legal and accounting fees) alleging or resulting from, or in connection with your use of this Service or your breach of these Terms of Use. Your First Amendment and Other Rights BiblioCommons has worked extensively with libraries across the United States to ensure that these Terms of Use protect your First Amendment and other rights as a library patron. These Terms of Use (including the mechanics around removing Shared Content as described above) have been created and are revisited from time to time, to ensure that they are reflective of, and otherwise protect, your First Amendment and other library patron rights. These Terms of Use should not be interpreted in any matter to lessen or remove your First Amendment rights or any other statutory rights you may have as a library patron. Jurisdiction and Forum Your use of the Service and these Terms of Use shall be governed by and construed in accordance with the laws of the North Carolina, excluding (a) its conflicts of law rules and (b) the United Nations Convention on Contracts for the International Sale of Goods (including all related protocols). Notwithstanding any provision of this section of the Terms of Use, BiblioCommons shall be free to seek interim or injunctive relief before any court of competent jurisdiction for a breach or a threatened breach of any provision of these Terms of Use that may, in our absolute discretion, require an urgent remedy. You agree that the limitations on liability, disclaimer of warranties and indemnity provisions of this Terms of Use are for the benefit of BiblioCommons, our Participating Libraries and their successors. Compliance with Law Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679 “F” - 9 You agree to use the BiblioCommons Service in strict compliance with all applicable laws and regulations. You shall take no actions which would cause BiblioCommons or Participating Libraries to be in violation of any laws, rulings or regulations applicable to BiblioCommons or Participating Libraries. Complete Agreement Except as expressly provided in a separate written agreement between you and BiblioCommons, these Terms of Use constitute the entire agreement between you and BiblioCommons with respect to your use of the BiblioCommons Servic e. Updating these Terms of Use and the Service The BiblioCommons service is constantly evolving in order to provide the best possible experience for our users, and our terms may change accordingly. However we will not reduce your rights under these Terms o f Use without your explicit consent. We will post any changes to the Terms on this page and, if the changes are significant, we will provide a more prominent notice on the Service. Your continued use of the BiblioCommons Service signifies your acceptance of any revised Terms of Use. Without specific notice to you, BiblioCommons may change, supplement, delete or update any portion of the Service; or establish or change, at any time, general practices and limits concerning our products and services. Termination You agree that BiblioCommons, in its sole discretion, may terminate or suspend your use of the BiblioCommons Service and BiblioCommons Content at any time regardless of whether the BiblioCommons Service remains accessible by others. BiblioCommons may discontinue the BiblioCommons Service at any time without liability to you. Upon termination of the license, you shall cease all use of the BiblioCommons Service. Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679 “G”-1 SCHEDULE “G” ADDITIONAL FEES Additional fees may apply in certain circumstances as referenced in the Agreement. The following fees are in effect on the date hereof. Data exports will be completed after payment from Subscriber has been received and provided that Subscriber is not in material breach of any of its material obligations under this Agreement. G.1 - Patron-Contributed Data Export Upon Termination – BiblioCore and BiblioWeb Fee: $2,000.00 Format: .csv format or such other format that the Parties may agree upon Scope: Shared Content that has been submitted by Users via the BiblioCore and BiblioWeb products G.2 - Staff-Contributed Data Export Upon Termination – BiblioWeb Fee: $500.00 Format: XML format (text only) Scope: Content (text only) that is in production that has been created by Subscriber’s staff in the BiblioWeb product Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 09/27/2025 Volari of Marsh USA LLC X 2,000,000 20281 D01813225 2,000,000 A A 2,000,000 09/27/2025 X ACE American Insurance Company Professional Liability 09/27/2024 CN102165922-Volar-GAWUP-24-25 1,000,000 20303 Raed Shubbak 09/27/2025 HOU-004125363-03 09/27/2024 X X 1,000,000 09/28/2024 23 Tech E&O & Cyber 1,000,000 SIR: $5,000,000 X 1,000,000 1,000,000 B raed.shubbak@marsh.com 09/27/2025 09/27/2024 09/27/2024 X 22667 7360-03-97 Limit 25,000 71764342 X 9365-24-30 1,000,000 Orange County, its officers, agents and employees are designated are included as additional insured (except workers compensation & professional liability) where required by written contract. Waiver of subrogation is applicable where required by written contract and subject to policy terms and conditions. Cyber liability is included under the Professional/E&O Policy. 5060 Spectrum Way, Suite 100 BiblioCommons Corp. Mississauga ON L4W 5N5 1,000,000 Federal Insurance Company X 120 Bremner Blvd., Suite 800 Attn: Canada.Certrequest@marsh.com Marsh Canada Limited Toronto, ON, M5J 0A8 9950-48-39 EUC Great Northern Insurance Company N P.O. Box 8181 Hillsborough, NC 27278 Orange County 300 West Tryon Street 09/27/2024 C 1,000,000 1 416 349 6602 X A 2,000,000 09/27/2025 Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679