CM-2022-204 - 9/2/2022D=Sign Envelope ID: D661AEDC-64P8-4lW9BB5-CF1E293EAA9B
MANGO
Mango Languages Library Edition Terms of Service
�IZ�ZZ�
These Terms of Service (this "Agreement"} are made and entered into as of—. (the "Effective Date"),
between Round Rock Public Library ("Library'l, and Creative Empire LLC, d/b/a Mango Languages, a Michigan
limited liability company ("Mango").
1. SERVICES; TERM. Subject to the satisfaction of the terms and conditions of this Agreement and solely during the Term,
Mango shall provide Library access to certain services identified as Library Edition. Library Edition shall include the current
version of Mango Conversations courses included in the Library Edition and all included supplemental content, activities, and
exercises included in the Mango Conversations courses that are part of the Library Edition for all language offerings as of the
Effective Date, and shall also include any new languages, courses or updates made to Library Edition from time to time
(collectively, "Services). The term of this Agreement shall commence on Q9/04/2022 and end on 09/03/2025 (the
"Initial Term'J.
2. PAYMENT. Library shall pay Mango $ 8,009.66 annually, ($ 24,028.98 in total), upon receipt of each annual invoice
from Mango for the Services during the Initial Term (the "Initial Payment Amount`). Library shall pay Mango the Initial Payment
Amount within 30 days of Library's receipt of each properly formatted invoice for the annual amount of the Services, which shall
be sent by Mango to Library each year during the Initial Term. The Initial Payment Amount shall be payable by check, wire
transfer, or other immediately available funds.
3. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE SERVICES PURCHASED
BY LIBRARY FROM MANGO ARE PROVIDED "AS IS". MANGO DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER
EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. To the
maximum extent permitted by applicable law, neither Mango nor its licensors or distributors shall be liable to the Library for any
lost profits, cost of substitute goods or services, or any form of indirect, special, incidental, consequential or punitive damages
from any causes of action arising with respect to the Services that Library purchases from Mango, whether arising in tort
(including negligence), contract, strict liability or otherwise, whether or not such party has been advised of the possibility of such
damage. In no event shall Mango's aggregate liability under this Agreement exceed the amount actually paid by Library for the
applicable Services.
4. WEB-SITE/SOFTWARE ACCESS. To the extent that any Services are accessed through Mango's website ("Website'7 or
software programs (collectively "Website'l, Mango hereby grants the Library's Authorized Users a limited license to access and
make use of such Services. "Authorized Users" means users who are registered borrowers of the Library, those that are walk-ins,
and those who are remote users accessing the Services through the Library's website. Library will make reasonable efforts to
protect Mango's proprietary information (including but not limited to Mango's intellectual property and other similar Content (as
defined below)), and will promptly notify Mango if Library discovers there is unauthorized use of Mango's Services and will
cooperate with Mango to mediate the situation.
Mango Languages 130455 Northwestern Hwy, Suite 300 i Farmington, MI 48334
rnangolanguages.cum 1 877-626-4611 i sLiggggt ounquages.com
DocuSign Envelope ID: D661AEDC-64F8-4188-9BB5-CF1E293EAA9B
Dip
MANGO
Mango Languages Library Edition Terms of Service
5. WEB -SITE LICENSE AND CONDITIONS. As a condition of the Website license granted in paragraph 4 above, Library agrees:
a. not to download or modify any part of the Website, except with the express and prior written consent of Mango;
b. not to download or copy any account Information for the benefit of another merchant;
c. not to resell or make any commercial use of the Website or its Content;
d. not to reproduce, duplicate, copy, sell, resell or otherwise exploit the Website for any commercial purpose without
the express written consent of Mango;
e. not to make any derivative use of the Website or its Content;
f. not to frame or utilize framing techniques to enclose any trademark, logo, or other proprietary
information (including images, text, page layout, or form) of Mango except for the purposes of this Agreement and for
promoting the Services;
g. not to use any meta tags or any other "hidden text" utilizing the Mango name or trademarks without the express
written consent of Mango;
h. While Mango attempts to insure that its Website is normally available 24 hours a day, Mango shall not be liable if
for any reason its Website is unavailable at any time or for any period; provided however, that Mango shall use its
best efforts to provide adequate capacity and bandwidth to support the Library's needs and provide service on a 24
hour basis except for routine maintenance (for which the Library is pre -notified). In the event that Mango fails to
provide such service for five days within a 30 day period, Mango shall provide a pro rata refund for the 30 day period
in question;
L Access to Mango's Website may be suspended temporarily and without notice in the case of system failure,
maintenance or repair or for reasons beyond Mango's control;
j. Certain Content, including without limitation Mango Movies Library Edition, may be owned by Mango and/or its
licensors. Library therefore acknowledges and agrees that such Content may be added, removed or unavailable from
time to time during the Initial Term (the "Unavailability'l, and such Unavailability shall not be deemed breach of this
agreement by Mango.
k. Neither the Library nor any of its Authorized Users shall show any Content, including without limitation any video
clips or movies which are included in the Contents, to any public group or other third parties who are not Authorized
Users, and Library and its Authorized Users shall abide by all Movie Regulations listed at
hhttp5-lima ngolaregulations.cfm
I. Both Library and its Authorized Users may deny or revoke their consent for Mango to use any of its/their Personal
Data at any time as allowed by data protection law. However, Both Library and its Authorized Users acknowledge that
any such denial or revocation of consent may materially degrade, or in some cases even entirely prevent, Library or
Authorized Users' ability to access and/or use all of Mango's software, functions, or features;
M. Any rights not expressly granted in these terms are reserved.
6. INDEMNIFICATION. Mango and the Library agree to indemnify, defend and hold one another, and all of their respective
members, directors, officers, employees, attorneys and agents (collectively, "Agents) harmless from and against any loss, claim,
judgment, liability, damage, action or cause of action (including reasonable attorneys' fees and court costs) arising out of or in
connection with (a) a third party claim that the Library's possession and/or use of the Services infringe or misappropriate the
patent, copyright, trademark or other intellectual property rights of a third party, or (b) the negligence or willful misconduct of
either Mango or the Library or their respective Agents with respect to any obligation, term or condition of this Agreement.
7. SUPPORT. Mango shall support the Library by responding to emails and phone calls from the Library. Mango shall make
reasonable efforts to respond to all customer support issues during normal business days between the hours of 9 a.m. and 7
p.m. Eastern Time, Monday through Thursday, and 9 a.m. and 5 p.m. Eastern Time on Fridays.
Mango Languages 130455 Northwestern Hwy, Suite 300 1 Farmington, MI 48334
mangolanguagu-,.cnm 1 877-626-4611 1 support Dmangcl�nauaues.com
DocuSign Envelope ID: D661AEDC-64F8-4188-gBB5-CF1E293EAA98
MANGO
Mango Languages Library Edition Terms of Service
8. UPDATES. Mango shall from time to time update Library Edition at Mango's sole and absolute discretion. The Library shall
only receive updates to the Library Edition, and any changes or enhancements to Mango's consumer edition and/or other
editions will not necessarily be made to the Library Edition.
g. ACCESS. Mango intends to provide Authorized Users unlimited access to the Mango Library Edition. In the event that the
Library's Authorized Users exceed what Mango deems reasonable usage during the term of this Agreement (i.e., Mango
determines that usage of the Website and Services is being excessively abused by a particular user id and password), Mango
shall assume that either the number of cardholders in the Library was grossly underestimated or there is piracy of Mango's
Service from outside sources. Under such circumstances, Mango reserves the right to restrict or limit access to the Services
and/or the Website. In the event of such circumstances, Mango shall make every effort to provide notice to and cooperate
with Library prior to Mango's restriction or limitation of access to its Website and Services.
10. INTELLECTUAL PROPERTY. All materials on the Mango Website or Services, including without limitation, text, images, logo,
software, audio content and video clips, databases, e-mails, and posted comments and reviews (collectively, the "Content")
are owned or controlled by Mango and/or it licensors, who retain all right, title, and interest in and to the Content. The
Website and Content are protected by the copyright and trademark laws of the United States and other Countries,
international conventions, and other applicable laws. Library shall use all reasonable efforts to ensure that all Authorized Users
are appropriately notified of the importance of respecting Mango's intellectual property rights.
11. LICENSE OF LIBRARY'S TRADEMARKS. Library agrees to grant Mango a non-exclusive, non -transferable, royalty -free,
right and license, solely during the Initial Term of the Agreement, to reproduce, display, and otherwise use the trademarks,
service marks, logos, and trade names of Library solely in connection with the advertising and promotion of Mango's
language learning business.
12. APPLICABLE LAW; JURISDICTION. This Agreement shall be governed by and construed in accordance with the laws of the
State of Michigan, excluding any conflicts of law provisions. The parties hereto agree to submit any suit arising under or
relating to this Agreement to any state court of competent jurisdiction located in Oakland County, Michigan, or in the United
States District Court for the Eastern District of Michigan, and the parties hereto waive any objection to submitting to the
personal jurisdiction and venue therein.
13. FORCE MAJEURE. Neither party hereto shall be deemed in default of this Agreement to the extent that performance of its
obligations under this Agreement (other than any payment obligations) are delayed or prevented solely by supervening
conditions beyond a party's reasonable control, inducting without limitation natural disasters, war, terrorism, strikes, power
outages, internet connectivity outages, labor disputes, and govemment demands or requirements (each, a "Force Majeure'l,
provided that such party gives the other party written notice thereof within fifteen (15) days of its discovery of a Force
Majeure that prevents the performance of its obligations under this Agreement (other than any payment obligations). The
time for performance shall be extended for a period equal to the duration of the Force Majeure, not to exceed six (6) months.
14. TAXES. All prices for the Services and other amounts in this Agreement are exclusive of any applicable customs, duties,
assessments, fees and taxes, including any applicable value added or any other sales taxes (collectively, "Taxes). Library shall
be responsible for payment of any and all applicable Taxes to the extent required under applicable law.
15. GENERAL. This Agreement constitutes the entire agreement between Mango and the Library regarding the subject matter
hereof, supersedes all prior or contemporaneous agreements, understandings or negotiations between Mango and the Library,
whether written or oral, regarding the subject matter hereof, and may be amended, modified or waived only by a writing
Mango Languages 130455 Northwestern Hwy, Suite 300 i Farmington, MI 48334
r'nang0'a7cuao�S.Corr, 1 877-626-4611 t 5�[ uc rtC!�'rTianu rl�ngriagr s.narn
DocuSign Envelope ID: D661AEDC-64F8-4188-9BB5-CF1E293EAA9B
MANGO
Mango Languages Library Edition Terms of Service
signed by Mango and Library. Mango explicitly disclaims and rejects any terms and conditions (including external links to
terms and conditions) that may be included on a purchase order or similar document issued by Library and those terms shall
have no effect on the parties. The parties hereto represent and warrant to the other party that they each have the right
power, and authority to enter into and fully perform its obligations under this Agreement and have obtained all necessary
licenses, permissions, and consents to fulfill their respective obligations under this Agreement, This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns, but only Mango
may assign any of its rights or obligations under this Agreement. Whenever possible, each provision of this Agreement shall
be interpreted in such manner as to be effective and valid under applicable law. In the event that any provision of this
Agreement shall be held to be void or unenforceable by any competent court or tribunal, the remaining provisions of this
Agreement shall continue in full force and effect. No failure or delay by Mango in exercising any right or power hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof
or the exercise of any right or power hereunder. This Agreement may be executed in counterparts (including counterparts
delivered via facsimile or other electronic transmission), each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above.
Library; �76
Signature:
Name:
Name:
Title:
k'14ango:
Creative Empire LLC, d/b/a Mango Languages
Signature: I M i1..,1 4,r,,,c.
Name: Michael Teshuba
Title: Coo
Mango Languages 130455 Northwestern Hwy, Suite 300 1 Farmington, MI 48334
M,, pAo!anggqc.e5,corn 1 877-626-4611 1 SuUpOr! rnarrq !arc�uatie .cx rTr
City of Round Rock
ROUNa ROCK KTEXAS Agenda Item Summary
Agenda Number:
Title: Consider executing a Terms of Service Agreement with Creative Empire LLC d/b/a
"Mango Languages" for a software database subscription.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 9/2/2022
Dept Director: Michelle Cervantes
Cost:
Indexes: General Fund
Attachments: LAF Mango Languages 8.26.22, Mango Languages documents 8.26.22
Department: Library
Text of Legislative File CM-2022-204
Creative Empire, dba Mango languages provides a software and related services to 70+foreign language
courses, 10 ESL courses, international streaming films, free mobile apps, remote, unlimited access, and
client care. This is a three year contract with an annual cost of $8,009.66,
Cost.- $24,028.98
Source of Funds: General Fund
City of Round Rock Page 1 of 1