CM-2016-1020 - 1/29/2016(�) OCLC'
HOSTED EZPROXY ORDER
MAIL OR FAX TO OCLC:
DATE
6565 Kilgour Place, Dublin, OH 43017-3395, USA
January 14, 2016
fax: 1-888-339-3921
'PRICE QUOTE 'QUOTED BY
$3750.00 OCLC Order Services
INSTITUTION INFORMATION (please type or print)
OCLC SYMBOL OCLC SERVICE PARTNER
Round Rock Public Library
'STREETADDRESS 216 E. Main Street
P.O. BOX OR SUITE
BUILDING OR DEPARTMENT (WHEN APPLICABLE)
CITY Round Rock
STATE OR PROVINCE
I /`
-ZIP OR POSTAL CODE 78664
COUNTRY OR REGION c n
X7/-1
CONTACT NAME Rhonda Kuiper
TITLE
FAX
'TELEPHONE 512-218-3283
'E-MAILADDRESS ov
@ g p roundrocktexas.er rkui
ADDITIONALTO BE ....
E-MAILADDRESS
INSTITUTION FTE OR POPULATION SERVED
dwongwai@roundrocktexas.gov
INFORMATIONBILLING above)
PRICE QUOTE OCLC SYMBOL
OCLC SERVICE PARTNER
STREETADDRESS
P.O. BOX OR SUITE
BUILDING OR DEPARTMENT (WHEN APPLICABLE)
CITY
STATE OR PROVINCE
ZIP OR POSTAL CODE
COUNTRY OR REGION
CONTACT NAME
TITLE
TELEPHONE FAX E-MAILADDRESS
PAYMENT OPTIONS
Please invoice me on my OCLC bill
ElInvoice me separately from my other OCLC services
COMMENTSOR QUESTIONS
AUTHORIZATION
By signing below and submitting this order, the individual submitting this order warrants that he/she is authorized to sign or
submit this order on behalf of his/her institution, has read and agrees on behalf of that institution to the current version of
the OCLC EZproxy Terms and Conditions which accompanies this form, affirms that he/she has made no changes to those
Terms and Conditions, and orders the OCLC EZproxy service.
SERVICE PROVIDER OCLC USE ONLY
SERVICE PROVIDER / OCLC SIGNATURE
AUTHORIZED SIGNATURE DATE
EZHOSTED-131017( _ 2(2((. /v�� PHOTOCOPY FOR YOUR RECORDS * DENOTES A REQUIRED FIELD
( ) OCLC.
Master Services Agreement
Section 1 Scope & Construction
This Master Services Agreement ("MSA") establishes the general terms and conditions for the provision of Products and Services.
Additional Product or Service -specific terms and conditions are set forth in one or more schedules ("Schedules") and are made a
part of this MSA upon execution of that Schedule. The MSA is effective upon Institution agreeing to its terms and conditions
when submitting Institution's order online (the "Effective Date"). In case of a conflict in terms between the MSA and any
applicable Schedule, the terms and conditions of the Schedule shall prevail. Unless otherwise stipulated in a previously agreed
to Master Services Agreement, this Master Services Agreement will control for all executed Schedules.
Section 2 Definitions
2.1 Bibliographic Data means all the bibliographic data (including subject data, such as local key words and subject
headings), descriptive metadata, relationship metadata and other metadata of the type stored in WorldCat.
2.2 Holdings Data means all the ownership and license data in relation to an institution's collection (including electronic
resources).
2.3 Hosted Services means the hosted services made available by OCLC which Institution may access pursuant to this
Agreement. The Hosted Services are described in detail in the applicable Product Descriptions but do not include
services (including API's and the like) provided by third parties.
2.4 Institution Data means (i) the Holdings Data in relation to Institution's collection; (ii) all the data that forms part of the
library process or the internal operations of the Institution, such as circulation, patron, and acquisition data; and (iii) all
other data and content, with the exception of Bibliographic Data, that is produced, sent or reproduced through the
Services by the Institution or made available to OCLC in connection with the Services.
2.5 Internal Data means Institution Data intended exclusively for internal use by the Institution.
2.6 Product Descriptions means the descriptions of the Products and Hosted Services as made available at www.ocic.org
and as updated from time to time by OCLC.
2.7 Products mean the OCLC software, hardware, and other products licensed to Institution pursuant to this Agreement.
The Products are described in detail in the applicable Product Descriptions but do not include products provided by third
parties.
2.8 Professional Services means the services that OCLC provides to Institution under this Agreement in connection with the
Products or Hosted Services, such as data migration, configuration, consultancy, support, and training.
2.9 Services mean the Hosted Services and Professional Services.
2.10 Shared Data means (i) the Bibliographic Data entered or indirectly loaded into WorldCat by Institution and (ii) the
Institution Data made available by Institution to the public or to third parties selected by the Institution (such as other
participants or users) or that by its nature is intended for use outside the Institution's organization, such as Holdings
Data.
2.11 Systems mean the facilities, server(s), equipment, operating software, and connectivity used to provide the Services.
2.12 WorldCat means the databases of Bibliographic Data, Holdings Data, and related files maintained by OCLC.
Section 3 Products and Services
3.1 General. OCLC will provide Institution the Products and Services purchased in accordance with this Agreement and
OCLC's then -current published Product Descriptions for the Product or Service. Institution shall provide OCLC with the
assistance and information OCLC reasonably needs to perform the Services properly or where OCLC otherwise
reasonably requests. OCLC shall not be liable for any failure to perform its obligations arising from Institution's failure to
provide such assistance or information.
3.2 License. Subject to the terms of this Agreement and the applicable Schedule(s), Institution's license to use the Products
and Services identified in the executed Schedules may be pursuant to a hosted license (for Hosted Services) or a non -
hosted license (for Products). For Products paid for by Institution, OCLC grants Institution a nonexclusive,
nontransferable license to install and use the Product solely for the noncommercial purposes described in the Product
Description and the applicable Schedule. For Hosted Services subscribed to by Institution, OCLC will provide access to
the Hosted Service, and if applicable a license to install and use any local software components of the Hosted Service, all
solely for the noncommercial purposes described in the Product Description and the applicable Schedule.
3.3 Modifications. OCLC may change or modify a Product or Service from time to time in its discretion. OCLC shall notify
Institution of material changes to the respective Product or Service by such means as reasonably determined by OCLC.
Any new Product or Service functionality made available by OCLC shall be subject to this Agreement and any additional
terms and conditions including applicable fees as OCLC may require Institution to accept prior to use.
3.4 Support. Support services will be provided in accordance with the support service description available at
hgp://www.ocle.org/support/home.en.htrnl. Generally email support is available at sul2port@ocic.org and telephone
support is available at 1-800-848-5800, weekdays between 7AM and 9PM eastern time.
20150608 Page 1 of 5 OCLC Master Services Agreement
3.5 OCLC Intellectual Property. OCLC and/or its licensors or suppliers are the exclusive owners of and retain all right,
title, and interest (including all copyrights, trademarks, patents, and any other proprietary rights) to the Products, Services,
WorldCat, and all other materials produced or provided by OCLC. All rights not expressly granted by OCLC are
reserved.
3.6 Limitations. Institution shall only use the Products and Services in accordance with the terms of this Agreement and for
the purposes specified in the Product Descriptions.
Section 4 Term and Termination
4.1 Term. This Agreement commences on the Effective Date and will remain in full force and effect until the expiration or
termination of all Schedules unless terminated earlier by one of the parties in accordance with Section 4.2. Unless
otherwise specified Schedules shall commence upon execution and shall automatically renew for one year terms.
4.2 Termination. This Agreement or individual Schedules may be terminated in one of the following ways:
a) By Institution, effective at the end of the initial subscription period or any annual subscription period, by providing
OCLC with at least 30 days prior written notice of its desire to not renew a Schedule;
b) By OCLC for any reason and without cause by providing Institution 90 days prior written notice;
c) By either party if the other party becomes insolvent, makes a general assignment for the benefit of creditors, suffers
or permits the appointment of a receiver for all or a substantial part of its property, is subject to any proceeding
under any bankruptcy or insolvency law, or has wound up or liquidated, voluntarily or otherwise;
d) By the non -breaching party if a party commits a material breach of its obligations under this Agreement and has not
cured such breach or failure within 60 days of receiving written notice from the non -breaching party. OCLC reserves
the right, however, to immediately suspend Institution's access to the OCLC Services in the event of Institution's
material breach until such time as the material breach is cured; or
e) As otherwise explicitly provided in this Agreement.
4.3 Effect of Termination. Upon termination of this Agreement or any Schedule the rights granted by OCLC in the
applicable Schedule or Agreement are terminated unless otherwise provided in such Schedule. After termination and
upon request, OCLC will promptly return or destroy all applicable Institution Data, except however, OCLC may retain
Institution Data in back-up files provided that the confidentiality and security obligations contained herein shall apply.
OCLC will provide Institution access to, Institution Data for 90 days after the effective date of termination, after which,
OCLC shall have no obligation to maintain any Institution Data.
Section 5 Fees and Payment Terms
5.1 Fees. Institution shall pay the applicable charges based on their executed quote (if applicable) or, in the absence of a
quote, OCLC's prevailing price for the Products and Services. Fees shall be paid in the currency on the invoice to the
address stated on the invoice and the fees are exclusive of any taxes. Institution shall pay such tax to OCLC or other
entity, as appropriate. Institutions exempt from taxation shall supply a valid exemption certificate upon request.
Institution's failure to fully pay any fees or taxes within 60 days after the applicable due date will be deemed a material
breach of this Agreement, justifying OCLC's suspension of Products and Services. Accounts in default are subject to
interest on the amount outstanding equal to the maximum rate permitted by applicable law.
5.2 Price Changes. Upon the expiration of any price/fee guarantee(s) mutually agreed to by the parties in writing, OCLC
reserves the right to change any price/fee, provided that OCLC provides Institution written notice of the change at least
60 days prior to the date the change is to become effective.
5.3 Non-refundable. Institution will not be entitled to a refund of any implementation or pre -paid fees under this Agreement
unless (a) OCLC terminates the Agreement or a Schedule pursuant to Section 4.2 (b), or (b) Institution terminates the
Agreement or a Schedule pursuant to Section 4.2(d); in which event, OCLC will refund that portion of fees pre -paid by
Institution corresponding to the period after termination.
Section 6 Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PRODUCTS AND SERVICES ARE PROVIDED "AS
IS" AND OCLC AND ITS THIRD PARTY SUPPLIERS DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES
OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE PERFORMANCE OF THE PRODUCTS OR
SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, NON -INFRINGEMENT OR ANY IMPLIED WARRANTY ARISING BY USAGE OF
TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. OCLC MAKES NO REPRESENTATIONS OR
WARRANTIES THAT THE PRODUCTS AND SERVICES WILL ALWAYS BE ACCESSIBLE, FREE OF HARMFUL
COMPONENTS, ACCURATE OR ERROR -FREE. IN NO EVENT WILL OCLC BE LIABLE FOR ANY LOSS ARISING
OUT OF FAILURE OF THIRD PARTY PRODUCTS OR SERVICES OR OTHER EVENTS OUTSIDE OF OCLC'S
REASONABLE CONTROL. THIS SECTION WILL NOT APPLY TO DAMAGES THAT CANNOT BE EXCLUDED BY
LAW (IN WHICH EVENT THE LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED).
Section 7 Privacy and Security
7.1 Data Security. OCLC has implemented and shall maintain commercially appropriate, reasonable and customary
controls to ensure the security, confidentiality, and protection against unauthorized access to, use, or disclosure of
20150608 Page 2 of 5 OCLC Master Services Agreement
Internal Data. Institution shall obtain and maintain all necessary consents from all users for OCLC to provide the Service
and for Institution's and users' access, monitoring, use, disclosure, and transfer of Internal Data.
7.2 Audit. OCLC will (i) implement administrative, physical, and technical safeguards in accordance with accepted industry
practices including conducting audits in accordance with the ISO/IEC 27001 standard (or subsequent comparable
standard) and (ii) as reasonably requested by Institution, provide Institution with a copy of the certificate of
registration for such standard along with any relevant reported deficiencies regarding non-compliance together with
corrective action plans for addressing such deficiencies identified in the report.
7.3 Nondisclosure of Internal Data. OCLC shall hold all Internal Data in strict confidence and with the same standard of
care it uses to protect its own information of a similar nature and shall not use Internal Data for any purpose other than to
provide the Service or as may be authorized in writing by Institution. OCLC shall not disclose Internal Data to any other
party except: (a) to OCLC employees, agents, subcontractors and service providers, to whom Internal Data needs to be
disclosed for the purpose of providing the Service; (b) as required by law, or to respond to duly authorized information
requests of police and governmental authorities or to comply with any facially valid subpoena or court order; (c) to
protect the rights or property of OCLC or OCLC customers, including the enforcement of OCLC agreements or policies
governing Institution's use of the Service; (d) to involve and cooperate with law enforcement or the appropriate legal
authorities in investigations, and to protect Systems and OCLC's customers, or (e) as authorized by Institution in writing.
7.4 Prohibitions. Institution expressly warrants that it will not enter, submit, transfer or store in the Service any of the
following types of information: Social Security Numbers, financial account numbers, credit card or debit card numbers.
OCLC will have no liability, and Institution expressly releases OCLC from any liability, associated with the loss, theft,
transfer or misuse of such information.
7.5 Data Transfer. As part of providing Services, OCLC may store and process Institution Data in the United States or any
other country in which OCLC or its affiliates, subsidiaries, or agents maintain facilities. By using the Service, Institution
consents to this transfer, processing, and storage of Institution Data to or by OCLC, its service providers, and affiliates
subsidiaries or agents, over state and international borders as necessary to provide the Service in accordance with
OCLC's standard business practices.
7.6 Unauthorized Disclosures. OCLC will promptly notify Institution in the event of a verified breach of any applicable
privacy laws regarding Institution Data. Institution agrees that it shall be Institution's sole responsibility to determine
whether a breach is subject to state, federal or national breach notification laws and requires breach notification ("Breach
Notification"). In the event that Institution determines that a breach requires Breach Notification, OCLC agrees that it
will reasonably cooperate with Institution in regards to Institution's Breach Notification obligations as specified in the
applicable law, including Institution's investigation, enforcement, monitoring, document preparation, Breach
Notification requirements, and reporting. Institution shall be solely responsible for notifying all individuals subject to
Breach Notification, however OCLC reserves the right to first review all notifications before they are sent.
Section 8 Limitation of Liability
OCLC WILL HAVE NO LIABILITY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL,
OR PUNITIVE DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT OR THE
PRODUCTS AND SERVICES, INCLUDING BUT NOT LIMITED TO ANY UNAUTHORIZED ACCESS TO, OR
ALTERATION, THEFT, LOSS, INACCURACY, OR DESTRUCTION OF INFORMATION OR DATA COLLECTED,
STORED, DISTRIBUTED, OR MADE AVAILABLE VIA THE PRODUCTS AND SERVICES, INSTITUTION'S USE OR
INABILITY TO USE THE PRODUCTS AND SERVICES, ANY CHANGES TO OR INACCESSIBILITY OF THE
PRODUCTS AND SERVICES, ANY DELAY OR FAILURE OF THE SERVICES, OR FOR LOST PROFITS, OR COSTS OF
PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, EVEN IF OCLC HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, OCLC'S LIABILITY TO INSTITUTION FOR ANY REASON AND
UPON ANY CAUSE OF ACTION WILL BE LIMITED TO THE AMOUNT INSTITUTION ACTUALLY PAID OCLC FOR
THE INDIVIDUAL IMPLICATED OCLC PRODUCTS OR SERVICES COVERED UNDER THIS AGREEMENT OVER
THE 12 MONTHS PRIOR TO WHICH SUCH CLAIM AROSE. THIS LIMITATION APPLIES TO ALL CAUSES OF
ACTION IN THE AGGREGATE, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF
WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. FEES UNDER
THIS AGREEMENT ARE BASED UPON THIS ALLOCATION OF RISK. THIS SECTION WILL NOT APPLY TO
DAMAGES THAT CANNOT BE LIMITED OR EXCLUDED BY LAW (IN WHICH EVENT THE LIABILITY SHALL BE
LIMITED TO THE FULLEST EXTENT PERMITTED).
Section 9 Use of Products and Services
9.1 Institution Data
a) Ownership. Institution, and/or its suppliers and affiliates, retains all right, title and interest (including, without
limitation, all proprietary rights) to Institution Data, except for rights granted to OCLC and its affiliates under this
Agreement. Institution is solely responsible for the accuracy, completeness, and legality of Institution Data. Institution is
responsible for obtaining all permission and other rights necessary to provide Institution Data to OCLC. Institution will
not provide OCLC with Institution Data that Institution does not have the right to provide for use in connection with the
Products or Services.
b) License Rights. Institution grants OCLC a global, non-exclusive, royalty -free, transferable and sub -licensable right
to use the Internal Data to the extent necessary for the provision of the Products and Services. Institution grants OCLC,
20150608 Page 3 of 5 OCLC Master Services Agreement
OCLC participants, non -participant users, and OCLC designees a global, perpetual, non-exclusive, royalty -free,
transferable, and sub -licensable right to host, reproduce, transmit, store, publish, distribute, modify, create derivative
works from, and otherwise use Shared Data. Institution Data shall be supplied to OCLC in a format compatible for use
with the Products and Services.
9.2 Confidentiality. Institution agrees to maintain the confidentiality of OCLC's pricing information for 3 years from
receipt by Institution. It shall not be a violation of this Section to disclose information as required by applicable law
(including public records acts), valid court order, or legal process.
9.3 Acceptable Use Policy ("AUP")
a) General. Institution agrees not to use, and not to allow third parties including users to use the Products or Services: (a)
to distribute viruses, worms, Trojan horses, corrupted files, or other items of a destructive or deceptive nature; (b) to engage
in or promote any unlawful, invasive, infringing, defamatory, or fraudulent activity; (c) to violate, or encourage the
violation of, the legal rights of others; (d) to interfere with the use of a Product or Service, or the equipment used to provide
Products or Services; (e) to use the Products or Services, or any part thereof, in a manner that violates the terms of service
of any other Products or Services; (f) to generate, distribute, publish or facilitate unsolicited mass email, promotions,
advertisings or other solicitations ("spam"); (g), to alter, reverse -engineer, interfere with, circumvent, copy, or create a
derivative work of, any aspect of the Product or Service (except with the express, written consent of OCLC or applicable
law specifically prohibits this restriction); (h) to omit, obscure or hide from any user any notice of a limitation of warranty,
disclaimer, copyright, patent, trademark, trade secret or usage limitation or any splash screen or any other terms or
conditions intended to be displayed to a user by OCLC or OCLC supplier; or (i) to post, send, or make available software
or technical information in violation of applicable export controls laws, including, without limitation, the Export
Administration Regulations maintained by the Department of Commerce. Institution agrees that OCLC is authorized to
monitor communications into and out of the System to prevent the introduction of viruses or other hostile code, to prevent
intrusions, and to otherwise enforce the terms of this Agreement. Institution agrees to reimburse OCLC for all reasonable
and verifiable costs associated with OCLC's compliance with governmental requests relating to Institution or Institution
Data, including, but not limited to, warrants, subpoenas, and judicial orders. Notwithstanding the foregoing and to the
extent permitted by law and law enforcement, OCLC will make reasonable efforts to notify Institution when a disclosure
of Institution Data has or is to be made.
b) Credentials. Institution shall exercise all commercially reasonable efforts to prevent unauthorized use of the Products
and Services and is solely responsible for any and all use, including unauthorized use, of the Products and Services initiated
using Institution Credentials. Institution shall immediately notify OCLC of a suspected or actual loss, theft or disclosure
of any Credentials and of any unauthorized use of a Product or Service. Should OCLC become aware of unauthorized use
of Institution Credentials or unauthorized access to a Product or Service, OCLC will notify Institution and may deactivate
affected Credentials. OCLC will provide Institution with administrative Credentials to access and use the applicable
Product or Service. Institution is responsible for authorizing user access to the Products or Services, assigning privileges,
and creating, maintaining, and terminating accounts.
c) Enforcement by OCLC. OCLC reserves the right to: (a) investigate any violation of this AUP or misuse of Products
or Services; (b) enforce this AUP; and (c) remove or disable access, screen or edit any Institution Data that violates these
provisions. Without limitation, OCLC also reserves the right to report any activity (including the disclosure of appropriate
Institution Data) that it suspects violates any law or regulation to appropriate law enforcement, regulators, or other
appropriate third parties. OCLC may cooperate with appropriate law enforcement by providing network and systems
information related to allegedly illegal or harmful content. VIOLATION OF THIS AUP MAY RESULT IN THE
SUSPENSION OF OCLC SERVICES AND SUCH OTHER ACTION AS OCLC REASONABLY DEEMS
APPROPRIATE. REPEATED OR WILLFUL VIOLATION OF THIS AUP MAY, IN OCLC'S SOLE DISCRETION
RESULT IN THE TERMINATION OF THE AGREEMENT, ANY SCHEDULE, OR OCLC SERVICE.
Section 10 Warranties
OCLC warrants that any Professional Services will be performed in a professional and workman -like manner and that, when
operated in accordance with the Product Description, the Products and Hosted Services will be capable of performing substantially
in accordance with the functional specifications set forth in such Product Description. If any Products or Services fail to comply
with the warranty set forth above, OCLC will make reasonable efforts to correct the noncompliance provided that OCLC is given
notice of the noncompliance within 30 days and OCLC is able to reproduce the noncompliance. If OCLC is unable to correct the
noncompliance, Institution may terminate the Schedule for the relevant Product or Hosted Service in accordance with Section
4.2(d) and, as its sole remedy, will be entitled to a refund of an equitable portion of fees paid for the relevant Product or Hosted
Service after such noncompliance was reported. OCLC and Institution each warrant that its entry into this Agreement does not
violate any other agreement to which it is a party, and that its performance under this Agreement will be in conformance with all
applicable laws and government rules and regulations. Institution warrants that it possesses all rights necessary to enter into this
Agreement and grants the rights described in this Agreement such that OCLC will not infringe upon or otherwise violate any
intellectual property rights or other rights of a third party or violate any laws by exercising the rights and licenses granted under
this Agreement. To the extent permitted by law, Institution hereby indemnifies OCLC from any such claims in this respect.
Section 11 General
11.1 OCLC Membership. Institution and each library owned or operated by Institution meeting the requirements for OCLC
membership established by OCLC in accordance with OCLC's then -current governance structure and as set forth in the
then -current version of OCLC's Membership and Governance Protocols shall become an OCLC member. The current
20150608 Page 4 of 5 OCLC Master Services Agreement
version of OCLC's Membership and Governance Protocols is located at
http://www.ocic.org/content/dam/ocic/membership/membership_protocols.pdf. As a condition of obtaining and
retaining status as an OCLC member, each shall comply on an ongoing basis with all requirements and policies
applicable to OCLC members.
11.2 Export Laws. Services may be used only in full compliance with U.S. export regulations. OCLC's obligations
hereunder are contingent upon necessary export licenses being obtained from federal agencies of the U.S.
11.3 No Assignment. Institution may not assign, without the prior written consent of OCLC, any rights, duties, or
obligations under this Agreement to any person or entity, in whole or in part.
11.4 Independent Contractors. The relationship of the parties is that of independent contractors, and no agency,
employment, partnership, joint venture, or any other relationship is created by this Agreement.
11.5 Force Majeure. Neither party shall be responsible for losses or damages to the other occasioned by delays in the
performance or the non-performance of any of said party's obligations (other than the obligation to make payments
when due) when caused by acts of God, acts of the other party or any other cause beyond the control of said party and
without its fault or negligence.
11.6 Non -Waiver. A failure or delay in enforcing an obligation under this Agreement does not prevent enforcement of the
provision at a later date. A waiver of a breach of one obligation does not amount to a waiver of any other obligation,
and it will not prevent a party from subsequently requiring compliance with that obligation.
11.7 Severability. If any provisions of this Agreement shall be found by any court of competent jurisdiction to be invalid or
unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of this
Agreement.
11.8 Entire Agreement. The Agreement and any Schedules constitute the complete agreement between the parties and
supersedes and replaces all prior agreements, oral and written, between the parties relating to the subject matter of this
Agreement, unless otherwise stipulated in a previously agreed to MSA. No purchase orders submitted by Institution
shall modify or supplement this Agreement. Except as otherwise provided herein, this Agreement may not be amended
or supplemented except in writing signed by both parties.
11.9 Notice. Except as stated elsewhere in the Agreement all notices shall be in writing and shall be deemed sufficient if (a)
received by Institution via e-mail to the e-mail address provided in the online order form or received by OCLC at
legal@ocic.org, (b) delivered by hand, or (c) sent by certified or registered mail, return receipt requested, to the address
for Institution set forth in the online order or to OCLC to 6565 Kilgour Place, Attn: Legal Department, Dublin, Ohio
43017, or to such other address as has been furnished by means of a notice given in accordance with this Section.
11.10 Counterparts. This Agreement maybe executed in counterparts and/or via facsimile transmission or electronic copy,
any one or form of which will be deemed to constitute an original, but all of which will constitute one instrument.
Section 12 Special Terms for Group Orders. Only
Where a lead institution in a consortium (the "Group Administrator") is ordering on behalf of itself and other consortium
members, Section 12 applies:
12.1 Ordering. Group Administrator may order the Service on behalf of consortium members by completing the relevant
portions of the order form and agreeing to this Agreement. Group Administrator also orders and allocates authorizations
and passwords for the Service on behalf of consortium members listed on the order form. Group Administrator is not a
buyer of the Service for resale. Any material change in group membership or group participation may result in
commensurate changes in the fees for the applicable Service.
12.2 Consortium Member's Agreement. Group Administrator warrants, as the consortium agent, that it is authorized to
and hereby binds consortium members to this Agreement and shall indemnify OCLC from all loss, expense and damage
arising from a breach of such warranty. Group Administrator shall provide each consortium member with a copy of this
Agreement prior to Product and Service activation. Each order for consortium members shall constitute a binding
contract between OCLC and the consortium member.
12.3 Payment by Group Administrator. Group Administrator shall be liable for paying to OCLC all charges and
applicable taxes for consortium members for the Products and Services in accordance with the terms of this Agreement.
12.4 Non -exclusivity. Nothing herein shall limit OCLC's right to distribute any Products or Services independent of Group
Administrator.
20150608 Page 5 of 5 OCLC Master Services Agreement
OCLC Master Services Agreement 20150417
ATTACHMENT A - SERVICE LEVEL AGREEMENT
This Service Level Agreement sets forth the service level and performance objectives of OCLC in providing the Hosted
Services (as listed in Section 1 of this SLA) to Institution. OCLC will use commercially reasonable efforts to meet the
following service level and performance objectives to support the operation of the Systems.
Covered OCLC Services
This SLA applies only to Hosted Services that are: (1) listed below; and (2) subscribed to by Institution.
WorldShare Management Services (WMS): WorldCat Discovery Services
WMS Acquisitions Hosted CONTENTdm
WMS Circulation Hosted EZproxy
2. Uptime Commitment
OCLC will use commercially reasonable efforts to ensure the Systems are available 99.8% of the time (the "Uptime
Commitment"). Availability will be measured as follows:
• Availability = (T-D)/(T) * 100%
• T = the total number of minutes in the respective month.
• D = the total number of minutes of downtime in the month excluding planned outages for scheduled maintenance,
telecommunications or power disruptions caused by third parties, any other causes beyond OCLC's reasonable control,
and excluding other times described herein.
OCLC will notify Institution promptly of any factor, occurrence, or event coming to its attention likely to affect OCLC's
ability to meet the Uptime Commitment, or that is likely to cause any material interruption or disruption in the Hosted
Services.
Scheduled maintenance may occur any Sunday during a 4 hour window and may occasionally be extended. Notice of
scheduled maintenance shall occur 3 days prior to scheduled downtime. In the event planned emergency maintenance is
required, OCLC will make commercially reasonable efforts to notify Institution in advance.
3. Credits
In the event that OCLC fails to meet the Uptime Commitment for any rolling 3 month period and Institution provides written
notice within 30 days of the end of such period, Institution's sole and exclusive remedy will be to receive a service credit
applied to one month's fees for the impacted Hosted Service as set out below:
99.7% to 97% Availability
15% Credit
<97% to 95% Availability
25% Credit
Below 95% Availability
50% Credit
In no event will the total service credits for any 12 month period exceed 1/12 of the fees paid by Institution for the applicable
Hosted Service during that 12 month period. Institution acknowledges and agrees that if the remedies set forth in this section
are applied, any failure of OCLC to meet the requirements in this SLA will not constitute a breach of the MSA.
4. Systems Management
5.1 Monitoring. OCLC will monitor and maintain the Systems in working order each day (24 x 7). OCLC
will proactively manage and monitor all application server hardware devices and software to ensure optimal performance
and reliability as well as to detect abnormal events or exceeded utilization or performance thresholds.
5.2 Maintenance. OCLC will operate, monitor and administer all servers, applications and networks
supporting the OCLC Services. In order to provide such coverage, OCLC may utilize a mixture of on-site and on-call support
staff, automated server monitoring and automated paging technology.
5.3 Change Control. OCLC will install new equipment, software, releases, upgrades, fixes, patches and other
items necessary to maintain the Systems to industry standards. OCLC will proactively gather information from appropriate
server, peripheral, operating system or database vendors regarding upgrades, defect patches or fixes.
Page 1 of 1
20150331
SCHEDULE 7
EZProxy®
OCLC® EZproxy® access and authentication software allows an Institution to deliver secure Web access to e -
content simply and effectively. EZproxy facilitates a single sign -on to e -content using existing library -issued
credentials, such as a library card number and PIN or username and password.
ADDITIONAL TERMS AND CONDITIONS
All capitalized terms not defined herein shall have the same meaning ascribed to them in the Master Service
Agreement.
1) Configuration of Service.
A. By OCLC. Institution may submit active configuration requests to OCLC and OCLC reserves the
right in its sole discretion to approve such configurations.
B. By Institution. Institution may attempt to configure resources ("Self -Configuration") and submit
to OCLC for review and approval. In its sole discretion, OCLC approval is limited to Self -
Configuration that produces the following changes to the Product: (i) new database subscription
configuration; (ii) edit existing database configuration; (iii) edit user authentication configuration;
and (iv) edit log -in pages/HTML pages. OCLC will notify Institution of its approval or rejection
of Self -Configuration submissions.
2) Maintenance and Support Services. Beginning on the date OCLC delivers the Product to Institution, OCLC
will provide 1 year of maintenance and support services at the rates specified in the Order Form. Thereafter
maintenance and support services will automatically renew for successive 1 year terms at OCLC's then -
current rate, unless OCLC or Institution terminates these services effective at the end of the then -current
term with at least 30 days prior written notice or terminates this Schedule or Agreement as permitted by its
respective terms. OCLC shall have no obligation to reinstate lapsed maintenance and support services;
however, if OCLC elects to honor Institution's request for such reinstatement, OCLC shall be entitled to a
reinstatement fee determined by OCLC.
A. Institution's Responsibilities.
i. Institution or the lead institution purchasing on behalf of a group shall designate a support
contact to oversee and coordinate its use of the Product who is knowledgeable about the
Product and the hardware on which it is installed and running. Additional support contacts
may be designated at $500 per year, per each added support contact.
ii. Institution shall promptly destroy all prior versions of the Product after new versions have been
installed or downloaded.
B. Limitations. Unless otherwise agreed upon in writing by OCLC, maintenance and support
services will not include the following:
i. Installation, relocation or removal of the Product at or from Institution's site;
ii. On-site services;
iii. Support outside of normal business hours;
iv. Electrical, mechanical, or other work involving Institution's hardware, accessories, or
other devices associated with the use of the Product;
V. Any maintenance or support involving Institution's hardware or telecommunications
network, or third -party software;
vi. Maintenance and support services to parties other than Institution;
vii. Unauthorized use, alteration, or modification of the Product; or
viii. Correcting errors if Institution fails to implement any error corrections, updates or
upgrades within 90 days after receipt by Institution.
THE FOLLOWING TERMS ALSO APPLY ONLY IF INSTITUTION ORDERS HOSTED EZPROXY:
A. General. As necessary to provide access to the Institution's content, OCLC will: (a) install and
support the Systems, (b) provide access to the Product, and (c) secure and maintain connectivity
with third -party telecommunication providers. As part of the initial configuration for the Product,
OCLC may provide up to 10 hours of configuration services. If additional hours are required,
OCLC will separately bill Institution at its standard consulting rate.
B. Host Names and IP Addresses. OCLC will assign host names and IP addresses to Institution as
part of the hosted services which will remain the property of OCLC.
C. Exceeding Limitations. If Institution uses any bandwidth, storage or other services in excess,
OCLC may, in its sole discretion, assess Institution with additional charges, suspend the
EZProxy® Page 1 of 3
performance of the hosted services, or terminate this Schedule. In the event that OCLC elects to
take any such action, Institution will not be entitled to a refund of any unused pre -paid fees.
3) Additional Included Licenses and Pass -Through Terms.
A. This product includes GeoLite data created by MaxMind, available from http://www.maxmind.com.
B. Portions derived from the RSA Data Security, Inc. MD5 Message -Digest Algorithm, Copyright
(C) 1991-2, RSA Data Security, Inc.
This product includes software developed by the OpenLDAP Foundation (http://www.openldap.org) and by the OpenSSL
Project for use in the OpenSSL Toolkit (hgp://www.openssi.oro. The OpenLDAP Public License Version 2.8, 17 August
2003
***************************************************************************************************
Redistribution and use of this software and associated documentation ("Software"), with or without modification, are
permitted provided that the following conditions are met:
A. Redistributions in source form must retain copyright statements and notices,
B. Redistributions in binary form must reproduce applicable copyright statements and notices, this list of
conditions, and the following disclaimer in the documentation and/or other materials provided with the
distribution, and
C. Redistributions must contain a verbatim copy ofthis document.
The OpenLDAP Foundation may revise this license from time to time. Each revision is distinguished by a version number.
You may use this Software under terms of this license revision or under the terms of any subsequent revision of the license.
THIS SOFTWARE IS PROVIDED BY THE OPENLDAP FOUNDATION AND ITS CONTRIBUTORS "AS IS" AND
ANY EXPRESSED OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN
NO EVENT SHALL THE OPENLDAP FOUNDATION, ITS CONTRIBUTORS, OR THE AUTHOR(S) OR OWNER(S)
OF THE SOFTWARE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR
CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE
GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER
CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT
(INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE,
EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
The names of the authors and copyright holders must not be used in advertising or otherwise to promote the sale, use or other
dealing in this Software without specific, written prior permission. Title to copyright in this Software shall at all times remain
with copyright holders.
OpenLDAP is a registered trademark of the OpenLDAP Foundation. Copyright 1999-2003 The OpenLDAP
Foundation, Redwood City, California, USA. All Rights Reserved. Permission to copy and distribute verbatim
copies of this document is granted.
***************************************************************************************************
The OpenSSL toolkit stays under a dual license, i.e. both the conditions of the OpenSSL License and the original SSLeay
license apply to the toolkit. See below for the actual license texts. Actually both licenses are BSD -style Open Source licenses.
In case of any license issues related to OpenSSL please contact openssl-core@openssl.org.
OpenSSL License
Copyright (c)1998-2004 The OpenSSL Project. All rights reserved.
Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following
conditions are met:
A. Redistributions of source code must retain the above copyright notice, this list of conditions and the following
disclaimer.
B. Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following
disclaimer in the documentation and/or other materials provided with the distribution.
C. All advertising materials mentioning features or use of this software must display the following acknowledgment:
"This product includes software developed by the OpenSSL Project for use in the OpenSSL Toolkit.
(http://www.openssl.orgo"
D. The names "OpenSSL Toolkit" and "OpenSSL Project" must not be used to endorse or promote products derived
from this software without prior written permission. For written permission, please contact openssl-
core@openssl.org.
E. Products derived from this software may not be called "OpenSSL" nor may "OpenSSL" appear in their names
without prior written permission of the OpenSSL Project.
F. Redistributions of any form whatsoever must retain the following acknowledgment: "This product includes
EZProxy® Page 2 of 3
software developed by the OpenSSL Project for use in the OpenSSL Toolkit (http://www.openssl.orgo"
THIS SOFTWARE IS PROVIDED BY THE OpenSSL PROJECT "AS IS" AND ANY EXPRESSED OR IMPLIED
WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE OpenSSL
PROJECT OR ITS CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL,
EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF
SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION)
HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY,
OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS
SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
This product includes cryptographic software written by Eric Young (eay@cryptsoft.com). This product includes software
written by Tim Hudson &@cryptsoft.com).
Original SSLeay License
Copyright (C) 1995-1998 Eric Young (eay@cryptsoft.com)
* All rights reserved. *
This package is an SSL implementation written by Eric Young (eay@cryptsoft.com). The implementation was written so as
to conform with Netscapes SSL.
This library is free for commercial and non-commercial use as long as the following conditions are adhered to. The following
conditions apply to all code found in this distribution, be it the RC4, RSA, lhash, DES, etc., code; not just the SSL code. The
SSL documentation included with this distribution is covered by the same copyright terms except that the holder is Tim
Hudson (tjh@cryptsoft.com). Copyright remains Eric Young's, and as such any Copyright notices in the code are not to be
removed. If this package is used in a product, Eric Young should be given attribution as the author of the parts of the library
used. This can be in the form of a textual message at program startup or in documentation (online or textual) provided with
the package. Redistribution and use in source and binary forms, with or without modification, are permitted provided that the
following conditions are met:
A. Redistributions of source code must retain the copyright notice, this list of conditions and the following disclaimer.
B. Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following
disclaimer in the documentation and/or other materials provided with the distribution.
C. All advertising materials mentioning features or use of this software must display the following acknowledgement:
D. "This product includes cryptographic software written by Eric Young (eay@cryptsoft.com)" The word
'cryptographic' can be left out if the routines from the library being used are not cryptographic related : ).
E. If you include any Windows specific code (or a derivative thereof) from the apps directory (application code) you
must include an acknowledgement: "This product includes software written by Tim Hudson (tjh@cryptsoft.com)" *
THIS SOFTWARE IS PROVIDED BY ERIC YOUNG "AS IS" AND ANY EXPRESS OR IMPLIED
WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO
EVENT SHALL THE AUTHOR OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT,
INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT
LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR
PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF
LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR
OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF
THE POSSIBILITY OF SUCH DAMAGE. The license and distribution terms for any publically available version
or derivative of this code cannot be changed. i.e. this code cannot simply be copied and put under another
distribution license [including the GNU Public License.]
EZProxA Page 3 of 3
City of Round Rock
ROUND ROCK
TEXAS Agenda Item Summary
Agenda Number:
Title: Consider authorizing the attached Hosted EZProxy Order Form with
Master Services Agreement from OCLC Order Services.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 1/29/2016
Dept Director: Michelle Cervantes
Cost:
Indexes:
Attachments: CMA -Hosted EZProxy Order Form with Master Services Agreement
Department: Library Department
Text of Legislative File CM -2016-1020
Consider authorizing the attached Hosted EZProxy Order Form with Master Services
Agreement from OCLC Order Services.
EZProxy provides library card holders secure remote access to the Web -based,
licensed content they discover in libraries.
Recommends Staff Approval
City of Round Rock Page 1 Printed on 112912016