CM-2016-1242 - 11/18/2016O D I LO
Digital Content and Technology Services Agreement
THIS SERVICES AGREEMENT ("Agreement") is made and effective as of ('Effective Date") between
ODILOTID USA LLC DBA as ODILO at 200 South Wilcox Street, Suite 332 Castle Rock, CO 80104 ("ODILO") and the
ROUND ROCK PUBLIC LIBRARY, with a place of business at 216 E. Main Street Round Rock, Texas 78664 are
individually referred to herein as a "Party" and collectively referred to herein as the "Parties."
WHEREAS, ODILO is a provider of technology and services to libraries including those technologies and services
related to the distribution, sale, management, and copyright protection of content of eBook, audio book, and
media in digital formats; and,
WHEREAS, the ROUND ROCK PUBLIC LIBRARY is seeking to provide such technologies and services to its
Authorized patrons and seeks to license the use of and deploy software products, technology and services.
THEREFORE, the Parties agree as follows:
TERMS AND CONDITIONS:
DEFINITIONS. The definitions below will have the same meaning throughout the Agreement and the
attached Exhibits.
1.1. "Agreement" means this ODILO Services Agreement and the following attachments:
l .l .1.Exhibit A: Services and Pricing
1.1.2.Exhibit B: Digital Rights Management and System Guidelines
1.2. "Services" means all Software, hardware and related supplies as set forth in Exhibit A, exclusive of
Content or Digital Products.
1.3. "PARTICIPATING LIBRARY" shall mean ROUND ROCK PUBLIC LIBRARY
1.4. "ROUND ROCK PUBLIC LIBRARY" means The Library
1.5. "Service Fees" means the amounts payable by the PARTICIPATING LIBRARY to ODILO in accordance
with the terms of this Agreement. A schedule of the Service Fees is attached to this Agreement as Exhibit
A.
1.6. "Products" means the Digital Product applications hosted by ODILO that provide Authorized patrons
access to Digital Products operated in association with ODILO and as a component of the
PARTICIPATING LIBRARY website address.
1.7. "Content" or "Digital Products" consist of digital files and titles available for loan to Authorized patrons
through ODILOTK digital library.
1.8. "System" means the integrated digital book collection and lending services that relate to the Websites
operated by the PARTICIPATING LIBRARY for managing the Digital Products.
1.9. "Guidelines" means the terms and conditions of use for the digital rights management solution.
1.10."ODILO" means: ODILOTID USA LLC, a Delaware Corporation.
1.11. "Patron (s)" will mean those persons that the PARTICIPATING LIBRARY authorizes to access, use, and
connect to ODILOTK via the internet, and download products from or otherwise use the Services
and/or access Digital Products from the PARTICIPATING LIBRARY using the Services.
1.12. "Primary Support" means service provided by the PARTICIPATING LIBRARY to its Authorized patrons for
its day-to-day support, technical aid, help and other assistance for Patron's use of the Products,
Services or for any issues arising from the use of the System.
1.13. "Secondary Support" means technical support services to be provided by ODILO to the PARTICIPATING
LIBRARY including reasonable efforts to assist the PARTICIPATING LIBRARY in providing Primary Support,
reasonable efforts to correct, fix, or circumvent errors, provide updates, enhancements and new
versions of the Products.
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1.14. "Software" means any and all software, and related documentation, provided to or accessed by the
PARTICIPATING LIBRARY in utilizing the Services.
1.15. "Authorized Patron(s)" shall mean those individuals whom are eligible for membership of the
participating library and which the Library authorizes to download and/or access Digital Content from
the Library Website or otherwise utilize the Application Services.
2. TERM AND TERMINATION
2.1. This Agreement will take effect on and expires 12 months later, unless renewed or
terminated earlier in accordance with the relevant provisions of this Agreement (the "Agreement
Term"). The PARTICIPATING LIBRARY may renew the Term giving ODILO at least thirty days' notice prior to
the then -current Term's expiration.
2.2. Either Party will have the right to terminate this Agreement as a result of a material breach of the
Agreement by the other Party that is not cured within thirty (30) days after written notice of such breach.
2.3. Either Party will have the right to terminate this Agreement for convenience by giving at least thirty (30)
days prior written notice.
2.4. This Agreement may be terminated by The PARTICIPATING LIBRARY and in accordance with the
provisions of Section 5.1
2.5. In the event of a filing by or against either Party of a petition for relief under the United States Bankruptcy
Code or any similar petition under the insolvency laws of any jurisdiction, where such filing is not
dismissed within thirty (30) days after the date of the filing, or should The PARTICIPATING LIBRARY
discontinue the operations relevant to this Agreement, then the other Party may immediately terminate
this Agreement upon written notice.
2.5.1 Upon termination of this Agreement, and except as otherwise provided in this Agreement, the license
granted The PARTICIPATING LIBRARY by this Agreement will be terminated immediately; The
PARTICIPATING LIBRARY will make no further use of all or any part of the Services or any confidential
information received from ODILO except that ODILO will reasonably cooperate with The PARTICIPATING
LIBRARY to support its Authorized patrons who have accessed Content or existing users of Services.
2.6. In the event of termination of this Agreement, The PARTICIPATING LIBRARY will not be restricted or
impeded by ODILO at any time to transfer any and all Digital Products and Content purchased from
ODILO or directly from publishers to another service provider to permit The PARTICIPATING LIBRARY to
continue to service its Authorized patrons with the Digital Products. For Digital Products that The
PARTICIPATING LIBRARY would have purchased from the ODILO's OdiloPlace Marketplace, ODILO will
obtain permissions and consent from the owners of the Digital Products authorizing ODILO to transfer the
Content subject to the requirements of the licensors of such Digital Products and Content. It is however
the responsibility of The PARTICIPATING LIBRARY to obtain necessary permissions and consent upfront at
time of purchase or ad hoc from publishers they directly negotiate with to transfer content to another
platform upon termination of this agreement. In either or both circumstances, ODILO will work in
cooperation with The PARTICIPATING LIBRARY and the publishers to transfer any and all content to the
new authorized platform. Upon their transfer from ODILO's systems, such titles will be considered
"Publisher E -Books" and, as such, will be subject to all of the terms of the Agreement including, without
limitation, the circulation restrictions and security provisions set forth therein. The libraries requesting the
transfer of titles from ODILO's systems will provide ODILO with acquisition information relevant to their
previous purchase of the applicable titles via a third -party as needed to allow ODILO to enforce the
circulation restrictions set forth in the Agreement as if such titles had been initially purchased by the
library under the Agreement.
3. PRICES AND PAYMENT
3.1. ODILO Prices and Hosting. Exhibit A will serve as a written purchase order for the Services and The
PARTICIPATING LIBRARY seeks to have customized portal offered under this Agreement. Payment terms
are net 30 days after date of purchase.
3.2. Cost of Materials. The PARTICIPATING LIBRARY will be entitled to purchase license rights to Digital Products
(Content, i.e. eBooks, digital audio books, etc.) for contribution to The PARTICIPATING LIBRARY's collection
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from ODILO under the terms and conditions associated with the Digital Products. The PARTICIPATING LIBRARY
will submit orders for Content with ODILO via the ODILO's ecommerce digital content Marketplace
(OdiloPlace) or directly with publishers using the OdiloDelivery add-on module. Upon receipt of content
orders submitted by The PARTICIPATING LIBRARY through OdiloPlace, ODILO will invoice The PARTICIPATING
LIBRARY monthly for such amounts. Orders submitted directly through negotiations with publishers using
OdiloDelivery will be directly invoiced and managed between The PARTICIPATING LIBRARY and the
publishers. However, the DRM fees will be payable to ODILO in such instances. Payment terms are net 30
days from date of invoice.
3.3. The Library is a tax-exempt entity. As such, ODILO agrees that The PARTICIPATING LIBRARY is not
obligated to pay any federal, state, municipal or other governmental taxes, sales taxes, duties, excise
taxes or tariffs now or hereafter imposed on the production, storage, sale, transportation, import, export,
licensing or use of the Services or for operation or sales activity of the Website, from which it is exempt.
4. ODILO SERVICES
4.1. Upon the Effective Date, ODILO will provide Services to The PARTICIPATING LIBRARY under the terms and
conditions of this Agreement and the associated license agreements from its Digital Rights
Management ("DRM") technology or Digital Product and Content suppliers as long as The
PARTICIPATING LIBRARY uses ODILO's Products for acquiring digital content. This right is non -transferable
and applies solely to the server -based operation, management and use of the Services in unaltered,
object code form. Nothing under the terms and conditions of this Agreement, including any of the
Exhibits, grants any right to The PARTICIPATING LIBRARY to the use of, or access to, any Services source
code. This grant does not include any right to reproduce the Services, to distribute copies or versions of
any modules of the Services to any third parties including its Authorized patrons, or to make and/or sell
variations or derivative works of the Services. Sole ownership of copyrights and other intellectual and
proprietary rights to the Services will remain solely with ODILO.
4.2. As part of the Services, ODILO will either implement the required procedures directly or oversee the
necessary procedures to assure compliance with the DRM and System Guidelines as described in Exhibit
B. ODILO will use its best efforts to make the Services perform substantially in accordance with the
product description. However, The PARTICIPATING LIBRARY acknowledges that inevitably some errors
may exist in the Services, and the presence of some non -material errors will not be a breach of this
Agreement. ODILO's sole obligation with regard to such errors will be to use commercially reasonable
efforts to correct such errors and provide Secondary Support, as stated in this Agreement, at such times
and by such methods as are mutually agreed upon by the Parties.
4.3. As part of the services, ODILO can provide integration and authentication services for the ILS systems of
The PARTICIPATING LIBRARY through APIs, SIP2 and LDAP provided to ODILO by the Libraries. It is the
responsibility of the Libraries to provide all necessary API documentation and parameters to ODILO for
such integration services. ODILO will not be held responsible for any inadequacies present with any of
the APIs or lack thereof from the ILS systems in question.
4.4. ODILO will create and host a Digital Library Website for Library's use of the Application Services. ODILO
shall provide the Application Services to the Library under the terms of the Order Form (Exhibit A) and
this Digital Content and Technology Services Agreement (collectively referred to as the "Agreement").
4.5. ODILO shall create an account in ODILO's content selection platform, OdiloPlace, for Library to select
Digital Content to make available at the Library's Digital Library Website or Catalog to Authorized
Patrons and to access reports.
4.6. ODILO will use commercially reasonable efforts to make the Application Services perform substantially in
accordance with the terms herein. From time to time, ODILO may make modifications or updates to the
operation, performance, or functionality of the Application Services as it sees fit or as required by
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ODILO's suppliers. Library may be required to complete additional forms, documents or other
associated materials provided by ODILO. Library shall use commercially reasonable efforts to complete
the documents in a timely manner.
5. ODILO'S OPTION TO MODIFY OR DISCONTINUE SERVICES.
5.1. ODILO has the right to make modifications to the Services as it sees fit to the operation, performance or
functionality of the Services, change to the terms and conditions upon which the Titles are offered as
required by its suppliers. Such changes will not infringe upon ownership terms and conditions accorded
by the publisher to content previously purchased by the library. ODILO will provide 15 days' notice of
modifications when possible. If such a modification or discontinuation of the Services or support,
maintenance or the provision of new versions, updates or corrections impairs the value of this
Agreement to The PARTICIPATING LIBRARY, the Library will have the option to immediately terminate this
Agreement upon notice of termination and receive a pro -rata refund of any fees paid, subject to
purchase requirements in Section 3.
6. RESPONSIBILITIES OF The PARTICIPATING LIBRARY
6.1. The PARTICIPATING LIBRARY will assign personnel with appropriate skills and expertise in computer, data
processing and related services to enable operation of the Services and the Products and to provide
Primary Support The PARTICIPATING LIBRARY will take reasonable steps to insure that its employees,
agents and others under its direction abide by the terms and conditions of this provision and this
Agreement.
6.2. The PARTICIPATING LIBRARY will cooperate with ODILO in those efforts required for testing the libraries
integrated library system (ILS) integrations. The PARTICIPATING LIBRARY agrees to perform Primary
Support for Authorized patrons using its Products. ODILO will provide the library with documentation
regarding Primary Support and ODILO support personnel will be available for Secondary Support by e-
mail, and support ticketing tool.
6.3. The PARTICIPATING LIBRARY will use reasonable efforts to operate its Products in compliance with the
terms of this Agreement and all Exhibits and will at its own expense comply with all applicable laws,
ordinances, rules and regulations that may be required in any jurisdiction or administrative agency in
connection with the use and/or operations of the Services.
6.4. The PARTICIPATING LIBRARY assumes responsibility for providing a suitable network and internet system
for integration of Services into the libraries website or other systems at its own expense. The
PARTICIPATING LIBRARY agrees that it will be responsible for its own expenses and costs under this
Agreement and that ODILO will have no obligations to reimburse The PARTICIPATING LIBRARY for any
expenses or costs incurred by the library in the preparation, systems integration, use of the Services, or
for any performance of The PARTICIPATING LIBRARY's duties hereunder.
6.5. The PARTICIPATING LIBRARY represents and agrees that it will not make any representations or create
any warranties, express or implied, on behalf of ODILO concerning the Services.
6.6. The PARTICIPATING LIBRARY will assure that they restrict access to the Titles to Authorized Patrons of the
libraries and authenticated by the Library's automated management system. ODILO will require that The
PARTICIPATING LIBRARY provide it the right to audit their library card issuance policies.
COPYRIGHT PROTECTION PATRON AUTHENTICATION, DATA SECURITY AND DATA AGGREGATION
7.1. During the Agreement Term and any renewal periods, The PARTICIPATING LIBRARY will reasonably
cooperate with ODILO to achieve ODILO's and its publishers' and suppliers' objectives of protecting
certain intellectual property interests relating to ODILO supplied Digital Products and Content. The
PARTICIPATING LIBRARY will establish policies and procedures to abide by the DRM and System
Guidelines as described in the attached Exhibit B.
7.2. Except as provided in Section 7.1, during the Agreement Term and any renewal periods, ODILO may use
data stored in the System for other commercial purposes, including but not limited to: (a) ISBN; (b) name
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of Digital Product; (c) Zip code; (d) number of Digital Products purchased by The PARTICIPATING
LIBRARY; and (e) and other Digital Product circulation data ("Aggregated Data"). However, in no event
shall ODILO have access to any names, address, telephone numbers or personal financial information of
past, present or future users of The PARTICIPATING LIBRARY. The PARTICIPATING LIBRARY will provide
ODILO access to a test Patron account for purposes of validating the system's performance relating to
the services as well as testing authentication for both valid and invalid authorized patrons. The
PARTICIPATING LIBRARY will reasonably cooperate with ODILO to correct or adjust the System as may be
required to compensate for any errors or omissions disclosed by such tests. Any such test will be
conducted by ODILO at its own expense and during regular business hours and in such a manner as not
to interfere with The PARTICIPATING LIBRARY's normal activities.
8. CONFIDENTIAL INFORMATION
8.1. ODILO reserves the right to disclose and use the existence of this agreement, the name of The
PARTICIPATING LIBRARY, and other information related to this agreement for publicity purposes.
8.2. The parties acknowledge that each will receive confidential information from the other relating to the
Application Services, technical and operational affairs of the other. Subject to any state and/or federal
laws and regulations permitting public access to documents and information that are considered
public, each party agrees that all confidential information of the other party shall be held in confidence
and shall not be disclosed to any third party. Library shall not share its passwords and login credentials of
Library's account in ODILO's content selection portal with anyone, including any third party. Library shall
take reasonable steps to prevent unwarranted intrusion into such information.
8.3. Except as otherwise provided in this Agreement, each Party agrees to maintain confidential all
confidential information obtained by the other pursuant to this Agreement.
8.4. Confidential Information does not include information that is: (a) available to the public without fault of
either Party (b) known prior to its receipt from the other Party as evidenced by written records; (c)
available from another source without breach of any agreement or violation of law; (d) independently
developed by a Party without reference to confidential information; or aggregated data.
8.5. Notwithstanding anything in this Agreement to the contrary, In the event of litigation concerning the
disclosure of any document(s) submitted by ODILO to The PARTICIPATING LIBRARY, including, but not
limited to, the Information, The PARTICIPATING LIBRARY's sole involvement will be as stakeholder retaining
the document(s) until otherwise ordered by the court, and ODILO shall be fully responsible for otherwise
prosecuting or defending any actions concerning the document(s) at its sole expense and risk.
INDEMNIFICATION
9.1 Subject to any limitations set forth in this Agreement, ODILO shall indemnify The PARTICIPATING LIBRARY
from and against all damages, judgments, liabilities, costs and expenses (including reasonable attorneys'
fees) actually incurred by The PARTICIPATING LIBRARY arising from any third -party claim of ODILO's
infringement of any third -party patent, trademark or copyright rights provided The PARTICIPATING LIBRARY
immediately notifies ODILO of any such third -party claim. In the event of any claim of infringement ODILO
may, at its option and expense, procure for The PARTICIPATING LIBRARY and the right to continue using
the allegedly infringing item, replace it with a non -infringing item, or modify it so it becomes non -infringing.
If at ODILO's discretion, it is not feasible to procure the right to continue use, replace or modify the item,
ODILO may refund all monies paid on a pro -rata basis. ODILO shall have the right to control the defense.
ODILO will have no defense or indemnity obligation for any claim or suit based on: (i) an item that has
been modified other than by ODILO; (ii) an item that has been modified by ODILO in accordance with
The PARTICIPATING LIBRARY provided specifications or instructions but only to the extent that the
modification directed by The PARTICIPATING LIBRARY is the cause of the infringement claim; (iii) use or
combination of an item with third -party products; (iv) the use of the items, or any part thereof, in the
practice of a process other than the uses of the items described in ODILO's current product literature for
the items.
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10. WARRANTY
10.1.ODILO represents and warrants to The PARTICIPATING LIBRARY that it has the necessary rights to enter
into this Agreement and that it has the necessary ownership and intellectual property rights and
licenses to the Services to grant the licenses herein.
11. NOTICES Any notice permitted or required under this Agreement must be in writing and personally
delivered, including via any internationally recognized overnight delivery service: (a) to ODILO- Attention
Rodrigo Rodriguez, CEO at: ODILO - 200 South Wilcox Street, Suite #332 Castle Rock, CO 80104 and (b) to
ROUND ROCK PUBLIC LIBRARY- Attention: Laurie Hadley, City Manager, 221 E. Main Street Round Rock,
Texas 78664. Notice of any change in a Party's address will be given by the some method.
12. GOVERNING LAW AND VENUE Any claim or dispute arising from, or relating to, this Agreement will be: (a)
governed by the laws of the State of Colorado United States of America, without regard to its conflicts of
law provisions. ODILO expressly waives the right to bring any action in or to remove any action to any other
jurisdiction, whether state or federal.
13. UNAVOIDABLE DELAY If a Party is unable to perform its obligations, either in whole or in part, under this
Agreement as a result of civil or military authority, war, flood, fire, epidemic, or other condition or cause
beyond its reasonable control and not related to its fault or negligence (an "Unavoidable Delay"), the
affected Party will be excused from that performance during the Unavoidable Delay to the extent that the
Party is prevented or delayed thereby, but the other Party will have the termination rights stated in Section
2.
14. MISCELLANEOUS
14.1.The Parties' relationship is that of independent service provider. Nothing in this Agreement authorizes
either Party or its employees to act as the other Party's agent or representative or will be construed to
make a Party's employees, agents, or contractors the other Party's employees, agents, or contractors.
14.2. If a tribunal of competent jurisdiction holds any term of this Agreement to be invalid, illegal, or
unenforceable, this Agreement will be deemed severable and the remainder of this Agreement will be
unaffected in any way. This Agreement's headings will not be used to interpret this Agreement. This
Agreement was negotiated by the Parties, who had the opportunity to consult with legal counsel. This
Agreement may only be waived, modified or supplemented by a written document signed by the
Parties' authorized representatives. No failure(s) or delay(s) in exercising any right or remedy will waive
that Party's right to later require strict performance
14.3.Neither Party may assign, transfer, or delegate any of its rights or obligations under this Agreement
without the non -assigning Party's prior written consent. If either Party breaches this restriction, the other
Party may terminate this Agreement upon notice to the assigning Party. If this Agreement is assigned,
transferred, or delegated as part of any sale of either Party's business or assets, or if ownership of either
Party or either Party's business is transferred to a successor, including without limitation, as a result of a
merger or consolidation, the non -assigning Party may at any time thereafter terminate this Agreement
on written notice to the assigning Party.
14.4.TO THE EXTENT PERMITTED BY LAW, ODILO WILL NOT BE LIABLE TO ROUND ROCK PUBLIC LIBRARY FOR
SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS)
IN ANY WAY RELATED TO THE PRODUCTS, PRODUCT SERVICES, THIS AGREEMENT OR ITS TERMINATION,
REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH THE DAMAGES ARE SOUGHT. This
Agreement, including any Exhibits, is the Parties' final and complete agreement. This Agreement
terminates all their prior written or oral agreements and understandings as to this Agreement's subject
matter except this Agreement is not intended to terminate or supersede any existing confidentiality or
intellectual property agreement between the Parties. All this Agreement's provisions including, without
limitation, those relating to warranty, indemnification and confidentiality, will survive the Term's end and
be fully enforceable thereafter to the full extent necessary to protect the Party in whose favor they run.
14.5.The PARTICIPATING LIBRARY does not intend hereby to create a multiple -fiscal year direct or indirect debt
or other financial obligation whatsoever. The performance of those obligations of The PARTICIPATING
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LIBRARY and hereunder requiring budgeting and appropriation of funds are subject to annual budgeting
and appropriations.
15. NON -APPROPRIATIONS
15.] .This Agreement is a commitment of the current revenues of the Library. If Library's governing body or
similarly related entity fails to appropriate sufficient funds in any fiscal year for payments due under this
Agreement, then a non -appropriation event shall be deemed to have occurred. If a non -appropriation
event occurs, (1) Library shall give ODILO immediate notice of such non -appropriation event and
provide written evidence of such failure by Library's applicable governing body and (2) on or before
sixty (60) days from ODILO's receipt of notice of non -appropriation, the parties shall cooperate to
determine an appropriate course of action as it relates to the ODILO services provided under this
Agreement. In the event that after such sixty (60) day period, no determination is reached on payment
and continued provision of services is not possible, then the Agreement and all services hereunder shall
terminate on the first day of the fiscal year in which funds are not appropriated.
Accepted and Agreed to:
By (signature):
Print Name:
Title:
Date:
Rodrigo Rodriguez
CEO, ODILO
November 7 2016
ROUND ROCK PUBLIC
LIBRARY
By C�GG'.t� ► O/
(signatur
Print Name: Laurie Hadley
Title: City Manager r /
Date:
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EXHIBIT A
ODILO
200 S. Wilcox Street. Suite #332
Castle Rock, CO 80104
Website: www.odilo.us
Phone: (248) 766-5866
Prepared by: Mark Eaton
I Uri •
Rhonda Kuiper
Collection Development Et Tech Services Mgr.
Round Rock Public Library
216 E Main St
Round Rock, TX 78664
512-218-3283
DATE 11/7/2016
QUOTE # 1084
CUSTOMER
ID 13387
VALID UNTIL 12/6/2016
DESCRIPTION
LIST PRICE
QUANTITY
DIDSCOUNT
AMOUNT
$ 2,500.00
One Time OdiloTK Set-up and Implementation
$ 2,500.00
Pay -per -Use Deposit Account
$ 2,000.00
$ -
Other
$ 2,000.00
Number of checkouts for 12 Months for
$ 0.15
1,000
$ 150.00
Traditional Loan Content
Marketplace Deposit Account (for purchasing
traditional loan content)
$ 500.00
TBD
$ 500.00
1. Customer will be billed after indicating acceptance of this
quote
2. Payment will be due prior to delivery of service and goods
3. Please sign, scan, and email to mark. eatonCodito. us
4. Proposal valid for 30 days. Prices and availability subject to
change.
5. ODILO shall not be liable for any loss of profits, business,
goodwill, data, interruption of business, or
incidental/ consequential damages related to this agreement.
Invoice date is based on date of provisioning/ installation and not
date of launch by customer. All payments are in USD. All
payments are NET 30 days.
Customer Acceptance (sign below):
x
Print Name:
Subtotal
$ 5,150.00
Taxable
$
Tax rate
Tax due
$ -
Other
$ -
TOTAL $ 5,150.00
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Exhibit B
Digital Rights Management and Product Terms of Use
1. PATRON SUPPORT RESOURCES: PARTICIPATING LIBRARY will provide Primary Support for its Authorized patrons
via e-mail and/or by phone in direct support of all Patron inquiries, issues, and problems relating to the
System.
2. COPYRIGHT PROTECTION, PATRON AUTHENTICATION AND DATA SECURITY
2.1. The PARTICIPATING LIBRARY will take reasonable steps to cooperate with ODILO to prevent
unwarranted intrusion into data managed or maintained by ODILO or on behalf of the library and
acquired in the course of PARTICIPATING LIBRARY operation of Services. This includes reasonable steps
to protect its password and access to the System.
2.2. For Digital Products and Content which PARTICIPATING LIBRARY acquires rights from ODILO through
ODILO's global marketplace (OdiloPlace) for lending to Authorized patrons, the library agrees to
deploy the following practices and methods to respect the copyright protection and Patron
authentication terms of ODILO publishers and suppliers:
2.2.1.The PARTICIPATING LIBRARY will respect and deploy the protection settings as designated by the
publisher or supplier that may restrict copying, sharing, and/or printing.
2.2.2.The PARTICIPATING LIBRARY acknowledges that Digital Product titles license rights purchases will
not entitle the library to access a copy of the title, but will enable its System the right to provide
download access to the title for its Authorized patrons as fulfilled through the Services.
2.2.3.The PARTICIPATING LIBRARY is not granted any license to use titles for any "online" use, except for
the display of Digital Product or Content, cover art, excerpts and metadata as designated by
publisher or supplier and available from ODILO.
2.2.4.The PARTICIPATING LIBRARY will be allowed to loan or "check-out" to Authorized patrons Digital
Products or Content via a download link from the System. PARTICIPATING LIBRARY acknowledges
that all circulating Digital Products will have a predetermined period for an automatic self -expiring
use period or "time-out."
2.2.5.A Digital Product that is checked out by a Patron will not be available for another Patron to check
out unless license rights to multiple copies of the title have been purchased, or until title is returned
to PARTICIPATING LIBRARY digital lending library.
2.2.6.The PARTICIPATING LIBRARY will take reasonable measures to ensure that only authorized patrons
of its Libraries have access to the System for access to Digital Products or Content.
2.2.7. Authorized Patrons may use the Title(s) for personal use only and cannot be transferred to another
person.
2.2.8.Authorized Patrons may not move a Title to more than five (5) additional devices (for a total of six
(6) devices).
2.2.9.The PARTICIPATING LIBRARY through its authorized patron policies may not violate geographic
restrictions on any of the digital content access, if any.
2.3. For Digital Products and Content which the PARTICIPATING LIBRARY acquires rights directly from the
publishers or rights holder for lending to its authorized patrons, the library agrees to abide by the terms of those
agreements with the publishers and ODILO will not be held liable for any breach as a result of any or all of the
PARTICIPATING LIBRARY's failure to comply with terms agreed to with the publishers.
Initials: ODILO Via`` 1 Initials: ROUND ROCK PUBLIC LIBRARY.
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City of Round Rock
ROUND ROCK
TEXAS Agenda Item Summary
Agenda Number:
Title: Consider authorizing a Digital Content and Technology Services Agreement
with Odilo for eBook, Audio book and Media in digital format.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 11/18/2016
Dept Director: Michelle Cervantes
Cost: $5,150.00
Indexes:
Attachments: CMA -Digital Content and Technology Services Agreement, ODILO services
Agreement—Round Rock Public Library
Department: Library Department
Text of Legislative File CM -2016-1242
Consider authorizing a Digital Content and Technology Services Agreement with Odilo for
eBook, Audio book and Media in digital format.
ODILO provides a platform for ebooks and other digital content. We will use the platform
to host Spanish ebooks. ODILO will help us curate a collection of native Latin American
Spanish ebooks for all ages.
$5,150
10020008-5477
Staff Approval
City of Round Rock Page 1 Printed on 1111712016