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Section 2 Scope&Construction This Agreement 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. In case of a conflict in terms between the MSA and any applicable Schedule,the terms and conditions of the Schedule shall prevail. If Institution orders additional Products or Services after its initial order and such order includes a master services agreement with the Schedule,this initial,executed MSA controls in lieu of such attached master services agreement. Section 3 Definitions 3.1 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. 3.2 Holdings Data means all the ownership and license data in relation to Institution's collection (including electronic resources). 3.3 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. 3.4 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 that is produced, sent or reproduced through the Services by the Institution or made available to OCLC in connection with the Services. 3.5 Internal Data means Institution Data intended exclusively for internal use by the Institution. 3.6 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. 3.7 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. 3.8 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. 3.9 Services mean the Hosted Services and Professional Services. 3.10 Shared Data means 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 Bibliographic Data,Holdings Data,and other data not considered Internal Data. 3.11 Systems mean the facilities,server(s),equipment,operating software,and connectivity used to provide the Services. 3.12 WorldCat means the databases of Bibliographic Data,Holdings Data,and related files maintained by OCLC. Section 4 Products and Services 4.1 General. OCLC will provide Institution those Products and Services to which it subscribes, in accordance with this Agreement and as described in the version of each Product or Service's respective Product Description active on the Effective Date.Product Descriptions and brochures can be found at https://www.ocic.org/en/services.html.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. 4.2 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. 4.3 Modifications. OCLC may change or modify a Product or Service from time to time in its discretion. OCLC shall notify Institution should there be any 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. 4.4 Support. Support services will be provided in accordance with the support service description in the Service Level Agreement,attached hereto as Attachment A.Generally email support is available at supportna,ocic.org 24/7 and telephone support is available at 1-800-848-5800, 8:00 AM to 7:00 PM EST.,Monday through Friday. 4.5 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. 4.6 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. Everett Public Library 20170701 Page 2 of 13 OCLC Master Services Agreement