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Section 5 Term and Termination
<br /> 5.1 Term. This Agreement shall commence on the Effective Date and shall remain in full force and effect for 1 year and
<br /> automatically renew each year until all active Schedules are terminated in accordance with Section 5.2. Unless otherwise
<br /> specified in a pricing document, individual Schedules shall commence upon execution and shall remain in full force and
<br /> effect for the duration that Institution has access to the applicable Products or Services.
<br /> 5.2 Termination.This Agreement or individual Schedules may be terminated in one of the following ways:
<br /> a) By either party, effective at the end of the initial subscription period or any renewal period,by providing the other party
<br /> with at least 30 days prior written notice of its desire to not renew a Product or Service;
<br /> b)By either party if the other party becomes insolvent, makes a general assignment for the benefit of creditors, suffers or
<br /> permits the appointment of a receiver for all or a substantial part of its property, is subject to any proceeding under any
<br /> bankruptcy or insolvency law, or has wound up or liquidated,voluntarily or otherwise;
<br /> c)By the non-breaching party if a party commits a material breach of its obligations under this Agreement and has not cured
<br /> such breach or failure within 30 days of receiving written notice from the non-breaching party. OCLC reserves the right,
<br /> however,to immediately suspend Institution's access to the OCLC Services in the event of Institution's material breach
<br /> until such time as the material breach is cured;or
<br /> d)As otherwise explicitly provided in this Agreement.
<br /> 5.3 Effect of Termination. Termination of this Agreement shall terminate all Schedules, termination of a Schedule will not
<br /> terminate the Agreement or any other Schedule. Upon termination of this Agreement or any Schedule,the rights granted
<br /> by OCLC in the applicable Schedule or Agreement are terminated unless otherwise provided in such Schedule. After
<br /> termination and upon request,OCLC will promptly return or destroy all applicable Institution Data,except however,OCLC
<br /> may retain Institution Data in back-up files provided that the confidentiality and security obligations contained herein shall
<br /> apply. OCLC will provide Institution access to Institution Data for 90 days after the effective date of termination, after
<br /> which,OCLC shall have no obligation to maintain any Institution Data.
<br /> Section 6 Fees and Payment Terms
<br /> 6.1 Fees. Institution shall pay the applicable charges based on their agreed upon pricing document or, in the absence of an
<br /> agreed upon pricing document,OCLC's prevailing price for the Products and Services.Fees are exclusive of any taxes and
<br /> shall be paid in the currency and to the address stated on the invoice.Institution shall pay such tax to OCLC or other entity,
<br /> as appropriate.Institutions exempt from taxation shall supply a valid exemption certificate upon request.Institution's failure
<br /> to fully pay any fees or taxes within 60 days after the applicable due date will be deemed a material breach of this Agreement,
<br /> justifying OCLC's suspension of Products and Services.
<br /> 6.2 Price Changes. OCLC reserves the right to change any price/fee,provided that OCLC provides Institution written notice
<br /> of the change at least 60 days prior to the date the change is to become effective.Notwithstanding the foregoing, OCLC
<br /> will not change any prices/fees contained in an agreed to price quote or renewal notice prior to the expiration of the quote
<br /> or renewal notice.
<br /> 6.3 Non-refundable. Institution will not be entitled to a refund of any implementation or pre-paid fees under this Agreement
<br /> unless (i) OCLC terminates the Agreement or a Schedule pursuant to Section 5.2 (a), or (ii) Institution terminates the
<br /> Agreement or a Schedule pursuant to Section 5.2 (c); in which event, OCLC will refund that portion of fees pre-paid by
<br /> Institution corresponding to the period after termination.
<br /> Section 7 Disclaimer
<br /> EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,THE PRODUCTS AND SERVICES ARE PROVIDED"AS
<br /> IS" AND OCLC AND ITS THIRD PARTY SUPPLIERS DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES
<br /> OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE PERFORMANCE OF THE PRODUCTS OR
<br /> SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS
<br /> FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ANY IMPLIED WARRANTY ARISING BY USAGE OF
<br /> TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. OCLC MAKES NO REPRESENTATIONS OR
<br /> WARRANTIES THAT THE PRODUCTS AND SERVICES WILL ALWAYS BE ACCESSIBLE, FREE OF HARMFUL
<br /> COMPONENTS, ACCURATE OR ERROR-FREE. IN NO EVENT WILL OCLC BE LIABLE FOR ANY LOSS ARISING
<br /> OUT OF FAILURE OF THIRD-PARTY PRODUCTS OR SERVICES OR OTHER EVENTS OUTSIDE OF OCLC'S
<br /> REASONABLE CONTROL. THIS SECTION WILL NOT APPLY TO DAMAGES THAT CANNOT BE EXCLUDED BY
<br /> LAW(IN WHICH EVENT THE LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED).
<br /> Section 8 Privacy and Security
<br /> 8.1 Data Security. OCLC has implemented and shall maintain commercially appropriate,reasonable and customary controls
<br /> to ensure the security, confidentiality, and protection against unauthorized access to, use, or disclosure of Internal Data.
<br /> Institution shall obtain and maintain all necessary consents from all users for OCLC to provide the Service and for
<br /> Institution's and users' access,monitoring,use,disclosure,and transfer of Internal Data.
<br /> 8.2 Audit. OCLC will(i)implement administrative,physical, and technical safeguards in accordance with accepted industry
<br /> practices including conducting audits in accordance with the ISO/IEC 27001 standard(or subsequent comparable standard)
<br /> and (ii) as reasonably requested by Institution, provide Institution with a copy of the certificate of registration for such
<br /> standard along with any relevant reported deficiencies regarding non-compliance together with corrective action plans for
<br /> addressing such deficiencies identified in the report.
<br /> Everett Public Library 20170701 Page 3 of 13 OCLC Master Services Agreement
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