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8.3 Nondisclosure of Internal Data. OCLC shall hold all Internal Data in strict confidence and with the same standard of
<br /> care it uses to protect its own information of a similar nature and shall not use Internal Data for any purpose other than to
<br /> provide the Service or as may be authorized in writing by Institution. OCLC shall not disclose Internal Data to any other
<br /> party except: (a)to OCLC employees, agents, subcontractors and service providers, to whom Internal Data needs to be
<br /> disclosed for the purpose of providing the Service; (b) as required by law, or to respond to duly authorized information
<br /> requests of police and governmental authorities or to comply with any facially valid subpoena or court order;(c)to protect
<br /> the rights or property of OCLC or OCLC customers,including the enforcement of OCLC agreements or policies governing
<br /> Institution's use of the Service; (d)to involve and cooperate with law enforcement or the appropriate legal authorities in
<br /> investigations,and to protect Systems and OCLC's customers,or(e)as authorized by Institution in writing.
<br /> 8.4 Prohibitions. Institution expressly warrants that it will not enter, submit, transfer, or store in the Service any of the
<br /> following types of information: Social Security Numbers (or other national identification numbers), financial account
<br /> numbers, credit card or debit card numbers. OCLC will have no liability, and Institution expressly releases OCLC from
<br /> any liability,associated with the loss,theft,disclosure or misuse of such information.
<br /> 8.5 Data Transfer. As part of providing Services, OCLC may store and process Institution Data in the United States or any
<br /> other country in which OCLC or its affiliates, subsidiaries, or agents maintain facilities. By using the Service, Institution
<br /> consents to this transfer, processing, and storage of Institution Data to or by OCLC, its service providers, and affiliates
<br /> subsidiaries or agents,over state and international borders as necessary to provide the Service in accordance with OCLC's
<br /> standard business practices.
<br /> 8.6 Unauthorized Disclosures. OCLC will promptly notify Institution in the event of a verified breach of non-public personal
<br /> data unless such breach is unlikely to result in material harm to Institution or the data subject,or as otherwise provided by
<br /> law. Institution agrees that it shall be Institution's sole responsibility to determine whether a breach is subject to state,
<br /> federal or national breach notification laws and requires breach notification ("Breach Notification"). In the event that
<br /> Institution determines that a breach requires Breach Notification, OCLC agrees that it will reasonably cooperate with
<br /> Institution in regard to Institution's Breach Notification obligations as specified in the applicable law, including
<br /> Institution's investigation, enforcement, monitoring, document preparation, Breach Notification requirements, and
<br /> reporting.Institution shall be solely responsible for notifying all individuals subject to Breach Notification,however OCLC
<br /> reserves the right to first review all notifications before they are sent.
<br /> Section 9 Limitation of Liability
<br /> NEITHER PARTY WILL HAVE LIABILITY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL,
<br /> INCIDENTAL,OR PUNITIVE DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT
<br /> OR THE PRODUCTS AND SERVICES, INCLUDING BUT NOT LIMITED TO ANY UNAUTHORIZED ACCESS TO,OR
<br /> ALTERATION, THEFT, LOSS, INACCURACY, OR DESTRUCTION OF INFORMATION OR DATA COLLECTED,
<br /> STORED, DISTRIBUTED, OR MADE AVAILABLE VIA THE PRODUCTS AND SERVICES, INSTITUTION'S USE OR
<br /> INABILITY TO USE THE PRODUCTS AND SERVICES, ANY CHANGES TO OR INACCESSIBILITY OF THE
<br /> PRODUCTS AND SERVICES,ANY DELAY OR FAILURE OF THE SERVICES,OR FOR LOST PROFITS,OR COSTS OF
<br /> PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, EVEN IF OCLC OR INSTITUTION HAS BEEN ADVISED
<br /> OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT,A PARTY'S LIABILITY TO THE OTHER PARTY FOR
<br /> ANY REASON AND UPON ANY CAUSE OF ACTION WILL BE LIMITED TO AN AMOUNT EQUAL TO THE AMOUNT
<br /> INSTITUTION ACTUALLY PAID OCLC FOR THE INDIVIDUAL IMPLICATED OCLC PRODUCTS OR SERVICES
<br /> COVERED UNDER THIS AGREEMENT OVER THE 12 MONTHS PRIOR TO WHICH SUCH CLAIM AROSE. THIS
<br /> LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, BUT NOT LIMITED TO,
<br /> BREACH OF CONTRACT,BREACH OF WARRANTY,NEGLIGENCE, STRICT LIABILITY,MISREPRESENTATIONS,
<br /> AND OTHER TORTS. FEES UNDER THIS AGREEMENT ARE BASED UPON THIS ALLOCATION OF RISK. THIS
<br /> SECTION WILL NOT APPLY TO DAMAGES THAT CANNOT BE LIMITED OR EXCLUDED BY LAW (IN WHICH
<br /> EVENT THE LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED).
<br /> Section 10 Use of Products and Services
<br /> 10.1 Institution Data
<br /> a) Ownership. Institution,and/or its suppliers and affiliates,retains all right,title and interest(including,without limitation,
<br /> all proprietary rights) to Institution Data, except for rights granted to OCLC and its affiliates under this Agreement.
<br /> Institution is solely responsible for the accuracy, completeness, and legality of Institution Data. Institution is responsible
<br /> for obtaining all permission and other rights necessary to provide Institution Data to OCLC. Institution will not provide
<br /> OCLC with Institution Data that Institution does not have the right to provide for use in connection with the Products or
<br /> Services.
<br /> b)License Rights. Institution grants OCLC a global,non-exclusive,royalty-free,transferable and sub-licensable right to use
<br /> the Internal Data to the extent necessary for the provision of the Products and Services. Institution grants OCLC, OCLC
<br /> participants,non-participant users,and OCLC designees a global,perpetual,non-exclusive,royalty-free,transferable,and
<br /> sub-licensable right to host, reproduce, transmit, store, publish, distribute, modify, create derivative works from, and
<br /> otherwise use Shared Data. Institution Data shall be supplied to OCLC in a format compatible for use with the Products
<br /> and Services.
<br /> 10.2 Not Used.
<br /> 10.3 Acceptable Use Policy("AUP")
<br /> Everett Public Library 20170701 Page 4 of 13 OCLC Master Services Agreement
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