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a) General. Institution agrees not to use, and not to allow third parties including users to use the Products or Services: (a)to
<br /> distribute viruses,worms,Trojan horses, corrupted files,or other items of a destructive or deceptive nature; (b)to engage
<br /> in or promote any unlawful, invasive, infringing, defamatory, or fraudulent activity; (c) to violate, or encourage the
<br /> violation of,the legal rights of others;(d)to interfere with the use of a Product or Service,or the equipment used to provide
<br /> Products or Services;(e)to use the Products or Services,or any part thereof,in a manner that violates the terms of service
<br /> of any other Products or Services; (f) to generate, distribute, publish or facilitate unsolicited mass email, promotions,
<br /> advertisings or other solicitations ("spam"); (g) to alter, reverse-engineer, interfere with, circumvent, copy, or create a
<br /> derivative work of,any aspect of the Product or Service(except with the express,written consent of OCLC or applicable
<br /> law specifically prohibits this restriction);(h)to omit,obscure or hide from any user any notice of a limitation of warranty,
<br /> disclaimer, copyright, patent, trademark, trade secret or usage limitation or any splash screen or any other terms or
<br /> conditions intended to be displayed to a user by OCLC or OCLC supplier; or(i)to post, send, or make available software
<br /> or technical information in violation of applicable export controls laws. Institution agrees that OCLC is authorized to
<br /> monitor communications into and out of the System to prevent the introduction of viruses or other hostile code,to prevent
<br /> intrusions,provide support, and to otherwise enforce the terms of this Agreement. Institution agrees to reimburse OCLC
<br /> for all reasonable and verifiable costs associated with OCLC's compliance with governmental requests relating to
<br /> Institution or Institution Data, including,but not limited to,warrants, subpoenas, and judicial orders.Notwithstanding the
<br /> foregoing and to the extent permitted by law and law enforcement,OCLC will make reasonable efforts to notify Institution
<br /> when a disclosure of Institution Data has or is to be made.
<br /> b)Credentials. Institution shall exercise all commercially reasonable efforts to prevent unauthorized use of the Products and
<br /> Services and is solely responsible for any and all use, including unauthorized use, of the Products and Services initiated
<br /> using Institution's credentials. Institution shall immediately notify OCLC of a suspected or actual loss,theft or disclosure
<br /> of any credentials and of any unauthorized use of a Product or Service. Should OCLC become aware of unauthorized use
<br /> of Institution's credentials or unauthorized access to a Product or Service, OCLC may notify Institution and deactivate
<br /> affected credentials.OCLC will provide Institution with administrative credentials to access and use the applicable Product
<br /> or Service. Institution is responsible for authorizing user access to the Products or Services, assigning privileges, and
<br /> creating,maintaining,and terminating accounts.
<br /> c) Enforcement by OCLC. OCLC reserves the right to: (i)investigate any violation of this AUP or misuse of Products or
<br /> Services; (ii)enforce this AUP; and(iii)remove or disable access, screen, or edit any Institution Data that violates these
<br /> provisions.Without limitation,OCLC also reserves the right to report any activity(including the disclosure of appropriate
<br /> Institution Data) that it suspects violates any law or regulation to appropriate law enforcement, regulators, or other
<br /> appropriate third parties. OCLC may cooperate with appropriate law enforcement by providing network and systems
<br /> information related to allegedly illegal or harmful content. VIOLATION OF THIS AUP MAY RESULT IN THE
<br /> SUSPENSION OF OCLC SERVICES AND SUCH OTHER ACTION AS OCLC REASONABLY DEEMS
<br /> APPROPRIATE. REPEATED OR WILLFUL VIOLATION OF THIS AUP MAY, IN OCLC'S SOLE DISCRETION
<br /> RESULT IN THE TERMINATION OF THE AGREEMENT,ANY SCHEDULE,OR OCLC SERVICE.
<br /> Section 11 Warranties
<br /> OCLC warrants that any Professional Services will be performed in a professional and workman-like manner and that, when
<br /> operated in accordance with the Product Description,the Products and Hosted Services will be capable of performing substantially
<br /> in accordance with the functional specifications set forth in such Product Description. If any Products or Services fail to comply
<br /> with the warranty set forth above,OCLC will make reasonable efforts to correct the noncompliance provided that OCLC is given
<br /> notice of the noncompliance within 30 days and OCLC is able to reproduce the noncompliance.If OCLC is unable to correct the
<br /> noncompliance, Institution may terminate the Schedule for the relevant Product or Hosted Service in accordance with Section
<br /> 5.2(c)and,as its sole remedy,will be entitled to a refund of an equitable portion of fees paid for the relevant Product or Hosted
<br /> Service after such noncompliance was reported. OCLC and Institution each warrant that its entry into this Agreement does not
<br /> violate any other agreement to which it is a party,and that its performance under this Agreement will be in conformance with all
<br /> applicable laws and government rules and regulations.Institution warrants that it possesses all rights necessary to enter into this
<br /> Agreement and grants the rights described in this Agreement such that OCLC will not infringe upon or otherwise violate any
<br /> intellectual property rights or other rights of a third party or violate any laws by exercising the rights and licenses granted under
<br /> this Agreement.To the extent permitted by law,Institution hereby indemnifies OCLC from any such claims in this respect.
<br /> Section 12 General
<br /> 12.1 OCLC Membership. As a subscriber to OCLC's Services and Products as described in this Agreement,Institution—and
<br /> each library owned or operated by Institution—may be eligible for membership in the OCLC cooperative. Membership
<br /> qualifications for the OCLC cooperative as stated in Attachment D or
<br /> at http://www.ocic.org/content/dam/ocic/membership/Membership-Criteria-FY15.pdf. If Institution's subscription
<br /> qualifies it as a member,Institution permits OCLC Member Relations to contact its library staff directly in separate
<br /> communications,to provide new member information regarding voting and updates,Member groups,councils,and events,
<br /> for OCLC Global and Regional Councils specific to Institution's region. As a member, Institution agrees to abide by the
<br /> requirements and policies applicable to OCLC members.
<br /> 12.2 No Assignment. Institution may not assign, without the prior written consent of OCLC, any rights, duties, or obligations
<br /> under this Agreement to any person or entity,in whole or in part.
<br /> 12.3 Independent Contractors.The relationship of the parties is that of independent contractors,and no agency,employment,
<br /> partnership,joint venture,or any other relationship is created by this Agreement.
<br /> Everett Public Library 20170701 Page 5 of 13 OCLC Master Services Agreement
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