OCLC 12/18/2018 - Laserfiche WebLink

12.4 Force Majeure. Neither party shall be responsible for losses or damages to the other occasioned by delays in the performance or the non-performance of any of said party's obligations(other than the obligation to make payments when due) when caused by acts of God, acts of the other party or any other cause beyond the control of said party and without its fault or negligence. 12.5 Non-Waiver. A failure or delay in enforcing an obligation under this Agreement does not prevent enforcement of the provision at a later date.A waiver of a breach of one obligation does not amount to a waiver of any other obligation, and it will not prevent a party from subsequently requiring compliance with that obligation. 12.6 Severability. If any provisions of this Agreement shall be found by any court of competent jurisdiction to be invalid or unenforceable,the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement. 12.7 Entire Agreement. This Agreement and any Schedules constitute the complete agreement between the parties and supersedes and replaces all prior agreements, oral and written, between the parties relating to the subject matter of this Agreement.If Institution's accounting representatives require the use of a purchase order to facilitate payment for Products and Services contemplated in this Agreement, Institution agrees any and all terms and conditions contained in such purchase order are null and void,and do not apply to this Agreement.OCLC will provide invoices in response to purchase orders solely to facilitate payment and for the convenience of Institution;in no case,however,will OCLC's issuance of an invoice constitute an acceptance of terms contained in a purchase order. OCLC provides Services and Products to Institution solely pursuant to this Agreement;OCLC shall never provide Services or Products pursuant to,or as a result of, a purchase order. Except as otherwise provided herein,this Agreement may not be amended or supplemented except in a writing duly executed by both parties. 12.8 Notice. Except as stated elsewhere in the Agreement all notices shall be in writing and shall be deemed sufficient if(a) received by a party via e-mail to the e-mail address for such party set forth in Section 1, (b)delivered by hand, or(c)sent by certified or registered mail,return receipt requested,to the address for such party set forth in Section 1,or to such other address as has been furnished by means of a notice given in accordance with this Section. Notice Address for OCLC: OCLC, Inc. 6565 Kilgour Place Dublin, Ohio 43017-3395 FAX: 614-764-0740 Attention:Legal Department E-mail: legal@ocic.org 12.9 Counterparts.This Agreement may be executed in counterparts and/or via facsimile transmission or electronic copy,any one or form of which will be deemed to constitute an original,but all of which will constitute one instrument. Section 13 Special Terms for Group Orders Only Where a lead institution in a consortium (the "Group Administrator") is ordering on behalf of itself and other consortium members, Section 13 applies: 13.1 Ordering. Group Administrator may order the Service on behalf of consortium members by completing the relevant portions of the agreed upon pricing or order document and agreeing to this Agreement. Group Administrator also orders and allocates authorizations and passwords for the Service on behalf of consortium members listed on the agreed upon pricing or order document. Group Administrator is not a buyer of the Service for resale. Any material change in group membership or group participation may result in commensurate changes in the fees for the applicable Service. 13.2 Consortium Member's Agreement. Group Administrator warrants, as the consortium agent, that it is authorized to and hereby binds consortium members to this Agreement and shall indemnify OCLC from all loss,expense and damage arising from a breach of such warranty.Group Administrator shall provide each consortium member with a copy of this Agreement prior to Product and Service activation. Each order for consortium members shall constitute a binding contract between OCLC and the consortium member. 13.3 Payment by Group Administrator. Group Administrator shall be liable for paying to OCLC all charges and applicable taxes for consortium members for the Products and Services in accordance with the terms of this Agreement. 13.4 Non-exclusivity. Nothing herein shall limit OCLC's right to distribute any Products or Services independent of Group Administrator. Everett Public Library 20170701 Page 6 of 13 OCLC Master Services Agreement