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Please return this copy to the Clerk's to the Board's <br /> —office for permanent agenda file. <br /> Master Service Agreement Between Orange County Public Library and Tutor.com <br /> THIS MASTER SERVICE AGREEMENT, made as of September 1, 2012 ("Effective Date")by and <br /> between Tutor.com, Inc. ("Tutor.com")with its principal offices at 9 East 40"' Street, 2nd Floor,New <br /> York,NY 10016, and Orange County Public Library(the"Client")with its principal offices at 137 W. <br /> Margaret Ln, Hillsborough,NC 27278 sets forth the agreement and mutual understandings of <br /> Tutor.com and the Client with respect to the delivery by Tutor.com and the purchase by the Client of <br /> the services as set forth in the then current service order(each a"Service Order"and collectively,the <br /> "Service Orders"),the first of which is attached hereto as Exhibit A(the"Services"). For purposes of <br /> the parties' understanding the"Agreement" between the parties shall consist of the terms and <br /> conditions set forth in this Master Service Agreement,the Service Orders, and any other agreements <br /> attached hereto or subsequently signed by both of the parties and that reference this Master Service <br /> Agreement(collectively"the Agreement"). <br /> 1. License. <br /> a. Grant. Tutor.com hereby grants to the Client a non-exclusive non-transferable, limited license <br /> to use the Services during the Term(as defined below), subject to the terms and conditions set <br /> forth in this Agreement. Tutor.com hereby grants to the Client the right to permit its <br /> authorized users to use the Services in accordance with the terms of the Client's permitted use <br /> under this Agreement. <br /> b. Limitation to Grant. Except as set forth herein or in any attachment to this Agreement, the <br /> Client shall not use the Services in any manner to provide communication Services to any <br /> third party, nor shall the Client sublicense, transfer or distribute the Services, or any portion <br /> thereof, to any third party. Client acknowledges that no source code or technical level <br /> documentation is licensed under this Agreement, and that Tutor.com reserves all other rights <br /> to the Services, including without limitation the right to access and modify the Services for <br /> training,maintenance, upgrades, and security purposes. <br /> 2. Setup. <br /> a. Tutor.com shall set up and deliver to the Client the Services for launch on a date mutually <br /> agreeable to the parties. <br /> b. The Client shall provide Tutor.com with all information needed to develop and launch the <br /> Services. <br /> 3. User Information Is Strictly Confidential Absent Extraordinary Circumstances. Tutor.com <br /> will not disclose to any third party any personal information that would permit identification <br /> of a User without first obtaining the prior written consent of the Client unless Tutor.com <br /> believes that an immediate disclosure may be necessary to protect someone's physical safety <br /> (for example if a User tells a tutor that he "has a gun and is going to shoot someone"), or if <br /> otherwise required by law(such as a court order). <br /> 4. Payment. The Client hereby agrees to pay Tutor.com the amounts set forth in the Service <br /> Orders. Payment shall be made to Tutor.com within 30 days of properly submitted invoice. In <br /> the event that the amount of an invoice is disputed, Client may withhold payment of the <br /> disputed amount until the parties resolve the dispute. Payment obligations shall survive <br /> termination of the Term. <br /> 5. Representations. Each of Tutor.com and the Client represents, warrants and covenants to the <br /> other that: <br /> Tutor.com Standard Master Service Agreement(MSA)—revised March 2011 Page I of 8 <br />