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DocuSign Envelope ID: 5D81CA78-2502-4FE4-8A8D-C5E65FA27ED7 <br /> EXHIBIT 1 <br /> BiblioLabs, LLC <br /> BiblioBoard Terms of Use and Conditions for Institutions and Libraries <br /> Page 13 of 6 <br /> d. In the event of any unauthorized use of BiblioBoard or an Anthology(including Content) by an <br /> Authorized Use, (1) Bibliol-abs may terminate such Authorized User's access to BiblioBoard, (2) <br /> Bibliol-abs may terminate the access of the Internet Protocol ("I P")address(es)from which such <br /> unauthorized use occurred,and/or(3)the Licensee may terminate such Authorized User's access to <br /> BiblioBoard upon BiblioLabs' request. BiblioLabs shall take none of the steps described in (1)through <br /> (3)without first providing reasonable notice to the Licensee(in no event less than 30 days)and <br /> cooperate with the Licensee to avoid recurrence of any unauthorized use. <br /> e. In the event of repeated unauthorized use of BiblioBoard or any Anthology(including Content) by the <br /> Authorized Users of a Licensee, BiblioLabs reserves the right to terminate Licensee's(and all its <br /> Authorized Users')access to BiblioBoard immediately and without notice. <br /> 7. Responsibility of Authorized Users. <br /> a. An Authorized User is responsible for maintaining the confidentiality and security of his username <br /> and/or password (if such are provided),and for all usage or activity on BiblioBoard initiated from his <br /> credentials. An Authorized User may not provide access to BiblioBoard to anyone else, including by <br /> setting up an anonymous remailer for purposes of allowing access to BiblioBoard. <br /> b. An Authorized User shall promptly notify BiblioBoard and where applicable the Licensee,of any <br /> known or suspected unauthorized use(s)of his account or BiblioBoard,or any known or suspected <br /> breach of security, including loss,theft,or unauthorized disclosure or use of his username, password, <br /> and or/IP address(es). Any use of BiblioBoard beyond the scope of or in violation of these Terms and <br /> Conditions of Service, knowing use of any password or username of another,or any fraudulent or <br /> abusive,or otherwise illegal activity, may(in addition to all other remedies available to Bibliol-abs at <br /> law or in equity) be grounds for termination of an account or termination of access to BiblioBoard for <br /> that I address,without notice and at Bibliol-abs's sole discretion. <br /> 8. Term,Fees and Payment. The term of this license shall be for one(1)year. Licensee shall make a payment to <br /> Bibliol-abs for the license pursuant to the pricing terms set out in Schedule A of this Agreement. <br /> 9. Termination. Except as otherwise provided in this Agreement, in the event that either party believes that the <br /> other has materially breached any obligations under this Agreement,or if Bibliol-abs believes that Licensee has <br /> exceed the scope of the License,such party shall notify the breaching party in writing. The breaching party <br /> shall have 60 days from the receipt of notice to cure the breach and notify the non-breaching party that the <br /> cure has been effected. If the breach is not cured within 60 days the non-breaching party shall have the right <br /> to terminate the Agreement without further notice. Upon Termination of this Agreement for cause access to <br /> BiblioBoard by Licensee and its Authorized Users shall be terminated. Authorized copies of any Anthology <br /> downloaded may be retained by Licensee or its Authorized User and shall continue to be subject to the terms <br /> of this Agreement. <br /> 10. Confidential Information. Licensee agrees to maintain the confidentiality of any data relating to the use of <br /> BiblioBoard by Licensee and its Authorized Users. Such data may be used by Licensee solely for internal <br /> monitoring purposes, unless such other use is approved by Bibliol-abs. However, information relating to the <br /> identify of specific users and/or uses shall not be provided to any third party, unless such disclosure is required <br /> by subpoena,court order or other legal proceeding. <br /> 11. DISCLAIMER OF WARRANTY. LICENSEE AND ITS AUTHORIZED USERS EXPRESSLY ACKNOWLEDGE AND AGREE <br /> THAT USE OF BIBLIOBOARD AND ANY ANTHOLOGY IS AT THEIR SOLE RISK AND THAT THE ENTIRE RISK AS TO <br /> SATISFACTORY QUALITY, PERFORMANCE,ACCURACY AND EFFORT IS WITH THE LICENSEE AND ITS <br /> AUTHORIZED USER. BIBLIOBOARD AND ANY ANTHOLOGY IS PROVIDED TO YOU ON AN "AS IS"AND"AS <br /> AVAILABLE" BASIS. BIBLIOLABS EXPRESSLY DISCLAIMS ANY WARRANTIES, REPRESENTATIONS,GUARANTEES <br /> AND CONDITIONS OF ANY KIND WHETHER EXPRESS,OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE <br /> Orig._9/25/2012 <br />