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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 14 of 6 <br /> IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGMENT. <br /> BIBLIOLABS MAKES NO WARRANTIES THAT: (A) BIBLIOBOARD OR ANY ANTHOLOGY WILL MEET LICENSEES OR <br /> ITS AUTHORIZED USERS REQUIREMENTS,OR BE UNINTERRUPTED,TIMELY,SECURE,OR ERROR FREE,OR(B) <br /> THAT DEFECTS IN THE PLATFORM OR THE PLATFORM'S CONTENT WILL BE CORRECTED. NO ORAL OR WRITTEN <br /> INFORMATION OR ADVICE GIVEN BY BIBLIOLABS OR ITS REPRESENTATIVE AGENTS SHALL CREATE A <br /> WARRANTY. LICENSEE OR ITS AUTHORIZED USERS IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO THEIR <br /> DEVICE OR LOSS OF DATA AS A RESULT OF LICENSEE OR ITS AUTHORIZED USERS DOWLOANDING, UPLOADING, <br /> ACCESSING,VIEIWING,TRANSMITTING,OR RECEIVING MATERIAL OR CONTENT FROM BIBLIOBOARD. <br /> 12. LIMITATION OF LIABILITY. IN NO EVENT SHALL BIBLIOLABS BE LIABLE TO LICENSEE OR ITS AUTHORIZED USERS <br /> OR ANY THIRD PARTY FOR ANY INDIRECT,CONSEQUENTIAL, EXEMPLARY, INCIDENTAL,SPECIAL OR PUNITIVE <br /> DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM LICENSEE'S OR ITS AUTHORIZED USERS'USE OF <br /> BIBLIOBOARD, EVEN IF BIBLIOLABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. <br /> NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, BIBLIOLABS' LIABILITYTO LICENSEE <br /> OR ITS AUTHORIZED USERS FOR ANY CAUSE OF ACTION WHATSOEVER AND REGARDLESS OF THE FORM OF <br /> THE ACTION,WILL AT ALL TIMES BE LIMITED TO THE AMOUNT, IF ANY, PAID BY LICENSEE TO BIBLIOLABS <br /> DURING THE TERM OF THIS AGREEMENT. <br /> 13. MISCELLANIOUS. <br /> a. Relationship of the Parties. Nothing contained in this Agreement will create a partnership,joint <br /> venture,or agency relationship between the parties.The parties will act as independent contractors <br /> hereunder,and neither will have the authority to bind the other with respect to any third party. <br /> b. Severance. If any provision of this Agreement is held to be invalid,such invalidity will not affect the <br /> remaining provisions. <br /> c. Waiver.The failure of Bibliol-abs to enforce any provision of this Agreement will not constitute a <br /> waiver of its rights to subsequently enforce the provision.The remedies specified in this Agreement <br /> are in addition to any other remedies that may be available to it at law or in equity. <br /> d. GOVERNING LAW.The laws of the State of South Carolina shall govern without regard to its conflict <br /> of laws provisions. You agree to submit to the exclusive personal jurisdiction of a competent court in <br /> the State of South Carolina. Bibliol-abs'failure to exercise or enforce a right or term of this <br /> Agreement shall not be construed as a waiver of such rights. If any provision of this Agreement is <br /> found by a court of competent jurisdiction to be invalid,the other provisions shall remain in full force <br /> and effect. Licensee agrees that regardless of any statute or law to the contrary,any claim or cause <br /> of action Licensee has against Bibliol-abs arising out of or related to use of the Application or any <br /> Collection must be filed within one(1)year after such claim or cause of action arose or it shall be <br /> forever barred. <br /> e. Notices. All notices given pursuant to this Agreement shall be in writing and may be delivered by <br /> hand, mail,or facsimile or email. Either party may from time to time change its Notice Address by <br /> written notice to the other party. <br /> If to BiblioLabs If to Licensee <br /> Attention:Andrew Roskill Attention:Anne Pusey <br /> Address: 100 Calhoun St.Suite 200 Address: Orange County Public Library <br /> Charleston,SC 29401 137 W Margaret Ln, Hillsborough, NC 27278 <br /> Email: roskilla @bibliolabs.com I Email: apusev @orangecountync.gov <br /> Orig._9/25/2012 <br />