2024-613-E-IT Dept-Bibliocommons Corp -Software implementation and annual subscription fee

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- 3 -  Notify the User who contributed the content, and provide directions for appealing the removal. Any appeals will be compiled and at least once each month BiblioCommons will review any appeals to assess whether the removed content conforms with the Terms of Use in effect at the time of removal. 2.5 Support. BiblioCommons will use commercially reasonable efforts to support the Services in accordance with the service levels and remedies outlined in Schedule “B” Support Services. 2.6 Service Level. BiblioCommons will use commercially reasonable efforts to provide the Core Service in accordance with the service levels and remedies outlined in Schedule “C” Service Levels. Notwithstanding anything herein to the contrary:  BiblioCommons may interrupt the Service for security purposes;  The Service is dependent on the Internet and availability and performance may be impacted by the availability and performance of the Internet. 2.7 Indemnity. BiblioCommons shall indemnify, hold harmless and defend Subscriber from and against all third party claims, demands, losses, damages, costs and expenses (including reasonable attorneys’ fees) (“Claims”) made against or incurred, suffered or sustained by the Subscriber, in connection with, or relating to, or arising out of any allegation or claim that the Service itself violates or infringes any third party intellectual property rights except to the extent such Claim is related to the acts or omissions of the Subscriber, its Authorized Patrons or any of its respective agents or contractors; provided that, BiblioCommons is provided with (i) prompt written notice of any third party claim; (ii) all necessary assistance, information and authority necessary for BiblioCommons to defend a third party claim and perform its obligations under this Section; and (iii) sole control of the defense of such claim and all associated negotiations. 3. SUBSCRIBER OBLIGATIONS 3.1 Order Forms, Fees and Payment. (a) Order Form. Subscriber shall order a Service by completing and signing an order form, a template of which is set out in Schedule “A” attached hereto (each, an “Order Form”). Each accepted, fully executed Order Form shall become incorporated herein by reference as successive Exhibits (e.g. Exhibit A-1, Exhibit A-2 etc.). In the event that Subscriber’s business practices require a purchase order number be issued prior to payment of any BiblioCommons invoices pursuant to the applicable Order Form, then such purchase order number must be provided to BiblioCommons prior to the activation of the Service. Subscriber’s execution and return of the applicable Order Form to BiblioCommons without designating a purchase order number shall be deemed an acknowledgement that no purchase order number is required for payment of the invoices hereunder. Additionally, terms, provisions or conditions on any purchase order, acknowledgment, or other business form or writing that Subscriber may use in connection with the provision of Service(s) from BiblioCommons will have no force and effect on the rights, duties or obligations of the Parties, regardless of any failure of BiblioCommons to object to such terms, provisions or conditions. (b) Fees. All Fees are exclusive of amounts payable as tax or any other registration or operating fee that may be levied against BiblioCommons by national, state or local authorities in whose jurisdiction Subscriber operates and that pertain to the provision of the Service during the Term. Such amounts will be payable by Subscriber. Fees are based on Services purchased, not actual usage. Payment obligations are non-cancelable and Fees paid are non-refundable. The price actually charged for a specific Service will be the price in effect at the time the Service is requested. On the anniversary date of an Order Form, BiblioCommons reserves the right to increase the Fees for the Services upon notice to the Subscriber. BiblioCommons reserves the right to modify its Fees, charges and/or to introduce new charges at any time, upon at least ninety (90) days prior notice to Subscriber, effective upon the next Renewal Term. (c) Payment Terms. Intentionally omitted. 3.2 Technical Requirements. Subscriber ILS and bibliographic and patron data shall meet minimum standards attached and incorporated as Schedule “D” (the “Technical Requirements”). 4. INTELLECTUAL PROPERTY RIGHTS 4.1 Ownership of Intellectual Property Rights. As between BiblioCommons and Subscriber, all rights, title and interest, including all Intellectual Property Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679