1. License Grant. Subject to the terms of this Agreement, Library and Information Resources Network, Inc. and its affiliates (“LIRN”) hereby grant to Customer a non-exclusive, non-transferable license (the “License”) for Customer and its Authorized Users to access and use the products and services listed on Customer’s approved Quote (the “Service”) solely at Customer’s principal location and those locations listed on the Additional Sites Schedule. Access and use of the Service is only for the internal, research purposes of Customer and/or its Authorized Users as further described in Exhibit A. Additional Sites may be added upon written notice to LIRN and payment of additional fees, if applicable. Customer does not acquire any intellectual property ownership in the Service or any associated software, systems, documentation, content, other materials and/or improvements made thereto, including improvements based upon customer feedback. All such rights and interests remain in LIRN and its licensors.

2. Authorized Users. “Authorized User” means only: (a) For schools and other academic institutions: currently enrolled students, faculty, staff, and visiting scholars, as well as walk-in patrons while they are on-site; and (b) For other types of organizations: employees and independent contractors, while performing their work. Authorized Users excludes Customer’s corporate affiliates, academic bookstores, and alumni unless those users are expressly included and reflected on the Quote or Additional Sites Schedule.

3. Secure/Remote Access. All access and use of the Service must be made via a secure network and secure authentication methods. Use of the Service by remote access is allowed unless otherwise stated on the Quote. Customer will strictly limit any remote access to its Authorized Users through the use of secure methods of user verification. Customer will promptly notify LIRN if Customer believes security has been compromised. Online posting of passwords, or otherwise enabling access for the benefit of non-subscribing institutions or users, is strictly prohibited.

4. Updates to the Service. LIRN will announce any substantial modifications of information, databases, materials, capabilities, or services within the Service by email to Customer’s representatives who sign up to receive updates. These changes shall be subject to the terms and conditions of this Agreement, and shall not materially alter use of the Service.

5. Supplemental Terms. Some of the content included in the Service has conditions of use applicable solely to such content. Links to content-specific conditions are clearly displayed with the associated content and will not materially alter use of the Service. Where third-party databases and certain special content types are subject to special terms, such terms and conditions shall be clearly referenced on the Quote.

6. Variations in Content. The content provided as part of the Service is primarily owned and supplied to LIRN under agreement with third party licensors, and is subject to the continuation and extent of the license granted under such agreements. LIRN shall have the right, in its reasonable and good faith discretion, to remove or modify materials in the Service because (a) LIRN’s right to distribute such materials lapses, (b) such materials contain errors or could be subject to an infringement or other adverse claim by a third party, or (c) particular content collections have changed due to editorial selection, coordination, or arrangement of materials.

7. Fees and Payments. Customer agrees to pay the fees for the Service shown on the Quote within 30 days of receipt of LIRN’s invoice unless otherwise specified on the Quote. Fees are based in part on Customer’s population served, Authorized Users and Additional Sites at the time of the order. If any combination of these elements materially increases (e.g., if the Customer acquires a new affiliate), a fee increase commensurate with such change may be required before access and use of the Service is provided to or for the benefit of the additional user population, Authorized Users and/or Additional Sites. Payments not received within thirty (30) days will be deemed delinquent. Delinquent invoices are subject to interest charges of 12% per annum on the unpaid balance (or the maximum rate allowed by law if such rate is less than 12%). The Customer will be liable for all reasonable costs of collection. Failure or delay in rendering payments due LIRN under this Agreement will, at LIRN’s option, constitute material breach of this Agreement.

8. Term. Customer’s access to a particular Service shall continue for the period on the Invoice, plus any agreed renewal period(s), including any Service specific Terms and Conditions from accompanying Schedules. This Agreement shall continue in force for so long as Customer subscribes to at least one Service. Thereafter, the following survive: Sections 8 and 11-16.

9. Termination for Breach. If a party breaches a material term of this Agreement and does not cure within 30 days from written notice, the other party may immediately terminate this Agreement in whole or as to the affected Service. If this Agreement is terminated in whole or in part for Customer’s breach, (a) LIRN shall disable access to any terminated Service, (b) Customer shall destroy any files, information, data or software derived from any terminated Service in its possession or control, and certify destruction upon request, and (c) LIRN reserves the right to pursue all available legal remedies. FOR REASONABLE CAUSE, THE THIRTY DAY CURE PERIOD MAY BE EXTENDED. CONSENT TO THE EXTENSION PERIOD SHALL NOT REASONABLY BE WITHHELD.

10. Remedial Action. Without limiting the above, LIRN may suspend delivery of the Service if it reasonably determines that Customer’s or Authorized User’s failure to comply with this Agreement may cause irreparable harm to it or its licensors. If delivery is suspended, LIRN will work in good faith to restore Customer’s access as soon as possible.

11. Service Level. If the Service or content are hosted by LIRN, LIRN will use commercially reasonable efforts to provide access to the Service on a continuous 24/7 basis (except for regularly scheduled maintenance) and free from viruses or other harmful software. LIRN shall not be liable for any failure or delay or interruption in the Service or failure of any equipment or telecommunications resulting from any cause beyond LIRN’s reasonable control. Customer is responsible for providing all required information for account set up and activation, and for its own telecommunications connections and related third-party charges.

12. Force Majeure. LIRN will not be responsible for failure of performance due to causes beyond its reasonable control. Such causes include (without limitation) acts of terrorism, wars, hostilities, revolutions, riots, civil commotion, national emergency, fire, flood, force of nature, explosion, embargo, accidents, acts of God, labor disputes, action of any governmental agency, a malfunction of a third party's telephone lines, equipment or services which is necessary to provide the Services, or stability or availability of the Internet, or portion thereof.

13. Limited Warranty and Disclaimer of Warranty. LIRN warrants that the Service will perform substantially as documented on LIRN’s public websites (the “LIRN Websites”). EXCEPT AS EXPRESSLY WARRANTED HEREIN, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” LIRN AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE PERTAINING TO: MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ACCURACY, TIMELINESS, CORRECTNESS, RELIABILITY, CURRENCY, OR COMPLETENESS OF THE SERVICE OR ANY INFORMATION OR RESULTS OBTAINED THROUGH THE SERVICE, EVEN IF ASSISTED BY LIRN. LIRN SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY FOR DETERMINING THE COMPATIBILITY OF ANY HARDWARE OR SOFTWARE NOT SUPPLIED BY LIRN WITH THE SERVICE AND PROVIDES NO WARRANTY WITH RESPECT TO THE OPERATION OF SUCH HARDWARE OR SOFTWARE WITH THE SERVICE.

14. Limitation of Liability. THE MAXIMUM LIABILITY OF LIRN, ITS LICENSORS AND THE CUSTOMER ARISING OUT OF ANY CLAIM RELATED TO THE SERVICE OR THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNT OF FEES RECEIVED BY LIRN FROM CUSTOMER IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL LIRN OR ITS LICENSORS BE LIABLE TO CUSTOMER OR ITS AUTHORIZED USERS FOR (a) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES; OR (b) ANY CLAIM RELATED TO CUSTOMER’S OR ITS AUTHORIZED USERS’ USE OF COVER IMAGES OR USER- GENERATED CONTENT PROVIDED AS PART OF THE SERVICE; OR (c) UNAUTHORIZED USE OF THE SERVICE.

15. Place. LIRN’s principal place of business, where this contract is formed and all services will be deemed performed, is PO Box 4755, Clearwater, FL 33758.

16. Governing Law; Exclusive Forum; Jurisdiction. The Customer irrevocably agrees and consents that any dispute, controversy or claim arising out of or relating to this Agreement or any Services provided by LIRN shall be settled by arbitration in accordance with the American Arbitration Association Rules. The Customer consents to the exclusive jurisdiction and venue of the courts sitting in Pinellas County, Florida, USA with respect to any dispute, controversy or claim arising out of or relating to this Agreement or any services provided by LIRN.

Regardless of Venue, this Agreement and all causes of action related to this Agreement or the Services will be governed by and construed in accordance with the laws of the state of Florida, USA, without giving effect to the conflict-of-laws principles thereof that would require application of the laws of a different state or jurisdiction.

The Customer agrees to service of process by mail directed to your billing address. The Customer waives all defenses including but not limited to sovereign immunity, lack of personal jurisdiction and forum non conveniens and expressly waive any right to bring suit or have any action heard in your local courts. The Customer agrees that any claim or cause of action arising out of or related to this Agreement must be commenced by you within one (1) year after the cause of action arose.

17. Entire Agreement. This Agreement consists of the Quote, the Invoice, these Terms and Conditions, any Service specific Terms and Conditions as applicable, and Exhibit A, and constitutes the entire agreement between the parties hereto with respect to its subject matter and supersedes all previous and contemporaneous agreements between the parties with respect to the same subject matter and may not be amended, except in a writing signed by the parties. The terms of Customer’s purchase orders, if any, are for Customer’s convenience and do not supersede any term or condition of this Agreement.

Exhibit A: Permitted Uses

1. Online Research Services. Services designed to facilitate online research may be used for Customer’s internal research or educational purposes as outlined below provided that doing so does not violate an express provision of this Agreement:

a) Research and Analysis. Customer and its Authorized Users are permitted to display and use  reasonable portions of information contained in the Service for educational or research purposes, including illustration, explanation, example, comment, criticism, teaching, or analysis.

b) Digital and Print Copies. Customer and its Authorized Users may download or create printouts of a reasonable portion of articles or other works represented in the Service (i) for its own internal or personal use as allowed under the doctrines of "fair use" and "fair dealing"; (ii) when required by law for use in legal proceedings or (iii) to furnish such information to a third party for the purpose of, or in anticipation of, regulatory approval or purpose provided that the recipient are advised that the copies are confidential and not for redistribution. All downloading, printing and/or electronic storage of materials retrieved through the Service must be retrieved directly from the on-line system for each and every print or digital copy.

c) Electronic Reserves, Coursepacks, and Intranet Use. Provided that Customer does not circumvent any features or functionality of the Service, Customer may include durable links to articles or other works (or portions thereof) contained in the Service in electronic reserves systems, online course packs and/or intranet sites so long as access to such materials are limited to Authorized Users.

d) Fair Use/Fair Dealing. Customer and its Authorized Users may use the materials contained within the Service consistent with the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States or England, respectively.

e) Academic Institutions, Schools, and Public Libraries. If Customer is an academic institution, school, or public library:

i. Interlibrary Loan (ILL). Library Customer may loan digital or print copies of materials retrieved from the Service to other libraries, provided that (i) loans are not done in a manner or magnitude that would replace the receiving library’s own subscription to the Service or purchase of the underlying work (e.g., newspaper, magazine, book), (ii) Customer complies with any special terms governing specific content or licensors as described in this Agreement, (iii) with respect to e-books, copying is limited to small portions of a book, and (iv) Customer complies with all laws and regulations regarding ILL.

ii. Scholarly Sharing. Customer and its Authorized Users may provide to a third party colleague minimal, insubstantial amounts of materials retrieved from the Service for personal use or scholarly, educational research use in hard copy or electronically, provided that in no case any such sharing is done in a manner or magnitude as to act as a replacement for the recipient's or recipient educational institution's own subscription to either the Service or the purchase of the underlying work.

2. MARC Records. MARC records may be placed in Customer’s online public access catalog (OPAC) or shared online catalog (e.g., WorldCat) unless otherwise specified on the Quote with respect to a particular Service.

3. Scholar/Researcher Profiles. The data contained within scholar profiles are for use in facilitating research and collaboration amongst colleagues. Neither Customer nor its Authorized Users may export or otherwise exploit the scholar profiles for mass mailings or similar marketing purposes.

4. Electronic Resource Discovery, Access, and Management. For electronic resource discovery (e.g., LIRNSearch), access and/or management services (e.g. LIRN Hosted Proxy), the Customer reserves all right, title and interest in all Customer specific data it contributes to the Service (which may include but is not limited to Customer created metadata, bibliographic information, holdings and circulation data) and grants LIRN permission to use such data for the limited purpose of operating and improving the Service and such information may only be provided to third parties in aggregate form. Raw usage data, including but not limited to information relating to the identity of specific users and/or uses, shall not be provided to any third party without Customer’s permission. Provided that such access, use, and/or sharing does not violate an express provision of this Agreement, Customer and its Authorized Users are permitted to: (a) access the Service and information derived from the Service in order to discover, manage and provide access to library resources owned or licensed by Customer, (b) create, store and retain any reports and lists delivered by the Service, (c) share data about Customer’s own library holdings that is retrieved from such Service with third party applications, so long as prior written notice is provided to LIRN and (d) display metadata, bibliographic and holdings information in the library catalog available on Customer’s library website.

5. Library Catalog Enrichment Service. For library catalog enrichment Services, Customer may use the enrichment elements for the sole purpose of augmenting Customer’s own library OPAC or website. Customer may not convert Service metadata records into MARC format, nor distribute or display the enrichment elements in any third party applications, catalogs or websites.

6. Analytics. Some Services contain library collection analysis capabilities related to library holdings, or functionality that allows Authorized Users to create reports, lists, or alerts. Customer and Authorized Users may create, download, store and retain any such analytics or lists delivered by the Service. LIRN may use library holdings and other information in the Service for comparison and metrics purposes in order to better understand the Customer’s needs.

7. Restrictions. Except as expressly permitted above, Customer and its Authorized Users shall not

a) Translate, reverse engineer, disassemble, decompile, discover, or modify LIRN’s software;

b) Remove any copyright and other proprietary notices placed upon the Service or any materials retrieved from the Service by LIRN or its licensors;

c) Circumvent any use limitation or protection device contained in or placed upon the Service or any materials retrieved from the Service;

d)  Use the Service to execute denial of service attacks;

e)  Perform automated searches against LIRN’s systems (except for non-burdensome federated search services), including automated “bots,” link checkers or other scripts;

f) Provide access to or use of the Services by or for the benefit of any unauthorized school, library, organization, or user;

g) Publish, broadcast, sell, use or provide access to the Service or any materials retrieved from the Service in any manner that will infringe the copyright or other proprietary rights of LIRN or its licensors;

h) Use the Service to create products or perform services which compete or interfere with those of LIRN or its licensors;

i) Text mine, data mine or harvest metadata from the Service;

j) Communicate or redistribute materials retrieved from the Service; or

k) Download all or parts of the Service in a systematic or regular manner or so as to create a collection of materials comprising all or a material subset of the Service, in any form.

1. TERM: LIRN will provide Librarian services for the term specified on the invoice. Since this is a continuing service that directly affects your users, Customer will be given at least 30 days advance notice prior to the renewal date by LIRN in order to make any service changes.

2. LIRN® SERVICES:

2.1 LIRN agrees to supply Librarian Services per the specifications in the quote to Customer during the term of this subscription.

2.2 LIRN agrees to staff this service with librarian(s) with Master’s Degrees from American Library Association accredited programs in library and information studies.

2.3 For reference questions and similar help requests, the librarian will typically reply within 24 hours or less during the work week to requests for research assistance by email. Advanced questions, and questions on weekends and holidays, may require additional time. Complex questions may require follow up phone call and/or screenshare.

2.4 Customized training for your faculty and staff in library research and use of information resources may be delivered via webinar, video, or documents per the terms of the Quote. Certificates to document training and professional development sessions will be provided upon request.

2.5 Librarians can provide faculty consultations by email, phone, or collaboration tools; assistance in the design of class research assignments; assistance with information literacy and critical thinking programs; assistance answering accreditation questions about library content, services, and program effectiveness; and collection development advice.

2.6. Librarians will provide monthly reports with information about usage of research databases and librarian services. They can assist with preparation of information about library resources and services in preparation for accreditation visits.

2.7 On-site visits for accreditation and other purposes can be arranged at additional cost as scheduling permits.

3. CUSTOMER RESPONSIBILITIES:

3.1 Customer agrees to work with LIRN staff to enable access to appropriate systems, resources, and personnel.

3.2 Customer agrees to provide access to appropriate online resources to support the institution’s programs and meet accreditation requirements.

3.3 Customer agrees to notify LIRN of changes and vendor communications that may affect service delivery in a timely manner.

3.4 Customer agrees to provide a designated administrative, faculty, and library liaison as appropriate.

3.5 Customer agrees to request training sessions and other materials a minimum of one week in advance of the desired date, subject to librarian availability and the complexity of the request.

3.6 Customer agrees to provide detailed information about classes so that library instruction can be tailored to meet student needs.

3.7 Customer agrees to provide LIRN with information about any laws or regulations their institution is required to follow regarding student records and privacy prior to the start of the subscription term and provide LIRN with any updates or changes as necessary. If LIRN gains access to student directory information to verify student access to services and resources, the school is responsible for making disclosures about this to their students as required by any laws or regulations that apply.

3.8 Customer agrees to oversee and provide specialized services and resources for students with disabilities.

3.9 Training materials will be provided electronically. Customer is responsible for distributing materials to students by other means as needed.

3.10 Customer agrees to provide students with contacts for tutoring and technology assistance. LIRN does not currently provide these services.

3.11 Customer agrees to provide LIRN with feedback to help improve the quality of our services and provide data your accreditors can use to help evaluate the quality of your library program.

3.12 Customer agrees to make timely payments per the terms of the Quote for this service.

3.13 Customer acknowledges that LIRN will notify appropriate accrediting and/or licensing bodies if the service is suspended for any reason.

3.14 Customer takes responsibility for understanding accreditation standards and ascertaining whether off-site library services meet their accreditation and licensing requirements.

3.15 Customer agrees that school's library liaisons and/or faculty will engage with LIRN Librarians to initiate training, promote the service to students, and encourage use of resources.

4. ACKNOWLEDGEMENT: This agreement is also subject to the general LIRN Terms and Conditions.