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06/20/2001 Agreement SOLINET SUBSCRIBER AGREEMENT Southeastern Library Network, Inc. (SOLINET) will include Monroe County Board of County Commissioners ("Licensee") as a "Member" library in its contract with netLibrary.com to allow access to its SOLINET'S Shared Collection (Consortium netLibrary.com). if members so desire, SOLINET will also provide ordering, billing, for individual libraries for unique collections and individual eBooks (Member netLibrary.com). Member agrees to the terms and conditions specified here in the netLibrary.com Consortium Agreement and the netLibrary eBook Library Agreement: Subscriber Terms and Conditions (Exhibit D). These agreements represent the agreements for access to and use of the service. Member agrees to abide by the terms, and conditions, as revised from time to time as if same were fully set forth herein. 1. This agreement is dependent upon the Consortium Agreement remaining in effect between Consortium and netLibrary. Consortium will notify the Member prior to the expiration of this agreement so that Member can make other arrangements for access. 2. Member agrees to access and use the SOLINET Shared Collection and purchase Member unique collection and individual eBook in accordance with the netLibrary eBook library Agreement: Subscriber Terms and conditions (Exhibit D). The Member will exercise reasonable good faith efforts to inform Authorized Users of restrictions on use ofNL; however, the Member shall not be liable for the actions of individual Authorized users who act without the knowledge and consent of the Members. 3. Member agrees to pay SOLINET fees as invoiced. All charges shall be due thirty (30) days from the date of receipt of the invoice reflecting such charges. SOLINET will advise NL of Member's failure to abide by their terms, including payment related matters. NL will decide whether to continue service in these instances. Members participating through SOLINET in the unique collections program are not eligible for credits related to a possible overlap in titles with those in the SOLINET Shared Collection. 4. The Agreement shall be governed by and construed in accordance with the State of Florida. 5. Warranty Disclaimer - EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8 OF THE CONSORTIUM AGREEMENT, CONSORTIUM NETLIBRARY.COM, EACH MEMBER NETLIBRARY.COM AND THE EBOOKS LICENSED HEREUNDER ARE PROVIDED AS-IS WITHOUT WARRANTY OF ANY KIND AND NETLIBRARY AND SOLINET EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANT ABIL TY AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER NETLIBRARY, SOLINET NOR ITS CONTENT PROVIDERS WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE OF NETLIBRARY.COM. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY NETLIBRARY, SOLINET OR ITS EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF NETLIBRARY'S OBLIGATIONS HEREUNDER, AND MEMBER LIBRARY MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. 6. Confidential Information. To the extent allowed by applicable law, and subject to Chapter 199, Florida Statues, Florida Public Records Law, Member agrees that it shall not use or disclose information relating to (I) the terms of this Agreement, (ii) the content of reports delivered hereunder, or (iii) pricing terms or arrangements under this Agreement; provided, that Member may disclose such information to its member organizations subject to the restrictions set forth above with respect to further disclosure by such members, or as required by law. 7. In the event that netLibrary is unable to fulfill its responsibilities and requires the use of the Backup eBook Copies system (as described in Section 12 of the Consortium Agreement), Consortium or its permitted designee is not required to assume the responsibility for providing this service. If netLibrary ceases to operate, an escrow plan is in effect which may require some additional access fees from the Member to Consortium or its designee. Exhibit C prescribes Member's duty using escrow plan. This Agreement shall take effect upon the latest date of execution below by duly authorized representatives of the Library and shall automatically renew on the first day of July annually, except as otherwise provided by written notification from Consortium to the Library, or from the Library to Consortium. This Agreement is valid and enforceable only if sufficient funds are made available to the state institutions by their respective state legislatures for the purpose of this program. It is mutually agreed that if the state legislature does not appropriate funds for the program, this Agreement shall be terminated or amended to reflect any reduction of funds The decision to continue with the Agreement must be made no later than thirty (30) days after the new fiscal year affected by the legislature funding. ~~~~~ COUNTY PUBLIC LIBRARY SOUTHEASTERN LIBRARY ~ibrMY ~ strTWo~mc Signaturef~ ,e (<{' ~~, Q,fo (;.eD;1c. i? lJe"J~ f (' C S...)\,\~ Name (pIe print or type) Name Mill Title ~V" CFt Title (-.")..)-~) Date -, netLibrarv Escrow Plan . Overview netLibrary will place into escrow the software and eBooks that will allow our customers access to their netLibrary eBooks. In the unlikely event that netLibrary ceased operations, the customer will have a solution that will allow for the continued access to their eBooks. netLibrary will deposit in escrow a copy of NextPage's siteDirector 4.2 which can serve netLibrary's eBooks. Currently, siteDirector 4.2 will be provided free of charge under the relationship between netlibrary and NextPage. If these arrangements change in the future, the software provider might not permit a copy of the software to be deposited into escrow and/or might require the eBook owner to pay a license fee for the software. netLibrary will provide a set of install CDs to the customer with an escrow password to unlock the customer's eBooks. Once installed, the customer will have all the books in a concurrent use set for each eBook owned. Thus, ownership rights will be enforced, and the customer can maintain access to the eBooks. Escrow Agent Contact Information: OCLC User & Network Support Languages: English and Spanish Hours: Monday through Friday: 7:00 am to 9:00 pm U.S. Eastern Time Saturday: 8:00 am to 8:00 pm U.S. Eastern Time (with support limited to hardware and telecommunications) E-mail address: support(a)oc!c.or\1: Telephone numbers: USA and Canada 1-800-848-5800 Mexico +800-848-5800 International & local (central Ohio) 1-614-793-8682 . Software/eBooks in Escrow netLibrary will place in escrow with OCLC: Required software (Bound siteDirector 4.2) Rights-managed books (eBooks) Appropriate documentation The system requirements to operate site Director 4.2 are as follows: Microsoft Windows NT 4.0 with service pack 3 or above; Intel Pentium-based computer or higher (166 MHz or higher recommended) 32 MB RAM (64 or higher recommended) HTTP server (Netscape Enterprise Server 3.01,3.5.1, Microsoft Internet Information Server 3.0, 4.0, or CGI compliant server) Internet browser (needed to run remote configuration manager) Netscape Navigator 4.0 recommended A minimum of75 MB disk space for server in peripheral software (includes sample infobases and Softpages) . Quarterly Updates On a quarterly basis, netLibrary will: 1. Save backup copies of the eBooks purchased by the customer for which the customer has prepaid access fees or is paying the annual access fees. 2. Send the media copies to the escrow agent, OCLC, at the end of each quarter. Note: The backup copies will be stored on suitable media. . Customer Responsibilities Customer agrees that the copyrights for all eBooks are and will be owned by the respective publishers and netLibrary . Customer agrees that it will use and will require its members or patrons to use eBooks in a manner that will permit an eBook to be viewed by a single user at any time, and in compliance with applicable copyright laws, and that it will not make or permit its members or patrons to make copies of the eBooks. Customer also agrees that any violation of this agreement will be a violation of the copyright of the publisher of the eBook, for which Customer will be accountable to the publisher. Customer further acknowledges that the rights provided to Customer under the Escrow Agreement may not include the rights necessary to operate the system as it is described in the Backup System Description, and that such system might not have the same or comparable functionality as netLibrary.com. These arrangements are subject to change from time to time. For example, siteDirector 4.2 software could be replaced with another product. Also, the functionality provided by the materials placed in escrow might not be the same as the functionality provided by netLibrary.