Service Solicited - 2023 - Patron Point - Patron Point Subscription Agreement (t) Patron Point
Optional Service Subscription
By signing below, the representatives indicate that they have full authority to agree and accept the terms
and conditions of this Subscription on behalf of their respective organizations.
Proposed by: Accepted by:
Patron Point, Inc. Eagle Public Library
By: By:
Signed i ne
Ian Downie
Printed Name Printed Name
CEO �A&AN(-,<—
Title Title
January 10th 2023
Date Date 449xn4 ,
Patron Point, Inc. o 605 Longshore Street- Suite 240#1014 - Dublin, OH 43017-2774
(!) Patron Point
Optional Service Subscription
Eagle Public Library
Steve Bumgarner
100 N Stierman Way
Eagle,
Idaho.
83616
January 10th 2023
Services rendered per Patron Point Subscription Agreement dated July 22nd 2020 "the Agreement') and
with an "Effective Date" of July 22nd 2020 by and between Eagle Public Library, a public library with its
main office at100 N Stierman Way Eagle, Idaho 83616 ("Library") and Patron Point, Inc. doing business at
605 Longshore Street, Suite 240#1014, Dublin, OH 43017-2774 ("Patron Point').
Library wishes to add the following Optional Services to be delivered alongside the Agreement.
Select Service Price
✓ Recommends
One-time set-up fee USD$1,000
Annual subscription USD$945
Acceptance and Signatures Immediately Follow
Patron Point, Inc. -605 Longshore Street- Suite 240#1014 - Dublin, OH 43017-2774
Patron Point
Patron Point TM
Subscription Agreement
Presented to:
EAGLE
PUBLIC
LIBRARY
July 3rd 2020
This Subscription Agreement ("Agreement") by and between Eagle Public Library, a
public library with its main office at 100 N Stierman Way Eagle, Idaho 83616 (the
"Library") and Patron Point, Inc., an Ohio domestic business with its principal office at
6418 Newgrange Drive, Dublin, OH 43016 USA("Patron Point" or"We/we"), and
collectively as ("us") as follows:
Patron Point agrees to deliver, in a timely and professional manner, the programs and
services as described "Subscribed Services" section below:
Subscribed Services
Included in the Library's subscription ("Subscribed Services") are the following:
Access to Patron Point Marketing Automation System
A fully-functional marketing automation system designed for performing customized
responses based on user activity and interests. Patron Point will provide access to the
system for an unlimited number of system users with full technical and user support
throughout the term of subscription.
Set Up/Configuration
Patron Point will configure the Library's dedicated instance, analyse data requirements,
perform initial database configuration and data load, and train staff on system features
and functions.
Ongoing Data Management.
Patron Point will perform monthly updates of ILS and applicable data sources for the
purpose of supporting marketing programs and triggering automatic messages to
patrons based on activity and/or preferences. Additional data sources can be added as
needed by subscribed programs or customer needs at no additional cost.
Proven Programs
Patron Point agrees to install and provide support for the following Proven Programs:
[ J ] Welcome-Gives patrons a great first impression, communicates key benefits,
services and offerings of the library.
Patron SyncTM
[ J ] Real time data interface available for select ILS and other third party systems.
Financial Terms
The Library agrees to the subscription fees and will be invoiced as indicated below.The
invoice for the first year annual subscription fees, any one time fees, and applicable
taxes will be issued within 30 days of the Effective Date (as defined later in this
Agreement). Invoicing for any one-time charges or prorated subscription fees(if any)
will occur on or near the first of the month after changes in the Library's subscriptions
have occurred. On each anniversary of the Effective Date, the Library will be invoiced for
the upcoming year's subscription and any one-time fees.The Library agrees to pay
Patron Point within 30 days of receipt of invoice. Patron Point will to the best of its
abilities follow procurement and invoicing policies and practices of the library.
Initial term 36 months
This quotation is valid until July 31 a12020.
One-Time Annual
Item Fee Subscription
Configuration Services $5;009 n/a
$2,500
Patron Point Subscription $7;909
$6,300
Proven Programs: Included
Welcome-Multi-sequence new patron email workflow Included
Subtotal $2,500 $6,300
Total Fees Year 1 $8,800
Total Fees Years 2&3 $6,300
Optional Modules(can be added to the subscription totals above at any time)
Address Verification-Verify Valid until July 31 1"2020
One time Set up $1�A9- Free
Annual $1,000
Per verification cost $0.30
SMS
One time Set up $1,000-Free
Annual $1,000
Per message $0.01
The Library is responsible for any costs associated with their vendors e.g. output
programs, services, or subscriptions to APIs from the library system vendor.
If during the time in which this Agreement is in effect, the library decides to change its
Integrated Library System(ILS), Patron Point reserves the right to charge a set-up fee
equal to 50% of the non-discounted Configuration Services fees in an amount not to
exceed$2,500.
Term of Agreement
These terms and conditions shall become effective on the day the Library signs this
agreement ("Effective Date") and will be in effect as indicated in the above Financial
Terms section of this Agreement.
Rights, Responsibilities and Indemnifications
We ask that the Library assign specific individuals to support this project including a
project coordinator as well as appropriate staff to support ILS data extraction, an
understanding of the Library's specific data implementation and workflows, marketing
and administrative staff as needed.
Patron Point understands and appreciates the Library's commitment to the privacy of its
patrons. Patron Point shall ensure that itself and its vendors and subcontractors shall take
commercially reasonable steps to safeguard the privacy of the Library's users and data.
This includes but is not limited to, Patron Point executing contractual agreements with
third party vendors and subcontractors prohibiting the reselling of data and security
features that protect against unauthorized access to the Library's private data.
Patron Point employs third party service providers to perform various functions on our
behalf which include, but are not limited to developing, hosting and maintaining the
Service and its databases. If they do, this access is provided so that they may perform
tasks on our and the Library's behalf. Patron Point does not authorize any third parties to
make use of User Information or to contact the User outside the context of these services
except to the extent required by law. Furthermore, as appropriate, Patron Point enters
into contractual agreements with each third-party regarding data privacy, prohibitions
against re-selling or sharing of User Information, and adhering to industry-wide security
best practices and technologies that protect against unauthorized access to the User
Information.
The Library will secure the necessary approvals and rights for the use of any third-party
materials (images, graphic designs). The Library also grants Patron Point a limited non-
exclusive licence to use any of its branding, product identity, and other intellectual
property in support of the parties' engagement.
Patron Point warrants that, to the best of its knowledge, the creative work it produces will
not be in violation of any copyright or intellectual property concerns and shall indemnify
and hold harmless Library, its officers, directors, employees, and licensees, from and
against any and all claims, demands, liabilities, and actions, including the payment of all
legal expenses, including reasonable attorneys' fees and costs arising out of or
connected with any breach by Patron Point of the terms and conditions of this
Agreement, including any breach of representation of this warranty.
Any public-facing work, designs, concepts created by Patron Point in support providing
the Subscribed Services are the property of the Library. Patron Point is not responsible
for any registration or licensing required to document ownership of this work. Patron
Point maintains rights and ownership of any workflows or internal system modifications it
produces to implement marketing automation programs.
In order to provide services to the Library, Patron Point collects"User Information"
specifically for the purpose of providing the Service to the Library.This includes:
information collected from various systems used by the Library, including but not limited
to the Library's Integrated Library System("ILS"), ebook service providers, and
program registration and attendance providers; and Information collected directly from
library patrons/users("User/Users"),when User voluntarily submits that information to
Library, including, for example:registering on the Library website, participating in
surveys, contests or promotions;
Patron Point:
• does not collect User Information regarding the following categories:
• security information such as User's username,password, and acceptance of
• policies, licenses and warranties;
• billing information such as credit card, expiration date, billing address and
account history;
• social security numbers;
• queries to any of the Library's Customer Service, Reference Desk, and/or Technical
• Support functions.
• does not use this information for any purpose unrelated to the provision of the
service to the library pursuant to this contract;
• does not sell, rent or otherwise share User Information with any third party unless
specifically directed in writing by an authorized agent of the Library.
• will share User Information with government agencies as required by law in
response to lawful requests by public authorities, including to meet national
security or law enforcement requirements after providing written notice to the
Library:
Neither party shall be responsible for damages or for delays or failures in performance
resulting from acts or occurrences beyond their reasonable control, including,without
limitation: fire, lightning, explosion,power surge or failure,water, acts of God,war,
revolution, civil commotion or acts of civil or military authorities or public enemies: any
law, order, regulation, ordinance, or requirement of any government or legal body or
any representative of any such government or legal body; or labor unrest, including
without limitation, strikes, slowdowns, picketing, or boycotts; inability to secure raw
materials, transportation facilities,fuel or energy shortages, or acts or omissions of other
common carriers.
The Library will take responsibility for any complaint that the Library receives as a result
of Patron Point performing activities as part of the Subscribed Services.
Patron Point will take responsibility for any complaint that the Library receives
concerning privacy or copyright violations only if it is the result of negligence in these
regards.
On termination of the Service, Patron Point will delete the Library's User Information and
its specific instance of the Service and destroy all User Information within 15 days of
contract termination.
Neither party may assign the benefits or obligations of this Agreement to anybody else
without the prior written consent of the other.
Collaboration is a key part of how Patron Point strives to do business. In the spirit of
partnership,when problems do occur,we will do all we can to meet your expectations. If
we can't work things out,we'll use the services of an arbitrator first and then the laws and
courts in the local and country jurisdiction of whomever the complaint is against.
Whoever loses the legal action will be responsible for all legal expenses.
This Agreement shall be construed, interpreted, and applied in accordance with Idaho
law,without regard to conflicts of law principles.
If disputes arise regarding this Agreement, all claims shall be filed in Ada County, Idaho.
Additionally, any use of alternative dispute resolution between the parties shall also take
place in Ada County, Idaho.
This Agreement, constitutes the entire agreement between Library and Patron Point
pertaining to the subject matter hereof and hereby supersedes and replaces all prior
negotiations, proposed agreements and agreements between the parties,whether
written or unwritten regarding this subject matter.
These Conditions are deemed accepted by the Library when the Services of Patron Point
have been accessed or ordered by the Library.
Terms and Conditions specific to Patron Point Verify
The Library will be invoiced quarterly for the previous three months address verification
charges in arrears.
The Library understands and acknowledges that in order to realize the benefits of Verify,
the Library will provide to Patron Point its patrons' Personally Identifiable Information
(PII) including mailing and email addresses. It also understands and acknowledges that
Patron Point will provide that PII to a third-party Consumer Address Verification Service
("CAVS") specifically for the purpose of verifying the accuracy of that PII.
The Library acknowledges that Patron Point has the sole right to select and enter into an
agreement with the CAVS so long as the CAVS agrees and is bound to treat the PII as
confidential information and only for the provision of the address verification service.
Patron Point acknowledges that the PII provided by the Library is confidential
information and Patron Point agrees not to use or disclose the PII except to the CAVS and
only for the purpose of validating the accuracy of the PII.Patron Point will perform
measures shall include the highest degree of care that Patron Point utilizes to protect its
own confidential information and Patron Point agrees to notify the Library in writing of
any misuse or misappropriation of the PII which may come to its attention.
Patron Point shall indemnify and hold the Library harmless, including its directors,
officers, employees, and agents,with respect to any complaint or claim that results from
Patron Point's failure to maintain the confidentiality of the PII other than for the purposes
of performing the address verification.
Both the Library and Patron Point agree that either party can cancel Verify on 90 days'
prior written notice to the other party without effect on the Patron Point subscription. The
Library agrees to pay for any outstanding fees resulting from the use of Verify up and
until the cancellation date.
These Conditions are deemed accepted by the Library when the Services of Patron Point
have been accessed or ordered by the Library.
Agreement Acceptance
The terms and conditions included above represent fully the relationship of the Library
and Patron Point.
By signing below, the representatives indicate that they have full authority to enter into
this Agreement and approve and accept its terms and conditions.
Accepted By:
Eagle Public Library Patron Point
By: By:
r
Name Ian Downie
Vice President,
Growth
Title Title
July 2nd 2020
Date Date