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Service Solicited - 2023 - Patron Point - Subscription Agreement acl oPatron int Patron Point® Subscription Agreement Presented to: July 22, 2023 2 Patron Point®Subscription Agreement with Eagle Public Library,July 22,2023 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 6605 Longshore St,Ste 240#1014,Dublin,OH 43017-2774 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. The Library's subscription includes all updates,releases,improvements,and corrections to Patron Point during the term of this Agreement. 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,analyze data requirements,perform initial database configuration and data load,and train staff on system features and functions. Ongoing Data Management. Patron Point will perform regular 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. O Patron Sync'"-Real time data interface available for select ILS and other third party system O Patron Point Recommends- -Reading recommendation newsletter service O Patron Point Verify"'-Patron Address Verification Service for the purposes of confirming patron residency in Library service area. ❑ Patron Point SMS'"-The ability to use Patron Point to send text(SMS) messages directly to contacts. Financial Terms Version 22004 3 Patron Point®Subscription Agreement with Eagle Public Library,July 22,2023 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. Initial term: Inclusive of the following: July 22,2023 -September 30,2023 October 1, 2023-September 30,2024 Number of email addresses 17,875 Number of instances 1 Effective Date July 22, 2023 New Anniversary Date October 1,2024 Item 7/22/2023 - 10/1/2023 - 9/30/2023 9/30/2024 Services Covered Under this Agreement Patron Point Subscription $1,016.44 $5,300.00 Patron Sync Real-Time Interface $191.78 $1,000.00 Verify" Address Verification Service $191.78 $1,000.00 Per Verification Query* $0.30/query $0.30/query Recommends' Readers Advisory Service (including Staff Picks) No Syndetics Unbound S181.23 S945.00 Total Fees Year 1 (excluding Optional Services listed below) $1,581.25 $8,245.00 plus Verification plus Verification Fees Fees Optional Services (Can be ordered at any time during the term of this Agreement.) SMS Messaging Service $0.00 $1,000.00 Per Message Fee* $0.01/msg Carrier Fees As billed by Carrier The Library is responsible for any costs associated with their vendors e.g. output programs,services,or subscriptions to APIs from the Library's ILS vendor. Within ninety(90)days of the expiration of the then-current Term and any renewal term,Patron Point will notify the Library of the upcoming expiration and any proposed charges for the renewal term.The proposed charges for any service renewal term will not exceed the charges for the prior year,plus any increase in the domestic consumer price index for the Library's local country. Version 22004 4 Patron Point®Subscription Agreement with Eagle Public Library,July 22,2023 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. 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°%o of the non-discounted Patron Point Set Up Fees as shown in the Financial Proposal section of this Agreement. Term of Agreement These terms and conditions shall become effective on the Effective Date and shall be in effect for the Initial Term as indicated in the Financial Terms section of this Agreement. Patron Point reserves the right to cancel this Agreement and discontinue the Service if the Library fails to pay any fees required under this Agreement within ten(10)days of being notified of non-payment. If Library cancels the Agreement during the Initial Term,or during any renewal Term, for any reason other than Patron Point's failure to provide the Service,it shall pay all fees owed through the effective date of cancellation plus all fees for the remainder of the Initial Term or renewal Term. Rights, Responsibilities and Indemnifications Patron Point agrees to maintain for the duration of the Agreement insurance against claims that may arise from or in connection with the performance of the work hereunder by the SaaS Provider,its agents,representatives,employees or subcontractors. The following types and minimum: Commercial General Liability(CGL)coverage on an"occurrence basis,including products and completed operations, property damage,bodily injury and personal and advertising injury,with limits of no less than$1,000,000 per occurrence and$2,000,000 General Aggregate. Damage to Rented Premises(each occurrence):$1,000,000;Medical Expense(any one person):$10,000;Personal and Advertising Injury:$1,000,000. Workers'Compensation: Patron Point,Inc.maintains Workers'Compensation policies in all states where it has full time staff. As an Ohio corporation,Patron Point maintains good standing with the State of Ohio statutory requirements and we maintain Insurance in compliance with Statutory Limits and Employers'Liability Insurance with limits of no less than$1,000,000 per accident for bodily injury or disease. Business Automobile Liability:Bodily Injury and Property Damage for any hired and/or non-owned automobiles used in the performance of our Agreement.Combined Single Limit(CSL)of$1,000,000 each accident. Technolocv Professional Errors and Omissions/Cvber Liability:Patron Point maintains Professional Liability Insurance, which includes technology errors and omissions and cyber liability insurance. Cyber liability insurance includes:cyber incident response;business interruption and expense;digital data recovery;network extortion;cyber privacy and Version 22004 5 Patron Point®Subscription Agreement with Eagle Public Library,July 22,2023 network security liability(including payment card loss and regulatory proceedings);and electronic,social and printed media). Professional Liability/Errors&Omissions:$1,000,000 per claim and$1,000,000 Aggregate. Cyber Liability: $1,000,000 per claim,and$1,000,000 Aggregate Ownership Rights-Other than the right of the Library to use the Service for its own use,Patron Point retains all rights to the Service and any and all supporting documentation and any confidential information and Intellectual Property included with the Service. The Library agrees that the Service and all of the ideas and methods are important trade secrets of Patron Point and it will do all it can to protect those trade secrets. Patron Point agrees that the Library exclusively owns its Confidential Information and Patron Personally Identifiable Information. Upon termination of this Agreement,Patron Point will promptly delete Library's Confidential Information and Patron Data and any related production and test environments and verify such deletion in writing to the Library. Handling of Library Patron Data-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. Patron Point appreciates the library's commitment to the privacy of its patrons.We and our vendors and subcontractors perform on a best efforts basis to ensure the privacy of its client library users and would not knowingly violate the trust placed in us. Patron Point agrees to only use the Library's Patron Information only for the purposes of delivering the Service and agrees to never resell the Library's data and implement security services and procedures that protect against unauthorized access to the Library's Patron information. 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. Version 22004 6 Patron Point®Subscription Agreement with Eagle Public Library,July 22,2023 The Library will secure the necessary approvals and rights for the use of any third party materials(images,graphic designs).The Library will also grant Patron Point the right to use any of its branding,product identity,and other intellectual property in support of our engagement. Patron Point assures that,to the best of its knowledge,the creative work it produces will not be in violation of any copyright or intellectual property concerns. 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. Both Patron Point and the Library agree to indemnify and hold each other harmless from and against any and all claims,demands,losses,causes of action,damages,lawsuits,judgments,including attorney's fees and costs,to the extent caused by or arising out of or relating to the work,errors,omissions and/or operations of the other party.The Indemnifying Party shall reimburse the Indemnified Party for any legal or other expenses reasonably incurred in connection with investigation or defense or loss,claim,damage,liability or action referred to in the previous sentence as such expenses are incurred.The Indemnifying Party shall assume the defense of such action,including the employment and fees of counsel(reasonably satisfactory to the Indemnified Party)and payment of reasonable and accountable expenses.A Party will not,however,be responsible for any claims,losses,damages,liabilities,or expenses,which are finally judicially determined to have resulted solely from the other Party's gross negligence or intentional misconduct. Either of us seeking indemnification will notify the other in writing and will cooperate and provide reasonable assistance to defend the other. This includes full disclosure of any information needed in defense of the other. Patron Point will not have any liability or responsibility to indemnify the Library as a result of any loss or damage associated with mis-use of the Service by the Library. Neither party shall 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. LIMITATION OF LIABILITY-IN NO EVENT WILL EITHER OF OUR TOTAL LIABILITY AS A RESULT OF THIS AGREEMENT (INCLUDING,BUT NOT LIMITED TO NEGLIGENCE, BREACH OF CONTRACT,MISREPRESENTATION AND INFRINGEMENT OR OTHER CONTRACTUAL CLAIMS) EXCEED THE TOTAL FEES PAID BY THE LIBRARY OVER THE PREVIOUS 12 MONTHS PRIOR TO ANY EVENT WHICH MIGHT HAVE CAUSED THE LIABILITY. NEITHER OF US WILL I1'1! BE LIABLE FOR INDIRECT,PUNITIVE,OR CONSEQUENTIAL DAMAGES ARISING FROM OUR AGREEMENT EVEN IF EITHER OF US WAS INFORMED OF THE POSSIBILITY OF THIS HAPPENING IN ADVANCE. FINALLY, IF EITHER OF US Version 22004 7 Patron Point®Subscription Agreement with Eagle Public Library,July 22,2023 DON'T PURSUE A PARTICULAR ENFORCEMENT OF RIGHTS OR REMEDY,THAT DOESN'T MEAN WE AGREE TO WAIVE ANY FURTHER ENFORCEMENT OR REMEDIES. Patron Point maintains the right to assign this Agreement in the event of a sale,merger,or consolidation of our business to or with a qualified third-party upon thirty(30)days written notice to the Library. 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 using mediation,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 and any modifications to this agreement is our entire Agreement. No employee or representative of either of us has the authority to bind the other with regard to any statement,representation,warranty,or other expression unless it is specifically included in this Agreement,or in a written addendum signed by both of us.This Agreement supersedes any and all prior agreements. Statutory Certifications. In accordance with Idaho Code Section 67-2359,Patron Point,Inc. hereby certifies that it is not owned or operated by the Government of China,as defined in said code section,and that during the Term of this Agreement it will not be owned or operated by the Government of China. This Agreement will be governed and construed in accordance with the laws of the State of Idaho,USA. Any legal actions should be brought to the Idaho State courts located in Ada County,Idaho,and we both agree to submit to the jurisdiction of the Idaho Court. SIGNATURE PAGE IMMEDIATELY FOLLOWS Version 22004 8 Patron Point®Subscription Agreement with Eagle Public Library,July 22,2023 Agreement Acceptance The terms and conditions included above fully represent 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, Inc. By: By 3 c— ----...., C---- -----1 . Signe Signed j4,01 7/eir-. C- Eugene A. Shimshock, II Printed Name Printed Name Ail il Or Chief Operating Officer Title Title VA 71010.13. September 8, 2023 Date Date Version 22004