Loading...
Service Solicited - 2024 - Springshare - SpringShare Software SubscriptionQuotation Date: Specifically for: Effective Date: sprtngshare August 14, 2024 Eagle Public Library 10 N. Stierman Way Eagle, Idaho 83616 October 1, 2024 QUOTATION Thank you for considering Springshare products and services. We are delighted to present our quotation which is valid for 60 days from the Quotation Date (above). Software and Services Proposed: Annual Subscription(s) Effective Date / License Start Termination Date / License End Price Patron Point Annual Service 10/1/24 9/30/25 $5,300.00 PatronSync Real -Time Interface 10/1/24 9/30/25 $1,000.00 Verify Address Verification Service 10/1/24 9/30/25 $1,000.00 Recommends Reading Advisory Service 10/1/24 9/30/25 $945.00 Sub Total $8,245.00 One Time Fees Sub Total 0.00 TOTAL Transaction Fees* Verify Transaction Fees (each) 10/1/24 9/30/25 $0.30 Please note: State and local taxes (where applicable) are not included. Terms and Conditions * Transaction Fees. Transaction Fees. As the cost for these services will vary based on transaction volume, we invoice for these services in arrears. Carrier fees are billed along with message fees. Version 24004 Springshare License Agreement — Eagle Public Library 2 of 6 August 14, 2024 You are responsible for any costs associated with vendors or products whose services and tools interface with Springshare's products e.g. output programs, services, or subscriptions to APIs from the Library's ILS vendor. By signing below, you indicate that you that have full authority to enter into this agreement and accept the quotation provided and the terms and conditions provided in the Subscription Agreement in Appendix A. Licensee Eagle Public Library Name: Y a Title: YV\.C4 O (Z Signed: Date: io12312H Licensor Springshare LLC Name: Carrie E. Williams Title: Vice President, Professional Services Signed: WIN/6 191 CG OP\ tol2,Z(2'4 Date: September 25, 2024 Version 24004 Springshare License Agreement — Eagle Public Library 3 of 6 August 14, 2024 Appendix A Springshare LLC Software Subscription Agreement AGREEMENT: Subject to payment of applicable subscription fees, as specified in the Addendum to this Agreement, Springshare (801 Brickell Ave. Floor 8, Miami FL 33131) ("SPRINGSHARE" or "Licensor") hereby grants Eagle Public Library, 100 North Stierman Way, Eagle, ID 83616, ("Customer" or "Licensee") ("Licensor" and "Licensee," each a "Party" and, together, "Parties") a non-exclusive, non -transferable license to use the software listed in the Quotation ("Software"). The License begins on the Effective Date (as set forth in the Quotation) and continues until the Termination Date (as set forth in the Quotation) unless renewed. This License may be extended by the mutual agreement of the parties and after Licensee's payment of the agreed upon annual renewal license fee (which fee may be increased from time to time). Absent Licensor's express written consent, Licensee shall not, nor shall it permit, authorize, or assist any third party to: • modify, translate, merge, reproduce, enhance, or create derivative works based on the Software; • sell, resell, license, distribute rent, lease, grant a security interest in, or otherwise transfer rights to, the Software; or • reverse engineer or use the Software to (a) build a competitive product or service; (b) build a product using similar ideas, features; or functions of the Software or (c) copy any ideas, features, or functions of the Software. Licensor may modify this Agreement only with the mutual agreement of the Licensee. Licensee represents and warrants to Licensor that it will not transmit any materials that violate the rights of any third party, including intellectual property and contractual rights, or personal or privacy rights. Licensor shall not be responsible for losses, costs, expenses, claims and liabilities (including attorneys' fees) arising out of or relating to Licensee's violation of this Agreement. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY BY JURISDICTION. TITLE: The Software is licensed, not sold, and Licensee has no ownership rights in the Software. Except for the License granted herein, Licensor retains all title, ownership rights, and intellectual property rights in the Software. The Software is protected by the copyright laws and treaties. The Licensor represents and warrants that it holds the rights to the intellectual property of the Software. Title and related rights in the content accessed through the Software is the property Version 24004 Springshare License Agreement — Eagle Public Library 4 of 6 August 14, 2024 of the applicable content owner and may be protected by applicable law. This License gives you rights to use such content only within this Software. TERMINATION: This License shall be terminated if either Party commits a material or persistent breach of any term of this License and fails to remedy that breach (if capable of remedy) within thirty (30) days of notification in writing by the other Party. Either Party may terminate this License for any reason upon thirty (30) days written notice to the other Party. Upon termination, Licensee must cease using the Software and any continued use of Software by Licensee after termination shall be unauthorized. If Licensor is unable to service the Software until the end of the subscription period, or if Licensor unilaterally terminates the agreement, Licensor will provide a pro -rated refund to Licensee of the paid but unused subscription period, rounded up to the nearest full month. If Licensee unilaterally terminates this Agreement, the Licensee forfeits the right to the pro -rated refund of the unused subscription fees. OWNERSHIP OF DATA: Licensor does not own any data, information, or material that Licensee submits to the Software ("Customer Data"). Licensee, not Licensor, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Licensor shall not be responsible or liable for the deletion, correction, destruction, damage, loss, or failure to store any Customer Data. Licensor agrees to only use Customer Information for the purposes of operating the Software and agrees to never resell, rent, or otherwise provide Customer Data to any third party unless specifically for the purposes of operating the Software to perform services under this Agreement. These restrictions shall not apply with respect to any confidential information of Licensee to the extent such confidential information: (a) is or has become generally publicly known or available other than by any act or omission of Licensor; (b) was rightfully known by Licensor before the time of first disclosure to Licensor by Licensee; (c) is rightfully obtained without restriction from a third party who has the right to make such disclosure and without breach of any duty of confidentiality to Licensee; or (d) is independently developed by Licensor without use of, reliance upon or reference to any confidential information of Licensee. In the event this Agreement is terminated, Licensor will make available to Licensee a file of the Customer Data in XML format within 30 days of termination if requested at the time of termination. Licensor agrees that it will delete Customer Data within 31 days of termination. Licensor will not be responsible for damages or for delays or failures in performance resulting from acts or occurrences beyond their reasonable control. Licensor's services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. Licensor is not responsible for any delays, delivery failures, or other damage resulting from such problems. Version 24004 Springshare License Agreement - Eagle Public Library 5 of 6 August 14, 2024 LIMITATION OF LIABILITY: UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOSS OF DATA, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT LICENSOR RECEIVED OVER THE PREVIOUS 12 MONTHS FROM LICENSEE FOR A LICENSE TO THE SOFTWARE. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FURTHERMORE, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU. SEVERABILITY: If any provision of this Agreement is held to be unenforceable, such provision shall be reformed to the extent necessary and to the extent possible to make it enforceable. If any such provision held enforceable cannot be reformed, the remainder of this License shall remain in effect. COUNTERPARTS: This License may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same License. Delivery of an executed counterpart of a signature page to this License by facsimile or scanned pages shall be effective as delivery of a manually executed counterpart to this License. RELATIONSHIP OF THE PARTIES: Nothing contained in this License will be construed to (1) constitute the Parties as partners, joint venturers, co -owners, or otherwise as participants in a joint or common undertaking or (2) allow either Party to create or assume any obligation on behalf of the other Party for any purpose whatsoever. GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of Idaho. Version 24004 Springshare License Agreement - Eagle Public Library 6 of 6 August 14, 2024 Appendix B WHEREAS, the Idaho Legislature during its 2023 legislative session passed an act, codified at Idaho Code § 67-2359, requiring public entities of the State of Idaho to include in certain contracts for services (including any renewals of such contracts) a written certification that the Vendor/Contractor is not currently owned or operated by the government of China and will not for the duration of the contract be owned or operated by the government of China; and 1. STATUTORY CERTIFICATIONS: In accordance with Idaho Code Section 67-2359 Springshare LLC 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. Version 24004