Loading...
Service Solicited - 2025 - Library IQ - Library IQ Performance Analytics Docusign Envelope ID:091AOD2A-E81D-449F-9B63-2EE2393B5B31 SUBSCRIPTION SERVICES ORDER FORM Customer: Eagle Public Library Contact: Steve Bumgarner Address: 100 N Stierman Way Phone: 970-686-5603 ext. 301 Eagle ID 83616 E-Mail: sbumgamer@cityofeagle.org Services:LibrarylQ Performance Analytics(the"Service(s)"). LibrarylQ Customer Portal Access Annual Collection Management Plan with Targets Status Reports&Reviews Community Demographics Services Fees: $12,000 per year, payable in advance, Initial Service Term: January 1,2026—December 31, subject to the terms of Section 5 herein. 2026 Complimentary Service Term:Execution—December 31,2025 Service Capacity:Limited to 15 unique logins. ILS and Version:Polaris Libraries: 1 Library/Branch Structure(Consortium): Idaho Lynx Consortium Implementation Services: LibrarylQ will use commercially reasonable efforts to provide Customer the services described in the Statement of Work("SOW")attached as Exhibit A hereto("Implementation Services"), and Customer shall pay LibrarylQ the Implementation Fee in accordance with the terms herein. Implementation Fee(one-time): $2,500(Waived upon payment of Subscription Services fee) SUBSCRIPTION SERVICES AGREEMENT This LibrarylQ Performance Analytics Subscription Service Agreement ("Agreement") is entered into on this _ day of , 2025 (the "Effective Date") between LibrarylQ, a Delaware limited liability company with a principal place of business at 2600 Tower Oaks Drive,Rockville Maryland 20852 ("LibraryIQ"),and the Customer listed above ("Customer"). This Agreement includes and incorporates the above Order Form, as well as the attached Terms and Conditions and contains,among other things,warranty disclaimers, liability limitations and use limitations. There shall be no force or effect on any different terms of any related purchase order or similar form even if signed by the parties after the date hereof. LIBRARYIQ,LLC CUSTOMER By: By Todd Frager Name: er I�•e_ CEO Title: Lector ' A ra-vr EAST\180427438.1 Docusign Envelope ID:091A0D2A-E81D-449F-9B63-2EE2393B5B31 SUBSCRIPTION SERVICES ORDER FORM Customer:Eagle Public Library Contact:Steve Bumgarner Address: 100 N Stierman Way Phone: 970-686-5603 ext. 301 Eagle ID 83616 E-Mail:sbumgarner@cityofeagle.org Services: LibrarylQ Performance Analytics(the"Service(s)"). LibrarylQ Customer Portal Access Annual Collection Management Plan with Targets Status Reports&Reviews Community Demographics Services Fees: $12,000 per year, payable in advance, Initial Service Term: January I,2026—December 31, subject to the terms of Section 5 herein. 2026 Complimentary Service Term: Execution—December 31,2025 Service Capacity: Limited to 15 unique logins. ILS and Version: Polaris Libraries: 1 Library/Branch Structure(Consortium): Idaho Lynx Consortium Implementation Services: LibrarylQ will use commercially reasonable efforts to provide Customer the services described in the Statement of Work("SOW")attached as Exhibit A hereto("Implementation Services"),and Customer shall pay LibrarylQ the Implementation Fee in accordance with the ter rAin. Implementation Fee(one-time): $2,500(Waived upon payment of Subscription Services fee) SUBSCRIPTION SERVICES AGREEMENT This LibraryIQ Performance Analytics Subscription Service Agreement ("Agreement") is entered into on this 1 day of December2025 (the "Effective Date") between LibrarylQ, a Delaware limited liability company with a principal place of business at 2600 Tower Oaks Drive,Rockville Maryland 20852 ("LibraryIQ"),and the Customer listed above ("Customer"). This Agreement includes and incorporates the above Order Form, as well as the attached Terms and Conditions and contains,among other things, warranty disclaimers, liability limitations and use limitations. There shall be no force or effect on any different terms of any related purchase order or similar form even if signed by the parties after the date hereof. LIBRARYIQ,LLC CUSTOMER By: 7°dd�egf � By: ' Todd Frager Name: mgarn-er le—)1 - -; ;- CEO Title: Director `�i�� .0( 1 EAST\180427438.1 Docusign Envelope ID:091AOD2A-E81D-449F-9663-2EE2393B5B31 TERMS AND CONDITIONS 1. LIBRARYIQ PERFORMANCE ANALYTICS guarantee the privacy, security, integrity or authenticity of any SUBSCRIPTION SERVICES AND SUPPORT information transmitted over or stored in any system connected to or accessible via the Internet or otherwise or whether any such 1.1 Subject to the terms and conditions of this Agreement, security precautions will be adequate or sufficient. LibraryIQ LibraryIQ will use commercially reasonable efforts to provide shall not (a) modify Customer Data, (b) disclose Customer Data Customer a limited, non-exclusive, non-transferable right to except as compelled by law or as expressly permitted in writing access and use the Services solely for Customer's internal by Customer, or (c) access Customer Data except to provide the business use. As part of the registration process, Customer will Services and prevent or address service or technical problems, or identify an administrative username and password for at Customer's request in connection with customer support. Customer's LibraryIQ account. LibraryIQ reserves the right to refuse registration of or cancel passwords it deems inappropriate. Except with Customer s consent [or as necessary to prevent a Customer's use of the Services may be subject to certain material service disruption], LibraryIQ will host the Services limitations, which limitations will be specified in the Order (and Customer Data processed through the Services) in facilities located in the United States. Form. 1.2 Subject to the terms hereof, LibraryIQ will provide 2. RESTRICTIONS AND RESPONSIBILITIES Customer with reasonable technical support services in 2.1 Customer will not, directly or indirectly: (a) reverse accordance with LibraryIQ's standard practice. engineer, decompile, disassemble or otherwise attempt to 1.3 Except as expressly granted in this Agreement,there are discover the source code, object code or underlying structure, no other licenses granted to Customer, express, implied or by ideas, know-how or algorithms relevant to the Services or any software, documentation, information or data related to the way of estoppel. All rights not granted in this Agreement are Services ("Software"); (b) modify, duplicate, translate, or create reserved by LibraryIQ. derivative works based on the Services or any Software (except 1.4 LibraryIQ may use the services of one or more third to the extent expressly permitted by LibraryIQ or authorized parties to delivery any part of the Services. LibraryIQ will pass- within the Services); (c)rent,lease, distribute, sell,resell,assign, through any warranties to the extent that LibraryIQ receives any or otherwise transfer its rights to use the Services or any from its then current third-party service provider that it can Software;(d)use the Services or any Software for timesharing or provide to Customer. Customer agrees to comply with any service bureau purposes or otherwise for the benefit of a third acceptable use policies and other terms of any third-party service party; (e)use the Services or any Software for any purpose other provider that are provided or otherwise made available to than its intended purpose; (f) interfere with or disrupt the Customer from time to time. integrity or performance of the Services or any Software; (g) attempt to gain unauthorized access to the Services or any 1.5 LibraryIQ will issue to Customer, user logins and Software or their related systems or networks; or(h)remove any passwords authorized to access and use the Services. Customer proprietary notices or labels. shall be, and shall ensure that each of its users are, responsible for maintaining the confidentiality of all user logins and 2.2 In addition, if any part of the Services or any Software passwords. Customer is solely responsible for any and all access licensed to Customer consists of services, information, and use of the Services that occurs using login and passwords technology, data, analyses or reports provided by Claritas LibraryIQ issues to Customer. Customer shall restrict its users ("Claritas Materials"),Customer will not,directly or indirectly, from sharing passwords. Customer agrees to immediately notify do any of the following: (a) disclose or distribute any portion of LibraryIQ of any unauthorized use of any account or login and the Claritas Materials to any third party; (b) duplicate, modify, password issued to Customer, or any other breach of security reverse engineer, decompile, disassemble or decode the Claritas known to Customer. LibraryIQ shall have no liability for any Materials; (c) place any portion of the Claritas Materials on any loss or damage arising from Customer's failure to comply with website or retrieval system that may be accessed outside of the terms set forth in this Section. Customer's immediate organization; (d) use any portion of the 1.6 LibraryIQ will use commercially reasonable efforts to Claritas Materials for purposes of determining adverse terms and conditions of or eligibility of an individual for employment, maintain appropriate administrative, physical and technical credit,healthcare treatment, insurance(including,but not limited safeguards for protection of the security, confidentiality and to health insurance), or for any purpose for which a consumer integrity of any Customer Data (as defined below) in a manner report may be used under the Fair Credit Reporting Act; (e) use consistent with what LibraryIQ provides generally to its other any portion of the Claritas Materials in any way that could result customers. Notwithstanding the foregoing, Customer in disparate impact or treatment under the Equal Credit acknowledges that, notwithstanding any security precautions Opportunity Act or the Fair Housing Act; (f) use the Claritas deployed by LibraryIQ, the use of, or connection to, the Internet Materials in a way that negatively characterizes any ZIP, ZIP+4, provides the opportunity for unauthorized third parties to ZIP+6 or household or exclude any ZIP, ZIP+4, ZIP+6 or circumvent such precautions and illegally gain access to the household in a way that could result in disparate impact or Services and Customer Data. LibraryIQ cannot and does not treatment on a prohibited basis under the Equal Credit 2 EAST\180427438.1 Docusign Envelope ID:091A0D2A-E81D-449F-9B63-2EE2393B5B31 Opportunity Act (15 U.S.C. § 1691 et seq.) and Regulation B 3. AVAILABILITY; SUPPORT under that Act or the Fair Housing Act (42 U.S.0 §§ 3601 et 3.1 Subject to the terms and conditions of this Agreement, seq.);(g)attempt to identify or re-identify an individual from any LibrarylQ will use commercially reasonable efforts to make the portion of the Claritas Materials; (h) use any portion of the Services available with minimal downtime 24 hours a day, 7 Claritas Materials in any legal or administrative proceeding; or days a week; provided, however, that the following are excepted (i) use any portion of the Claritas Materials to drive physical from availability commitments: (a) planned downtime (with store, site or location planning and placement, including the regard to which LibrarylQ will use commercially reasonable identification or ranking of: (1) markets based on growth efforts to provide at least 48 hours advance notice, and (b) potential (market prioritization) for site placement, (2) high routine maintenance times currently scheduled for every day potential areas to determine the number of physical sites to drive 3AM to 6AM EST and as otherwise specified by LibraryIQ, and optimal sales (market optimization), or(3)physical locations for (c) any unavailability caused by a Force Majeure Event (as review and analysis of store trade area(site scoring or planning). defined below). Certain enhancements to the Services made Customer must at all times comply with the DMA Guidelines for generally available at no cost to all subscribing customers during Ethical Business Practice (www.thedma.org) and all applicable the Term will be made available to Customer at no additional laws for any use of the Claritas Materials. charge. However,the availability of some new enhancements to 2.3 Customer represents, covenants, and warrants that the Services may require the payment of additional fees, and Customer will be solely responsible for its actions and the actions LibrarylQ will determine in its sole discretion whether access to of its users while using the Services, and will use the Services any other such new enhancements will require an additional fee. only in compliance with LibrarylQ's standard published policies 3.2 LibraryIQ will make available a Contact Support then in effect (the "Policy") and all applicable laws and ticketing system for customers to initiate trouble reports regulations. Although LibraryIQ has no obligation to monitor requesting service. The Contact Support ticketing system is Customer's use of the Services, LibraryIQ may do so and may available at all times and requests will be handled between 8:00 prohibit any use of the Services it believes may be(or alleged to a.m. and 5:00 p.m. EST,Monday through Friday,excluding legal be)in violation of the foregoing. holidays. Contact information for an Account Manager will be 2.4 Customer shall be responsible for obtaining and provided during onboarding. Support severity levels are outlined maintaining any equipment and ancillary services needed to in Exhibit B. LibraryIQ will use commercially reasonable efforts connect to, access or otherwise use the Services, including, to respond to all helpdesk tickets as follows: Severity 1 within 8 without limitation, modems, hardware, servers, software, hours,Severity 2 within 24 hours, Severity 3 within 72 hours. operating systems, networking, web servers and the like 4. CONFIDENTIALITY;PROPRIETARY RIGHTS (collectively,"Equipment"). Customer shall also be responsible for maintaining the security of the Equipment,Customer account, 4.1 Each party(the"Receiving Party")understands that the passwords (including but not limited to administrative and user other party (the "Disclosing Party") has disclosed or may passwords) and files, and for all uses of Customer account or the disclose non-public business, technical or financial information Equipment with or without Customer's knowledge or consent. relating to the Disclosing Party's business that is marked 2.5 LibraryIQ may temporarily suspend Customer's or its confidential and proprietary, or that the Disclosing Party users' access to the Services in the event that either Customer identifies as confidential and proprietary, or that by the nature of any of its users is engaged in,or LibraryIQ in good faith suspects the circumstances surrounding the disclosure or receipt ought to Customer or any of its users is engaged in, any unauthorized be treated as confidential and proprietary information conduct (including, but not limited to any violation of this (hereinafter referred to as "Confidential Information" of the Agreement). LibraryIQ will attempt to contact Customer prior to Disclosing Party). Confidential Information of LIBRARYIQ includes non-public information regarding features, functionality or contemporaneously with such suspension; provided, however, and performance of the Service and any Software, and the that LibraryIQ's exercise of the suspension rights herein shall not Claritas Materials. Confidential Information of Customer be conditioned upon Customer's receipt of any notification. includes non-public data provided by Customer to LibraryIQ to Customer agrees that LibraryIQ shall not be liable to Customer, any of its users,or any other third party if LibraryIQ exercises its enable the provision of the Services ("Customer Data"). The Receiving Party shall, at all times, both during the Term and suspension rights as permitted by this Section. Upon determining that Customer has ceased the unauthorized conduct thereafter, keep in confidence and trust all of the Disclosing leading to the temporary suspension to LibraryIQ's reasonable Party s Confidential Information received by the Receiving satisfaction, LibraryIQ shall reinstate Customer's and its Party. The Receiving Party shall not use the Confidential Information of the Disclosing Party other than as necessary to respective users' access and use of the Services. If there are fulfill the Receiving Party's obligations or to exercise the repeated incidences of suspension, regardless of the same or , different cause and even if the cause or conduct is ultimately Receiving Party s rights under this Agreement. Each party cured or corrected, LibraryIQ may, in its reasonable discretion, agrees to secure and protect the other party's Confidential determine that such circumstances, taken together, constitute a Information with the same degree of care as such party's own material breach. Confidential Information (but in no event less than reasonable care), and to take appropriate action with its employees or other 3 • EAST\l 80427438.1 Docusign Envelope ID:091AOD2A-E81D-449F-9B63-2EE2393B5B31 agents who are permitted access to the other party's Confidential offerings, and (b) disclose such data solely in aggregate or other Information to satisfy its obligations under this Section. The de-identified form in connection with its business. No rights or Receiving Party shall not disclose Confidential Information of licenses are granted except as expressly set forth herein. the Disclosing Party to any person or entity other than its 4.4 Customer represents and warrants that all personal officers, employees and agents who need access to such information to be processed by LibrarylQ for Customer has been Confidential Information in order to perform this Agreement and and shall be collected and processed by Customer in accordance who are subject to confidentiality obligations at least as stringent with applicable privacy laws and any applicable Customer as the obligations set forth in this Agreement. The obligations privacy policies or notices. [The Parties will comply with all set forth herein shall not apply to the extent that Confidential applicable state and federal laws,rules and regulations applicable Information includes information which: (a)was known by the to the processing of personal information under this Agreement.] Receiving Party prior to receipt from the Disclosing Party either LibrarylQ will only process Customer personal information for itself or through receipt directly or indirectly from a source other the purposes of providing the Services to Customer. LibrarylQ than one having an obligation of confidentiality to the Disclosing will not sell, rent, release, disclose, disseminate, make available, Party; (b)was developed by the Receiving Party without use of transfer or otherwise communicate Customer personal the Disclosing Party's Confidential Information; or (c)becomes information to any third party for monetary or other valuable publicly known or otherwise ceases to be secret or confidential, consideration. Customer specifically agrees not to use the except as a result of a breach of this Agreement or any obligation Services to collect, store, process or transmit any sensitive of confidentiality by the Receiving Party. Nothing in this personal information, including, but not limited to, government Agreement shall prevent the Receiving Party from disclosing identification numbers, financial account numbers, payment card Confidential Information to the extent the Receiving Party is numbers or information,health or medical information,biometric legally compelled to do so by any governmental or regulatory information, or any information that constitutes "sensitive authority; provided, however, that prior to any such disclosure, personal information" or similar terms as defined under the Receiving Party shall (x)assert the confidential nature of the applicable law. Confidential Information to the authority; (y)immediately notify the Disclosing Party in writing of the authority's order or request 5. PAYMENT OF FEES to disclose; and (z)cooperate fully with the Disclosing Party in 5.1 Customer will pay LibrarylQ the then applicable fees protecting against any such disclosure and in obtaining a described in the Order Form for the Services and Implementation protective order narrowing the scope of the compelled disclosure and protecting its confidentiality. The Parties agree that any Services in accordance with the terms therein (the "Fees"). unauthorized disclosure of Confidential Information may cause Except as otherwise specified in this Agreement, payments immediate and irreparable injury to the Disclosing Party and that, obligations are non-cancelable, and fees paid are non-refundable. in the event of such breach, the Receiving Party will be entitled, If Customer s use of the Services exceeds the Service Capacity in addition to any other available remedies, to seek immediate set forth on the Order Form or otherwise requires the payment of injunctive and other equitable relief, without bond and without additional fees(per the terms of this Agreement),Customer shall the necessity of showing actual monetary damages. be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. LibraryIQ 4.2 Customers shall own all rights, title and interest in and reserves the right to change the Fees or applicable charges and to to the Customer Data. LibraryIQ shall own and retain all right, institute new charges and Fees at the end of the Initial Service title and interest in and to (a)the Services and Software, and all Term or then-current renewal term, upon thirty(30) days' prior improvements, enhancements or modifications thereto, (b) any notice to the Customer (which may be sent by email). If software, applications, inventions or other technology developed Customer believes that LibraryIQ has billed Customer in connection with Implementation Services or support, (c) all incorrectly, Customer must contact LibraryIQ no later than sixty suggestions, ideas and feedback proposed by Customer regarding (60)days after the closing date on the first billing statement in the Services (collectively, "Feedback"), and (d) all intellectual which the error or problem appeared, in order to receive an property rights related to any of the foregoing. Customer hereby adjustment or credit. Inquiries should be directed to LibrarylQ's does and will irrevocably assign to LibraryIQ all Feedback and customer support department. all intellectual property rights in the Feedback. 5.2 LibraryIQ may choose 'to bill through an invoice, in 4.3 Notwithstanding anything to the contrary, LibraryIQ which case, full payment for invoices issued in any given month shall have the right to collect and analyze data and other must be received by LibraryIQ thirty(30) days after the mailing information relating to the provision, use and performance of date of the invoice. Unpaid amounts are subject to a finance various aspects of the Services and related systems and charge of 1.5% per month on any outstanding balance, or the technologies (including, without limitation, information maximum permitted by law, whichever is lower, plus all concerning Customer Data and data derived therefrom), and expenses of collection and may result in suspension or immediate LibraryIQ will be free (during and after the term hereof) to (a) termination of Service. Customer shall be responsible for all use such information and data to improve and enhance the taxes associated with Services other than U.S. taxes based on Services and for other development, diagnostic and corrective LibraryIQ's net income. purposes in connection with the Services and other LibraryIQ 4 EAST\180427438.1 Docusign Envelope ID:091A0D2A-E81D-449F-9B63-2EE2393B5B31 6. TERM AND TERMINATION provide advance notice in writing or by e-mail of any scheduled 6.1 Subject to earlier termination as provided below, this service disruption. HOWEVER, LIBRARYIQ, ON BEHALF Agreement is for the Initial Service Term or any multiyear OF ITSELF AND ITS THIRD-PARTY LICENSORS, DOES Ongoing Service Terms as specified in the Order Form and shall NOT WARRANT THAT THE SERVICES WILL BE be automatically renewed for additional periods of the same UNINTERRUPTED OR ERROR FREE;NOR DOES IT MAKE duration as the Initial Service Term or multiyear Ongoing ANY WARRANTY AS TO THE RESULTS THAT MAY BE Services Terms (collectively, the "Term"), unless one party OBTAINED FROM USE OF SOFTWARE OR SERVICES. gives the other written notice of non-renewal at least ninety(90) EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SOFTWARE, SERVICES AND IMPLEMENTATION days prior to the end of the then-current term. SERVICES ARE PROVIDED "AS IS"AND LIBRARYIQ, ON 6.2 In addition to any other remedies it may have, either BEHALF OF ITSELF AND ITS THIRD PARTY LICENSORS, party may also immediately terminate this Agreement (a) if the DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, other party materially breaches any of the terms or conditions of INCLUDING, BUT NOT LIMITED TO, IMPLIED this Agreement and fails to correct the breach within thirty (30) WARRANTIES OF MERCHANTABILITY, FITNESS FOR A days after receiving written notice specifying the breach (or, if PARTICULAR PURPOSE AND NON-INFRINGEMENT. the breach cannot be corrected within thirty (30) days, fails to progress diligently towards correction); (b) immediately for any 8. LIMITATION OF LIABILITY nonpayment by the other party, (c)immediately if the other party IN NO EVENT SHALL LIBRARYIQ AND ITS LICENSORS, (i)files a petition for bankruptcy or has a petition for bankruptcy SUPPLIERS, OFFICERS, REPRESENTATIVES, filed against it that is not dismissed within sixty (60) days after AFFILIATES, CONTRACTORS AND EMPLOYEES BE filing,(ii) admits its inability to pay its debts as they mature, (iii) LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, makes an assignment for the benefit of its creditors or(iv)ceases CONSEQUENTIAL OR PUNITIVE DAMAGES, to function as a going concern or to conduct its operations in the REGARDLESS OF THE NATURE OF THE CLAIM, normal course of business. Customer will pay in full for the INCLUDING, WITHOUT LIMITATION, LOST PROFITS, Services up to and including the last day on which the Services COSTS OF DELAY, ANY FAILURE OF DELIVERY, FOR are provided. In no event shall any termination relieve Customer ERROR OR INTERRUPTION OF USE OR FOR LOSS OR of the obligation to pay any fees payable to LibraryIQ for the INACCURACY OR CORRUPTION OF DATA OR COST OF period prior to the effective date of termination. PROCUREMENT OF SUBSTITUTE GOODS, OR 6.3 Upon expiration or termination of this Agreement, LIABILITIES TO THIRD PARTIES ARISING FROM ANY (a)LibraryIQ shall cease performance of all Services and SOURCE, EVEN IF LIBRARYIQ HAS BEEN ADVISED OF Customer shall cease use of and access to the Services; (b) all THE POSSIBILITY OF SUCH DAMAGES. THIS Order Forms and Statements of Work shall terminate; and(c) all LIMITATION UPON DAMAGES AND CLAIMS IS fees and other amounts owed to LibraryIQ shall be immediately INTENDED TO APPLY WITHOUT REGARD TO WHETHER due and payable by Customer, including without limitation, all OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN fees incurred under any outstanding SOW up through the date of BREACHED OR HAVE PROVEN INEFFECTIVE. THE termination. Within ten (10) days of the effective date of CUMULATIVE LIABILITY OF LIBRARYIQ TO termination each Receiving Party shall return or destroy all items CUSTOMER FOR ALL CLAIMS ARISING FROM OR of Confidential Information then in the Receiving Party's RELATING TO THIS AGREEMENT, INCLUDING, possession or control, including any copies, extracts or portions WITHOUT LIMITATION, ANY CAUSE OF ACTION thereof, and upon request shall certify in writing to Disclosing SOUNDING IN CONTRACT, TORT, OR STRICT Party that it has complied with the foregoing. LIABILITY, SHALL NOT EXCEED THE FEES PAID BY 6.4 All sections of this Agreement which by their nature CUSTOMER TO LIBRARYIQ FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE should survive termination will survive termination, including, ACT THAT GAVE RISE TO THE LIABILITY. without limitation, accrued rights to payment, confidentiality obligations,warranty disclaimers,and limitations of liability. 9. MISCELLANEOUS 7. WARRANTY AND DISCLAIMER If any provision of this Agreement is found to be unenforceable LIBRARYIQ shall use reasonable efforts consistent with or invalid, that provision will be limited or eliminated to the prevailing industry standards to maintain the Services in a minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. All waivers and manner that minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional modifications must be in a writing signed by both parties, except as otherwise provided herein. This Agreement is not assignable, and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled transferable or sublicensable by Customer except with emergency maintenance, either by LibraryIQ or by third-party LibraryIQ's prior written consent. LibraryIQ may transfer and providers, or because of other causes beyond LibrarylQ's assign any of its rights and obligations under this Agreement reasonable control, but LibraryIQ shall use reasonable efforts to without consent. No agency, partnership, joint venture, or 5 EAST\180427438.1 Docusign Envelope ID:091A0D2A-E81D-449F-9B63-2EE2393B5B31 employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind LibrarylQ in any respect whatsoever. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent,if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Idaho without regard to its conflict of laws provisions. Except for Customer's payment obligations, neither party shall be liable for any failure or delay in performance under this Agreement due to fire, explosion, earthquake, storm, flood or other weather; unavailability of necessary utilities or raw materials; Internet service provider failures or delays, or denial of service attacks; war, civil unrest, acts of terror, insurrection, riot, acts of God or the public enemy; strikes or other labor problems; any law, act, order,proclamation,decree,regulation,ordinance,or instructions of government or other public authorities, or judgment or decree of a court of competent jurisdiction (not arising out of breach by such party of this Agreement); or any other event beyond the reasonable control of the party whose performance is to be excused (each, a "Force Majeure Event"). This Agreement, including all applicable Order Forms and SOWs, constitute the entire agreement between the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. LibrarylQ 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. 6 EAST\180427438.1 Docusign Envelope ID:091A0D2A-E81D-449F-9B63-2EE2393B5B31 EXHIBIT A Statement of Work Implementation Services LibrarylQ will provide the following services: • LibrarylQ will set up a data extract with Customer's ILS. Customer will provide access within 5 business days of execution of agreement or access to services may be delayed. • LibrarylQ will import and map Customer ILS data. • LibrarylQ will provide Customer training on basic services functionality, two 90-minute sessions for up to 5 users per session. EXHIBIT B Severity Levels Severity Description Examples 1 A critical incident with very high impact Service is completely down. Confidentiality or privacy is breached. Customer data loss 2 A major incident with significant impact Core is significantly impacted A minor inconvenience, workaround available 3 A minor incident with low impact Usable performance degradation 7