Service Solicited - 2025 - Mango Languages Library - Order Form AgreementMM Mango Languages Library Order Form
Effective Date: MMIDD/2025
Customer Name: Eagle Public Library
Customer Address: 100 N Stierman Way, Eagle, ID 83616
Order petails
Agreement Start Date: 01/01/2026 Agreement End Date: 12/31/2026
Description of Services
Service
(Raterper m)
I Start Date
End Date
Price
Mango Conversations Library Edition
$ 2,700.00
01/01/2026
I 12/31/2026
$ 2,700.00
Mango Movies' Library Edition
Included with Man so con—ri-,
Same as Mango
Conversations
Same as Mango
Conversations
$ 0.00
Little Pim'
$ 270.00
01/01/2026
12/31/2026
$ 270.00
ASL Inside
$ 270.00
01/01/2026
12/31/2026
$ 270.00
"Note: These subscription services require an active Mango Conversations subscription.
AdAirinnal Notes:
otal
rBffl7ing
$ 3,240.00
erval
Annual
These Library Terms of Service (this "Agreement") are made and entered into as of the Effective Date on a Mango approved order form
("Order Form") between the Customer and Creative Empire LLC, d/b/a Mango Languages, a Michigan limited liability company
(°Mango" ).
1. SERVICES. Subject to the satisfaction of the terms and conditions of this Agreement and solely during the Initial Term and any
Successor Term(s), if applicable, Mango shall provide Customer access to the services on the Order Form ("Services").
2. TERM. The "Initial Term" shall start on the Agreement Start Date and end on the Agreement End Date. The Initial Term shall
automatically be extended for successive one (1) year terms (each, a "Successor Term") unless either party provides written notice to the
other parry not less than thirty (30) days prior to the end of any term of its intent not to extend the term. The terms and conditions of
this Agreement shall remain in full force and effect during any term unless modified in writing by the parties on a Mango Change Order
signed by both parties. Notwithstanding the foregoing, Mango reserves the right to terminate any trial period at any time without notice.
Mango Languages I P.O. Box 773164, Detroit, MI 48277-3164 Library Order Form Wor&do= (JUNE 2024)
man�nlaneuaees_corn 1877-626-4611 1 suyaort0mangnlan uages.cem
M Mango Languages Library Order Form
3. PAYMENT. Customer shall pay Mango within 30 days of Customer's receipt of an invoice from Mango. Multi -year terms with
annual payments are invoiced annually in equal annual installments. Payments shall be payable by check, wire transfer, or other
immediately available funds. Prior to the commencement of each Successor Term, Customer and Mango shall agree upon any changes
to the Services and the amount Customer shall pay Mango for the upcoming Successor Term.
4. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE SERVICES
PURCHASED BY CUSTOMER FROM MANGO ARE PROVIDED "AS IS". MANGO DOES NOT MAKE, AND HEREBY DISCLAIMS,
ANY AND ALL OTHER EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING IMPLIED WARRANTIES OF
MERCHANTABI=, FITNESS FOR A PARTICULAR PURPOSE, NONR*-RiNGEMENT OF THIRD -PARTY RIGHTS, AND ANY
WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. To the maximum extent permitted by
applicable law, neither Mango nor its affiliates, licensors or distributors shall be liable to the Customer for any lost profits, cost of
substitute goods or services, or any form of indirect, special, incidental, consequential or punitive damages from any causes of action
arising with respect to the Services that Customer purchases from Mango, whether arising in tort (including negligence), contract, strict
liability or otherwise, whether or not such party has been advised of the possibility of such damage. In no event shall Mango's aggregate
liability under this Agreement exceed the amount actually paid by Customer for the applicable Services in the preceding 12 months.
5. LICENSE. Mango hereby grants the Customer's Authorized Users a limited license to access and make use of the Services.
"Authorized Users" means users who are registered borrowers of the Customer, those that are walk-ins, and those who are remote users
accessing the Services through the Customer's website. Customer will make reasonable efforts to protect Mango's proprietary information
(including but not limited to Mango's intellectual property and other similar Content (as defined below)), will promptly notify Mango
if Customer discovers there is unauthorized use of Mango's Services and will cooperate with Mango to remediate the situation.
6. LICENSE CONDITIONS. As a condition of the license granted in paragraph 5 above, Customer agrees:
a. Not to modify any part of the Services, except with the express and prior written consent of Mango;
b. Not to download any part of the Services, except as allowed in the normal course of usage of the Services;
C. Not to download or copy any account information for the benefit of another merchant;
d. Not to resell or make any commercial use of the Services or its Content;
e. Not to reproduce, duplicate, copy, sell, resell or otherwise exploit the Services for any commercial purpose without the express
written consent of Mango;
f. Not to make any derivative use of the Services or its Content;
g. Not to frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images,
text, page layout, or form) of Mango except for the purposes of this Agreement and for promoting the Services;
h. Not to use any meta tags or any other "hidden text" utilizing the Mango name or trademarks without the express written consent
of Mango;
i. While Mango attempts to ensure that its Services are available 24 hours a day, Mango shall not be liable if for any reason its Services
are unavailable at any time or for any period; provided however, that Mango shall use its best efforts to provide adequate capacity
and bandwidth to support the Customer's needs and provide the Services on a 24 hour basis except for routine maintenance (for
which the Customer is pre -notified). In the event that Mango fails to provide such Services for five days within a 30-day period,
Mango shall provide a pro rata refund for the 30-day period in question;
j. Access to Mango's Services may be suspended temporarily and without notice in the case of system failure, maintenance or repair
or for reasons beyond Mango's control;
k. Certain Content owned or licensed by Mango may be added, removed or unavailable from time to time. Such Content changes
Mango Languages I P.O. Box 773164, Detroit, MI 48277-3164 Library Order Form WonLdom (JUNE 2024)
mangolaneuaQes.catn,1877-626-46111 P� m
MA Mango Languages Library Order Form
shall not be deemed a breach of this Agreement by Mango.
1. Neither the Customer nor any of its Authorized Users shall show any Content, including without limitation any video clips
or movies which may be included in the Content, to any public group or other third parties who are not Authorized Users,
and Customer and its Authorized Users shall abide by all Movie Regulations (if applicable) listed at
https:llIDangol� '� es. comlle Eallmovie-regulations/,;
m. Both Customer and its Authorized Users may deny or revoke their consent for Mango to use any of its/their Personal Data at
any time as allowed by data protection law. However, both Customer and its Authorized Users acknowledge that any such
denial or revocation of consent may materially degrade, or in some cases even entirely prevent, Customer or Authorized Users'
ability to access and/or use all of Mango's software, functions, or features; and
n. Any rights not expressly granted in these terms are reserved.
7. INDEMNIkTTCATION. Mango agrees to indemnify, defend and hold harmless the Customer from and against any loss, claim,
judgment, liability, damage, action or cause of action (including reasonable attorneys' fees and court costs) arising out of or in connection
with a third -party claim that Mango has infringed or misappropriated the patent, copyright, trademark or other intellectual property
rights of a third party. Both parties agree to indemnify, defend and hold the other party and all of their respective members, directors,
officers, employees, attorneys and agents (collectively, "Agents") harmless from and against any loss, claim, judgment, liability, damage,
action or cause of action (including reasonable attorneys' fees and court costs) arising out of or in connection with a third party claim
arising out of the negligence or willful misconduct of that party or their respective Agents with respect to any obligation, term or
condition of this Agreement.
8. SUPPORT. Mango shall support the Customer by responding to emails and phone calls from the Customer. Mango shall make
reasonable efforts to respond to all customer support issues during normal business days between the hours of 9 a.m. and 7 p.m. Eastern
Time, Monday through Thursday, and 9 a.m. and 5 p.m. Eastern Time on Fridays.
9. UPDATES. Mango shall from time to time update its online software and Content related to the Services in its absolute discretion.
The Customer shall only receive updates to the licensed Services. Any changes or enhancements to Mango's consumer edition and/or
other editions not specifically listed on the Customer's Order Form will not necessarily be made to the Services licensed to Customer.
10. ACCESS. Mango intends to provide Authorized Users unlimited access to the Services. In the event that the Customer's
Authorized Users exceed what Mango deems reasonable usage during the term of this Agreement (i.e., Mango determines that usage of
the Services is being excessively abused by a particular user id and password), Mango shall assume that either the number of Customer's
Authorized Users was grossly underestimated or there is piracy of Mango's Service from outside sources. Under such circumEtances,
Mango reserves the right to restrict or limit access to the Services ("Access Limitation"). Mango shall make every effort to provide notice
to and cooperate with Customer prior to any Access Limitation.
11. INTELLECTUAL PROPERTY. All materials on Mango websites or accessible as part of the Services, including without limitation,
text, images, logos, software, audio content and video clips, databases, e-mails, and posted comments and reviews (collectively, the
"Content") are owned or controlled by Mango, its affiliates and/or its licensors, who retain all right, title, and interest in and to the Content.
The Services, websites and Content are protected by the copyright and trademark laws of the United States and other countries,
international conventions, and other applicable laws. Customer shall use all reasonable efforts to ensure that all Authorized Users are
appropriately notified of the importance of respecting Mango's intellectual property rights.
12. LICENSE OF CUSTOMER'S TRADEMARKS. Customer agrees to grant Mango a non-exclusive, non -transferable, royalty -free, right
Mango Languages I P.O. Box 773164, Detroit, MI 48277-3164 Library Order Form Word.docx (TUNE 2024)
m a�njanil7a8@S.COYn 877-626-4611xpgQi �a]3n.anao! s°zaQes.cer.^.
N9 Mango Languages Library Order Form
and license, solely during the Initial or any Successor Terms of the Agreement, to reproduce, display, and otherwise use the trademarks,
service marks, logos, and trade names of Customer solely in connection with the advertising and promotion of Mango's language learning
business.
13. APPLICABLE LAW; JURISDICTION. This Agreement shall be governed by and construed in accordance with the laws of the
State of Idaho.
14. FORCE MAJEURE. Neither party hereto shall be deemed in default of this Agreement to the extent that performance of its
obligations under this Agreement (other than any payment obligations) are delayed or prevented solely by supervening conditions
beyond a party's reasonable control, including without limitation natural disasters, war, terrorism, strikes, power outages, internet
connectivity outages, labor disputes, and government demands or requirements (each, a "Force Majeure"), provided that such party gives
the other party written notice thereof within fifteen (15) days of its discovery of a Force Majeure event that prevents the performance
of its obligations under this Agreement (other than any payment obligations). The time for performance shall be extended for a period
equal to the duration of the Force Majeure, not to exceed six (6) months.
15. TAXES. All prices for the Services and other amounts in this Agreement are exclusive of any applicable customs, duties,
assessments, fees and taxes, including any applicable value added or any other sales taxes (collectively, "Taxes"). Customer shall be
responsible for payment of any and all applicable Taxes to the extent required under applicable law.
16. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between Mango and the Customer regarding the
subject matter hereof, supersedes all prior or contemporaneous agreements, understandings or negotiations between Mango and the
Customer, whether written or oral, regarding the subject matter hereof, and may be amended, modified or waived only by a Mango
Change Order signed by Mango and Customer. Notwithstanding the foregoing, no terms, provisions or conditions of any Customer
purchase order (including Customer's external links to terms and conditions), vendor registration or similar document issued by, or on
behalf of, the Customer will have any effect on the parties nor add to or modify this Agreement, even when signed (before, during, or
after the signing of this Agreement) by Mango, under any circumstances. Any reference to a purchase order or similar documentation
on an invoice or other acceptance thereof is solely for Customer's convenience in record keeping, and no such reference shall be deemed
an acknowledgment of or agreement by Mango to any other Customer terms or conditions associated with any such purchase order or
other Customer provided documentation or vendor registration process. Any such associated terms and conditions shall be of no force
and effect and shall not in any way be deemed to amend, modify, supersede, alter or supplement this Agreement.
17. GENERAL. The parties hereto represent and warrant to the other parry that they each have the right, power, and authority to
enter into and fully perform its obligations under this Agreement and have obtained all necessary licenses, permissions, and consents to
fulfill their respective obligations under this Agreement. This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and assigns, but only Mango may assign any of its rights or obligations under this
Agreement. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under
applicable law. If any provision of this Agreement shall be held to be void or unenforceable by any competent court or tribunal, the
remaining provisions of this Agreement shall continue in full force and effect. No failure or delay by Mango in exercising any right or
power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any right or power hereunder.
Mango Languages I P.O. Box 773164, Detroit, MI 48277-3164 Library Order Form word.docx QUNE 2024)
mangola�o M.comcom 1,977-626-4611 SWpSrL@M1�g21g4nVggec r-m
MANGOMango Languages Library Order Form
Eagle Public Library
5ignatur . L Q
Name:
4�"�O J�C�
Mango:
Creative Empire LLC, d/b/a Mango Languages
Name:
Title:
Mango Languages I P.O. Box 773164, Detroit, MI 48277-3164 Library Order Form Word.docx QUNE 2024)
=ng&ngu M.eom 1877-626-4611 1 mpmriaman lar�py�ees,car
DU usign Envelope ID: 9E3D7624-15F4-447D-BCAfl-43C9F711 EC37
M Mango Languages library Order Form
Cusmmen
Eagle Public Library
Si�naTu:
Name.
Title: * V—' -4 r) A
Creative Empire LLC, d/b/a Mango Languages
Decu5lgned 6y^
5igaasure:
Steve Perakis
Name:
CFO
Tide:
Mango Languages I P.O. Box 773164, Detroit, MI 48277-3164 Library Order Form Word.daes QUNE 2024)
87I-62G-461 i l 2gpR2m@h2aWlanggi-_PC _,,,