TERMS AND CONDITIONS GOVERNING USE OF THE CONNECTOR FRAMEWORK

Notwithstanding any provision of the agreement between Client and Index Data, LLC and/or its subsidiaries or affiliates (“Index Data”):

A. OCLC Online Computer Library Center, Inc. (“OCLC”) is a nonprofit, membership, computer library service and research organization dedicated to the public purposes of furthering access to the world’s information and reducing information costs. OCLC headquarters is located in Dublin, Ohio, U.S.A.

B. Subject to these “Terms and Conditions Governing Use of the Connector Framework” (these “Terms”), Client is hereby granted a non-exclusive right to use the Connector Framework software/computer code and the functionality that it enables (collectively, the “Connector Framework”) solely as a component of and as incorporated into the solution developed for Client by Index Data (the “Solution”).

C. Client shall not (and shall not permit others to):

1) reverse engineer, disassemble, or decompile the Connector Framework or otherwise attempt to discover or recreate the source code to the Connector Framework;

2) make any modification, adaptation, improvement, enhancement, translation, or derivative work of, to or based on the Connector Framework;

3) remove, alter, or obscure any proprietary notices (including copyright notices) or terms and conditions contained in or displayed by the Connector Framework;

4) use, distribute, lend, license, sublicense, rent, transfer or otherwise provide access to the Connector Framework (or any portion thereof) separate from the Solution as a stand-alone service or otherwise; as stated above, the Connector Framework may be used only as a component of the Solution; or

5) take any action or make any omission that would cause the Connector Framework (either alone or as part of the Solution or any portion thereof) to become subject to an open source license or distribution model.

D. No title to or ownership of the Connector Framework or any proprietary rights related to the Connector Framework are transferred to Client by these Terms.

E. OCLC is an intended third-party beneficiary of these Terms. As a result, OCLC has the right and may take all actions necessary to enforce these Terms directly against Client.

F. 1) Index Data and its licensors hereby disclaim all warranties, whether express, implied, or statutory, including, without limitation, the implied warranties of merchantability, fitness for any particular purpose and any implied warranty arising from course of performance, course of dealing, or usage of trade, as to Client’s use of the Connector Framework. Neither Index Data nor its licensors will have any liability (whether in contract, warranty, tort, negligence, or otherwise) for any damages arising from client’s use of the Connector Framework. Client shall not be liable to Index Data or OCLC for indirect, incidental, consequential or exemplary damages whether based on contract, tort or any other legal theory and regardless of whether Client foresaw such damages.

2) These Terms shall be interpreted in accordance with the laws of the State of Ohio and the United States of America, without regard to their respective conflict of laws provisions. The United Nation Convention on Contracts for the International Sale of Goods shall not apply.

3) Sections C, D, E, F and G of these Terms shall survive any expiration or termination of the agreement between Index Data and Client into which these Terms are incorporated.

4) Applies to Clients who are agencies of the United States government: If acquired by an agency of the United States government, the Connector Framework is provided with Restricted Rights, and use is subject to restrictions as set forth in these Terms, 48 CFR 52.227-14, DFARS 252.227-7014, and other applicable clauses. The licensor is OCLC Online Computer Library Center, Inc., 6565 Kilgour Place, Dublin, OH 43017.

5) Neither these Terms nor any rights or obligations hereunder, in whole or in part, shall be assignable, delegable, sublicenseable or otherwise transferable by Client, by operation of law or otherwise, without the prior written consent of OCLC which will not be unreasonably withheld.

6) These Terms are the complete and exclusive statement of the agreement between Index Data and Client concerning use of the Connector Framework and may not be amended except by the written agreement of Index Data and Client. Any terms set forth on any Client purchase order or ordering document will not apply and are superseded by these Terms.

7) No waiver of any right or consent to any breach under these Terms shall be effective unless in writing and signed by Index Data.

8) The provisions of these Terms are to be deemed severable, and the invalidity or unenforceability of any provision shall not affect or impair the validity of the remaining provisions. In substitution for any provision of these Terms held unlawful, there shall be substituted a provision of similar import reflecting the original intent of the parties hereto to the extent permissible under law.

9) All use of the Connector Framework shall be in full compliance with U. S. export regulations. The rights granted to Client hereunder are contingent upon necessary export licenses (if any) being obtained from federal agencies of the United States.

G. The rights to use the Connector Framework afforded by these Terms shall terminate upon any breach of these Terms that is not remedied by Client within ten (10) days after receipt of notice thereof. In the event of Client’s rights to use the Connector Framework terminate, Client shall: (i) cease all use of the Connector Framework; (ii) remove the Connector Framework from its computer systems; (iii) return or destroy, as directed, all copies of the Connector Framework in its possession; and (iv) certify in writing as to its compliance with this Section G, upon request. 
