Exhibit 2: One Year Limited Warranty
Bibliotheca warrants that the equipment provided in conjunction with any Bibliotheca developed and supplied system to be free from factory defects for a period of one year from the date of installation.
This limited warranty does not extend to any Bibliotheca product which, in the sole judgment of Bibliotheca has been subjected to abuse, misuse, neglect, improper installation, or accident, or any damage due to use or misuse produced from integration of the products into any mechanical, electrical, or computer systems. Further, any abuse, misuse, neglect, improper installation, accident, enhancement, modification, alteration or change made without Bibliotheca’s written consent will invalidate Bibliotheca’s Limited Product Warranty.
In the event that it is determined the equipment failure is covered under this warranty, Bibliotheca shall, at its sole option, repair or replace the piece of equipment with functionally equivalent or better equipment and return such repaired or replaced equipment without charge for service or return freight.
This limited warranty, except as to title is in lieu of all other warranties or guarantees, either express or implied, and specifically excludes, without limitation, warranties of merchantability and fitness for a particular purpose under the uniform commercial code or arising out of custom or conduct. The rights and remedies provided herein are exclusive and in lieu of any other rights or remedies.
In no event shall Bibliotheca be liable for any indirect or consequential damages, incidental damages, damages to person or property, or other damages or expenses due directly or indirectly to the purchased equipment, except as stated in this warranty. In no event shall any liability of Bibliotheca exceed the actual amount paid to Bibliotheca for a specific piece of equipment involved in the incident.
Unless specifically contracted otherwise, warranty service is provided under the terms and conditions of Bibliotheca’s standard yearly support and maintenance agreement with the exception of any reference to software updates.
Exhibit 3: Terms and Conditions of Support and Maintenance
WHAT WE WILL DO:
Hardware: In consideration of payment of the agreement price, bibliotheca will furnish labor and replacement parts necessary to maintain the Equipment specified in this agreement in proper operating condition during the term of this agreement, provided that the Equipment is installed by an authorized Bibliotheca Service Provider and used as directed. This Service Agreement covers Equipment failure during normal usage. Bibliotheca agrees to provide:
- On-site remedial maintenance during On-Site Coverage Hours (except for depot repair agreements) When Bibliotheca is notified that the Equipment is not in good working order. Bibliotheca will provide a toll-free telephone number for Customer to place, and Bibliotheca will receive, Equipment maintenance service calls twenty-four (24) hours per day, seven (7) days per Week.
- All labor, service parts and Equipment modifications Bibliotheca deems necessary to maintain the Equipment in good working order. All service parts will be furnished on an exchange basis and will be new parts or parts of equal quality. For certain Equipment, Bibliotheca reserves the right to replace the entire unit with new equipment or equipment of equal quality when Bibliotheca determines that replacement is more economical than on-site repair. All Equipment and service parts removed for replacement become the property of Bibliotheca.
Software: In consideration of payment of the agreement price, Bibliotheca will furnish over-the-phone software support and remote troubleshooting of the Bibliotheca Software specified in this agreement as well as updates necessary to maintain the Bibliotheca Software specified in this agreement in proper operating condition during the term of this agreement, provided that the Bibliotheca Software is installed and used as directed. Bibliotheca agrees to provide:
- All software configuration modifications Bibliotheca deems necessary to maintain the Bibliotheca Software in good working order
- Bibliotheca Software updates
- Internet Filter list updates (as applicable)
- A toll-free telephone number for Customer to place and Bibliotheca to receive software support calls. Over-the-phone software support calls may be placed twenty-four (24) hours per day, seven (7) days per week. Calls will be addressed during Bibliotheca Software Support Coverage Hours in the order they were received.
WHAT IS NOT COVERED: The basic maintenance fee does not include and Bibliotheca is not obligated to provide or perform repair of damage or increase in service time caused by (i) failure of Customer to provide continually a proper operating environment and supply of power as prescribed by the Equipment manufacturer; (ii) accident; (iii) Acts of God, including but not limited to fire, flood, water, wind and lightning; (iv) neglect, abuse or misuse; (v) failure of Customer to follow Bibliotheca’s published operating instructions; (vi) modification, service or repair of the Equipment by other than Bibliotheca authorized personnel; (vii) use of Equipment for purposes other than for which designed; (viii) painting or refinishing the equipment; (ix) relocation of the equipment; (x) replacement of broken or damaged cabinetry; to include items such as lattices, base covers, book check covers, etc.; (xi) electrical work external to the Equipment; (xii) cosmetic restoration (e.g., filling of holes in floor or walls, plugging or wire run openings, removal of tape residue, etc.) after removal or relocation of equipment for any reason; (xiii) restoration of Equipment performance when it has been degraded by placement of unauthorized interference sources within the affected range of said equipment; (xiv) service requests related to use of markers (strips) other than those manufactured by Bibliotheca or its authorized distributor(s), (xv) modification, or repair of the Bibliotheca Software by other than Bibliotheca authorized personnel; (xvi) use of the Bibliotheca Software for purposes other than for which designed; (xvii) virus / hacker activity; (xviii) Non- Bibliotheca Software related updates and upgrades including, but not limited to, Operation System, Anti-Virus, Intrusion Detection. (xix) labor or materials associated with consumables such as receipt printer paper, separator jaws, patron counter batteries, and similar items.
RENEWAL: This agreement is NOT automatically renewable. If a renewal agreement is offered by Bibliotheca, the agreement price quoted will reflect the age of the product and the service costs at the time of renewal.
ENTIRE AGREEMENT: This instrument sets forth the entire agreement between the parties, and no representation, promise or condition not contained herein shall modify these terms whether made prior to or subsequent to the execution of this agreement.
Exhibit 4: Software License Agreement
bibliotheca, LLC hereby agrees to grant Customer, who agrees to accept the following licensed rights and limitations (“License”) for Customer’s use of bibliotheca-provided software.
1. Software: Software, under the terms and conditions of this license (referenced hereinafter as “software”), means any of the following components provided to Customer by bibliotheca:
i. Any computer programs provided by bibliotheca, either consisting of a set of instructions, calculations and/or statements loaded in a computer (or a device which incorporates a computer) or recorded on a computer readable medium for loading in a computer;
ii. Supportive instructional/reference materials, such as training materials, manuals, on-screen tutorials, and other computer program relevant materials whether on paper or computer readable media (“documentation”); and
iii. Any new release, update, upgrade, enhancement, addition, supplement, modification of a program or additional Bibliotheca software and/or its documentation provided by Bibliotheca, subsequent to the initial delivery, that is not licensed by specific reference under a mutually agreed upon separate license agreement.
2. Grant of License: Bibliotheca hereby grants the Customer a non-transferable, non-exclusive license, under applicable copyrights and/or trade secrets, to use Bibliotheca-provided software only on the specific computer(s) for which it was registered and delivered to Customer. Customer acknowledges that it does not acquire any rights of title or ownership in the software (including documentation) and agrees that all proprietary rights to the Software shall at all times remain with Bibliotheca or its relevant third-party provider. Customer may, for its internal use only, print or otherwise reproduce Bibliotheca-developed documentation if all included Bibliotheca markings, e.g. trademarks, copyrights, and statements of confidentiality, are included on each copy. Customer acknowledges and agrees that any third-party documentation supplied by Bibliotheca, which is marked as copyrighted and/or confidential, shall not be copied or reproduced in any manner.
3. Term of License: This license shall remain in force from the date of delivery and continue until Customer ceases all use of the software or Customer’s licensed rights are terminated for cause. Customer acknowledges and agrees that if this Agreement terminates for any reason, all of Customer’s licensed rights to the software (including documentation) are relinquished and, within five business days thereafter, Customer (at Bibliotheca’s option) will either deliver to bibliotheca or destroy the original and all copies of the software including its documentation. Upon Bibliotheca’s request, Customer agrees to certify to Bibliotheca in writing its full compliance with this provision.
4. Assignment: This license and any rights granted herein shall not be transferred, sub-licensed or assigned to any third party without the prior written consent of bibliotheca.
5. Termination: If Customer neglects or fails to pay the specified license fees or fails to adhere to any of its obligations hereunder, this license may be immediately terminated by bibliotheca for cause.
6. Security and Limitations of License: Customer acknowledges and agrees that:
i. All software and upgrades of software (including its documentation), which are provided to Customer by bibliotheca, contain proprietary copyrighted, trade secret and/or confidential information of Bibliotheca or its relevant third-party provider;
ii. Customer shall not decrypt, reverse engineer, reverse compile, modify, or create derivative works of the software;
iii. Customer and its employees shall take all reasonable precautions to safeguard and hold all software, including upgrades, additions and enhancements, in confidence, at least to the same extent that it protects its own most valuable confidential information;
iv. If any other communication, agreement or purchase order conflicts with, or may affect interpretation of, the understandings set forth herein, this license shall control as the singular expression of licensed rights.