CONTRACT 6026 Vender AgreementAgreement No. 6026
SCOLA User Agreement
For Online SCOLA Services
STATEMENT OF PURPOSE:
SCOLA is a 501(c)(3) educational organization with rights to receive and distribute international media content
including text, television, video, and audio for Educational Purposes. As used herein, "Educational Purposes" is
defined as use in language and cultural learning, teaching, training, and research. Media accessed by User through
SCOLA is limited to use for Educational Purposes and cannot be used for commercial purposes without prior
written approval from SCOLA.
TERMS:
This User Agreement is effective February 3, 2021 by and between the following Parties.
"SCOLA": SCOLA organized and existing under the laws of Nebraska and located at 21557 270 Street,
McClelland, Iowa 5154
"USER": El Segundo Public Library organized and existing under the laws of California and located at
I I l W. Mariposa Avenue, El Segundo, CA 90245. SCOLA and User are each referenced individually as a
"Party" and collectively as the "Parties."
SCOLA and El Segundo Public Library agree to the following:
SCOLA Content and Services: [Access to SCOLA online services]
Rate: $250 Annually [based on $25.00 per GByte]
Non -transferability: Statement
El Segundo Public Library
By:
El Segundo Public Library
Signature:
ti ._t I 4
Printed Name:
Melissa McCollum
Title:
Community Services Director
Date:
February 9, 2021
Approved as to form
for
City Attorney, ,
µ„
,)for
City Clerk
SCOLA
By:
SCOLA
Signature:
Printed me: Sherry Ma
Title: Projects Manager
Date: February 3, 2021
21557 270th Street, McClelland, IA 51548 • PH: (712) 566-2202 • FX: (712) 566-2502 * w vwscola.org
4834-9338-3820.2
Agreement No. 6026
SCOLA User Agreement
For Online SCOLA Services
The Parties further agree to the Provisions set forth below.
I. License• Intellectual Property Rights.
a. SCOLA grants User (i) the nonexclusive, nontransferable right to use of all SCOLA Content available via online SCOLA Services,
and (ii) the nonexclusive fight to use, cache, and display SCOLA Content for its own Educational Purposes and the archiving of the
SCOLA Content as required for this use as long as the SCOLA User Agreement is in force. SCOLA will make the SCOLA Content
available to User through access to SCOLA's Internet site. SCOLA will make commercially reasonable efforts to inform User of any
temporary service disruptions with as much advance notice as reasonable under the circumstances.
b. Except as expressly provided herein, all right, title and interest (including all copyrights and other intellectual property rights) in
the online SCOLA Services and SCOLA Content (in both print and machine-readable forms) belong to SCOLA or its third -party
suppliers of content ("Programming Providers"), and User shall not acquire any proprietary interest in the online SCOLA Services or
SCOLA Content, or any copies or derivatives thereof.
1 Termination. This User Agreement may be terminated by SCOLA without liability hereunder in the event of User's failure to comply
with the provisions of this User Agreement or in the event that SCOLA no longer maintains rights, or the ability to provide, in whole or in
part, the SCOLA Content. Sections 6-9 and I I - 13, and any remedies for User breach of this User Agreement shall survive any termination
or expiration of this User Agreement,
3. No Resale.
a. User shall not use the SCOLA Content in any products for resale to any third parties, or for any other commercial use, without
SCOLA's prior written approval. Any commercial use approved by SCOLA will be limited to Educational Purposes.
b. User acknowledges that SCOLA provides SCOLA Content subject to Basic Programming Agreements with its Programming
Providers that allow User to make use of SCOLA Content for the purposes provided for herein. Such purposes include the permission
to use SCOLA programming by User for Educational Purposes only. User may not edit, modify, copy, distribute, transmit, display,
perform, reproduce, publish, license, translate, create derivative works from, transfer, alter, adapt, sell, rent, lease or sublicense any
SCOLA Content, or facilitate any of the foregoing except as expressly agreed to in writing with SCOLA. Without limiting the generality
of the foregoing, User may not (i) duplicate, reproduce, transfer, record or create copies of SCOLA Content or any portion thereof
(including, without limitation, by "burning," P2P file -sharing, posting, uploading or downloading) onto any physical medium, memory
or device, or (ii) attempt to circumvent, avoid, bypass, remove, deactivate, impair or otherwise defeat any encryption, rights signaling
or copy protection technology in which the SCOLA Content is wrapped or otherwise associated.
4. Use of Materials. User shall furnish to SCOLA, at SCOLA's request, copies of representative examples of all material, in whatever
format, in which the SCOLA Content appears ("Materials"). SCOLA shall have the right to review User's use of the SCOLA Content in
any form, including in Materials, to make sure it is being used for Educational Purposes or other approved purposes consistent with this
User Agreement. If SCOLA determines the SCOLA Content is not being used according to the provisions of this User Agreement, it shall
advise User in writing, If User fails to remedy any improper use within the time period set out in SCOLA's notice, SCOLA may terminate
this User Agreement.
5. Unauthorized Use of Content. User will promptly notify SCOLA of any unauthorized use of the SCOLA Content by others of which
User becomes aware. SCOLA shall have the sole right, at its discretion, to bring any action on account of any such unauthorized use, and
User shall cooperate with SCOLA, as SCOLA may request, in connection with any such actions brought by SCOLA.
6. Confidcntiali.
a. Each Party may disclose (the "Discloser") confidential and proprietary information ("Confidential Information") to the other Party
(the "Recipient"). In each such case, and to the extent allowed by law, the Recipient shall hold such Confidential Information in
confidence and shall not disclose such Confidential Information except to a Party's affiliates, employees or agents who have a need to
know such Confidential Information in order to perform such Party's obligations under this User Agreement. Neither Party shall have
any fights in the other Party's Confidential Infon-nation and shall return or destroy all such Confidential Information upon the termination
of the applicable User Agreement or the request of the Discloser.
b. Notwithstanding any other term hereof, the term "Confidential Information" shall not include information that (a) was already in
the lawful possession of the Recipient prior to receipt thereof, directly or indirectly, from the Discloser; (b) lawfully becomes available
to the Recipient on a nonconfidential basis from a source other than the Discloser that is not under an obligation to keep such information
confidential; (c) is generally available to the public other than as a result of a breach of this User Agreement by the Recipient or its
representative(s); or (d) is subsequently and independently developed by employees, consultants or agents of the Recipient without
reference to the Confidential Information disclosed hereunder. In addition, a Party shall not be considered to have breached its
obligations by disclosing Confidential Information of the other Party as required to satisfy any request of a competent governmental
body, provided that, promptly upon receiving any such request and to the extent that it may legally do so, such Party advises the other
Party of the request prior to making such disclosure in order that the other Party may interpose an objection to such disclosure, take
action to assure confidential handling of the Confidential Information, or take such other action as it deems appropriate to protect the
Confidential Information.
7. Effect of Termination. Upon the termination or expiration of this User Agreement, all rights of User granted hereunder shall terminate
and User shall immediately discontinue the use of the SCOLA Content and thereafter shall no longer use or have the right to use the
SCOLA Content or any variation or simulation thereof, including User -archived SCOLA Content or SCOLA Content that has been
incorporated into User -developed Icaming tools.
8. Cov.1tight Notices and Markings. User shall use, and shall not remove, the appropriate SCOLA markings, including any copyright
notice markings, in the form that SCOLA shall, at its sole discretion, requite, on User's Materials containing SCOLA Content. User shall
21557 270th Street, McClelland, IA 5I548 * PH: (712) 566-2202 * FX. (712) 566-2502 & www.scoln.org
4834-9338-3820.2
Agreement No. 6026
SCOLA User Agreement
For Online SCOLA Services
not otherwise obstruct or affix or use any markings identifying the SCOLA Content, including any other copyright notice in connection
with the SCOLA Content, without SCOLA's prior written approval.
9. Representations and Warranties. Each Party to this User Agreement represents, warrants and undertakes to the other Party that (i) it
has the full right, power and authority to enter into this User Agreement and to perform its obligations under this User Agreement; (ii) the
execution of this User Agreement by such Party, and the performance by such Party of its obligations and duties hereunder, do not and
will not violate any agreement to which it is party or by which it is otherwise bound, and (iii) when executed and delivered by such Party,
this User Agreement will constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with
its terms. User continuously represents and warrants during the Term that its use of the online SCOLA Services and SCOLA Content will
not (i) infringe any patent, trademark, copyright or other property right of any third party, or (ii) violate any laws, rules or regulations.
10. Force Majente. No Party shall be responsible for any failures or delays from causes beyond its control, including, without limitation,
acts of God, acts of government, war, fires, floods, strikes or failure by third parties (not an affiliate or subsidiary) to comply with their
obligations to that Party. User shall make no assignment of this User Agreement or its performance under this User Agreement without
the express written permission of SCOLA.
11. Indemnity. To the extent allowed by law, User shall indemnify, defend and hold SCOLA and its third -party suppliers, and their
officers, directors, employees and agents, harmless from and against any and all third -party claims of loss, damages, liability, costs and
expenses (including reasonable attorneys' fees and expenses) arising out of or resulting from (a) a breach by User of any term of this User
Agreement, or (b) User's use of the SCOLA Content, provided that User will have no indemnity obligation or other liability hereunder
arising solely from the SCOLA Content as provided by SCOLA.
12, Limited Warranty and Limitation of Liability.
a. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE ONLINE SCOLA SERVICES AND SCOLA CONTENT ARE
PROVIDED "AS -IS," "WHERE -IS" AND "AS -AVAILABLE"; SCOLA MAKES NO EXPRESS OR IMPLIED WARRANTIES;
AND SCOLA EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, OR NON[NFRINGEMENT, SCOLA EXPRESSLY DENIES ANY REPRESENTATION OR
WARRANTY THAT THE ONLINE SCOLA SERVICES WILL OPERATE UNINTERRUPTED OR ERROR -FREE.
b. EXCEPT USER'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY
INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OR LOSS OF
GOODWILL, DATA OR PROFITS, OR COST OF COVER. TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY
OF SCOLA FOR ANY REASON SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO SCOLA BY USER UNDER
THIS USER AGREEMENT. THE LIMITS ON LIABILITY IN THIS SECTION SHALL APPLY IN ALL CASES, INCLUDING IF
THE APPLICABLE CLAIM ARISES OUT OF BREACH OF EXPRESS OR IMPLIED WARRANTY, CONTRACT, TORT
(INCLUDING NEGLIGENCE) OR STRICT PRODUCTS LIABILITY AND EVEN IF THE PARTY HAS BEEN ADVISED THAT
SUCH DAMAGES ARE POSSIBLE OR FORESEEABLE.
13. Miscellaneous. This User Agreement constitutes the entire agreement between the Parties concerning its subject matter and
supersedes all prior agreements and understandings, both written and oral, with respect to the subject matter of this User Agreement. This
User Agreement may be amended or waived only in writing executed by both Parties. This User Agreement is binding on and inures to
the benefit of the Parties and their respective successors and assigns. User may not assign any of its rights or obligations tinder this User
Agreement without the prior written consent of SCOLA. Any breach of Section 1, 3 or 6 will cause irreparable harm to SCOLA for which
damages would not be an adequate remedy, and SCOLA is entitled to injunctive relief with respect to any violation in addition to any other
remedies, If any provision of this User Agreement is declared void or unenforceable, then the provision is automatically amended to the
minimum extent required to make it valid, legal, enforceable and nearest to the original intent, and the other provisions remain in full force
and effect. The waiver of a breach does not operate as a waiver of any subsequent breach. All notices under this User Agreement must be
in writing and deemed to have been duly given (a) when delivered by hand; (b) one (1) day after delivery by receipled overnight delivery;
or (c) three (3) days after being mailed by certified or registered mail, return receipt requested, with postage prepaid to the Party to the
address of the Party to be noticed as set forth on page one of this User Agreement or other address as last provided to the other Party by
written notice. User must not use the name, logo, trademarks or trade names of SCOLA in publicity releases, promotional material,
customer I ists, advertising, marketing or business -generating efforts, whether written or oral, without obtaining SCOLA's prior written
consent, which consent may be withheld at SCOLA's sole discretion. This User Agreement is governed in all respects by the laws of
Nebraska and the United States without giving effect to any conflicts -of -laws principles that require the application of the law of a different
state and without regard to any presumption or rule of law requiring its construction against the Party drafting any part of this User
Agreement. The Parties consent to the venue and personal jurisdiction of the federal or state courts in Douglas County, Nebraska as the
exclusive forum for resolution of any dispute under this User Agreement and will not raise, and each waives, any defenses based on venue,
inconvenience of forum, or lack of personal jurisdiction in these counties.
21557 270th Street, McClelland, IA 5IS48 • PH: (712) 566-2202 • FX: (712) 566-2502 • www.scola,org
4834-9338-3820.2