EZproxy Hosted Services Testing and Support Agreement

Version Date: July 10, 2026

This EZproxy Hosted Services Testing and Support Agreement ("Agreement") sets forth the terms and conditions governing OCLC's provision of a hosted instance of EZproxy to Company for testing, support, and validation activities. This Agreement is published by OCLC, Inc., an Ohio nonprofit corporation ("OCLC"), and applies to, and is incorporated into, each Order Form that references this Agreement. Together, this Agreement and the applicable Order Form constitute the complete agreement between OCLC and the entity identified in the applicable Order Form ("Company"; OCLC and Company are each a "Party" and together the "Parties") regarding the EZproxy hosted services covered by that Order Form.

By executing an Order Form that references this Agreement, or by accessing or using the EZproxy hosted services, Company agrees to be bound by this Agreement. If the individual accepting an Order Form does so on behalf of a legal entity, that individual represents that they have authority to bind such entity to this Agreement. If Company does not agree to this Agreement, it may not access or use the EZproxy hosted services.

Section 1. Order Forms

Subscription terms, fees, and service-specific details will be set forth in an ordering document issued by OCLC and accepted by Company. In the event of a conflict, the Order Form controls solely for that order and only to the extent of the conflict.

Section 2. Definitions

For purposes of this Agreement, the following capitalized terms have the meanings set forth below:

2.1 "Authorized Purpose" means testing, support, and validation of access to Company's resources in connection with mutual customers of the Parties as further described in Section 1.1.

2.2 "Authorized Users" means Company employees or contractors (i) who have a need to access the OCLC Service for the purposes in Section 1.1, (ii) who are bound by confidentiality and use restrictions at least as protective as this Agreement, and (iii) whose access credentials are not shared.

2.3 "Documentation" means OCLC's then-current user guides, help documentation, and technical specifications for the OCLC Service made generally available by OCLC.

2.4 "Effective Date" means, with respect to Company, the date on which Company accepts this Agreement by executing, or otherwise agreeing to, an Order Form that references or incorporates it.

2.5 "OCLC Service(s)" means the hosted service and any related services, tools, APIs, or functionality provided by OCLC to Company under this Agreement.

2.6 "Order Form" means an ordering document, online order, or similar instrument issued or approved by OCLC that identifies the OCLC Services, scope, term, and fees.

2.7 "Subscription Term" means the initial subscription period specified in the applicable Order Form, and any renewal periods thereafter.

Section 3. License Grant

Subject to Company's compliance with this Agreement, OCLC grants Company a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the applicable term to access and use the OCLC Service solely for the Authorized Purpose.

Section 4. Use of Services; Restrictions

4.1 General Restrictions. Company shall not, and shall not permit any third party to, access or use the OCLC Services except as expressly permitted under this Agreement and any applicable Order Form or other incorporated document. Company is responsible for all use of the OCLC Services through its systems, credentials, or applications.

4.2 Prohibited Uses. Except as expressly permitted in this Agreement or an applicable Order Form, Company shall not, and shall not permit any third party to:

Use the OCLC Services for any purpose other than the Authorized Purpose;
Sell, resell, license, sublicense, distribute, disclose, transfer, or otherwise make available OCLC Services to any third party except as expressly permitted;
Create, maintain, offer, or make available any database, dataset, repository, or service that competes with or substitutes for OCLC Services;
Use OCLC Services to create, train, fine-tune, evaluate, test, or improve any artificial intelligence or machine learning model, including generating embeddings, model weights, or training datasets except as expressly authorized in writing by OCLC;
Circumvent, disable, or interfere with any technical limitations, access controls, authentication mechanisms, rate limits, or security measures implemented by OCLC;
Reverse engineer, decompile, disassemble, or attempt to derive the structure, algorithms, or underlying technology of the OCLC Services;
Access or use OCLC Services in any unlawful manner or in violation of applicable law or third-party rights;
Share, disclose, or permit use of access credentials by unauthorized parties; or
Use the OCLC Service in a manner that materially degrades the OCLC Service for others.

Section 5. OCLC Services; Support; Changes

5.1 OCLC Responsibilities. As part of the OCLC Service, OCLC will provision and operate the OCLC Service; provide Company with access credentials or access method(s); assign hostnames and IP addresses; and use commercially reasonable efforts to maintain connectivity with third-party telecom providers used by OCLC.

5.2 Configuration Requests. Company may submit configuration requests. OCLC may approve, modify, or reject requests in its reasonable discretion to protect security, stability, and standard operations of the OCLC Service.

5.3 Excessive Use; Protection of Service. If Company's use materially degrades performance, creates security risk, or exceeds reasonable consumption of bandwidth/storage/compute, OCLC may throttle, suspend, or limit access and/or charge additional fees. No refunds are owed for any prepaid amounts in connection with such action.

5.4 Maintenance and Updates. OCLC may perform maintenance and deploy updates/changes to the OCLC Service at any time. OCLC may modify, discontinue, or replace features of the OCLC Service, provided OCLC will use commercially reasonable efforts not to materially reduce core OCLC Service functionality during a paid subscription term.

Section 6. Fees and Payment Terms

6.1 Fees. Company will pay OCLC the fees specified in the applicable Order Form. Fees are non-refundable except as expressly provided in this Agreement.

6.2 Invoicing; Payment Terms. OCLC will invoice as specified in the applicable ordering document. Unless otherwise stated, invoices are due net thirty (30) days from the invoice date.

6.3 Taxes. All Fees are exclusive of applicable taxes, which Company is responsible for paying. If Company is exempt from taxation, it must provide a valid exemption certificate upon request. If withholding tax applies, Company must pay OCLC an additional amount to ensure OCLC receives the full invoiced amount.

6.4 Suspension for Non-Payment. If Company fails to pay undisputed amounts when due, OCLC may suspend access to the OCLC Services upon written notice.

6.5 Price Changes. OCLC may modify fees upon at least sixty (60) days' prior written notice. OCLC will not modify fees during the term of an active Order Form.

Section 7. Security and Data Protection

7.1 Credentials and Access Control. Company will access OCLC Services only using credentials, keys, or authorizations issued or enabled by OCLC. Company is responsible for maintaining the confidentiality and security of such credentials and for all activities conducted using them. Company will promptly notify OCLC of any actual or suspected unauthorized use or compromise.

7.2 Account Administration. Company will (a) limit access to Authorized Users, (b) promptly disable access for departing users, (c) prevent credential sharing, and (d) promptly notify OCLC of suspected compromise or unauthorized access.

7.3 Monitoring; Enforcement. OCLC may monitor usage to verify compliance, investigate suspected misuse, and protect service integrity. OCLC may suspend access immediately in the event of suspected misuse or credential compromise.

Section 8. Intellectual Property Rights

As between the Parties, OCLC retains all right, title, and interest in and to the OCLC Service and all related technology and Documentation. OCLC may collect and use data relating to the provision and use of OCLC Services for service improvement, security, operations, analytics, research, and development.

Section 9. Publicity

Neither Party will issue press releases or public statements regarding this Agreement or use the other Party's name, trademarks, or logos in marketing or promotional materials without the other Party's prior written consent except as expressly permitted under this Agreement.

Section 10. Term and Termination

10.1 Term. This Agreement shall commence on the Effective Date and remain in effect for the initial Subscription Term specified in the applicable Order Form. After the initial Subscription Term, this Agreement will automatically renew for successive one-year periods unless either Party provides at least thirty (30) days' written notice prior to the end of the then-current term to elect not to renew the OCLC Services in whole or in part.

10.2 Termination. This Agreement may be terminated in any of the following ways:

Either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party commits a material breach of its obligations under this Agreement and has not cured such breach or failure within thirty (30) days of receiving written notice from the non-breaching Party.
Either Party may terminate this Agreement if the other Party becomes insolvent, makes a general assignment for the benefit of creditors, has a receiver appointed for all or a substantial part of its property, or becomes subject to any proceeding under any bankruptcy or insolvency law that is not dismissed within sixty (60) days; or
OCLC may terminate this Agreement or any Order Form for convenience upon not less than thirty (30) days' prior written notice to Company. In the event of such termination, OCLC will refund to Company a pro-rata portion of any prepaid fees attributable to the unused remainder of the then-current Subscription Term; or
As otherwise explicitly provided in this Agreement.

10.3 Suspension. OCLC may suspend access to the OCLC Services if Company is in material breach of this Agreement, including failure to pay fees when due, or if necessary to protect OCLC systems, data, or other users.

10.4 Effect of Termination. Upon termination or expiration of this Agreement: (a) all rights and licenses granted under the terminated scope will cease; (b) Company will immediately cease use of the OCLC Services; (c) Company will pay all undisputed amounts due; and (d) rights and obligations that by their nature should survive will survive.

Section 11. Confidential Information

The terms and conditions of this Agreement as well as performance hereunder shall be kept in confidence, and each party agrees to protect the other party's confidential information from disclosure to others and to use the same degree of care used to protect its own confidential or proprietary information, but in any case, no less than a reasonable degree of care. Information shall not be considered confidential information to the extent that the receiving party can establish that such information (i) is or becomes generally known or available to the public through no fault of the receiving party; (ii) was in the receiving party's possession before receipt from the disclosing party; (iii) is lawfully obtained from a third party who has the right to make such disclosure on a non-confidential basis; (iv) has been independently developed by one party without reference to any confidential information of the other; or (v) is required to be disclosed by applicable law (e.g., public records acts) provided the receiving party has promptly notified the disclosing party of such requirement and allowed the disclosing party a reasonable time to oppose such requirement.

Section 12. Warranties

OCLC warrants that OCLC Services will substantially conform to its then-current Documentation. If any Service fails to comply with this limited warranty, OCLC will use commercially reasonable efforts to correct the noncompliance upon receiving written notice within thirty (30) days of discovery, provided that OCLC can reproduce the issue. If OCLC is unable to correct the noncompliance within a reasonable period, Company may terminate its subscription to the affected Service and as its sole and exclusive remedy, receive a refund of an equitable portion of fees paid for the affected Service. OCLC and Company each warrant that their entry into this Agreement does not violate any other agreement to which they are a party, and they will comply with all applicable laws, rules, and regulations in their performance of this Agreement. Company warrants that it possesses all necessary rights, licenses, and permissions to provide data to OCLC and to grant OCLC the rights described in this Agreement and its provision of data and use of the OCLC Services will not infringe upon or violate third-party intellectual property, privacy rights, or any laws.

Section 13. Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE OCLC SERVICES AND ANY MATERIALS PROVIDED HEREUNDER ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OCLC DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. OCLC DOES NOT WARRANT THAT THE SERVICES OR DATA WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

Section 14. Limitation of Liability

OCLC WILL HAVE NO LIABILITY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT, LOSS, INACCURACY, OR DESTRUCTION OF INFORMATION OR DATA COLLECTED, STORED, DISTRIBUTED, OR MADE AVAILABLE VIA THE SERVICES, COMPANY'S USE OR INABILITY TO USE THE SERVICES, ANY CHANGES TO OR INACCESSIBILITY OF THE SERVICES, ANY DELAY OR FAILURE OF THE SERVICES, OR FOR LOST PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, EVEN IF OCLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL OCLC BE LIABLE FOR ANY LOSS RESULTING FROM A FAILURE OF THIRD-PARTY PRODUCTS OR SERVICES OR OTHER EVENTS OUTSIDE OF OCLC'S REASONABLE CONTROL. ADDITIONALLY, UNDER NO CIRCUMSTANCES SHALL OCLC BE LIABLE FOR ANY LOSS ARISING OUT OF A DATA OR SECURITY BREACH ORIGINATING FROM SUCH THIRD-PARTY PRODUCTS OR SERVICES. IN NO EVENT SHALL OCLC'S LIABILITY TO COMPANY FOR ANY REASON AND UPON ANY CAUSE OF ACTION EXCEED THE AMOUNT COMPANY ACTUALLY PAID OCLC FOR THE INDIVIDUAL IMPLICATED SERVICES COVERED UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER CLAIMS ARISING IN CONTRACT OR TORT. FEES UNDER THIS AGREEMENT ARE BASED UPON THIS ALLOCATION OF RISK. THIS SECTION WILL NOT APPLY TO DAMAGES THAT CANNOT BE LIMITED OR EXCLUDED BY LAW (IN WHICH EVENT LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW).

Section 15. Miscellaneous

15.1 Independent Contractor Status. The relationship of the Parties is that of independent contractors, and no agency, employment, partnership, joint venture, or any other relationship is created by this Agreement.

15.2 Force Majeure. Neither Party shall be liable for a failure or delay of performance where such failure or delay is the result of any force majeure event, including an act of God or public enemy, pandemic, fire, explosion, accident, strike, governmental action, delay or failure of suppliers, failure of telecommunications networks, or any event similar to the foregoing (each a "Force Majeure Event"). Each Party shall use reasonable efforts to mitigate the effect of a Force Majeure Event. In the event a Force Majeure Event extends for a period in excess of thirty (30) days in the aggregate and prevents a Party from performing its obligations under this Agreement, the other Party may in its discretion terminate this Agreement immediately upon written notice to the Party affected by the Force Majeure Event. Under no circumstance will a Force Majeure Event relieve a Party from its obligation to pay amounts for goods or services provided in accordance with stated payment terms.

15.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio and the United States of America without regard to principles of conflicts of laws. Any lawsuit or dispute arising under this Agreement shall be brought in state or federal court in Franklin County, Ohio and the Parties to this Agreement hereby consent to the jurisdiction of the state and federal courts located in Franklin County, Ohio.

15.4 Audit. Company agrees that OCLC shall have the right, from time to time, to conduct an investigation and/or an audit to verify Company's compliance with the provisions of this Agreement. Company agrees to cooperate fully with such investigation, the scope, method, nature, and duration of which shall be at the sole, reasonable discretion of OCLC.

15.5 Assignment. Company may not assign any rights, duties, or obligations under this Agreement to any person or entity in whole or in part without the prior written consent of OCLC.

15.6 Survival. Those rights and obligations of the Parties which by their nature should survive termination or expiration of this Agreement shall remain in full force and effect after termination or expiration.

15.7 Notices. Any notice or communication required or permitted under this Agreement will be in writing and delivered to OCLC at [email protected] and to Company at the legal contact (or, if none, the primary contact) identified in Company's most recent Order Form, or to such other address as a Party may designate by written notice given in accordance with this Section.

15.8 Non-Waiver. A failure or delay in enforcing an obligation of any provision under this Agreement shall not prevent enforcement of such provision at a later date. A waiver of a breach of one obligation shall not affect a waiver of any other obligation, and such waiver shall not prevent a Party from subsequently requiring compliance with any other obligation.

15.9 Severability. If any provision(s) of this Agreement should be found by any court of competent jurisdiction to be invalid, void, voidable, or unenforceable, such provision(s) shall not affect or impair the remaining provision(s) which shall continue in full force and effect. In substitution for any provision(s) held unlawful, there shall be substituted provision(s) of similar import reflecting the original intent of the Parties hereto to the extent permissible under law.

15.10 Entire Agreement. This Agreement, any applicable Order Forms, the Documentation and any policies or guides referenced herein (including any accessible via a URL, as updated from time to time), and any attachments, schedules, addenda, and/or exhibits constitute the entire agreement between the Parties and supersedes and replaces all prior agreements, oral and written, between the Parties relating to the subject matter of this Agreement. OCLC may revise this Agreement from time to time by posting an updated version at the applicable URL. Unless otherwise stated, revisions apply only to Order Forms entered into after the revised version's effective date. The version in effect on the effective date of an Order Form will govern that Order Form during its term unless the Parties expressly agree otherwise.

Exhibit A – Third-Party Components

Section 1. Purpose

The OCLC Services made available under the Agreement may incorporate or make use of certain third-party software, data, and/or open-source software components ("Third-Party Components") that are operated by OCLC as part of providing the OCLC Services. This Exhibit provides required notices and disclaimers for such Third-Party Components. Company does not receive a copy of, and is not authorized to access, install, download, or redistribute any Third-Party Components by virtue of this Agreement.

Section 2. No Separate License Grant

Except for Company's right to access and use the OCLC Service as expressly set forth in the Agreement, no rights or licenses are granted to Company in or to any Third-Party Components. To the extent any Third-Party Component terms are deemed to apply to Company's use of the OCLC Services, such terms apply only as required by the applicable Third-Party Component licensor and only to the limited extent necessary to enable Company to use the OCLC Services.

Section 3. Third-Party Components Provided "AS IS."

Third-Party Components are provided by their respective licensors "AS IS" and without warranties of any kind, and the licensors of such Third-Party Components shall have no liability to Company arising from or related to the Third-Party Components, to the maximum extent permitted by law.

Section 4. Required Notices / Attributions.

The OCLC Services include or may include the following Third-Party Components and related notices:

4.1 MaxMind GeoLite2. This product includes GeoLite2 data created by MaxMind, available from https://www.maxmind.com. No representations or warranties from MaxMind are made to Company in connection with the GeoLite2 data. MaxMind shall not be liable to Company for any indirect, consequential, incidental, or special damages arising out of the use of the GeoLite2 data, regardless of the theory of liability (including negligence and strict liability).

4.3 OpenLDAP. This product includes software developed by the OpenLDAP Foundation (http://www.openldap.org). OpenLDAP is a registered trademark of the OpenLDAP Foundation. Copyright 1999–2003 The OpenLDAP Foundation. All Rights Reserved.

4.4 OpenSSL / SSLeay. This product includes software developed by the OpenSSL Project for use in the OpenSSL Toolkit (http://www.openssl.org/). This product includes cryptographic software written by Eric Young ([email protected]). This product includes software written by Tim Hudson ([email protected]).

Section 5. Updates to Notices.

Company acknowledges that Third-Party Components used in the OCLC Services may change over time. OCLC may update this Exhibit (or provide updated third-party notices) from time to time to reflect changes in Third-Party Components used to provide the OCLC Services, provided that such updates do not materially reduce Company's rights to use the OCLC Services during a paid subscription term.

Section 6. Precedence.

If there is a conflict between this Exhibit and the Agreement with respect to Third-Party Components, this Exhibit governs solely with respect to the required third-party notices and disclaimers for such Third-Party Components; otherwise, the Agreement