Mutual Customer Integration Agreement

This Mutual Customer Integration Agreement ("Agreement") sets forth the terms and conditions governing access to OCLC Services by technology providers supporting mutual customers of OCLC and such providers. 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 customer identified in the applicable Order Form ("Company") regarding the OCLC Services covered by that Order Form.

By executing an Order Form that references this Agreement, or by accessing or using the applicable services or data, 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 applicable services or data.

Section 1. Order Forms

Access to OCLC Services may be subject to one or more Order Forms. This Agreement and each applicable Order Form will be construed together as a single agreement. In the event of a conflict, the following order of precedence applies: (1) this Agreement, (2) the applicable Order Form, and (3) any exhibits or attachments, unless expressly stated otherwise.

Section 2. Definitions

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

2.1 "Affiliate" means any legal entity that controls, is controlled by, or is under common control with a party, for so long as such control exists.

2.2 "Authorization" means credentials and authorization mechanisms used to access OCLC Services, including client IDs, client secrets, API keys, tokens, user IDs, passwords, certificates, and similar access credentials.

2.3 "Company Application" means Company's proprietary software or service that interoperates with OCLC Services for the Purpose.

2.4 "Company Data" means any data, content, records, metadata, and other information that Company makes available to OCLC.

2.5 "Documentation" means OCLC's then-current technical and policy documentation applicable to the OCLC Services.

2.6 "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.

2.7 "Key" means a unique identifier issued or approved by OCLC for access to OCLC Services.

2.8 "Mutual Customer" means an institution that (a) has a current agreement with OCLC for the applicable OCLC Services and (b) has engaged Company and authorized Company to access OCLC Services on its behalf.

2.9 "OCLC Data" means any data, content, records, metadata, identifiers, holdings, availability information, transaction data, and other information accessed, retrieved, received, or derived through the OCLC Services as further described in the applicable Order Form or other incorporated document.

2.10 "OCLC Services" means OCLC's hosted services, application programming interfaces (API), and non-API integration methods and protocols made available by OCLC and identified in an applicable Order Form, together with associated documentation and updates. OCLC Services may enable one-way data retrieval by Company or, where specified in an Order Form, two-way data synchronization between the Parties' respective systems ("Two-Way Integration").

2.11 "Order Form" means an ordering document, online order, or authorization process issued or approved by OCLC that identifies the OCLC Services, scope, term, and Purpose for Company access and use.

2.12 "Purpose" means the use of OCLC Services solely to support a Mutual Customer's internal library operations as described in an Order Form.

2.13 "Retention" means any storage, caching, copying, or persistence of OCLC Data on Company's or any third party's systems beyond the duration of a single API session or transient display, whether in original or modified form.

2.14 "Usage Metrics" means calls, records, queries, throughput, retention counts, or other measures used to enforce tiers, caps, and rate limits.

2.15 "WorldCat" means OCLC's proprietary database and related systems through which OCLC aggregates, manages, and provides access to bibliographic records, holdings information, metadata, and related library data.

2.16 "WorldCat Data" means metadata and related information contained in or obtained from WorldCat, generally in the form of bibliographic records and holdings data, including any copies, extracts, modifications, enhancements, or derivative works thereof.

Section 3. License Grant

3.1 Access to Services. Subject to Company's compliance with this Agreement and each applicable Order Form, OCLC grants Company a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the applicable term to access and use the OCLC Services solely to support Mutual Customers and only for the Purpose.

3.2 License to Company Data. Where an Order Form designates a Two-Way Integration, Company hereby grants to OCLC and OCLC Affiliates a nonexclusive, worldwide, ongoing, transferable right to: (i) index and make Company Data available through OCLC Services; and (ii) display, distribute, and use Company Data for the purpose of discovery, setting and displaying library holdings, and related activities.

3.3 Mutual Customer Authorization. Company may access OCLC Services for a Mutual Customer only after such Mutual Customer has authorized access through OCLC's authorization processes. OCLC may suspend or revoke access if such authorization is withdrawn.

3.4 Reservation of Rights. All rights not expressly granted are reserved by the applicable granting Party.

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 or OCLC Data 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 and OCLC Data 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:

1. Use the OCLC Services or OCLC Data in any manner that violates the restrictions set forth in this Section 4 or elsewhere in this Agreement;
2. Sell, resell, license, sublicense, distribute, disclose, transfer, or otherwise make available OCLC Data to any third party except as expressly permitted;
3. Use OCLC Services or OCLC Data, including any data derived therefrom to (i) create, maintain, offer, or make available any database, dataset, repository, or service that competes with or substitutes for OCLC Services or WorldCat or (ii) aggregate, combine, or otherwise use such data to reconstruct or approximate a material portion of WorldCat Data or any OCLC database;
4. Use OCLC Services or OCLC Data 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;
5. Remove, obscure, alter, or fail to reproduce any proprietary notices, attribution, identifiers or source information;
6. Circumvent, disable, or interfere with any technical limitations, access controls, authentication mechanisms, rate limits, or security measures implemented by OCLC;
7. Use automated tools (including bots, scrapers, crawlers, or similar technologies) to access, extract, or harvest OCLC Data except as expressly permitted and consistent with applicable Documentation and usage limits;
8. Reverse engineer, decompile, disassemble, or attempt to derive the structure, algorithms, or underlying technology of the OCLC Services except to the extent prohibited by applicable law;
9. Access or use the OCLC Services or OCLC Data in any unlawful manner or in violation of applicable law or third-party rights;
10. Share, disclose, or permit use of access credentials (including API Keys or Authorizations) by unauthorized parties; or
11. Provide access to OCLC Data to any third party except as necessary to support authorized use for a Mutual Customer and subject to written terms no less protective than this Agreement.

4.3 Data Retention. Company shall not store, cache, or retain OCLC Data except as expressly permitted in an applicable Order Form and only for the duration and scope specified therein.

Section 5. Usage Controls; Overages

5.1 Tiers; Rate Limits; Caps. Company's use is subject to the tiers, rate limits, caps, and Usage Metrics stated in the applicable Order Form and Documentation.

5.2 Retention Limits; Overages. If an Order Form permits Retention of OCLC Data, Company will comply with the retention limits stated in the Order Form. If Company exceeds any applicable Usage Metrics, OCLC may (a) throttle or suspend access and/or (b) charge overage fees as specified in the applicable Order Form. Unless otherwise stated in the Order Form, overage fees are due in accordance with Section 7. In the absence of a specified rate in the Order Form, overage fees will be charged at OCLC's standard list price per unit.

Section 6. Service Changes; Suspension

OCLC may modify, suspend, or discontinue OCLC Services at any time. OCLC will use commercially reasonable efforts to provide advance notice of material changes. OCLC may suspend or limit access if Company's use (a) poses a security risk, (b) violates this Agreement, (c) adversely affects systems or other users, or (d) is required by law.

Section 7. Fees

Each Party will bear its own costs and expenses in connection with this Agreement. No fees or other compensation are payable by either Party unless expressly stated in an applicable Order Form. In such case, Company will pay OCLC the fees specified in the applicable Order Form. Unless otherwise stated, invoices are due net thirty (30) days from the invoice date.

Section 8. Security and Data Protection

8.1 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 at [email protected] of any actual or suspected unauthorized use or compromise. OCLC may immediately suspend access without prior notification if OCLC in its sole discretion believes unauthorized use has occurred. If OCLC determines that unauthorized use has occurred, OCLC may immediately terminate this Agreement.

8.2 Security Safeguards. Company shall implement and maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect OCLC Data from unauthorized access, acquisition, disclosure, alteration, or misuse.

8.3 Security Incident Notification. Company will notify OCLC without undue delay, and in any event within seventy-two (72) hours after becoming aware of any actual or reasonably suspected unauthorized access to or disclosure of OCLC Data or compromise of credentials. Notification shall be made to [email protected] and include: (i) incident description; (ii) data affected (type and volume); (iii) steps taken or planned to address the incident; and (iv) contact information for Company's incident response coordinator. Company will cooperate with OCLC's reasonable requests relating to investigation, mitigation, and remediation.

8.4 Privacy and Data Protection. Each Party will comply with applicable data protection and privacy laws. To the extent Company processes personal data obtained through OCLC Services, Company agrees to enter into a data processing agreement with OCLC upon request.

Section 9. Intellectual Property Rights

9.1 Ownership. As between the Parties, OCLC (and/or its licensors) owns all right, title, and interest in and to the OCLC Services and OCLC Data. As between the Parties, Company (and/or its licensors) owns all right, title, and interest in and to Company Data. Each Party receives only the limited rights expressly granted in this Agreement and no ownership interest.

9.2 Trademarks. This Agreement does not grant Company any right to use OCLC's trademarks, service marks, or logos without OCLC's prior written consent.

9.3 Usage Data. OCLC may collect and use data relating to the provision and use of OCLC Services for service improvement, security, operations, analytics, research, and development.

9.4 Reservation of Rights. Each Party reserves all rights not expressly granted in this Agreement.

Section 10. 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 11. Term and Termination

11.1 Term. This Agreement shall begin on the Effective Date and continue until terminated as provided herein. Each Order Form will have its own term and may be terminated or expire independently of this Agreement unless otherwise stated.

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

1. Either Party may terminate this Agreement for convenience only if no active Order Form is in effect upon thirty (30) days' prior written notice.
2. 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 within 30 days of receiving written notice from the non-breaching Party.
3. 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 60 days; or
4. As otherwise explicitly provided in this Agreement.

11.3 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.

11.4 Effect of Termination. Upon termination or expiration of this Agreement:

1. All rights and licenses granted under the terminated scope will cease;
2. Company will immediately cease use of the OCLC Services and OCLC Data;
3. Within thirty (30) days, Company will delete OCLC Data in its possession or control;
4. Company will pay all undisputed amounts due; and
5. Rights and obligations that by their nature should survive will survive.

Section 12. 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 13. Warranties

Each Party represents and warrants that (a) it has full power and authority to enter into and perform this Agreement, (b) its performance under this Agreement will comply with applicable laws, and (c) to the extent it makes data available to the other Party under a Two-Way Integration, it has all necessary rights, licenses, and consents to grant the access and use rights contemplated herein and such data will not, when used in accordance with this Agreement, infringe, misappropriate, or violate any third party's intellectual property or other rights.

Section 14. Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE OCLC SERVICES, OCLC DATA, 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 15. Limitation of Liability

EXCEPT FOR (A) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 16; (B) COMPANY'S BREACH OF SECTION 4 (USE OF SERVICES; RESTRICTIONS); (C) EITHER PARTY'S BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER SECTION 12; (D) COMPANY'S BREACH OF ITS WARRANTIES UNDER SECTION 13; (E) FRAUD OR WILLFUL MISCONDUCT BY EITHER PARTY; AND (F) DAMAGES THAT CANNOT BE LIMITED BY APPLICABLE LAW (COLLECTIVELY, "EXCLUDED CLAIMS"), NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE LEGAL THEORY ASSERTED. EXCEPT FOR EXCLUDED CLAIMS, OCLC'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY COMPANY UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. EXCEPT FOR EXCLUDED CLAIMS, COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (I) THE FEES PAID OR PAYABLE UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (II) FIVE HUNDRED THOUSAND DOLLARS ($500,000). OCLC SHALL NOT BE RESPONSIBLE FOR THE ACTS OR OMISSIONS OF ANY MUTUAL CUSTOMER OR ANY THIRD PARTY NOT ACTING ON OCLC'S BEHALF.

Section 16. Indemnification

16.1 OCLC Indemnity. OCLC will defend Company from and against any third-party claim alleging that the OCLC Services or OCLC Data as provided by OCLC and used by Company in accordance with this Agreement and any Order Form infringe a third party's copyright or trademark (an "IP Claim"). OCLC will indemnify Company by paying the costs and damages finally awarded by a court of competent jurisdiction or amounts agreed in a written settlement approved by OCLC to the extent arising from such IP Claim. OCLC's obligations are conditioned upon Company: (a) providing prompt written notice of the IP Claim; (b) permitting OCLC to retain sole control of the defense and settlement; and (c) providing reasonable cooperation.

16.2 Exclusions. OCLC will have no obligation for any IP Claim arising from or relating to: (a) use outside Purpose; (b) modification not made by OCLC; (c) combination with non-OCLC products/services/data where the claim would not have occurred but for the combination; (d) use of a superseded release after OCLC recommends upgrade; (e) Company's breach; (f) OCLC modifications made pursuant to Company instructions/specifications; or (g) Company Data/inputs/content or third-party materials provided by or on behalf of Company.

16.3 Mitigation. If an IP Claim requires Company to stop using any portion of the OCLC Services/content, OCLC may at its option and expense: (a) procure the right to continue; (b) replace with functionally equivalent non-infringing services/content; (c) modify to be non-infringing; or (d) terminate the affected portion and refund the unused pro-rated prepaid fees allocable to it.

16.4 Company Indemnity. Company will defend, indemnify, and hold harmless OCLC, its Affiliates, and each of their officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Company's products, services, applications, integrations, or systems (including any manner in which Company uses, displays, distributes, or makes available OCLC Services or OCLC Data); (b) Company's breach of this Agreement, any Order Form, or any representation or warranty; (c) Company's violation of applicable law (including privacy, data protection, consumer protection, and export laws); (d) any security incident caused by Company's systems, acts, or omissions; (e) any Company data, inputs, or materials provided by or on behalf of Company, including any allegation that such materials infringe, misappropriate, or violate third-party rights; (f) claims by end users arising from Company's provision of OCLC Data; or (g) Company's use of OCLC Data for AI/ML training or other prohibited purposes.

Section 17. Miscellaneous

17.1 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.

17.2 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 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.

17.3 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.

17.4 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.

17.5 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.

17.6 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.

17.7 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.

17.8 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.

17.9 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.

17.10 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.