OCLC Access Checker - Company Access Agreement

This OCLC Access Checker – Company Access Agreement ("Agreement") sets forth the terms and conditions governing OCLC's use of its Access Checker service to perform link validation against Company's platforms. This Agreement is published by OCLC, Inc., an Ohio nonprofit corporation ("OCLC"), and applies to, and is incorporated into, each Enrollment Form that references this Agreement. Together, this Agreement and the applicable Enrollment Form constitute the complete agreement between OCLC and the entity identified in the applicable Enrollment Form ("Company") regarding Company's participation in the Access Checker program.

By executing an Enrollment Form that references this Agreement, or by authorizing OCLC to perform Access Checker activities on Company's platforms, Company agrees to be bound by this Agreement. If the individual accepting an Enrollment 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 participate in the Access Checker program.

Section 1. Scope and Purpose

OCLC operates discovery and related library services used by libraries and their patrons to locate and access scholarly content. OCLC has developed an automated service known as the Access Checker that verifies whether links to electronic scholarly content resolve correctly and deliver the expected landing page or full text to authorized users. This Agreement governs OCLC's use of the Access Checker service to perform link validation against Company's platforms solely to improve link accuracy, discoverability, and access to electronic resources by authorized users.

Section 2. Definitions

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

"2.1 Access Checker" means OCLC's automated link validation service that checks the functionality and accuracy of links to electronic content.

"2.2 Company Content" means Company's scholarly articles, journals, books, and other electronic resources made available through Company's platform(s).

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

"2.4 Enrollment Form" means an ordering, enrollment, or similar document executed by or otherwise agreed to by Company that references or incorporates this Agreement and sets forth the terms of Company's participation in the Access Checker program.

"2.5 Link Validation" means the automated process of accessing Company Content to verify that: (a) links resolve correctly; (b) expected content is delivered; (c) no authentication errors occur; and (d) the landing page corresponds to the intended article or resource.

"2.6 Validation Data" means technical information generated through Link Validation activities, including, but not limited to, link status (working, broken, redirected), HTTP response codes, access timestamps, error messages, and link resolution metadata.

Section 3. Access Rights

3.1 Grant of Access Rights. Company grants OCLC a non‑exclusive, non‑transferable, royalty‑free right, during the Term, to access Company's Content and related landing pages for the limited purpose of Link Validation. Such access will be enabled by Company allowlisting OCLC's designated IP address ranges and recognizing OCLC's designated user agent strings as provided by OCLC from time to time. OCLC will access only those pages that an authorized end user would ordinarily reach in the normal course of following a link and will not access administrative, authoring, analytics, or other non‑public systems.

3.2 Company's Cooperation. Company will use commercially reasonable efforts to allowlist OCLC's Access Checker traffic and to avoid blocking it through security tools such as firewalls or bot‑mitigation services. Company will designate a technical contact for operational issues and will provide reasonable advance notice of material platform or URL structure changes that are likely to affect link resolution. Either party may request temporary suspension of Access Checker activity for maintenance or security reasons.

Section 4. Use of Validation Data

OCLC may use Validation Data to support its services to libraries and patrons, including displaying link status indicators, reporting link issues to libraries, and notifying Company of identified problems. OCLC may also use Validation Data in aggregated or anonymized form for service improvement and reporting. OCLC will not redistribute Company's full‑text content, create substitute content databases, or use Company Content for text or data mining, artificial intelligence training, or similar purposes without a separate written agreement.

Section 5. 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 this Agreement.

Section 6. Intellectual Property Rights

Company retains all right, title, and interest in Company Content and its platforms. OCLC retains all right, title, and interest in the Access Checker, its systems and software, and the Validation Data it generates. Bibliographic metadata and URLs linking to Company Content are not transferred by this Agreement and may continue to be used by OCLC as part of its discovery and library services.

Section 7. 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 8. Term and Termination

8.1 Term. This Agreement shall begin on the Effective Date and continue until terminated as provided herein (the "Term").

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

1. Either party may terminate this Agreement for any reason upon 30 days written notice to the other party. Such termination will be effective on the date set forth in the termination 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.

8.3 Effect of Termination. Upon termination or expiration Company shall cease providing allowlisted access to OCLC's bot and OCLC shall cease Link Validation activities for Company Content. OCLC may continue to use Validation Data collected prior to termination in accordance with Section 4 but shall not represent such data as current if it becomes stale or unreliable.

Section 9. 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 10. Personal Data Protection

The parties acknowledge that the Access Checker is not intended to process personal data and typically interacts only with technical endpoints. To the extent personal data is incidentally processed, each party will act as an independent controller and comply with applicable data protection laws. OCLC will not intentionally collect personal data through link validation activities.

Section 11. Warranties

Each party represents that it has the authority to enter into this Agreement and will comply with applicable law. OCLC warrants that the Access Checker will be operated in a commercially reasonable manner consistent with this Agreement. Company warrants that it will provide commercially reasonable cooperation to ensure platform availability and will notify OCLC of any known issues that may affect link resolution.

Section 12. Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE OCLC SERVICES 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 WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

Section 13. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER 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 DAMAGES THAT CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY TO THE OTHER ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (I) THE AMOUNT PAID BY COMPANY TO OCLC, IF ANY, FOR THE OCLC PRODUCTS OR SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (II) TEN THOUSAND DOLLARS ($10,000). THE PARTIES ACKNOWLEDGE THAT ANY FEES CHARGED UNDER THIS AGREEMENT REFLECT THIS ALLOCATION OF RISK AND THAT THIS SECTION IS AN ESSENTIAL BASIS OF THE BARGAIN. THIS SECTION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Section 14. Miscellaneous

14.1 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.

14.2 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.

14.3 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.

14.4 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.

14.5 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.

14.6 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 Enrollment Form, or to such other address as a Party may designate by written notice given in accordance with this Section.

14.7 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.

14.8 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.

14.9 Entire Agreement. This Agreement, any applicable Enrollment 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 Enrollment Forms entered into after the revised version's effective date. The version in effect on the effective date of an Enrollment Form will govern that Enrollment Form during its term unless the Parties expressly agree otherwise.