(Capitalized terms not defined below are defined as set forth in the Quote and Order Form (together, with these General Library Terms, the “Library Agreement”)

1. Library License and Use. AofL grants Library a limited, non-exclusive, non-transferable, non-assignable license for its Patrons’ use as detailed in the Quote and Order Form; this license does not include any title or interest in the Service, nor any intellectual property right associated with the Service, all of which belongs exclusively to AofL. Library shall use and provide the Service in compliance with all applicable federal, state, and local laws. Library agrees not to copy, duplicate, modify, alter, dismantle, or reverse engineer any part of the Service, except that Library may print and distribute materials from the Service to Patrons. Library shall immediately notify AofL of any unauthorized use, misuse, or infringement of the Service. Library may purchase the Service on behalf of itself and/or additional branches under Library’s operational control (“Branches”), provided that (i) all Branches comply with all terms of this Library Agreement applicable to Library, and (ii) Library remains responsible for its Branches’ use of the Service and compliance with this Library Agreement.

2. Termination. Either party may terminate this Library Agreement, upon two business days’ written notice to the other party, in the event of a material breach.

3. Taxes. The fees due by Library under this Library Agreement do not include any taxes, levies, or duties of any nature, all of which Library is responsible for paying, except for those related to AofL’s net income. If AofL is legally obligated to collect or pay taxes for which Library is responsible, the appropriate amount shall be invoiced to and paid by Library, unless Library provides a valid tax exemption.

4. Warranty. AofL will use commercially reasonable efforts to maintain availability of the Service. This is the only warranty made by AofL and, to the maximum extent permitted by law, AofL expressly disclaims all other warranties of any kind.

5. Limitation of Liability. NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, OR OTHER ITEMS PROVIDED PURSUANT TO THIS LIBRARY AGREEMENT. WITH RESPECT TO ANY CLAIM, DEMAND, OR ACTION ARISING OUT OF THIS LIBRARY AGREEMENT, LIBRARY SHALL BE LIMITED TO RECEIVING ACTUAL AND DIRECT DAMAGES IN A MAXIMUM AGGREGATE AMOUNT EQUAL TO THE CHARGES PAID OR DUE TO AOFL BY LIBRARY DURING THE APPLICABLE TERM DURING WHICH THE CLAIM AROSE. THESE LIMITS AND EXCLUSIONS DO NOT APPLY TO THE INDEMNIFICATION OBLIGATIONS UNDER SECTION 6 OR ANY VIOLATION OF INTELLECTUAL PROPERTY RIGHTS.

6. Indemnity. AofL shall indemnify, defend, and hold harmless Library and its officers, directors, affiliates, agents, contractors, and employees against any third party claim, suit or proceeding (“Claim”) alleging that the Service, as delivered by AofL to Library, infringes any United States patent, copyright, or trademark of a third party, provided that, the alleged infringement is not based on (i) a modification of the Service by anyone other than AofL, or (ii) Library’s use of the Service is in a manner contrary to the instructions given to Library by AofL.

7. Entire Agreement. This Library Agreement is the only and entire agreement between the parties with regard to its subject matter; it supersedes any other such agreements and can only be modified by written agreement of the parties. If any provision is deemed unenforceable, it will be severed from the Library Agreement such that the remainder is enforceable. Provisions which by their nature should survive expiration or termination of this Library Agreement shall so survive.

8. Notice. Notices shall be in writing and delivered by email or first-class mail. Notices to Library will be sent to the mailing or email address on file. Notices sent to AofL shall also be copied to legal@aofl.com. Email notices will be deemed received on the date sent, if sent during normal business hours (otherwise, the notice will be deemed received the next business day). Mailed notices will be deemed received on the third day after the date mailed.

9. Governing Law. This Library Agreement, and any claims related to it, shall be governed by the laws of the State of California, without regard to any conflict of laws principles. Jurisdiction and venue for all disputes related to the Library Agreement shall be Los Angeles County, California.

10. Additional Terms. The parties are independent contractors and neither party is deemed to be the agent, partner, or joint venturer of the other. Library shall not assign, delegate, or sublicense its rights and obligations hereunder without the prior written consent of AofL, which will not be unreasonably withheld. Any waiver of any right in this Library Agreement must be in writing and signed by the parties and shall be applicable only to the matter waived in that instance. Electronic signatures are agreed to be accepted as original signatures.