AGREEMENT FOR SUPPLY OF ePLATFORM SERVICES

BY WHEELER’S BOOK CLUB LIMITED

This Agreement sets out the terms and conditions which apply to the supply by Wheeler’s Book Club Limited of certain services (defined in this Agreement as the “Services”). To agree to these terms and conditions, tick “I agree to these terms and conditions”. If you are not yet ready to agree to these terms and conditions, tick “I am not yet ready to agree. Please email me a copy so I can review the terms and conditions and link back to complete my registration" in which case the registration process will not be finalised and you will not have access to the Services.

By ticking “I agree to these terms and conditions”, I confirm that I have the necessary authority to bind the Library to the terms and conditions.

CONTENTS

This agreement consists of the following parts:

• Terms and Conditions
• Schedule 1 – DRM Services
• Schedule 2 – Related Services
• Schedule 3 - End User Terms for Adobe Content Server

TERMS AND CONDITIONS

BACKGROUND:

1. Wheelers distributes books, including eBooks.
2. Wheelers has developed a system enabling libraries to lend eBooks to library members, known as the

Wheeler’s ePlatform.

1. The Library wishes to use the Wheeler’s ePlatform.
2. This Agreement sets out the terms and conditions which apply to the Library’s use of the Wheeler’s

ePlatform.

AGREEMENT:

1. DEFINITIONS

1.1 In this Agreement unless the context otherwise requires:

Affiliate means a Library who is part of a Consortium.

2

Business Day means a day on which trading banks in Auckland are normally open for business except for

any day in the period commencing on 24 December in any year and ending on the 5th day of January in the

following year, both days inclusive.

Commencement Date means the date identified as the commencement date in the Confirmation Email.

Confirmation Email means the email sent to the Library by Wheelers confirming online registration by the

Library for the Services.

Consortium means a group of Affiliates who have the ability to Share eBooks using the ePlatform.

Currency means the currency identified in the Confirmation Email as the applicable currency for any

payments to be made by the Library to Wheelers.

Deal with means to transfer, download, save, store, distribute, transmit, print, copy, paste, adapt, amend, or

use or deal with in any format or means now known or to be discovered.

DRM means digital rights management.

DRM Content means eBooks which are available to Members of the Library via the Portal using the

ePlatform to manage digital rights.

DRM Services means the services to be provided to the Library under this Agreement which are more

particularly described in Schedule 1.

eBook means a book or other work (including, but not limited to, audio files and video files) in digital form.

ePlatform means Wheelers’ system for managing the distribution of eBooks, including DRM technology and

other systems and processes.

Fees means any amounts payable by the Library to Wheelers for provision of the Services as set out in the

Confirmation Email and/or as agreed between the Library and Wheelers from time to time and/or as

reviewed from time to time in accordance with clause 4.5. The current schedule of Fees is displayed on

Wheelers’ website.

Library Website means the website operated by the Library, including the Library’s online catalogue, which

links to the Portal.

Loan means providing a Member with access to an eBook which forms part of the DRM Content for a

limited period of time (such period not exceeding 60 days).

Member means any person who the Library advises Wheelers (in the manner set out in clause 6.1) is a

current member of the Library.

Misappropriation means theft, unauthorised access, copying or retransmission, infringement, unauthorised

manipulation or any other misappropriation.

Non-DRM Content means eBooks which are available to Members of the Library via the Portal but which

do not, in the reasonable opinion of Wheelers, require use of the ePlatform to manage digital rights.

Portal means the website hosted by Wheelers and used by Members of the Library to access the Library’s

DRM Content and Non-DRM Content.

Private eBook means any DRM Content which is not a Shared eBook.

3

Related Services means the services to be provided to the Library under this Agreement which are more

particularly described in Schedule 2, together with any other services which the parties may agree in writing

Wheelers will provide to the Library.

Services means the DRM Services and the Related Services.

Share means allowing a Member of an Affiliate in the same Consortium access to an eBook on Loan.

Shared eBook means any eBook which an Affiliate has made available to Share.

Territory means the country identified as the territory in the Confirmation Email.

Third Party eBook means an eBook which has been sourced by the Library from a person other than

Wheelers.

Wheelers means Wheeler’s Book Club Limited together with its successor and assigns.

Wheelers’ eBook means an eBook sourced by the Library from Wheelers.

1.2 In this Agreement unless the context requires otherwise:

1. the singular includes the plural and vice versa;
2. the headings are used for convenience only and do not affect the interpretation of this

Agreement;

1. a reference to a document includes the document as modified from time to time and any

document replacing it;

1. if something is to be done on a day which is not a Business Day then that thing must be done

on the next or following Business Day;

1. the word “person” includes a natural person and any body or entity whether incorporated or

not; and

1. the words “in writing” include any communication sent by letter, facsimile transmission or email.
2. CONTENT

2.1 DRM Content will comprise:

1. Wheelers’ eBooks; and
2. Third Party eBooks provided by the Library to Wheelers in a suitable digital format for use on

the ePlatform, subject to the Library procuring the necessary rights for Wheelers to make those

eBooks available to Members of the Library on Loan.

2.2 The Library may provide Wheelers with eBooks to comprise DRM Content in a suitable digital format for

use on the Portal. eBooks acquired by the Library from Wheelers will be automatically added to the

DRM Content.

2.3 Wheelers reserves the right to remove any eBook from the DRM Content or the Non-DRM Content

where Wheeler’s considers (acting reasonably) that access to such eBook by Members in the manner

contemplated by this Agreement has or may result in the infringement of the intellectual property rights

4

of any person. Wheelers will notify the Library without delay of any action taken or contemplated by

Wheelers under this clause.

3. SERVICES

3.1 Subject to payment of the applicable Fees (if any), Wheelers will supply the Library with the DRM

Services and the Related Services during the term of this Agreement.

3.2 Subject to the terms and conditions of this Agreement, Services will be supplied by Wheelers in

accordance with:

1. the relevant specifications set out in Schedule 1 and Schedule 2 to this Agreement; and
2. any other specifications as may be agreed in writing between Wheelers and the Library.

3.3 Wheelers will ensure that the ePlatform uses advanced methods which meet all relevant generally

accepted industry practices to:

1. keep eBooks secure and under the control of Wheelers (subject to the rights of the Library

under this Agreement and access by Members in the manner contemplated by this

Agreement); and

1. prevent Members from copying or printing eBooks which comprise the DRM Content (except to

any extent which may be expressly permitted by the holders of the distribution rights for such

eBooks); and

1. protect eBooks from Misappropriation.

3.4 In the course of providing the DRM Services, Wheelers agrees:

1. to Deal with DRM Content for the purposes contemplated by this Agreement and for no other

purpose;

1. to manage Loans of DRM Content on the ePlatform;
2. to provide the Library with details of Loans to Members in a suitable format to enable the

Library to update its records;

1. to provide Members with single electronic copies of eBooks which make up DRM Content;
2. to monitor the ePlatform for evidence of unauthorised use of eBooks and promptly upon

becoming aware of any unauthorised use of eBooks Wheelers will inform the Library and take

all reasonable steps to cause such activity to cease and to prevent any recurrence;

1. to respond promptly to the Library’s requests for information in connection with any alleged

copyright infringement or other unauthorised use of eBooks; and

1. to comply with all laws and regulations applicable to the performance of this Agreement by

Wheelers.

3.5 The Library acknowledges that provision of the Services under this Agreement may not be completely

uninterrupted and/or error free and that the sole obligation of Wheelers in relation to any errors which

may be identified or interruptions to the delivery of the Services which may occur shall be to use all

5

commercially reasonable efforts to correct such errors or to restore operation of the affected Services

(as the case may be).

3.6 Wheelers reserves the right to make modifications to the operation, performance and/or functionality of

the Portal and the ePlatform from time to time (at Wheelers’ sole discretion). Where Wheelers

considers that such modifications require changes to the Library Website, Wheelers will provide the

Library with as much advance notice as is reasonable in the circumstances.

3.7 The Library acknowledges and agrees that Wheelers may:

1. include features and functionality on the Portal which provide Members with the ability to send

requests to the Library to purchase eBooks and hard copy books from Wheelers; and

1. display its branding, trademarks, logos and/or other marketing or promotional materials of

Wheelers and/or third parties on the Portal.

3.8 Subject to the Library receiving written confirmation from Wheelers that the Library is permitted to

access services necessary for the Library to enjoy the benefit of the “Consortium Library” module,

Wheelers will supply the Library with the Services necessary to Share eBooks and the provisions of

clauses 3.9 to 3.11 (inclusive) shall apply.

3.9 The Library acknowledges that the ability of Wheelers to allow an eBook to be Shared is governed by

the rights granted to Wheelers by third parties and as a result certain eBooks in the Library’s collection

will not be eligible to be Shared eBooks. Wheelers gives no representation or warranty that it possesses

or will obtain the grant of the rights necessary to allow all eBooks in the Library’s collection (whether

currently or in the future) to be Shared eBooks.

3.10 The Library acknowledges and agrees that Wheelers may from time to time:

1. make rules relating to the establishment of Consortium and the persons who may join each

Consortium as Affiliates, and to vary such rules;

1. disestablish any Consortium and/or remove any person as an Affiliate of any Consortium

where this is necessary to comply with the rules referred to in clause 2.3(a);

2. publish specifications for the Services described in clause 2.1, and vary such specifications;
3. designate certain eBooks as being unavailable to Share or as being available to Share with a

limited number of Affiliates in a Consortium where this is necessary or desirable in order to

eliminate or reduce the risk of infringement of the intellectual property rights of any person; and

1. alter the status of any Shared eBook to a Private eBook where this is necessary or desirable in

order to eliminate or reduce the risk of infringement of the intellectual property rights of any

person.

3.11 Wheelers will notify the Library without delay of any action taken by Wheelers under clause 3.10.

4. FEES AND PAYMENT

4.1 The Library shall pay the Fees to Wheelers in the manner set out in this Agreement. Fees are stated

exclusive of Goods and Services Tax which shall be payable by the Library in addition to the Fees.

4.2 All payments made by the Library to Wheelers will be:

6

1. remitted as directed by Wheelers; and
2. made in the Currency.

4.3 Wheelers will keep true and particular records of Loans made to Members.

4.4 Wheelers will issue invoices for Fees on a monthly basis, and subject to clause 4.7 the Library will pay

each such invoice on or before the 20th day of the month following the month in which the relevant Fees

fell due for payment.

4.5 Wheelers will notify the Library of any changes to the Fees and/or to impose new or additional Fees,

provided that any altered, new or additional Fees shall not apply until at least 7 Business Days after

notice is given.

4.6 In the event that the Library fails to pay any amount due under this Agreement on or before the due date

then, without prejudice to Wheelers’ other rights and remedies, Wheelers may require the Library to pay

interest on the amount unpaid at the rate of 15 % per annum calculated on a daily basis for the period

commencing on the date that such payment fell due and ending on the date that payment in full is

made.

4.7 Wheelers may set off any Fees and other amounts due to Wheelers against any monies owing by

Wheelers to the Library.

5. LIBRARY’S OBLIGATIONS

5.1 The Library shall provide and operate, at its own expense, the Library Website, network and Internet

system necessary for connection to, and efficient use of, the Portal and the Services. Except to the

extent expressly provided in this Agreement or as otherwise may be agreed by Wheelers in writing,

Wheelers shall have no obligation to reimburse the Library for any cost or expense incurred by the

Library in complying with the Library’s obligations under this clause, including (without limitation) where

any such cost or expense results from changes or upgrades to the ePlatform, the Portal or any other

change to the manner in which Wheelers provides the Services.

5.2 Without limiting clause 5.1, the Library will acquire, at its own expense, any software licenses necessary

to enable connection to, and efficient use of, the Portal and the Services including (without limitation) a

SIP2 license if required (SIP2 is one of a number of options available for Patron Authentication).

5.3 The Library will assign personnel in appropriate numbers and with appropriate skills to enable efficient

use of the Services by Members and to provide Members with all technological and other support

required in connection with Members’ use of the Services.

5.4 The Library agrees to promptly inform Wheelers of any errors or omissions in the Services of which the

Library becomes aware.

5.5 The Library grants Wheelers the right to incorporate the Library’s name, logos, trademarks, colour

schemes and other distinguishing marks and features into the Portal.

5.6 The Library will not make any representations, or provide any warranty or guarantee, to any person in

relation to the Services unless such representation, warranty or guarantee has been approved by

Wheelers in writing.

5.7 The Library undertakes and warrants:

7

1. the supply of any Third Party eBooks to Wheelers under this Agreement and eBooks

comprising Non-DRM Content and the use of such eBooks by Wheelers as contemplated by

this Agreement will not violate any obligation that the Library owes to any third party or infringe

upon the Intellectual Property rights of any person;

1. that the eBooks comprising Non-DRM Content do not contain any libellous, defamatory or

unlawful material; and

1. to comply with all laws and regulations applicable to the performance of this Agreement by the

Library.

6. MEMBERS

6.1 The Library will provide Wheelers with such information relating to Members as may reasonably be

required by Wheelers to verify that persons seeking access to DRM Content and Non-DRM Content are

current Members of the Library. Information relating to Members will be provided in the format and

updated with the frequency reasonably required by Wheelers.

6.2 The Library acknowledges that Wheelers’ rights to distribute eBooks comprising the DRM Content may

be subject to geographical restrictions and that Wheelers will be entitled to refuse to Loan such eBooks

to Members who do not reside within the Territory.

6.3 The Library acknowledges and agrees that Wheelers will require Members to confirm acceptance of

certain terms and conditions when taking eBooks from the Library’s DRM Content on Loan, including

(but not limited to):

1. not to use eBooks for any unlawful or infringing purpose;
2. not to reproduce, license, sell or otherwise distribute the eBooks; and
3. to use eBooks exclusively as a reference or informational tool for that Member’s use only.
4. PROTECTION MEASURES

7.1 The Library will use all reasonable endeavours to assist Wheelers to protect the copyright and other

intellectual property rights and interests in the software and other products forming part of the ePlatform,

DRM Content and the Portal including (but not limited to):

1. adoption of suitable policies and procedures by the Library;
2. establishment of dummy Member accounts for testing purposes;
3. allowing access to such accounts by Wheelers for the purposes of testing system performance

and security; and

1. correction and/or adjustment of systems to deal with issues detected during testing.

7.2 The Library acknowledges and agrees that:

1. the ePlatform will use software and other products which are licensed to Wheelers by third

parties and that Wheelers is required to abide by the terms of the agreements under which

such software and products are licensed; and

8

1. the terms set out in Schedule 3 to this Agreement (which Datalogics, Inc requires in connection

with the use by Wheelers of Adobe Content Server software) are binding on the Library;

1. Wheelers may from time to time notify the Library in writing of additional terms and conditions

which must be accepted by the Library in order for Wheelers to comply with its obligations

under licence agreements between Wheelers and third parties providing software and other

products used in the ePlatform;

7. terms and conditions notified by Wheelers to the Library under clause 7.2(c) shall form part of

this Agreement and bind the Library unless the Library notifies Wheelers within 10 Business

Days of receipt of the relevant notice under clause 7.1(c) that the Library does not accept such

additional terms and conditions; and

7. in the event that the Library notifies Wheelers under clause 7.2(d) that the Library does not

accept the relevant terms and conditions, Wheelers may terminate this Agreement by giving

written notice to the Library.

8. TERM AND TERMINATION

8.1 Subject to any rights of earlier termination, this term of this Agreement commences on the

Commencement Date and continues until the first anniversary of the Commencement Date (“Initial

Term”). The term of this Agreement will automatically renew at the end of the Initial Term or any

subsequent renewal term (as the case may be) for successive further terms of one year on the same

terms and conditions.

8.2 Either party may terminate this Agreement by giving not less than three months’ notice in writing to the

other party.

8.3 Without prejudice to any other right or remedy it may have, whether under this Agreement, under statute

or otherwise, either party may terminate this Agreement by written notice to the other party if:

1. a party breaches any of its material obligations under this Agreement; and
2. the breach is not capable of being remedied; or
3. the breach is capable of being remedied and the party in breach fails to remedy the

breach within 10 Business Days after notice in writing has been given to the party in

breach requiring such breach to be remedied; or

1. an Insolvency Event occurs in respect of the other party.

8.4 For the purposes of clause 8.3, "Insolvency Event" means in respect of a party (other than for the

purpose of solvent reconstruction or amalgamation):

1. a receiver, receiver and manager, liquidator, provisional liquidator, administrator or controller is

appointed in respect of that party or any of its property;

1. the party ceases to carry on business or makes an assignment for the benefit of, or enters into

or makes any arrangement or compromise with, that party’s creditors or threatens to do so; or

1. the party is, becomes, or is deemed to be insolvent or bankrupt.

8.5 The Library and Wheelers acknowledge that a Library may request that Wheelers facilitate a transfer of

all eBooks which comprise the DRM Content and the Non-DRM Content to another person who will

9

manage Loans to Members of the Library following termination of this Agreement. Wheelers will seek to

comply with such request, subject to:

1. all necessary consents being obtained;
2. Wheeler’s being satisfied (acting reasonably) that the transfer of eBooks will not result in the

infringement of the intellectual property rights of any person; and

1. the Library meeting Wheelers’ reasonable costs and expenses (including management time) in

seeking to comply with the Library’s request (whether or not the requested transfer of eBooks

is able to proceed).

8.6 Termination of this Agreement shall:

1. not affect those provisions of this Agreement which are intended to continue after termination;

and

1. be without prejudice to any claim by either party arising out of any breach or non-performance

by that party of any obligations assumed by or imposed on that party under this Agreement at

any time prior to termination.

9. CONFIDENTIALITY

9.1 Each party shall at all times keep confidential, treat as privileged, and not directly or indirectly make or

allow any copying, disclosure or use to be made, of any provision of this Agreement or of any

information including, without limitation, any specifications, reports, ideas, concepts, technology,

software, procedures, techniques and know-how relating to the provision of the Services under, or any

other subject matter of, this Agreement, or any information directly or indirectly obtained from another

party under or in connection with this Agreement or in relation to the business activities of the other

party, except to the extent:

1. required by law; or;
2. necessary to satisfy the requirements of any recognised stock exchange;
3. necessary to obtain the benefit of, or to carry out obligations under, this Agreement
4. that parties otherwise agree in writing; or
5. that the information is or becomes available in the public domain without breach by a party of

its confidentiality obligations under this clause or at law.

9.2 In the event that a party becomes aware that it is legally compelled to disclose any information to which

clause 9.1 relates, that party shall immediately give written notice of the requirement for such disclosure

to the other party.

10. LIABILITY

10.1 To the extent that the liability of Wheelers under this Agreement is not otherwise limited or excluded and

to the extent permitted by law, the total liability of Wheelers whether in tort (including negligence),

contract or otherwise, for any loss, damage or injury arising directly or indirectly from any defect in the

Services or any other breach of Wheelers’ obligations under this Agreement is limited to the lesser of:

10

1. the Fee paid by the Library for the relevant Service;
2. the cost of re-performing the relevant Service; and
3. the actual loss or damage suffered by the Library (excluding any loss or damage of the type

referred to in clause 10.2).

10.2 Notwithstanding any other provision of this Agreement, under no circumstances will Wheelers be liable

for any loss of income or profits or any consequential, indirect or special damage or injury of any kind

suffered by the Library, a Member or any other person.

10.3 Except for any rights the Library may have under any express term of this Agreement, all guarantees,

warranties, descriptions, representations or conditions whether expressed or implied by law, trade,

custom or otherwise are expressly excluded to the fullest extent permitted by law.

10.4 The Library agrees that the provisions of the Consumer Guarantees Act 1993 do not apply to any goods

or services which are acquired by the Library under this Agreement for business purposes.

11. INTELLECTUAL PROPERTY

11.1 Existing intellectual property which is not developed under this Agreement but which is used for the

purposes of this Agreement shall remain the property of its current owner. In particular, the Library

acknowledges and agrees that ownership of copyright and other intellectual and proprietary rights in the

ePlatform and the Portal shall remain with Wheelers and/or its suppliers.

11.2 Unless otherwise agreed in writing, ownership of intellectual property, or modifications and additions to

existing intellectual property, which is developed during performance of any Services under this

Agreement shall vest in Wheelers without the need for any party to execute any further document.

12. DISPUTE RESOLUTION

12.1 The parties shall use their best endeavours to resolve between themselves any dispute that arises out

of or in connection with this Agreement, including any dispute as to its existence or validity (“Dispute”),

within 10 Business Days of a party serving written notice on the other parties stating the subject matter

and details of the Dispute.

12.2 If any Dispute between the parties is not settled by the parties themselves within 10 Business Days, the

dispute shall be submitted to the arbitration of a single arbitrator agreed on between the parties, or in

default of Agreement to be nominated by the President of the New Zealand Law Society. The

arbitration will be conducted in accordance with the Arbitration Act 1996 and the provisions of the

Second Schedule of the Act will apply. The parties reserve the right to appeal to the High Court on any

question of law arising out of an award.

12.3 Nothing in this clause 12 will prevent any party from taking immediate steps to seek urgent interlocutory

relief before an appropriate court.

12.4 This clause shall survive the expiration or termination of this Agreement.

11

13. NOTICES

13.1 Every notice to be given under, or in connection with, this Agreement shall be given in writing by:

1. personal delivery;
2. mailing by pre-paid registered letter within New Zealand, and shall be deemed to be given two

Business Days after (but exclusive of) the date of mailing; or

1. facsimile or email transmission, and shall be deemed to be given on the date shown on the

transmission report by the machine from which the facsimile or email was sent which indicates

that the facsimile or email was sent in its entirety and in legible form to the facsimile number or

email address of the party to whom notice is given.

to the address for the Library set out in the Confirmation Email and to the address for Wheelers

specified below. If a written notice of change of address is given then notices shall be sent to such new

address:

Wheelers Book Club Limited

211 Wairau Road PO Box 305-404

Glenfield , Auckland Triton Plaza, Auckland 1057

New Zealand New Zealand

Phone 09 479 7979

Fax 09 479 7949

Email info@wheelers.co.nz

Notwithstanding any other provision contained in this clause any notice given after 5pm, or on a day

which is not a Business Day, shall be deemed to be given at 9am on the next Business Day.

14. CHANGES

14.1 Wheelers reserves the right at any time to modify the terms of this Agreement, and/or to impose new or

additional terms or conditions in connection with the provision of the Services. Such variations to the

terms and conditions of this Agreement shall be effective immediately and shall be deemed to be

incorporated into this Agreement. Continued use of the Services by the Library shall be deemed

acceptance of such variations to the terms and conditions.

15. GENERAL

15.1 No party will, without the prior written consent of the other party, assign or otherwise purport to deal with

that party’s rights, obligations or interests under this Agreement.

15.2 No party is liable for any breach or failure to perform any of the terms of this Agreement where such

breach or failure is caused by war, civil commotions, strikes, lockouts, act of God, governmental

regulations or directions, or any other cause or causes beyond the parties’ reasonable control, whether

similar to any of the foregoing or not.

15.3 Any waiver by either party of any rights arising from any breach of any term of this Agreement shall not

be construed as a continuing waiver of other breaches of the same or other terms of this Agreement by

any other party.

12

15.4 This Agreement constitutes the full Agreement between the parties and supersedes all prior

negotiations, proposals and Agreements whether oral or written with respect to the subject matter of this

Agreement.

15.5 This Agreement shall be governed by, and construed in accordance with, the laws of New Zealand.

13

SCHEDULE 1

DRM Services

Establishment of the Portal

Establishment of the Wheelers eBook lending platform with unique URL for the Library, capable of providing the

services and infrastructure for the Library to manage and loan eBooks to Members within a secure DRM

environment.

Specifically includes:

O A web portal (Wheelers ePlatform) with the Library’s own unique URL and logo to enable patrons to borrow

and/ or reserve eBook titles. It includes user-friendly features for searching, browsing and filtering to

facilitate selection.

O A web-based administrative access that enables Library staff to control specific ePlatform configurations

such as loan parameters (within defined limits), reserve allowances, and user permissions, and to view

reports on borrowing. .

O The optional facility to charge variable fees for lending and/or reserves on key titles e.g. best sellers. This is

managed via the admin area online.

O Access to the Wheelers website or Wheelers Shop area for purchasing of new eBook titles licensed for

Library lending.

Following an eBook purchase by the Library, notification of the unique URL for each eBook title is provided via a Brief

Marc Record file (Encoded Level 3).

Patron Authentication

Prior to facilitating the Loan, the ePlatform will authenticate and validate that the student/patron is authorised to take

Loans of eBooks from the ePlatform. There are several options available to validate their credentials (Patron

Authentication). Once validated, they can take Loans of eBooks by and download them from the ePlatform.

Anyone accessing the ePlatform will need to have a suitable internet connection and a suitable device for reading the

eBooks. For further information on this please see FAQs area of the ePlatform website.

Support for Setting Up Patron Authentication

Support for setting up Patron Authentication is only provided by Wheelers to Library staff when the Library has

elected to purchase the Standard Package or Advanced Package (for Public Libraries). More information in relation

to these packages (including current pricing) may be viewed on the ePlatform website.

Standard Package (with Support for setting up Patron Authentication)

This covers a number of Patron Authentication options including remote inquiry from the ePlatform to the Library

Management System used by the school Library (if the LMS is SIP2 enabled). Connection and authentication of

school Library Members can also be achieved remotely against LDAP or Active Directory. Please note that school

Libraries wanting SIP2 connection or Active Directory/ LDAP connections will need to elect to purchase the Standard

Package to enable the set-up of these connections.

School Libraries wanting support from Wheelers to facilitate setting up the Student Self-registration or the Patron

Data upload option will also be required to purchase the Standard Package.

14

Advanced Package for Public Libraries (with Support for setting up Patron Authentication)

This covers the set-up of a number of different Patron Authentication options including integration with the LMS used

by the Public Library. Library Members can then be authenticated remotely.

Basic Package (no Support for setting up Patron Authentication)

This option is free to school Libraries comfortable with setting up their own Patron Authentication process

via either the ‘Student Self-Registration’ option or the ‘Patron Data Upload (FTP)’ option. The ‘Student

Self-Registration’ option involves students registering themselves directly with the school Library’s

ePlatform with the Librarian / ePlatform Manager at the school approving students as Members. The

Patron Data Upload option is a facility that involves uploading basic Member information (encrypted) to a

secure area in the ePlatform. The Patron Upload is usually simple if a school Library can export student

information from the LMS / School Database used by the school. If a school Library chooses this free

Basic Package option the Library is responsible for completing the Patron Authentication option without

direct support from Wheelers. Help guides designed to assist school Libraries with the process of setting

up their own Patron Authentication process may be viewed on the ePlatform website.

Hosting and Managing DRM Content and DRM Content Loans

Hosting, storage and lending, with DRM protection of the digital media. The ePlatform ensures a single eBook is on

Loan to a single Member at a time and that titles are returned on time (expired). Usage is restricted in that Loaned

titles cannot be copied or printed or read beyond the Loan period defined by the Library.

A Fee will be charged per eBook (invoiced at the time of purchase from Wheelers) relating to hosting, storage and

lending of that eBook with DRM protection. Current pricing may be viewed on the pricing page of the ePlatform

website.

Uploading Library / 3rd party Content

Wheeler's ePlatform allows for hosting and DRM protection of digital content from other sources as long as it meets

the following criteria:

O Use of the content on the ePlatform will not violate any obligation that the school / Library owes to any third

party or infringe upon the Intellectual Property rights of any person. For example, if the content is subject to

copyright then the school / library will need to obtain express permission from the copyright owner for the

content to be uploaded to the ePlatform and used within the school / Library environment.

O Data supplied by the Library must be in a suitable format and ready for upload. It cannot for instance have

DRM already applied. The ePlatform applies DRM protection each time the title is loaned out.

Fees for uploading content apply on a per batch basis. Current pricing may be viewed on the ePlatform website.

A Fee will be charged per eBook (invoiced at the time the eBook is loaded) relating to hosting, storage and lending of

that eBook with DRM protection. Current pricing may be viewed on the pricing page of the ePlatform website.

15

SCHEDULE 2

Related Services

Uploading Non-DRM Content

The ePlatform is available for hosting Library content not requiring DRM protection. Data supplied by the Library

must be in a suitable format and ready for upload.

It is the responsibility of the school / Library to ensure that use of the content on the ePlatform will not violate any

obligation that the school / Library owes to any third party or infringe upon the Intellectual Property rights of any

person. For example, if the content is subject to copyright then the school / Library will need to obtain express

permission from the copyright owner for the content to be uploaded to the ePlatform and used within the school /

Library environment.

Fees apply on a per batch basis. Current pricing may be viewed on the ePlatform website.

Hosting Non-DRM Content

The ePlatform is available for hosting Library content not requiring DRM protection.

Currently there is no additional charge for hosting files totaling less than 250MB in size. Hosting for files which are

larger than this size will be subject to a Fee to cover Wheelers’ costs (which Fee would be discussed and agreed at

the relevant time).

Customisation of the Portal

Further customisation of the Library ePlatform beyond the introduction of the Library logo (or banner for Public

Libraries) is optional at an additional cost.

Fees will be quoted by Wheelers based on the degree of customisation requested.

16

SCHEDULE 3

End User Terms for Adobe Content Server (“Software”)

1. No Modification or Reverse Engineering. End User specifically acknowledges and agrees that

other than as expressly set forth in the Agreement, End User shall not modify, port, adapt or translate the

software or its documentation. End User will not reverse-engineer, decompile, disassemble, or otherwise

attempt to derive the source code of the Software not supplied to End User in source code form.

Notwithstanding the foregoing, decompiling the Software is permitted to the extent that the laws of a

jurisdiction give End User the right to do so to obtain information necessary to render the Software

interoperable with other software; provided, however, that End User must first request such information

from Datalogics, Inc. (“Licensor”) or its supplier, and Licensor or its supplier may, in its discretion, either

provide such information to End User or impose reasonable conditions, including a reasonable fee, on such

use of the Software to ensure that Licensor (and its suppliers) proprietary rights in the Software are

protected.

2. Proprietary Notices. End User agrees that as a condition of its rights hereunder, each copy of the

Software and its documentation it is permitted to make under this Agreement shall contain the same

proprietary notice of Licensor and its suppliers that appear in such Software or documentation provided by

licensor, and as otherwise may be reasonably required by Licensor.

3. Ownership. Licensor and its suppliers are the sole and exclusive owners of all rights, title and

interest, including all trademarks, copyrights, patents, trade names, trade secrets, and other intellectual

property rights in and to the Software. Except for the rights expressly granted in this agreement, End User

is not granted any rights to patents, copyrights, trade names, trademarks (whether or not registered), or any

other rights, franchises or licenses with respect to the Software or its documentation, and End User agrees

that it will not exceed the scope of the licenses granted herein. There are no implied licenses granted under

this agreement, and all rights not expressly granted to End User in this agreement are reserved.

4. Log-In Information. To gain access to and use the End User may be required to create an ID and

password or other log-in ID and password issued by Adobe Systems Incorporated (“Log-In Information”).

End Users are responsible for all activity occurring under their Log in Information, and must keep their Log

In Information confidential and not share their Log In Information with third parties. Adobe has no obligation

or responsibility with regard to your use, distribution, disclosure, or management of Log-In Information.

Notwithstanding the foregoing, Adobe may require you to change your Log-In Information if such Log-In

Information is inconsistent with the terms of this Agreement.

5. Use Restrictions. In Connection with End Users’ access or use of the Adobe License Signing

Service (“Service”), Library and its Members will not:

(a) introduce a virus, worm, Trojan horse or other harmful software code or similar files that may

damage the operation of a third party’s computer or property or information;

(b) use the Service in any manner that could damage, disable, overburden, or impair any server, or the

network(s) connected to any server or interfere with any party’s use and enjoyment of the Service;

(c) attempt to gain unauthorized access to service, materials, other accounts, computer systems or

networks connected to any server or to the Service, through hacking, password mining, or any other

means;

17

(d) obtain or attempt to obtain any materials or Information through any means not intentionally made

available through the Service;

(e) host, on a subscription basis or otherwise, the Service, including and related application, to permit a

third party to use the Service to create, transmit, or protect and content;

(f) engage in any systematic extraction of data fields, including without limitation E-mail addresses;

(g) disclose, harvest or otherwise collect Information, including E-mail addresses, or other private

Information about any third party without that party’s express consent;

(h) transmit junk mail, spam, surveys, contests, pyramid schemes, chain letters, or other unsolicited Email

or duplicative messages;

(i) sell, lease, or rent access to or use of the Service, or otherwise transfer any rights to use the Service

under this agreement (including without limitation, on a timeshare or service bureau basis); or

(j) defraud, defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights

of privacy and publicity) of others.

6. Termination of Service. Upon the material breach by End User of a provision of this agreement

respecting the Service that is not cured within 30 days after written notice to End User, Adobe or

Licensor may discontinue access to the Service.