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listing option, auditing and reporting functions and access to a protected web portal to manage the Library's catalog of <br /> Digital Product. Digital Products are licensed to Library and not sold. Subject to OverDrive's approval, which shall not <br /> be unreasonably withheld, OverDrive will incorporate the Library's name, logos and trademarks in accordance with <br /> design suggestions as provided by Library. Library will have the ability to manage and promote Digital Products from a <br /> password protected Digital Library Reserve administrative web portal. <br /> 3.4 OverDrive may include Library logos and colors on the Library Website. OverDrive reserves the right to display <br /> its branding, trademarks, logos, and/or other third party marketing or promotional materials related to the Application <br /> Services on the Library Website. OverDrive will implement an inventory data feed from Content Reserve to the Digital <br /> Library Reserve inventory management system to permit Library to browse, select and license rights to Digital Products <br /> in supported formats and as permitted by OverDrive's publishers and suppliers. OverDrive will create the appropriate <br /> download links from the Library's Website for the secure delivery of Content to authorized Library Patrons. All Content <br /> available at the Library Website shall have at least a seven (7) day lending period, or other minimum lending period as <br /> otherwise required by suppliers or publishers of Content. <br /> 3.5 Digital Library Reserve is for remote use only (outside of the Library). Without the use of OverDrive Download <br /> Station software, Patrons and all other users of DLR cannot download Digital Content to any Library computers or <br /> devices. OverDrive Download Station software licenses are available for an additional fee. <br /> 4. FEES AND PAYMENT <br /> 4.1 Schedules "A-1" and "A-2" shall serve as written purchase orders for the Application Services Library seeks to <br /> have OverDrive configure and operate under this Agreement. Library shall make payment of applicable fees and or <br /> deposits based on the terms and conditions of Schedules "A-1" and "A-2". Library shall make payments to OverDrive in <br /> U.S, funds within thirty (30) days of presentation of invoice. OverDrive shall have sole discretion to approve any and all <br /> libraries that seek to participate in the DLR service with the organization or entity identified in the Introduction to the <br /> Agreement, as well as establish any other terms and conditions related to such expansion. <br /> 4.2 Under the terms of this Agreement, Library shall receive an Annual Content Collection Credit of Six Thousand <br /> Dollars ($6,000 USD) (at the Publisher's suggested list price for libraries) toward the selection of digital titles. Anytime <br /> during the term of this Agreement Library may select additional titles and material subject to standard terms and pricing. <br /> Library shall make payments to OverDrive in U.S. funds for Content selections within thirty (30) days of presentation of <br /> invoice. <br /> 4.3 The payment obligations stated in this Section 4 are exclusive of any federal, state, municipal or other <br /> governmental taxes, sales taxes, duties, excise taxes or tariffs now or hereafter imposed on the production, storage, sale, <br /> transportation, import, export, licensing or use of the Application Services or for operation or sales activity of the Library <br /> Website. Such charges, shall be paid by Library or, in lieu of payment of any tax, Library shall provide a North Carolina <br /> exemption certificate acceptable to OverDrive and the applicable authority. <br /> 5. COPYRIGHT PROTECTION,PATRON AUTHENTICATION AND DATA SECURITY <br /> During the Agreement Term and any renewal periods, Library will reasonably cooperate with OverDrive to achieve <br /> OverDrive's and its Publishers' and suppliers' objectives of protecting certain intellectual property interests relating to <br /> OverDrive supplied Digital Products and Content. The Library shall establish policies and procedures to abide by the <br /> Digital Library Reserve Guidelines as described in the attached Schedule "B". Library shall provide OverDrive access to <br /> a test Patron account for purposes of validating the system's performance relating to the Application Services. Library <br /> will reasonably cooperate with OverDrive to correct or adjust systems as may be required to compensate for any errors or <br /> omissions disclosed by such test. Any such test will be conducted by OverDrive at its own expense and during regular <br /> business hours and in such a manner as not to interfere with Library's normal activities. Nothing in this Section shall <br /> entitle OverDrive to any Patron data or information relating to the identity of Patrons accessing any components of the <br /> Application Services. <br /> 6. RESPONSIBILITIES OF LIBRARY <br /> 02011 OverDrive, Inc. <br /> Digital Library Reserve Content Service Plan Agreement-Orange County Library(NC) 3 <br />