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DocuSign Envelope ID:2093CBA0-8977-4E30-9991-7852DB4E7A78
<br /> MIDW TTApE
<br /> LIBRARIANS j MEDIA SOURCE
<br /> "Marks"means any trademarks, service marks,trade names, logos, designs, icons, characters, cover art,
<br /> styles, and trade dress associated with any Digital Titles, including without limitation all translations or
<br /> transliterations of the foregoing in any language, or any colorable imitations or modified versions thereof.
<br /> "Midwest Tape" means Midwest Tape, LLC and any of its parents, subsidiaries, or affiliated entities that
<br /> are engaged in the business of distributing media content in digital form to libraries and library users via the
<br /> Digital Media Platform.
<br /> "Service Partners" means any third parties that provide digital storage, webhosting, IT services, data
<br /> analysis and processing, or distribution or other services to Midwest Tape in connection with the Service.
<br /> "Title Summary and Promotional Data" means, with respect to each Digital Title, the following
<br /> information and data that is made available to Orange County pursuant to this Agreement: (i) title; (ii)
<br /> author(s), publisher, illustrator(s), narrator(s), actor(s), director(s), producer(s), studio(s), and similar
<br /> descriptive information; (iii) if commercially used, the digital object identifier; (iv) narrative description or
<br /> summary of the work; (v) cover art and image, graphics, and other images; (vi) copyright notice; and (vii)
<br /> any other identifying information.
<br /> "Vendor" means any supplier to Midwest Tape of (i) Digital Title(s); (ii) Title Summary and Promotional
<br /> Data; and/or (iii) technology or services necessary for Midwest Tape to provide the Service to Orange
<br /> County.
<br /> II. ORANGE COUNTY RIGHTS&OBLIGATIONS.
<br /> Rights. During the Term, and subject to all the terms and limitations set forth in this Agreement, Midwest
<br /> Tape grants to Orange County the non-exclusive and non-transferrable right to display and access the
<br /> Digital Media Platform and Title Summary and Promotional Data for the limited purpose of: (a) allowing
<br /> Patrons to access, view, and borrow Digital Titles through the Service and pursuant to this Agreement; (b)
<br /> promoting awareness and authorized use of the Service, including via postings on the Orange County
<br /> Library Website(s);and(c)establishing and implementing Orange County Library-specific policies in regard
<br /> to use of the Service by the Orange County Library and Patrons, consistent with this Agreement and the
<br /> requirements of the Digital Media Platform.
<br /> Limitations.Except for the limited, non-exclusive, non-transferrable rights expressly granted to the Orange
<br /> County above in this Section II, Orange County shall have no right in or to, or ownership of, the Service,
<br /> Digital Titles, Digital Media Platform, hoopla digital Website, hoopla Library Administration Website, Digital
<br /> Media Application, Marks,Title Summary and Promotional Data,or any other artwork or materials delivered
<br /> by Midwest Tape in connection with this Agreement. Orange County shall have no right to access, use,
<br /> modify, or reproduce any portion of any source code relating to the Service and/or the Digital Media
<br /> Platform, or to make, sell, or distribute any variations or derivative works of the Service and/or the Digital
<br /> Media Platform. Orange County agrees to the support and protection of Intellectual Property Rights
<br /> (including but not limited to copyright and trademark protections), to prohibit Patrons from engaging in
<br /> activities that infringe on these rights, and to refrain from facilitating such activities. In addition, the Library
<br /> will comply with all other requirements communicated by Midwest Tape with respect to any Intellectual
<br /> Property Rights and the Marks.
<br /> No Public Performance Rights. Orange County shall have no public performance rights in the Digital
<br /> Titles.Accordingly, the Library may not offer any Digital Titles as a performance in order to entice Patrons
<br /> or the general public to come to an event, sponsored by Orange County or otherwise.
<br /> General Obligations.To facilitate the successful introduction of the Service to, and use of the Service by,
<br /> Patrons, Orange County shall: (a) regularly communicate to staff, Patrons, and the general public served
<br /> that the Service is available to Patrons; (b) provide suitable training opportunities to appropriate Orange
<br /> 2/2016U Page 2
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