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DocuSign Envelope ID:2093CBA0-8977-4E30-9991-7852DB4E7A78
<br /> is
<br /> MOW I TAPE
<br /> LIB& RIANS MEDIA SOURCE
<br /> Termination. This Agreement may be terminated in either of the following ways:
<br /> By Notice. Either Party may terminate this Agreement, with or without cause, at the end of the Term by
<br /> providing the other Party with sixty(60) days' advance written notice prior to the end of the Term.
<br /> Due to Breach. Either Party may suspend its performance or, at that Party's sole option, terminate this
<br /> Agreement by providing the other Party with written notice of such action in the event of(i)the other Party's
<br /> material breach of this Agreement, which breach continues uncured for a period of thirty (30) days after
<br /> written notice of such breach; or (ii) Orange County's failure to perform its payment obligations under
<br /> Section III of this Agreement for a period of at least thirty(30)days.
<br /> Due to Lack of Appropriations. Midwest acknowledges that Orange County is a governmental entity, and
<br /> the validity of this Agreement is based upon the availability of public funding under the authority of its
<br /> statutory mandate. In the event that public funds are unavailable and not appropriated for the performance
<br /> of Orange County's obligations under this Agreement, then this Agreement shall automatically expire
<br /> without penalty to Orange County immediately upon written notice to Midwest of the unavailability and non-
<br /> appropriation of public funds.
<br /> Upon termination of this Agreement, Orange County shall immediately(i)cease distribution and use of the
<br /> Service, Digital Media Application, Digital Media Platform, Digital Titles, Marks, Metadata, and Promotional
<br /> Postings; and (ii) pay all amounts due to Midwest Tape. Once Orange County satisfies these obligations,
<br /> any unapplied portion of an Advance payment will be refunded within thirty(30) days.
<br /> V. MIDWEST TAPE RIGHTS&OBLIGATIONS.
<br /> The hoopla Service. Midwest Tape and/or its Service Partners will: (a) host and support the Service as
<br /> provided in this Agreement; (b). designate an implementation specialist ("hoopla Coordinator") to be
<br /> available for customer support to Orange County in connection with the launch and implementation of the
<br /> Service; and (c) provide Orange County with access to the hoopla Library Administration Website, which
<br /> offers tools to enable Orange County to manage use of the Service, including in regard to Patron borrowing
<br /> limits, lending policies, title blocking, ratings-and user-advisory settings, usage dashboard, and reporting.
<br /> Ownership of Vendors's Intellectual Property. Subject to the provisions of this Agreement, Vendors
<br /> retain all of their Intellectual Property Rights in and to the Vendor's Digital Titles, Metadata, Marks, and
<br /> Promotional Postings, artwork, and other property that may be utilized or accessed in connection with the
<br /> Service.
<br /> Ownership of Midwest Tape's Intellectual Property. As between the Parties, Midwest Tape owns and
<br /> retains all Intellectual Property Rights in and to the Service, Digital Media Platform, Digital Media
<br /> Application, hoopla digital Website, hoopla Library Administration Website, Midwest Tape and hoopla and
<br /> hoopla digital trademarks, and all other Midwest Tape intellectual property, including but not limited to all
<br /> modifications, updates, or improvements made thereto. Orange County acknowledges Midwest Tape's
<br /> ownership of such Intellectual Property Rights.
<br /> Modifications to Digital Media Platform. Midwest Tape has the right to modify, at any time,the Service,
<br /> Digital Media Platform, Digital Media Application, hoopla digital Website, hoopla Library Administration
<br /> Website, and other aspects and features of hoopla in Midwest Tape's sole discretion, in order to develop,
<br /> modify, or improve operations, performance, or functionality.
<br /> Addition, Removal, and Modifications of Digital Titles. Midwest Tape has the right to take any or all of
<br /> the following actions with respect to any Digital Title(s) at any time and in its sole discretion: (a) add or
<br /> remove Digital Titles to or from the Service; (b) set or adjust the applicable Per Circulation Fee(s); (c)
<br /> replace content files, Metadata, and/or Promotional Postings; and (d) edit or modify editorial content or
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