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MIDWITAPE
<br /> LiBRARiAMS JibiBOURUi
<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
<br /> Party's material breach of this Agreement, which breach continues uncured for a period of thirty (30) days
<br /> after written notice of such breach; or (ii) the Library's failure to perform its payment obligations under
<br /> Section III of this Agreement for a period of at least thirty (30) days.
<br /> Upon termination of this Agreement, the Library shall immediately (i) cease distribution and use of the
<br /> Service, Digital Media Application, Digital Media Platform, Digital Titles, Marks, Metadata, and
<br /> Promotional Postings; and (ii) pay all amounts due to Midwest Tape. Once the Library satisfies these
<br /> obligations, 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 and possess all rights and licenses required to perform its obligations under
<br /> this Agreement; (b) designate an implementation specialist ("hoopla Coordinator") to be available for
<br /> customer support to the Library in connection with the launch and implementation of the Service; and (c)
<br /> provide the Library with access to the hoopla Library Administration Website, which offers tools to enable
<br /> the Library to manage use of the Service, including in regard to Patron borrowing limits, lending policies,
<br /> 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. The Library 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
<br /> Service, Digital Media Platform, Digital Media Application, hoopla digital Website, hoopla Library
<br /> Administration Website, and other aspects and features of hoopla in Midwest Tape's sole discretion, in
<br /> order to develop, 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
<br /> designs. The Library will be notified by email, the hoopla Library Administration Website, or other means
<br /> of major modifications to the functionality of the Service.
<br /> Promotion of the Service. Midwest Tape may, at its own expense and in its own discretion, publicize
<br /> the Service and communicate with the general public and Patrons regarding the availability, features, and
<br /> use of the Service, Digital Titles, Digital Media Platform, and Digital Media Application.
<br /> Support. Midwest Tape will support the Service by maintaining help files, information, and other
<br /> appropriate documentation and training materials. Midwest Tape will undertake reasonable efforts to help
<br /> the Library perform the Library's obligation to provide Primary Support to Patrons, including by offering
<br /> REV: 07-07- 16 FF Page 5 of 9
<br /> ATTY/AGR.2016. 180/Hoopla / Midwest Tape
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