|
Appendix 3
<br />Procedure for Pre -Owned Content (" POC")
<br />1. Library to provide inventory of POC.
<br />Promptly on or after the Effective Date, Library shall provide to Midwest Tape a written inventory of Pre -Owned Content (if
<br />any) that the Library has obtained. prior to the Effective Date or otherwise outside the scope of this Agreement.
<br />2. Format of inventory and additional information regarding POC.
<br />The written inventory shall be provided in table format as set forth in Part 1 of Schedule 1, or in another mutually agreeable
<br />format, and shall include the following information, for each license comprising Library's Pre -Owned Content:
<br />(1) the title, format (eBook or Audiobook), author(s), street date, publisher, ISBN number;
<br />(2) the date of purchase of the license, and the license type (e.g., Perpetual license, Limited Borrows license, Limited Time
<br />Period license, Limited Borrows & Time Period license);
<br />(3) the rights that Library has to that copy of the work, including the term and expiration date (if any) of the license and any
<br />other metering or other limitations on the term of the license (e.g., borrow limit), including the amount of time and/or
<br />number of borrows already used, as well as number of borrows remaining available, for the license as of the date of
<br />transfer; and
<br />(4) the name and contact information of the company or other entity from which Library obtained the license (or, if the
<br />Library owns the copyright in a work, a statement identifying Library's ownership of such work).
<br />Library agrees to work in good faith to effectuate the assignment and transfer of Library's rights in such Pre -Owned Content
<br />to Midwest Tape, including, but not limited to notifying the owner and/or licensor of such Pre -Owned Content when the
<br />content is transferred. Upon request, Library also shall provide Midwest Tape with copies of any licenses, purchase orders,
<br />agreements, or any other documents reflecting Library's purchase or license of any Pre -Owned Content.
<br />Warranty by Library regarding POC Rights: Library represents and warrants that it owns the rights and licenses in and to the
<br />Pre -Owned Content set forth in Schedule 1 to Appendix 3, and that unless specifically stated in the Schedule, Library is
<br />authorized to assign or otherwise transfer such Pre -Owned Content to Midwest Tape as provided for under the terms of this
<br />Agreement.
<br />3. Assignment by Library of Rights in POC
<br />As set forth on Schedule i to this Appendix 3, to the extent that Library has licensed any Pre -Owned Content, Library assigns
<br />and transfers its rights in or to such Pre -Owned Content to Midwest Tape for the purpose of allowing Midwest Tape to store,
<br />display, reproduce, grant rights of access to, convert, encode, distribute or otherwise administer and make such Pre -Owned
<br />Content available to Patrons via the hoopla Platform. Similarly, if and to the extent that Library owns the copyright to any
<br />content that may be made available to Patrons via the Digital Media Platform, Library hereby grants Midwest Tape a fully paid,
<br />royalty -free license to include such content in the Digital Media Platform and to make such content available via the Digital
<br />Media Platform without charge, and Library represents and warrants that such content does not infringe the copyright,
<br />trademark, or other rights of any third party. To the extent that Library cannot assign or otherwise transfer its rights in or to
<br />any Pre -Owned Content to Midwest Tape, Library grants Midwest Tape the exclusive right to negotiate with the owner and/or
<br />licensor of such Pre -Owned Content on Library's behalf, to obtain an assignment, transfer, license or any other rights necessary
<br />to allow Midwest Tape to store, display, reproduce, grant rights of access to, convert, encode, distribute or otherwise
<br />administer and make such Pre -Owned Content available to Patrons via the Digital Media Platform.
<br />4. Efforts to include POC on the hoopla Platform to the extent possible.
<br />Upon receipt of the Library's inventory of Pre -Owned Content, Midwest Tape will work to assess the extent to which it can
<br />include some or all of the Pre -Owned Content via the Platform. Library acknowledges and agrees that: (i) Midwest Tape's
<br />ability to offer Pre -Owned Content on the Platform depends upon factors outside of Midwest Tape's control, including without
<br />limitation the scope and assignability of the Pre -Owned Content; and (ii) Midwest Tape does not represent or warrant that
<br />any or all Pre -Owned Content can or will be made available through the Platform. If Midwest Tape determines, in its sole
<br />discretion, that any Pre -Owned Content maybe made available to Library's Patrons on the Platform, Midwest Tape will arrange
<br />to provide such Pre -Owned Content subject to the terms and conditions set forth in Library's existing licenses for such Pre -
<br />Owned Content or on such other terms and conditions that Midwest Tape may obtain from the owner of such Pre -Owned
<br />Content.
<br />9/2022US - PPU/OCOU Page 14
<br />
|