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N <br />N <br />N <br />cV <br />0= <br />d <br />INSURANCE NOT REQUIRED <br />WORK MAY PROCEED <br />CLERK OF COUNCIL <br />0 %C AA, , s C I16" LJQICtS di <br />hrr_T.i�a;a_Tmeaa�d�uo <br />N-2020-086 <br />Institution Name: <br />City of Santa Ana <br />Santa Ana Public Library <br />Institution Contact: <br />Lynn Nguyen <br />Address: <br />20 Civic Center Plaza <br />P.O. Box 1988 <br />Santa Ana, California 92701 <br />Phone: <br />(714) 647-5259 <br />Email: <br />LNguyen@santa-ana.org <br />This Master Agreement is made and entered into as of the Effective Date set forth below by and between Kanopy INC, a Delaware limited <br />liability company with a place of business Level 4, 781 Beach Street, San Francisco, CA 94109 ("Kanopy"), and the institution identified above <br />("Institution'). <br />Overview <br />Kanopy streams and makes available digital video content, including associated audio, graphics, text, images and other data and content, to <br />universities, colleges, schools, public libraries, corporations and other institutions for access and use pursuant to applicable access and license terms. <br />As permitted by an order between Kanopy and an institution, Kanopy may also host and stream digital video content uploaded by the institution <br />where such institution holds all necessary rights and permissions to enable Kanopy to host and stream such content. Kanopy streams and makes <br />digital video content available through various platforms, including its website at www.kanopy.com, the Kanopy iOS and Android mobile apps, the <br />Kanopy channel on Roku, and other modes of access that are available now or may become available in the future. <br />Structure of Agreement and Order of Precedence <br />Kanopy and Institution may enter into one or more order forms under this Agreement (as defined below) for access to and use of digital <br />content hosted or streamed by Kanopy. As appropriate, each order form will specify the title(s), product(s), fees, period or term of access, and any <br />special usage rights and/or restrictions and other terms relevant to the order. Each such order form will be governed by the terms and conditions of <br />this Agreement. <br />This Master Agreement consists of: (a) the attached Terms and Conditions; (b) any order forms entered into hereunder between Kanopy and <br />Institution; and (c) this signature page (collectively, the "Agreement"). In the event of any conflict between or among the various components of this <br />Agreement, the terms and conditions of each component shall take precedence in the order listed above; providedhowever that any conflict with <br />respect to restrictions on access to or use of materials provided by Kanopy shall be resolved in the manner that gives broadest effect to such <br />restrictions. <br />IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed as of the Effective Date by its duly authorized <br />representative. <br />KANOPY INC <br />INSTITUTION <br />By:sm ���t <br />By: <br />Name: Kristine Ridge <br />Name: Alper Tuken <br />Title: City Manager <br />Title: CFO <br />�A , <br />Effective Date: � -!�' .. <br />ATTEST: <br />APPROVED AS TO FORM: <br />>3 <br />SONIA R. CARVALHO <br />City Attorney <br />d.a'j- - A. R <br />Daisy Gomez <br />Laura A. Rossini <br />Clerk of Council <br />Acting Chief Assistant City Attorney <br />Page 1 of 5 <br />