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Order Date: Order Number: Billing Address: Order Summary: 2 April 2020 KS0642833400000172 Santa Ana Public Library 26 Civic Center Plaza Santa Ana, California 92701 United States Kanopy Inc. Order Form This Order Form is entered into between Institution and Kanopy pursuant to the current Master Agreement between them. Any capitalized term not defined herein shall have the meaning ascribed to it in the Master Agreement. By issuing payment hereunder or accessing or using the Offerings identified herein, Institution agrees to be bound by this Order Form. Offering Pay Per Use (PPU) Program • Budget Cap of $12,000 • Play Credit Cap of 10 per month per patron • $500 discount to be applied to first invoice Notes: • Access: Kanopy will provide access to its film database for access to Institution's End Users. Institution may adapt its content and collection selections at any time • Caps: Institution may impose monthly user caps at or above 10 on users (with respect to the number of film "play credits" a End User may Incur in a given month) and change these any time with written notice to Kanopy. Institution may also set in place program spend caps and change these at any time • Definition: As used herein, a "Play Credit" is incurred on a Title when an End User accesses the Title In and seeks to employ the Title for use. Once a user play credit is logged, the user has 3 full days (72 hours) to watch the film for unlimited uses. Kanopy Kids and pre -selected Series provide 30 days of unlimited use for either (1) the entirety of Kanopy Kids or (2) the pre -selected series. A user can track their existing and past play credits from their user dashboard • Cost per play credit: A maximum cost per play of $2 per user play credit for individual films. A maximum cost of $5 per play for Kanopy Kids and pre -selected Series. No cost until April 30, 2020. • Processing: Invoices for play credits will be processed periodically for the Institution (monthly). Institution will be notified and sent an Invoice. Institution may request early processing of play credit invoices at any time • Reports: Institution can monitor usage and budget live from their admin dashboard • Budgeting: Institution may deposit non refundable funds for this program upfront, to be drawn upon by Kanopy for payment of future play credits, or pay for credits upon periodical invoice. Institution may set and adjust a fixed budget for this program ("Budget") in the Service at any time and adjust other settings within the Service for the purposes of monitoring Its activity under this program and receipt of notifications and alerts regarding the status of the Budget and other information relating to this program. • Managing Program: Although Kanopy may send Institution alerts regarding the status of Budgets established, Institution's participation In this program will not be automatically turned off upon depletion of the Budget. To turn off participation, Institution must provide written notice to Kanopy requesting that Kanopy turn off participation and any specifics around that process (a specific date, etc). Kanopy will turn off Institution's participation according with the Institution's written notice, without regard to the amount remaining in the Budget. Institution shall solely be responsible for managing the Budget and payment of all play credit fees in excess of the Budget. In the event that Institution's participation is turned off, End Users will not be able to access any Titles under this program. t (+1) 415-513-1026 Kanopy Inc., EIN 99-0377373