INTERACTIVE SCIENCES, INC. (WOWBRARY)

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INSURANCE ON FILE WORK MAY PROCEED Cj 2ffll.INSURANCE EXPIRES MAR 2 - u.lq•2o1i _— CLERK OF COUNCIL DATE: N-2021-054 O:Pr'RIMA-( 16ftC$Aevms (I) U3 Wowbrary Sponsorship Agreement This Sponsorship Agreement ("Agreement") is entered into as of April 7. 2021 (the "Effective Date") between Interactive Sciences, Inc., a California non-profit 501(c)3 public -benefit corporation with offices at 1682 Hamilton Avenue, Palo Alto, CA 94303 ("Wowbrary"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("Sponsor"). Wowbrary and Sponsor may be referred to generically as a "Party," or collectively as "Parties." WHEREAS, Wowbrary operates a site on the World Wide Web, which aims to inform the general public about new acquisitions to public libraries' collections. WHEREAS, Sponsor seeks to expand circulation and number of library users among its served population. NOW, THEREFORE, the Parties agree as follows: Term and Termination. A. The duration of this Agreement shall be for a period of one (1) year to commence on the Effective Date (the "Initial Term"), unless terminated earlier as provided herein. Prior to the expiration of the Initial Term, the Parties agree to an optional extension of the Initial Term for an additional one (1) year period (the "Extended Term"). B. Termination. In the event of a material breach by either Party of any term of this Agreement, the non - breaching Party may terminate this Agreement by written notice to the breaching Party if the breaching Party fails to cure such material breach within thirty (30) days of receipt of written notice thereof. C. Cancellation. Sponsor may cancel this Agreement at no obligation within seven (7) days from Wowbrary's delivery of the second weekly email displaying Sponsor's new acquisitions. 2. Wowbrary's Obligations. Wowbrary agrees to: W send a weekly e-mail featuring top choices of Sponsor's new acquisitions of books, DVDs and CDs and links to other acquisitions to signed -up individuals (ii) display the majority of Sponsor's new acquisitions of books, DVDs and CDs on a weekly updated web site and via RSS feeds (iii) display on this web site a banner as specified by Sponsor (iv) grant Sponsor the use of Wowbrary's banner design tool for sponsors (v) provide Sponsor with a special URL web locator for Sponsor patrons' sign-up to Wowbrary (vi) provide usage statistics each month for monitoring sign-ups, pages viewed and click-throughs to Sponsor's Wowbrary web site (vii) provide support to Sponsor by e-mail and telephone (viii) share with Sponsor, or with an entity designated by Sponsor, on a 50/50 basis any sales commission Wowbrary may collect from its affiliations, arriving from sales of books, DVDs and CDs via Sponsor's Wowbrary web site pages. 3. Sponsor's Obligations. Sponsor agrees to abide by Wowbrary's Terms of Service. If there are any conflicts between the terms of this Agreement and the Terms of Service, the terms of this Agreement shall prevail. Additionally, if the Terms of Service are revised after the Effective Date of this Agreement, Sponsor shall have the option to immediately terminate this Agreement upon written notice to Wowbrary. 4. Compensation. Sponsor shall pay Wowbrary $1,350 within thirty (30) days of being invoiced, which shall come after the Effective Date. If Sponsor exercise the optional extension for an additional one (1) year period, Sponsor shall pay Wowbrary an additional $1,350 within thirty (30) days of being invoiced, such that the total amount of compensation under this Agreement shall not exceed $2,700. In the event of termination due to Wowbrary's material breach, or Sponsor's cancellation, Sponsor is entitled to a prorated refund for the remaining part of the Initial Term, or Extended Term, as applicable, such refund not to exceed 50% of the payment for the Initial Term or Extended Term, as applicable.