MIDWEST TAPE, LLC (HOOPLA DIGITAL MEDIA)

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3.2 Invoicing and Payment. Except for purchases of Flex Licenses (which will be invoiced to the Library by Midwest Tape after each purchase), Midwest Tape will invoice the Library by Invoice Period. "Invoice Period" means a calendar monthly period in which transactional activity occurs. Payment of each invoice will be due within thirty (30) days from the date of the invoice. During any period in which Midwest Tape is holding an Advance from the Library, Midwest Tape will apply the Advance funds toward payment of the invoice upon issuance. 3.3 Reporting. Through the Library Administration Website, the Library will have access to certain reports summarizing Patron usage, circulation data, and purchase activity for the Digital Titles. 3.4 Taxes. The Library is required to provide a sales tax exemption certificate, if applicable, to Midwest Tape as part of the on -boarding process. If the Library is not exempt or does not do so, Midwest Tape will add (and collect) sales taxes to any purchases made pursuant to this Agreement. 3.5 Credit. The parties acknowledge the prior agreement between the parties (N-2022-038), dated February 10, 2022. Any unused balance of payments made on the prior agreement shall be carried over to this Agreement and applied to the services contemplated by this Agreement. 4. TERM AND TERMINATION. 4.1 Term. The term of this Agreement (the "Term") begins on the Effective Date and continues for a period of 24 months thereafter. 4.2 Termination. This Agreement may be terminated in either of the following ways: By Notice. Either Party may terminate this Agreement, with or without cause, at the end of the Term by providing the other Party with sixty (60) days' advance written notice prior to the end of the Term. Due to Breach. Either Party may suspend its performance or, at that Party's sole option, terminate this Agreement by providing the other Party with written notice of such action in the event of (i) the other Party's material breach of this Agreement, which breach continues uncured for a period of thirty (30) days after written notice of such breach; or (ii) the Library's failure to perform its payment obligations under this Agreement for a period of at least thirty (30) days. If any period of such suspension exceeds 30 days, the non - breaching Party may terminate this Agreement by providing the other Party with written notice of such action. Upon termination of this Agreement, the Library shall immediately (i) cease distribution and use of the Platform, hoopla Application, hoopla Website, Digital Titles, Marks, Title Summaries and Promotional Data; and (ii) pay all amounts due to Midwest Tape. Once the Library satisfies these obligations, any unapplied portion of an Advance payment will be refunded within thirty (30) days. 5. MIDWEST TAPE RIGHTS & OBLIGATIONS. 5.1 The hoopla Platform. During the Term, Midwest Tape and/or its Service Partners will provide for the following: (a) hosting of and support for the Platform as provided in this Agreement; (b) designation of an implementation specialist ("hoopla Coordinator") to be available for customer support to the Library in connection with the launch and implementation of the Platform; and (c) 9/2022US — PPU/OCOU Page 5