|
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 1 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 may be 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 13
<br />
|