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Patrons. Upon written notice to Midwest Tape, the Library may choose to send additional funds <br /> to Midwest Tape to reestablish or replenish the Advance. <br /> 3.2 Invoicing and Payment. Except for purchases of Flex Licenses (which will be invoiced <br /> to the Library by Midwest Tape after each purchase), Midwest Tape will invoice the Library by <br /> Invoice Period. "Invoice Period" means a calendar monthly period in which transactional activity <br /> occurs. Payment of each invoice will be due within forty five (45) days from the date of the <br /> invoice. During any period in which Midwest Tape is holding an Advance from the Library, <br /> Midwest Tape will apply the Advance funds toward payment of the invoice upon issuance. <br /> 3.3 Reporting. Through the Library Administration Website, the Library will have access to <br /> certain reports summarizing Patron usage, circulation data, and purchase activity for the Digital <br /> Titles. <br /> 3.4 Taxes. The Library is required to provide a sales tax exemption certificate, if applicable, <br /> to Midwest Tape as part of the on-boarding process. If the Library is not exempt or does not do <br /> so, Midwest Tape will add (and collect) sales taxes to any purchases made pursuant to this <br /> Agreement. <br /> 4. TERM AND TERMINATION. <br /> 4.1 Tenn. The term of this Agreement(the"Term") begins on the Effective Date and continues <br /> for a period of 24 months thereafter. <br /> 4.2 Termination. This Agreement may be terminated in either of the following ways: <br /> By Notice. Either Party may terminate this Agreement, with or without cause, at the end <br /> of the Term by providing the other Party with sixty (60) days' advance written notice prior <br /> to the end of the Term. <br /> Due to Breach. Either Party may suspend its performance or, at that Party's sole option, <br /> terminate this Agreement by providing the other Party with written notice of such action in <br /> the event of(i)the other Party's material breach of this Agreement, which breach continues <br /> uncured for a period of thirty (30) days after written notice of such breach; or (ii) the <br /> Library's failure to perform its payment obligations under this Agreement for a period of at <br /> least thirty (30) days. If any period of such suspension exceeds 30 days, the non- <br /> breaching Party may terminate this Agreement by providing the other Party with written <br /> notice of such action. <br /> Upon termination of this Agreement, the Library shall immediately (i) cease distribution and use <br /> of the Platform, hoopla Application, hoopla Website, Digital Titles, Marks, Title Summaries and <br /> Promotional Data; and (ii) pay all amounts due to Midwest Tape. Once the Library satisfies these <br /> obligations, any unapplied portion of an Advance payment will be refunded within thirty (30)days. <br /> 5. MIDWEST TAPE RIGHTS &OBLIGATIONS. <br /> 5.1 The hoopla Platform. During the Term, Midwest Tape and/or its Service Partners will <br /> provide forthe following: (a) hosting of and support for the Platform as provided in this Agreement; <br /> (b)designation of an implementation specialist ("hoopla Coordinator")to be available for customer <br /> support to the Library in connection with the launch and implementation of the Platform; and (c) <br /> Library access to the Library Administration Website, which offers tools to enable the Library to <br /> 9/2022US- PPU/OCOU Page 5 <br />