HomeMy Public PortalAbout2015 Agreement with Granicus.pdfGRANICUS, INC. SERVICE AGREEMENT
THIS SERVICE AGREEMENT (the "Agreement"), dated as of November 24, 2015 (the
"Effective Date"), is entered into between Granicus, Inc. ("Granicus"), a California Corporation, and
, a (the "Client"). Additional definitions of
capitalized terms used herein are set forth in Section 12 hereof.
A. WHEREAS, Granicus is in the business of developing, licensing, and offering for
sale various streaming media solutions specializing in Internet broadcasting, and related support
services; and
B. WHEREAS, Granicus desires to provide and Client desires to (i) purchase the
Granicus Solution as set forth in the Proposal, which is attached as Exhibit A, and incorporated herein
by reference, (ii) engage Granicus to integrate its Granicus Software onto the Client Website, (iii)
use the Granicus Software subject to the terms and conditions set forth in this Agreement, and (iv)
contract with Granicus to administer the Granicus Solution through the Managed Services set forth
in Exhibit A.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements,
covenants, representations, and warranties herein contained, the parties hereto agree as follows:
1.
GRANICUS SOFTWARE AND MANAGED SERVICES.
1.1 Software and Services. Subject to the terms and conditions of this Agreement,
Granicus will provide Client with the Granicus Software, and Managed Services that comprise the
Granicus Solution as outlined in Exhibit A. Managed Services shall mean the services provided by
Granicus to Client as detailed in Exhibit A. Managed Services Fee shall mean the monthly cost of
the Managed Services, as detailed in Exhibit A.
2. GRANT OF LICENSE.
2.1 Ownership. Granicus, and/or its third party supplier, owns the copyright and/or
certain proprietary information protectable by law in the Granicus Software.
2.2 Use. Granicus agrees to provide Client with a revocable, non -transferable and non-
exclusive license to access the Granicus Software listed in the Proposal and a revocable, non-
sublicensable, non -transferable and non-exclusive right to use the Granicus Software. All Granicus
Software is proprietary to Granicus and protected by intellectual property laws and international
intellectual property treaties. Pursuant to this Agreement, Client may use the Granicus Software to
perform its own work, including Client's work with its customers/constituents. Cancellation of the
Client's Managed Services will also result in the immediate termination of the Client's Software
license as described in Section 2.2 hereof.
2.3 Limited Warranty; Exclusive Remedies. Subject to Sections 6.1 and 6.2 of this
Agreement, Granicus warrants that the Granicus Software, as provided by Granicus, will
substantially perform in accordance with the functionality and features as described in the Proposal
for as long as the Client pays for and receives Managed Services. Client's sole and exclusive remedy
for any breach by Granicus of this warranty is to notify Granicus, with sufficient detail of the
nonconformance, and provide Granicus with a reasonable opportunity to correct or replace the
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defective Granicus Software. Client agrees to comply with Granicus' reasonable instructions with
respect to the alleged defective Granicus Software.
2.4 Limitations. Except for the license in Section 2.2, Granicus retains all ownership and
proprietary rights in and to the Granicus Software, and Client is not permitted, and will not assist or
permit a third party, to: (a) utilize the Granicus Software in the capacity of a service bureau or on a
time share basis; (b) reverse engineer, decompile or otherwise attempt to derive source code from
the Granicus Software; (c) provide, disclose, or otherwise make available the Granicus Software, or
copies thereof, to any third party; or (d) share, loan, or otherwise allow another Meeting Body, in or
outside its jurisdiction, to use the Granicus Software, or copies thereof, except as expressly outlined
in the Proposal.
3. PAYMENT OF FEES
3.1
Exhibit A.
Client agrees to pay all fees, costs and other amounts as outlined in the Proposal in
3.2 Fifty percent (50%) of all up -front fees for all products are due upon Granicus'
receipt of an executed agreement or purchase order, as appropriate. The remaining fifty percent
(50%) of up -front fees for each product are due upon delivery of that product. Quarterly billing for
Managed Services for associated products shall begin upon completion of delivery as defined under
Section 3.3 below. Client will be invoiced a pro -rated amount from the completion of delivery
through the end of the quarter. Thereafter, Client will be billed, in advance, each January 1, April 1,
July 1, and October 1. Client agrees to pay all invoices from Granicus within thirty (30) days of
receipt of invoice. Client acknowledges that products may be delivered and fully operational separate
from the other purchased products.
3.3 For Granicus Hardware, delivery is complete once the Client receives Hardware
components with the configured Granicus Software. For Granicus Software, delivery is complete
once the Software is delivered and deemed by Granicus to be ready for Client's use. For Legistar,
delivery is complete once the Hardware and Software are installed and deemed by Granicus to be
ready for Client's use. Upon Granicus Hardware and/or Software delivery, Client will have fifteen
(15) days to notify Granicus of any issues or problems. If Client notifies Granicus within such fifteen -
(15) day period of issues or problems, Granicus will promptly work to fix those issues or problems.
3.4 Granicus, Inc. shall send all invoices to:
Name:
Title:
Address:
3.5 Upon each yearly anniversary during the term of this Agreement (including both the
initial term and all renewal terms), the Granicus Managed Service Fees shall automatically increase
from the previous Managed Service Fees by five (5) percent per annum.
3.6 Training Usage Policies. Granicus has established best practice training plans
around success with Granicus services, and Clients are encouraged to take advantage of all purchased
training up -front in order to achieve the maximum amount of success with their services. All
purchased training must be completed within ninety (90) days of the date of the project kickoff call.
Any purchased training not used during this ninety (90) day period will expire. If Client feels that it
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is necessary to obtain more training after the initial ninety (90) day period, Client may purchase
additional training at that time.
3.7 Training Cancellation Policies. Granicus' policies on Client cancellation of
scheduled trainings are as follows:
(a) Onsite Training. For any cancellations within forty-eight (48) hours of the
scheduled onsite training, Granicus, at its sole discretion, may invoice the Client for one
hundred (100) percent of the purchased training costs and all travel expenses, including any
incurred third party cancellation fees. Subsequent training will need to be purchased and
scheduled at the previously quoted pricing.
(b) Online Training. For any cancellations within twenty-four (24) hours of the
scheduled online training, Granicus, at its sole discretion, may invoice the Client for fifty
(50) percent of the purchased training costs, including any incurred third party cancellation
fees. Subsequent training will need to be purchased and scheduled at the previously quoted
pricing.
4. CONTENT PROVIDED TO GRANICUS
4.1 Responsibility for Content. The Client shall have sole control and responsibility over
the determination of which data and information shall be included in the Content that is to be
transmitted, including, if applicable, the determination of which cameras and microphones shall be
operational at any particular time and at any particular location. However, Granicus has the right (but
not the obligation) to remove any Content that Granicus believes violates any applicable law or this
Agreement.
4.2 Restrictions. Client shall not provide Granicus with any Content that: (i) infringes
any third party's copyright, patent, trademark, trade secret or other proprietary rights; (ii) violates
any law, statute, ordinance or regulation, including without limitation the laws and regulations
governing export control and e-mail/spam; (iii) is defamatory or trade libelous; (iv) is pornographic
or obscene, or promotes, solicits or comprises inappropriate, harassing, abusive, profane, defamatory,
libelous, threatening, indecent, vulgar, or otherwise objectionable or constitutes unlawful content or
activity; (v) contains any viruses, or any other similar software, data, or programs that may damage,
detrimentally interfere with, intercept, or expropriate any system, data, information, or property of
another.
5. TRADEMARK OWNERSHIP. Granicus and Client's Trademarks are listed in the
Trademark Information exhibit attached as Exhibit D.
5.1 Each Party shall retain all right, title and interest in and to their own Trademarks,
including any goodwill associated therewith, subject to the limited license granted pursuant to
Section 5.2 hereof. Upon any termination of this Agreement, each Party's right to use the other
Party's Trademarks pursuant to this Section 5 terminates.
5.2 Each Party grants to the other a non-exclusive, non -transferable (other than as
provided in Section 5 hereof), limited license to use the other Party's Trademarks as is reasonably
necessary to perform its obligations under this Agreement, provided that any promotional materials
containing the other Party's Trademarks shall be subject to the prior written approval of such other
Party, which approval shall not be unreasonably withheld.
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6. LIMITATION OF LIABILITY
6.1 Warranty Disclaimer. Except as expressly provided herein, Granicus' services,
software and deliverables are provided "as is" and Granicus expressly disclaims any and all express
or implied warranties, including but not limited to implied warranties of merchantability, and fitness
for a particular purpose. Granicus does not warrant that access to or use of its software or services
will be uninterrupted or error free. In the event of any interruption, Granicus' sole obligation shall
be to use commercially reasonable efforts to restore access.
6.2 Limitation of Liabilities. To the maximum extent permitted by applicable law,
Granicus and its suppliers and licensors shall not be liable for any indirect, special, incidental,
consequential, or punitive damages, whether foreseeable or not, including but not limited to: those
arising out of access to or inability to access the services, software, content, or related technical
support; damages or costs relating to the loss of profits or revenues, goodwill, data (including loss of
use or of data, loss or inaccuracy or corruption of data), or cost of procurement of substitute goods,
services or technology, even if advised of the possibility of such damages and even in the event of
the failure of any exclusive remedy. In no event will Granicus' and its suppliers' and licensors'
liability exceed the total amount of Managed Services Fees paid by Client under this Agreement for
the six (6) month period prior to the date the claim arose, regardless of the form of the claim
(including without limitation, any contract, product liability, or tort claim (including negligence,
statutory or otherwise).
7.
CONFIDENTIAL INFORMATION & OWNERSHIP.
7.1 Confidentiality Obligations. Subject to Florida Public Records laws, each party
agrees to keep confidential and not disclose to any third party, and to use only for purposes of
performing or as otherwise permitted under this Agreement, any Confidential Information of the
other Party. The receiving party shall protect the Confidential Information using measures similar to
those it takes to protect its own confidential and proprietary information of a similar nature but not
less than reasonable measures. Each party agrees not to disclose the Confidential Information to any
of its Representatives except those who are required to have the Confidential Information in
connection with this Agreement and then only if such Representative is either subject to a written
confidentiality agreement or otherwise subject to fiduciary obligations of confidentiality that cover
the confidential treatment of the Confidential Information.
7.2 Exceptions. The obligations of this Section 7 shall not apply if receiving party can
prove by appropriate documentation that such Confidential Information (i) was known to the
receiving party as shown by the receiving party's files at the time of disclosure thereof, (ii) was
already in the public domain at the time of the disclosure thereof, (iii) entered the public domain
through no action of the receiving party subsequent to the time of the disclosure thereof, or (iv) is
required by law or government order to be disclosed by the receiving party, provided that the
receiving party shall (i) if permitted by applicable law, notify the disclosing party in writing of such
required disclosure as soon as reasonably possible prior to such disclosure, (ii) use its commercially
reasonable efforts at its expense to cause such disclosed Confidential Information to be treated by
such governmental authority as trade secrets and as confidential.
8. TERM
8.1 The term of this Agreement shall commence on the date hereof and shall continue
in full force and effect for twelve (12) months after the date hereof. This Agreement shall
automatically renew in perpetuity for terms of one (1) year each, unless either party notifies the other
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in writing at least thirty (30) days prior to such automatic renewal that the party does not wish to
renew this Agreement.
8.2 Rights Upon Termination. Upon any expiration or termination of this Agreement,
and unless otherwise expressly provided in an exhibit to this Agreement:
(a) Client's right to access or use the Granicus Solution, including Granicus
Software, terminates and Granicus has no further obligation to provide any services;
(b) Client shall immediately return the Granicus Software and all copies thereof
to Granicus, and within thirty (30) days of termination, Client shall deliver a written
certification to Granicus certifying that it no longer has custody of any copies of the Granicus
Software.
(c) Client shall refer to Exhibit E for the four (4) termination/expiration options
available regarding Content.
8.3 Obligations Upon Termination. Upon any termination of this Agreement,
(a) the parties shall remain responsible for any payments that have become due
and owing up to the effective date of termination;
(b) the provisions of 2.1, 2.4, 3, 4, 5, 6., 7, 8.2, 11, and 12 of the Agreement,
and applicable provisions of the exhibits intended to survive, shall survive termination of
this Agreement and continue in full force and effect;
(c) pursuant to the termination or expiration options regarding Content as set
forth on Exhibit E, Granicus shall allow the Client limited access to the Client's Content,
including, but not limited to, all video recordings, timestamps, indices, and cross-referenced
documentation. The Client shall also have the option to order hard copies of the Content in
the form of compact discs or other equivalent format; and
(d) Granicus has the right to delete Content within sixty (60) days of the
expiration or termination of this Agreement.
9. PATENT. COPYRIGHT AND TRADE SECRET INFRINGEMENT.
9.1 Granicus' Options. If the Granicus Software becomes, or in Granicus' opinion is
likely to become, the subject of an infringement claim, Granicus may, at its option and sole
discretion, (i) obtain for Client the right to continue to use the Granicus Software as provided in this
Agreement; (ii) replace the Granicus Software with another software product that provides similar
functionality; or (iii) if Granicus determines that neither of the foregoing options are reasonably
available, Granicus may terminate this Agreement and refund any prepaid fees to Client for which it
has not received the services.
10.
INTERLOCAL AGREEMENT
10.1 This Agreement may be extended for use by other municipalities, school districts
and governmental agencies upon execution of an addendum or other signed writing setting forth all
of the terms and conditions for such use, including the products and services and fees applicable
thereto. Any such usage by other entities must be in accordance with the City Code, Charter and/or
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procurement rules and regulations of the respective governmental entity.
11. MISCELLANEOUS.
11.1 Amendment and Waiver. This Agreement may be amended, modified, waived or
canceled only in writing signed by each of the parties hereto or, in the case of a waiver, by the party
waiving compliance. Any failure by either party to strictly enforce any provision of this Agreement
will not be a waiver of that provision or any further default.
11.2 Governing Law. The laws of the State of Colorado shall govern the validity,
construction, and performance of this Agreement, without regard to its conflict of law principles.
11.3 Construction and Severability. Wherever possible, each provision of this Agreement
shall be interpreted so that it is valid under applicable law. If any provision of this Agreement is held
illegal or unenforceable, that provision will be reformed only to the extent necessary to make the
provision legal and enforceable; all remaining provisions continue in full force and effect.
11.4 Independent Contractors. The parties are independent contractors, and no other
relationship is intended by this Agreement.
11.5 Force Majeure. Other than payment obligations, neither party is responsible for any
delay or failure in performance if caused by any event outside the reasonable control of the party,
including without limitation acts of God, government regulations, shortage of supplies, act of war,
act of terrorism, earthquake, or electrical, interne or telecommunications outage.
11.6 Closed Captioning Services. Client and Granicus may agree that a third party will
provide closed captioning or transcription services under this Agreement. In such case, Client
expressly understands that the third party is an independent contractor and not an agent or employee
of Granicus. Granicus is not liable for acts performed by such independent third party.
12. DEFINITIONS. In addition to terms defined elsewhere in this Agreement, the following
terms shall have the meaning specified:
12.1 "Confidential Information" shall mean all proprietary or confidential information
disclosed or made available by either party pursuant to this Agreement, directly or indirectly, in any
manner whatsoever (including without limitation, in writing, orally, electronically, or by inspection),
that is identified as confidential or proprietary at the time of disclosure or is of a nature that should
reasonably be considered to be confidential, and includes but is not limited to the terms and
conditions of this Agreement, and all business, technical and other information (including without
limitation, all product, services, financial, marketing, engineering, research and development
information, product specifications, technical data, data sheets, software, inventions, processes,
training manuals, know-how and any other information or material); provided, however, that
Confidential Information shall not include the Content that is to be published on the Client Website.
12.2 "Content" shall mean any and all, documents, graphics, video, audio, images, sounds
and other content that is streamed or otherwise transmitted or provided by, or on behalf of, the Client
to Granicus.
12.3 "Client Website" shall mean the Client's existing websites.
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12.4 "Granicus Application Programmatic Interface" shall mean the Granicus interface
which is used to add, update, extract, or delete information in MediaManager.
12.5 "Granicus Solution" shall mean the Solution detailed in the Proposal, which may
include Granicus Software, Installation and Training, Managed Services, and Hardware, as specified
in Exhibit A.
12.6 "Granicus Software" shall mean all software included with the Granicus Solution as
specified in the attached Proposal that may include but is not limited to: MediaManagerTM (includes
Uploader, Software Development Kit, and Podcasting Services), MinutesMakerTM (includes
LiveManager), MobileEncoderTM, VotingSystemTM (includes Public Vote Display).
12.7 "Hardware" shall mean the equipment components of the Granicus Solution, as
listed in Exhibit A.
12.8 "Managed Services" shall mean the services provided by Granicus to Client for
bandwidth usage associated with live and archived Internet streaming, data storage, and Granicus
Solution maintenance, upgrades, parts, customer support services, and system monitoring, as detailed
in the Proposal attached as Exhibit A.
12.9 "Managed Services Fee" shall mean the monthly cost of the Managed Services, as
specified in Exhibit A.
12.10 "Meeting Body" shall mean a unique board, commission, agency, or council body
comprised of appointed or elected officials that meet in a public capacity with the objective of
performing decisions through a democratic voting process (typically following Robert's Rules of
Order). Two or more Meeting Bodies may be comprised of some or all of the same members or
officials but may still be considered separate and unique Meeting Bodies at Granicus' sole discretion.
For example, committees, Subcommittees, city councils, planning commissions, parks and recreation
departments, boards of supervisors, school boards/districts, and redevelopment agencies may be
considered separate and unique individual Meeting Bodies at Granicus' sole discretion.
12.11 "Proposal" shall mean the document where the Granicus Solution that is the object
of this Agreement is described along with pricing and training information.
12.12 "Representatives" shall mean the officers, directors, employees, agents, attorneys,
accountants, financial advisors and other representatives of a party.
12.13 "Trademarks" shall mean all trademarks, trade names and logos of Granicus and
Client that are listed on Exhibit D attached hereto, and any other trademarks, trade names and logos
that Granicus or Client may specify in writing to the other party from time to time.
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This Agreement consists of this Agreement as well as the following exhibits, which are
incorporated herein by reference as indicated:
Exhibit A: Proposal
Exhibit B: Support Information
Exhibit C: Hardware Exhibit
Exhibit D: Trademark Information
Exhibit E: Termination or Expiration Options Regarding Content
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly
authorized representatives,
GRANICUS, INC.
By:
Jason Fletcher
Its: Chief Executive Officer
Address:
707 17th Street, Suite 4000
Denver, CO 80202
[INSERT CLIENT NAME]
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Address:
Date:
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EXHIBIT A
PROPOSAL
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EXHIBIT B
SUPPORT INFORMATION
1. Contact Information. The support staff at Granicus may be contacted by the Client at its mailing
address, general and support -only telephone numbers, and via e-mail or the Internet.
(a) Mailing Address. Mail may be sent to the support staff at Granicus
headquarters, located at 707 17th Street, Suite 4000, Denver, CO 80202.
(b) Telephone Numbers. Office staff may be reached from 5:00 AM to 5:00 PM
Pacific time at (415) 357-3618 or toll -free at (877) 889-5495. The technical support staff may be
reached at (415) 357-3618 opt 1.
(c) Internet and E-mail Contact Information. The website for Granicus is
http://www.granicus.com. E-mail may be sent to the support staff at
customercare@granicus.com.
2. Support Policy. When Granicus receives notification of an issue from Client, Granicus, Inc.
customer advocate or technical support engineer will respond with notice that they will be actively working
to resolve the issue. Granicus, Inc. will make a good faith effort to give an assessment of the issue and an
estimated time for resolution. Notification shall be the documented time that the Client either calls or e -
mails Granicus, Inc. to notify them of an issue or the documented time that Granicus, Inc. notifies Client
there is an issue. Granicus reserves the right to modify its support and maintenance policies, as applicable
to its customers and licensees generally, from time to time, upon reasonable notice.
3. Scheduled Maintenance. Scheduled maintenance of the Granicus Solution will not be counted as
downtime. Granicus will clearly post that the site is down for maintenance and the expected duration of the
maintenance. Granicus will provide the Client with at least three (3) days prior notice for any scheduled
maintenance. All system maintenance will only be performed during these times, except in the case of an
emergency. In the case that emergency maintenance is required, the Client will be provided as much
advance notice, if any, as possible under the circumstances.
4. Software Enhancements or Modifications. The Client may, from time to time, request that Granicus
incorporate certain features, enhancements or modifications ("Modifications") into the licensed Granicus
Software. Subject to the terms and conditions to this exhibit and the Agreement, Granicus and Client will
use commercially reasonable efforts to enter into a written scope of work ("SOW") setting forth the
Modifications to be done, the timeline to perform the work and the fees and costs to be paid by Client for
the work.
4.1 Documentation. The SOW will include a detailed requirements and detailed design document
illustrating the complete financial terms that govern the SOW, proposed project staffing, anticipated project
schedule, and other information relevant to the project. Such Modifications shall become part of the licensed
Granicus Software.
4.2 Acceptance. Client understands that all work contemplated by this exhibit is on a "time -and -
materials" basis unless otherwise stated in the SOW. Delivery of the software containing the
Modifications shall be complete once such software is delivered and deemed by Granicus to be ready
for Client's use. Client will have fifteen (15) days after delivery of the Modifications to notify Granicus
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of any issues or problems. If Client notifies Granicus within such fifteen (15) day period of issues or
problems, Granicus will promptly work to fix those issues or problems.
4.3 Title to Modifications. All such Modifications shall be the sole property of the Granicus.
5. Limitation of Liability; Exclusive Remedy. IN THE EVENT OF ANY INTERRUPTION,
GRANICUS' SOLE OBLIGATION, AND CLIENT'S EXCLUSIVE REMEDY, SHALL BE FOR
GRANICUS TO USE COMMERCIALLY REASONABLE EFFORTS TO RESTORE ACCESS AS
SOON AS REASONABLY POSSIBLE.
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EXHIBIT C
HARDWARE EXHIBIT
THIS HARDWARE EXHIBIT is entered into by Granicus and Client, as an attachment to the Agreement
between Granicus and Client, for the Hardware components of the Granicus Solution (the "Hardware")
provided by Granicus to Client. This exhibit is an additional part of the Agreement and is incorporated
therein by reference. Capitalized terms used but not defined in this exhibit have the meanings given in the
Agreement.
1. Price. The price for the Hardware shall be the price specified in the Proposal.
2. Delivery. Any scheduled ship date quoted is approximate and not the essence of this exhibit.
Granicus will select the shipment method unless otherwise mutually agreed in writing. Granicus retains
title to and ownership of all Granicus Software installed by Granicus on the Hardware, notwithstanding the
use of the term "sale" or "purchase."
3. Acceptance. Use of the Hardware by Client, its agents, employees or licensees, or the failure by
Client to reject the Hardware within fifteen (15) days following delivery of the Hardware, constitutes
Client's acceptance. Client may only reject the Hardware if the Hardware does not conform to the applicable
written specifications.
4. Service Response Time. For hardware issues requiring replacement, Granicus shall respond to the
request made by the Client within twenty-four (24) hours. Hardware service repair or replacement will
occur within seventy-two (72) hours of determination of a hardware issue, not including the time it takes
for the part to ship and travel to the Client. The Client shall grant Granicus, or its representatives access to
the equipment for the purpose of repair or replacement at reasonable times. Granicus will keep the Client
informed regarding the timeframe and progress of the repairs or replacement. Once the Hardware is received
Client's responsibilities will include:
a. Mount server on client rack (if applicable)
b. Connecting original network cables.
c. Connecting original audio and video cables (if applicable).
5 LIMITATION OF LIABILITY. GRANICUS SHALL NOT BE LIABLE FOR
CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES
ARISING OUT OF OR RELATING TO THIS EXHIBIT INCLUDING WITHOUT LIMITATION LOSS
OF PROFIT, WHETHER SUCH LIABILITY ARISES UNDER CONTRACT, TORT (INCLUDING
NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF GRANICUS HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGE COULD HAVE
BEEN REASONABLY FORESEEN. IN NO EVENT WILL GRANICUS' LIABILITY TO CLIENT
ARISING OUT OF OR RELATING TO THIS EXHIBIT EXCEED THE AMOUNT OF THE PRICE
PAID TO GRANICUS BY CLIENT FOR THE HARDWARE.
6. Hardware. In the event of malfunction for Hardware provided by Granicus, Hardware will be
repaired or replaced as per the warranty, and as detailed in this Exhibit. Granicus provides the above -
mentioned services under Client's acknowledgment that all Granicus tools, and systems will be installed
by the manufacturer chosen by Granicus within the Hardware, provided to the client. These software tools
have been qualified by Granicus to allow the highest level of service for the client. While it is Granicus'
intention to provide all Clients with the same level of customer care and warranty, should the Client decline
these recommended tools, certain levels of service and warranty may not guaranteed.
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7. Remote Accessibility. Granicus leverages remote access tools such as Logmein for installation and
ongoing maintenance of Granicus software. These tools are designed to provide Granicus technicians with
necessary information to diagnose and resolve software problems. Should the Client decide to decline these
remote tools, Granicus cannot guarantee optimal level of service due to limited access to Granicus
Hardware. Client understand that should they decide to use internal methods of access, such as VPN, Client
may need to assist Granicus technicians for remote accessibility during business hours as well as after hours
in the event Granicus technicians are unable to access remote Granicus systems.
8. Purchased Hardware Warranty. For Hardware purchased from Granicus by Client, Granicus will
provide to Client a three (3) year warranty with respect to the Hardware. Within the three (3) year warranty
period, Granicus shall repair or replace any Hardware provided directly from Granicus that fails to function
properly due to normal wear and tear, defective workmanship, or defective materials.
9. Use of Non -Approved Hardware. The Granicus platform is designed and rigorously tested based
on Granicus-approved Hardware. In order to provide the highest level of support, Granicus requires the use
of Granicus-approved Hardware in your solution. While it is Granicus' intention to provide all clients with
the same level of customer care and continuous software upgrades, Granicus does not make any guarantees
or warranties whatsoever in the event Client uses non -approved hardware.
10. Client Changes to Hardware Prohibited. Client shall not install any software or software
components that have not been agreed upon in advance between Client and Granicus technical staff. While
it is Granicus' intention to provide all clients with the same level of customer care, Granicus does not make
any guarantees or warranties whatsoever regarding the Hardware in the event Client violates this provision.
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EXHIBIT D
TRADEMARK INFORMATION
Granicus Registered Trademarks ® Include:
® GRANICUS
Granicus logo as a mark
Granicus®
Legistar®
MediaVault®
MinutesMaker®
Mobile Encoder®
Outcast Encoder®
StreamReplicator®
Granicus Trademark Names TM Include:
CivicldeasTM
iLegislateTM
InSiteTM
Integrated Public Record'
Intelligent Routing'
LinkedMinutesTM
LiveManagerTM
MediaCenterTM
MediaManagerTM
MediaVaultTM
MeetingMemberTM
MeetingServerTM
Simulcast Encoder'
VoteCastTM
VoteCastTM Classic
VoteCastTM Touch
For an updated list of Granicus registered trademarks, trademarks and servicemarks, please visit:
http://www.granicus.com/help/legal/copyright-and-trademark/.
Client Trademarks
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EXHIBIT E
TERMINATION OR EXPIRATION OPTIONS REGARDING CONTENT
In case of termination or expiration of the Agreement, Granicus and the Client shall work together to
provide the Client with a copy of its Content. The Client shall have the option to choose one (1) of the
following methods to obtain a copy of its Content:
• Option 1: Video/Audio files made available through an external hard drive or FTP site in its raw
non-proprietary format. A CSV file will be included providing file name mapping and date. This
option shall be provided to Client at Granicus' actual cost, which shall not be unreasonable.
• Option 2: Provide the Content via download from the application UI. This option shall be provided
free of charge and is available anytime.
• Option 3: Provide the means to pull the content using the Granicus Application Programming
Interface (API). This option is provided free of charge and is available at anytime.
• Option 4: Professional services can be contracted for a fee to customize the retrieval of content
from the system.
The Client and Granicus shall work together and make their best efforts to transfer the Content within the
sixty (60) day termination period. Granicus has the right to delete Content from its services after sixty
(60) days, or whenever transfer of content is completed, whichever is later.
GRANICUS, INC. SERVICE AGREEMENT
15 Version 6