HomeMy WebLinkAboutC12-282 Granicus, Inc. Service Agreement GRANICUS, INC. SERVICE AGREEMENT
THIS SERVICE AGREEMENT (the "Agreement "), dated as of August 8, 2012 (the
"Effective Date "), is entered into between Granicus, Inc. ( "Granicus "), a California Corporation,
and Eagle County, CO (the "Client ").
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) continue with
Client's existing solution and also purchase the additions to Client's Granicus Solution as set forth
in the Proposal, which is attached as Exhibit A, and incorporated herein by reference, (ii) use the
Granicus Software subject to the terms and conditions set forth in this Agreement, and (iii) 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 Solution Description 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 and work of 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 its applicable written specifications 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 defective Granicus
Software. Client agrees to comply with Granicus' reasonable instructions with respect to the
alleged defective Granicus Software.
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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 Client agrees to pay all costs as outlined in Exhibit A.
3.2 Quarterly billing for Managed Services shall begin upon completion of
deployment. Client will be invoiced a pro -rated amount from the deployment completion date
through the end of the quarter. Thereafter, Client will be billed 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.
3.3 Granicus, Inc. shall send all invoices to:
Name:
Title:
Address:
3.4 Upon renewal of this Agreement, Granicus may include (in which case Client
agrees to pay) a maximum increase of the current CPI percentage rate (as found at The Bureau of
Labor and Statistics website ?; ) or three (3) percent a year on Client's
Managed Services Fee, whichever is larger.
3.5 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.
3.6 Additions. Granicus, at its' sole discretion, may add features or functionality to
existing product suite bundles for various reasons, including to enhance Granicus' offerings, or
improve user satisfaction. During the initial period of this Agreement, the customer understands
that the use of these additional products is included in the originally agreed upon monthly managed
services fees.
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At contract renewal, the customer acknowledges that this added functionality may have
additional monthly managed service charges associated with it and that monthly managed services
rates on renewals may have a reasonable higher rate than preceding years.
3.7 Notwithstanding anything to the contrary contained in this Agreement, Client shall
have no obligations under this Agreement after, nor shall any payments be made to Granicus in
respect of any period after, December 31st of the calendar year of the Term of this Agreement,
without an appropriation therefor by Client in accordance with the budget adopted by the Board of
County Commissioners in compliance with the provisions of Article 25. Title 30 of the Colorado
Revised Statutes, the Local Government Budget Law (C /.R.S. 29 -1 -101 et seq.) and the TABOR
Amendment (Colorado Constitution, Article X, Sec. 20).
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 knowingly 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 E.
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 to the Client
pursuant to Section 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.
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, non -
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infringement of third party rights, 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 amounts paid by client under this agreement 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. Confidential Information shall mean all proprietary or
confidential information disclosed or made available by the other party pursuant to this Agreement
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), disclosed from time to time by
the disclosing party to the receiving party, directly or indirectly in any manner whatsoever
(including without limitation, in writing, orally, electronically, or by inspection); provided,
however, that Confidential Information shall not include the Content that is to be published on the
website(s) of Client.
7.2 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. 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.
7.3 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) 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
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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 eighteen (18) months after the date hereof. This Agreement shall
automatically renew for an additional three (3) terms of one (1) year each, unless either party
notifies the other 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 has the right to keep any purchased hardware, provided that Client
removes and/or uninstalls any Granicus Software on such hardware. However, if Client
has received hardware as part of a Granicus Open Platform Suite solution ( "Open Platform
Hardware "), Client understands that upon termination of this Agreement, Client shall
immediately return the Open Platform Hardware to Granicus, Inc. The Open Platform
Hardware must be returned within fifteen (15) days of termination, and must be in
substantially the same condition as when originally shipped, subject only to normal wear
and tear; and
(c) 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.
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, 6.1, 6.2, 7, 8.3, and 10 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,
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
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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 cease providing the applicable services or require that Client
cease use of and destroy the Granicus Software. In that event, and provided that Client returns or
destroys (and certify to such destruction of) all copies of the Granicus Software in Client's
possession or control, if any, Granicus will refund to Client all license fees paid by Client under the
current Agreement.
10. MISCELLANEOUS.
10.1 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, provided that a notice to cancel as allowed in this Agreement shall not
require the signature of the other party. 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.
10.2 Governing Law. The laws of the State of California shall govern the validity,
construction, and performance of this Agreement, without regard to its conflict of law principles.
10.3 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.
10.4 Independent Contractors. The parties are independent contractors, and no other
relationship is intended by this Agreement.
10.5 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, internet or telecommunications outage.
10.6 Closed Captioning Services. Client and Granicus may agree that closed captioning
or transcription services will be provided by a third party 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.
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This Agreement consists of this Service 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: " - '
Ed Roshitsh
Its: President
Address:
600 Harrison Street, Suite 120
San Francisco, CA 94107
"
EAGLE CO ■ a
By:
Name: C_ . ICU f•Al Ott\
Its: C,1�/�'l iii-AM / 1
Address: 1 (2)6 k gl j 0
tle, Locde
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Date: q t .
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EXHIBIT A
PROPOSAL
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granicus.
>rnecUflg government ,....... ...,.. ,...a . .. ..... _. _.....,..n
Pricing for Eagle County
(Includes Population Discount)
Our pricing reflects our commitment to supply customers with the highest value and quality software and
support. Eagle County's solution pricing is detailed below.
Total Pricing for Solution Upgrade Units Upfront Monthly
Legislative Management Suite Solution Costs 1 $25,000.00 $1,000.00
Maximum Travel Expense $2,000.00
Granicus Open Platform and Government Transparency 2 $0.00 $275.00
Suites (w /Managed HW Appliance)
Shipping (Appliance Hardware) 1 $125.00
Existing Eagle County MMS (Monthly Managed Services) 1 $1,000.00
TOTAL Contract Services $27,125.00 $2,275.00
3% Discount on MMS for Upfront Yearly Payments (save $819 p /year!)
*Pricing Includes the Open Platform , Government Transparency, and Legislative Management Suite, as
described in proposal. Further there are no additional costs associated with the following, included,
features:
- Unlimited (in excess of the minimum three or four meetings /month) data storage.
- Ability to include meeting notes, meeting minutes creator, recommendations and presentation
slides.
- An iPad and Android application to download and review the most recent agenda.
- Ability to subscribe to keyword notifications (RSS feeds).
- Cross -link agenda alongside streaming video with option to integrate minutes, staff reports and
index points.
- Graphical reporting of live viewers including those viewing mobile web casts.
- Graphical reporting of archive viewership, most popular webcasts and viewership.
- Ability to choose different video player sizes, including wide aspect ratio video players.
- Proposed payment conditions and schedule.
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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 568 Howard Street, Suite 300, San Francisco, California, 94105.
(b) Telephone Numbers. Office staff may be reached from 8:00 AM to 7:00 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 from 5:00 AM to 6:00 PM Pacific time. After hours or in case of
a technical support emergency, the support staff may be reached at (415) 655 - 2414, twenty -
four (24) hours a day, seven (7) days a week.
(c) Internet and E -mail Contact Information. The website for Granicus is
E -mail may be sent to the support staff at
supportAgranicus.com.
2. Recognized Client Representatives. Granicus strives to provide unparalleled support to its
Clients by ensuring that Client staff is properly educated and is prepared to maximize its Granicus
Solution. Any Client Representative who wishes to participate and receive Granicus customer advocacy
services shall participate in and complete the training program that is suited for the Granicus Solution.
Once a Client Representative completes the training, that Representative will be recognized in Granicus'
internal system as qualified to receive support and ongoing education services. All Client Representatives
are eligible to receive technical support services, regardless of participation in the training program.
3. Support Policy. When Granicus receives notification of an issue from Client, a Granicus account
manager or technical support engineer will respond directly to the Client via phone or e-mail with (a) an
assessment of the issue, (b) an estimated time for resolution, and (c) will be actively working to resolve
the issue as appropriate for the type of issue. Notification shall be the documented time that Granicus
receives the Client's call or e-mail notifying Granicus of an issue or the documented time that Granicus
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.
4. 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 two (2) 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.
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5. Software Enhancements or Modifications. The Client may, from time to time, request that
Granicus incorporate certain features, enhancements or modifications into the licensed Granicus
Software. Subject to the terms and conditions to this exhibit and the Service Agreement, Granicus and
Client will use commercially reasonable efforts to perform all tasks in the Statement of Work ( "SOW ").
Upon the Client's request for such enhancements /modifications, the Client shall prepare a SOW for the
specific project that shall define in detail the Services to be performed. Each such SOW signed by both
parties is deemed incorporated in this exhibit by reference. Granicus shall submit a cost proposal
including all costs pertaining to furnishing the Client with the enhancements /modifications.
5.1 Documentation. After the SOW has been executed by each party, a detailed requirements
and detailed design document shall be submitted illustrating the complete financial terms that
govern the SOW, proposed project staffing, anticipated project schedule, and other information
relevant to the project. Such enhancements or modifications shall become part of the licensed
Granicus Software.
5.2 Acceptance. Client understands that all work contemplated by this exhibit is on a "time -
and- materials" basis unless otherwise stated in the SOW. Within ten (10) business days of
Granicus' completion of the milestones specified in the SOW and delivery of the applicable
enhancement/modification to Client, Client will provide Granicus with written notice of its
acceptance or rejection of the enhancement/modification, based on the acceptance criteria set
forth in the SOW. Client agrees that it will not reject any enhancement/modification so long as it
substantially complies with the acceptance criteria.
5.3 Title to Modifications. All such modifications or enhancements shall be the sole property
of the Granicus.
6. 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.
[End of Support Information]
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EXHIBIT C
GRANICUS, INC.
HARDWARE EXHIBIT
THIS HARDWARE EXHIBIT is entered into by Granicus and Client, as an attachment to the Service
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 Service Agreement
and is incorporated therein by reference. Capitalized terms used but not defined in this exhibit have the
meanings given in the Service 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 the Hardware. 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
(via written or verbal acknowledgment) to the request made by the Client within twenty -four (24) hours.
If confirmed by Granicus that Hardware requires replacement, Granicus will deliver replacement
hardware directly to the Client after such confirmation via overnight shipping. The Hardware and
software will be configured to the original specs of the client. 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. DISCLAIMER OF WARRANTIES. NOTWITHSTANDING THE MAINTENANCE
PROVIDED UNDER SECTION 7 BELOW, GRANICUS DISCLAIMS ANY AND ALL EXPRESS,
IMPLIED OR STATUTORY WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF
FITNESS FOR A PARTICULAR PURPOSE, OF MERCHANTABILITY AND AGAINST
INFRINGEMENT, WITH RESPECT TO THE HARDWARE. NO PERSON IS AUTHORIZED TO
MAKE ANY WARRANTY OR REPRESENTATION ON BEHALF OF GRANICUS.
6. 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'
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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.
7. Managed Hardware. In the event of malfunction for Managed Hardware provided by Granicus,
Granicus Hardware that is maintained as part of a managed Open Platform service will be repaired or
replaced as part of the managed services as long as Client is current with Client's monthly subscription
payment. The key features of the Managed Hardware are as follows:
• Robust support for hardware, O /S, and applications
• 7x24x365 phone, chat and email support from certified experts
• In the event of Hardware failure, Granicus will deliver overnight replacement hardware directly
to the Client.
Escalation management. 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 Managed 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 be guaranteed.
8. Purchased Hardware Warranty. For Hardware purchased from Granicus by Client, Granicus
will provide to Client any warranty provided by the manufacturer with respect to the Hardware. 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 as long as such Hardware is then
under the manufacturer's warranty.
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 whatsoever in the event Client uses non - approved hardware.
10. Client Changes to Managed Hardware Prohibited. In the event changes are made by Client to
the managed hardware without the approval of Granicus, Granicus may charge Client a one -time fee of
two hundred fifty ($250.00) dollars to restore the system back to standard settings. Such changes may
include, but are not limited to: operating system level changes; third party software installations; changes
to Granicus software, and/or configurations; and /or changes to third party system and/or network
monitoring tools.
[end of Hardware Exhibit]
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EXHIBIT D
TRADEMARK INFORMATION
Granicus Registered Trademarks
granicus
Granicus logo as a mark
Granicus
MediaVault
Mobile Encoder
Outcast Encoder
StreamReplicator
Granicus Trademark Names TM
Integrated Public Record"'
Intelligent Routing
LinkedMinutes
LiveManager
MediaCenter
MediaManager
MeetingMember
MeetingServer
Simulcast Encoder
VoteCast
VoteCast Classic
VoteCast Touch
Client Trademarks
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EXHIBIT E
TERMINATION OR EXPIRATION OPTIONS REGARDING CONTENT
In case of termination by Client or expiration of the Service 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 optional media: data CD, external
hard drive, or Granicus provided FTP site. A CSV, XML, and /or database file will be
included providing clip information, and/or legislative content.
• Option 2: Provide the Content via download from MediaManager or from a special site
created by Granicus. This option shall be provided free of charge.
• Option 3: Granicus shall provide the means to pull the content using the Granicus
Application Programming Interface. This option shall be provided free of charge.
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.
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15
