11-199.00 Granicus, Inc.GRANICUS, INC. SERVICE AGREEMENT
THIS SERVICE AGREEMENT (the "Agreement "), dated as of January 13, 2011 (the
"Effective Date "), is entered into between Granicus, Inc. ( "Granicus "), a California Corporation,
and the City of Spokane Valley _ (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) purchase the
Granicus Solution as set forth in the Proposal, which is attached as Exhibit A, and incorporated
herein, to facilitate streaming and distribution of live and archived digital media content, (ii)
engage Granicus to integrate its Granicus SofEvare onto the Client Websitc, (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:
I . GRANICUS SOFTWARE AND MANAGED SERVICES.
1.1 Softivare and Services. Subject to the terms and conditions of this Agreement,
Granicus will provide Client with the Granicus Software, Professional Services, and Managed
Services that comprise the Granicus Solution as outlined 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 laNv in the Granicus Software.
2.2 Use. Granicus agrees to provide Client with a revocable, non - transferable and
non- exclusive account to access the Granicus Softvare listed in the Solution Description and a
revocable, non- sublicensabie, non - transferable and non- exclusive right to use the Granicus
Software. All Granicus Softvare 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 Wanan1y, 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 Sofrivare in the capacity of a service
bureau or on a time share basis; (b) reverse engineer, decompile or otheulvise 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.
PAYMENT OF FEES
3.1 Client agrees to pay all costs as outlined in Exhibit A.
3.2 Monthly billing for Managed Services shall begin forty -five (45) days after the
receipt of a fully executed Agreement or the receipt of a purchase order for the up -front costs,
whichever occurs first, as agreed upon in Exhibit A.
3.3 Client agrees to pay all invoices from Granicus within thirty (30) days of receipt of
invoice, provided that Client agrees to pay the Managed Services Fee to Granicus on a monthly
basis, no later than the first day of each month in advance of services. Granicus, Inc. shall send all
invoices to:
Name: Melissa Aotlen
Title: Accounting Technician
Address: 11707 E Sprague Ave, Suite 106 Spokane Valley, WA 99206
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 I i :.i >i ., ,,;'C 'l!) 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) On site Training. For any cancellations within foie -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
ZD
fifty (50) percent of the purchased training costs, ineluditig 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.
- — - Page 2 -- - -- - -- ..
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 higher rate than preceding years.
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- maiUspam; (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 sofr<vare, data, or
programs that may damage, detrimentally interfere with, intercept, or expropriate any system, data,
information, or property of another.
5. TRADEMARK OWNERSW. 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 to the Client
pursuant to Section 6 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 cinder 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 -
infi•ingement 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
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support; damages or costs relating to the loss o£ 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 Avill 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
authority as trade secrets and as confidential.
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 for an additional two (2) 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.
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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 they are leasing the Open Platform Hardware. 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 Sof%vare.
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 riot
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 ftinctionality; 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 reftrnd to Client all license fees paid by Client under the
current Agreement.
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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. 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 Severabilily. 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.
11.6 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.
[The remainder of this page left blank intentionally]
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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:
..Tl-�vsits�r- Tom
Its: �r,'of n � -_ _ ,.rr T ii e �Xec� �,'v e OM-6z,—
Address:
568 Howard Street, Suite 300
San Francisco, CA 94105
[INSERT CLIENT NAME]
Name: Gr?,g Bincaman
Its: IT Specialist
Address: 1.1.707 E Sprague Ave.
Suite 106
Spokane Valley, WA 99206
Page 7
EXHIBIT A
PROPOSAL
[The remainder of this page is left blank intentionally.]
Page 8
ra n i cu S® Proposal
connecting government
Granicus Proposal to the City of Spokane
Valley
10 -22 -2010
Dear Bing,
Thank you for considering Granicus. It has been a pleasure to learn about the unique needs of the
City of Spokane Valley. We look forward to establishing a rewarding, long -term relationship with
you.
On the following few pages, you will find a breakdown of our proposed solutions, some of our key
differentiators, detailed pricing, and a checklist that outlines our next steps.
Over 700 jurisdictions have selected Granicus as a partner to help them build trust with citizens,
reduce staff time spent on processing meetings, and engage citizens in new ways. We hope that
you enjoy being part of the Granicus client family.
If I or any other member of the Granicus team can be of further assistance, please contact me at
206 - 859 -0525.
Most Sincerely,
Kelly Barlow
Software Sales Executive
Granicus, Inc.
ranic�s®
con,iecting Bove- ifnent
Proposed Solution
Proposal
Granicus@ Open Platform
The Granicus® Open Platform allows you to stream an unlimited number of meetings and events
online. Publish all your content online with indefinite retention schedules. Rely on the Open
Platform's Unified Encoder to give you unlimited bandwidth, storage, and intelligent routing. You
can also access a library of community content and start publishing videos immediately. Finally,
leverage an open architecture and connect in -house or third -party solutions to Granicus.
• Stream unlimited meeting bodies and events
• Indefinite retention schedules
• Intelligent media routing
• Open architecture and SDK
• Community content library
Government Transparency Suite
The Government Transparency Suite gives your citizens access to public meetings and records
online. Take the next step towards greater transparency and link related documents to your
video, offer your full agenda packet, and provide keyword searching of archives. Reach a broader
audience through downloadable formats (MP3, MP4) compatible with mobile devices. Granicus'
reporting toots give you a detailed analysis of visitor statistics to help you better understand
viewership trends.
• Publish agenda packets with video
• Link relevant materials
Index videos live
• Offer downtoadable formats (MP3 Et MP4)
• Custom player and view page
Meeting Efficiency Suite
The Meeting Efficiency Suite is an automated solution that combines minutes with a meeting's
recording. Capture and publish minutes, saving staff time and cutting administrative costs.
Record roll -call, agenda items, speakers, motions, votes, and notes through a simple interface.
After the meeting, finalize minutes quickly and easily in Microsoft Word".
• Meeting preparation tools
• Live minutes automation
• Quick notes and text expansion
• Minutes editing and publishing
• Generate Linked Minutes
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www.granicus.com • 568 Howard Street, Suite 300, San Francisco, CA 94105 • (415) 357 -3618
ranicus®
connecting government
Pricing
Proposal
roduct Name nit rice { p- Front) Unit Price (Monthly
••- • . • �� $280.00
Government Transparency Suite
Meeting Efficiency Suite
j Shipping
Total
L *Promotion Free Managed Services until July 1st, 2011*
$2,012.50
$220.00
$1,550.00
$140.00
$125.00
$0.00
$3,687.50
$640.00
*This promotion does not alter or delay the date on which your upfront payments will be due as defined in the Granicus
Service Agreement. Offer valid until 1213112010. Free services are active upon receipt of a signed purchase order or
contract agreement. As part of this promotion, the Client will receive Monthly Managed Services at no cost to Client
until July 1, 2011. The billing for Monthly Managed Services occurring after July 1, 2011 will begin on June 15, 2011. Up-
front costs are not affected by this promotion.
• All suites require the Granicus Open Platform
• The Meeting Efficiency Suite requires the Government Transparency Suite and includes
one meeting body
• All Suites include hardware and software
• Sales tax may apply depending on your organization's tax status and the tax laws unique to
your state, county and /or municipality.
• This proposal expires on 1 -31 -2011 (promotion ends 12 -31 -2010)
* ** NOTE: The pricing in this preliminary proposal is SUBJECT -TO- CHANGE. While this preliminary
proposal will provide you with our best possible estimate of what your solution will look like, it is
not considered complete until a network assessment has been completed. Our goal here at
Granicus is to make sure that every new client has a successful deployment and to make sure that
our products exceed your expectations. We believe that spending the time to accurately conduct
an assessment of your network and documents will help us meet our goals and will ensure that
you have the best experience possible. * **
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www.granicus.com • 568 Howard Street, Suite 300, San Francisco, CA 94105 • (415) 357 -3618
j9ranicus,
connecting government
Granicus Differentiators
Proposal
• World's most experienced provider of government transparency, citizen participation,
meeting efficiency, legislative management, and training management solutions with:
• Over 700 clients in all 50 states, at every level of government
• Over 24,000,000 webcasts viewed
• More than 190,000 government meetings online
• Open API architecture and SDK allow for seamless integrations with systems already in
place
• Certified Integrations provide flexibility and choice of best -of -breed solutions
• Only government webcasting service to provide encoding, minutes annotation,
transcription, and closed captioning services
• Truly unlimited storage and distribution for all meeting bodies and non - meeting content
• Indefinite retention schedules for all archived meeting and non - meeting content
• Only provider of both government webcasting and Citizen Participation services
• Only provider of both government webcasting and Training Management services
• Access a library of peer- created government media content from over 700 Granicus users
• 97% customer satisfaction rating, 99% client retention rating
• Ranked 185 on Deloitte 500 fastest growing companies
• Ranked 419 on Inc 500 fastest growing companies
• Client Success stories are available here: http: / /www.Qranicus.com /Clients /Case-
Studies.aspx
Next Steps
• Network Assessment
• Document Assessment
® Collaborate on Contract Terms
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www.granicus.com • 568 Howard Street, Suite 300, San Francisco, CA 94105 • (415) 357 -3618
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) 655 -2400 from 8:00 AM to 7:00 PM Pacific time. After hours or in case of a
technical support emergency, the support staff may be reached at (41 7) 6561-2/1,14, twenty -four
(24) hour; a (lay, ;ioven (I) (lays za weol:.
(c) Intem t. and _E-mail -- Contact Information, The web,,;ite for Grrnnirus i!:;
h. -mail may be sE;nt to thF: support staff �rl
�lll�j)d f(U7(ll"lrlftli._CC)111.
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 received 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.
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 enlrancemetrts/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
Page 9
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 o f Support Information]
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10
EXHIBIT C
GRANICUS, INC.
HARDWARE EXHIBIT
THIS HARDWARE EXHIBIT is entcred.into by Granicus and Client, as an attachment to the Service
Agreement between Granicus and CIient, for the sale of the hardware components of the Granicus
Solution (the "Hardware ") by Granicus to Client. This exhibit is an additional part of the Service
Agreement and is incorporated therein by reference. This exhibit does not change any term of the Service
Agreement except to the extent it is contrary to the Service Agreement. Capitalized terms used but not
defined in this exhibit have the meanings given in the Service Agreement,
1. Purchase Price. The purchase price for the Hardware shall be the price specified in the Proposal.
2. Title and Delivery. Any scheduled ship date quoted is approximate and not the essence of this
exhibit. Delivery is F.O.B. Granicus' point of shipment. Granicus will select the shipment method unless
otherwise mutually agreed in writing. The risk of loss passes to Client upon delivery to the carrier at
Granicus' point of shipment. Granicus retains title to the Hardware until Granicus has received payment
in full of all sums due pursuant to this exhibit. 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. Hardware Warranty. 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.
5. 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.
Hardware service repair or replacement will occur within seventy-two (72) hours of the request by the
Client, 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 Hardware for the purpose of repair or replacement at
reasonable times. Granicus will keep the Client informed regarding the time frame and progress of the
repairs or replacements.
6. Use of von- Approved Hardware. The Granicus platform is designed and rigorously tested
based on Granicus- approved hardware. In order to provide the highest level of support, we recommend
including Granicus- approved hardware in your solution. However, Granicus does afford clients with the
option of utilizing their own hardware, providing that there is successful validation by Granicus technical
staff. While it is Granicus' intention to provide clients that use their own hardware with the same level of
customer care and continuous soffivare upgrades, this level of service is not guaranteed.
7. DISCLAIMER OF WARRANTIES. NOTWITHSTANDING THE MAINTENANCE
PROVIDED UNDER SECTION 4 ABOVE, THE SOLE WARRANTY ON THE HARDWARE IS ANY
MANUFACTURER'S WARRANTY AS PROVIDED IN SECTION 1 ABOVE, AND GRANICUS
DISCLAIMS ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING
THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, OF
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MERCHANTABILITY AND AGAINST INFRINGEMENT, WITH RESPECT TO THE HARDWARE.
NO PERSON IS AUTHORIZED TO MAKE ANY WARRANTY OR REPRESENTATION ON
BEHALF OF GRANICUS.
8. LIMITATION OF LIABILITY. GRANICUS SHALT. 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 PURCHASE PRICE PAID TO GRANICUS BY CLIENT FOR THE HARDWARE.
[end of Hardware Exhibit]
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EXHIBIT D
TRADEMARK INFORMATION
Granicus Reszistered Trademarks 0
}y granicus{
ol
% Granicus logo as a mark
Granicus'
MediaVaule
Mobile Encoder'
Outcast Encoder
StreaniReplicator-
Granicus Trademark Names"'
Integrated Public Record"
Intelligent Routing I
LinkedMinutes T.,
LiveManager t11
MediaCenter Tai
MediaManager T"
MeetingMemberr
Meeting Server T f
Simulcast EncoderT�`
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, Granicuus 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 files on DVR and a compact disc (CD) that contains the index and clip
name data in CSV or XML format will be created and sent to the Client. This option may
result in an additional charge to Client.
• 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 from the MediaVault in
CSV or XML format. 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 fi•om its services after sixty
(60) days.
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