Agmt14 Granicus, Inc. - Laserfiche WebLink

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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. PAYMENT OF FEES 3.1 Client agrees to pay all costs as outlined in Exhibit A. 3.2 Fifty percent (50%) of all up -front fees are due upon Granicus' receipt of a purchase order. The remaining fifty percent (50%) of up -front fees are due upon completion of deployment. 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. For Open Platform, Government Transparency, and Meeting Efficiency Suites, deployment is complete once the software is installed, tested and deemed by Granicus to be ready for Client's use. For Legislative Management deployment is complete once the hardware and software are installed, tested, and deemed by Granicus to be ready for Client's use, and the Legistar database is configured for the Client. The database is considered to be fully configured after the final Needs Analysis Call. 3.3 Granicus, Inc. shall send all invoices to: Name: Silvia Vonderlinden Title: City Clerk Address: City Hall, 1017 Middlefield Road, Redwood City, CA 94063 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 htty'//www.bls.gov/CPI 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 ATTY/AGR/2014.020/GRANICUS INC. SERVICE AGREEMENT REV: 02-24-74 MLG Page 2 of 19