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REV: 06-24-22 RL 2. Licensing/Permitted Use. Granicus products and services are purchased by Client as subscriptions. Granicus hereby grants and Client hereby accepts, solely for its internal use, a worldwide, revocable, non-exclusive, non-transferrable right to use the Granicus products and services during the term of this Agreement. Granicus reserves all right, title and interest in the Granicus products and services, the documentation and resulting product including all related intellectual property rights. No implied licenses are granted to Client. The Granicus name, logo, and the product names are trademarks of Granicus, and no right or license is granted to use them. Client assigns to Granicus any suggestion, enhancement, request, recommendation, correction or other feedback provided by Client relating to the use of the Granicus products and services. Client shall not: (i) Misuse any Granicus resources or cause any disruption, including but not limited to, the display of adult content, advertisements, solicitations, or mass mailings to individuals who have not agreed to be contacted, provided, however, that Client will not be responsible for inappropriate actions by individuals who are attending a public meeting of City that is live streamed using Granicus products and services; (ii) Use any process, program, or tool for gaining unauthorized access to the systems, networks, or accounts of third parties; (iii) Use the Granicus products and services in a manner in which system or network resources are unreasonably denied to third parties; (iv) Use the products and services as a door or signpost to another server; (v) Access or use any portion of Granicus products and services except as expressly allowed by this Agreement; (vi) Disassemble, decompile, or otherwise reverse engineer all or any portion of the Granicus products and services; (vii) Use the Granicus products and services for any unlawful purposes; (viii) Export or allow access to the Granicus products and services in violation of U.S. laws or regulations; (ix) subcontract, disclose, rent, or lease the Granicus products and services, or any portion thereof, for third party use; or (x) Modify, adapt, or use the Granicus products and services to develop any software application intended for resale which uses the Granicus products and services in whole or in part. Attached hereto as Exhibit D are certain standard terms and conditions of use. To the extent of any conflict between the terms of this Agreement and Exhibit D, the terms of this Agreement will prevail. 3. Term; Performance Schedule. a. The term of this Agreement will commence on [_July 1, 2022____] and will continue for a period of [_3] years. The Agreement may thereafter be renewed for additional one (1) year terms with the mutual written agreement of City and Provider. b. Provider shall provide the Software and Services, including any Implementation Services, in a prompt and timely manner in accordance with the “Performance Schedule” that is attached hereto as Exhibit “E”. Any delays or changes in the Performance Schedule shall be subject to the terms of Section 7. 4. Compensation. Granicus will invoice and Client will pay for all fees as described in Exhibit F. Invoices are due within 30 days of issuance. Annual subscription fees are due upfront on the effective date of this Agreement. One-time Fees are due according to the billing frequency as specified in Exhibit F. 5. Maintenance and Support of SaaS Solution. a. Unless otherwise expressly set forth in this Agreement, the regular maintenance and support of the SaaS Solution is included in the fees for the Software and Services which are set forth in the Fee Schedule. Response times in connection with support requests will be as set forth in Exhibit G (“Schedule of Support Services”). In the event that [_5__] (_) or more errors categorized as Level 3 or higher pursuant to the Schedule of Support Services occurs during any calendar month, City may terminate this Agreement for material breach, provided City notifies Provider in writing of termination within 30 days of the end of such calendar month. ATTY/AGR.2022.156/Granicus (Online agenda and meeting hosting and indexing) (Page 2 of 32)