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REV: 06-24-22 RL EXHIBIT D TERMS OF SERVICE ADDENDUM End User License Agreement This End User License Agreement (“Agreement”) is made and entered into by and between City of Redwood City (“Client”) and Granicus, LLC, a Minnesota Limited Liability Company d/b/a Granicus (“Granicus”). Client and Granicus may each be referred to herein as “Party” or collectively as “Parties”. 1.Definitions. In addition to terms defined elsewhere in this Agreement, the following terms shall have the meaning specified: “Granicus Products and Services” means the products and services made available to Client pursuant to this Agreement, which may include Granicus products and services accessible for use by Client on a subscription basis (“Software-as-a-Service” or “SaaS”), Granicus professional services, content from any professional services or other required equipment components or other required hardware, as specified in each Order. “Order” means a written order, proposal, or purchase document in which Granicus agrees to provide and Client agrees to purchase specific Granicus Products and Services via Reseller. “Order Term” means the then-current duration of performance identified on each Order, for which Granicus has committed to provide, and Client has committed to pay for via Reseller, Granicus Products and Services. 2.Use of Granicus Products and Services and Proprietary Rights 2.1.Granicus Products and Services. The Granicus Products and Services are purchased by Client, via a Reseller, as subscriptions during an Order Term specified in each Order. 2.2.Permitted Use. Subject to the terms and conditions of this Agreement, Granicus hereby grants during each Order Term, and Client hereby accepts, solely for its internal use, a worldwide, revocable, non- exclusive, non-transferrable right to use the Granicus Products and Services to the extent allowed in the relevant Order (collectively the “Permitted Use”). The Permitted Use shall also include the right, subject to the conditions and restrictions set forth herein, to use the Granicus Products and Services up to the levels limited in the applicable Order. 2.2.1.Data Sources. Data uploaded into Granicus Products and Services must be brought in from Client sources (interactions with end users and opt-in contact lists). Client cannot upload purchased contact information into Granicus Products and Services without Granicus’ written permission and professional services support for list cleansing. 2.2.2.Passwords. Passwords are not transferable to any third party. Client is responsible for keeping all passwords secure and all use of the Granicus Products and Services accessed through Client’s passwords. 2.2.3.Content. Client can only use Granicus Products and Services to share content that is created by and owned by Client and/or content for related organizations provided that it is in support of other organizations but not as a primary communication vehicle for other organizations that do not have a Granicus subscription. Any content deemed inappropriate for a public audience or in support of programs or topics that are unrelated to Client, can be removed or limited by Granicus. 2.2.3.1. Disclaimers. Any text, data, graphics, or any other material displayed or published on Client’s website must be free from violation of or infringement of copyright, trademark, service mark, patent, trade secret, statutory, common law or proprietary or intellectual property rights of others. Granicus is not responsible for content migrated by Client or any third party. 2.2.4.Advertising. Granicus Products and Services shall not be used to promote products or services available for sale through Client or any third party unless approved in writing, in ATTY/AGR.2022.156/Granicus (Online agenda and meeting hosting and indexing) (Page 20 of 32)