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REV: 12-16-24 MI EXHIBIT D TERMS OF SERVICE ADDENDUM 1. Definitions. For the purpose of this Addendum, the following terms have the corresponding definitions: “Client” means the City of Redwood City. “Content” means any material or data: (i) displayed or published on Client’s website; (ii) provided by Client to Granicus to perform the Services; or (iii) uploaded into Products by Client or on Client’s behalf. Content expressly excludes Granicus Data; “Deliverable(s)” means any computer software, and related written documentation, reports or materials developed by Granicus as part of a Services engagement; “Granicus” means Granicus, LLC, a Minnesota limited liability company. “Granicus Data” means data owned, generated or collected by Granicus separately from Content provided by Client, including data generated by use of the Products or personal information related to individuals who use the Products or Services, which is collected and used in accordance with applicable law and in conformance with publicly posted privacy policies; “IP Rights” means all current and future worldwide statutory or other proprietary rights, whether registered or unregistered, including but not limited to, moral rights, copyright, trademarks, rights in designs, patents, rights in computer software data base rights, rights in know-how, mask work, trade secrets, inventions, domain or company names and any application for the foregoing, including registration rights. “Order” means a binding proposal, written order, or purchasing document setting forth the Products made available to Client under the terms of this Agreement either directly with Granicus or through an authorized third party reseller; “Products” means the: (i) online or cloud subscription services; (ii) on premise software; (iii) embedded software; and (iv) Granicus Data, licensed to Client, and hardware components purchased by Client under this Agreement, as applicable and as set forth in the Order or SOW; “Services” means the consulting, integration, installation, and/or implementation services to be performed by Granicus as described in Exhibit B; and “SOW” means a statement of work agreed to by the parties that references this Agreement and describes the Services and Deliverables provided as part of a Services engagement pursuant to the Services provisions set forth in this Agreement. 2. Intellectual Property Ownership and Use Rights. a) Intellectual Property Ownership. Granicus and its licensors own all IP Rights in the Products and Granicus Data. Client and its authorized users have no right, title or interest in the Products or Granicus Data other than the license rights expressly granted herein. All rights not expressly granted herein are reserved by Granicus and its licensors. b) License to Products. Granicus hereby grants Client a non-exclusive, non-transferable license to access and use the Products identified in the Order during the Term set forth therein. Notwithstanding anything to the contrary in the Agreement, Client acknowledges and agrees that close-captioning services provided for both live and recorded meetings may require use of subcontractors located outside of the United States, and hereby consents to the transmission of content to such subcontractors solely for the purpose of providing close-captioning services ATTY/AGR.2024.237/Granicus (Agenda Management System) (Page 21 of 35)