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REV: 12-16-24 MI f) Use of Messaging Services. Client may use Products to send emails and messages to users and third parties. Client is solely responsible for any such message and their content, including securing the legal right to send the message. Messages may be blocked, delayed, or prevented from being delivered by destination servers and other reasons outside of Granicus’ control, and there is no warranty that messages will reach their intended destination in a given timeframe. 6. Support. Support services are described in Exhibit C. 7. Representations; Warranties; Disclaimers. a)Representations. Each Party represents that it has validly entered into this Agreement and has the legal power to do so. b)Warranties: (i) Each party warrants that it has the rights necessary to grant to the other party the licenses granted in this Agreement. (ii) Granicus warrants that it will perform its obligations in a professional and workmanlike manner in accordance with industry standards. (iii) Client’s sole and exclusive remedy and Granicus ’ sole obligation for breach of the warranties in this Section are as follows: (i) for a breach of the warranty in Section 7.b.(i), the indemnity in Section 10 of this Agreement; and (ii) reperformance of the non-conforming Services for a breach of the warranty in Section 7.b.(ii), provided that Client notifies Granicus of a non-conformity in this Section during the thirty (30) day period following Granicus’ completion of the applicable Services. c)Disclaimers. EXCEPT AS EXPRESSLY STATED IN THIS THIS SECTION, THE PRODUCTS AND SERVICES ARE PROVIDED “AS IS” AND GRANICUS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. GRANICUS DOES NOT WARRANT THAT PRODUCTS OR SERVICES WILL MEET CLIENT’S REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE. 8. Services. a) Granicus will perform Services in accordance with this Agreement and the SOW. Granicus is not obligated to provide any Services unless set out in the SOW. Unless otherwise set out in the SOW or as agreed to by the parties the Services will be performed remotely. Any estimates provided in the SOW, including expected hours to complete the Services and any timeline provided by Granicus, are based on known functional requirements and technical environments as of the effective date of the SOW. Changes or delays in the work schedule originating with Client are subject to the project change procedure and may result in an increase in fees. b) Granicus grants Client a non-exclusive, non-transferable, royalty-free, perpetual license to use the Deliverables on behalf of and for the benefit of Client independently and with the Products. Granicus retains all right, title and interest to the Deliverables except for those rights expressly granted to Client. Deliverables and Services are deemed accepted upon delivery unless otherwise set forth in a SOW. c) Any modifications to the Services must be in writing and signed by authorized representatives of each party. Granicus personnel performing Services at Client’s offices will comply with Client’s policies and procedures in effect at such location. ATTY/AGR.2024.237/Granicus (Agenda Management System) (Page 25 of 35)