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<br />, ORIGINAL <br /> <br />b",u',," .,'..-' <br /> <br />t)1~4l <br /> <br />GRANICUS, INC. SERVICE AGREEMENT <br /> <br />THIS SERVICE AGREEMENT (the "Agreemenf'), dated as of February 24, 2010 (the <br />"Effective Date"), is entered into between Granicus, Inc. ("Granicus"), a California Corporation, <br />and the City of Redwood City (the "Client"). Capitalized terms used in this Agreement have the <br />meanings given them in Section 13. <br /> <br />A. WHEREAS, Granicus is in the business of developing, licensing, and offering for <br />sale various streaming media solutions specializing in Internet broadcasting, and related support <br />services; and <br /> <br />B. WHEREAS, Granicus desires to provide and Client desires to (i) purchase the <br />Granicus Solution as set forth in the Proposal attached as Exhibit A to facilitate streaming and <br />distribution of live and archived digital media content, (ii) engage Granicus to integrate its <br />Granicus Software onto the Client Website, (iii) use the Granicus Software subject to the terms and <br />conditions set forth in this Agreement, and (iv) contract wit~l Granicus to administer the Granicus <br />Solution through the Managed Services set forth in the Proposal. <br /> <br />NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, <br />covenants, representations and warranties herein contained, the parties hereto agree as follows: <br /> <br />1. GRANIC US SOFTWARE AND MANAGED SERVICES. <br /> <br />1.1 Software and Services. Subject to the terms and conditions of this Agreement, <br />Granicus will provide Client with the Granicus Software, Professional Services, and Managed <br />Services that comprise the Granicus Solution as outlined in the Proposal attached as Exhibit A. <br /> <br />1.2 The Proposal. The Proposal specifies certain terms, conditions, payments and <br />obligations on the products and services to be provided by Granicus to Client. The Proposal is an <br />additional patt of this Agreement and incorporated herein by reference. In the event that any of the <br />provisions of this Agreement are in conflict with the Proposal, the provisions of this Agreement <br />will prevail. <br /> <br />2. GRANT OF LICENSE. <br /> <br />2.1 Ownership. Granicus, and/or its third party supplier, owns the copyright andlor <br />certain proprietary information protectable by law in the Granicus Software. <br /> <br />2.2 Use. Granicus agrees to provide Client with a revocable, non-transferable and <br />non-exclusive account to access the Granicus Software listed in the Proposal and a revocable, nOI1- <br />sub licensable, non-transferable and non-exclusive right to use the Granicus Software. All Granicus <br />Software is proprietary to Granicus and protected by intellectual property laws and international <br />intellectual propelty treaties. Pursuant to this Agreement, Client may use the Granicus Software to <br />perform its own work and work of its customers/constituents. Cancellation of the Client's <br />Managed Services will also result in the immediate termination of the Client's Software license as <br />described in Section 2.2 hereof. <br /> <br />2.3 Limited Warranty: Exclusive Remedies. Subject to Sections 7.2 and 7.3 of this <br />Agreement, Granicus warrants that the Granicus Software, as provided by Granicus, will <br />substantially perform in accordance with its applicable written specifications for as long as the <br /> <br />GRANICUS. INC. SERVICE AGREEMENT <br /> <br />Version 4.1.2 <br />