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<br />12.11 Force Majeure. Other than payment obligations, neither party is responsible for
<br />any delay or failure in performance if caused by any event outside the reasonable control of the
<br />party, including without limitation acts of God, govemment regulations, shortage of supplies, act of
<br />war, act of terrorism, earthquake, or electrical, internet or telecommunications outage.
<br />
<br />13. DEFINITIONS.
<br />
<br />In addition to the capitalized terms otherwise defined herein, the following additional
<br />capitalized terms shall have the meanings set fOlth below:
<br />
<br />13.1 "Agreement" shall mean this Service Agreement.
<br />
<br />13.2 "Client" shall mean the City of Redwood City.
<br />
<br />13.3 "Client Use" shall mean any public streaming, document posting, podcasting, or
<br />internal streaming that is not for system testing or validation purposes by Client.
<br />
<br />13.4 "Client Website" shall mean the Client's existing website.
<br />
<br />13.5 "Confidential Information" shall mean all proprietary or confidential information
<br />disclosed or made available by the other party pursuant to this Agreement that is identified as
<br />confidential or proprietary at the time of disclosure or is of a nature that should reasonably be
<br />considered to be confidential, and includes but is not limited to the terms and conditions of this
<br />Agreement, and all business, technical and other information (including without limitation, all
<br />product, services, financial, marketing, engineering, research and development information,
<br />product specifications, technical data, data sheets, software, inventions, processes, training
<br />manuals, know-how and any other information or material), disclosed from time to time by the
<br />disclosing party to the receiving party, directly or indirectly in any manner whatsoever (including
<br />without limitation, in writing, orally, electronically, or by inspection); provided, however, that
<br />Confidential Information shall not include the Content that is to be published on the website(s) of
<br />Client.
<br />
<br />t 3.6 "Content" shall mean any and all, documents, graphics, video, audio, images,
<br />sounds and other content that is streamed or otherwise transmitted or provided by, or on behalf of,
<br />the Client to Granicus.
<br />
<br />13.7 "Granicus" shall mean Granicus, Inc.
<br />
<br />13.8 "Granicus Solution" shall mean the Solution detailed in the Proposal, which may
<br />include Granicus Software, Installation and Training, Managed Services, and Hardware, as
<br />specified in Exhibit A.
<br />
<br />13.9 "Granicus Software" shall mean all software included with the Granicus Solution
<br />as specified in the attached Proposal that may include but is not limited to: MediaManager™
<br />(includes Uploader, Software Development Kit, CD Creator, and Podcasting Services),
<br />MinutesMaker™ (includes LiveManager), MobileEncoder™, VotingSystem™ (includes Public
<br />V ote Display and MeetingMember). OutCast™ Encoder (includes Meeting Server),
<br />S tl'eamRepl icatOl.™ t and Media V au I fl'M .
<br />
<br />13.10 "Hardware" shall mean the equipment components of the Granicus Solution, as
<br />listed in Exhibit A.
<br />
<br />GRANICus.INC. SmWICE AGREEMENT
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