Service Solicited - 2014 - Ganicus, Inc - Granicus Internet broadcasting support GRANICUS, INC. SERVICE AGREEMENT
THIS SERVICE AGREEMENT (the "Agreement"), dated as of July 7, 2014 (the
"Effective Date"), is entered into between Granicus, Inc. ("Granicus"), a California Corporation,
and City of Eagle(the"Client").
A. WHEREAS, Granicus is in the business of developing, licensing, and offering for
sale various streaming media solutions specializing in Internet broadcasting, and related support
services; and
B. WHEREAS, Granicus desires to provide and Client desires to (i) purchase the
Granicus Solution as set forth in the Proposal, which is attached as Exhibit A, and incorporated
herein by reference, (ii) engage Granicus to integrate its Granicus Software onto the Client
Website, (iii) use the Granicus Software subject to the terms and conditions set forth in this
Agreement, and (iv) contract with Granicus to administer the Granicus Solution through the
Managed Services set forth in Exhibit A.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements,
covenants, representations and warranties herein contained,the parties hereto agree as follows:
1. GRANICUS SOFTWARE AND MANAGED SERVICES.
1.1 Software and Services. Subject to the terms and conditions of this Agreement,
Granicus will provide Client with the Granicus Software, and Managed Services that comprise the
Granicus Solution as outlined in Exhibit A. "Managed Services" shall mean the services provided
by Granicus to Client as detailed in Exhibit A. "Managed Services Fee" shall mean the monthly
cost of the Managed Services, as detailed in Exhibit A.
2. GRANT OF LICENSE.
2.1 Ownership. Granicus, and/or its third party supplier, owns the copyright and/or
certain proprietary information protectable by law in the Granicus Software.
2.2 Use. Granicus agrees to provide Client with a revocable, non-transferable and
non-exclusive license to access the Granicus Software listed in the Solution Description and a
revocable, non-sublicensable, non-transferable and non-exclusive right to use the Granicus
Software. All Granicus Software is proprietary to Granicus and protected by intellectual property
laws and international intellectual property treaties. Pursuant to this Agreement, Client may use
the Granicus Software to perform its own work and work of its customers/constituents.
Cancellation of the Client's Managed Services will also result in the immediate termination of the
Client's Software license as described in Section 2.2 hereof.
2.3 Limited Warranty; Exclusive Remedies. Subject to Sections 6.1 and 6.2 of this
Agreement, Granicus warrants that the Granicus Software, as provided by Granicus, will
substantially perform in accordance with its applicable written specifications for as long as the
Client pays for and receives Managed Services. Client's sole and exclusive remedy for any breach
by Granicus of this warranty is to notify Granicus, with sufficient detail of the nonconformance,
and provide Granicus with a reasonable opportunity to correct or replace the defective Granicus
Software. Client agrees to comply with Granicus' reasonable instructions with respect to the
alleged defective Granicus Software.
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2.4 Limitations. Except for the license in Section 2.2, Granicus retains all ownership
and proprietary rights in and to the Granicus Software, and Client is not permitted, and will not
assist or permit a third party, to: (a) utilize the Granicus Software in the capacity of a service
bureau or on a time share basis; (b) reverse engineer, decompile or otherwise attempt to derive
source code from the Granicus Software; (c) provide, disclose, or otherwise make available the
Granicus Software, or copies thereof, to any third party; or (d) share, loan, or otherwise allow
another Meeting Body, in or outside its jurisdiction, to use the Granicus Software, or copies
thereof, except as expressly outlined in the Proposal.
3. PAYMENT OF FEES
3.1 Client agrees to pay all costs as outlined in Exhibit A.
3.2 Fifty percent (50%) of all up-front fees for all product suites are due upon
Granicus' receipt of a purchase order. The remaining fifty percent (50%) of up-front fees for each
product suite are due upon completion of deployment for that suite. Quarterly billing for Managed
Services for associated product suites shall begin upon completion of deployment of each
suite. Client will be invoiced a pro-rated amount from the product suite deployment completion
date through the end of the quarter. Thereafter, Client will be billed each January 1, April 1, July
1, and October 1. Client agrees to pay all invoices from Granicus within thirty (30) days of receipt
of invoice. Client acknowledges that each suite is fully operational separate from the other
purchased suites. Client's acceptance of any individual suite is not conditioned upon the
acceptance of any other suite as they are separate solutions.
For Open Platform, Government Transparency, and Meeting Efficiency Suites, deployment is
complete once the software is installed,tested and deemed by Granicus to be ready for Client's use.
For Legislative Management deployment is complete once the hardware and software are installed,
tested, and deemed by Granicus to be ready for Client's use, and the Legistar database is
configured for the Client. The database is considered to be fully configured after the final Needs
Analysis Call.
3.3 Granicus,Inc. shall send all invoices to:
Name: Sharon Bergman
Title: City Clerk
Address: 660 E. Civic Lane,Eagle,ID 83616
3.4 Upon renewal of this Agreement, Granicus may include (in which case Client
agrees to pay) a maximum increase of the current CPI percentage rate (as found at The Bureau of
Labor and Statistics website ) or three (3) percent a year on Client's
Managed Services Fee, whichever is larger.
3.5 Training Usage Policies. Granicus has established best practice training plans
around success with Granicus services, and Clients are encouraged to take advantage of all
purchased training up-front in order to achieve the maximum amount of success with their
services. All purchased training must be completed within sixty (60) days of the date of the first
date of training per suite. Any purchased training not used during this sixty (60) day period will
expire. If Client feels that it is necessary to obtain more training after the initial sixty (60) day
period, Client may purchase additional training at that time
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3.6 Training Cancellation Policies. Granicus' policies on Client cancellation of
scheduled trainings are as follows:
(a) Onsite Training. For any cancellations within forty-eight(48) hours of the
scheduled onsite training, Granicus, at its sole discretion, may invoice the Client for one
hundred (100) percent of the purchased training costs and all travel expenses, including
any incurred third party cancellation fees. Subsequent training will need to be purchased
and scheduled at the previously quoted pricing.
(b) Online Training. For any cancellations within twenty-four (24) hours of
the scheduled online training, Granicus, at its sole discretion, may invoice the Client for
fifty (50) percent of the purchased training costs, including any incurred third party
cancellation fees. Subsequent training will need to be purchased and scheduled at the
previously quoted pricing.
4. CONTENT PROVIDED TO GRANICUS
4.1 Responsibility for Content. The Client shall have sole control and responsibility
over the determination of which data and information shall be included in the Content that is to be
transmitted, including, if applicable, the determination of which cameras and microphones shall be
operational at any particular time and at any particular location. However, Granicus has the right
(but not the obligation) to remove any Content that Granicus believes violates any applicable law
or this Agreement.
4.2 Restrictions. Client shall not provide Granicus with any Content that: (i) infringes
any third party's copyright, patent, trademark, trade secret or other proprietary rights; (ii) violates
any law, statute, ordinance or regulation, including without limitation the laws and regulations
governing export control and e-mail/spam; (iii) is defamatory or trade libelous; (iv) is pornographic
or obscene, or promotes, solicits or comprises inappropriate, harassing, abusive, profane,
defamatory, libelous, threatening, indecent, vulgar, or otherwise objectionable or constitutes
unlawful content or activity; (v) contains any viruses, or any other similar software, data, or
programs that may damage, detrimentally interfere with, intercept, or expropriate any system, data,
information, or property of another.
5. TRADEMARK OWNERSHIP. Granicus and Client's Trademarks are listed in the
Trademark Information exhibit attached as Exhibit D.
5.1 Each Party shall retain all right, title and interest in and to their own Trademarks,
including any goodwill associated therewith, subject to the limited license granted to the Client
pursuant to Section 2 hereof. Upon any termination of this Agreement, each Party's right to use the
other Party's Trademarks pursuant to this Section 5 terminates.
5.2 Each party grants to the other a non-exclusive, non-transferable (other than as
provided in Section 5 hereof), limited license to use the other party's Trademarks as is reasonably
necessary to perform its obligations under this Agreement, provided that any promotional materials
containing the other party's trademarks shall be subject to the prior written approval of such other
party, which approval shall not be unreasonably withheld.
6. LIMITATION OF LIABILITY
6.1 Warranty Disclaimer. Except as expressly provided herein, Granicus' services,
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software and deliverables are provided "as is"and Granicus expressly disclaims any and all express
or implied warranties, including but not limited to implied warranties of merchantability, and
fitness for a particular purpose. Granicus does not warrant that access to or use of its software or
services will be uninterrupted or error free. In the event of any interruption, Granicus' sole
obligation shall be to use commercially reasonable efforts to restore access.
6.2 Limitation of Liabilities. To the maximum extent permitted by applicable law,
Granicus and its suppliers and licensors shall not be liable for any indirect, special, incidental,
consequential, or punitive damages, whether foreseeable or not, including but not limited to: those
arising out of access to or inability to access the services, software, content, or related technical
support;damages or costs relating to the loss of: profits or revenues, goodwill, data(including loss
of use or of data, loss or inaccuracy or corruption of data); or cost of procurement of substitute
goods, services or technology, even if advised of the possibility of such damages and even in the
event of the failure of any exclusive remedy. In no event will Granicus' and its suppliers' and
licensors' liability exceed the amounts paid by client under this agreement regardless of the form of
the claim (including without limitation, any contract, product liability, or tort claim (including
negligence, statutory or otherwise).
7. CONFIDENTIAL INFORMATION&OWNERSHIP.
7.1 Confidentiality Obligations. Confidential Information shall mean all proprietary or
confidential information disclosed or made available by the other party pursuant to this Agreement
that is identified as confidential or proprietary at the time of disclosure or is of a nature that should
reasonably be considered to be confidential, and includes but is not limited to all business,
technical and other information (including without limitation, all product, services, financial,
marketing, engineering, research and development information, product specifications, technical
data, data sheets, software, inventions, processes, training manuals, know-how and any other
information or material), disclosed from time to time by the disclosing party to the receiving party,
directly or indirectly in any manner whatsoever (including without limitation, in writing, orally,
electronically, or by inspection); provided, however, that Confidential Information shall not include
the Content that is to be published on the website(s) of Client.
7.2 Each party agrees to keep confidential and not disclose to any third party, and to
use only for purposes of performing or as otherwise permitted under this Agreement, any
Confidential Information. The receiving party shall protect the Confidential Information using
measures similar to those it takes to protect its own confidential and proprietary information of a
similar nature but not less than reasonable measures. Each party agrees not to disclose the
Confidential Information to any of its Representatives except those who are required to have the
Confidential Information in connection with this Agreement and then only if such Representative is
either subject to a written confidentiality agreement or otherwise subject to fiduciary obligations of
confidentiality that cover the confidential treatment of the Confidential Information.
7.3 Exceptions. The obligations of this Section 7 shall not apply if receiving party can
prove by appropriate documentation that such Confidential Information (i) was known to the
receiving party as shown by the receiving party's files at the time of disclosure thereof, (ii) was
already in the public domain at the time of the disclosure thereof, (iii) entered the public domain
through no action of the receiving party subsequent to the time of the disclosure thereof, or (iv) is
required by law or government order to be disclosed by the receiving party, provided that the
receiving party shall (i) notify the disclosing party in writing of such required disclosure as soon as
reasonably possible prior to such disclosure, (ii) use its commercially reasonable efforts at its
expense to cause such disclosed Confidential Information to be treated by such governmental
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authority as trade secrets and as confidential.
8. TERM
8.1 The term of this Agreement shall commence on the date hereof and shall continue
in full force and effect for eighteen (18) months after the date hereof. This Agreement shall
automatically renew for an additional three (3) terms of one (1) year each, unless either party
notifies the other in writing at least thirty (30) days prior to such automatic renewal that the party
does not wish to renew this Agreement.
8.2 Rights Upon Termination. Upon any expiration or termination of this Agreement,
and unless otherwise expressly provided in an exhibit to this Agreement:
(a) Client's right to access or use the Granicus Solution, including Granicus
Software, terminates and Granicus has no further obligation to provide any services;
(b) Client shall immediately return the Granicus Software and all copies
thereof to Granicus, and within thirty (30) days of termination, Client shall deliver a
written certification to Granicus certifying that it no longer has custody of any copies of the
Granicus Software.
8.3 Obligations Upon Termination. Upon any termination of this Agreement,
(a) the parties shall remain responsible for any payments that have become
due and owing up to the effective date of termination;
(b) the provisions of 2.1, 2.4, 3, 4, 5, 6.1, 6.2, 7, 8.3, and 10 of the agreement,
and applicable provisions of the Exhibits intended to survive, shall survive termination of
this Agreement and continue in full force and effect;
(c) pursuant to the Termination or Expiration Options Regarding Content,
Granicus shall allow the Client limited access to the Client's Content, including, but not
limited to, all video recordings, timestamps, indices, and cross-referenced documentation.
The Client shall also have the option to order hard copies of the Content in the form of
compact discs or other equivalent format; and
(d) Granicus has the right to delete Content within sixty (60) days of the
expiration or termination of this Agreement.
9. PATENT,COPYRIGHT AND TRADE SECRET INFRINGEMENT.
9.1 Granicus' Options. If the Granicus Software becomes, or in Granicus' opinion is
likely to become, the subject of an infringement claim, Granicus may, at its option and sole
discretion, (i) obtain for Client the right to continue to use the Granicus Software as provided in
this Agreement; (ii) replace the Granicus Software with another software product that provides
similar functionality; or (iii) if Granicus determines that neither of the foregoing options are
reasonably available, Granicus may cease providing the applicable services or require that Client
cease use of and destroy the Granicus Software. In that event, and provided that Client returns or
destroys (and certify to such destruction of) all copies of the Granicus Software in Client's
possession or control, if any, Granicus will refund to Client all license fees paid by Client under the
current Agreement.
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10. MISCELLANEOUS.
10.1 Amendment and Waiver. This Agreement may be amended, modified, waived or
canceled only in writing signed by each of the parties hereto or, in the case of a waiver, by the
party waiving compliance. Any failure by either party to strictly enforce any provision of this
Agreement will not be a waiver of that provision or any further default.
10.2 Governing Law. The laws of the State of California shall govern the validity,
construction, and performance of this Agreement, without regard to its conflict of law principles.
10.3 Construction and Severability. Wherever possible, each provision of this
Agreement shall be interpreted so that it is valid under applicable law. If any provision of this
Agreement is held illegal or unenforceable, that provision will be reformed only to the extent
necessary to make the provision legal and enforceable; all remaining provisions continue in full
force and effect.
10.4 Independent Contractors. The parties are independent contractors, and no other
relationship is intended by this Agreement.
10.5 Force Majeure. Other than payment obligations, neither party is responsible for
any delay or failure in performance if caused by any event outside the reasonable control of the
party, including without limitation acts of God, government regulations, shortage of supplies, act of
war, act of terrorism, earthquake, or electrical, internet or telecommunications outage.
10.6 Closed Captioning Services. Client and Granicus may agree that closed captioning
or transcription services will be provided by a third party under this agreement. In such case,
Client expressly understands that the third party is an independent contractor and not an agent or
employee of Granicus. Granicus is not liable for acts performed by such independent third party.
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This Agreement consists of this Service Agreement as well as the following exhibits, which are
incorporated herein by reference as indicated:
Exhibit A: Proposal
Exhibit B: Support Information
Exhibit C: Hardware Exhibit
Exhibit D: Trademark Information
Exhibit E: Termination or Expiration Options Regarding Content
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
duly authorized representatives,
GRANICUS,INC.
By: i/!/ ,i�/`./
Tom Spengler
Its: Chief Executive Officer
Address:
600 Harrison St, Suite 120
San Francisco, CA 94107
[City o, Eagle-Mayor] /
By:
I / . 1,Ai/L4..&!.
S Nq , i4-1 CI
am :
Its: /4-44/ell
Address: PO 60Y-- 1.61-
Date: AV [01 x"111
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EXHIBIT A
PROPOSAL
[The remainder of this page is left blank intentionally.]
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® GRANICUS
Price�� ��� ����� �� sal
Your Granicus solution was based on your specific voting and public meeting efficiency needs. Our
pricing reflects our commitment to supply customers with the highest value and quality software and
support.
Product Name Quantity Unit Price(Up-Front) Unit Price(Monthly)
Open Platform Suite 1 $0.00 $169.00
Government Transparency Suite 1 $4`475.00 $430.00
Shipping 1 $125.00 $0.00
"u
2 Ouarter9nonno1ion $2OO.00
Estimated Total $4,600'00 $399.00(Monthly)
Quote Expires June 30, 2014
EXHIBIT B
SUPPORT INFORMATION
1. Contact Information. The support staff at Granicus may be contacted by the Client at its mailing
address, general and support-only telephone numbers, and via e-mail or the Internet.
(a) Mailing Address. Mail may be sent to the support staff at Granicus
headquarters, located at 600 Harrison Street, Suite 120, San Francisco, California, 94107.
(b) Telephone Numbers. Office staff may be reached from 8:00 AM to 7:00 PM
Pacific time at (415) 357-3618 or toll-free at (877) 889-5495. The technical support staff may be
reached at(415) 357-3618 opt 1.
F
C,,i. ,3,v'.I? Ca3t ; w'1.r.,?t; for Granicus j>>
F ,_sit may ho soot t'5 ti I' s nopoii _ °.xtt
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2. Support Policy. When Granicus receives notification of an issue from Client, Granicus, Inc.
customer advocate or technical support engineer will respond with notice that they will be actively
working to resolve the issue. Granicus, Inc. will make a good faith effort to give an assessment of the
issue and an estimated time for resolution. Notification shall be the documented time that the Client
either calls or e-mails Granicus, Inc. to notify them of an issue or the documented time that Granicus, Inc.
notifies Client there is an issue. Granicus reserves the right to modify its support and maintenance
policies, as applicable to its customers and licensees generally, from time to time,upon reasonable notice.
3. Scheduled Maintenance. Scheduled maintenance of the Granicus Solution will not be counted as
downtime. Granicus will clearly post that the site is down for maintenance and the expected duration of
the maintenance. Granicus will provide the Client with at least two (2) days prior notice for any
scheduled maintenance. All system maintenance will only be performed during these times, except in the
case of an emergency. In the case that emergency maintenance is required, the Client will be provided as
much advance notice,if any, as possible under the circumstances.
4. Software Enhancements or Modifications. The Client may, from time to time, request
that Granicus incorporate certain features, enhancements or modifications into the
licensed Granicus Software. Subject to the terms and conditions to this exhibit and the
Service Agreement, Granicus and Client will use commercially reasonable efforts to
perform all tasks in the Statement of Work ("SOW"). Upon the Client's request for such
enhancements/modifications, the Client shall prepare a SOW for the specific project that
shall define in detail the Services to be performed. Each such SOW signed by both
parties is deemed incorporated in this exhibit by reference. Granicus shall submit a cost
proposal including all costs pertaining to furnishing the Client with the
enhancements/modifications.
4.1 Documentation. After the SOW has been executed by each party, a detailed requirements
and detailed design document shall be submitted illustrating the complete financial terms that
govern the SOW, proposed project staffing, anticipated project schedule, and other information
relevant to the project. Such enhancements or modifications shall become part of the licensed
Granicus Software.
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4.2 Acceptance. Client understands that all work contemplated by this exhibit is on a "time-
and-materials" basis unless otherwise stated in the SOW. Within ten (10) business days of
Granicus' completion of the milestones specified in the SOW and delivery of the applicable
enhancement/modification to Client, Client will provide Granicus with written notice of its
acceptance or rejection of the enhancement/modification, based on the acceptance criteria set
forth in the SOW. Client agrees that it will not reject any enhancement/modification so long as it
substantially complies with the acceptance criteria.
4.3 Title to Modifications. All such modifications or enhancements shall be the sole property
of the Granicus.
5. Limitation of Liability; Exclusive Remedy. IN THE EVENT OF ANY INTERRUPTION,
GRANICUS' SOLE OBLIGATION, AND CLIENT'S EXCLUSIVE REMEDY, SHALL BE FOR
GRANICUS TO USE COMMERCIALLY REASONABLE EFFORTS TO RESTORE ACCESS AS
SOON AS REASONABLY POSSIBLE.
[End of Support Information]
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10
EXHIBIT C
GRANICUS,INC.
HARDWARE EXHIBIT
THIS HARDWARE EXHIBIT is entered into by Granicus and Client, as an attachment to the Service
Agreement between Granicus and Client, for the hardware components of the Granicus Solution (the
"Hardware")provided by Granicus to Client. This exhibit is an additional part of the Service Agreement
and is incorporated therein by reference. Capitalized terms used but not defined in this exhibit have the
meanings given in the Service Agreement.
1. Price. The price for the Hardware shall be the price specified in the Proposal.
2. Delivery. Any scheduled ship date quoted is approximate and not the essence of this exhibit.
Granicus will select the shipment method unless otherwise mutually agreed in writing. Granicus retains
title to and ownership of all Granicus Software installed by Granicus on the Hardware, notwithstanding
the use of the term"sale" or"purchase."
3. Acceptance. Use of the Hardware by Client, its agents, employees or licensees, or the failure by
Client to reject the Hardware within fifteen (15) days following delivery of the Hardware, constitutes
Client's acceptance. Client may only reject the Hardware if the Hardware does not conform to the
applicable written specifications.
4. Service Response Time. For hardware issues requiring replacement, Granicus, Inc. shall
respond to the request made by the Client within twenty-four (24) hours. Hardware service
repair or replacement will occur within seventy-two (72) hours of determination of a hardware
issue, not including the time it takes for the part to ship and travel to the Client. The Client shall
grant Granicus, Inc. or its representatives access to the equipment for the purpose of repair or
replacement at reasonable times. Granicus, Inc. will keep the Client informed regarding the
timeframe and progress of the repairs or replacement. Once the Hardware is received Client's
responsibilities will include:
a. Mount server on client rack(if applicable)
b. Connecting original network cables.
c. Connecting original audio and video cables (if applicable).
5. LIMITATION OF LIABILITY. GRANICUS SHALL NOT BE LIABLE FOR
CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL
DAMAGES ARISING OUT OF OR RELATING TO THIS EXHIBIT INCLUDING WITHOUT
LIMITATION LOSS OF PROFIT, WHETHER SUCH LIABILITY ARISES UNDER CONTRACT,
TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF
GRANICUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH
DAMAGE COULD HAVE BEEN REASONABLY FORESEEN. IN NO EVENT WILL GRANICUS'
LIABILITY TO CLIENT ARISING OUT OF OR RELATING TO THIS EXHIBIT EXCEED THE
AMOUNT OF THE PRICE PAID TO GRANICUS BY CLIENT FOR THE HARDWARE.
6. Hardware. In the event of malfunction for Hardware provided by Granicus, Hardware will be
repaired or replaced as per the warranty, and as detailed in this Exhibit.
Granicus provides the above mentioned services under Client's acknowledgment that all Granicus tools,
and systems will be installed by the manufacturer chosen by Granicus within the Hardware, provided to
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the client. These software tools have been qualified by Granicus to allow the highest level of service for
the client. While it is Granicus' intention to provide all Clients with the same level of customer care and
warranty, should the Client decline these recommended tools, certain levels of service and warranty may
not guaranteed.
7. Purchased Hardware Warranty. For Hardware purchased from Granicus by Client, Granicus
will provide to Client a three (3) year warranty with respect to the Hardware. Within the three (3) year
warranty period, Granicus shall repair or replace any Hardware provided directly from Granicus that fails
to function properly due to normal wear and tear, defective workmanship, or defective materials.
8. Use of Non-Approved Hardware. The Granicus platform is designed and rigorously tested
based on Granicus-approved Hardware. In order to provide the highest level of support, Granicus
requires the use of Granicus-approved Hardware in your solution. While it is Granicus' intention to
provide all clients with the same level of customer care and continuous software upgrades, Granicus does
not make any guarantees or warranties whatsoever in the event Client uses non-approved hardware.
9. Client Changes to Hardware Prohibited. Client shall not install any software or software
components that have not been agreed upon in advance between client and Granicus technical
staff. While it is Granicus' intention to provide all clients with the same level of customer care, Granicus
does not make any guarantees or warranties whatsoever regarding the Hardware in the event Client
violates this provision.
[end of Hardware Exhibit]
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EXHIBIT D
TRADEMARK INFORMATION
Granicus Registered Trademarks ®
.r granicus
Granicus logo as a mark
Granicus®
MediaVault®
Mobile Encoder®
Outcast Encoder®
StreamReplicator®
Granicus Trademark Names TM
Integrated Public Record.'"
Intelligent RoutingTM
LinkedMinutesT"
LiveManagerT"l
MediaCenter TM
MediaManagertm
MeetingMemberl"
MeetingServerT"
Simulcast Encoder.'"
VoteCastT"
VoteCastT"' Classic
VoteCastT"Touch
Client Trademarks
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EXHIBIT E
TERMINATION OR EXPIRATION OPTIONS REGARDING CONTENT
In case of termination by Client or expiration of the Service Agreement, Granicus and the
Client shall work together to provide the Client with a copy of its Content. The Client shall have
the option to choose one (1) of the following methods to obtain a copy of its Content:
• Option 1: Video/Audio files made available through optional media: data CD, external
hard drive, or Granicus provided FTP site. A CSV, XML, and/or database file will be
included providing clip information, and/or legislative content.
• Option 2: Provide the Content via download from MediaManager or from a special site
created by Granicus. This option shall be provided free of charge.
• Option 3: Granicus shall provide the means to pull the content using the Granicus
Application Programming Interface. This option shall be provided free of charge.
The Client and Granicus shall work together and make their best efforts to transfer the Content
within the sixty (60) day termination period. Granicus has the right to delete Content from its
services after sixty (60) days.
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