CONTRACT 3110 Service Agreement CLOSEDm �,auum�
m' ' 'N
GRANICUS, INC.
SERVICES AGREEMENT
THIS AGREEMENT, dated as of December 10, 2002is between GRANICUS, INC., a
California Corporation and the City of El Segundo, (the "Client ") a municipal corporation and
general law city.
A. Granicus, Inc. has developed a streaming media solution and Media Management
Software that specializes in Internet Broadcasting.
B. The Client desires to (i) purchase the Granicus Solution which will facilitate
streaming and distribution of live video and audio content, and (ii) engage Granicus, Inc. to
integrate its' Media Management Software onto the Client's existing website, and (iii) contract
with Granicus, Inc. to administer the Streaming Solution through a Managed Services solution, and
(iv) Contract Granicus Inc. to develop custom extension to the Granicus Media Management
Software, which are referred to as custom applications in the attached proposal.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements,
covenants, representations and warranties herein contained, the parties hereto agree as follows:
1. ACQUISITION OF GRANICUS LIVE"" SYSTEM, INSTALLATION.
1.1 installation of Granicus LiveTM System.
(a) Granicus, Inc. shall have the following obligations in connection with the
installation of the Granicus LiveTM System:
(i) inspect the site locations;
(ii) install, set -up and test the Granicus LiveTM System, including, if
necessary, installing the computers, mounting the cameras, connecting the
microphones and cameras and loading any necessary software;
(iii) conduct one initial "train the trainer" training session, using a
combination of written procedures (in English) and hands -on training, on the use
of the Granicus LiveTM System; and
(iv) if necessary assist the Client in provisioning a high - quality
broadband telecommunications line that is accessible to the site locations and that
satisfies any specific system requirements of the Granicus LiveTM System.
(b) The Client shall have the following obligations in connection with the
installation of the Granicus LiveTM System:
Initial here: A� 1 Version 3.6
ni mn e nn �
(i) provide physical space at the site locations that is appropriate and
sufficient for the Granicus LiveTM System, including a controlled access area for
the computers and associated hardware, equipment and accessories; and
(ii) Compensate all costs related to the installation and ongoing
operation of the broadband telecommunications line.
(iii) Compensate all payments as described in section 6.3
1.2 Site Preparation.
(a) The Client shall provide such materials as may reasonably be necessary to
post warnings and other disclaimers at appropriate intervals around the various site
locations within the Client venue where live audio and video streaming will take place and
to provide warnings on tickets, brochures or other similar materials where appropriate.
(b) The Client shall be responsible for maintaining such warnings and
disclaimers and for ensuring that patrons are fully informed regarding the locations and
times when such audio and video streaming will occur.
1.3 Maintenance of Equipment.
(a) For (3) three years after the date of this Agreement, Granicus, Inc. shall
repair or replace any Equipment that fails to function properly due to normal wear and tear,
provided that any such failure is not covered by insurance maintained by the Client.
Granicus, Inc. shall not be responsible, however, for any such failure that is due to other
causes, such as power surge, fire, flood or other casualty, accident, vandalism, misuse or
abuse, alteration of the Equipment or failure of the Client to maintain a proper environment
or otherwise properly care for the Equipment.
(b) Granicus, Inc. has the technology in place to continually monitor all
equipment and should any malfunction appear Granicus, Inc. shall immediately notify the
Client. Granicus, Inc. shall respond to requests to repair or replace any non - functioning
Equipment within 24 hours from the time that notice is received, and the Client shall grant
Granicus, Inc. or its Representative's access to the Equipment for this purpose at
reasonable times. Granicus, Inc. will keep the Client informed regarding the time frame
and progress of the repairs or replacements.
(c) Granicus, Inc. offers continuous customer support and is dedicated to
ensuring that the Client is completely satisfied with Granicus products and services.
Granicus staff is available to the Client 24hrs a day, 365 days a year, via the customer
support lines. All support numbers are listed on the bottom of this contract.
USE OF MEDIA MANAGEMENT SOFTWARE.
2.1 Use. Granicus, Inc. agrees to provide you with a Revocable, non - transferable and
non - exclusive account to access the Media Management Software; and grants you a
Revocable, non- sublicensable, non - transferable and non - exclusive right to use the Media
Management Software. The Media Management Software is proprietary to Granicus, Inc.,
and protected by intellectual property laws and international intellectual property treaties.
Initial here A- 2 Version 3.6
Your access to, and use of the Media Management Software is licensed and not sold. You
are responsible for any applicable costs and taxes associated with your use of the Services,
or use of the Services through your account.
3. CONTENT PROVIDED TO GRANICUS, INC.
3.1 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. The Client shall not provide to
Granicus, Inc., or permit to be provided to Granicus, Inc., any Content that (a) infringes or violates
any third parties' Intellectual Property Rights, rights of publicity or rights of privacy, (b) contains
any defamatory material or any gambling or sexually explicit material, or (c) violates any federal,
state, local or foreign laws, regulations or statutes.
4. ADVERTISING.
4.1 Responsibility. The Client shall be solely responsible for selling any advertising on
the Website, and the placement of such advertising on any portion of the Client Website shall be
solely within the control and discretion of the Client.
5. OWNERSHIP, PROPERTY RIGHTS & SECURITY.
5.1 Content Ownership. The Client shall own all right, title and interest in and to all
Content on a worldwide basis, including, without limitation, all Intellectual Property Rights
relating thereto, (i) with respect to Content captured by cameras or microphones at the venue, at the
time such Content is so captured and prior to the time it is transmitted to the computer at the venue
and (ii) with respect to all other Content, at the time such Content is transmitted or otherwise
provided t o G ranicus, I nc. p ursuant t o this A greement. T o t he a xtent that a ny such C ontent i s
protectable b y c opyright, s uch Content s hall b e d eemed t o b e" works made f or h ire" u rider t he
copyright laws of the United States.
5.2 Trademark Ownership and License.
(a) The Client shall retain all right, title and interest in and to its Trademarks,
including any goodwill associated therewith, subject to the limited license granted to
Granicus, Inc. pursuant to Section 5.2(a) hereof.
(b) Granicus, Inc. shall retain all right, title and interest in and to the Granicus,
Inc. Trademarks, including any goodwill associated therewith, subject to the limited
license granted to the Client pursuant to Section 5.2(b) hereof.
(c) Each party grants to the other a non - exclusive, non - transferable (other than
as provided in Section 7.1 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.
(d) Neither party shall use the other party's Trademarks in a manner that
disparages the other party or its products or services, or portrays the other party or its
products or services in a false, competitively adverse or poor light. Each party shall
Initial here: As 3 Version 3.6
comply with the other party's requests as to the use of the other party's Trademarks and
shall avoid any action that diminishes the value of such Trademarks.
5.3 Security of Data. Granicus, Inc. will take commercially reasonable efforts to
protect and control access to Client Content. However, Granicus, Inc. makes no guarantee and
assumes no liability for the security of any of Client Content or other data provided to Granicus,
Inc., including any of Client Content or data placed on any servers including "secure servers."
Client will be responsible for the creation and protection of username and password. In no event
shall Granicus, Inc. be liable for any direct, indirect or other damages arising out of any breach of
security or otherwise. Any personally identifiable information that Granicus, Inc. collects from
Client via the System will be subject to Granicus, Inc. Policy on Privacy and Confidentiality.
5.4 Granicus, Inc. represents and warrants that the Media Management Software is the
result of its sole efforts unless otherwise stated in this Agreement. Except as otherwise
disclosed in this Agreement, the software is unique and original and does not infringe upon
any copyright or patent. With regard to bundled software, Granicus, Inc. represents that it
has verified that the software is unique and original and to the best of its belief does not
infringe upon any copyright or patent.
5.5 Protection Against Infringement; Indemnification for Intellectual Property
Warranties.
Granicus, Inc. will, at its own expense, defend Client against any claim that the software
furnished under this Agreement infringes a patent or copyright in the United States or
Puerto Rico. In such event, Granicus, Inc. will pay all costs damages and attorney's fees
that a court finally awards as a result of such claim. To qualify for such defense and
payment, Client must (i) give Granicus, Inc. prompt written notice of any such claim; and
(ii) allow Granicus, Inc. to control, and fully cooperate with Granicus, Inc. in the defense
and all related settlement negotiations. Client agrees that if the use of the software
becomes, or Granicus, Inc. believes is likely to become, the subject of such an intellectual
property claim, Client will permit Granicus, Inc., at its option and expense, either to secure
the right for Client to continue using the software or to replace it with comparable
software, with a prorata refund of the money paid by Client for the then current term of the
Agreement. This Section states Granicus, Inc.'s entire obligation to City regarding
infringement or the like.
5.6 Public Records Act. The Parties to this Agreement understand and agree that the
software, photographs, and any other data affected by this Agreement are subject to the
requirements, exceptions and exemptions set forth in the California Public Records Act.
6. MANAGED SERVICES FEES
6.1 Terms of Agreement
(a) Granicus, Inc. agrees to provide the Client the hosting, storage, and
bandwidth necessary for the Client to broadcast its content to the Internet for at least three
(3) years in accordance with one of the service plans listed in The Proposal.
Initial here: 4 Version 3.6
(b) The Client agrees to purchase hosting, storage, and bandwidth necessary
for the Client to broadcast its content to the Internet for at least three (3) years in
accordance with one of the service plans listed in The Proposal.
6.2 Managed Service Plans
The Client w ill choose from o ne o f the Managed Service Plans listed on The Proposal.
The Client can change its service plan at any time by providing Granicus, Inc. with 30 days
notice.
All in anaged services plans are billed o n a in onthly b asis, and require the first and last
months fees be paid during the initial setup. All plans include full managed services and
complete monitoring and maintenance of your on site Granicus LiveTM systems. Pricing is
based on a set fee for standard system maintenance, monitoring, and variable usage fees.
6.3 Payment of Maintenance Fees
(a) Upon execution of this Agreement, the Client agrees to pay Granicus, Inc.
the first and last month's Managed Service Fees from The Proposal.
(b) Thereafter, the Client agrees to pay the monthly fees to Granicus, Inc. by
the first day of the month a month in advance of services.
(c) Payment for Granicus Solution shall be made upon execution of this
Agreement. Client agrees to pay the fee as set forth in the Proposal.
(d) In the event that the Client's usage has increased during the month,
Granicus, Inc. will bill the Client for the increased amount on the month immediately
following that in which the expenses were incurred.
6.4 Cancellation of Managed Service Plan
(a) In the event of a cancellation of Managed Services by Client within (12)
months from the "live" date, the Client will be responsible for paying the amount due for
the remainder of the first year.
(b) Cancellation of Clients Managed Services will also result in the immediate
termination of Clients Media Management Software license as described in Section 2.1
7. CONFIDENTIAL INFORMATION & OWNERSHIP.
7.1 Disclosure. E xcept t o t he a xtent n ecessary a s c ontemplated b y this A greement,
each party agrees not to disclose any Confidential Information to any person and agrees to use its
best efforts to prevent inadvertent disclosure of any Confidential Information to any person.
Without limiting the generality of the preceding sentence, each party agrees to treat the
Confidential Information of the other party with at least the degree of care that such party treats
similar information of its own. Each party may disclose such Confidential Information to a court
Initial here: % 5 Version 3.6
or other governmental authority to the extent that such disclosure is required by governmental
order or by law; provided that the receiving party shall (a) notify the disclosing party in writing of
such required disclosure as soon as reasonably possible prior to such disclosure, specifying in detail
the reasons why such disclosure is required, (ii) use its commercially reasonable efforts at its
expense to cause such disclosed Confidential Information to be treated by such governmental
authority as trade secrets and as confidential, and (iii) use its commercially reasonable efforts at its
expense to obtain such other protective orders and protections with respect thereto as the disclosing
party may reasonably request.
7.2 Use. Each party agrees not to use any Confidential Information for any purpose
whatsoever except to the extent necessary as contemplated by this Agreement. Each party agrees
not to d isclose t he C onfidential I nformation t o a ny of i is R epresentatives a xcept t hose who a re
required to have the Confidential Information in connection with such purpose and then only if
such Representative is either subject to a written confidentiality agreement that would cover the
confidential treatment of the Confidential Information or otherwise subject to fiduciary obligations
of confidentiality that would cover the confidential treatment of the Confidential Information.
7.3 Termination of Confidentiali y Obligations. The obligations of this Article 7 shall
terminate with r espect t o any p articular p ortion of t he C onfidential I nformation when receiving
party can prove by appropriate documentation that such Confidential Information (a) was
previously ]mown to the receiving party as shown by the receiving party's files at the time of
disclosure thereof, (b) was already in the public domain at the time of the disclosure thereof, or (c)
entered the public domain through no action of the receiving party subsequent to the time of the
disclosure thereof.
8. INDEMNIFICATION.
8.1 Indemnification by the Client. The Client agrees to indemnify, defend and hold
harmless Granicus, Inc. and its subsidiaries and affiliates, and any of their respective officers,
directors, shareholders, agents, attorneys, successors and assigns, from and against all Losses based
upon, arising out of, or in connection with, (a) any untrue representation of, or breach of warranty
by, the Client in any part of this Agreement, (b) the operation of the business of the Client, (c) any
claim that the Content infringes or violates any third parties' Intellectual Property Rights, rights of
publicity or rights of privacy, including, without limitation, any claims arising out of the failure of
the Client to properly maintain the warnings and disclaimers provided in Section 1.2(a) hereof, (d)
any claim that the Content contains any defamatory material or any gambling or sexually explicit
material or any other claim of personal injury with respect to the Content, (e) any claim that the
Content violates any federal, state, local or foreign laws, regulations or statutes, (f) any claim of a
copy right infringement on the Content up to the time the Content becomes the property of
Granicus, Inc., and (g) any claim from any talent that the Client uses to provide Content.
8.2 Indemnification by Granicus, Inc. In addition to the obligations stated
above,Granicus, Inc. agrees to indemnify, defend and hold harmless the Client and its subsidiaries
and affiliates, and any of their respective officers, directors, shareholders, agents, attorneys,
successors and assigns, from and against all 1 osses based upon, arising out o f, o r i n connection
with, (a) any untrue representation of, or breach of warranty by, Granicus, Inc. in any part of this
Agreement, and (b) any claim for damages arising from property or personal injury, including
death, caused by Granicus, Inc. through negligence or otherwise including, without limitation,
damages arising from Granicus, Inc.'s employees entering onto Client's property.
Initial here 6 Version 3.6
8.3 Claims for Indemnification.
(a) General. The parties intend that all indemnification claims be made as
promptly as practicable by the party seeking indemnification ( the "Indemnified Party").
Whenever any claim shall arise for indemnification hereunder, the Indemnified Party shall
promptly notify the party from whom indemnification is sought (the "Indemnifying Party")
of the claim, and the facts constituting the basis for such claim. The failure to so notify the
Indemnifying Party shall not relieve the I ndemnifying P arty of a ny 1 iability that i t may
have to the Indemnified Party except to the extent the Indemnifying Party demonstrates
that the defense of such action is directly and materially prejudiced thereby.
(b) Claims by Third Parties. With respect to claims made by third parties, the
Indemnifying P arty s hall b e e ntitled t o a ssume c ontrol of t he d efense o f s uch a ction or
claim with counsel reasonably satisfactory to the Indemnified Party; provided, however,
that:
(i) the Indemnified Party shall be entitled to participate in the defense
of such claim and to employ counsel at its own expense to assist in the handling of
such claim;
(ii) no Indemnifying Party shall consent to the entry of any judgment
or enter into any settlement (A) that does not include as an unconditional term
thereof the giving by each claimant or plaintiff to each Indemnified Party of a
release from all liability in respect to such claim, or (B) if, pursuant to or as a result
of such consent or settlement, injunctive or other equitable relief would be
imposed against the Indemnified Party or such judgment or settlement could
materially interfere with the business, operations or assets of the Indemnified
Party; and
(iii) if the Indemnifying Party does not assume control of the defense
of such claim in accordance with the foregoing provisions within 15 days after
receipt of notice of the claim, the Indemnified Party shall have the right to defend
such claim in such manner as it may deem appropriate at the cost and expense of
the Indemnifying Party, and the Indemnifying Party shall promptly reimburse the
Indemnified Party therefore.
9. DISCLAIMER OF WARRANTY, OF LIABILITY.
9.1 Disclaimer of Warranty. EXCEPT AS EXPRESSLY PROVIDED IN THIS
AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE
SUBJECT M ATTER OF T HIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL
IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES
REGARDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
9.2 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE
FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL
DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST PROFITS OR
LOST SAVINGS), WHETHER BASED IN CONTRACT, TORT OR OTHERWISE,
REGARDLESS OF WHETHER THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES EXCEPT AS PROVIDED BY LAW INCLUDING, WITHOUT
LIMITATION, THE GOVERNMENT FALSE CLAIMS ACT (GOVERNMENT CODE §§
Initial here 7 Version 3.6
12650, ET SEQ.).
10. TERM AND TERMINATION.
10.1 Term. The term of this Agreement shall commence on the date hereof and shall
continue in full force and effect for three (3) years after the date hereof. This Agreement shall
automatically renew for additional terms of (1) one year each, unless either party notifies the other
in writing at least 60 days' prior to such automatic renewal that it does not wish to renew this
Agreement.
10.2 Termination. Notwithstanding Section 7.1 hereof, this Agreement may be
terminated, in whole or in part, pursuant to the following terms and conditions:
(a) by mutual written consent of the parties hereto;
(b) by either party if there has been a material default or breach on the part of
the other party in any of its representations, warranties, covenants or obligations contained
in this Agreement and such default or breach is not cured within 30 days following written
notice from the non - breaching party;
(c) by either party immediately on written notice to the other party in the
event the other party shall file a petition for a liquidation in bankruptcy, be declared
bankrupt, make an assignment for the benefit of creditors, go into liquidation or
receivership, or otherwise lose legal control of its business;
(d) by Granicus, Inc. if there has been a Change in Ownership of the Client,
provided that Granicus, Inc. provides written notice to the Client prior to, or within 60 days
after, such Change in Ownership; or
(e) by Client at any time with or without cause.
10.3 Obligations Upon Termination. Upon any termination of this Agreement, the
following shall apply:
(a) The parties shall remain responsible for any payments that have become
due and owing as of the effective date of termination.
(b) The provisions of Articles 7, 8 and 9 hereof (together with all other
provisions that reasonably may be interpreted as surviving termination of this Agreement)
shall survive termination of this Agreement and continue in full force and effect.
(c) Except as provided in Article 10 hereof, no party shall have any liability
upon any termination of this Agreement.
10.4 Change in Ownership. Prior to consummating, or concurrently with the
consummation of, any Change in Ownership of the Client, the Client shall obtain any acquiring
party's written agreement to be bound by all of the terms and conditions of this Agreement.
Initial here: _,aw 8 Version 3.6
W„
11. MISCELLANEOUS.
11.1 Assi ment• Successors and Assigps. Neither this A greement nor any rights or
obligations herein may be assigned by either party, by operation of law or otherwise, without the
written consent of the other party; provided, however, that, without the consent of the Client,
Granicus, Inc. may assign this Agreement in connection with a merger, consolidation, assignment,
sale or other disposition of substantially all of the assets or business relating to the portion of the
Granicus, Inc.' operations that is the subject of this Agreement. This Agreement shall be binding
on and inure to the benefit of the parties hereto and their heirs, legal representatives, successors and
permitted assigns.
11.2 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. Client's city manager may execute any such amendment on Client's
behalf. No failure or delay by either party in exercising any right or remedy under this Agreement
shall waive any provision of this Agreement nor shall any single or partial exercise by either party
of any right or remedy under this Agreement preclude either of them from otherwise or further
exercising these rights or remedies or any other rights or remedies granted by any law or any other
document.
11.3 Governing Law. The laws of the State of California shall govern the validity,
construction, and performance of this Agreement, without regard to the conflict of laws provisions
of any jurisdictions. Any legal proceeding related to this Agreement shall be brought in Los
Angeles County, and each of the parties hereto consents to the exclusive jurisdiction of that court
for this purpose.
11.4 Construction. 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 to any
extent invalid under applicable law in any jurisdiction, that provision shall still be effective to the
extent it remains valid. The remainder of this Agreement also shall continue to be valid, and the
entire Agreement shall continue to be valid in other jurisdictions.
11.5 Counterparts. This Agreement may be executed in two or more counterparts, each
of which shall constitute an original, but all of which, when taken together, shall constitute one and
the same instrument.
11.5 Entire Agreement. This Agreement supersedes all previous and contemporaneous
oral negotiations, commitments, writing, and understandings among the parties hereto concerning
the matters in this Agreement.
11.7 Notices. All notices and other communications required or permitted under this
Agreement must be in writing and must be hand delivered or sent by registered first -class mail,
postage prepaid or by overnight courier service. Such notices or other communications shall be
effective upon receipt if hand delivered, and five (5) business days after mailing (or, for overnight
courier, the number indicated in the mailing instructions) if sent, in the case of the Client, to the
address set forth below and, in the case of Granicus, Inc., to its principal executive offices to the
attention of the Chief Executive Officer, or at such other address for a party as may be specified by
like notice.
Initial here 9 Version 3.6
12. DEFINITIONS.
In addition to the capitalized terms otherwise defined herein, the following additional
capitalized terms shall have the meanings set forth below, unless the context clearly otherwise
requires:
12.1 "Change in Ownership" shall mean (a) the acquisition of the Client by another
person or entity by means of any transaction or series of related transactions (including, without
limitation, any purchase of equity interests, reorganization, merger or consolidation, but excluding
any merger effected exclusively for the purpose of changing the domicile of the Company), or the
sale, lease, exchange or other transfer or disposition of all or substantially all of the assets of the
Client, unless, in connection with such acquisition or disposition of assets, the Client's equity
owners as constituted immediately prior to such acquisition or disposition shall, immediately after
such acquisition or disposition (by virtue of equity interests issued as consideration for the Client's
acquisition or disposition or otherwise) hold, or have the power or right to direct the voting of,
equity interests representing more than 50% of the voting power of the surviving or acquiring
entity; (b) the approval by the equity owners of any plan or proposal for the liquidation or
dissolution of the Client; or (c) any other change in control of the Client.
12.2 "Confidential Information" shall mean 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,
programs, software, inventions, processes, know -how, chip designs, mask works, designs,
drawings and any other documentation), 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, in all types of disks, diskettes, computer memory or storage or other
media, or by drawings or inspection of physical items, and whether or not modified or merged into
other materials); provided, however, that the term "Confidential Information" shall not include the
Content that is intended to be published on the Website.
12.3 "Content" shall mean any and all information, data, documents, graphics, video,
audio, images, sounds and other content that is streamed or otherwise transmitted or provided by,
or on behalf of, the Client to Granicus, Inc.
12.4 " Granicus Solution" shall mean the product specified in your proposal henceforth
identified as Proposal hereto.
12.5 "Equipment" shall mean the hardware components of the Granicus Solution.
12.6 "The Proposal" shall mean the document which specifies the Products or Services
the Client chooses to utilize from Granicus, Inc.
12.7 "Media Management Software" shall mean all software included with the Granicus
Solution including but not limited to the web application used to administer streaming media.
12.8 "Intellectual Pro a Ri hts" shall mean all right, title and interest in and to any
and all intellectual property rights throughout the world, including, without limitation, any and all
patents, patent applications, copyrights, copyright applications, moral rights, trademarks, trade
secret rights, rights to know -how, inventions and algorithms, and any and all similar or equivalent
rights throughout the world.
Initial here: AL 10 'V'ersion 3.6
12.9 "Losses" shall mean demands, claims, complaints, actions or causes of action,
suits, proceedings, investigations, arbitrations, assessments, fines, penalties, judgments, losses,
damages (including diminution in value), liabilities, obligations, and any costs and expenses,
including without limitation interest, penalties, investigative costs and reasonable attorneys' fees.
12.10 "Representatives" shall mean the officers, directors, employees, agents, attorneys,
accountants, financial advisors and other representatives of a party.
12.11 "Trademarks" shall mean, with respect to each party to this Agreement, all
trademarks, trade names and logos of such party listed on Exhibit C attached hereto and any other
trademarks, trade names and logos that such parry may specify in writing to the other party from
time to time.
12.12 "Client Website" shall mean, collectively, the web site of any Granicus, Inc. client
that is hosted by Granicus, Inc.
12.13 "Managed Services" shall mean monthly fees paid to Granicus, Inc. by Client for
bandwidth usage associated with live and archived Internet streaming, data storage, and Granicus
Solution maintenance and monitoring.
12.14 "Live" shall mean the time at which "Managed Services" are activated and
monthly billing begins.
12.15 "Revocable" shall mean that your right to use or access the media management
software shall be annulled because you have either discontinued your use of a Granicus Managed
Services program, failed to pay any Granicus fees for more than 30 days, or breached the terms of
this contract.
Initial here: 11 Version 3.5
1
W
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
above written.
GRANICUS, INC.
By:
Thomas A. Spengler
Its: Chief Executive Officer
Address:
589 Howard St. Floor 5
San Francisco, CA 94105
Its: City Manager
Address
350 Main Street
E1 Segundo, CA 90245
Date: /.,-.
r'/1T�li�
Initial here: 12 Version 3.6