2009-073 IT- Granicus Inc. - Service Agreement

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@°~/17/2Q439 11:11 9196443324 FINANCE GRANXCUS, IENC. 3E1tVICE AGREEMENT ~~,,~. ~ RAGE 02 TkIIS SERVICE AGREEMENT (the "Agceertrent"), dated as of Septetxiber 4, 2009 (the "Ef#'ectlve Da#e'~, is enured into between Granicus, Inc. {"Granicus"), a California Corporatiozt, amd the Orange County {the "CUieatt"), a body politic and carparate of the State of North Carolina. Capitalized terms used in this ,Agreement have the tzteanings given them in Sectaort 13. A. WHEREAS, Granicus is in the business o#' developing, licensing, and offerittg far sale various streaming media solutions specializing in J;taternet broadcasting, and related support services; and B. WHEREAS, Granicus desires to provide grid Client desires to (i) pttn;hase the Gxartieus Solutivzt as set. forth in the Proposal attached as xtzib'x~4 to facilitate streaming and distribution of live and archived digital nxedia content, (ii) engage Graxicus to integrate its Granicus Software onto the Customer Website, (iii} use fire Granicus Solware subject to the ternas and conditions. set forth in rhos Agreement, and (iv) contract with Granicus to administer the Streaming Solution thtbugb. the Managed Services set forth in the Proposal. NOW, THEIt)EFORE, izt consideration of the foregoing and the mutual agreerbents, covenants, representations and warranties hercirt contained, the parties hereto agree as follows: 1. GRANICUS S4,F'I'WARE ANI7 MANAGE ~RVICES. l.i Software and Services. Subject to the terms and cotditions of this Agreement, Granicus will provide Client with the Granicus Software, Professional Services, and Managed Services that comprise the Granicus Solution as outlined in the 1roposal attached as Exhibit A. 1.2 The )?~Qposal. The Proposal specifies certain terms, conditions, payments and obligations on the products and services to be provided by Granicus to Client. The Proposal is an additional part of this Agreement and incorporated herein by reference. In the event that any of the provisions of this Agreement are in conflict with the Proposal, the provisions of this Agreement will prevail. 2. GRANT QF LICENSE. 2.1 pwnershiu. Granicus, and/or its third party supplier, owns the copyright aadlar certain proprietary information protectable by law in the Granicus Software. 2.2 Use. Cxirazticus agrees to pro~ride Client with a revocable, non-transferable and non-exclusive account to access the Cnanicus Software listed in the Proposal and a revocable, non- sublicensable, non-transferable and non-exclusive night to use the Granicus Software. All Granicus Software is proprietary to Granicus and protecked by intellectual property la~vs and international intellectual property treaties. I'uxsuant to this Agreement, Client tray use the Granicus Software to perform its own work and work of its customers/constituents. Cancellation. of fire Client's Managed Services will also result in the imrnediate tern~itxation of the Client's Software license as described iu1 Section 2.21aereo~ 2.3 Limited Warranty; Exclusive Remedies. Subject to Sections ~.2 and 7.3 of this Agreement, Granicus warrants that the Cnanicus Software, as provided by Granicus, will substantially perforzxt in accordance with its applicable written specifications for as long as the GxnNrcus,lNC. SBRvIC£.AGRP.BhtBNT t Vct's;on 4.0.1