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09/1?/2009 11:11 9196443324 FINANCE <br />PAGE 03 <br />Client pays far axed receives Managed Services. Client's sole and exclusive remedy fox any breach <br />by Granicus o£ this warranty is to xxotify Granicus, with sufficient detail of the nonconformance, <br />and provide Granicus with a reasonable opporturAity to correct or replace t2~e defective Granicus <br />Sofwart. Client agrees to cozzzply with Granicus's reasonable instJUCtions with respect to the <br />alleged defective Granicus Software. <br />2.4 Limitations. Except for the license in Section 2.2, Gxanicus retains alI ownership <br />and proprietary rights in and to the Granicus Software, and Client is not permitted, and will not <br />assist or permit a thud party, to: (a) utilize the Gxatlicus Software in the capacity of a service <br />bureau or on a time share basis; (b} reverse engineer, decontpile or otherwise attczrapt to derive <br />source code from the C,ranicus Software; (c) provide, disclose, or otherwise make available the <br />Gratzicus Software, or copies thereof, to any third party; ox (d) share, loaJ>., or otherwise allow <br />a>Etother Meeting Body, in or outside its jurisdiction, to use the Cranicus Software, or copies <br />thereof, except as expressly outlined izz the Proposal. <br />2.5 Licensee Obligation for Security. Client shall take appropriate action by <br />ixastruction, agreetnent, or otherwise with those of its employees and third party agents having <br />access to the Crxanicus Software to restrict and control the use, copying, modification, disclosure, <br />transfer, protection, and security of such GIanlCUS Software is accordance with the provisions of <br />this ~greetnent. <br />2.6 Licensia~g„~pes. Components of the Cranicus Sof~vaxe axe licensed as follows, as <br />further provided in the Proposal attached as it A: <br />(a) by Site: bandwidth and storage components, MediaManager )basic, lvlediaManager <br />Enterprise, podcasting (both audio-only and audio/video); <br />(b) by Install: Outcast Encoder, MediaVault, StreamReplicator, VotingSystem, <br />Mobi]eEncoder (both audio-only and audio/video); <br />(c) by Meeting Body; MinutesMaker, agenda woxk#low integration, AgerJda Parsers, <br />Closed Captioning. <br />2.7 General. Client and Granicus agree to take reasonable steps to comply with all <br />applicable local, state and federal laws and regulations issued pursuant thereto. <br />CUSTQMER SLJI?PORT• SALE AND Iv1,A,IN~'ENANCE OF ~ WARE <br />3.1 Customer Support. At >u~o additional fee, Granicus will use commercially <br />reasonable efforts to provide Client with reasonable telephone ox a-mail technical support twenty- <br />four (24) hours a day, seven (7} days a week, via the office and alter hours customer support Runes <br />and email address. Support Information is listed in Exhibit E. Additional support of Soltwaie <br />enhanccz~nents or modifications maybe requested by Client subject to Client's payment to Granicus <br />of additional fees. tranieus nlay update a>Ixd revise the Granicus Software periodically anal will <br />provide such updates to Client as they are made available. <br />3.2 Sak anal Maintenance of Hardware. Where the Granicus Solution includes the <br />purchase of Hardware from Granicus, the sale and maintenance of such Hardware shall be <br />governed by the Hardware Exhibit attached as ibis C. <br />GRANICUS, INC. S>r[tv1CB Al3REBMENT 2 Version 4.0.1 <br />