2009-073 IT- Granicus Inc. - Service Agreement

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69'117/2089 11:11 9196443324 FINANCE pA~ 69 11.2 ieus's Options. If the Granicus Software becomes, or in Granicus's opinion is likely to become, the subject of an infringement claim, (,ranicus Wray, 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 deteaxnines that neither of the foreleoing options are reasonably available, Granicus may cease providing the applicable services or require khst Client cease use of ar~d destroy the Granicus Software.. In that event, and provided that Client returns or destroys (and certify to such destruction of) all copies. of the t"'ranicus Software in Client's possession or control, if any, Granicus will refund to Client all license fees paid by Client under ~e current Agreement. 11.3 Limitations of Indemnity. Granicus's obligations under Section 11 do not apply to any claims, damages or liabilities arising out of or relating to any of the following ("Excluded C".lalms"): (i) the combination of the Granicus So#lware with any other software, products, hardware, component, process or material not obtained from Granicus; (ii) any modification to the Granicus Software (unless made by Granicus) if the alleged infringement arises from suci~ modification; (iii) use of the Granicus Software in a mataner aot permitted by or in breach of this Agreement; (iv) Customer's failure to use replacement or modified Granicus Software that provides substantially similar functionality as the original Granicus Software and the replacement or modified Granicus Software would have rendered the Granicus Software noninfringing; or (v) Granicus's compliance with Client's instructions, specifications or requirements. Client will indemnify and hold harmless Granicus with respect to any and all Excluded Claims. 12. l~1lscE>11,;A.~rl4ou s. 12.1 Insurance Requirements. Granicus understatads arad agrees to comply with the standards and requirements that Client has set forth in the Insurance Requirements listed in Ex 'bit F. 12.2 Export Restrictions. The parties will comply with all applicable laws, rules and regulations, including tx.port laws, in its performance under this Agreement. In particular, Client aoletaowledges and agrees that the Granicus Software and other materials provided by Granicus are subject to regulation by U.S. Govetxtment agencies and other governmental authorities, and Client agrees not to directly or indirectly export, re-export or. import arty suet raterials without first obtaini~ all required licenses and permissions. 12.3 Assignment' Succesao~g and Assir~ns. 1Veither this Agreemment nor any rights or obligations herein may be assigned by either party, by operation of law or otherwise, without the written eanse~zt of the other party; provided, however, that, without the consent of the Client, Graxxieu5 may assign this Agreement in connection with a merger, consolidation, assignment, sale ar other disposition of the nxajority of Cnanicus's stack or substantially ail of the assets or business relating to the portion of ~rranieus's operataans that is the subject of this Agreement. This Agreement shall be binding on and inure to the benefit of the patties hereto snd their heirs, legal representatives, successors and permitted assigns. 12.4 Amert~dx„~ent and Waiver. '£kus .A,greemcmt may be arxiended, modified, waived or canceled only in writing signed.. by each of the parties hereto or, it1 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. ~1RnN1CU5, INC. 'S$RV1CR AGRF,k~M$N7 $ VBCS1411 4.0.1