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DocuSign Envelope ID:7CF26EB6-C8A1-4FA5-BB42-042EFBC099BD <br /> Master Subscription Agreement <br /> This Master Subscription Agreement("Agreement) is entered into and effective 2018 <br /> ("Effective Date") by and between [Customer] ("Customer") and Granicus, LLC, a Minnesota Limited <br /> Liability Company d/b/a Granicus("Granicus").Customer and Granicus may each be referred to herein as <br /> "Party"or collectively as"Parties". <br /> By accessing the Granicus Products and Services, Customer accepts this Agreement. Due to the rapidly <br /> changing nature of digital communications, this Agreement may be updated from time to time at <br /> Granicus'sole discretion.Notification to Customer will be via email or posting to the Granicus website. <br /> 1. Definitions.In addition to terms defined elsewhere in this Agreement,the following terms shall have <br /> the meaning specified: <br /> "Agreement Term" means the total time covered by the Initial Term and all Extension Terms for <br /> Exhibit A under this Agreement,further specified in Section 7.1. <br /> "Extension Term"any term that increases the length of the Initial Term of this Agreement or Exhibit <br /> A. <br /> "Granicus Products and Services" means the products and services made available to Customer <br /> pursuant to this Agreement,which may include Granicus products and services accessible for use by <br /> Customer on a subscription basis("Software-as-a-Service"or"SaaS"),Granicus professional services, <br /> content from any professional services or other required equipment components or other required <br /> hardware,as specified in Exhibit A. <br /> "Initial Term"shall have the meaning specified in Exhibit A between Granicus and Customer for the <br /> first duration of performance that Customer has access to Granicus Products and Services. <br /> "Order"means a written order,proposal,or purchase document in which Granicus agrees to provide <br /> and Customer agrees to purchase specific Granicus Products and Services. <br /> "Order Term"shall mean the then-current duration of performance identified on Exhibit A,for which <br /> Granicus has committed to provide,and Customer has committed to pay for,Granicus Products and <br /> Services. <br /> "Statement of World"or"Exhibit A" means a written order, proposal,or purchase document that is <br /> signed by both Parties and describes the Granicus Products and Services to be provided and/or <br /> performed by Granicus. Exhibit A shall describe the Parties' performance obligations and any <br /> assumptions or contingencies associated with the implementations of the Granicus Products and <br /> Services,as specified in Exhibit A placed hereunder. <br /> "Support" means the ongoing support and maintenance services performed by Granicus related to <br /> the Granicus Products and Services as specified in Exhibit A placed between the Parties. <br /> 2. Ordering and Scope <br /> 2.1. Ordering Granicus Products and Services.The Parties may execute one or more Order or Exhibit <br /> A related to the sale and purchase of Granicus Products and Services. Exhibit A will generally <br /> include an itemized list of the Granicus Products and Services as well as the Order Term for such <br /> Granicus Products and Services. Exhibit A must, generally, be signed by the Parties; although, <br /> when a validly-issued purchase order by Customer accompanies Exhibit A, then the Order or <br /> Exhibit A need not be executed by the Parties. Exhibit A shall be governed by this Agreement <br /> regardless of any pre-printed legal terms Exhibit A,and by this reference is incorporated herein. <br /> 1 <br />