2018-687-E BOCC - Granicus Service contract

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DocuSign Envelope ID:7CF26EB6-C8A1-4FA5-BB42-042EFBC099BD 2.2. Support.Basic support related to standard Granicus Products and Services is included within the fees paid during the Order Term. Granicus may update its Support obligations under this Agreement,so long as the functionality purchased by Customer is not materially diminished. 2.3. Future Functionality.Customer acknowledges that any purchase hereunder is not contingent on the delivery of any future functionality or features. 2.4. Cooperative Purchasing.To the extent permitted by law and approved by Customer,the terms of this Agreement and set forth in Exhibit A may be extended for use by other municipalities, school districts and governmental agencies upon execution of an addendum or other duly signed writing setting forth all of the terms and conditions for such use. The applicable fees for additional municipalities,school districts or governmental agencies will be provided by Granicus to Customer and the applicable additional party upon written request. 3. Use of Granicus Products and Services and Proprietary Rights 3.1. Granicus Products and Services.The Granicus Products and Services are purchased by Customer as subscriptions during an Order Term specified in Exhibit A. Additional Granicus Products and Services may be added during an Order Term as described in Section 2.1. 3.2. Permitted Use.Subject to the terms and conditions of this Agreement, Granicus hereby grants during each Order Term,and Customer hereby accepts,solely for its internal use, a worldwide, revocable, non-exclusive, non-transferrable right to use the Granicus Products and Services to the extent allowed in Exhibit A(collectively the"Permitted Use").The Permitted Use shall also include the right,subject to the conditions and restrictions set forth herein,to use the Granicus Products and Services up to the levels limited in Exhibit A. 3.2.1. Data Sources. Data uploaded into Granicus Products and Services must be brought in from Customer sources(interactions with end users and opt-in contact lists). Customer cannot upload purchased contact information into Granicus Products and Services without Granicus'written permission and professional services support for list cleansing. 3.2.2. Passwords. Passwords are not transferable to any third party. Customer is responsible for keeping all passwords secure and all use of the Granicus Products and Services accessed through Customer's passwords. 3.2.3. Content.Customer can only use Granicus Products and Services to share content that is created by and owned by Customer and/or content for related organizations provided that it is in support of other organizations but not as a primary communication vehicle for other organizations that do not have a Granicus subscription. Any content deemed inappropriate for a public audience or in support of programs ortopics that are unrelated to Customer,can be removed or limited by Granicus. 3.2.3.1. Disclaimers. Any text, data, graphics, or any other material displayed or published on Customers website must be free from violation of or infringement of copyright,trademark,service mark, patent,trade secret,statutory,common law or proprietary or intellectual property rights of others. Granicus is not responsible for content migrated by Client or any third party. 3.2.4. Advertising. Granicus Products and Services shall not be used to promote products or services available for sale through Customer or any third party unless approved in writing, in advance, by Granicus. Granicus reserves the right to request and review the details of any agreement between Customer and a third party that compensates Customer for the right to have information included in Content distributed or made available through Granicus Products and Services prior to approving the presence of Advertising within Granicus Products and Services. 3.3. Restrictions.Customer shall not: 2