2018-687-E BOCC - Granicus Service contract

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DocuSign Envelope ID:7CF26EB6-C8A1-4FA5-BB42-042EFBC099BD 3.3.1. Misuse any Granicus resources or cause any disruption,including but not limited to,the display of pornography or linking to pornographic material,advertisements,solicitations, or mass mailings to individuals who have not agreed to be contacted; 3.3.2. Use any process, program, or tool for gaining unauthorized access to the systems, networks, or accounts of other parties, including but not limited to, other Granicus customers; 3.3.3. Customer must not use the Granicus Products and Services in a manner in which system or network resources are unreasonably denied to other Granicus clients; 3.3.4. Customer must not use the Services as a door or signpost to another server. 3.3.5. Access or use any portion of Granicus Products and Services,except as expressly allowed by this Agreement or Exhibit A placed hereunder; 3.3.6. Disassemble,decompile,or otherwise reverse engineer all or any portion of the Granicus Products and Services; 3.3.7. Use the Granicus Products and Services for any unlawful purposes; 3.3.8. Export or allow access to the Granicus Products and Services in violation of U.S. laws or regulations; 3.3.9. Except as expressly permitted in this Agreement,subcontract,disclose,rent,or lease the Granicus Products and Services,or any portion thereof,for third party use;or 3.3.10.Modify, adapt, or use the Granicus Products and Services to develop any software application intended for resale which uses the Granicus Products and Services in whole or in part. 3.4. Customer Feedback. Customer assigns to Granicus any suggestion, enhancement, request, recommendation,correction or other feedback provided by Customer relating to the use of the Granicus Products and Services. Granicus may use such submissions as it deems appropriate in its sole discretion. 3.5. Reservation of Rights.Subject to the limited rights expressly granted hereunder,Granicus and/or its licensors reserve all right, title and interest in the Granicus Products and Services, the documentation and resulting product including all related intellectual property rights. Further, no implied licenses are granted to Customer. The Granicus name, the Granicus logo, and the product names associated with the services are trademarks of Granicus or its suppliers,and no right or license is granted to use them. 4. Payment 4.1. Fees.Customer agrees to pay all fees,costs and other amounts as specified in Exhibit A.Annual fees are due upfront according to the billing frequency specified in Exhibit A. Granicus reserves the right to suspend any Granicus Products and Services should there be a lapse in payment.A lapse in the term of Exhibit A will require the payment of a setup fee to reinstate the subscription. All fees are exclusive of applicable state, local,and federal taxes,which, if any,will be included in the invoice.It is Customer's responsibility to provide applicable exemption certificate(s). 4.2. Disputed Invoiced Amounts.Customer shall provide Granicus with detailed written notice of any amount(s) Customer reasonably disputes within thirty(30) days of the date of invoice for said amount(s)at issue.Granicus will not exercise its rights under 4.1 above if Customer has,in good faith, disputed an invoice and is diligently trying to resolve the dispute. Customer's failure to provide Granicus with notice of any disputed invoiced amount(s) shall be deemed to be Customer's acceptance of the content of such invoice. 4.3. Price Increases.Any price increases not negotiated in advance shall be provided by Granicus to Customer at least thirty (30) days prior to the end of the Order Term. Upon each yearly anniversary during the term of this Agreement (including the Initial Term, all Extended Terms, 3