2018-687-E BOCC - Granicus Service contract

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DocuSign Envelope ID:7CF26EB6-C8A1-4FA5-BB42-042EFBC099BD Granicus Products and Services other than in accordance with this Agreement.This section 9.1 sets forth Customer's sole and exclusive remedy,and Granicus'entire liability,for any Claim that the Granicus Products and Services or any other materials provided by Granicus violate or infringe upon the rights of any third party. 9.2. Indemnification by Customer. Customer shall defend, indemnify, and hold Granicus harmless from and against any Claims,and shall pay all Losses,to the extent arising out of or related to(a) Customer's (or that of anyone authorized by Customer or using logins or passwords assigned to Customer)use or modification of any Granicus Products and Services;(b)any Customer content; or(c)Customer's violation of applicable law. 9.3. Defense.With regard to any Claim subject to indemnification pursuant to this Section 9:(a)the Party seeking indemnification shall promptly notify the indemnifying Party upon becoming aware of the Claim; (b)the indemnifying Party shall promptly assume sole defense and control of such Claim upon becoming aware thereof;and (c)the indemnified Party shall reasonably cooperate with the indemnifying Party regarding such Claim. Nevertheless, the indemnified Party may reasonably participate in such defense, at its expense, with counsel of its choice, but shall not settle any such Claim without the indemnifying Party's prior written consent.The indemnifying Party shall not settle or compromise any Claim in any manner that imposes any obligations upon the indemnified Party without the prior written consent of the indemnified Party. 10. General 10.1. Relationship of the Parties. Granicus and Customer acknowledge that they operate independent of each other.Nothing in this Agreement shall be deemed or construed to create a joint venture, partnership,agency,or employee/employer relationship between the Parties for any purpose, including, but not limited to,taxes or employee benefits. Each Party will be solely responsible for the payment of all taxes and insurance for its employees and business operations. 10.2. Subcontractors.Granicus agrees that it shall be responsible for all acts and omissions of its subcontractors to the same extent Granicus would be responsible if committed directly by Granicus. 10.3. Headings. The various section headings of this Agreement are inserted only for convenience of reference and are not intended, nor shall they be construed to modify,define, limit,or expand the intent of the Parties. 10.4. Amendments. This Agreement may not be amended or modified except by a written instrument signed by authorized representatives of both Parties.Notwithstanding the foregoing, Granicus retains the right to revise the policies referenced herein at any time, so long as the revisions are reasonable and consistent with industry practices, legal requirements, and the requirements of any third-party suppliers. 10.5. Severability. To the extent permitted by applicable law, the Parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect.In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable,such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect. 10.6. Assignment.Neither Party may assign,delegate,or otherwise transfer this Agreement or any of its rights or obligations hereunder,either voluntarily or by operation of law,without the prior written consent of the other Party (such consent not to be unreasonably withheld); provided, however, that either Party may assign this Agreement without the other Party's consent in the event of any successor or assign that has acquired all, or substantially all,of the 7