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GRANICUS, INC. SERVICE AGREEMENT
THIS SERVICE AGREEMENT (the "Agreement"), dated as of April 26, 2011 (the
"Effective Date"), is entered into between Granicus, Inc. ("Granicus"), a California Corporation,
and Town of Los Altos Hills(the"Client").
A. WHEREAS, Granicus is in the business of developing, licensing, and offering for
sale various streaming media solutions specializing in Internet broadcasting, and related support
services;and
B. WHEREAS, Granicus desires to provide and Client desires to (i) purchase the
Granicus Solution as set forth in the Proposal, which is attached as Exhibit A, and incorporated
herein, to facilitate streaming and distribution of live and archived digital media content, (ii)
engage Granicus to integrate its Granicus Software onto the Client Website, (iii) use the Granicus
Software subject to the terms and conditions set forth in this Agreement, and (iv) contract with
Granicus to administer the Granicus Solution through the Managed Services set forth in Exhibit A.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements,
covenants,representations and warranties herein contained,the parties hereto agree as follows:
1. GRANICUS SOFTWARE AND MANAGED SERVICES.
1.1 Software and Services. Subject to the terms and conditions of this Agreement,
Granicus will provide Client with the Granicus Software, Professional Services, and Managed
Services that comprise the Granicus Solution as outlined in Exhibit A.
2. GRANT OF LICENSE.
2.1 Ownership. Granicus, and/or its third party supplier, owns the copyright and/or
certain proprietary information protectable by law in the Granicus Software.
2.2 Use. Granicus agrees to provide Client with a revocable, non-transferable and
non-exclusive account to access the Granicus Software listed in the Solution Description and a
revocable, non-sublicensable, non-transferable and non-exclusive right to use the Granicus
Software. All Granicus Software is proprietary to Granicus and protected by intellectual property
laws and international intellectual property treaties. Pursuant to this Agreement, Client may use
the Granicus Software to perform its own work and work of its customers/constituents.
Cancellation of the Client's Managed Services will also result in the immediate termination of the
Client's Software license as described in Section 2.2 hereof.
2.3 Limited Warranty; Exclusive Remedies. Subject to Sections 6.1 and 6.2 of this
Agreement, Granicus warrants that the Granicus Software, as provided by Granicus, will
substantially perform in accordance with its applicable written specifications for as long as the
Client pays for and receives Managed Services. Client's sole and exclusive remedy for any breach
by Granicus of this warranty is to notify Granicus, with sufficient detail of the nonconformance,
and provide Granicus with a reasonable opportunity to correct or replace the defective Granicus
Software. Client agrees to comply with Granicus' reasonable instructions with respect to the
alleged defective Granicus Software.
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2.4 Limitations. Except for the license in Section 2.2, Granicus retains all ownership
and proprietary rights in and to the Granicus Software, and Client is not permitted, and will not
assist or permit a third party, to: (a) utilize the Granicus Software in the capacity of a service
bureau or on a time share basis; (b) reverse engineer, decompile or otherwise attempt to derive
source code from the Granicus Software; (c) provide, disclose, or otherwise make available the
Granicus Software, or copies thereof, to any third party; or (d) share, loan, or otherwise allow
another Meeting Body, in or outside its jurisdiction, to use the Granicus Software, or copies
thereof,except as expressly outlined in the Proposal.
3. PAYMENT OF FEES
3.1 Client agrees to pay all costs as outlined in Exhibit A.
3.2 Monthly billing for Managed Services shall begin forty-five (45) days after the
receipt of a fully executed Agreement or the receipt of a purchase order for the up-front costs,
whichever occurs first,as agreed upon in Exhibit A.
3.3 Client agrees to pay all invoices from Granicus within thirty(30)days of receipt of
invoice, provided that Client agrees to pay the Managed Services Fee to Granicus on a monthly
basis,no later than the first day of each month in advance of services. Granicus,Inc. shall send all
invoices to:
Town of Los Altos Hills
Attn.Accounts Payable
26379 Fremont Road
Los Altos Hills,CA 94022
3.4 Upon renewal of this Agreement, Granicus may include (in which case Client
agrees to pay) a maximum increase of the current CPI percentage rate (as found at The Bureau of
Labor and Statistics website ) or three (3) percent a year on Client's
Managed Services Fee,whichever is larger.
3.5 Training Cancellation Policies. Granicus' policies on Client cancellation of
scheduled trainings are as follows:
(a) Onsite Training. For any cancellations within forty-eight(48)hours of the
scheduled onsite training, Granicus, at its sole discretion, may invoice the Client for one
hundred (100) percent of the purchased training costs and all travel expenses, including
any incurred third party cancellation fees. Subsequent training will need to be purchased
and scheduled at the previously quoted pricing.
(b) Online Training. For any cancellations within twenty-four(24)hours of
the scheduled online training, Granicus, at its sole discretion, may invoice the Client for
fifty (50) percent of the purchased training costs, including any incurred third party
cancellation fees. Subsequent training will need to be purchased and scheduled at the
previously quoted pricing.
3.6 Additions. Granicus,at its' sole discretion,may add features or functionality to
existing product suite bundles for various reasons, including to enhance Granicus'offerings,
or improve user satisfaction. During the initial period of this Agreement,the customer understands
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that the use of these additional products is included in the originally agreed upon monthly managed
services fees.
At contract renewal, the customer acknowledges that this added functionality may have
additional monthly managed service charges associated with it and that monthly managed services
rates on renewals may have a higher rate than preceding years.
4. CONTENT PROVIDED TO GRANICUS
4.1 Responsibility for Content. The Client shall have sole control and responsibility
over the determination of which data and information shall be included in the Content that is to be
transmitted, including, if applicable, the determination of which cameras and microphones shall be
operational at any particular time and at any particular location. However, Granicus has the right
(but not the obligation) to remove any Content that Granicus believes violates any applicable law
or this Agreement.
4.2 Restrictions. Client shall not provide Granicus with any Content that: (i) infringes
any third party's copyright, patent, trademark, trade secret or other proprietary rights; (ii)violates
any law, statute, ordinance or regulation, including without limitation the laws and regulations
governing export control and e-maillspam;(iii)is defamatory or trade libelous; (iv)is pornographic
or obscene, or promotes, solicits or comprises inappropriate, harassing, abusive, profane,
defamatory, libelous, threatening, indecent, vulgar, or otherwise objectionable or constitutes
unlawful content or activity; (v)contains any viruses, or any other similar software, data, or
programs that may damage,detrimentally interfere with, intercept, or expropriate any system,data,
information,or property of another.
5. TRADEMARK OWNERSHIP. Granicus and Client's Trademarks are listed in the
Trademark Information exhibit attached as Exhibit D.
5.1 Each Party shall retain all right, title and interest in and to their own Trademarks,
including any goodwill associated therewith, subject to the limited license granted to the Client
pursuant to Section 6 hereof. Upon any termination of this Agreement,each Party's right to use the
other Patty's Trademarks pursuant to this Section 5 terminates.
5.2 Each party grants to the other a non-exclusive, non-transferable (other than as
provided in Section 5 hereof), limited license to use the other party's Trademarks as is reasonably
necessary to perform its obligations under this Agreement,provided that any promotional materials
containing the other party's trademarks shall be subject to the prior written approval of such other
party,which approval shall not be unreasonably withheld.
6. LIMITATION OF LIABILITY
6.1 Warranty Disclaimer. Except as expressly provided herein, Granicus' services,
software and deliverables are provided"as is"and Granicus expressly disclaims any and all express
or implied warranties, including but not limited to implied warranties of merchantability, non-
infringement of third party rights, and fitness for a particular purpose. Granicus does not warrant
that access to or use of its software or services will be uninterrupted or error free. In the event of
any interruption, Granicus' sole obligation shall be to use commercially reasonable efforts to
restore access.
6.2 Limitation of Liabilities. To the maximum extent permitted by applicable law,
Granicus and its suppliers and licensors shall not be liable for any indirect, special, incidental,
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consequential,or punitive damages,whether foreseeable or not, including but not limited to: those
arising out of access to or inability to access the services, software, content, or related technical
support; damages or costs relating to the loss of: profits or revenues,goodwill,data(including loss
of use or of data, loss or inaccuracy or corruption of data); or cost of procurement of substitute
goods, services or technology, even if advised of the possibility of such damages and even in the
event of the failure of any exclusive remedy. In no event will Granicus' and its suppliers' and
licensors' liability exceed the amounts paid by client under this agreement regardless of the form of
the claim (including without limitation, any contract, product liability, or tort claim (including
negligence,statutory or otherwise).
7. CONFIDENTIAL INFORMATION&OWNERSHIP.
7.1 Confidentiality Obligations. Confidential Information shall mean all proprietary or
confidential information disclosed or made available by the other party pursuant to this Agreement
that is identified as confidential or proprietary at the time of disclosure or is of a nature that should
reasonably be considered to be confidential, and includes but is not limited to the terms and
conditions of this Agreement, and all business, technical and other information (including without
limitation, all product, services, financial, marketing, engineering, research and development
information, product specifications, technical data, data sheets, software, inventions, processes,
training manuals,know-how and any other information or material),disclosed from time to time by
the disclosing party to the receiving party, directly or indirectly in any manner whatsoever
(including without limitation, in writing, orally, electronically, or by inspection); provided,
however,that Confidential Information shall not include the Content that is to be published on the
website(s)of Client.
7.2 Each party agrees to keep confidential and not disclose to any third party, and to
use only for purposes of performing or as otherwise permitted under this Agreement, any
Confidential Information. The receiving party shall protect the Confidential Information using
measures similar to those it takes to protect its own confidential and proprietary information of a
similar nature but not less than reasonable measures. Each party agrees not to disclose the
Confidential Information to any of its Representatives except those who are required to have the
Confidential Information in connection with this Agreement and then only if such Representative is
either subject to a written confidentiality agreement or otherwise subject to fiduciary obligations of
confidentiality that cover the confidential treatment of the Confidential Information.
7.3 Exceptions. The obligations of this Section 7 shall not apply if receiving party can
prove by appropriate documentation that such Confidential Information (i) was known to the
receiving party as shown by the receiving party's files at the time of disclosure thereof, (ii) was
already in the public domain at the time of the disclosure thereof, (iii) entered the public domain
through no action of the receiving party subsequent to the time of the disclosure thereof, or(iv) is
required by law or government order to be disclosed by the receiving party, provided that the
receiving party shall(i)notify the disclosing party in writing of such required disclosure as soon as
reasonably possible prior to such disclosure, (ii) use its commercially reasonable efforts at its
expense to cause such disclosed Confidential Information to be treated by such governmental
authority as trade secrets and as confidential.
8. TERM
8.1 The term of this Agreement shall commence on the date hereof and shall continue
in full force and effect for eighteen (18) months after the date hereof. This Agreement shall
automatically renew for an additional three (3) terms of one (I) year each, unless either party
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notifies the other in writing at least thirty (30) days prior to such automatic renewal that the party
does not wish to renew this Agreement
8.2 Rights Upon Termination. Upon any expiration or termination of this Agreement,
and unless otherwise expressly provided in an exhibit to this Agreement:
(a) Client's right to access or use the Granicus Solution, including Granicus
Software,terminates and Granicus has no further obligation to provide any services;
(b) Client has the right to keep any purchased hardware, provided that Client
removes and/or uninstalls any Granicus Software on such hardware. However, if Client
has received hardware as part of a Granicus Open Platform Suite solution("Open Platform
Hardware"), Client understands that they are leasing the Open Platform Hardware. Upon
termination of this Agreement, Client shall immediately return the Open Platform
Hardware to Granicus, Inc. The Open Platform Hardware must be returned within fifteen
(15) days of termination, and must be in substantially the same condition as when
originally shipped,subject only to normal wear and tear;and
(c) Client shall immediately return the Granicus Software and all copies
thereof to Granicus, and within thirty (30) days of termination, Client shall deliver a
written certification to Granicus certifying that it no longer has custody of any copies of the
Granicus Software.
8.3 Obligations Upon Termination. Upon any termination of this Agreement,
(a) the parties shall remain responsible for any payments that have become
due and owing up to the effective date of termination;
(b) the provisions of 2.1,2.4,3,4, 5, 6.1, 6.2, 7, 8.3, and 10 of the agreement,
and applicable provisions of the Exhibits intended to survive, shall survive termination of
this Agreement and continue in full force and effect;
(c) pursuant to the Termination or Expiration Options Regarding Content,
Granicus shall allow the Client limited access to the Client's Content, including, but not
limited to, all video recordings, timestamps, indices, and cross-referenced documentation.
The Client shall also have the option to order hard copies of the Content in the form of
compact discs or other equivalent format;and
(d) Granicus has the right to delete Content within sixty (60) days of the
expiration or termination of this Agreement.
9. PATENT.COPYRIGHT AND TRADE SECRET INFRINGEMENT.
9.1 Granicus' Donors. If the Granicus Software becomes, or in Granicus' opinion is
likely to become, the subject of an infringement claim, Granicus may, 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 determines that neither of the foregoing options are
reasonably available, Granicus may cease providing the applicable services or require that Client
cease use of and destroy the Granicus Software. In that event, and provided that Client returns or
destroys (and certify to such destruction of) all copies of the Granicus Software in Client's
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possession or control, if any,Granicus will refund to Client all license fees paid by Client under the
current Agreement.
10. MISCELLANEOUS.
10.1 Amendment and Waiver. This Agreement may be amended, modified, waived or
canceled only in writing signed by each of the parties hereto or, in 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.
10.2 Governing Law. The laws of the State of California shall govern the validity,
construction,and performance of this Agreement,without regard to its conflict of law principles.
10.3 Construction and Severability. Wherever possible, each provision of this
Agreement shall be interpreted so that it is valid under applicable law. If any provision of this
Agreement is held illegal or unenforceable, that provision will be reformed only to the extent
necessary to make the provision legal and enforceable; all remaining provisions continue in full
force and effect.
10.4 Independent Contractors. The parties are independent contractors, and no other
relationship is intended by this Agreement.
10.5 Force Maieure. Other than payment obligations, neither party is responsible for
any delay or failure in performance if caused by any event outside the reasonable control of the
party, including without limitation acts of God,government regulations, shortage of supplies,act of
war,act of terrorism,earthquake,or electrical, intemet or telecommunications outage.
11.6 Closed Captioning Services. Client and Granicus may agree that closed captioning
or transcription services will be provided by a third party under this agreement. In such case,
Client expressly understands that the third party is an independent contractor and not an agent or
employee of Granicus. Granicus is not liable for acts perfomwd by such independent third party.
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This Agreement consists of this Service Agreement as well as the following exhibits,which are
incorporated herein by reference as indicated:
Exhibit A: Proposal
Exhibit B: Support Information
Exhibit C: Hardware Exhibit
Exhibit D: Trademark Information
Exhibit E: Termination or Expiration Options Regarding Content
IN WITNESS WHEREOF,the parties have caused this Agreement to be executed by their
duly authorized representatives,
GRANICUS,INC. �f
By:
Ed Roshitsh
Rs: Chief Operating Officer
Address:
568 Howard Street,Suite 300
San Francisco,CA 94105
[INSERT CLIENT NAME]
Name: CarlCahill
Its: City Man:ger
Address:
26379 Fremont Road
Los Altos
�Hills,
CA 94022
Date: __�ZL_. n/ >,
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EXHIBIT A
PROPOSAL
[The remainder of this page is left blank intentionally.]
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9ranicus. Proposal
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Granicus Proposal to the Town of Los Altos
Hills
4-26-2011
Nick Pegueros, Finance&Administrative Services Director
Dear Nick,
Thank you for considering Granicus. It has been a pleasure to learn about the unique needs of the
Town of Los Altos Hills.We look forward to establishing a rewarding, long-term relationship with
you.
On the following few pages, you will find a breakdown of our proposed solution,some of our key
differentiators, detailed pricing, and a checklist that outlines our next steps.
Over 700 jurisdictions have selected Granicus as a partner to help them build trust with citizens,
reduce staff time spent on processing meetings, and engage citizens in new ways. We hope that
you enjoy being part of the Granicus client family.
If I or any other member of the Granicus team can be of further assistance, please contact me at
206-859-0525.
Most Sincerely,
Kelly Barlow
Software Sales Executive
Granicus, Inc.
ranicus` Proposal
connecting government
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Proposed Solution
Granicus® Open Platform
The Granicus®Open Platform allows you to stream an unlimited number of meetings and events online and
over mobile devices—play video in Flash, HTM LS and Silverlight. Publish all of your content online with
indefinite retention schedules.Rely on the Open Platform's Unified Encoder to give you unlimited
bandwidth,storage,and intelligent routing.You can also access a library of community content and start
publishing videos immediately. Finally,leverage an open architecture and connect in-house or third-party
solutions to Granicus.
• Stream unlimited meeting bodies and events
• Indefinite retention schedules
• Intelligent media routing
• Community content library
• Open architecture and SDK
Government Transparency Suite
The Government Transparency Suite gives your citizens access to public meetings and records online.Take
the next step towards greater transparency and link related documents to your video,offer your full agenda
packet,and provide keyword searching of archives. Reach a broader audience through downloadable
formats(MP3, MP4)and make video available offline.Granicus' reporting tools give you a detailed analysis
of visitor statistics to help you better understand viewership trends.
• Publish agenda packets with video
• Link relevant materials
• Build reports and analytics
• Index videos live
• Offer downloadable formats(MP3& MP4)
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www.granicus.com • 568 Howard Street, Suite 300, San Francisco, CA 94105 • (415) 357-3618