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<br /> <br /> <br /> <br /> <br /> <br /> GRANICUS, INC. SERVICE AGREEMENT <br /> <br /> <br /> THIS SERVICE AGREEMENT (the "Agreement"), dated as of June 19, 2013 (the <br /> "Effective Date"), is entered into between Granicus, Inc. ("Granicus"), a California Corporation, <br /> and The City of Santa Ana (the "Client"). <br /> A. WHEREAS, Granicus is in the business of developing, licensing, and offering for <br /> sale various streaming media solutions specializing in Internet broadcasting, and related support <br /> services; and <br /> <br /> B. WHEREAS, Granicus desires to provide and Client desires to (i) purchase the <br /> Granicus Solution as set forth in the Proposal, which is attached as Exhibit A, and incorporated <br /> herein by reference, (ii) engage Granicus to integrate its Granicus Software onto the Client <br /> Website, (iii) use the Granicus Software subject to the terms and conditions set forth in this <br /> Agreement, and (iv) contract with Granicus to administer the Granicus Solution through the <br /> Managed Services set forth in Exhibit A. <br /> NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, <br /> covenants, representations and warranties herein contained, the parties hereto agree as follows: <br /> 1. GRANICUS SOFTWARE AND MANAGED SERVICES. <br /> <br /> 1.1 Software and Services. Subject to the terms and conditions of this Agreement, <br /> Granicus will provide Client with the Granicus Software, and Managed Services that comprise the <br /> Granicus Solution as outlined in Exhibit A. "Managed Services" shall mean the services provided <br /> by Granicus to Client as detailed in Exhibit A. "Managed Services Fee" shall mean the monthly <br /> cost of the Managed Services, as detailed in Exhibit A. <br /> 2. GRANT OF LICENSE. <br /> <br /> 2.1 Ownership. Granicus, and/or its third party supplier, owns the copyright and/or <br /> certain proprietary information protectable by law in the Granicus Software. <br /> <br /> 2.2 Use. Granicus agrees to provide Client with a revocable, non-transferable and <br /> non-exclusive license to access the Granicus Software listed in the Solution Description and a <br /> revocable, non-sublicensable, non-transferable and non-exclusive right to use the Granicus <br /> Software. All Granicus Software is proprietary to Granicus and protected by intellectual property <br /> laws and international intellectual property treaties. Pursuant to this Agreement, Client may use <br /> the Granicus Software to perform its own work and work of its customers/constituents. <br /> Cancellation of the Client's Managed Services will also result in the immediate termination of the <br /> Client's Software license as described in Section 2.2 hereof. <br /> 2.3 Limited Warranty, Exclusive Remedies. Subject to Sections 6.1 and 6.2 of this <br /> Agreement, Granicus warrants that the Granicus Software, as provided by Granicus, will <br /> substantially perform in accordance with its applicable written specifications for as long as the <br /> Client pays for and receives Managed Services. Client's sole and exclusive remedy for any breach <br /> by Granicus of this warranty is to notify Granicus, with sufficient detail of the nonconformance, <br /> and provide Granicus with a reasonable opportunity to correct or replace the defective Granicus <br /> Software. Client agrees to comply with Granicus' reasonable instructions with respect to the <br /> alleged defective Granicus Software. <br /> <br /> Page I <br /> 25D-3 <br />