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EXHIBIT C <br />GRANICUS, INC. <br />HARDWARE EXHIBIT <br />THIS HARDWARE EXHIBIT is entered into by Granicus and Client, as an attachment to the Service <br />Agreement between Granicus and Client, for the hardware components of the Granicus Solution (the <br />"Hardware") provided by Granicus to Client. This exhibit is an additional part of the Service Agreement <br />and is incorporated therein by reference. Capitalized terms used but not defined in this exhibit have the <br />meanings given in the Service Agreement. <br />1. Price. The price for the Hardware shall be the price specified in the Proposal. <br />2. Delivery. Any scheduled ship date quoted is approximate and not the essence of this exhibit. <br />Granicus will select the shipment method unless otherwise mutually agreed in writing. Granicus retains <br />title to and ownership of all Granicus Software installed by Granicus on the Hardware, notwithstanding <br />the use of the term "sale" or "purchase." <br />3. Acceptance. Use of the Hardware by Client, its agents, employees or licensees, or the failure by <br />Client to reject the Hardware within fifteen (15) days following delivery of the Hardware, constitutes <br />Client's acceptance. Client may only reject the Hardware if the Hardware does not conform to the <br />applicable written specifications. <br />4. Service Response Time. For hardware issues requiring replacement, Granicus, Inc. shall <br />respond to the request made by the Client within twenty-four (24) hours. Hardware service <br />repair or replacement will occur within seventy-two (72) hours of determination of a hardware <br />issue, not including the time it takes for the part to ship and travel to the Client. The Client shall <br />grant Granicus, Inc. or its representatives access to the equipment for the purpose of repair or <br />replacement at reasonable times. Granicus, Inc. will keep the Client informed regarding the <br />timeframe and progress of the repairs or replacement. Once the Hardware is received Client's <br />responsibilities will include: <br />a. Mount server on client rack (if applicable) <br />b. Connecting original network cables. <br />c. Connecting original audio and video cables (if applicable). <br />5. LIMITATION OF LIABILITY. GRANICUS SHALL NOT BE LIABLE FOR <br />CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL <br />DAMAGES ARISING OUT OF OR RELATING TO THIS EXHIBIT INCLUDING WITHOUT <br />LIMITATION LOSS OF PROFIT, WHETHER SUCH LIABILITY ARISES UNDER CONTRACT, <br />TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF <br />GRANICUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH <br />DAMAGE COULD HAVE BEEN REASONABLY FORESEEN. IN NO EVENT WILL GRANICUS' <br />LIABILITY TO CLIENT ARISING OUT OF OR RELATING TO THIS EXHIBIT EXCEED THE <br />AMOUNT OF THE PRICE PAID TO GRANICUS BY CLIENT FOR THE HARDWARE. <br />6. Hardware. In the event of malfunction for Hardware provided by Granicus, Hardware will be <br />repaired or replaced as per the warranty, and as detailed in this Exhibit. <br />Granicus provides the above mentioned services under Client's acknowledgment that all Granicus tools, <br />and systems will be installed by the manufacturer chosen by Granicus within the Hardware, provided to <br />Page <br />12 <br />