25A - AGMT - AGENDA WORKFLOW AND STREAMING

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GGRAN I C U S RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving Master Subscription Agreement This Master Subscription Agreement ("Agreement) Is made by and between the party procuring Granicus Products and Services ("Customer") and GOVDeliyery, LLC, a Minnesota Limited Liability Company d/b/a Granlcus ("Gmnicus"). Customer and Granicus may each he referred to herein as "Party' or collectively as "Parties". By accessing the Granicus Products and Services, Customer accepts this Agreement. In the event there is a conflict between this Agreement and any other contract Customer has far the Granicus Products and Services ("Contract"), the terms of the Contract shall preva 11. Due to the rapidly changing nature of digital communications, this Agreement may be updated from time to time at Grdnicus'sole discretion. Notification to Customer will he via email or posting to the Granicuswebsite. L Definitions. In addition to terms defined elsewhere In this Agreement, the following terms shall have the meaning specified: "Agreement Term" means the total time covered by the Initial Term and all Extension Terms for each Order, SOW or Exhibit under this Agreement, further specified In Section 7.3 - °Exhibit" means any exhibit referenced herein and attached hereto. "Extensian Term" any term that Increases the length of the Initial Term of this Agreement. "Fees" mean the fees charged by Granicus for the Granicus Products and Services as identified on each Order, SOW or Exhibit and, unless otherwise stated in each Order, SOW or Exhibit, invoiced upon commencement of the Order Term. "Granims Products and Services" means the products and services made available "to Customer pursuant to this Agreement, which may Include Granicus products, services, application software accessible for use by Customer an a subscription basis ("SaaS"), Granicus professional services, content from any professional services or other required equipment components ("Required Hardware"), as specified In each Order, SOW or Exhibit "InitialTerm" shall have the meaning specified In the Order, SOW or Exhibit between Granicus and Customer for the first duration of performance that Customer has access to Granicus Products and Services. "Order" means a written order, proposal, or purchase document In which Granicus agrees to provide and Customer agrees to purchase specific Granicus Products and Services. "Order Term" shall mean the then -current duration of performance Identified an each Order, SOW or Exhibit, for which Granicus has committed to provide, and Customer has committed to pay for, Granicus Products and Services. "Statement of Work" or "SOW" means a written order, proposal, or purchase document that is signed by both Parties and describes the Granicus Products and Services to be provided and/or performed by Granicus. Each Order, SOW or Exhibit shall describe the Parties' performance obligations and any assumptions or contingencies associated with the implementations of the Granicus Products and Services, as specified in each Order, SOW or Exhibit placed hereunder. "Support" means the tingeing support and maintenance services performed by Granicus related to the Granicus Products and Services as specified in each Order; SOW or Exhibit placed between the Parties. 2. Ordering and Scope 2.1. Ordering Granicus Products and Services. The Parties may execute one or more Order, SOW or Exhibit related to the sale and purchase of Granicus Products and Services. Each Order, SOW or Exhibit will generally Include an Itemized list of the Granicus Products and Services as well as the Order Term for such Gmnlcus Products and granicus.com I info@granicus.com 25A-84 August 6, 2017 page 51