25A - AGMT - AGENDA WORKFLOW AND STREAMING

Home Browse Search

GGR A N I C U S RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving 4.1, Fees. Customer agrees to pay all fees, costs and other amounts as specified in each Order, SOW a Exhibit. Granlcus reserves the right to suspend any Granlcus Products and Services should there be a lapse in payment. A lapse In the term of each Order, SOW or Exhibit will require the payment of a setup fee to reinstate the subscription. All fees are exclusive of app cahie state, local, and federal taxes, which, if any, will be included in the invoice. It Is Customers responsibility to provide applicable exemption certificate(s). Unless Indicated otherwise in the applicable Order, SOW or Exhibit, the fees shall be invoiced by Granas and paid by Customer asfollows: 4.L3. Products. Product setup and annual fees are due at the beginning of the Initial Term, then annuallyat the beginning of any Extended Term or Order Term, within thirty (30) days of recelpt of Invoice. 4.L2. Services. Services supporting Products shall be paid annually commencing upon the completion of the Product Implementation, or the Product being ready for Customer's use. Fees shall he paid by Customer within thirty (30) days of receipt of invoice. 4.L3. Required Hardware. For Required Hardware, delivery is complete once Customer receives Required Hardware components with the configured Granlcus Product and Services. 4.2. Disputed Invoiced Amounts. Customer shall provide Granicus with detailed written notice of any amount(s) Customer reasonably disputes within thirty (30) days receipt of Invoice for said amount(s) atissue. Granlcus will not exercise its rights under 4.1 above if Customer has, In good faith, disputed an invoice and is diligently trying to resolve the dispute. Customers failure to provide Granicus with notice of any disputed Invoiced amount(s) shall be deemed to be Customer's acceptance of the content of such Invoice. 4.3. Price Increases. Any price increases net negotiated in advance shall be provided by Granlcus to Customer at least thirty (30) days priorto the end of the OrderTerm. Upon each yearly anniversary during the term of this Agreement (Including the Initlal Term, all Extended Terms, and all OrderTerms), the Granlcus Product and Services fees shall automatically increase from the previous term's tees by five (5) percent paryear. S. Representations, Warranties and Disclaimers 5.1. Representations. Each Party represents that it has validly entered Into this Agreement and has the legal power to do so. 5.2. Warranties. Granicus warrants that It takes all precautions that are standard in the industry to Increase the likelihood of a successful performance for the Granlcus Products and Services; however, the Granicus Products and Services are provided "AS Is" and as available. 5.3. Disclaimers. EACH PARTY HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY NATURE WHATSOEVER WHETHER ORAL AND WRITTEN, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON -INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. GRANICUS DOES NOT WARRANT THAT GRAN ICUS PRODUCTS AND SERVICES WILL MEET CUSTOM ER'S REQU IREMENTS OR THAT THE OPERATION THEREOF WI LL BE UNINTERRUPTED OR ERROR FREE. 6. Confidential Information 6.1. Confidential Information. It is expected that one Party (disclosing Party) may disclose to the other Party (receiving Party) certain Information which maybe considered confidential and/or trade secret information ("Confidential Information'). Confidential Information shall Include: (1) Granlcus' Products and Services, (I1) non- public information if it is clearly and conspicuously marked as "confidential" or with similar designation at the time of disclosure; (iii) non-public information of the disclosing Party if it is Identified as confidential and/or proprietary before, during, or promptly after presentation or communication and (fv) any information that should he reasonably understood to be confidential or proprietary to the receiving Party, given the nature of the Information and the context in which disclosed. 6.2. Exceptions. Confidential Information shall not Include Information which: (f) Is or becomes public knowledge through no fault of the receiving Party; (if) was In the receiving Partys possession before receipt from the disclosing Party; (Ili) is rightfully receiving by the receiving party from a third party without any duty of August 6, 2017 granicus.com I info@granicus.com 25A-87 page 54