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(100) percent of costs incurred by Granicus outside of the purchased training costs such as; all
<br />travel expenses, including any incurred third party cancellation fees. Subsequent training will
<br />need to be scheduled at the previously quoted pricing.
<br />(b) Online Training. For any cancellations within forty-eight (48) hours of the
<br />scheduled onsite training, Granicus, at its sole discretion, may invoice the Client for one hundred
<br />(100) percent of costs incurred by Granicus outside of the purchased training costs such as; all
<br />travel expenses, including any incurred third party cancellation fees. Subsequent training will
<br />need to be scheduled at the previously quoted pricing.
<br />4. CONTENT PROVIDED TO GRANICUS
<br />4.1 Responsibility for Content. The Client shall have sole control and responsibility over the
<br />determination of which data and information shall be included in the Content that is to be transmitted,
<br />including, if applicable, the determination of which cameras and microphones shall be operational at any
<br />particular time and at any particular location. However, Granicus has the right (but not the obligation) to
<br />remove any Content that Granicus believes violates any applicable law or this Agreement.
<br />4.2 Restrictions. Client shall not knowingly provide Granicus with any Content that:
<br />(i) infringes any third party's copyright, patent, trademark, trade secret or other proprietary rights;
<br />(ii) violates any law, statute, ordinance or regulation, including without limitation the laws and
<br />regulations governing export control and e-mail/spam; (iii) is defamatory or trade libelous; (iv) is
<br />pornographic or obscene, or promotes, solicits or comprises inappropriate, harassing, abusive, profane,
<br />defamatory, libelous, threatening, indecent, vulgar, or otherwise objectionable or constitutes unlawful
<br />content or activity; (v) contains any viruses, or any other similar software, data, or programs that may
<br />damage, detrimentally interfere with, intercept, or expropriate any system, data, information, or property
<br />of another.
<br />5. TRADEMARK OWNERSHIP. Granicus and Client's Trademarks are listed in the Trademark
<br />Information exhibit attached as Exhibit E.
<br />5.1 Each Party shall retain all right, title and interest in and to their own Trademarks,
<br />including any goodwill associated therewith, subject to the limited license granted pursuant to Section 5.2
<br />hereof. Upon any termination of this Agreement, each Party's right to use the other Party's Trademarks
<br />pursuant to this Section 5 terminates.
<br />5.2 Each Party grants to the other a non-exclusive, non -transferable (other than as provided in
<br />Section 5 hereof), limited license to use the other Party's Trademarks as is reasonably necessary to
<br />perform its obligations under this Agreement, provided that any promotional materials containing the
<br />other Party's Trademarks shall be subject to the prior written approval of such other Party, which
<br />approval shall not be unreasonably withheld.
<br />6. LIMITATION OF LIABILITY
<br />6.1 Warranty Disclaimer. Except as expressly provided herein, Granicus' services, software
<br />and deliverables are provided "as is" and Granicus expressly disclaims any and all express or implied
<br />warranties, including but not limited to implied warranties of merchantability, and fitness for a particular
<br />purpose. Granicus does not warrant that access to or use of its software or services will be uninterrupted
<br />or error free. In the event of any interruption, Granicus' sole obligation shall be to use commercially
<br />reasonable efforts to restore access.
<br />GRANICUS, INC. SERVICE AGREEMENT 3 Version 5.9.1
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