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11. MISCELLANEOUS.
<br />11.1 Amendment and Waiver. This Agreement may be amended, modified, waived or
<br />canceled only in writing signed by each of the parties hereto or, in the case of a waiver, by the party
<br />waiving compliance. Any failure by either party to strictly enforce any provision of this Agreement will
<br />not be a waiver of that provision or any further default.
<br />11.2 Governing Law. This Agreement, including all attachments hereto, shall be construed
<br />according to the laws of the State of Florida. Venue for any lawsuit brought by either party against the
<br />other party or otherwise arising out of this Agreement shall be in Indian River County, Florida, or, in the
<br />event of federal jurisdiction, in the United States District Court for the Southern District of Florida.
<br />11.3 Construction and Severability. Wherever possible, each provision of this Agreement shall
<br />be interpreted so that it is valid under applicable law. If any provision of this Agreement is held illegal or
<br />unenforceable, that provision will be reformed only to the extent necessary to make the provision legal
<br />and enforceable; all remaining provisions continue in full force and effect.
<br />11.4 Independent Contractors. The parties are independent contractors, and no other
<br />relationship is intended by this Agreement.
<br />11.5 Force Majeure. Other than payment obligations, neither party is responsible for any delay
<br />or failure in performance if caused by any event outside the reasonable control of the party, including
<br />without limitation acts of God, government regulations, shortage of supplies, act of war, act of terrorism,
<br />earthquake, or electrical, internet or telecommunications outage.
<br />11.6 Closed Captioning Services. Client and Granicus may agree that a third party will provide
<br />closed captioning or transcription services under this Agreement. In such case, Client expressly
<br />understands that the third party is an independent contractor and not an agent or employee of Granicus.
<br />Granicus is not liable for acts performed by such independent third party.
<br />11.7 This Agreement is subject to the annual budget and/or appropriation by the Indian River
<br />County Board of County Commissioners.
<br />12. DEFINITIONS. In addition to terms defined elsewhere in this Agreement, the following terms
<br />shall have the meaning specified:
<br />12.1 "Confidential Information" shall mean all proprietary or confidential information
<br />disclosed or made available by either party pursuant to this Agreement, directly or indirectly, in any
<br />manner whatsoever (including without limitation, in writing, orally, electronically, or by inspection), that
<br />is identified as confidential or proprietary at the time of disclosure or is of a nature that should reasonably
<br />be considered to be confidential, and includes but is not limited to the terms and conditions of this
<br />Agreement, and all business, technical and other information (including without limitation, all product,
<br />services, financial, marketing, engineering, research and development information, product specifications,
<br />technical data, data sheets, software, inventions, processes, training manuals, know-how and any other
<br />information or material); provided, however, that Confidential Information shall not include the Content
<br />that is to be published on the Client Website.
<br />12.2 "Content" shall mean any and all, documents, graphics, video, audio, images, sounds and
<br />other content that is streamed or otherwise transmitted or provided by, or on behalf of, the Client to
<br />Granicus.
<br />GRANICUS, INC. SERVICE AGREEMENT 6 Version 5.9.1
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