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<br />1.4 Total Cost. The total cost tor up-front software, professional services and hardware
<br />shall not exceed nineteen thousand, three hundred, and ninety-seven dollars and fifty cents
<br />($19,397.50) as outlined in the Proposal, attached hereto and incorporated herein as Exhibit A. The
<br />total cost for monthly Managed Services Fees shall not exceed nine hundred and fifty-four dollars
<br />and zero cents ($954.00) per month, as outlined in the Proposal. The Client is entitled to two (2)
<br />months of free Managed Services Fees, a total value of one thousand, nine hundred and eight
<br />dollars and zero cents ($1,908.00), by virtue of signing this Agreement before September 30,2008.
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<br />2. USE OF MEDIA MANAGEMENT SOFTWARE.
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<br />2.1 Use. Granicus, Inc. agrees to provide Client with a Revocable, non-transferable
<br />and non-exclusive account to access the Media Management Software; and grants Client a
<br />Revocable, non-sublicensable, non-transferable and non-exclusive right to use the Media
<br />Management Software. The Media Management Software is proprietary to Granicus, Inc., and
<br />protected by intellectual property laws and international intellectual property treaties. Client's
<br />access to, and use of the Media Management Software is licensed and not sold. Client will be
<br />responsible for any applicable costs and taxes associated with Client's use of the Services, or use of
<br />the Services through Client's account.
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<br />3. CONTENT PROVIDED TO GRANICUS, INC.
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<br />3.1 Responsibility tor Content. The Client shall have sole control and responsibility
<br />over the determination of which data and information shall be included in the Content that is to be
<br />transmitted, including, if applicable, the determination of which cameras and microphones shall be
<br />operational at any particular time and at any paJ1icular location. The Client shall not provide to
<br />Granicus, Inc., or permit to be provided to Granicus, Inc., any Content that (a) infringes or violates
<br />any third parties' Intellectual Property Rights, rights of publicity or rights of privacy, (b) contains
<br />any defamatory material, or (c) violates any federal, state, local or foreign laws, regulations or
<br />statutes.
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<br />4. OWNERSHIP; INTELLECTUAL PROPERTY RIGHTS & SECURITY.
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<br />4.1 Content Ownership. The Client shall own all right, title and interest in and to all
<br />Content on a worldwide basis, including, without I imitation, all Intellectual Propel1y Rights
<br />relating thereto, (i) with respect to Content captured by cameras or microphones at the venue, at the
<br />time such Content is so captured and prior to the time it is transmitted to the computer at the venue
<br />and (ii) with respect to all other Content, at the time such Content is transmitted or otherwise
<br />provided to Granicus, Inc. pursuant to this Agreement. To the extent that any such Content is
<br />protectable by copyright, such Content shall be deemed to be "works made for hire" under the
<br />copyright laws of the United States.
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<br />4.2 Trademark Ownership and License.
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<br />(a) The Client shall retain all right, title and interest in and to its Trademarks,
<br />including any goodwill associated therewith, subject to the limited license granted to
<br />Granicus, Inc. pursuant to Section 4.2 hereof.
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<br />(b) Granicus, Inc. shall retain all right, title and interest in and to the Granicus,
<br />Inc. Trademarks, including any goodwill associated therewith, subject to the limited
<br />license granted to the Client pursuant to Section 4.2 hereof.
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