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<br />I A Total Cost. The total cost for 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. <br /> <br />2. USE OF MEDIA MANAGEMENT SOFTWARE. <br /> <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. <br /> <br />3. CONTENT PROVIDED TO GRANICUS. INC. <br /> <br />3.1 Responsibility for 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 particular 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. <br /> <br />4. OWNERSHIP; INTELLECTUAL PROPERTY RIGHTS & SECURITY. <br /> <br />4,1 Content Ownership. The Client shall O\vn all right. title and interest in and to all <br />Content on a worldwide basis, including, without limitation, all Intellectual Property Rights <br />relating thereto, (i) with respect to Content captured by cameras or microphones at the venue. al the <br />time such Content is so captured and prior to the time it is transm itted to the computer al the venue <br />and (ii) with respect to all other Content, at the t ill1e such Content is tranSI1l itted or otherwise <br />provided to Granicus, Inc. pursuant to this Agreement. To Ihe extent that any such Content is <br />protectable by copyright, such Content shall be deemed 10 be "works made for hire" under the <br />copyright laws of the United States. <br /> <br />4.2 Trademark Ownership and License, <br /> <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. <br /> <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. <br /> <br />3 <br /> <br />Version 3.9.8 <br />