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Master Subscription Agreement <br /> This Master Subscription Agreement ("Agreement) is entered into and effective July 1, 2019 ("Effective <br /> Date") by and between Rancho Palos Verdes, CA ("Customer") and Granicus, LLC, a Minnesota Limited <br /> Liability Company d/b/a Granicus("Granicus").Customer and Granicus may each be referred to herein as <br /> "Party"or collectively as"Parties". <br /> By accessing the Granicus Products and Services, Customer accepts this Agreement. Due to the rapidly <br /> changing nature of digital communications, this Agreement may be updated from time to time at <br /> Granicus'sole discretion. Notification to Customer will be via email or posting to the Granicus website. <br /> 1. Definitions.In addition to terms defined elsewhere in this Agreement,the following terms shall have <br /> the meaning specified: <br /> "Agreement Term"means the total time covered by the Initial Term and all Extension Terms for each <br /> Order or SOW under this Agreement,further specified in Section 7.1. <br /> "Extension Term"means any term that increases the length of the Initial Term of this Agreement or <br /> an Order Term of an Order or SOW. <br /> "Granicus Products and Services" means the products and services made available to Customer <br /> pursuant to this Agreement, which may include Granicus products and services accessible for use by <br /> Customer on a subscription basis("Software-as-a-Service"or"SaaS"),Granicus professional services, <br /> content from any professional services or other required equipment components or other required <br /> hardware, as specified in each Order or SOW. <br /> "Initial Term"shall have the meaning specified in Exhibit A or Order or SOW between Granicus and <br /> Customer for the first duration of performance that Customer has access to Granicus Products and <br /> Services. <br /> "Order"means a written order,proposal,or purchase document in which Granicus agrees to provide <br /> and Customer agrees to purchase specific Granicus Products and Services. <br /> "Order Term"means the then-current duration of performance identified on each Order or SOW,for <br /> which Granicus has committed to provide,and Customer has committed to pay for,Granicus Products <br /> and Services. <br /> "Statement of Work"or"SOW"means a written order,proposal,or purchase document that is signed <br /> by both Parties and describes the Granicus Products and Services to be provided and/or performed <br /> by Granicus. Each Order or SOW shall describe the Parties' performance obligations and any <br /> assumptions or contingencies associated with the implementations of the Granicus Products and <br /> Services,as specified in each Order or SOW placed hereunder. <br /> "Support" means the ongoing support and maintenance services performed by Granicus related to <br /> the Granicus Products and Services as specified in each Order or SOW placed between the Parties. <br /> 2. Ordering and Scope <br /> 2.1. Ordering Granicus Products and Services.The Parties may execute one or more Order or SOW <br /> related to the sale and purchase of Granicus Products and Services. Each Order or SOW will <br /> generally include an itemized list of the Granicus Products and Services as well as the Order Term <br /> for such Granicus Products and Services. Each Order or SOW must, generally, be signed by the <br /> Parties; although, when a validly-issued purchase order by Customer accompanies the Order or <br /> SOW,then the Order or SOW need not be executed by the Parties. Each Order or SOW shall be <br /> governed by this Agreement regardless of any pre-printed legal terms on each Order or SOW, <br /> and by this reference is incorporated herein. <br /> 1 <br />