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GG R A N I C U S RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving the recommendations of the Advanced Network, that subscriber is a "Network Subscriber" to the agency it subscribed to through the Advanced Network. 3.2.3.2.2. Access to the Advanced Network is a benefit of the Communications Cloud subscription with Granicus. Network Subscribers are available for use only while Customer is under an active subscription with Granicus. Network Subscribers will not transfer to Customer upon termination of any Granicus Order, SOW or Exhibit. Customer shall not use or transfer any of the Network Subscribers after term inatic n of its Order, SOW or Exhibit placed under this Agreement. All information related to Network Subscribers must he destroyed by Customer within 15 calendar days of the Order, SOW or Exhibit placed under this Agreement terminating. 3.2.3.2.3. Opt -In. During the last 10 calendar days of Customer's Order Term forthe terminating Order, SOW or Exhibit placed under this Agreement, Customer may send an opt -in email to Network Subscribers thatshall include an explanation of Customer's relationship with Granicus terminating and that the Network Subscribers may visit Customer's website to Subscribe to further updates from Customer in the future. Any Network Subscriber that does not apt -in will not be transferred with the subscriber list provided to Customer upon termination. 3.2.4. Advertising. Granicus Products and Services shall not be used to promote products orservices available for sale through Customer or any third party unless approved in writing, in advance, by Granicus. Granicus reserves the right to request the details of any agreement between Customer and a third party that compensates Customer for the right to have information included in Content distributed or made available through Granicus Products and Services prior to approving the presence of Advertising within Granicus Products and Services. 3.3. Restrictions. Customer shall not: 3.3.1. Access or use any portion of Granicus Products and Services, except as expressly allowed by this Agreement or each Order, SOW or Exhibit placed hereunder; 3.3.2. Disassemble, decompile, or otherwise reverse engineerall or any portion of the Granicus Products and Services; 3.3.3. Use the Granicus Products and Services for any unlawful purposes; 3.3.4. Export or allow access to the Granicus Products and Services in violation of U.S. laws or regulations; 3.3.5. Except as expressly permitted in this Agreement, subcontract, disclose, rent, or lease the Granicus Products and Services, or any portion thereof, for third party use; or 3.3.6. Modify, adapt, or use the Granicus Products and Services to develop any software application intended for resale which uses the Granicus Products and Services in whole or in part. 3.4. Customer Feedback. Customer herby grants to Granicus an irrevocable, non-exclusive, perpetual, royalty -free transferrable license, with right to sublicense, to use and incorporate into the Granicus Products and Services any suggestion, enhancement, request, recommendation, correction or other feedback provided by Customer relating to the use of the Granicus Products and Services. 3.5. Required Hardware. For Required Hardware purchased from Granicus by Customer, Granicus will provide to Customer a three (3) year warranty with respect to the Required Hardware. Within the three (3) year warranty period, Granicus shall repair or replace any Required Hardware provided directly from Granicus that fails to function properly due to normal wear and tear, defective workmanship, or defective materials. Required Hardware warranty shall commence an the Effective Date of each applicable Order, SOW or Exhibit. 3.6. Reservation of Rights. Subject to the limited rights expressly granted hereunder, Granicus and/or its licensors reserve all right, title and interest in the Granicus Products and Services, the documentation and resulting product including all related intellectual property rights. Further, no implied licenses are granted to Customer. 4. Payment August 6, 2017 granicus.com I info@granicus.com page 53