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<br />tiAME d,YD ADDRESS pF USER:
<br />Orange County Govemment
<br />P.O. Box 8181
<br />Hillsboroagh, NC 27278
<br />GPRS/G~r AIItTIME SER AGREEMFNT
<br />AGREEMEN'f NO:
<br />CUSTOMER NO:
<br />WHEREAS, CROSSI~RIUGL; SOLU7TONS, INC. ("CROS3BRIi)UE") is a resellcr of certain wire(ess data services offered by GPRS CARRIER to
<br />CROSSBRIDGE pursuant to that certain Data Reseller Agreement (the "Reseller AgreemenY') between CROSSBRIDGS and GPRS CARRIER, dated as of September
<br />1d;2006;and
<br />WIIEREAS, Orange County (iovemment ("USER") wishes to roceive the Service (hereinafter defined) as it is provided by CROSSBRIDGE.
<br />NOW,17iEREFO}tE, CROSSBRIDGE and USER agrce as follows:
<br />1. ACCEPTANCE: This document is an offer by USER which will
<br />become a wrnract when accepted in writing by an officer of
<br />CROSSBRIDGE, It is agreed that the service offerings idantified in this
<br />Agree~nent are made only on the tem~s and conditioru herein.
<br />CROSSDRIDGE shalt not be bound by terms and conditions in USER's
<br />purchase order or elsewhere unless expressly agreed to in writing by an officer
<br />of CRQSSBRIDGE. In the absence of written acceptance of these terms,
<br />acceptance of services hereunder shall constitute an acceptance of these.terros
<br />and conditions by USER.
<br />2. SERVICE: CROSSBRIDGF shall provide the Service to USER on th~
<br />terms and conditions provided herein. The "Service" shall mean the wireless
<br />GSM/GPRS telecommunications services provided by GPRS CARRIER on
<br />the GPRS CARRk?R wireless network for resale by CR03SBRII)GE
<br />pu~uant to the Iteseller Agreement.
<br />3. CHARGE STRUC'fURE: USER agrees to pay the charges as set forth
<br />in Attachme~t A.
<br />4. TAXES: In addition to the chatges due under ihis Agreement, USER
<br />agraes to pay amounts equal to any ra~ces payable by CROSSBRIDUF, or
<br />USLR resulting f'rom this A~~reement, exclusive of ~ces based on
<br />CROSSBRIUCiF.'s net incorne.
<br />5. BILI.ING: CRUSSARIDGL shall bill USER on a monthly basis for the
<br />Service. Upon termination of this Agreement £or any re~son, all amounts
<br />outstanding sl~all become immediah;ly due and owing.
<br />6. TERM AI~D TERI~IINATION: This Agreement will remain in ef~ect
<br />from the date it is accepted by CROSSBRIDGE witil such time as either
<br />CKOSSBRTllGE or USER terminates this P.greement upon thirty (30) days'
<br />prior written notice. Upon the termination of the Agreement, GPRS
<br />CARRIGR may, at its sote discretion, wish to conhact directly with the USF.R
<br />to provide dxta service, but GPRS CARRIER is under no obligation to do so,
<br />and CROSSBRIDGE makes no representation that GPRS CARRIER would
<br />do so in azry event.
<br />7• SUPPORT FOR ADDITIONAL UNITS: Sarvice for xdditional
<br />USFiR terminals, if available, will be provided under these same terms and
<br />conditions if USER is not otherwise in default under this Ageement.
<br />8. COVENANTS OF USER: USER agrees to use the Sen~ice pu~suant to
<br />the terms and condftions set forth in this Agreement, which such terms a~d
<br />conditions shall include, but aze not limited to, those terms and conditions
<br />found in Attachment B attached hereto.
<br />9. DEFAULT AND RF.NIF,DIES: If OSER fails tu make any payment of
<br />any sum due after thirt~~ (30) days, CR03SBRIDGE may add a service charge
<br />at the ma~cimum rate permitted by applicable law. Such additional charge shall
<br />be due and payable upon receipt of invoice.
<br />If USER fails to make any payment of any sum due or fails to perform
<br />as required by any other provision hereunder, and corrtinues in such failure for
<br />fifteen (15) days' after written notice has been sent by CROSSBRIDGE to
<br />USER, USER shall be deemed in defautt under this Agreement.
<br />In the event of default, CROSSBRIDGB has the right to immediately
<br />terminate this Agreement, retain all payments made herew~der, deny USER
<br />any service provided under this AgreemenL Each and all of the rights and
<br />remedies of CROSSBRIDGE hereunder are eumulative to and not in lieu of
<br />each and every oiher such right and remedy.
<br />10. AGREEMENT MODIFICATION, CROSSI3RIDGF, may malify the
<br />price, terms and conditions of this Agreement in its sole discretion upon thirty
<br />(30) deys' written notiee to USER. Such notice, not~~ithstanding anything in
<br />the Agreement to the contrary, may be made via etectronic mail, retum receipt
<br />requested, which such notice shall be considered effective wheu sent. USER
<br />may then, prior to the zffective date of such amendment, tarminate the
<br />Agrecment by providing ~vritten notice. Othenvise, the changes shall become
<br />effective on the date spec:ified.
<br />11. FORCE MAJEURE: GPRS CARRIF,I~ CROSSBRID(iE and their
<br />subcontractors do not assume and shali have no liability undcr this Agreement
<br />for failare to provide, or delay in providing services due duecHy or indirect7y
<br />to causes beyond the control of GPRS CARRIER, CROSSBRIDGE and their
<br />subcontractors including, but not restricted to, acts of God, or govemmental
<br />entities, or of the pablic enemy, or of USF,R; strikes, or unusually severe
<br />weather conditions.
<br />12 USER PRUGRAM AND DATA SECURITY: USER progams and
<br />data which come into CROSSBRIDGE's custody under this Agreement will
<br />be protected in accordance with CROSSRRIDGE's applicable security
<br />procedures. USER rec;ognizex that the effectiveness of these procedures is
<br />dependent upon USER implementing those aspects of the procedures which
<br />are under USER control. Consequently, USER releases CROSSBRIDGE
<br />from all liability for the loss or alteration of USER's prograrns or data or their
<br />acquisition by another party, except for CROSSBRIDGE's failure to
<br />implement those aspects of the security procedure which aze under
<br />CROSSBRIDGE's control.
<br />13. WARRANTIES: USER recognizes that CROSSBRIDGE is a reseller of
<br />the Service and any hazdware or equipment that CROSSBRIDGE may choose
<br />to resell to USER, from time to time, and, accordingly, CROSSBRIDGE shal(
<br />provide the Service on an "as-is" basis, and that no warranties, express or
<br />implied, aze hereby given by CROSSBRIDG6 to USER, including, but not
<br />limited to warranues of inerchantability or fitness for a particular putpose.
<br />USER recognizes that tbe Service is subject to the terms and conditions of this
<br />Agreement, including but not limited W the tenns and conditions contained in
<br />Attachment B. USER FiAS NOT RELLED ON AND WILL NOT CLAIM
<br />THAT IT IS GNTI'I'LED "f0 '1'FIE BENEFITS OF ANY
<br />REPRESENTATIONS, PROMISES, DESCRII'TION OF SERVICES OR
<br />OTHER STATEMiNT NOT SPECIEICALLY SET FORTH IN THIS
<br />AGREEMENT.
<br />14. SERti'ICE UUTAGE: In the event of a total outage of the Sen~ice that
<br />is ~ot caused by USER and which lasts for a period of tweniy-four (24) hours
<br />or more, a credit allowance will be made at USER's request in the form of a
<br />pro rata adjustment of the fixed charges bil(ed by CROSSBRIDGE to USF.R.
<br />Periods of discontinuous outage may not be accumulated in determining if an
<br />outage has continued for at least twenty-four (24) hours. In order to receive
<br />such credit, USER must submit a written request to CROSSBRIDGE, stating
<br />the date and location of the outage, the devices at~ected, and such other
<br />information as CKOSSBRIDGE may reasonably require. Such notice must be
<br />received by CROSSBRID('E within three (3) business days following the last
<br />d~e of the period of outage. EXCF,PT AS PROVIDED HEREIN,
<br />CROSSBRIDCiE SHALL INCUR NO LIABILITY POR SERVICE
<br />OUTAGFS. USER agrees that no refund shall be made for an outage which
<br />does not exceed one hundred doltazs ($]00.00). CROSSBRIDGE's liabiliry
<br />pursuant to this section 14 shall be limited to the full amount of eny credit
<br />albwance, reimburseme~t or refund received from GPRS CARRIER for total
<br />outages of the Service which are applicable to usage by USER, as determined
<br />oq.,
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