Orange County NC Website
Browse       Search
DocuSign Envelope ID:CD64977C-17FD-49FO-9672-81 D6326AF370 <br /> 6.1 Licensee shall (a) promptly provide Licensor and its authorized agents with such information and <br /> assistance as may be reasonably requested in order to carry out its obligations hereunder, (b) <br /> without charge, provide suitable office accommodation, materials, equipment and support services <br /> (including use of telephone and support services) reasonably requested in connection with <br /> performance of any services at Licensee's premises ordered by Licensee under Section 5, (c) <br /> procure all necessary rights from third parties (including intellectual property licenses in relation to <br /> Licensee's computer software) which are from time to time required in order for Licensor to provide <br /> services in an authorized and legal manner, and (d) with ten (10) days advance notice, permit <br /> Licensor and its authorized representatives to enter on to Licensee's premises or mobile units at <br /> reasonable times where the Mobile Modules or Documentation are located or from where the <br /> Licensor Software is accessed or services are provided in order to verify Licensee's compliance <br /> with the terms of this Agreement. In connection with this review, Licensor may inspect records <br /> directly related to Licensee's performance of this Agreement or use of Licensor Software or <br /> Documentation kept by or on behalf of the Licensee and make copies of the same. <br /> 7. FEES AND PAYMENT. <br /> 7.1 Payment. Licensee agrees to pay Licensor the fees specified in Exhibit A in accordance with the <br /> payment schedules set forth in Exhibit A. The Parties agree to the allocation of the fees and <br /> payments to software, service (if any) and hardware (if any) as designated on Exhibit A. Licensee <br /> shall pay Licensor's invoices in U.S. dollars to Licensor's address set forth on Exhibit A no later <br /> than thirty(30) days following the receipt of an undisputed written invoice. <br /> 7.2 Taxes. Licensee shall be responsible for any and all sales, use, excise, value-added or similar <br /> taxes that may be due under this Agreement and Licensor will use commercially reasonable efforts <br /> to identify any applicable taxes on its invoice to Licensee. Licensee will pay applicable taxes on the <br /> invoice or, in lieu of the payment of any such taxes; Licensee may provide Licensor with a <br /> certificate acceptable to the taxing authorities exempting Licensee from payment of these taxes. <br /> Notwithstanding the foregoing, in no event shall Licensee be obligated to pay any tax paid or owed <br /> on income or net worth of Licensor or paid for Licensor's doing business in any particular locality or <br /> jurisdiction. <br /> 8. WARRANTIES. <br /> 8.1 Licensor Software Warranties. With respect to the Licensor Software, Licensor warrants that: (a) <br /> the tangible media on which the Mobile Module resides, if applicable, shall be free of material <br /> defects in workmanship, design and material, (b) neither the Licensor Software nor the <br /> Documentation infringes, misappropriates or otherwise violates any U.S. Intellectual Property <br /> Rights of any third parties, (c) the Licensor Software does not contain any computer viruses, Trojan <br /> horses, time bombs, cancel bots or other computer programming routines that are intended to <br /> detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal <br /> information, and (d) Licensor Software will operate substantially in accordance with the <br /> Documentation. The warranties set forth in Section 8.1 ("Software Warranties") shall survive for a <br /> period of three hundred sixty-five days (365) days following the License Date ("Warranty Period"). <br /> In the event of a breach of a Software Warranty reported to Licensor in writing during the Warranty <br /> Period, Licensee's sole remedy for such breach shall be to have Licensor use commercially <br /> reasonable efforts to promptly correct, replace or provide a work around for such error or failure, at <br /> no charge to Licensee, or in Licensor's discretion, provide an equitable refund to Licensee. The <br /> Software Warranties and remedies apply only to the most recent version of the Licensor Software, <br /> and shall not apply to any breach, fault or error that has been caused by Licensee's failure to use <br /> the Licensor Software in accordance with the Documentation requirements, any misuse, corruption, <br /> or abuse of, or modification to, the Licensor Software by Licensee or any use of the Licensor <br /> Software with any software or equipment not approved in advance in writing by Licensor. <br /> 8.2 Licensor Services Warranties. Licensor warrants that all services that are performed under this <br /> Agreement will be performed in a professional and workmanlike manner by qualified personnel, and <br /> Licensor has the required skills and experience to perform such services and such warranties shall <br /> survive for thirty days following performance of the services. Licensee's sole remedy for breach of a <br /> warranty in Section 8.2 shall be to notify Licensor of any breach within ninety (90) day following <br /> performance of the services and have Licensor use commercially reasonable efforts to promptly <br /> Ecolane USA, Inc. 940 West Valley Road, Suite 1400,Wayne,PA 19087 610-312-0033 <br /> 4821-6909-6038.1 <br />