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Delerrok Confidential Page 2 of 21 <br />the TouchPass Hosted Services or Documentation except as specifically authorized under applicable law <br />or by Delerrok in writing. All rights not specifically granted hereunder are reserved to Delerrok. <br />Notwithstanding the foregoing, nothing herein is intended to restrict AGENCY from using the Equipment <br />following termination of this Agreement. <br />2.4 Acquired Units. AGENCY’s use of the Equipment, under this Agreement is limited to the <br />number of Permitted Units. AGENCY may increase the Permitted Units at any time by giving written <br />notice to Delerrok of the required additional Equipment, providing an SOW, and paying for such <br />additional Units. AGENCY shall pay Delerrok for the additional TouchPass Hosted Services or <br />Documentation in accordance with Exhibit B. <br /> <br />2.5 Order of Precedence. The parties acknowledge that Exhibits A General Terms and Conditions, B <br />Scope of Work, C Federal Clauses, D Specifications, E Reader Loan and F Proposal are attached as a part <br />of the agreement between the parties. To the extent that a conflict is found to exist between any Exhibits <br />and the source document, entitled “Service Agreement Farebox Media”, the source document shall <br />control. <br /> <br />3. DOCUMENTATION <br /> <br /> Delerrok will furnish to AGENCY that number of copies of Documentation as may be reasonably <br />requested by AGENCY, including all subsequent revisions thereto. AGENCY will have the right to copy <br />the Documentation, at no additional charge, for the internal use of its employees or authorized <br />contractors, provided all proprietary markings that had been affixed by Delerrok are retained on all <br />copies. <br /> <br />4. DELIVERY <br /> <br />4.1 Delivery and Title. Delerrok will deliver the Equipment in good working order to AGENCY <br />as specified on the applicable SOW, F.O.B. AGENCY’s facilities, on the date listed. In the event <br />Delerrok does not meet the delivery date listed in the SOW, Delerrok shall immediately advise AGENCY <br />of the problem and new delivery date. Title and acceptance to any tangible goods shall pass from <br />Delerrok to AGENCY upon Delerrok’s delivery thereof. <br /> <br />4.2 Assistance. Delerrok shall provide reasonable assistance at the rates provided in the SOW, in <br />implementing the Equipment as provided in Exhibit B. <br /> <br />5. INDEPENDENT CONTRACTOR <br /> <br />The parties are independent contractors and nothing in this Agreement or otherwise shall be deemed or <br />construed to create any other relationship, including one of employment, joint venture or agency. <br />Delerrok shall be solely responsible for any taxes of any type, including central, state or local tax, <br />employment, withholding or reporting tax, social security taxes, workers’ compensation taxes or costs, <br />unemployment compensation taxes or costs, or any other taxes or charges, provident fund, gratuity, <br />bonus, workmen’s compensation, employee state insurance, other employment law deductions, or private <br />insurance, related to Delerrok’s or Delerrok’s personnel’s receipt of compensation and performance of <br />Services under this Agreement. <br /> <br />6. WARRANTY <br /> <br />Delerrok’s warranty is provided in Exhibit B to this Agreement. As the sole and exclusive liability of <br />Delerrok, any other failure to comply will return or replace any Equipment that is non-conforming, be <br />subject to the terms of Exhibit B. THE WARRANTIES IN THIS SECTION 6 ARE IN LIEU OF ALL <br />OTHER WARRANTIES EXPRESS, IMPLIED OR STATUTORY, TO AGENCY, ITS CUSTOMERS <br />OR ANY OTHER PARTY, FOR EQUIPMENT, TOUCHPASS HOSTED SERVICES, SOFTWARE <br />DocuSign Envelope ID: 000FC59A-58C3-40A5-B7DA-3677E8179B51