Orange County NC Website
Browse       Search
DocuSign Envelope ID:77803446-26E8-4424-B3DD-15F947931AE8 <br />2.6 Updates. BCS shall provide Updates to 4.2 Installation. Unless otherwise specified on a <br />Licensee of any Software licensed or sublicensed Schedule, Licensee is fully responsible for installation <br />hereunder at no additional charge so long as Licensee of the Licensed Products. <br />continues to acquire and pay for maintenance or <br />support services with respect to such Software. All 4.3 Maintenance Services. Maintenance and <br />Updates provided hereunder shall be provided with support services for the Licensed Product <br />any Documentation applicable thereto. BCS shall also Maintenance Services") may be purchased by <br />provide Licensee with any Updates to Third-Party Licensee as set forth on the applicable Schedule. <br />Software at actual cost. Maintenance Services shall be provided in accordance <br />with the Maintenance Agreement attached hereto as <br />3. Fees,Invoice and Payment. Exhibit C. Maintenance Services shall be provided on <br />an automatic, annual renewable term basis for up to <br />3.1 Fees. If applicable, BCS may invoice seven years. BCS shall notify Licensee thirty (30) <br />Licensee for the Maintenance Service fees for the days prior to any automatic renewal to allow Licensee <br />initial Maintenance Service after execution of the the option to decline the automatic renewal("Notice of <br />Maintenance Agreement. BCS may invoice Licensee Renewal"). No automatic renewal shall be valid <br />for any other charges payable under this Agreement unless BCS has sent Notice of Renewal to Licensee. <br />after the occurrence of the event giving rise to the <br />payment obligation underlying the invoice. 4.4 Training. Training services are included for <br />the Licensed Product and shall be provided in <br />3.2 Invoices. Each invoice shall describe the accordance with the Training Methodology attached <br />Licensed Products for which the invoice has been hereto as Exhibit D. <br />forwarded to Licensee. Licensee will pay such <br />invoices within thirty (30) days after receipt. Unless Warranties. <br />otherwise specified in the Schedule,all payments shall <br />be in United States dollars. 4.5 Defects. BCS represents and warrants that <br />for any period in which Licensee has purchased <br />Maintenance Services, the Software: (i)shall be free <br />3.3 Taxes. All fees are exclusive of all taxes,from any Defects; (ii)as delivered to Licensee <br />duties or levies, however designated or computed.hereunder, shall operate on or with the hardware and <br />Licensee shall be responsible for and pay all taxes operating environment identified in the applicablebasedupontheuseofBCSProducts, or the program Schedules and Exhibits, if any; and(iii) the Software <br />storage media, or upon payments due under this will perform according to the documentation providedAgreementincluding, but not limited to, sales, use, or by BCS and any specifications agreed to by the parties. <br />value-added taxes, duties, withholding taxes and other BCS further represents and warrants that the Licensed <br />assessments now or hereafter imposed on or in Products will perform and operate as presented in the <br />connection with this Agreement or with any Documentation supplied with the products. <br />Maintenance Agreement granted hereunder, exclusive <br />of taxes based upon BCS's net income. In lieu thereof, <br />Licensee shall provide to BCS a tax or other levy <br />4.6 Correction of Defects. In the event of <br />exemption certificate acceptable to the taxing or other discovery of any Defect, Licensee agrees to provide <br />levying authority. BCS with sufficient detail to allow BCS to verify and <br />reproduce the error, and BCS shall use commercially <br />reasonable diligence consistent with highest industry3.4 Reimbursable Expenses. To the extent <br />standards to correct such Defect. BCS is not <br />applicable, BCS will be reimbursed for expenses that <br />responsible for any error in a Licensed Product that <br />are reasonable and warranted and in accordance with Licensee has modified without BCS's consent. <br />BCS policies so long as such expenses are approved in <br />writing by Licensee.4.7 Documentation. BCS represents and <br />4. Delivery and Installation and Maintenance and <br />warrants that the Documentation for the Software <br />provided by BCS will be complete and accurate in all <br />Training. material respects. <br />4.1 Delivery. BCS agrees to deliver the 4.8 Viruses. BCS represents and warrants that <br />Licensed Products on the Scheduled Delivery Date to <br />the Software, including any Updates, will upontheapplicableInstallationSite. In the event that BCS <br />delivery to Licensee be free from any viruses,malwarefailstodelivertheLicensedProductstoLicenseeonorotherdestructivecode. <br />the Scheduled Delivery Date, Licensee may withhold <br />any current or future payments owed to BCS until BCS <br />completes delivery. 4.9 Infringement. BCS represents and warrants <br />that neither the Software nor services provided by BCS <br />hereunder will infringe the patents,copyrights or other <br />intellectual property rights of any third party. <br />3 <br />CORE/0804998.0008/128897050.2 <br />DocuSign Envelope ID: 3A3B749D-89FA-4DD4-AB4B-396224600A6A