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Page 2 of 15 CONFIDENTIAL <br />1.7. “Equipment” means Company’s tracking hardware, antennas, cabling, wiring and <br />other electronic components provided and installed by authorized Company <br />personnel on Customer’s Vehicle Fleet, to allow the functioning, delivery or <br />maintenance of the Software. <br />1.8. “Fees” means the Subscription Fee and cost of any equipment. <br />1.9. “Go Live” means the time at which the Software is available for use. <br />1.10. “Initial Term” means a period from October 1, 2023, through June 30, 2025. <br />1.11. “Project Manager” means an employee of Customer, designated to be responsible <br />for and aware of Customer’s (and if applicable, any third party brought in by <br />Customer’s) business and systems information and needs. Project Manager will be <br />the lead point of contact for all matters involving Customer and Company. <br />1.12. “Service” means Company’s Software and any services and deliverables identified <br />in Exhibits A and B, as applicable. <br />1.13. “Service Data” means any data, information, content, documents, or electronic <br />files provided to or collected by Company from either Customer or its Users during <br />the course of their use of any component of the Service. <br />1.14. “Software” means (1) Company’s proprietary vehicle tracking and passenger <br />information Service provided through proprietary software made available in <br />combination with Equipment for use in the management, location, and inventory of <br />Customer’s transportation resource; and (2) any of Company’s proprietary <br />software, solutions, or technologies identified in Exhibits A and B of the <br />Agreement, including but not limited to white label applications. <br />1.15. “Term” means the Initial Term plus any Renewal. <br />1.16. “Users” means the actual and prospective passengers on Customer’s transit system. <br />1.17. “Vehicle Fleet” means the multi-passenger vehicles comprising Customer’s transit <br />system, on which the Equipment is installed in accordance with this Agreement. <br />2.Software, Service, and Equipment. <br />2.1. Subscription. Subject to payment of the Fees and the remaining terms and <br />conditions of this Agreement (including, without limitation, the use requirements, <br />restrictions and limitations described in Section 6.1), Company hereby grants to <br />Customer a limited, revocable, non-exclusive, and non-transferable right to access <br />and use the Software and the Documentation during the Term at the physical <br />location of Customer as stated herein. Company will make the Documentation <br />available to Customer in electronic form. <br />2.2. Implementation and Training. <br />DocuSign Envelope ID: 00AEEDF8-E56F-4832-A7DF-FBD6EF554C6A