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18 <br /> SECTION D—THIRD PARTY PRODUCTS <br /> 1. Third Party Hardware. We will sell, deliver, and install onsite the Third Party Hardware, if you have <br /> purchased any,for the price set forth in the Investment Summary. Those amounts are payable in <br /> accordance with our Invoicing and Payment Policy. <br /> 2. Third Party Software. As part of the SaaS Services,you will receive access to the Third Party <br /> Software and related documentation for internal business purposes only. Your rights to the Third <br /> Party Software will be governed by the Third Party Terms. <br /> 3. Third Party Products Warranties. <br /> 3.1 We are authorized by each Developer to grant access to the Third Party Software. <br /> 3.2 The Third Party Hardware will be new and unused, and upon payment in full,you will receive <br /> free and clear title to the Third Party Hardware. <br /> 3.3 You acknowledge that we are not the manufacturer of the Third Party Products. We do not <br /> warrant or guarantee the performance of the Third Party Products. However, we grant and pass <br /> through to you any warranty that we may receive from the Developer or supplier of the Third <br /> Party Products. <br /> 4. Third Party Services. If you have purchased Third Party Services,those services will be provided <br /> independent of Tyler by such third-party at the rates set forth in the Investment Summary and in <br /> accordance with our Invoicing and Payment Policy. <br /> SECTION E- INVOICING AND PAYMENT; INVOICE DISPUTES <br /> 1. Invoicing and Payment. We will invoice you the SaaS Fees and fees for other professional services in <br /> the Investment Summary per our Invoicing and Payment Policy, subject to Section E(2). <br /> 2. Invoice Disputes. If you believe any delivered software or service does not conform to the <br /> warranties in this Agreement, you will provide us with written notice within thirty(30) days of your <br /> receipt of the applicable invoice. The written notice must contain reasonable detail of the issues <br /> you contend are in dispute so that we can confirm the issue and respond to your notice with either a <br /> justification of the invoice, an adjustment to the invoice, or a proposal addressing the issues <br /> presented in your notice. We will work with you as may be necessary to develop an action plan that <br /> outlines reasonable steps to be taken by each of us to resolve any issues presented in your notice. <br /> You may withhold payment of the amount(s) actually in dispute, and only those amounts, until we <br /> complete the action items outlined in the plan. If we are unable to complete the action items <br /> outlined in the action plan because of your failure to complete the items agreed to be done by you, <br /> then you will remit full payment of the invoice. We reserve the right to suspend delivery of all SaaS <br /> Services, including maintenance and support services, if you fail to pay an invoice not disputed as <br /> described above within fifteen (15) days of notice of our intent to do so. <br /> •00" , tyler <br /> . <br /> 7 <br />