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� TripMaster 23
<br /> by CTS Software Cost Proposal
<br /> 12.14 No Third-Party Beneficiaries.This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns
<br /> and,except as expressly set forth in Section 10(Indemnification),nothing herein,express or implied,is intended to or will confer upon any other person or
<br /> entity any legal or equitable right,benefit or remedy of any nature whatsoever,under or by reason of this Agreement.
<br /> 12.15Relationshi op f Parties.Nothing in this Agreement will constitute or be deemed to constitute a partnership between the parties hereto or constitute
<br /> or be deemed to constitute one party as agent of the other,for any purpose whatsoever,and neither party will have the authority or power to bind the other,
<br /> or to contract in the name of or create a liability against the other,in any way or for any purpose.
<br /> 12.16 Counterparts.This Agreement may be executed in counterparts,each of which will be deemed an original,but all of which together will be
<br /> deemed to be one and the same agreement.A signed copy of this Agreement delivered by facsimile,e-mail or other means of electronic transmission will
<br /> be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
<br /> WITH THE INTENT TO BE BOUND,the parties have executed this Agreement as of the Effective Date.
<br /> Foxster Opco,LLC dba CTS Software
<br /> Signature•
<br /> Printed Name: Adam Fox
<br /> Title: CEO
<br /> Schedule 1
<br /> Service Level Agreement
<br /> Service Levels.Subject to the terms and conditions of this Agreement,CTS will use commercially reasonable efforts to make the Hosted Services
<br /> Available(as defined below)at least ninety-nine percent(99.0%)of the time as measured over the course of each calendar month during the Term(each
<br /> such calendar month,a"Service Period"),excluding unavailability as a result of any of the Exceptions described below in this Section 0(the"Availability
<br /> Requirement")."Service Level Failure"means a material failure of the Hosted Services to meet the Availability Requirement."Available"and
<br /> "Availability"mean the Hosted Services are available for access and use by Customer. For purposes of calculating the Availability Requirement,the
<br /> following are"Exceptions"to the Availability Requirement,and neither will the Hosted Services be considered un-Available nor any Service Level Failure
<br /> be deemed to occur in connection with any failure to meet the Availability Requirement or impaired ability of Customer to access or use the Hosted Services
<br /> that is due,in whole or in part,to any:(a)access to or use of the Hosted Services by Customer,or using Customer's access credentials,that does not
<br /> strictly comply with this Agreement;(b)Customer's delay in performing,or failure to perform,any of its obligations under this Agreement; (c)Customer's
<br /> Internet connectivity;(d)force majeure event;(e)failure,interruption,outage or other problem with any software,hardware,system,network,facility or other
<br /> matter not supplied by CTS pursuant to this Agreement;(f)scheduled downtime for routine maintenance of which CTS has provided Customer at least 72
<br /> hours'prior notice via email or though the Hosted Services;or(g)disabling,suspension or termination of the Services pursuant to the Agreement.
<br /> Schedule 2
<br /> TripView Terms and Conditions
<br /> This schedule(this"Schedule")forms part of the Agreement executed between Foxster Opco,LLC,d/b/a CTS Software("CTS Software","CTS","we",
<br /> "our",or"us")and Orange County Public Transportation("Customer","you",or"your"),and governs any purchases of Devices made pursuant to an Order
<br /> issued under the Agreement.This Schedule only applies if the Customer purchases TripView,as indicated in the Order or is subsequently purchased via an
<br /> Amendment to this Agreement. All capitalized terms not defined herein shall have the meaning provided in such Agreement.To the extent of any conflict
<br /> between this Schedule and the rest of the Agreement,this Schedule shall control.
<br /> 1. DEFINITIONS.
<br /> 1.1 "Device"means the hardware(and associated firmware)that works with the Services and shipped and installed by us and any Updates to that
<br /> firmware.
<br /> 1.2"Documentation"means our then current electronic or printed content describing the functions,features,specifications or certifications of the
<br /> applicable software or product made available by us.Documentation excludes all proposals,demonstrations and marketing,sales and training materials.
<br /> 1.3"Support"means our then current standard support services made generally available to users of the Devices.
<br /> 1.4"Updates"means maintenance releases,error corrections,additions,changes,modifications,extensions,new versions and new release of software
<br /> or firmware,excluding new products,services,features or functionalities we elect to sell separately.
<br /> 2. DEVICES.
<br /> 2.1 Use.During the Order Term subject to commercial availability and your timely payment and full compliance with the terms of the Agreement,we will
<br /> deliver to you Devices that can be used with the Services for your own business purposes in accordance with the Documentation.
<br /> TripMaster by CTS Software-Quote#4564 v6
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