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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 /> 12.15 Relationship of 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 />
<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 />
<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 />
<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 />Cost Proposal
<br />TripMaster by CTS Software - Quote # 4564 v6 12 / 14
<br />Docusign Envelope ID: 2F0A6F2B-A88D-43A2-97AA-4CF0CF9C3EE6
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