43-Agreement, Example Airport Shuttle Technology Agreement (Current).pdf

Sales Agreement, along with the prices, and delivery terms and any additional terms applicable thereto. The

Quotation shall be valid for 60 days, and upon execution of this Subscription Agreement or separately executed Sales Agreement by Subscriber shall constitute a binding purchase order .

• Quotation: FLL-Hollywood Quotation to KTS- 48 Buses 20190525

Fees

All fees and charges (including the Subscription Fee) are "net'' and are not subject to set off or reduction. The initial Subscription Fee is due upon execution of this Agreement and all other fees and charges are due as provided in the referenced Quotation. By executing this agreement, Subscriber agrees that invoices shall be submitted based on the Milestone Payment Schedule included in the referenced quotation.

Services

• will provide Subscriber with activation of, and 24/7 access tollll SPOT™ Intelligent Transit Systems

(ITS) application, provided Subscriber is not in breach of any obligation under this agreement Ongoing support services shall be provided in accordance with the System Support Agreement between the parties.

Subscriber obligations

Subscriber is responsible for maintaining Internet access tollll llllll3erver via an Internet Service Provider;

Hardware and software to enable such connection; and any permission or authorizations required for such a connection.

Subscriber is responsible for ensuring that only authorized persons have access to the System and for the security of Subscriber's computer system and the connection to the SPOT Server, without limitation

Subscriber is responsible for ensuring that Subscriber's password and all other means and methods of access to the System are kept absolutely confidential and that all Users and Drivers comply with the terms of the ID

Agreements; ensuring that any telephone numbers or any information relating to the System, the security of the

System, the encryption methods used and all or any other security features are kept absolutely confidential;

ensuring that the use of the System by Subscriber is under the control and authority of a proper and adequately trained employee.

Subscriber will install, use, maintain, and remove the Hardware according tollll specifications, will safeguard the Hardware from loss or damage of any kind, and will not permit anyone other than an authorized representative of. to perform any work on the hardware. Subscriber agrees and understands that tampering with Hardware shall void all warranties. Except for ordinary wear and tear covered by the limited

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System support agreement

Overview

WHEREAS Customer and. entered into an agreement for the purchase of hardware, software and related seNices on the execution date; and

WHEREAS Customer desires to obtain support seNices for said hardware and software (collectively "System");

and

WHEREAS. desires to provide such support seNices.

Now therefore, the parties, for good and valuable consideration, agree to the following:

Hardware warranty and support

The hardware products covered by this agreement shall be as set forth on the included in the Quotation or

Purchase Order attached as Exhibit 1. If the quantity of products changes during the term of this agreement, a corresponding adjustment to fees hereunder will apply for the remaining term of the agreement

Consumable Items such as batteries, cables, wiring harnesses, GPS, WLAN and RF antennas, etc. are not covered under this agreement Replacements for such items may be ordered from. and will be subject to the supplier's warranty policy.

Hardware warranty

• affirms that each hardware product is free of defects in material and workmanship .• further affirms that hardware products will perform for the intended purpose for a period of two (2) years from delivery of equipment Thereafter, the provisions under Non-Warranty Repairs shall apply. For Contracts that are shorter than two (2) years in length, the hardware warranty shall not exceed the term of the Contract Extended warranties can be quoted upon request for up to a total of five (5) years of warranty.

Warranty repair policy

If a hardware product fails to operate as specified, and no exclusions from warranty policy apply,. or its authorized seNice agents will have the option to repair or replace the defective product at no cost to the

Customer.

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