HomeMy WebLinkAbout2016-644-E IT - Fetch Networks, LLC to provide software, data and equipment for Breeze Farm DocuSign Envelope ID:F8A6106B-387F-4148-B9F8-4D7937C08E11
[Departmental Use Only]
TITLE Fetch Networks, LLC
FY 2017
ORANGE COUNTY
CONTRACT UNDER$1,000.00
NORTH CAROLINA
THIS AGREEMENT, made and entered into this 9th day of November, 2016, ("Effective Date")
by and between Orange County, North Carolina, a body politic and corporate organized under the laws of the
State of North Carolina, (the "County"), party of the first part; and Fetch Networks, LLC (the "Provider"),
party of the second part;
WITNESSETH:
For the purpose and subject to the teens and conditions hereinafter set forth, the County hereby
contracts for the services of the Provider, and the Provider agrees to provide the following services to the
County in accordance with the terms of this Agreement, time being of the essence:
The services and/or materials and/or construction (hereinafter referred to collectively as "Services")
to be furnished under this Agreement are as follows: 3 Software&Data subsciptions and 3 ITR6 transistors
The term of this agreement rendered shall be from 11/9/2016 to 11/30/2017.
Provider represents and agrees that Provider is qualified to perform and fully capable of performing and
providing the services required or necessary under this Agreement in a fully competent, professional and
timely manner to the satisfaction of the County. Provider shall be responsible for all errors or omissions, in
the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies,
ambiguities,mistakes or conflicts at no additional cost to the County. Provider agrees that Provider shall not
sub-contract any of the services to be provided in this Agreement, nor shall Provider assign any right or
responsibility granted or required by this Agreement,without the prior written approval of the County.
SPECIFIC TERMS
1. Payment: The County agrees to pay at the rates specified for Services satisfactorily
performed in accord with this Agreement. The amount to be paid by the County shall not exceed eight
hundred ten dollars, ($810.00). Payment shall be made within thirty (30) days of an invoice properly
submitted to County. Should Provider fail to perform its duties under the terms of this Agreement, County
may, without fault or penalty, withhold any payment associated with the work to be performed until such
time as said work is completed.
2. Non—waiver: Failure by County at any time to require the performance by Provider of any
of the provisions hereof shall in no way waive or affect the County's right hereunder to enforce the same,nor
shall any waiver by the County of any breach be held to be a waiver of any succeeding breach or a waiver of
this Non-Waiver Clause.
3. Independent Contractor: The Provider shall operate as an independent contractor, and the
County shall not be responsible for any of the Provider's acts or omissions. The Provider shall not be treated
as an employee with respect to the Services performed hereunder for federal or state tax, unemployment or
workers' compensation purposes. The Provider understands that neither federal, nor state, nor payroll tax of
any kind shall be withheld or paid by the County on behalf of the Provider or the employees of the Provider.
4. Insurance: Provider shall obtain, at its sole expense, Commercial General Liability
Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may
be required by County's Risk Manager as such insurance requirements are described in the Orange County
Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is
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incorporated herein by reference and may be viewed at
http://www.orangecountync.gov/departments/purchasing division/contracts.php). If County's Risk
Manager determines additional insurance coverage is required such additional insurance shall be designated
here N/A (if no additional insurance required mark N/A as being not applicable). Provider shall not
commence work until such insurance is in effect and certification thereof has been received by the County's
Risk Manager.
5. Indemnity: The Provider agrees to defend, indemnify, and hold harmless Orange County
from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable
attorney's fees) arising from bodily injury, including death, to any person or persons or damage to or
destruction of any property caused in whole or in part by any negligent or intentional act or omission on the
part of the Provider in carrying out Provider's duties and obligations related to the Services to be provided in
this Agreement.
6. Termination: This Agreement may be terminated at any time by mutual written agreement of
the parties or by the County upon written notice to the Provider. County may suspend this Agreement upon
reasonable notice to Provider.
7. Entire Agreement and Signatures: The parties have read this Agreement and agree to be
bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the
Agreement between the parties unless and until modified in writing and signed by the parties. Modifications
may be evidenced by telefacsimile signature. This Agreement together with any amendments or
modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of
the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66.
8. Governing Law and Priority: Both parties agree that this Agreement shall be governed by
the laws of the State of North Carolina and Orange County. Provider shall at all times remain in compliance
with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state
and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Anti-
Discrimination Policy. Any violation of this requirement is a breach of this Agreement and County may
immediately terminate this Agreement without further obligation on the part of the County. This paragraph
is not intended to limit and does not limit the definition of breach to discrimination. By executing this
Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any
agent or subcontractor, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing
this Agreement Provider affirms Provider is and shall remain in compliance with Article 2 of Chapter 64 of
the North Carolina General Statutes. In determining the basic services to be provided, should any documents
be referenced in or attached to this Agreement, the terms herein shall have priority in any conflict between
the terms of referenced documents and the terms of this Agreement.
9. Dispute Resolution: Neither party may initiate binding arbitration. Any disputes shall be
resolved by nonbinding mediation. Should either party initiate litigation to settle any dispute involving the
terms of this Agreement such litigation shall be initiated in the General Court of Justice of North Carolina
seated in Orange County, North Carolina.
10. Non Appropriation: Provider acknowledges that County is a governmental entity, and the
validity of this Agreement is based upon the availability of public funding under the authority of its statutory
mandate. In the event that public funds are unavailable and not appropriated for the performance of County's
obligations under this Agreement, then this Agreement shall automatically expire without penalty to County
immediately upon written notice to Provider of the unavailability and non-appropriation of public funds.
[SIGNATURE PAGE TO FOLLOW]
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IN WITNESS WHEREOF, Orange County and the Provider have signed this Agreement, effective
as of the day first written above.
ORANGE COUNTY PROVIDER
----DocuSigned by: DocuSigned by:
By: i(VM Nbv' 11/11/2016 B . 11/9/2016
Jim Nifoth - u 1.tnc rtment Director Titl : 8A70C1433BD0 9
200 S. Cameron St. Fetch Networks, LLC
P.O. Box 8181 2500 Regency Parkway, Ste. 309
Hillsborough,NC 27278 Cary,NC 27518
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DocuSign Envelope ID:F8A6106B-387F-4148-B9F8-4D7937C08E11
etch
SERVICES ORDER FORM
Order Date: Customer Reference Number: Fetch Salesperson Name: Region:
11/1/2016 OCNC Chris Sicilian NC
Company Name: Officer or Owner: Telephone:
Orange County North Carolina Jim Northrup
Address(Mailing or Invoicing Address): Officer/Owner Email Address: Cell Phone:
131 W. Margaret Ln Northrup @orangecountync.gov
City: State: Zip Code: Installation Contact if other than Officer/Owner: Telephone:
Hillsborough NC 27278
Please advise your Fetch if there are multiple shipping or installation Accounts Payable Contact, if other than Officer/Owner: Telephone:
addresses
SUBSCRIPTION SERVICES:
QUANTITY DESCRIPTION Service Start Date Monthly Per Unit Fee MONTHLY TOTALS
3 1 Software&Data 11/1/2016 10.00 30.00
Total Monthly Amount $
Agreement Length: 12 Month(the"Service Term") Excludes Applicable Taxes and Fees
This Agreement may be terminated by either party at the end of the applicable Service Term by providing
written notice at least sixty(60)days prior thereto, but in the absence of such notice,the applicable
Service Term shall automatically renew under the same terms and conditions for successive twelve(12)
month periods(such renewal periods(s)shall also be referred to herein as a'Service Term').
ONE-TIME FEES(per Occurance): None
QUANTITY DESCRIPTION AMOUNT EXTENDED PRICE
3 ITR6 @$150 each 450.00 $450.00
Total One-Time Fees
COVERT INSTALLATION: Excludes Applicable Taxes and Fees
IMPORTANT NOTICE:
In order to ensure a swift installation please ensure all assets are available. Please inform your contact person to expect a call within 24 hours to confirm a
date for installation. Future deinstalls, or reinstalls(or combined deinstalls and reinstalls completed at the same time)will be billed at$100 per vehicle.
Additional charges may apply if there are multiple installation locations or if more than one visit is necessary to complete the activity. In signing,the client
agrees to comply with the Terms of the Agreement and to complete the payments in full. Fetch provides on-line training, periodic upgrades to subscription
services, and technical support at no additional charge for the duration of the contract. In the event that the vehicle tracking unit malfunctions or is
defective,through no fault of the customer, Fetch will replace the unit at no additional charge at a time and place mutually convenient to the Customer and
Fetch.
THE RIGHTS AND OBLIGATIONS OF FETCH AND CUSTOMER ARE SUBJECT TO AND GOVERNED BY THE TERMS AND CONDITIONS AGREEMENT
AND INCORPORATED HEREIN BY THIS REFERENCE.PLEASE READ THE TERMS AND CONDITIONS BEFORE SIGNING THE AGREEMENT.BY
SIGNING BELOW YOU ARE ACCEPTING THE TERMS OF THE AGREEMENT,INCLUDING THE TERMS AND CONDITIONS INCORPORATED HEREIN.
FETCH'S ACCEPTANCE OF CUSTOMER'S ORDER IS SUBJECT TO CREDIT APPROVAL AND SIGNATURE ON THIS AGREEMENT BY A DULY
AUTHORIZED REPRESENTATIVE OF FETCH.
NOTES REGARDING INSTALLATION: Self Install
Customer Name: Authorized Fetch Representative:
By(signature) Date: By(signature) Date:
DocuSign Envelope ID:F8A6106B-387F-4148-B9F8-4D7937C08E11
1,t
Fetch Networks,LLC Support/Sales
2500 Regency Parkway Phone Number:866-568-8598
Cary,NC 27518
AUTHORIZATION AGREEMENT FOR DIRECT PAYMENTS
Direct Debit(ACH)&Credit Card
Company Name: Billing Address:
Phone:
Email:
Subscription Services Payment Options:
Monthly Payments 30.00
Annual Payments You Save per Month(2.5%)
Full Term One-Time Payment You Save per Month(2.5%)
Total One-Time Fees: 450.00
(above amounts exclude applicable taxes and fees)
I(we)hereby authorize Fetch Networks,LLC,to initiate debit entries to my(our)
Please Select One Payment Method:
Bank via ACH: Credit Card:
(select one) Checking Savings (select one) Visa Mastercard
American Express Discover
Bank Name: Card Number:
Routing Number: Expiration Date:
Account Number: Security Code:
Cardholder Name:
Cardholder Street:
Cardholder City:
Cardholder State: Cardholder Zip:
INVe authorize Fetch Networks, LLC("Fetch")to begin deductions as per my/our instructions for regular recurring payments and/or one-time payments from
time to time,for payment of all charges arising under my/our Fetch account(s) including applicable taxes and fees. Regular recurring payments for the full
amount of services delivered will be debited/charged to my/our specified accounts each payment cycle.This authority is to remain in effect for the duration of
the Service Term as defined in the signed Services Order Form or until Fetch has received written notification from me/us of termination.This notification must
be received at least fifteen(15)days before the next debit is scheduled at the address provided below.
Signature: Date:
DocuSign Envelope ID:F8A6106B-387F-4148-B9F8-4D7937C08E11 protecting and securing its usemame and password from unauthorized use.The Customer must notify Fetch immediatey in the event
that it is aware of the possibility of a breach of security.
The Terms and Conditions(the"Terms")of this Agreement(the"Agreement')together with each Services Order Form govern all
contracts for the sale of services(the"Services')by Fetch(which for purposes herein shall include its affiliates)to the Customer.All other Fetch may provide hypertext links to sites on the Internet.which are operated by unrelated third parties.Using an external
terms,or variations to these printed Terms,conditions,term sheets,order forms or purchase orders are exduded unless agreed explicitly hypertext link means that the Customer may be leaving Fetch's site and Fetch therefore takes no responsibility for and gives no
in writing by a numbered modification addendum authorized by Fetch.Execution litre Services Order Form by the customer,whether in warranties,guarantees or representations in respect of linked sites.
writing,on the Internet or by e-mail shall mean acceptance that these Terms are deemed incorporated in any purchase order or order Customer acknowledges and agrees that although Fetch's Service contains maps.routing instructions and driving directions,
form and shall form the contact between the Customer and Fetch. Fetch assumes no responsibility for the accuracy of this information.Customer is responsible for checking directions for
These Terms are the entire Agreement for the sale of Services,and they shall supersede all prior terms,understandings or accuracy,confirming that the designated routes still exist,responding appropriately to construction and other road hazards and
agreements between the Customer and Fetch.If any pad of the Terms should be found to be invalid or unenforceable by a court adhering to all traffic laws.
or other competent authority.then the rest shall not be affected. The Equipment and Services are designed to collect certain data and information from Customer's vehicles,including,without limitation,
Any notice to be given in respect of these Terms by either of the parties shall be in writing,and delivered to the registered office data regarding the location of the vehicles,rate of travel,ignition on/off,idle time,number of stops and other similar information
or principal place of business of the other. (cdlectively,"Vehicle Information").Customer acknowledges and agrees that as between Customer and Fetch,Fetch owns all Vehicle
Information, including all rights in and to such Vehide Information. Without limiting the generality of the foregoing,Customer
B. PRICES,PAYMENT TERMS,COMMITMENT OF CUSTOMER,CREDIT REPORTING AND TAXES acknowledges and agrees that as the owner of the Vehicle Information,Fetch may review,analyze,manipulate,copy and modify the
Prices,which are expressed in US Dollars,are only valid if expressed in writing by Fetch and only for the period stated in the Vehide Information.Fetch may also distribute reports,analyses and data based upon the Vehide Information,provided,however that
quotation or contract If not stated,the validity period is 30 days. Fetch agrees that it shall not disclose to any third parties any Vehicle Information that identifies specifically Customer or any of the drivers
Billing and the Service Term(as described in Section N)shall commence on installation of Equipment or forty five(45)days of Customer's vehicles.It being understood,however,that the foregoing restriction shall not apply to disclosures of Vehicle Information
from the execution of the applicable Services Order Form,whichever is earlier. that are(i)required by law or in response to a request from law enforcement authorities,(ii)made in connection with a subpoena or other
similar demand,(iii)made in connection with a contemplated merger.acquisition or similar transaction,(iv)made to Fetch's affiliates or
Unless otherwise stated,payment of all amounts shall be made within 15 days of the date on the invoice or before any due date for related companies,and/or(v)made to Fetch's service providers.
payment shown on the invoice.If any payment is not made by the Customer by the due date,Fetch reserves the right to charge a late
J. AVAILABILITY OF SERVICES
payment charge of one and one-half percent(1.5%)per month of the outstanding past due balance.Any failure by Customer to make
timely payment of any obligation under this Agreement shall be deemed a breach.Customer agrees to reimburse Fetch for all charges, Fetch does not warrant any connection,communication,transmission,security of or results from the use of any information provided(or
costs.expenses and attorney's fees incurred to enforce or collect the amounts due under this Agreement omitted to be provided)in connection with the Services.Availability of,or accuracy of information provided by the Services may become
In the event Customer has a valid dispute with any invoice or amount due,such dispute must be communicated in writing to Fetch within disrupted or degraded from time to time as a result of events such as,but not limited to;disruption to satellite system operation,
30 days of the billing date,describing the amount,issue and the reason for any dispute.Any amounts not disputed within this time frame unavailability of wireless data canierservices or signals,disruptions to the Internet or Fetch's server(s),computer failures and viruses,and
will be deemed to be valid.Fetch and the amount is agree to work expeditiously to resolve any dispute. hardware failures.Fetch shall use commercialy reasonable efforts to minimize the effects of any such disruption or degradation to the
Customer,but shall not be liable to the Customer for any loss or damage,whether resulting directly or indirectly from the unavailability of
Customer agrees to notify Fetch within 30 days of any change in Customer's trade name,address,or phone number.By executing this any of the Services,degradation of the accuracy of the information or the failure of the Products.Fetch accepts no responsibility
Agreement,Customer authorizes Fetch to periodically request your credit reports and bank and trade references.Upon your request,we whatsoever for any Vehicle Information lost as a result of any failure of the Equipment or disruption to or degradation of any of the
will inform you of the name and address of the reporting agency from which we received such a report. Services.Fetch's total liability to the Customer shall not exceed the fees received by Fetch from the Customer for the Services relating to
All payments to Fetch exdude taxes unless specifically stated.The Customer is responsible for payment of all applicable taxes, the period during which any disruption or degradation of the Services continued.
however designated or incurred in connection with the transactions under this agreement,and agrees to reimburse Fetch for Neither Fetch nor its wireless network partners make any warranties with respect to the Service or the performance of any wireless
any taxes paid on their behalf. network.To the extent Fetch provides access to information provided by other sources,Fetch accepts no liability for and makes no
C. DELIVERY AND INSTALLATION OF FETCH OWNED EQUIPMENT warranties,express or implied,with respect to the content thereof.Customer has not relied on and will not make claim that it is
entitled to the benefit of any representations,promises,description of services or other statement not specifically set forth in this
The provision of Services as contemplated herein requires the installation of certain Fetch owned equipment(the"Equipment")into Agreement.
Customer vehides.All Equipment delivery times and dates are approximate,but Fetch shall use its reasonable efforts to respect them.
The parties shall each make commercially reasonable efforts to schedule and complete the installation of the Equipment within fourteen K. CONFIDENTIALITY
(14)days from the date this Agreement is executed,unless an altemate schedule is agreed upon in advance by both parties.Fetch shall Both Fetch and the Customer will treat all information received from the other party that is marked'Confidential'or which is reasonably
not be liable for any loss or damage resulting from late delivery or installation.Should Customer not make reasonable efforts to make obvious to be confidential("Confidential Information")as it would treat its awn confidential information,but in no event shall either party
vehides available to Fetch or our designee for installation of Equipment within forty five(45)days from the date of this Agreement Fetch's employ less than a reasonable degree of care in protecting the Confidential Information.Confidential Information includes,but shall not be
obligation to install such Equipment shall expire,and any installation thereafter shall be subjected to an incremental installation fee of limited to:pricing,business plans,customer lists,operational and technical data and product plans.
$100 per vehide,in addition to all other fees.Fetch's inability to install such Equipment in Customer vehides due to unavailability of
Customer vehicles shall not relieve Customer of its service fees pertaining to such vehicle(s). L. LIABILITY
Fetch,its employees or sub-contactors shall normaly carry out installations.In the event that installation is carried out by the Customer, Fetch does not represent or warrant that Customer will achieve any certain results by use of the Service.Fetch does not warrant that the
the Customer's employees,agents.representatives or nominated sub-contractors("Self-install"),Fetch shall not be liable for any loss or functions contained in the Equipment or Service will meet Customer's requirements or that the operation of the Equipment or Services will
damage whatsoever,arising directly or indirectly,as a result of any negligence or failure to follow Fetch's written instructions in instating be uninterrupted or error free.With the exception of the indemnity obligations set forth in section H,Fetch's maximum liability for all claims
the Equipment Should Customer Self-install,Service Term shall commence upon delivery of Equipment to Customer as evidenced by under this Agreement(whether in tort,contract,negligence or otherwise)shall not exceed one years'Services fee or the total fees
shipping carrier documented delivery date. received by Fetch from the Customer for the Services,whichever is less.
D. ACCESS AND USE Neither the Customer nor Fetch shall be liable to the other for any economic(including,without limitation,loss of revenues,profits,
Subject to the terms and conditions of this Agreement,Fetch hereby grants Customer anon-exclusive,non-transferable limited contracts,business or anticipated savings).special,indirect,incidental.exemplary.punitive or consequential losses or damages or loss of
Subject
in the territory where ande the Customer t this located Agreement,
follows:Fetch goodwill in any way whether such liability is based on tort,contract.negligence,strict liability,product liability or otherwise arising from or
relating to this Agreement or resulting from the use or the inability to use the Service or Equipment or the performance or non-
a. To access and use the Services until the last day of the Service Term,consistent with any Fetch policies and additional use performance of the Services or Equipment.It is the responsibility of the Customer to insure itself in this regard if it so desires.
limitations specified or referenced in the order form and solely for the Customer's use;and M. FORCE MAJEURE
b. To download,print,copy and use any documentation as reasonably necessary for it's internal,in-house use related to the Fetch shall not be liable to the Customer for non-performance or delay in performance of any of its obligations under these Terms or loss
rights granted under subsection(a)above. or damage of any products due to acts of God,failure of the Internet or another network,war,riot,civil commotion,embargo,strikes,fire,
Fetch reserves all rights not expressly granted herein.Except as otherwise permitted herein,Customer may not copy,modify,adapt,or theft,delay in delivery of services of sub-contractors or sub-suppliers,shortage of labor or materials,confiscation or any other unforeseen
create derivative works of the Services.Except as otherwise permitted herein,in no event shall Customer(i)use,or permit any third party event(whether or not similar in nature to those specified)outside the reasonable control of Fetch.
to use,the Services for timesharing,rental,or service bureau purposes,or(ii)decompile,disassemble,reverse assemble,or otherwise N. TERM AND TERMINATION
reverse engineer the Equipment or Services,or permit any third party to decompile,reverse assemble.or reverse engineer the
Equipment or Services.Customer will use the equipment and services only in compliance with applicable law. The initial Service Term of this Agreement shall begin an the earlier of installation of the Equipment or forty five(45)days from the date
E. OWNERSHIP RIGHTS the Services Order Form is executed,and continue for the period indicated on the Services Order Form(the"Service Term").The
Service Term for renewal Services shall commence on the date of execution of the applicable Services Order Form for the renewal or,
Ownership.Customer acknowledges that Fetch owns all rights,title,and interest in the Equipment and Services,including but not limited if later,the date specified on the Services Order Form as the start date for the applicable renewal Service.Unless otherwise specified
to all worldwide copyrights,trade secrets,trademark,patents,confidential information,and proprietary and intellectual property rights in the Services Order Form,add-on features will run for the same term as the base vehide tracking units to which the add-on features
subsisting therein.Customer shall not acquire any rights,express or implied,in the Equipment or Services other than those specified in apply.This Agreement and/or the Services Order Form may not be terminated by Customer or Fetch during the Service Term other
this Agreement than for breach and then only by the non-breaching party.This Agreement may be terminated by either party at the end of the
Third Party Software.Customer acknowledges that the Equipment and the Services may contain certain third party applications applicable Service Term by providing written notice at least sixty(60)days prior thereto,but in the absence of such notice,the
licensed to Fetch.The right to access and use the Services granted hereunder shall be subject to any underlying license to applicable Service Term shall automatically renew under the same terms and conditions for successive twelve(12)month periods
Fetch from a third party of any component of the Equipment or Services. (such renewal periods(s)shall also be referred to herein as a'Service Term').
F. TITLE The provisions of the Confidentiality clause of these Terms shall survive termination by two years.
Title in the Equipment shall at all times remain with Fetch.Fetch may enter the Customer's property to repossess the Equipment Upon the termination of this Agreement for whatever reason,all rights granted by Fetch to Customer hereunder shall immediately cease and
if payments are not received in full by their due dates pursuant to this Agreement. Customer shall immediately return to Fetch all Fetch property,including,but not limited to,its Equipment Confidential Information and all
G. EQUIPMENT DEFECTS&REPRESENTATIONS copies thereof.Upon the termination of this Agreement Fetch shall immediately return to Customer all Customer property,induding,but not
limited to,its Confidential Information and all copies thereof.Termination of this Agreement shall not limit either party from pursuing other
Subject to the limitations contained herein,Fetch represents that for the Service Term of this Agreement,the Equipment will be free remedies available to it including injunctive relief.Termination of this Agreement,other than as a result of Fetch's breach,shall not relieve
from material defects in materials and workmanship and will substantially conform to the specifications for such Equipment WITH Customer of its obligation to pay all fees and other amounts due by Customer under this Agreement and such amounts shall be accelerated
THE EXCEPTION OF THE REPRESENTATION IN THE FOREGOING SENTENCE,FETCH MAKES NO OTHER EXPRESS OR and paid by Customer in a lump sum payment due upon termination.
IMPLIED WARRANTIES OF ANY KIND WITH RESPECT TO THE SUBJECT MATTER HEREOF AND ALL OTHER WARRANTIES
ARE HEREBY DISCLAIMED,INCLUDING,WITHOUT LIMITATION,THE IMPLIED WARRANTY OF MERCHANTABILITY,NON- 0. ASSIGNMENT
INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.If during the Service Term any Equipment is found to be defective, Fetch reserves the right to assign this Agreement to a third party at any time during the term of this Agreement.This Agreement is
Fetch will at its option repair or replace the defective Equipment within a reasonable time using components or replacements that are personal to the Customer,and Customer may not assign its rights or obligations,in whole or in pad,to any third party without Fetch's
new or used.The foregoing remedy is the sole and exclusive remedy of Customer regarding defective equipment and is in lieu of any written approval.
other remedy available to the Customer at law or in equity.Customer will provide Fetch reasonable access to the vehide to effect such
P. GOVERNING LAW AND JURISDICTION
repairs or replacements.In no event will Fetch be liable for loss of use of the vehicle when the Equipment is being repaired or
replaced.This representation shall be void and of no effect if failure of the Equipment or any part thereof is due to accident, This Agreement and these Terms shall be construed in accordance with North Carolina law,and shall be subject to the
modification or misuse by the Customer or any third party. exclusive jurisdiction of the courts of the state of North Carolina,United States of America.
Fetch's repair or replacement of defective Equipment does not apply,and Customer may incur additional charges.for defects
resulting from:(i)damage caused by incorrect installation,use,modification or repair by any unauthorized 3rd party or by the
Customer or its representative,(ii)misuse or abuse to any element of the system or component thereof,(iii)damage caused by any
party or other external force,or(iv)damage caused by the connection of the Equipment to any third-party products or software
provided by the Customer.
H. INTELLECTUAL PROPERTY RIGHTS
If the Equipment or Service becomes the subject of a claim that the Equipment or Service infiinges the intellectual property rights of a third
pally and as a result of such daim,or the settlement thereof,the use of the Equipment or Service is prohibited or enjoined,Fetch shall,at its
sole expense,use its commercially reasonable efforts to do one or more of the following,in Fetch's sole discretion:(i)obtain for Customer the
right to use the infringing Equipment or Service without any additional cost to Customer;(ii)modify the infringing Equipment or Service so that
it becomes non-infringing;or(iii)replace the infringing Equipment or Service with a non-infringing item.If,after using commercially reasonable
efforts,none of the foregoing alternatives is reasonaby possible,then Fetch may require that Customer return the infringing Equipment to
Fetch and/or discontinue use of the Service and upon such return or discontinuation of use,Fetch shall refund to Customer a pro-rated
portion of the Service fees already paid for in advance.No creditor refund shall be made for Services already provided to the Customer.
Fetch retains all Fetch owned Intellectual Property in the Equipment and Services.
Copyright and all other intellectual property rights'subsisting in the Service is owned by Fetch or the providers of such information.The
Customer may use information retrieved from the Services only for its own use which means that the Customer may not sell,resell,
retransmit or otherwise make the information retrieved from the Services available in any manner or on any medium to any third party
unless the Customer has obtained Fetch's prior written consent
I. USE OF THE FETCH SERVICE
The Customer is responsible for all use of the Services made using any usernames and passwords registered by or allocated to it,
whether or not the use is made by the Customer or someone else using its usemame and password.The customer is responsible for