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LICENSE TERMS AND CONDITIONS

These License Terms and Conditions (the “Agreement”) is entered into by and between ITSA Solutions, LLC DBA Barnacle® Parking Enforcement (”BPE”) and the customer defined in an Order (“Customer”), and is effective as of the date of Customer’s signature on the Order (“Effective Date”). BPE and Customer are each a “Party” and, collectively, the “Parties.” BPE provides certain Services (as defined below) to Customer as described in the Order, relating to the Barnacle Parking Enforcement System as described at www.barnacleparking.com (the “System”). By executing the incorporated Order, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to the terms and conditions contained in this Agreement.

1. Definitions

“Services” shall mean all services, Applications, and Products furnished by BPE to Customer relating to the System as set forth in any Order. Each Order shall specify pricing, minimum usage, System access, and other terms; provided however, terms may be provided to Customer via other communications (including e-mail, text message, or messages through the Applications), and such terms shall control as they relate to the Services provided to Customer.

“Application(s)” shall mean any of the following applications provided to Customer by BPE pursuant to an Order.

1.1.1 Barnacle® Enterprise Management System (“BEMS”). “BEMS” shall mean the software application provided to Customer from BPE in any form for Customer’s use in managing and applying the BPEDs (as defined below), which use shall at all times be subject to any terms and conditions of this Agreement and any Order pursuant to it.

1.1.2 Interactive Voice Response System (“IVR”). “IVR” shall mean the automated telephone and voice response system that connects to the BEMS for Customer and Customer’s third-party end-users to obtain unique codes to release a BPED from such third-party end-user’s vehicle.

1.1.3 Web Payment Application (“WPA”). WPA shall mean the web based application for the payment of fines by a third-party end-user or motorist. The WPA connects with the BEMS to provide Customer’s third-party’s end-user unique codes to use in releasing a BPED from such third-party end-user’s vehicle.

1.3 “Product(s)” shall mean the Barnacle Parking Enforcement Device (“BPED”) or any other tangible products provided from BPE to Customer.

1.4 “Payment Processing” shall mean the third-party Payment Processing service provided to Customer for processing payment of any fines. Payment Processing will perform all of the steps necessary to pre-authorize a motorist’s credit card, debit card, and obtain payment for the fines owed to Customer and applicable deposit.

2. License; Intellectual Property; General Use; Use Restrictions

2.1 Subject to the terms and conditions in this Agreement and any Order, BPE grants to Customer a restricted, limited, revocable, non-transferable, non-exclusive, and non-sublicensable license to use the Services during the term described in an Order, subject always to the following terms: (a) access will be limited to the permitted users identified by Customer from time to time, each of whom is an employee or authorized agent or contractor of Customer (“Authorized Users”); and (b) access may be terminated and this license revoked by BPE upon any breach by Customer of this Agreement. Additional terms and conditions may be set forth in the Order or separate attachments provided to Customer. Customer agrees to, and will instruct each Authorized User of, all restrictions and obligations applicable to Customer’s and its Authorized User’s use of the Services hereunder. Customer acknowledges and agrees that Customer is solely responsible and liable for, and BPE hereby expressly disclaims, all liability with respect to all acts and omissions of any Authorized User, including without limitation (a) the access and use of the Services by any Authorized Users and (b) each Authorized User’s compliance with this Agreement.

2.2 Customer will not, and will not permit third-parties including Authorized Users to: (a) decompile, disassemble, or otherwise reverse engineer the Services or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats, or programming interfaces of the Services; (b) copy or duplicate, distribute, sell, sublicense, or lease the Services; (c) remove any product identification, proprietary mark, copyright, trademark, service mark, or other notices contained in the Services; (d) modify or adapt the Services including, but not limited to, translating or creating derivative works of the Services or any data or content contained therein; or (e) distribute, resell, permit access to, publish, commercially exploit, disclose or otherwise transfer or make the Services available to any other person or organization.

2.3 Customer agrees that any user identifications, passwords or other information related to Customer’s Authorized Users shall be maintained in confidence and used only by the Authorized User to which such information is assigned. Customer agrees to use the Services only as expressly permitted by this Agreement and in accordance with all applicable laws, rules and regulations. Customer agrees that, upon reasonable notice during the term of this Agreement, BPE may, at its sole discretion, request documentation from Customer to confirm that Customer is in compliance with the terms and conditions of this Agreement. If BPE is required to bring any action or suit to enforce Customer’s obligations hereunder or to pursue any remedies BPE may have for Customer’s violation of terms and conditions set forth in this Agreement or on BPE’s website, BPE shall be entitled to recover from the Customer, in addition to any other rights and remedies it may have, all reasonable costs and expenses, including without limitation all attorneys’ fees for such suit and/or enforcement.

3. Proprietary and Confidential Information

3.1 BPE’s Ownership of Intellectual Property

3.1.1 BPE and its licensors retain exclusive ownership of all of its right, title and interest in the Services and any intellectual property rights related to the Services and any derivatives thereof, now known, or hereafter known or developed; Feedback as defined below; and all worldwide intellectual property rights therein, including without limitation, all: (a) rights associated with works of authorship throughout the universe, including, but not limited to, copyrights, moral rights and mask works; (b) trademarks, services marks, trade names, and any other indicia of origin; (c) technical and non-technical information (regardless of whether such information is in tangible or intangible form) including source code, object code, computer code, data, ideas, concepts, formulae, methods, techniques, processes, financial business plans and business methods (including any derivatives of any of the foregoing) that derive economic value, actual or potential, from not being generally known to other persons who could obtain economic value from the disclosure or use thereof, and which are the subject of efforts that are reasonable under the circumstances to maintain their secrecy (“Trade Secrets”); (d) patents, pending patent applications, designs, algorithms and other industrial property rights; (e) other intellectual and industrial property rights (of every kind and nature throughout the universe and however designated, including “rental” rights and rights to remuneration), whether arising by operation of law, contract, license or otherwise; and (f) registrations, initial applications, renewals, extensions, continuations, divisions or reissues now or hereafter in force (including any rights in any of the foregoing), (collectively, “Intellectual Property”).

3.1.2 Customer covenants not to prejudice or impair the interest of BPE in any of its Intellectual Property and shall not assign, sublicense, transfer, or resell the Services to any third-party nor allow any third-party to access or use the Services, except as expressly provided herein. BPE may take remedial action in the event of violation of the terms of this Agreement in its sole discretion, including but not limited to suspension of the Services hereunder or termination of this Agreement.

3.1.3 Customer agrees that BPE may analyze usage of the Services and may collect, use, and disclose quantitative data derived from use of the Services by Customer or suggestions and recommendations of the Customer (“Feedback”) for business purposes including but not limited to improvement of the Services or development of new products. Customer agrees Feedback is not Customer Data, and BPE retains all intellectual property rights in Feedback. Feedback, even if designated as confidential, shall not create any confidentiality obligations hereunder for BPE.

3.2 Proprietary Information. Customer agrees to hold in confidence and use commercially reasonable efforts to avoid unauthorized disclosure or use of all Proprietary Information (defined below) that it receives from BPE, including measures to prevent loss, theft, and misuse. Customer will not disclose any of BPE’s Proprietary Information to any party or person whatsoever other than to their respective employees or agents who have a need to know such Proprietary Information consistent with the purpose for which it was disclosed. Customer will not use, directly or indirectly, any of BPE’s Proprietary Information for any purpose other than the purpose for which it was disclosed to support the Services. Customer shall immediately give notice to BPE of any unauthorized use or disclosure of BPE’s Proprietary Information and shall assist BPE in remedying any unauthorized use or disclosure of Proprietary Information caused by such Customer. Customer may disclose Proprietary Information to its employees, subcontractors, Affiliates, and agents (“Representatives”) who have a need to know such information in connection with this Agreement; provided that such Representatives agree to the same confidentiality terms in this Agreement, and Customer is liable for its Representatives breach of this Agreement.

3.3 Definition of Proprietary Information. Proprietary Information means Confidential Information and Trade Secrets whether in written, oral, electronic or other form, furnished, transmitted to, observed or obtained by one of the parties, including but not limited to the Services. The following information, all as reasonably substantiated by documentation, however, is not Proprietary Information and Customer is not restricted as to its use or disclosure: (a) information already in the possession of, or already known to, the Customer as of the Effective Date, and not under any other obligations of confidentiality due to any other agreements between the Parties; (b) information that enters the public domain after the Effective Date through no breach of a confidentiality obligation; (c) information lawfully furnished or disclosed to the Customer by a non-party to this Agreement without any obligation of confidentiality; (d) information independently developed by any Party without use of any Proprietary or Confidential Information; or (e) information that is explicitly approved for release by BPE.

3.4 Definition of Confidential Information. Confidential Information means non-public information that by its nature should be deemed confidential, including but not limited to BPE Intellectual Property, the System, strategic and development plans, financial information, Applications, Services, Products, business plans, information about parent, subsidiaries or sister companies, co-developer identities, data, business records, client lists, identity of vendors and partners, policy information, personally identifiable information, product designs, test data, project records, market reports, investor information, know-how, discoveries, ideas, concepts, specifications, models, diagrams, methodologies, research, technical and statistical data, drawings, models, flow charts, work-flow, marketing, pricing, selling, distribution, database descriptions, software code, source code, object code, and any and all other tangible or intangible information, other than Trade Secrets, encompassed in any medium, which may be disclosed, whether or not in writing, whether or not marked as “Confidential” or “Proprietary”, and whether generated or learned as a result of or in connection with the Services.

3.5 Return of Proprietary Information. Upon written request of BPE, Customer will promptly return or destroy (as directed by BPE) all Proprietary Information received from BPE, including all copies thereof, and provide written certification thereof.

3.6 Disclosure Required by Law. A disclosure of Proprietary Information in response to a valid order by a court or other governmental body or otherwise required by law is not considered to be a breach of this Agreement or a waiver of confidentiality for other purposes. Before any such disclosure, Customer shall provide prompt written notice to BPE and reasonably cooperate with BPE in seeking a protective order or preventing disclosure.

3.7 Survival of Obligations. All obligations and restrictions of confidentiality and ownership of Proprietary Information under this Agreement shall survive the termination of this Agreement.

3.9 Certain Rights Granted to BPE. Customer authorizes and grants to BPE a right and license to use Customer’s name and logo on its marketing and promotional material, including on its website and customer lists. Customer grants BPE the right to make certain press releases available to the general public regarding the services provided by BPE to Customer. Customer acknowledges and agrees that BPE may collect and retain aggregate non-identifiable data and Feedback derived from performance of the BPE Products and Services in accordance with BPE’s privacy policy and terms of use.

3.10 Use of BPE’s Trademarks for Promotional Purposes. BPE hereby authorizes Customer to use the BPE trademark and logo (the “Marks”) in its marketing and promotional materials solely for cross-promotional purposes to identify that Customer uses the System; provided such use must be in accordance with BPE’s guidelines posted on BPE’s Application as updated by BPE periodically. Customer agrees that it shall not harm, misuse, or bring into disrepute the Marks. All uses of the Marks pursuant to this Agreement shall inure to the benefit of BPE. Customer may not use or register, or otherwise claim rights in the Marks, including as or as part of any trademark, service mark, BPE name, trade name, username, domain registration or copyright. BPE may revoke permission to use the Marks at any time.

4. Fees

4.1 Subscription Fees and Payment Terms. Customer shall pay the monthly fees (“Fees”) specified forth in an Order, or as found on any relevant invoices provided to Customer by BPE. Customer shall pay the first three months pro-rated portion of the annual Fees on the Effective Date. Thereafter, BPE shall invoice Customer monthly for a pro-rated portion of the annual Fees unless specified otherwise in the Order. For the avoidance of doubt, Customer acknowledges and agrees that the Fees provided in the Order are subject to change by BPE, in its sole discretion. If invoiced, all Fees are due and owing within thirty (30) days of BPE sending such invoice to Customer. Customer shall pay interest computed at the rate equal to the higher of (i) one and one-half percent (1 1/2%) per month or (ii) the maximum rate permitted by law, on any amounts due that are remitted more than thirty (30) days late. Customer shall be responsible for all costs and expenses, including court costs and attorneys fees, incurred by BPE in collecting any fees owed to it under this Section 4.1 or enforcing its rights under this Agreement. Failure to pay invoices and amounts owing when due is a material breach of this Agreement. BPE shall have the right to interrupt service with no warning if any payments are considered late under this Agreement.

4.2 Taxes. Customer shall be responsible for all taxes applicable to Customer and arising as a result of this Agreement, other than taxes based on BPE’s income. The prices provided to Customer from BPE do not include any taxes associated with the Services, however designated.

4.3 Surcharges. Customer acknowledges and agrees that charges to motorists include or require additional surcharges (“Surcharges”) and convenience fees for payment via credit card (“Convenience Fees”) for fines collected by BPE on behalf of Customer (collectively, “Motorist Costs”). Customer acknowledges and agrees that BPE shall have a right to the Motorist Costs for each transaction processed by BPE, including for transactions that are denied, returned, or charged back as a result of a third-party denying such payment or refusing to honor such payment to Customer. Customer covenants and agrees that BPE shall have the right to collect all fees and costs, including but not limited to Motorist Costs relating to each use of the Product from Customer, whether or not Customer ultimately receives payment for the fine. BPE shall have the right to offset “bad charges” or refunded charges against future amounts due and owing to Customer from BPE as part of using the Services.

4.4 Replacement Fees. Customer acknowledges and agrees Customer shall pay fees for lost, stolen, or damaged Products.

4.5 Pricing Modifications. Customer specifically acknowledges and agrees that fees shall increase annually.

4.6 Disputes of Collected Fees of Invoiced Amounts. To the extent Customer disputes any fines collected on behalf of Customer or the fees and amounts due from Services on any invoice provided to Customer, Customer shall dispute such amounts within thirty (30) days of the invoice date or the date when the fee was collected by the BPE (whichever is shorter), and Customer shall be required to provide reasonable detail and support for any dispute. To the extent Customer does not meet such deadline date to dispute any charges or fees, or Customer does not provide appropriate support, Customer shall have waived all rights to contest such fees and charges.

5. Term; Termination

5.1 The term of this Agreement shall commence on the Effective Date and continues until the expiration or termination of all Orders. Orders shall automatically renew for additional one-year terms (each, a “Renewal Term”) at the list price in effect at the time of renewal unless Customer or Company terminates in writing at least ninety (90) days prior to the expiration of the then-current term.

5.2 BPE may terminate this Agreement upon written notice to the Customer of a material breach of this Agreement or Orders. Such termination shall become effective immediately, unless such material breach is capable of being cured in BPE’s sole discretion, in which case termination shall be effective if such breach is not cured within seven (7) days after receipt of such written notice.

5.3 Except as specifically provided for in this Agreement or the Policies as defined below, as of the effective date of termination, all of Customer’s rights to use the Services (including without limitation, the BPEDs) shall terminate immediately and Customer shall at its own expense and within 7 business days return all Products (including without limitation, the BPEDs) to the BPE that were provided to Customer. All returned Products (including without limitation, the BPEDs) shall be in good working order and condition. Customer may be subject to additional charges, as determined by the BPE, in its sole discretion, to repair or return any damaged Products to good working order.

6. Customer Data

6.1 BPE has no obligation to retain any of Customer's data that has been provided by Customer to BPE or generated through Customer’s use of the Services (“Customer Data”) after the termination of this Agreement, for whatever reason. BPE shall be entitled to irretrievably delete Customer Data at any time after thirty (30) days following the termination of this Agreement, and BPE shall have no obligation to notify Customer of its intention to delete or its deletion of any or all Customer Data, and Customer shall indemnify and hold BPE harmless from any claims arising from or related to Customer Data. Customer can request a copy of any Customer Data at any point during the term of this Agreement or within 30 days following termination.

6.2 Customer Data does not include Feedback, which is owned exclusively by BPE. Any Customer Data generated by Customer’s use of the Services shall be deemed non-confidential to Customer. Customer hereby grants and assigns to BPE, a worldwide, royalty-free, irrevocable, and non-exclusive license, with the right to sublicense, the rights to use and disclose the Customer Data on an anonymous basis in any manner BPE chooses, and to display, perform, copy, make, have made, use, sell, and otherwise dispose of any BPE’s Services embodying the Customer Data in any manner without obligation to Customer.

7. Customer Representations and Warranties and Covenants

Customer represents, warrants, and covenants to BPE that:

7.1 Customer is duly organized and validly existing under the laws of its state of incorporation or formation, has the necessary authority, licenses and other permissions to conduct the business in which it is currently engaged and to use the Services, and is in compliance with all applicable laws. Customer further represents and warrants that it has the legal capacity to agree to the terms of this Agreement, perform its obligations hereunder, has obtained and shall maintain all necessary authorizations, consents, or registrations required to carry out the activities contemplated in this Agreement, and entering into this Agreement will not violate any applicable law or regulation. Specifically, Customer warrants and represents that this Agreement and performance by Customer of its obligations hereunder shall not be in breach of, or constitute a default under, the provisions of any agreement, instrument or undertaking by which Customer is bound.

7.3 Customer shall use due care in determining the amounts or fines, if any, that it charges to a motorist for the removal of the BPED and that such amounts or fines shall not be punitive, egregious, excessive, or violate any law, rule, regulation, or ordinance applicable to Customer’s use of BPE's Products. Customer shall diligently review any changes to such laws, rules, ordinances, or regulations. Violation of this section will be deemed material breach of this Agreement as determined by BPE in its sole discretion.

7.5 Customer shall not, and shall ensure its Representatives do not, disparage BPE or any of its directors, officers, agents or executives or otherwise take any action which could reasonably be expected to adversely affect the reputation of BPE or its products or the personal or professional reputation of any of its directors, officers, agents or employees. Customer and its affiliates shall promptly notify BPE of any negative media that Customer becomes aware of relating to BPE or the Services.

7.7 Customer shall provide BPE with all necessary cooperation in relation to this Agreement and all necessary access to such information as may be required by BPE to render the Services. Customer shall carry out all of Customer’s responsibilities set out in this Agreement in a timely and efficient manner, and in the event of any delays in the Customer’s provision of such assistance as agreed by the Parties, BPE may adjust any agreed level of Services as may be reasonably necessary.

7.9 Customer shall be solely responsible for the results obtained from its use of the Services.

7.10 Customer shall be responsible for all lost, damaged or stolen Products and fees related thereto, and Customer shall follow the procedures outlined in Exhibit A, attached hereto and incorporated by reference herein, or as otherwise provided to Customer.

7.11 Customer shall maintain adequate insurance on the Products in Customer’s possession and control and to the extent requested by BPE, and shall name BPE as an additional insured on all applicable insurance policies covering the Products.

8. Indemnity

Customer agrees to indemnify and hold harmless BPE, its employees, contractors, agents, successors, officers, and assigns, from and against any and all suits, losses, claims, demands, liabilities, penalties, fines, costs, and expenses (including attorney and accounting fees) that BPE may sustain or incur as a result of any claim against BPE based upon negligence, breach of warranty, liability in contract, tort, or any other theory of liability brought by Customer, its officers, agents, employees, successors or assigns, by Customer's employees, auxiliary personnel (such as freight handlers, etc.) or by other third parties (including members of the public), arising out of, or in any way related to, directly or indirectly, (i) the use or misuse of the Services; (ii) Customer Data; (iii) Customer's failure to perform its obligations contained herein, or (iv) Customer’s negligence or intentional misconduct.

9. Limited Warranty; Disclaimers; Limitation of Liability; Remedies

9.1 BPE warrants to Customer, as the original purchaser (which warranty is not transferable), that its Products shall be free from material defects in the material and workmanship under normal use and service, in accordance with the BPE’s website policies and this Agreement, for a period of twelve (12) months from the Effective Date of an Order. This warranty shall not apply if Customer uses the Product in violation of this Agreement or any policy or if the Products have been subject to accident, negligence, abuse, misuse, or criminal acts.

9.2 EXCEPT FOR THE SPECIFIC REPRESENTATIONS OF BPE CONTAINED HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND NEITHER BPE NOR ITS AFFILIATES MAKE ANY REPRESENTATION OR WARRANTY OF ANY OTHER KIND EITHER EXPRESS OR IMPLIED WITH RESPECT TO THE SERVICES, OR THE ACCURACY OR COMPLETENESS THEREOF, OR THE RESULTS TO BE OBTAINED BY THE USE THEREOF OR ANY OTHER MATTER. BPE EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, COMPATIBILITY, MERCHANTABILITY, NONINFRINGEMENT, SECURITY, AND FITNESS FOR A PARTICULAR PURPOSE. BPE DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR THAT THE SERVICES WILL OPERATE IN COMBINATION WITH OTHER SOFTWARE OR APPLICATIONS. BPE DOES NOT GUARANTEE, AND SPECIFICALLY DISCLAIMS, ANY WARRANTY, THAT ANY APPLICATION OR SERVICE WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT BPE WILL CORRECT ALL SERVICES ERRORS. CUSTOMER ACKNOWLEDGES THAT BPE DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. BPE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH OCCURRENCES.

9.3 IN NO EVENT SHALL BPE OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS OR REVENUES OR OTHER ECONOMIC LOSS OF CUSTOMER OR ANY THIRD PARTY), WHETHER IN TORT, CONTRACT OR OTHERWISE, AND WHETHER OR NOT BPE OR ANY OF ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR ANY CLAIM OR ACTION ARISING OUT OF OR RELATING TO BPE’S FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN ITS PERFORMANCE OF THE SERVICES, BPE’S TOTAL LIABILITY HEREUNDER UNDER ANY THEORY OF LIABILITY AND IN THE AGGREGATE IS LIMITED TO THE LESSER OF $1,000 OR THE TOTAL AMOUNT PAID BY CUSTOMER TO BPE PURSUANT TO THIS AGREEMENT OR ANY ORDER IN THE THREE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.

9.5 Equitable Relief. Customer acknowledges and agrees that a breach of this Agreement may cause irreparable harm to BPE without an adequate remedy at law and hereby agrees that BPE may seek equitable relief, including without limitation, temporary or permanent injunctions and other relief to limit the effect of any breach.

9.6 Time Limit on Claims. No action on this Agreement, except for payment owed by Customer to BPE, may be brought more than one (1) year after the incident giving rise the to claim occurs.

10. Assignment

This Agreement shall not be assigned or transferred by Customer without prior written consent of BPE, and any attempt by Customer to so assign or transfer this Agreement without such written consent shall be null and void. BPE may assign this Agreement to an Affiliate or to any successor to or purchaser of all or substantially all of BPE’S business or assets. This Agreement shall be valid and binding on the parties hereto and their successors and permitted assigns.

11. Governing Law; Submission to Jurisdiction

All claims, actions, or proceedings of any nature or type, arising from or related to (i) this Agreement or any matter related to this Agreement, (ii) the use of the Services, or (iii) any relationships relating to the Services (whether such relationships are directly with BPE or through a third-party) shall be governed by, and construed in accordance with, the laws of the State of New York without regard to its conflict or choice of laws principles. Any claim, action, lawsuit, etc. brought in connection with, arising out of, or related to this Agreement or the Services shall be brought solely and exclusively in the Federal or State courts located in the County of New York and each Party consents to the personal jurisdiction and venue therein.

12. Notices

All notices given under this Agreement must be in writing, and if to BPE, addressed to:

Attn: General Counsel and CEO, ITSA Solutions LLC, 450 Raritan Center Parkway, Suite F, Edison, NJ 08837. If to Customer, notices shall be sent to the address provided under the Order, or to such other address as a Party may designate in writing to the other Party, by certified mail (return receipt requested), overnight courier, or personal delivery.

13. Survival

Any provision of this Agreement which, by its nature, would survive termination of this Agreement shall survive any such termination of this Agreement, including, without limitation, Articles 2, 3, and 4 through 13.

14. Force Majeure

BPE shall not be responsible for any delay or failure in performance of its obligations under this Agreement resulting from acts beyond the control of BPE, including but not limited to, any act of God, act of governmental authority, act of public enemy, computer or system failure, or due to war, terrorism, riot, fire, flood, civil commotion, insurrection, labor difficulty (including, without limitation any strike, or other work stoppage or slowdown), or severe or adverse weather conditions.

15. Miscellaneous

This Agreement and any Orders pursuant to it supersede all prior agreements and understandings, and constitutes the complete agreement and understanding between the Parties with respect to the subject matter hereof. In the event of a conflict between this Agreement and the Order, the precedence shall be: (i) the limitation of liability in this Agreement; and (ii) the Order with respect to the Services. No amendment or other modification to this Agreement shall be valid or binding with respect to BPE unless acknowledged and agreed to in writing and signed by a duly authorized officer of BPE, provided however, it is specifically agreed by Customer that BPE may alter or amend the terms of this Agreement and website policies and Customer has an affirmative obligation to review all updated terms and comply at all times with such terms and conditions herein. The Parties are independent contractors, and nothing in this Agreement will be construed to constitute or appoint any party as the agent, partner, joint venturer or representative of the other Party for any purpose whatsoever, or to grant to any party any right or authority to assume or create any obligation for or on behalf of any other, or to bind any other in any way or manner whatsoever. Any forbearance or delay on the part of a Party in enforcing any provision of this Agreement or any of its rights hereunder shall not be construed as a waiver of such provision or of a right to enforce same for such occurrence or any future occurrence. No other party is intended, or shall be deemed, to be a beneficiary of any provision of this Agreement.