Digital Products Addendum

This Addendum (the “Addendum”) is entered into and effective as of date set forth in an applicable order form (the “Order Form”) and supplements that certain FLASH OS^TM License, Service and Product Usage Terms and Conditions (the “Agreement” or “Terms and Conditions”, which shall include any and all schedules, addendums, or attachments incorporated herein, as well as all amendments or supplements of such documents and the Agreement) entered into by and between FlashParking, Inc., a Delaware corporation (together with its subsidiaries and affiliates, “Flash”) and the customer listed on the Order Form (“Customer”). Flash and Customer at times are each referred to herein as a “Party” and, collectively, as the “Parties.” Terms used but not defined herein shall have the meaning given to them in the Agreement.

1. Digital Services
   1. Customer desires to offer its parking inventory for the parking location(s) (each, a “Location”) listed on the applicable Order Form (the “Parking Inventory”) on Flash’s Arrive platform, including but not limited to ParkWhiz and BestParking applications and websites (the “Arrive Sites”) and in partnership with third-party demand networks (the “Customer Sites”, and together with the Arrive Sites, the “Sites”). Flash will list the inventory, with the number of parking spaces and corresponding reservation periods and parking rates specified by Customer in Customer’s sole discretion. Customer may alter this information at any time.
   2. Flash may provide the services set forth below (collectively, the “Digital Services”) which shall be further described in an Order Form according to the Customer’s purchase. For the avoidance of doubt, the Digital Services are “Services” as defined in the Agreement. The Digital Services may include:
      1. Non-reservation services, wherein motorists pay for their parking transactions using their mobile phone via the Sites without reserving parking in advance (“Drive-Up Services”); and
      2. Reservation services, wherein motorists make a parking reservation and pay for parking in advance (“Reservation Services”).
   3. Customer hereby explicitly grants Flash the authority to Co-Manage Customer’s Digital Parking Listings. As used herein, “Digital Parking Listings” means each Location’s business listings on third-party applications, websites or platforms, including but not limited to Google, Google Maps, Waze, Yelp, Bing, Apple Maps, Yahoo, Facebook and any similar applications, websites or platforms, whether in existence now at any point during the term of the Agreement, and “Co-Manage” means (a) to claim or re-claim a Digital Parking Listing if the applicable Digital Parking Listing is not in Customer’s control, or (b) to be added as a manager for a Digital Parking Listing by Customer if the Digital Parking Listing is in the Customer’s control. For the avoidance of doubt, Customer will retain control over decisions regarding branding of its Digital Parking Listings. Customer will allow Flash to include “Powered by Flash” in such branding, which shall be secondary in size and prominence to Customer’s branding. Where permitted by such third-party applications, Flash will promote Customer’s Digital Parking Listings to drive bookings and improve the position of the Digital Parking Listing and its rating by passing all current and future positive Arrive Site reviews to such Digital Parking Listing, adding photos and providing other similar promotional services in Flash’s discretion.
   4. Flash will process and collect payment for the Digital Services and will provide transaction-related phone and email support for motorists. Flash will bear processing expenses, including credit card merchant fees, for Digital Services transactions. Flash reserves the right to impose processing charges on motorists in connection the Digital Services in its sole discretion, which processing charges shall be disclosed to Customer and separated from the fee charged by Flash (the “Flash Digital Services Fee”). Flash will produce an individual confirmation code for each transaction to ensure that each transaction is unique, legitimate, and verifiable by Customer for fulfillment.
   5. Flash will provide Customer access to transaction history and balance information via its password-protected console for customers (the “Customer Console”). Customer’s access to and use of the Customer Console shall be governed by this Addendum. Flash hereby grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable license to use the Customer Console and the information Flash provides or makes available to Customer in connection therewith, solely for internal business purposes and solely during the term of the Agreement. Customer will not, and will not permit any third party to, make any use or disclosure of the Customer Console that is not expressly permitted under this Agreement. Without limiting the foregoing, Customer will not and will not permit any third party to (a) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code, algorithms, file formats, or interface protocols of the Seller Console or of any files contained in or generated by the Seller Console; (b) copy, modify, adapt, or translate the Seller Console; (c) resell, distribute or sublicense the Seller Console, make the Seller Console available on a “service bureau” basis, or otherwise allow any third party to use or access the Seller Console; (d) remove or modify any proprietary marking or restrictive legends placed on the Seller Console or (e) se the Seller Console in violation of any applicable law or regulation. Customer shall retain title to and ownership of the Seller Console, including all copyrights and other intellectual property rights relating thereto. Customer will have no rights with respect to the Seller Console other than those expressly granted under this Agreement.
   6. Flash shall transmit to Customer the non-financial customer information necessary for Customer to perform its obligations hereunder. Customer may use and disclose such information solely as required to comply with its obligations hereunder and in a manner consistent with all applicable laws, rules, regulations, and self-regulatory guidelines. Customer agrees to comply with all laws and regulations regarding personally identifiable information relevant to its jurisdiction. Customer shall take reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse during the duration of the Agreement and thereafter if needed.
2. Customer Obligations
   1. Customer will provide parking for any motorist who completes a Digital Services transaction through the Sites until inventory is sold out. Customer agrees that the rate listed on Sites will at a minimum be equal to the best rate offered to traditional transient or daily motorists. All information provided by Customer with respect to the Location and Parking Inventory must be accurate. If Customer cannot fulfill a Digital Services transaction or the information provided with respect to the Location and Parking Inventory is inaccurate, Customer agrees that it shall be liable to Flash for all costs and expenses it incurs in remedying the non-fulfillment or inaccuracy for affected motorists and further acknowledges and agrees Flash may deduct such costs and expenses from the Customer Proceeds (as defined below) in its sole discretion. If Customer repeatedly fails to fulfill Digital Services transactions or repeatedly provides inaccurate Location and the Parking Inventory information, Flash may, in its sole discretion, suspend or terminate Customer’s account. Flash reserves the right to request proof of Customer’s ownership of Location or authority to sell parking at a Location.
   2. At Flash’s reasonable request, Seller will place an Arrive button, widget, and/or link on and included in its website, email marketing and campaigns and/or social media accounts.
   3. Customer agrees that it will not list the Parking Inventory for sale via any other website or mobile app, including online discount/coupon providers.
   4. Customer agrees to: (a) provide Flash with access to inventory information for each applicable Location, including but not limited to name, address, image(s), Base Price (as defined below) and other text graphics, and other content reasonably required by Flash to perform its obligations under this Addendum and limited, royalty-free, non-exclusive, non-transferrable license to display the same on the Sites; (b) provide Flash with access to Customer’s application program interface (“API”) and all inventory data feeds, if available; (c) permit Flash to access, reproduce, and use any content related to the Parking Inventory contained on Customer’s websites, social media sites or other online sources on a periodic and reasonable frequent basis. All of the data and information to be provided under this section shall be in a format mutually agreed to by the parties. Customer shall provide Flash with such information, cooperation, and technical support as Flash reasonably requests in connect with Company’s obligations under this section.
   5. Customer hereby grant to Flash a limited, royalty-free, non-exclusive, non-transferrable license during the term to use the name, logo, images and trademarks of the Customer (the “Customer Trademarks”) during the term of the Agreement in order to market the Parking Inventory. Following the end of the term of the Agreement, whether by termination or expiration, Flash’s right to use any Customer Trademark will terminate and any and all uses of these Trademarks by Flash must cease immediately. Flash will not manufacture or sell, or license the manufacture and/or sale of, any promotional or other merchandise that bears Customer’s Trademarks without their prior written consent. Flash and Customer, as applicable, all warrant and represent that it has the right to authorize the exploitation of their Trademarks, and to grant the other rights contained herein and that the other Party’s use of such Trademarks as provided hereunder will not violate or infringe upon the rights of any third party or violate any federal, state or local law or regulation.
   6. By mutual agreement on designs, Customer shall allow branded or co-branded signage which Customer shall display in its Facilities to allow easy identification by customers. Flash will pay for the signage installations. Subsequent signage installations or replacements to sign due to damage, vandalism or mishandling will be paid by Customer or replaced at Customer cost.
   7. Customer must notify Flash in writing no less than 5 business days prior to a change in the entity responsible for operating a Location.
3. Prices and Proceeds
   1. For purposes of this Addendum, the following definitions apply,
      1. “Base Price” means the price set by Customer in the Customer Console.
      2. “Drive-Up Fee” means the percentage of the Base Price plus the applicable transaction fee for Drive-up Services as set forth in the Order Form.
      3. “Reservation Fee” means the percentage of the Base Price plus the applicable transaction fee for Reservation Services as set forth in the Order Form.
      4. “Gross Sale Price” means the amount displayed to, and paid by, the applicable motorist.
      5. “Customer Proceeds” means the Base Price minus the Drive-Up Fee and/or Reservation Fee.
   2. The gross sale price displayed to and paid by motorists shall be the sum of the Base Price, the Drive-Up-Fee or Reservation Fee, as applicable, and the Digital Services Fee, if applicable.
   3. Flash will remit accumulated Customer Proceeds, if applicable, to Customer through the Customer Console once per month via electronic (ACH) withdrawals no later than the 20th day of the subsequent month. Notwithstanding the foregoing, Flash may withhold payment in its sole discretion in the event (a) a sale is canceled for any reason; (b) an adjustment is made to motorist pricing because the rate offered by Flash was higher than the rate offered elsewhere; (c) Flash reasonably believes that Customer has committed fraud or other illegal acts or omissions during any buying or selling activity; or (d) Customer provides inaccurate or misrepresented Parking Inventory or Location Information for any booking or portion thereof. Flash will only remit Customer Proceeds for bookings that have been fully redeemed. Customer Proceeds for reservations or bookings that have been made, but have not yet been redeemed, will be held until so redeemed by the applicable motorist or until the date of the reservation or booking has passed without refund or cancellation. Any accrued payment obligations under this Section shall survive the termination or expiration of this Agreement. Each remittance of Customer Proceeds to Customer shall be accompanied by a report detailing the Base Price, the applicable Flash Digital Services Fee, the Customer Proceeds, the name of the applicable Location, the type of parking space reserved and the specific date and time of the reservation for each motorist transaction through the Sites related to the Location.
   4. Customer shall be responsible for remitting to the applicable taxing authority all federal, state, and local taxes imposed on parking customers purchasing parking through the Sites and with respect to any Base Price. Customer shall include any such applicable taxes in the Base Price set by Customer in the Customer Console. Flash shall be responsible for collecting such taxes and remitting them to Customer as part of the Customer Proceeds. Additionally, Customer shall be responsible for remitting to the applicable taxing authority all federal, state, and local income taxes related to Customer Proceeds. Flash shall have no obligation to collect or remit any income-related taxes to any authorities on Customer’s behalf. Each party shall indemnify the other party from and against any costs, claims and other liability incurred as a result of the indemnifying party’s failure to comply with its obligations under this paragraph.