1. HOSTED SERVICES

1.1 Subject to Customer’s payment of the applicable Fees, Lattis grants to Customer, on the terms and conditions set forth herein, a non-transferable, non-sublicensable, non- exclusive, limited right to access and use the Hosted Services to operate Customer’s Authorized Service by monitoring Customer’s Active Locks (and using such other functionality as Lattis may make available through the Hosted Services from time to time) through Customer’s Internet browser member login provided by Lattis. Except as set forth herein, Customer may not change or modify the Hosted Services in any way. Nothing herein grants any rights to Customer to rent, resell, or to remarket the Hosted Services, to provide access to the Hosted Services to any third party or to use the Hosted Services in connection with any product or service other than the Authorized Service.

1.2 Customer shall ensure that its Users shall comply with the terms and conditions of this Agreement, and understands that each User may be required to accept the terms and conditions governing such User’s access to any mobile application, website or other method by which Lattis provides access to the Hosted Services or any related services, as such terms and conditions may be required or updated by Lattis from time to time. If there is a conflict between such terms and conditions and this Agreement, this Agreement controls. Customer shall not permit its Users to use the Hosted Services or to access the Hosted Services other than as expressly provided herein. Customer is responsible for all activities occurring under credentials for the Hosted Service issued to Customer. At Lattis’s request, Customer will promptly terminate a User’s access to the Hosted Services if Lattis reasonably believes that such individual is in breach of system security or is otherwise misusing or abusing the Hosted Services or access to the Hosted Services. Lattis reserves the right to terminate any User’s access to the Hosted Services or to suspend or terminate any part or portion of the Hosted Services if it reasonably believes that Customer or any User is misusing or abusing such Hosted Services or is otherwise in breach of this Agreement. Nothing in this Section 1.2 imposes on Lattis an obligation to supervise or monitor use of the Hosted Services.

1.3 Customer represents and warrants to Lattis that it shall not use, or permit its Users to use, the Hosted Services in any way that violates any applicable law, infringes or violates the rights of others including, but not limited to, third party Intellectual Property Rights, privacy, and publicity rights, or interfere with other users of Lattis’s services.

1.4 Customer shall be responsible for managing the accounts and credentials through which Users access the Hosted Services. Customer’s credentials shall be maintained as confidential by Customer and shall not be distributed or disclosed, except to employees of Lattis with a need to know in accordance with this Agreement. It is Customer’s responsibility to immediately terminate a User’s username and/or password upon its knowledge or belief that such username and/or password is or may be subject to a breach of this Agreement, including a breach of confidentiality.

1.5 Customer shall not, and shall not permit any person or entity to: (i) use the Hosted Services on a service bureau, time sharing or any similar basis, for the benefit of any other person or entity or in connection with any product or service other than the Authorized Service; (ii) alter, enhance, or make derivative works of the Hosted Services; (iii) reverse engineer, reverse assemble or decompile, or otherwise attempt to derive source code from, the Hosted Services or any software component of the Hosted Services; (iv) use, or allow the use of, the Hosted Services for any unfair or deceptive practices or in contravention of any federal, state, local, foreign, or other applicable law, or rules and regulations of regulatory or administrative organizations; (v) introduce in or to the Hosted Services any virus or implement a denial of service attack or introduce or implement any other code or routine which results in disruption or damage to the Hosted Services, alter, damage or delete any data or retrieve or record information about the Hosted Services or its uses; or (vi) act in a fraudulent, tortious malicious, or negligent manner when using the Hosted Services. Customer will promptly notify Lattis of any complaints or objections to Customer’s use of the Hosted Services made by a third party.

1.6 Customer shall, at its own cost and expense, provide all equipment (including bicycles and all equipment necessary for offering and operating the Authorized Service), operating systems, and software (including Internet browser) needed to use and access the Hosted Services in accordance with the technical requirements in Lattis’s documentation. To the extent not already provided by Lattis, Customer shall also provide, at its own cost and expense, all connections from its computer systems to the Hosted Services, including all cellular and other network connections necessary to access the functionality of the Hosted Services or of any Lattis Product.

1.7 To the extent requested by Customer and set forth in the Order Form, Lattis shall to implement the Hosted Services for Customer in exchange for the Implementation Fee. Customer is required to purchase and use certain Lattis Products in accordance with Lattis’s instructions in order to access the Hosted Services. Customer acknowledges and agrees that its use of the software embedded on such Lattis Products may be governed by a hardware-embedded software end user license agreement that Customer may be required to accept at the time it installs such Lattis Products.

1.8 Customer agrees that Lattis may use and disclose all data generated by Customer through use of the Hosted Services, as follows: (i) Lattis may use such data for its internal business purposes; (ii) Lattis may disclose such data to its third party service providers that assist it in providing its services to its customers; (iii) Lattis may disclose such data as may be required by law or legal process; and (iv) Lattis may convert such data into Anonymized Data and freely disclose and exploit such Anonymized Data.
1.9 solely in the form of Anonymized Data (and Lattis shall have the right to transform data into Anonymized Data).

FLEET BY LATTIS
HOSTED SERVICES MASTER TERMS AND CONDITIONS
1. EXHIBIT A1.10 Customer covenants that it will only supply Lattis or the Hosted Services with data that Customer has the right to supply for the purposes set forth in this Agreement.

1.11 To the extent the Hosted Services include software development kits (“SDKs”) or application programming interfaces (“APIs”) provided by Lattis to Customer, Customer acknowledges and agrees that Lattis shall have no liability or responsibility of any kind with respect to Customer’s use of such SDKs or APIs. Customer further agrees that such SDKs and APIs are the Confidential Information of Lattis and that Customer’s use of such SDKs and APIs shall be consistent with the terms and conditions of this Agreement.

1.12 The Hosted Services may include features or functionality that interoperate with online services operated by third parties, such as Facebook and Twitter (such services, "Third Party Services"), pursuant to agreements between Lattis and the operators of such Third Party Services (such agreements, "Third Party Agreements" and such operators, "Operators") or through application programming interfaces or other means of interoperability made generally available by the Operators ("Third Party APIs") which Lattis does not control. Third Party Agreements and Third Party APIs (and the policies, terms and rules applicable to Third Party APIs) may be modified, suspended or terminated at any time. Any such modification, suspension or termination shall not affect any payment obligations under this Agreement and Lattis shall have no liability with respect thereto. Without limiting the foregoing, Customer is responsible for ensuring the Customer's use of the Platform in connection with Third Party Services complies with all policies, terms and rules applicable thereto.

2. PAYMENT
2.1 Fees shall be payable in accordance with the Order Form. Lattis may adjust the Usage Fees for each Renewal Period as specified in Section 8.2.

2.2 In the event of late payment, Lattis may add a monthly interest charge equal to the lesser of (i) one and one- half percent (1.5%) per month or (ii) the highest lawful rate allowed, on the unpaid balance of an invoice. Lattis may add the cost of reasonable attorney fees required to collect on the unpaid balance of an invoice. Lattis may suspend Hosted Services if Customer does not pay Fees promptly.
2.3 Customer is responsible for paying all applicable fees and taxes it may incur in connection with access to the Hosted Services. Customer agrees to pay amounts equal to any Federal, state or local sales, use, excise, privilege or other taxes or assessments, however designated or levied, relating to any amounts payable by Customer to Lattis hereunder, this Agreement or any Hosted Services provided by Lattis to Customer pursuant hereto and any taxes or amounts in lieu thereof paid or payable by Lattis, excluding taxes based on Lattis’s net income.

3. OWNERSHIP
3.1 Customer acknowledges that the organization, and code used in conjunction with the Hosted Services are proprietary to Lattis and/or Lattis’s suppliers, and that Lattis and/or its suppliers retain exclusive ownership of the Hosted Services, documentation, and any other Intellectual Property Rights relating to the Hosted Services, including all modifications, enhancements, derivatives, and other software and materials relating to the Hosted Services, and all copies thereof. Customer shall not sell, transfer, publish, disclose, display or otherwise make available the Hosted Services including any modifications, enhancements, derivatives, and other software and materials provided hereunder by Lattis or copies thereof to others in violation of this Agreement. Hosted Services shall be deemed to be Confidential Information of Lattis hereunder and subject to the confidentiality restrictions set forth in Section 4. Except as otherwise expressly permitted hereunder, Customer agrees not to copy or otherwise reproduce the Hosted Services including any modifications, enhancements, derivatives, and other materials developed or provided hereunder by Lattis, in whole or in part. Customer shall not remove any proprietary, copyright, trademark, or service mark legend from any Hosted Services including any modifications, enhancements, derivatives, and other materials provided by Lattis. Customer agrees to make all necessary and reasonable efforts to comply with the above provisions in the same manner which Customer takes to secure and protect its own confidential information, but no less than reasonable care, in order to maintain Lattis’s rights therein and to take appropriate action by instruction or agreement with its Users who are permitted access to the Hosted Services.

3.2 Customer acknowledges that “Lattis” and any other trademarks, service marks or catchphrases adopted by Lattis to identify the Hosted Services and other Lattis services belong to Lattis.

3.3 Customer hereby grants to Lattis a perpetual, irrevocable, royalty-free, non-exclusive license to use any Feedback for any purpose.

4. CONFIDENTIALITY
4.1 Customer acknowledges that Customer may receive Confidential Information from Lattis during the Term. Customer shall disclose Lattis’s Confidential Information only to persons within Customer’s organization having the need to know the information for the purpose of this Agreement. Customer shall only use Lattis’s Confidential Information for purposes of performing its obligations and exercising its rights under this Agreement, or as may be otherwise authorized in writing by Lattis. Customer shall treat Confidential Information as it does its own valuable and sensitive information of a similar nature, and, in any event, with not less than reasonable care. Upon Lattis’s written request, Customer shall return or certify the destruction of all Confidential Information of Lattis.

4.2 Customer’s obligations under Section 4.1 will not apply to information that Customer can demonstrate (i) was in its possession at the time of disclosure and without restriction as to confidentiality, (ii) is or becomes generally available to the public through no breach of agreement or other wrongful act by Customer, (iii) has been received from a third party without restriction on disclosure and without breach of agreement or other wrongful act by Customer, (iv) can be proven to have been independently developed by Customer without reference to the Confidential Information of Lattis. Further, Customer may disclose Confidential Information to the extent such disclosure is required by applicable law or order of a court of competent jurisdiction or regulatory authority, provided that Customer shall furnish prompt written notice of such required disclosure and reasonably cooperate with Lattis, at Lattis’s cost and expense, in any effort made by Lattis to structure, 2seek a protective order or other appropriate protection of its Confidential Information.
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4.3 Failure on the part of Customer to abide by this Section 4 may cause Lattis irreparable harm for which damages, although available, may not be an adequate remedy at law. Accordingly, Lattis has the right to seek an injunction to prevent any violations or attempted violations of this Section 4 and seek to recover court costs and reasonable attorney fees incurred by Lattis in the enforcement of this Section.

4.4 Customer shall immediately inform Lattis of (a) any claim or proceeding involving the Hosted Services that comes to its attention; and (b) any facts it becomes aware of iTndicating that any person is infringing any Intellectual Property Rights of Lattis or is engaging in unauthorized distribution of any Hosted Services.

4.5 Customer agrees that Lattis may disclose that Customer is a user of the Hosted Services and may use Customer’s name as part of Lattis’s customer lists.
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5. INDEMNIFICATION
5.1 Subject to Section 5.4, Customer shall indemnify and hold Lattis and its directors, officers, employees, suppliers and agents harmless from and against all liabilities, costs, expenses (including reasonable attorney fees) and damages arising from (i) the use of the Hosted Services by Customer, or any of its Users, whether or not Customer has knowledge of or has authorized any unpermitted access or use; (ii) the offering, operation and use of the Active Locks and Authorized Service, including without limitation in relation to any personal injury, death or property damage arising therefrom; (iii) Customer’s use of any information, data or results obtained through use of the Hosted Services or access to Hosted Services; (iv) Customer’s breach of applicable law; or (v) Customer’s gross negligence or willful misconduct.

5.2 Subject to Section 5.4, Lattis shall indemnify and hold Customer harmless from and against all liabilities, costs, expenses (including reasonable attorney fees) and damages arising from a claim made against Customer alleging that the Hosted Services directly infringe a copyright, a U.S. patent issued as of the Effective Date or a trademark of any party.

5.3 In connection with satisfying its obligations under Section 5.2, Lattis shall have the right, at any time and at its option and expense to (i) procure for Customer the right to continue using Hosted Services; (ii) replace or modify Hosted Services to be free of the direct infringement; or (iii) discontinue provision of Hosted Services and refund any prepaid unused Usage Fee on a pro rata basis for the remainder of the Term.

5.4 A party’s obligations to indemnify the other party with respect to any third party claim, action or proceeding shall be conditioned upon the indemnified party: (i) providing the indemnifying party with prompt written notice of such claim, action or proceeding, provided that failure to provide such notice promptly shall excuse the indemnifying party only to the extent its defense is materially prejudiced thereby, (ii) permitting the indemnifying party to assume and solely control the defense of such claim, action or proceeding and all related settlement negotiations, with counsel chosen by the indemnifying party, provided that the indemnifying party shall not admit fault on behalf of the indemnified party nor enter into
a settlement agreement that would obligate or restrict the indemnified party (other than payment obligations to be satisfied by the indemnifying party) without the prior written consent of the indemnified party (such consent not to be unreasonably withheld, delayed or conditioned); and (iii) cooperating at the indemnifying party’s request and expense with the defense or settlement of such claim, action or proceeding which cooperation shall include providing reasonable assistance and information. Provided that the indemnifying party is undertaking its obligations under this Section 5 diligently and in good faith, no indemnified party shall enter into any settlement agreement for which it will seek indemnification under this Agreement from the indemnifying party without the prior written consent of the indemnifying party. Nothing herein shall restrict the right of a party to participate in a claim, action or proceeding through its own counsel and at its own expense.

6. WARRANTY
6.1 NEITHER LATTIS NOR ITS SUPPLIERS WARRANT OR REPRESENT THAT THE HOSTED SERVICES OR ACCESS TO THE HOSTED SERVICES WILL BE ERROR- FREE, UNINTERRUPTED OR SECURE. OPERATION OF THE HOSTED SERVICES MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF LATTIS’S OR ITS LICENSORS’ OR SUPPLIERS’ CONTROL.

6.2 EXCEPT AS PROVIDED IN THIS SECTION 6, LATTIS AND ITS SUPPLIERS MAKE AND GIVE NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, AND EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, CONDITIONS AND GUARANTIES, WHETHER ORAL OR WRITTEN, IMPLIED OR STATUTORY, WITH REGARD TO THE HOSTED SERVICES AND ANY COMPONENTS THEREOF, INCLUDING WITHOUT LIMITATION ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON- INFRINGEMENT, NON-INTERFERENCE, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

7. LIMITATION OF LIABILITY
7.1 NEITHER LATTIS NOR ITS SUPPLIERS WILL BE LIABLE FOR ANY PROPERTY DAMAGE OR PERSONAL INJURIES OR DEATH CAUSED BY THE USE OF THE HOSTED SERVICES, DATA PRODUCED THROUGH USE OF THE HOSTED SERVICES, ANY USE OF OR INTERACTION WITH ANY BICYCLE OR BICYCLE SHARING SYSTEM, INCLUDING THE AUTHORIZED SERVICE, BY ANY INDIVIDUAL, OR BY ANY ERRORS, DELAYS, OR FAILURES OF THE HOSTED SERVICES OR INTERRUPTIONS IN THE TRANSMISSION OF THE HOSTED SERVICES FOR ANY REASON.

7.2 SUBJECT TO SECTION 7.4, LATTIS’ AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CUSTOMER HEREUNDER DURING THE IMMEDIATELY PRECEDING SIX (6) MONTHS FROM WHEN THE CLAIM FOR LIABILITY AROSE.

7.3 SUBJECT TO SECTION

7.4, NEITHER LATTIS OR ITS SUPPLIERS SHALL BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH, OR RELATING TO, THIS AGREEMENT, HOWEVER CAUSED, WHETHER BASED IN CONTRACT, TORT, WARRANTY, OR OTHER LEGAL THEORY, AND EVEN IF LATTIS HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN BY LATTIS.

7.4 The parties agree that (i) the limitations of this Section 7 shall not limit the parties’ indemnification obligations pursuant to Section 5 and (ii) the limitations specified in Section 6 and Section 7 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose. Customer acknowledges that Lattis has set the Fees and entered into this Agreement in reliance on the disclaimers of warranty and the limitations of liability set forth in this Agreement and that the same forms an essential basis of the bargain between the parties.

7.5 Customer acknowledges and agrees that, as between Customer and Lattis, Customer bears all responsibility for all aspects of the Authorized Service and any liability related thereto. Customer shall not represent or imply that Lattis bears any responsibility for any aspect of the Authorized Service or any liability related thereto.

8. TERM AND TERMINATION
8.1 This Agreement shall have a term (“Term”) that commences on the Effective Date and ends on the earlier of (i) the expiration of the Initial Period, if Renewal is not indicated on the Order Form, and (ii) termination of this Agreement pursuant to this Section 8.

8.2 If Renewal is indicated on the Order Form, this Agreement will automatically renew for successive terms equal in length to the Renewal period indicated on the Order Form (each, a “Renewal Period”), beginning at the end of the Initial Period and continuing until terminated in accordance with this Section 8 (“Renewal”). Lattis shall communicate any changes to the applicable Usage Fees to Customer at least sixty (60) days before the beginning of such Renewal Period. Either party may terminate this Agreement, effective as of the final day of the then-current Renewal Period, upon at least thirty (30) days prior written notice to the other party.

8.3 Either party may terminate this Agreement upon thirty (30) days prior written notice to the other party if the other party materially breaches this Agreement and fails to correct the breach within such thirty (30) day period, provided, however, that Lattis may terminate this Agreement upon fifteen (15) days prior written notice in the event Customer fails to pay Fees when due and fails to correct such non-payment within such fifteen (15) day period. Furthermore, each party may terminate this Agreement upon written notice if the other party ceases to conduct business (except for Force Majeure), becomes or is declared insolvent or bankrupt, is the subject of any proceeding relating to its liquidation or insolvency which is not dismissed within sixty (60) days, or makes an assignment for the benefit or its creditors. Notwithstanding anything herein to the contrary, in the event of termination under this Section 8.3 all amounts due under this Agreement shall be paid within ten (10) days of such termination. Lattis shall have no obligation to provide any refund to Customer in the event of a termination.

8.4 Neither party shall be liable to the other for failure or delay in the performance of a required obligation if such failure or delay is caused by circumstances beyond such party’s reasonable control, which may include strike, riot, fire, natural disaster, utilities and communications failures, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control of and is not caused by the negligence of the non performing party (“Force Majeure”), provided that such party gives prompt written notice of such condition and resumes its performance as soon as possible.

8.5 Termination will be in addition to and not in lieu of any equitable remedies available to Lattis. Neither party shall incur any liability whatsoever for any damage, loss or expenses of any kind suffered or incurred by the other arising from or incident to any suspension or termination of this Agreement by such party or any expiration hereof which complies with the terms of the Agreement, whether or not such party is aware of any such damage, loss or expenses.

9. DEFINITIONS
9.1 “Active Lock” shall mean a Lattis bicycle lock that (i) does not have a Status of Staging or Archive and (ii) is owned or leased by Customer that is available for use by end users of the Authorized Service.

9.2 “Anonymized Data” shall mean any data generated by Customer through use of the Hosted Services that is reasonably de-identified, any aggregates thereof or any aggregates of Customer’s data generally.

9.3 “Authorized Service” shall mean Customer’s bike sharing service identified on the Order Form.

9.4 “Confidential Information” shall mean any and all information or proprietary materials (in every form and media) not generally known to the public and which has been or is hereafter disclosed or made available by Lattis to Customer in connection with this Agreement, including (i) all trade secrets; and (ii) the Hosted Services and any portion thereof (including features, dashboard, interface design, and similar features).

9.5 “Effective Date” shall mean the date that Customer agrees to this Agreement by executing an Order Form.

9.6 “Feedback” means any suggestion or other feedback provided by Customer to Lattis relating to any current or future Lattis product or service.

9.7 “Fees” means Usage Fee and Implementation Fee.

9.8 “Lattis Products” means the bike locks and any other
products made commercially available to Customer, its Users or Riders by Lattis from time to time.

9.9 “Hosted Services” means the version of the Lattis bicycle sharing management software-as-a-service for which Customer has contracted under the Order Form, which may include, from time to time, SDKs and APIs provided by Lattis.

9.10 “Implementation Fee” means the implementation fee set forth on the Order Form, if applicable.

9.11 “Initial Period” shall have the meaning set forth on the Order Form.
         
9.12 “Intellectual Property Rights” means any patent, patent application, copyright, moral right, trade name, trademark, service mark, trade secret, copyright, and any applications or right to apply for registration therefore, computer software programs or applications, tangible or intangible proprietary information, or any other intellectual property right, in any media, whether registered or unregistered, and whether first made or created before or after the Effective Date.

9.13 “Order Form” means the order form signed by Lattis and Customer setting forth the details of Customer’s subscription to the Hosted Services to which these Master Terms are attached.

9.14 “Renewal Period” shall have the meaning set forth in Section 8.2 hereof.

9.15 “Rider” means any individual using Customer’s bicycle sharing system.

9.16 “Status” means the current operating status assigned to a Lattis Product by Customer using the Hosted Services. Statuses may include, but are not limited to, Live, Out of Service, Staging, Archive, and such other Statuses as Lattis may add to the Hosted Services from time to time.

9.17 “Usage Fee” means, (i) with respect to the Initial Period, the usage fee set forth on the Order Form, and (ii) with respect to each Renewal Period, if applicable, the usage fee communicated from Lattis to Customer in accordance with Section 8.2.
and $2,000,000 general aggregate, and $2,000,000 Products/Completed Operations aggregate; and
d. Umbrella Liability written on an occurrence form, with limits of $2,000,000 per occurrence and aggregate in excess of the limits in

10.1(a), (b) and (c) above.

10.2 The insurance required hereunder does not represent that the coverages and limits are adequate to protect Customer. The insurance limits required hereunder may be obtained through any combination of primary and excess or umbrella liability insurance. Prior to execution of this Agreement, upon expiration of any policy and annually upon the anniversary date of the beginning of the Term, Customer will furnish Lattis with a certificate of insurance evidencing the coverages set forth above and naming Lattis and its employees, directors and officers as an additional insureds on all coverages listed above, other than the Workers' Compensation and Employer's Liability policies. In addition, Cortex shall have all of its insurers in 10.1(a), (b), (c) and (d) above waive their subrogation rights against Lattis and its employees, directors and officers and will have that waiver noted on the certificate of insurance. Customer will provide Lattis with at least thirty (30) days' prior written notice in the event of any material change and ten (10) days prior written notice in the event of cancellation. Customer’s insurance as outlined above shall be primary and non-contributory coverage and the policies shall not contain any intra-insured exclusions as between insured persons or organizations. The stipulated limits of coverage above shall not be construed as a limitation of any potential liability to Lattis, and failure to request evidence of this insurance or failure to review such evidence shall not be construed as a waiver of Customer’s obligation to provide the insurance coverage specified.

11. GENERAL
11.1 This Agreement shall be governed by the laws of the State of California without regard to its principles of conflicts of law where such principles would permit the application of the law of any other jurisdiction. Each party expressly consents to the jurisdiction of the state and federal courts of the State of California to resolve any dispute arising from this Agreement and waives any defense of inconvenient or improper forum. The parties acknowledge and agree that this Agreement relates solely to the performance of services (not the sale of goods) and, accordingly, will not be governed by the Uniform Commercial Code of any state having jurisdiction and shall not be governed by the United Nations Convention on the International Sale of Goods.

11.2 Customer may not assign or transfer this Agreement in whole or in part to any third party without Lattis’ prior written consent. Any merger, change of control, or sale of substantially all of Customer’s assets relating to this Agreement shall be deemed an attempted assignment of this Agreement by Customer. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties to this Agreement and their respective successors and assigns. No provision of this Agreement shall be deemed to confer upon any person any remedy, claim, liability, reimbursement, cause of action, or other right whatsoever.

11.3 If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining
   9.18 “User”representative acting on behalf of Customer that has been registered by Customer and authorized to access the Hosted Services by Lattis.

10. INSURANCE
10.1 Customer agrees throughout the Term and for two (2) years thereafter to maintain in full force and effect at its own expense the insurance set forth below:
a. Worker's Compensation Insurance written on an occurrence form or similar local scheme in accordance with the statutory requirements of the state(s) or country in which Lattis may perform any on-site services for Customer. Such policy will provide coverage in the event any employee of Lattis sustains a compensable accidental injury while on work assignment with Customer. The insurer for Customer will be responsible for the Workers' Compensation benefits due such injured employee;
b. Employers' Liability Insurance written on an occurrence form in the amount of $500,000 each employee by accident, $500,000 each employee by disease and $500,000 aggregate by disease with benefits afforded under the laws of the state(s) or country in which Lattis may perform any on-site services for Customer;
c. Commercial General Liability insurance written on an occurrence form, including but not limited to bodily injury, premises-operations, property damage, products/completed operations, contractual liability, personal and advertising injury and liability assumed under an insured contract and liquor liability if applicable, with limits of $1,000,000 per occurrence means any
employee, agent and/orprovisions of the Agreement shall remain in full force and effect. Accrued obligations and Sections 1.5, 1.8, 1.9, 2, 3, 4, 5, 6.2, 6.3, 6.4, 7, 8.3, 8.4, 8.5, 9, 10 and 11 of these Master Terms will survive termination or expiration of the Agreement for any reason.

11.4 Lattis and Customer are not partners or in a joint venture; neither party is the agent, representative nor employee of the other party; and nothing in this Agreement will be construed to create any relationship between them other than an independent contractor relationship. Neither party will have any responsibility nor liability for the actions of the other party except as expressly provided herein. Neither party will have any right or authority to bind or obligate the other party in any manner or make any representation or warranty on behalf of the other party. Customer’s employees are not and shall not be deemed to be employees of Lattis. Customer shall be solely responsible for the payment of all compensation to its employees, including provisions for employment taxes, workmen’s compensation and any similar taxes associated with employment of Customer’s personnel.

11.5 All notices and other legal communications permitted or required to be given under this Agreement shall be deemed to have been duly given if such notice of communication shall be in writing and sent by personal delivery or by airmail, cable, telegram, telex, facsimile transmission or other commercial means of rapid delivery, postage or costs of transmission and delivery prepaid, to the parties at addresses specified herein until such time as either party hereto shall give the other party hereto written notice of a change of address in accordance with the provisions hereof.

11.6 Each party acknowledges and agrees that this Agreement, taken together with any hardware-embedded software end user license agreement as may be in effect from time to time governing the use of the Lattis software embedded on any Lattis Product, is the complete statement of the agreement between the parties, and that such agreements supersede all prior proposals, understandings and arrangements, oral or written, between the parties relating to this Agreement. In the event of a conflict between this Agreement and any hardware-embedded software end user license agreement, this Agreement controls.

11.7 The parties agree that Lattis may issue a press release regarding the signing of this Agreement, and that Customer will provide a suitable quote. Any other or any additional news releases, public announcements, advertisements, or publicity proposed to be released by either party in connection with the Agreement will be subject to the written consent of the other party prior to release, such consent not to be unreasonably withheld (other than as set forth in Section 4.5). Full consideration and representation of the respective roles and contributions of both parties shall be given in any such statement.

11.8 The headings of the sections and paragraphs of this Agreement shall be for convenience only. Except where the context otherwise requires, the words “including”, “includes” or “include” shall be deemed to be followed by “without limitation” and the word “or” shall be construed in its inclusive sense (i.e., “and/or”).

11.9 Notwithstanding anything herein to the contrary, Lattis may fulfill any of its obligations under this Agreement through third party service providers and suppliers.

In consideration of the mutual promises contained herein, the sufficiency of which is hereby acknowledged, the parties agree to the terms and conditions set forth herein and have caused this Agreement to be executed by their duly authorized representatives:

Velo Labs, Inc. ______________________________
By: Name: Title:
Date:______________________________________

CUSTOMER: ______________________________
By: Name: Title:
Date:______________________________________
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