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REEF ECOSYSTEM
GENERAL TERMS


LAST UPDATED: 2021-05-14

Welcome to the REEF PARCS ECOYSYSTEM. These REEF Ecosystem General Terms (“General Terms”) and any Customer Terms or similar ordering document entered between Customer and REEF in connection with the deployment, installation, implementation, operation, and support and maintenance of the REEF Ecosystem (“Customer Terms”) constitute the “Agreement” between the Parties. The Agreement governs the deployment, installation, implementation, operation, and support and maintenance of the REEF Ecosystem at the Customer Sites and the performance of Hosted Services by REEF for Customer. BY EXECUTING ANY CUSTOMER TERMS WITH REEF OR ITS AFFILIATES OR OTHERWISE USING THE REEF ECOSYSTEM OR ANY COMPONENT THEREOF, CUSTOMER AGREES TO BE BOUND BY THE AGREEMENT, INCLUDING ANY PROGRAM-SPECIFIC TERMS AS DEFINED BELOW. “REEF” means REEF Global, Inc. and any applicable Affiliates. “Customer” means the entity executing the Customer Terms with REEF or otherwise using the REEF Ecosystem. Each of REEF and Customer is a “Party” and, collectively, the “Parties.”

REEF has developed, owns, and operates a proprietary, cloud-based software system with consumer and commercial functionality and backend, pricing engine, user interfaces and related code, and a broad array of functions and features that have been developed and may be developed and expanded, in each case by or on behalf of REEF in the future, including analytics, artificial intelligence capabilities, mobility and other applications, subscription parking, web portals, notifications, e-commerce capabilities, customer support capabilities, and other consumer-facing experiences (the “REEF Cloud Platform”) located at owner/landlord sites for access to and use of the REEF Cloud Platform. The REEF Cloud Platform connects via APIs with parking and revenue collection systems (“PARCS”) equipment and other computer systems and equipment set forth in the Customer Terms (collectively, “PARCS Equipment”) implemented hereunder creating a holistic ecosystem (the REEF Cloud Platform, PARCS Equipment, REEF Portal, REEF Components, REEF Data, and REEF Materials are referred to collectively as the “REEF Ecosystem”).

Customer’s use of the REEF Ecosystem may be subject to additional program-specific terms made available by REEF on the REEF Portal (“Program-Specific Terms”). Any Program-Specific Terms are part of the Agreement. To the extent of any conflict between this Agreement and any applicable Program-Specific Terms, this Agreement will control. Nothing in this Agreement will be construed as limiting Customer’s obligations under any applicable Program-Specific Terms. To the extent of any conflict between the Customer Terms and the General Terms, the Customer Terms will control.

Capitalized terms used but not otherwise defined herein or in the Customer Terms will have the following definitions:

Affiliate means with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with that entity.

API means an application programming interface and related code, documentation, and software.

Cardholder Data means information contained on a parker or other user’s payment card, including data stored in chips embedded on such payment card, the primary account number, cardholder name, payment card expiration date, and security code.

Customer Site means a physical parking lot or other facility or location owned or operated by Customer and identified in the Customer Terms (collectively, the “Customer Sites”).

Customer Technology means any system, software, or hardware (excluding the REEF Ecosystem and REEF Components) owned, leased, or licensed by Customer and used to connect to or access the REEF Ecosystem (e.g., desktop computers, smartphones and other mobile devices, laptop computers, computer networks, power, utilities, consumables including ticket rolls, and staff for cash management, cleaning, and management of the PARCS Equipment, and all telecommunications lines and systems owned by Customer that connect to the REEF Ecosystem).

Data Protection Laws means any applicable laws, rules, or regulations now or hereafter in effect relating to the Processing of Personal Information, including those related to data protection, privacy, or security (e.g., CCPA).

Documentation means (i) all user and administrator manuals, operating instructions, installation guides, help files, standard documentation, and other printed, electronic, and online material that REEF generally makes available to customers with respect to the REEF Ecosystem; and (ii) all other printed, electronic, or online materials that REEF provides or makes available to Customer that from time to time describe the functionality, features, operation, and use of the REEF Ecosystem.

Hosted Services means the provision of access to and availability of the REEF Ecosystem.

Intellectual Property means all rights, title, and interest worldwide in intellectual property, including all patents and patent rights, copyrights, trademarks and trademark rights, trade secrets and trade secret rights, and other intellectual property and proprietary rights, together with all goodwill and claims appurtenant thereto and the right to improve, modify and create derivative works therefrom.

Malicious Code means any Malware, virus, Trojan horse, worm, or timer, clock, counter, time lock, time bomb, other limiting code, design, instruction, or routine including any of the foregoing which is designed or intended to do any of the following, either automatically or without the intentional action: (i) erase data or other programming; (ii) damage, disable, or otherwise alter the operation of the REEF Ecosystem or any REEF Components; or (iii) contains, implements, or exploits any system or device designed or intended to disable the REEF Ecosystem or any of the REEF Components.

Malware means (a) any code, program, or sub-program whose knowing or intended purpose is to damage or interfere with the operation of the software or computer system containing the code, program or sub-program, or to halt, disable or interfere with the operation of the software, code, program, or sub-program, itself, (b) any device, method, or token that permits any person to circumvent the normal security of the software or the system containing the code, or (c) any code, program, or sub-program whose knowing or intended purpose is to serve as an adaptive threat by, among other possibilities, obtaining and sending data from the software or computer system containing the code, program, or sub-program.

Personal Information means any data or information relating to an identified or identifiable natural person, or household, device, or browser, including any such data or information as defined in applicable Data Protection Laws.

Process means to collect, create, access, retain, transfer, store, use, derive, disclose, or otherwise process.

REEF Components means any components or elements of the REEF Ecosystem.

REEF Data means (i) any data or information (including any Personal Information) of or about parkers or other end users Processed by or through REEF Ecosystem (collectively, “End Users”); (ii) any data or information of or about employee, agents, or contractors of Customer Processed by or through the REEF Ecosystem including: (a) any Personal Information and (b) access credentials (usernames and passwords); and (iii) any statistical, analytical, usage, or other data or information created or derived from access to, interaction with, or use of the REEF Ecosystem. REEF Data excludes any Cardholder Data.

REEF Materials means all information and materials (in written, electronic, or any other form) that was or will be developed, created, discovered, or disclosed by or on behalf of REEF, its Affiliates, or their respective licensors which is proprietary to REEF, its Affiliates, or their respective licensors (whether or not the same is marked “confidential” or otherwise designated as confidential information at the time of disclosure) including information relating to the REEF Ecosystem, or REEF’s sales, financial structure, pricing, marketing, personnel, designs, methods, uses, software (including both source code and object code), technology, ideas, know-how, products, services, processes, documents, data, records, techniques, improvements, inventions (whether patentable or not), works of authorship, derivative data, training information, approaches and algorithms used to derive data, intellectual property, business and product development plans, marketing plans and materials, business plans and strategies, methods of operation, referral sources, operations, compliance, assets, relationships with individuals, information regarding employees, information regarding policies and procedures, due diligence, investment information, strategies, finances, ownership statistics, financial arrangements, products, product designs, research methods, names of actual or potential customers, service providers, suppliers, research and development plans, proprietary methods and processes, business intelligence strategies and analytics, software and risk management systems, forecasts, customer lists and other information, and trade secrets.

REEF Portal means the REEF website available at: www.reeftechnology.com/ecosystem-terms, including any subdomain of such website, or any other website specified by REEF from time to time during the Term.

Subscription Fees means all fees payable to REEF in exchange for the provision by REEF of the REEF Ecosystem.

  1. IMPLEMENTATION AND POST-IMPLEMENTATION SERVICES
    1. Implementation of the REEF Ecosystem at each Customer Site (“Implementation”) is described in the Customer Terms (typically found at Schedule 2).
    2. Post-Implementation services for the steady state operation of the REEF Ecosystem at Customer Sites is described in the Customer Terms (typically found at Schedule 3).
    3. Customer is required, at its cost, to procure, install, implement, deploy, support, and maintain in good working order during the Term all Customer Technology necessary to enable Customer to access and use the REEF Ecosystem. REEF will have no responsibility or liability for the Customer Technology.
    4. REEF has no obligation or liability under this Agreement to the extent a failure of any component or element of the REEF Ecosystem is caused by: (i) Customer or End Users negligent or intentional misuse the REEF Ecosystem, (ii) changes to the REEF Ecosystem that have not been authorized by REEF in writing; (iii) the failure, malfunction, or interruption, lack of capacity or degradation, or delay in performance of any portion of any hardware, software, network, public network, or communications system, including any Internet access service of Customer or End Users; (iv) APIs developed other than by REEF; or (v) issues arising from third party equipment, software, systems, or services.
  2. SUBSCRIPTION AND GRANT OF LICENSE
    1. Subject to Customer’s compliance with the Agreement, REEF grants Customer a subscription to access and use the REEF Ecosystem at the Customer Sites during the Term pursuant to this Agreement (the “Subscription”); and in connection with the Subscription and subject to Customer’s compliance with the Agreement, REEF grants Customer a limited, non-exclusive, non-transferable, non-assignable, non-sublicensable license during the Term to access and use the REEF Ecosystem Implemented at the Customer Sites solely as described herein.
    2. Except for the limited rights explicitly granted to Customer in this Agreement, all right, title, and interest in and to the REEF Ecosystem, including all REEF Data, REEF Materials, and Intellectual Property, is reserved and retained by REEF and its licensors. Customer will use the REEF Ecosystem strictly in accordance with this Agreement. REEF reserves the right to determine all aspects of the REEF Ecosystem, and may modify, restrict, or discontinue any of the services, features, functions, capabilities, or applications offered through the REEF Ecosystem at any time without notice. REEF will have no liability for any such action. The REEF Ecosystem may be accessed and used only in a form and manner approved by REEF in its sole discretion and only in accordance with this Agreement.
    3. Customer acknowledges that the REEF Ecosystem contains valuable Confidential Information (defined below), trade secrets, and proprietary information of REEF and its licensors, that any actual or threatened breach of the Agreement will constitute immediate, irreparable harm to REEF for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for any such breach.
    4. When using the REEF Ecosystem, Customer will not make any redirects or third-party calls unless Customer first receives REEF’s express, prior written approval. Any non-compliance with the preceding sentence is grounds for immediate suspension or termination of this Agreement by REEF, or termination suspension or termination by REEF of Customer’s access to and use of the REEF Ecosystem.
    5. As between Customer and REEF, Customer is solely responsible for all data and information (including Personal Information) Processed outside of the REEF Ecosystem and then input, provided, or otherwise made available to the REEF Ecosystem by or on behalf of Customer, its Affiliates, or its or their respective agents or contractors (“Transmitted Data”). For avoidance of doubt, once Transmitted Data is Processed in the REEF Ecosystem, the parties agree that such Transmitted Data becomes REEF Data. Customer is responsible for its lawful Processing of Transmitted Data and warrants that REEF can lawfully Process Transmitted Data as REEF Data. Customer is solely responsible for its use of the REEF Ecosystem.
    6. Subject to the terms of the Agreement and during the Term only, Customer may Process REEF Data that Customer receives via the REEF Ecosystem solely for the purpose of facilitating REEF’s provision of the REEF Ecosystem or any component thereof to End Users and for no other purpose.
  3. RESTRICTIONS

    Customer will not and will not permit any third party to: (a) make the REEF Ecosystem, the PARCS Equipment, or REEF Components available to or use them for the benefit of anyone other than Customer; (b) sell, distribute, sublicense, use, copy, modify, translate, reproduce, create derivative works from, dispose of, rent, lease, or authorize or permit access or use of any portion of the REEF Ecosystem, the PARCS Equipment, or any REEF Components except as expressly permitted in the Agreement; (c) reverse engineer, decompile, or disassemble the REEF Ecosystem, the PARCS Equipment, or any REEF Components or otherwise attempt to discover source code, object code, underlying structure, ideas, know how, or algorithms related to the REEF Ecosystem, the PARCS Equipment, or any REEF Components; (d) interfere with or disrupt the integrity or performance of the REEF Ecosystem, the PARCS Equipment, or any REEF Components, including by unreasonable volume or calls or other activity which is reasonably likely to impair provision of the REEF Ecosystem, the PARCS Equipment, or any REEF Components to Customer and other REEF customers; (e) alter the REEF Ecosystem, the PARCS Equipment, or any REEF Components, or any part, feature, or function thereof; (f) export or use the REEF Ecosystem, the PARCS Equipment, or any REEF Components in violation of U.S. or other law including the United States Department of Commerce export administration regulations; (g) remove any copyright and other proprietary notices contained in the REEF Ecosystem, the PARCS Equipment, or any REEF Components; (h) use the REEF Ecosystem, the PARCS Equipment, or any REEF Components in a manner which infringes or violates any of the intellectual property, proprietary, or other rights of REEF or any third party; or (i) access and use the REEF Ecosystem, the PARCS Equipment, or any REEF Components in any manner that is inconsistent with this Agreement.


  4. ECONOMIC TERMS
    1. In exchange for the Subscription and the provision of Hosted Services, Customer will pay to REEF the Subscription Fees set forth on the Customer Terms (including any applicable taxes). The Subscription Fees are typically set forth on Schedule 4 to the Customer Terms.
    2. Except as otherwise set forth in the Customer Terms, REEF will submit invoices to Customer for the Subscription Fees due and payable hereunder at the commencement of each year of the Term in accordance with the terms set forth in the applicable Customer Terms. All invoices are payable within 30 days following the date of the applicable invoice. REEF may require payment of (a) interest at the rate of 1.5% per month compounded monthly (19.56% compounded annually) or the highest legally permissible rate, whichever is lower, on all amounts not paid when due until all amounts are paid in full and (b) reasonable expenses and attorneys’ fees REEF incurs in collecting late payments.
    3. Customer will be responsible for paying all applicable sales, use, and other taxes with respect to the provision of the REEF Ecosystem and PARCS Equipment under this Agreement, except for taxes related to REEF’s net income.
  5. PROVISION OF PARCS EQUIPMENT

    Any PARCS Equipment or other equipment that may be required for the operation of the REEF Ecosystem will be obtained by Customer exclusively from REEF through REEF’s preferred PARCS Equipment vendors and subject to this Agreement. Such PARCS Equipment will be provided to Customer under a CapEx model or as part of a cloud-based solution under a platform-as-a-service (“PaaS”) model as selected by the Parties in the Customer Terms. The CapEx models and the PaaS model are described on Exhibit A attached to these General Terms and incorporated herein.


  6. AUTOMATIC SOFTWARE UPDATES

    REEF may from time to time develop patches, bug fixes, updates, upgrades, and other modifications to improve the performance of the REEF Ecosystem (“Updates”). These Updates may be automatically installed without providing any additional notice or receiving any additional consent. Customer consents to these automatic Updates. Customer acknowledges that Customer may be required to install Updates to use the REEF Ecosystem, and Customer agrees to promptly install all Updates that REEF makes available. Customer’s continued use of the REEF Ecosystem is Customer’s agreement with respect to any change or Updates that REEF makes to the REEF Ecosystem during the Term.


  7. SYSTEM REQUIREMENTS

    The REEF Ecosystem may not be accessible without system elements required and specified by REEF and without the Customer Technology. It is Customer’s responsibility to ensure that Customer has all required Customer Technology and that the Customer Technology is compatible and properly configured. Customer acknowledges that the REEF Ecosystem may not work as described if REEF’s requirements and specifications, and such compatibility, have not been satisfied by Customer. If Customer modifies, substitutes, moves, or otherwise changes any of the required system elements or Customer Technology, it is Customer’s sole duty and responsibility to be sure they are compatible and properly configured to work with the REEF Ecosystem.


  8. CONFIDENTIAL INFORMATION
    1. Confidential Information” means any information disclosed by or on behalf of REEF, REEF’s Affiliates, preferred PARCS Equipment vendors, or REEF’s licensors (each, a “Disclosing Party”) to Customer or its Affiliates that is confidential or proprietary to REEF or the other Disclosing Party, whether or not designated as “Confidential,” or “Proprietary”, or which by its nature should reasonably be understood to be confidential or proprietary. Confidential Information will not, however, include any information that (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the Disclosing Party without breach of the Agreement; (ii) becomes publicly known and made generally available after disclosure by the Disclosing Party to Customer through no action or inaction of Customer and without breach of the Agreement; (iii) is already in the possession of Customer at the time of disclosure by the Disclosing Party as shown by Customer’s files and records immediately prior to the time of disclosure; (iv) is obtained by Customer from a third party without a breach of such third party’s obligations of confidentiality; or (v) is independently developed by Customer without use of or reference to the Disclosing Party’s Confidential Information, as shown by documents and other competent evidence in Customer’s possession. Each Disclosing Party owns its Confidential Information and all Intellectual Property therein and thereto. All rights not expressly granted by REEF under the Agreement are reserved to and retained by REEF. The REEF Ecosystem and all REEF Data are the Confidential Information of REEF. Notwithstanding the exceptions contained in this Section, REEF Data shall always be deemed Confidential Information.
    2. During the Term and thereafter, Customer will not, directly or indirectly, disclose or use any Confidential Information or trade secrets of REEF or any Disclosing Party, or the Intellectual Property of REEF or any Disclosing Party, for any purpose without the prior written consent of the applicable Disclosing Party.
    3. Customer will not use any Confidential Information for any purpose except to perform its obligations or exercise its rights under the Agreement. Customer will not disclose any Confidential Information to third parties or to its employees or agents, except to those employees or agents of Customer who are required to have the information in order to perform its obligations under the Agreement.
    4. Customer will take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information, taking at least those measures that it takes to protect its own confidential information, but not less than reasonable measures.
    5. Customer will reproduce the proprietary rights notices of REEF and each Disclosing Party on any such approved copies, in the same manner in which such notices were set forth in or on the original.
    6. Upon termination or expiration of the Agreement, or upon written request of REEF, Customer will promptly return to REEF or to the applicable Disclosing Party all Confidential Information of REEF or such Disclosing Party including all documents and other tangible materials representing REEF’s or such Disclosing Party’s Confidential Information and all copies (and will not retain any copies) thereof in its possession or control, or in the possession or control of Customer’s Affiliates, provided that Customer may retain Confidential Information to extent necessary, and solely as required, to perform its post-termination or post-expiration obligations under the Agreement, if any.
  9. INTELLECTUAL PROPERTY
    1. The terms “ownership”, “own”, or “owns” will refer to ownership of all Intellectual Property with respect to the subject intellectual property.
    2. As between the Parties, the REEF Ecosystem and Confidential Information are owned by and the sole property of REEF or its licensors. All designs, inventions, computer programs and related source and object code, procedures, improvements, developments, copyrightable material, drawings, notes, documents, technical data, information, and materials to the extent made, conceived, or developed by REEF are owned by and the sole property of REEF.
    3. REEF, its licensors, or its designee owns, will own, and retains and reserves to itself without restriction the REEF Ecosystem, REEF Data, and Confidential Information, and all Intellectual Property therein or thereto, whether now in existence, or hereafter designed, developed, created, reduced to practice, or coming into existence. All rights in and to the REEF Ecosystem, REEF Data, Confidential Information, and REEF’s Intellectual Property not expressly granted by REEF to Customer are reserved to and retained by REEF, its preferred PARCS Equipment vendor, or its licensors. Customer agrees to execute any additional documents and instruments deemed reasonably necessary by REEF to effect and evidence REEF’s ownership and rights in and to REEF’s Intellectual Property.
    4. To the extent any REEF Data is not owned by REEF, Customer grants to REEF a non-exclusive, worldwide, irrevocable, transferable, assignable, sublicensable license to reproduce, transmit, distribute, modify, display, perform, create derivative works from, market, sell, license, commercialize, and use the REEF Data for REEF’s own internal and external purposes in any form, except to the extent prohibited by applicable law. This license will survive the termination or expiration of the Agreement.
  10. DATA SECURITY AND REQUIRED DATA SAFEGUARDS
    1. Each Party will maintain reasonable physical, technical, and organizational measures designed to protect against unauthorized or unlawful processing of Personal Information and Cardholder Data and against accidental loss or destruction of, or damage to Personal Information and Cardholder Data. Customer will Process any Personal Information or Cardholder Data (i) only in compliance with applicable Data Protection Laws, the Payment Card Association Data Security Standards, and applicable payment network rules and policies and (ii) not for any purpose other than as expressly provided in the Agreement.
    2. REEF will maintain commercially reasonable back-up, redundancy, disaster recovery, and business continuity measures and procedures to support the REEF Ecosystem.
    3. REEF will audit the security of the computers and computing environment and the physical data centers controlled by REEF that provide the REEF Ecosystem to Customer. This audit will: (i) be performed not more than once per calendar year; and (ii) be performed according to standards deemed to be appropriate by REEF.
    4. Customer will use reasonable efforts to prevent (a) the introduction or proliferation of any Malicious Code into the REEF Ecosystem, or (b) damage, loss, or unauthorized access of or to the REEF Ecosystem, REEF Data, Confidential Information, or Cardholder Data. Customer will promptly notify REEF of such damage or loss and will mitigate the cause and effects of such Malicious Code.
  11. INDEMNITY

    Customer will indemnify, defend, and hold harmless REEF, its Affiliates, and its and their respective officers, directors, employees, agents, contractors, successors, and assigns from and against any liability, damage, loss, or expense (including reasonable attorneys’ fees and expenses of litigation) in connection with any third party claim, suit, action, demand, or judgment (each a “Claim”) arising from or in connection with: (a) Customer’s acts or omissions in connection with the REEF Ecosystem or this Agreement, (b) Customer’s actual or alleged breach of the Agreement, (c) the unlawful collection or transmission to the REEF Ecosystem of Personal Information or data by Customer, or (d) any allegation that any data Customer provides or makes available to REEF, including any Personal Information, infringes or misappropriates the intellectual property, privacy, or other rights of any third party. Notwithstanding the foregoing, Customer will not have obligations under this Section 11(a) for a Claim to the extent caused by the gross negligence or willful misconduct of REEF or its Affiliates. Customer will not consent to the entry of a judgment or settle a Claim without REEF’s prior written consent, which may not be unreasonably withheld. Customer will use counsel reasonably satisfactory to REEF to defend each Claim. If REEF reasonably determines that a Claim might adversely affect REEF, REEF may take control of the defense at REEF’s expense (and without limiting Customer’s indemnification obligations). Customer’s obligations under this Section are independent of Customer’s other obligations under the Agreement.


  12. REPRESENTATIONS AND WARRANTIES
    1. Customer warrants, represents, and covenants that Customer will not contribute, transmit, or introduce through the REEF Ecosystem any data, code, or other information or otherwise use the REEF Ecosystem in a manner that (i) infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of REEF, REEF’s Affiliates, or any third party; (ii) violates any applicable law, statute, ordinance or regulation or is otherwise illegal; (iii) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable; (iv) impersonates any person or entity, including any employee or representative of REEF or REEF’s Affiliates; (v) contains Malicious Code; (vi) attempts, in any manner, to obtain or access the password, account, products, devices, systems, or other security information from any other user or third party; (vii) violates the security of any computer network, or cracks any passwords or security encryption codes; (viii) runs Mail list, Listserv, or any form of auto-responder or “spam”, or any processes that otherwise interfere with the proper working of the REEF Ecosystem; (ix) copies or stores any significant portion of the REEF Materials; (x) decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the REEF Ecosystem; or (xi) denigrates or disrupts any network capacity or functionality. Customer further warrants, represents, and covenants that (A) Customer will lawfully collect and transmit to REEF all data and other information collected by Customer or transmitted to the REEF Ecosystem, (B) REEF is able to use consistent with this Agreement and lawfully receive from Customer all data or other information collected or transmitted by Customer to the REEF Ecosystem, and (C) Customer will obtain all consents required to be obtained from any person in connection with the collection by Customer and/or transmission to the REEF Ecosystem, and use by REEF, of all data or other information collected by Customer or transmitted by Customer to the REEF Ecosystem.
    2. Each Party will ensure that it obtains, and maintains during the Term, all necessary permits and licenses required in order to perform its obligations under this Agreement.
  13. WARRANTY DISCLAIMERS
    EXCEPT AS MAY BE EXPRESSLY PROVIDED IN THE CUSTOMER TERMS:
    1. THE REEF ECOSYSTEM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER REEF NOR ITS AFFILIATES, LICENSORS, LESSORS, VENDORS, SUBCONTRACTORS, AGENTS, DELEGEES, OR SUPPLIERS MAKES, AND REEF AND ITS AFFILIATES, LICENSORS, LESSORS, VENDORS, SUBCONTRACTORS, AGENTS, DELEGEES, AND SUPPLIERS EXPRESSLY DISCLAIM (A) ANY REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT AND (B) ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
    2. REEF AND ITS AFFILIATES, LICENSORS AND SUPPLIERS MAKE NO WARRANTY THAT DEFECTS WILL BE CORRECTED OR THAT THE REEF ECOSYSTEM: (I) WILL MEET CUSTOMER’S REQUIREMENTS; (II) WILL BE COMPATIBLE WITH CUSTOMER’S SYSTEMS, CUSTOMER TECHNOLOGY, OR ANY PARKER’S OR OTHER USER’S COMPUTER, APPLICATION, OR DEVICE; (III) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (IV) WILL BE ACCURATE OR RELIABLE.
    3. REEF MAKES NO REPRESENTATIONS OR WARRANTIES CONCERNING ANY CONTENT CONTAINED IN OR ACCESSED THROUGH THE REEF ECOSYSTEM, AND REEF WILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, COPYRIGHT COMPLIANCE, LEGALITY, OR DECENCY OF MATERIAL CONTAINED IN OR ACCESSED THROUGH THE REEF ECOSYSTEM.
  14. LIMITATION OF LIABILITY
    NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT:
    1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL REEF OR ITS AFFILIATES BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, OR OTHER SIMILAR DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS OR REVENUE, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT, OR OTHER PROCEEDING ARISING UNDER OR OUT OF THE REEF ECOSYSTEM OR THE AGREEMENT, EVEN IF REEF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR OTHERWISE.
    2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF REEF AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THE REEF ECOSYSTEM OR THIS AGREEMENT WILL NOT EXCEED THE GREATER OF: (I) THE TOTAL AMOUNTS PAID OR PAYABLE BY CUSTOMER TO REEF UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRECEDING THE CLAIM, OR (II) TEN THOUSAND U.S. DOLLARS ($10,000.00).
  15. GOVERNING LAW
    1. Applicable Federal law and the laws of the state of Delaware will exclusively govern this Agreement and all claims or causes of action of any kind (including those in contract or tort, or under a statute) arising out of or relating to this Agreement, without giving effect to any principles of conflicts of laws. Any such claim or cause of action may only be brought exclusively in the state and Federal courts in Wilmington, Delaware, and each Party hereby irrevocably consents to such jurisdiction solely for that purpose.
  16. TERM AND TERMINATION
    The “Term” of this Agreement will be as specified in the Customer Terms, or if no term is so specified, then the term will be one (1) year commencing on the date this Agreement is effective between the Parties. Except as otherwise specified in the Customer Terms, the Term may be terminated prior to its expiration as follows:
    1. Termination by REEF. REEF may terminate this Agreement immediately by written notice to Customer if Customer (i) breaches Section 2, Section 3, Section 8, or Section 12 of the General Terms or (ii) fails to pay to REEF any Subscription Fees or other amounts within ten (10) days of when due and payable under the Agreement.
    2. Termination by Either Party. Either Party may terminate this Agreement: (i) for material breach by the other Party of any of its obligations under this Agreement provided such material breach is not cured within sixty (60) days following receipt of written notice from the non-breaching Party that sets forth in reasonable detail the nature of the breach (provided, that, as to REEF, in the event that the breach cannot reasonably be cured by REEF within such sixty (60) day period despite REEF’s initiation of efforts to cure such breach within such period, such period will be extended by an additional period not to exceed sixty (60) days to permit REEF to complete such cure); or (ii) if the other Party ceases to do business in the ordinary course, or has a receiver, administrative receiver, liquidator or similar official appointed to it or over any part of its business or assets, or passes a resolution for its winding up, or is unable to pay its debts as they come due and payable, or makes an assignment for the benefit of creditors. Without derogating the possibility that the breach of other sections of this Agreement may constitute a material breach for purposes of this Section, Customer’s breach of Section 9 or Section 10 of these General Terms constitutes a material breach for purposes of this Section.
    3. Effect of Termination. Upon termination or expiration of this Agreement, (i) all obligations of the Parties under this Agreement will end; provided that Customer will promptly pay REEF any unpaid Subscription Fees or other amounts accrued in connection with the Agreement as of the date of termination or expiration and, if any, all interest thereon and REEF’s costs of collection, (ii) any rights, authorizations, licenses, or subscriptions granted to Customer under this Agreement will end, (iii) Customer immediately will cease using the REEF Ecosystem, and (iv) any PARCS Equipment which is purchased by and/or assigned, transferred, or conveyed to Customer will no longer be considered part of the REEF Ecosystem whether or not such PARCS Equipment works independently of the REEF Ecosystem. Customer will deliver to REEF all REEF Data and Confidential Information in Customer’s possession or under Customer’s control or in the possession or under the control of any of Customer’s Affiliates, or their respective employees, agents, and contractors; provided that Customer may retain Confidential Information to the extent necessary to meet its post-termination or post-expiration obligations, if any, under this Agreement. Any provisions of the Agreement that expressly survive by their own terms, Sections 3, 4, 8, 9, 11, 12, 13, 14, 15, 16, and 17 of the General Terms, and any disclaimers and post-termination and post-expiration obligations of Customer set forth on Exhibit A will survive any termination or expiration of the Agreement.

REEF Global, Inc.
Attn: Legal Department
601 Brickell Key Dr., Suite 1000
Miami, FL 33131

WITH A COPY TO:
REEF Global, Inc.
Attn: Legal Department
233 Peachtree Street NE, Harris Tower
Suite 2600
Atlanta, GA 30303
Email: legalnotices@reeftechnology.com

EXHIBIT A

CAPEX AND PAAS MODELS

  1. CapEx Model A. If CapEx Model A is selected by the Parties in the Customer Terms, the following will apply:
    1. REEF will procure the PARCS Equipment from its preferred PARCS Equipment vendors and will provide the PARCS Equipment to Customer for Customer’s use at the Customer Sites in connection with the REEF Ecosystem during the Term.
    2. The PARCS Equipment will be installed and implemented at the Customer Sites by REEF utilizing its preferred PARCS equipment vendors and/or their third-party subcontractors.
    3. All PARCS Equipment procured by REEF will be resold to Customer, and Customer will purchase such PARCS Equipment, at the beginning of the Term in exchange for the purchase amount set forth in the Customer Terms (plus any applicable sales or other taxes). If REEF procures replacement PARCS Equipment during the Term, such PARCS Equipment shall be resold to Customer, and Customer will purchase such PARCS Equipment, on the date on which it is provided to Customer, and Customer shall pay to REEF the purchase amount set forth on REEF’s invoice to Customer therefor (plus any applicable sale or other taxes). Notwithstanding anything contained in this Agreement to the contrary, from and after the sale of the PARCS Equipment to Customer hereunder, REEF will have no liability or responsibility for, and REEF hereby disclaims any liability or responsibility for, the PARCS Equipment, or for the Processing of any data or information (including Personal Information) Processed by, on, or through the PARCS Equipment.
    4. At the consummation of the purchase of the PARCS Equipment by Customer, except as otherwise set forth in this Agreement, REEF will sell the PARCS Equipment to Customer on an “AS IS, WHERE IS” basis without any warranty by REEF and subject to the rights of REEF’s preferred PARCS equipment vendors, and any third-party licenses, with respect the software comprising or incorporated into the PARCS Equipment. The purchase of the PARCS Equipment will be completed (including payment of the purchase price by Customer to REEF in full) no later than thirty (30) days following the Effective Date (the “Equipment Purchase Date”). In the event Customer fails to complete the purchase of the PARCS Equipment on or before the Equipment Purchase Date, then Customer’s right to purchase the PARCS Equipment will automatically be terminated and the PARCS Equipment will be returned by Customer to REEF at Customer’s cost and expense, and Customer will pay to REEF within thirty (30) days following the Equipment Purchase Date an amount equal to the difference between the depreciated value of the PARCS Equipment and the non-depreciated value of the PARCS Equipment as of the Equipment Purchase Date as determined by REEF. If Customer completes the purchase of the PARCS Equipment by the Equipment Purchase Date, REEF will execute and deliver to Customer a bill of sale or other appropriate instrument effecting the transfer of ownership of the PARCS Equipment to Customer as of the Equipment Purchase Date and will file UCC-3 terminations with respect to any UCC-1 financing statements previously filed by REEF with respect to the PARCS Equipment.
  2. CapEx Model B. If CapEx Model B is selected by the Parties in the Customer Terms, the following will apply:
    1. REEF will procure the PARCS Equipment from its preferred PARCS Equipment vendors and will provide the PARCS Equipment to Customer for Customer’s use at the Customer Sites in connection with the REEF Ecosystem during the Term.
    2. The PARCS Equipment will be installed and implemented at the Customer Sites by REEF utilizing its preferred PARCS equipment vendors and/or their third-party subcontractors.
    3. All PARCS Equipment procured by REEF (whether original or replacement PARCS Equipment) will be purchased by Customer upon the termination or expiration of this Agreement for any reason in exchange for the purchase amount set forth in the Customer Terms (plus any applicable sales or other taxes). If REEF procures replacement PARCS Equipment during the Term, such PARCS Equipment shall be resold to Customer, and Customer will purchase such PARCS Equipment, upon the termination or expiration of this Agreement for any reason, and Customer shall pay to REEF the purchase amount set forth on REEF’s invoice to Customer therefor (plus any applicable sale or other taxes). Notwithstanding anything contained in this Agreement to the contrary, from and after the sale of the PARCS Equipment to Customer hereunder, REEF will have no liability or responsibility for, and REEF hereby disclaims any liability or responsibility for, the PARCS Equipment, or for the Processing of any data or information (including Personal Information) Processed by, on, or through the PARCS Equipment.
    4. REEF will finance the purchase of the PARCS Equipment by Customer, and the final assignment, transfer, and conveyance of the PARCS Equipment to Customer will be effective at the end of the Term pursuant to the economic terms set forth in the Customer Terms.
    5. At the consummation of the purchase of the PARCS Equipment by Customer, except as otherwise set forth in this Agreement, REEF will assign, transfer, and convey the PARCS Equipment to Customer on an “AS IS, WHERE IS” basis without any warranty by REEF and subject to the rights of REEF’s preferred PARCS equipment vendors, and any third-party licenses, with respect the software comprising or incorporated into the PARCS Equipment. The purchase of the PARCS Equipment will be completed (including payment of the purchase price by Customer to REEF in full) no later than thirty (30) days following the end of the Term (the “Equipment Purchase Date”). In the event Customer fails to complete the purchase of the PARCS Equipment on or before the Equipment Purchase Date, then Customer’s right to purchase the PARCS Equipment will automatically be terminated and the PARCS Equipment will be returned by Customer to REEF at Customer’s cost and expense, and Customer will pay to REEF within thirty (30) days following the Equipment Purchase Date an amount equal to the difference between the depreciated value of the PARCS Equipment and the non-depreciated value of the PARCS Equipment as of the Equipment Purchase Date as determined by REEF. If Customer completes the purchase of the PARCS Equipment by the Equipment Purchase Date, REEF will execute and deliver to Customer a bill of sale or other appropriate instrument effecting the transfer of ownership of the PARCS Equipment to Customer as of the Equipment Purchase Date and will file UCC-3 terminations with respect to any UCC-1 financing statements previously filed by REEF with respect to the PARCS Equipment.
  3. CapEx Model C.
    1. REEF will procure the PARCS Equipment from its preferred PARCS Equipment vendors and will provide the PARCS Equipment to Customer for Customer’s use at the Customer Sites in connection with the REEF Ecosystem during the Term.
    2. The PARCS Equipment will be installed and implemented at the Customer Sites by REEF utilizing its preferred PARCS equipment vendors and/or their third-party subcontractors.
    3. REEF will own the PARCS Equipment and may assign, transfer, and convey the PARCS Equipment to Customer pursuant to the economic terms set forth in the Customer Terms at any time during the Term or at the end of the Term.
    4. If REEF determines to assign, transfer, and convey the PARCS Equipment to Customer, except as otherwise set forth in this Agreement, REEF will assign, transfer, and convey the PARCS Equipment to Customer on an “AS IS, WHERE IS” basis without any warranty by REEF and subject to the rights of REEF’s preferred PARCS equipment vendors, and any third-party licenses, with respect the software comprising or incorporated into the PARCS Equipment. If REEF determines to assign, transfer, and convey the PARCS Equipment to Customer REEF will execute and deliver to Customer an appropriate instrument effecting the transfer of ownership of the PARCS Equipment to Customer as of the date selected by REEF and will file UCC-3 terminations with respect to any UCC-1 financing statements previously filed by REEF with respect to the PARCS Equipment. Notwithstanding anything contained in this Agreement to the contrary, from and after the assignment, transfer, and conveyance of the PARCS Equipment to Customer hereunder, REEF will have no liability or responsibility for, and REEF hereby disclaims any liability or responsibility for, the PARCS Equipment, or for the Processing of any data or information (including Personal Information) Processed by, on, or through the PARCS Equipment.
  4. PaaS Model. If the PaaS Model is selected by the Parties in the Customer Terms, the following will apply:
    1. REEF will procure PARCS Equipment to enable Customer to access and use the REEF Ecosystem at the Customer Sites.
    2. Customer will not own the PARCS Equipment. The PARCS Equipment will be provided to Customer by REEF as part of the Subscription for the REEF Ecosystem pursuant to the economic terms set forth in the Customer Terms.
    3. The PARCS Equipment will be installed and implemented at the Customer Sites by REEF utilizing its preferred PARCS equipment vendors and/or their third-party subcontractors.
    4. Upon termination or expiration of the Agreement, Customer will return the PARCS Equipment in Customer’s possession and control, if any, to REEF.
  5. Terms applicable to both the CapEx and PaaS Models. The following terms are applicable to the PARCS Equipment under both the CapEx and PaaS Models:
    1. For any period during the Term in which REEF or its lessor(s) retains ownership of the PARCS Equipment, REEF hereby leases or subleases to Customer, and Customer hereby accepts from REEF the lease or sublease of, the PARCS Equipment Customer pursuant to the economic terms set forth in the Customer Terms. Customer will not add, change, or remove any items which are affixed to the PARCS Equipment without REEF’s written consent. Customer will not sublease the PARCS Equipment without the written consent of REEF.
    2. To the extent that a CapEx Model is selected by the Parties, Customer will inspect the PARCS Equipment at the time it is delivered to Customer and will immediately notify REEF of Customer’s acceptance of the PARCS Equipment which notice will constitute acknowledgement by Customer that the PARCS Equipment is in good working condition.
    3. Until the consummation of the purchase, assignment, transfer, and/or conveyance of PARCS Equipment under the applicable CapEx Model, and in all events under the PaaS Model, (A) the PARCS Equipment will be the property of REEF or the applicable PaaS service providers or licensors, (B) Customer will have no right, title, or interest in such PARCS Equipment except to use the PARCS Equipment in connection with its access to and use of the REEF Ecosystem, (C) Customer will not create or permit any charge, lien, adverse claim, or encumbrance on the PARCS Equipment, (D) Customer will immediately advise REEF of any notice of any claim, levy, lien, or legal process issued against the PARCS Equipment and keep the PARCS Equipment free of all claims and liens, (E) Customer will insure the PARCS Equipment against damage, casualty, destruction, theft, or loss, in an coverage amount at least equal to the full replacement value of the PARCS Equipment (as determined by REEF) with insurers reasonably acceptable to REEF at all Customer Sites at Customer’s cost and expense, and provide REEF with certificates of insurance evidencing that it is in full force and effect during the entirety of the Term and any period thereafter during which Customer has possession of the PARCS Equipment.
    4. If the PARCS Equipment is not purchased by Customer at and must be returned to REEF or to its PARCS Equipment vendor(s), Customer will maintain such insurance in full force and effect until the PARCS Equipment has been delivered to REEF or to its designated PARCS Equipment vendor(s) at REEF’s designated facility or to REEF’s designated PARCS Equipment vendor(s) at their designated facility(ies) (including during shipment of the PARCS Equipment). In the event of any damage, casualty, destruction, theft, or loss to the PARCS Equipment while in Customer’s possession or under Customer’s control, or during shipping to REEF or to its designated PARCS Equipment vendor(s), Customer will immediately notify REEF.
    5. In addition to REEF’s other rights under this Agreement, if, for any reason, whether before or after the purchase, assignment, transfer, and/or conveyance of PARCS Equipment under the applicable CapEx Model, and in all events under the PaaS Model, the PARCS Equipment in Customer’s possession or under Customer’s control is lost, damaged, destroyed, rendered inoperable, or the performance thereof is diminished, through no fault of REEF, and such event prevents or impairs REEF’s provision of the Hosted Services or performance of its other obligations under this Agreement, REEF shall be relieved of its obligation to provide the Hosted Services and the performance of such other obligations, until such time as the applicable event is remedied sufficiently to permit REEF to provide the Hosted Services and perform such other obligations.
    6. If the PARCS Equipment is required to be returned to REEF upon expiration or termination of the Agreement, Customer will return the PARCS Equipment to REEF within thirty (30) days following such expiration or termination in good working order, reasonable wear and tear excepted, and will ship the PARCS Equipment to REEF DDP (Incoterms 2021) REEF’s designated facility or to REEF’s designated PARCS Equipment vendor DDP (Incoterms 2021) its designated facility. Risk of loss will pass to REEF or to REEF’s designated PARCS Equipment vendor when the PARCS Equipment is delivered to and accepted by REEF or its designated PARCS Equipment vendor at its designated facility.
    7. REEF is expressly authorized to file with any applicable jurisdiction or authority UCC-1 Financing Statements or other similar documents or instruments evidencing REEF’s ownership of the PARCS Equipment.
    8. If the PARCS Equipment or any component or element thereof is lost, damaged, destroyed, or rendered inoperable, or the performance thereof is diminished, through no fault of REEF, Customer will be responsible for the payment of any repairs to or replacements of the PARCS Equipment.
    9. Customer will pay all personal property, sales or use taxes, business licenses, assessments, penalties, and charges that may be levied in respect to the Hosted Services or purchase, assignment, transfer, and/or conveyance of the PARCS Equipment (except income taxes levied on lease payments to REEF).
    10. REEF will have the right to inspect the PARCS Equipment in Customer’s possession or under Customer’s control during Customer’s normal business hours and upon reasonable prior notice to Customer.
    11. If Customer fails at any time to pay taxes, discharge liens, pay any other amount related to the Hosted Services or the PARCS Equipment, or timely perform any of Customer’s other obligations, REEF will have the right to do so, provided, that, Customer will be responsible to reimburse REEF for all of REEF’s expenditures. REEF will provide Customer with an accounting of any expenditures made by REEF.
    12. With respect to the CapEx Models, REEF will pass through to Customer upon the completion of the purchase, assignment, transfer, and/or conveyance of the PARCS Equipment to Customer, any PARCS Equipment warranties received by REEF from its PARCS Equipment vendor(s) which apply to periods following such purchase, assignment, transfer, and/or conveyance of PARCS Equipment to the extent permitted under the applicable agreement with the applicable PARCS Equipment Vendor.

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