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Exhibit B
<br /> Streetline Terms of Use
<br /> These Terms of Use govern Streetline,Inc.'s("Streetline")provision terminate this Agreement and receive a pro-rata refund of any Fees
<br /> of the web-based parking management portai ("Portal") made (as defined below),including the Activation Fee,paid in advance for
<br /> availabie by Streetline to you ("you" or "Customer") and your use of the Service for the terminated portion of the term of this
<br /> provision of certain information to Streetline for use in Streetline's Agreement. Streetline shall have no obligation with respect to a
<br /> business, including the Portal and Streetline's other products and warranty claim unless notified of such claim within thirty(30)days of
<br /> services. Certain products and services available through the Portal the first instance of the app�icable problem.The warranties set forth
<br /> (for exampie, ParkEdge Advertising services and ParkEdge RealTime in this Agreement are made to and for the benefit of Customer only.
<br /> services)are subjed to additional terms and conditions provided to Such warranties shall not apply if Customer has used the Service
<br /> you by Streetline from time to time and incorporated into this other than in accordance with Streetline's instructions, this
<br /> Agreement by reference. Your use of the Porta�is governed by this Agreement and applicable law.
<br /> Agreement and the Privacy Policy(the current version of which is 4. Fees,Payment&Taxes. Customer shall pay Streetline the
<br /> attached hereto as Exhibit C)and Terms of Use made available on fees specified in the Agreement (the "Fees") pursuant to the
<br /> Streetline's website. By using the Portal or otherwise providing payment terms specified therein. The Fees do not include any taxes,
<br /> Customer Data (as defined below) or submitting an executed levies or duties of any nature("Taxes").Customer is responsible for
<br /> agreement to Streetline or clicking the "SubmiY' or "I agree" or paying all Taxes,excluding only taxes based on Streetline's income.If
<br /> similar button located on the Portal page,you agree to the terms Streetline has the legal obligation to pay or collect Taxes for which
<br /> and conditions of this Agreement. Customer is responsible under this Section,the appropriate amount
<br /> 1. Portal; Add-On Services. Subject to the terms and shall be invoiced to and paid by Customer unless Customer provides
<br /> conditions of this Agreement,Streetline will use reasonable efforts Streetiine with a valid tax exemption certificate authorized by the
<br /> to make the Portal available to Customer during the Term (as appropriate taxing authority.
<br /> defined below),solely for use by Customer and its designated users 5. Suspension, Termination. Without limitation of
<br /> for the package of ParkEdge services selected by Customer and Streetline's other remedies, Streetline may suspend or terminate
<br /> agreed to by Streetline,and Streetline will use reasonable efforts to Customer's and its designated users' access to and/or use of the
<br /> make available the relevant Customer Data (as defined below) to Portal if Customer fails to pay any Fees within 45 days notice of
<br /> Parker Users (as defined below). Streetline may update the being due. In addition, Streetline may suspend or terminate
<br /> functionality and user interFace of the Portal from time to time in its Customer's and its designated users' access to and/or use of the
<br /> sole discretion. Customer may order certain products and services Portal if Streetline reasonably believes that Customers account is
<br /> other than the use of the Portal ("Add-On Services" and,together being used to engage in denial of service attacks, spamming, or
<br /> with the Portal, the "Services"). Streetline's provision of, and iliegal activity,or is otherwise causing harm to the Portal,Streetline,
<br /> Customer's use of, such Add-On Services shall be subject to its other customers or other third parties. Customer may terminate
<br /> Streetline's acceptance(in its sole discretion�and also be subject to this Agreement at any time for any reason upon thirty(30)days prior
<br /> any additional or other terms and conditions provided by Streetline written notice to Streetline. Streetline may terminate this
<br /> governing the provision and use of such Add-On Services. Agreement upon written notice to Customer (a) if Customer
<br /> 2. Customer Data. Customer will provide to Streetline breaches this Agreement and fails to correct such breach within
<br /> parking inventory and other parking related data and information thirty(30) days following written notice specifying such breach, or
<br /> ("Customer Data"). Customer hereby grants to Streetline a non- (b) if Streetline reasonably believes that the provision of any
<br /> exclusive, irrevocable, perpetual, royalty free sublice�sable license Customer Data to Parker Users is detrimental to the Parker
<br /> to use and otherwise exploit the Customer Data in connection with application or user experience of the Parker application. Upon the
<br /> the Portal and Streetline's other products and services (including expiration or earlier termination of this Agreement,Customer shall
<br /> Customer Data gathered from any pre-existing count system that cease all use of and access to the Portal,ali outstanding Fees shall
<br /> Customer may have�,which license includes the right to reproduce, immediately become due and payable,and Streetline may delete all
<br /> modify, display, distribute, and otherwise make Customer Data Customer Data. Sections 3 and 5 through 8 shall survive any
<br /> available to others through the Portal and otherwise in connection expiration or earlier termination of this Agreement. In no event shall
<br /> with Streetline's other produds and services, including, without any Fees be refundable for any reason,except as provided in Section
<br /> limitation to users of Streetline's Parker application and its other 3,above.
<br /> produds and services ("Parker Users"). Customer data will not 6. Indemnity.
<br /> include any personally identifiable information. Subject to the rights (a) Streetline shall defend, indemnify and hoid
<br /> granted herein, Customer shall retain all right, title and interest Customer and its officers,agents and employees harmless from and
<br /> (including all intellectual property rights) in and to Customer Data. against all claims, losses, liabilities, costs and expenses (including
<br /> In addition, if Customer makes any suggestions, enhancement attorneys' fees) arising out of the performance of the Service or
<br /> requests, or recommendations, or provides any other feedback provision of any product,caused in whole or in part by any breach of
<br /> relating to the Portal or Streetiine's other products and services any representation,warranty, or other provision of this Agreement
<br /> ("Feedback"),then Streetline is hereby granted the right to use and by Streetline or any other act or omission of Streetline.
<br /> otherwise exploit such Feedback freely in connedion with the Portal (b) Streetline shall defend, indemnify and hold
<br /> and Streetline's other products and services. harmiess Customer from and against any claim, suit, or action
<br /> 3. Warranties. Streetline warrants that, upon successful ("Ciaim")by a third party that is based upon an allegation that the
<br /> equipment installation and system activation, the Service shall be Service as made available to the Customer by Streetline pursuant to
<br /> functional and available for access and use by Customer as described this Agreement infringes or otherwise violates the intellectuai
<br /> in the Scope of Services. Customer's sole and exclusive remedy for property rights of such third party,and shall indemnify the Customer
<br /> Streetline's breach of this warranty shall be to have Streetline use from and against any final award of damages or settlement amounts
<br /> commercially reasonable efforts to repair the Service to achieve the for release of liability from any such claim,suit,or action.In addition,
<br /> functionality described in the Scope of Services, provided that if if a claim is made that the Service infringes a third party's intellectual
<br /> Streetline is unable to restore any material functionality within thirty property rights, or if Streetline has reason to believe such a claim
<br /> (30)days of Customer's notification of the problem,Customer may may be made,Streetline may replace or modify the Service to make
<br /> ATTY/AGR/2013.117/STREETLINE INC.
<br /> REV:07-15-13 VR
<br /> Page 3 of 7
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