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EXHIBIT D
<br />ADDITIONAL TERMS AND CONDITIONS
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<br />1. Fees for the Services are paid annually in advance. All lees are required before Gasboy will provide any Services. Total fees for the Services are
<br />set forth in Exhibit B attached hereto and incorporated herein by reference. Gasboy shall have the right to update the fees each year, and will provide
<br />notice to Customer of any fee changes at least sixty (60) days before the end of the then -current term. All fees hereunder are due thirty (30) days from
<br />the date of invoice. Customer is responsible for all taxes on the Services. If any invoice is more than thirty (30) days past due, Gasboy may, at its option,
<br />discontinue the Services until the account is made current, or terminate the Agreement and seek all fees and costs due under the Agreement. Gasboy
<br />reserves the right to pro -rate annual fees for Customer locations such that all Customer locations have a common renewal date.
<br />2. Provided that all fees are paid in a timely manner, the Services shall be provided at the locations listed on Exhibit C. Any modifications to locations
<br />on Exhibit C due to changes to Customers business (such as site closing, relocation of Products), must be provided to Gasboy in writing.
<br />3. If Customer fails to pay any Fees or associated Taxes by the due date, without limiting any other rights or remedies Gasboy may have, then such
<br />late Fees and Taxes will accrue a late lee interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower, and/or Gasboy
<br />may require future Fees and Taxes to be paid on shorter terms. If Customer is more than 30 days past due, Gasboy may, at is option, discontinue the
<br />Services until the account is made current or, terminale the Agreement for cause and seek full recovery for any outstanding fees and costs due under the
<br />Agreement. Customer shall be responsible for any collection costs, including but not limited to reasonable attorneys' lees, that Gasboy incurs in the
<br />collection of any amounts due hereunder.
<br />4. If Customer (i) breaches this Agreement and such breach is not cured within ten (10) days, or (it) is the subject o1 any bankruptcy, insolvency, or
<br />similar proceeding, Gasboy may immediately terminate the Agreement and all fees shall become immediately due and payable.
<br />5. Customer shall indemnify, defend, and hold harmless Gasboy, including its affiliates, agents, and employees from and against any and all losses,
<br />claims, demands, liabilities, fines, penalties, assessments, suits, or actions for injuries to or death of any person, or for loss o1, or damage to. the property
<br />of any person or persons caused by or resulting from the negligent acts or omissions (including liability imposed by statutes, rules, or regulations) of
<br />Customer, or its subcontractors,vendors, agents, officers, or employees. Customer's obligations under this section shall not apply to the extent that such
<br />claims are caused solely by the willful misconduct of Gasboy. If Customer is a government agency or political division, then this Section shall apply only
<br />to the extent permitted by applicable law.
<br />6. Except as otherwise specifically provided herein, neither party shall be liable for any failure to perform or for any delay in performing any of its
<br />obligations hereunder caused by circumstances beyond its reasonable control or which makes performance commercially impracticable, including, but
<br />not limited to, fire, storm, good, earthquake, hurricane, tornado, explosion, accident, acts of public enemies, war, rebellion, insurrections, sabotage,
<br />epidemic, quarantine restrictions, labor disputes, labor shortages, transportation embargoes or delays, inability to secure raw materials or machinery for
<br />the manufacture of products, acts of God, ads of any government, any agency thereof, judicial actions or any other such external circumstances.
<br />7. Al times, Customer and Gasboy may receive from the other party certain information marked confidential and proprietary. Both parties agree to
<br />treat such information as confidential, using the same degree of care as it uses to protect its own confidential information, but no less than reasonable
<br />care. The parties agree not to use or disclose or otherwise use such confidential information of the other parry, except as provided herein or with the
<br />express written consent of the other party. Either party may use or disclose the confidential information of the other party (i) as required for the Services,
<br />but only to employees who are bound by written confidentiality agreements no less stringent than this Section 7, and (ii) as required by a court order or
<br />other legal process. The obligations under this Section 7 shall survive the termination of this Agreement by five (5) years. If Customer and Gasboy have
<br />executed a separate confidentiality agreement that might also cover the Confidential Information ('NDA'), this Agreement will not change or abrogate any
<br />of the terms of that NDA and such separate NDA shall not change or abrogate any of the terms of this Agreement, even though both agreements may
<br />apply to the same information. In the event that, notwithstanding the foregoing, one party ('Recipient') shall be compelled by the Information Laws to
<br />disclose any Confidential Information of the other party ('Discloser'), Recipient shall, and shall cause its Representatives to, furnish only that portion of
<br />the Confidential Information that is so legally required. 'Information Laws' means the Freedom of Information Ad of 1966 and the regulations promulgated
<br />thereunder, the Electronic Freedom of Information Ad of 1996, including without limitation such state's open records/public of information ad as set forth
<br />In such state statutes, laws, codes, and the regulations promulgated thereunder, and any similar applicable federal or state law, order, decree, rule, or
<br />regulation (each as in effect from time to time). Nothing herein shall restrict any disclosure of a partys information that: (A) is or becomes publicly available
<br />through no fault of the other party; (8) is independently developed by the other party; or (C) is received by the other party from a Third party without
<br />obligations of confidentiality.
<br />'Representatives' shall mean the officers, employees, directors, attorneys, consultants and other agents and advisors of the Recipient Recipient shall
<br />take all reasonably necessary measures to restrain its Representatives from making any unauthorized disclosure or use of Confidants] Information.
<br />Recipient further agrees that It will be liable for the breach of this Agreement by any of its Representatives.
<br />8. The Services provided under this An reement are covered by Gasboys current warranty, a copy of which is available upon request Gasboy reserves
<br />the right to modify such warranty, warranty policies, or warranty program on"(30) days prior written notice to Customer. THE FOREGOING
<br />WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES - EXPRESS, IMPLIED, OR STATUTORY - INCLUDING WARRANTIES OF
<br />MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
<br />9. GASBOY WILL NOT BE LIABLE FOR PERSONAL INJURY OR PROPERTY DAMAGE (UNLESS CAUSED BY
<br />GASBOY'S NEGLIGENCE, AND THEN ONLY IN THE PROPORTION WHICH GASBOYS NEGLIGENCE BEARS TO
<br />THE NEGLIGENCE OF OTHERS IN CAUSING THE INJURY OR DAMAGE), OR FOR ANY DAMAGES (REGARDLESS
<br />OF THEIR NATURE) CAUSED BY CUSTOMER'S FAILURE TO FULFILL ITS RESPONSIBILITIES AS SET FORTH
<br />HEREIN. IN NO EVENT SHALL GASBOY BE LIABLE UNDER THIS AGREEMENT FOR ANY LOSS OF PROFIT OR
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