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BIu3ITechnolooles
<br />Stuart Solutions
<br />Legal and Professional Services
<br />TERMS AND CONDITIONS OF SALES AGREEMENT
<br />1. PRICES: Prices maybe subject to change without notice until a purchase order is accepted by BTSS.
<br />2. PAYMENT TERMS: City will pay all monies in US dollars, due in accordance with the stated terms. BTSS has no obligation to
<br />provide any additional notification of amount due except for this agreement. if full payment is not made within the stated time
<br />period, any discount will be voided and full retail price prevailing at the time of sale will be due. Under all circumstances,
<br />overdue balances will accrue a late fee charge on the outstanding balance at a monthly rate of 1%%,18%per annum. If you
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<br />pay your balance via credit card after 15 days of Invoice date, a 3% credit card processing fee will be added to the charge.
<br />3. SHIPPING AND DELIVERY: Unless stated otherwise, the price is for pickup at BTSS' point of business. Once delivered, all risk of
<br />loss is with the City. If City does not take delivery within thirty days after notification by BTSS, this agreement maybe cancelled
<br />and City's deposit retained by BTSS as liquidation of damages.
<br />4. DELAYS: BTSS is not liable to City for any damages, including consequential damages, for any delay in or non-delivery due to
<br />anything beyond BTSSs' reasonable control.
<br />S. DAMAGES: BTSS will not be liable to City for any damage caused by goods or services purchased by this agreement. BTSS
<br />makes no warranties of any kind pertaining to the fitness for any particular use and shall not be liable for any loss or damage,
<br />directly or Indirectly, or from any training or training material received, arising from the use of goods, or for consequential
<br />damages.
<br />6. LIMITATION OF LIABILITY AND WARRANTY: City will indemnity and hold harmless BTSS from any loss, claim or damage to
<br />persons or property arising out of this agreement including, but not limited to City's loss of use of product, loss of time, loss of
<br />data or information of any kind, intermption of business, removal and installation charges, loss of profits, money or goodwill,
<br />and payments of claims or judgments. This indemnity shall survive the term of this agreement. In any event, the liability of the
<br />BTSS shall be no greater than the purchase price of this agreement. BTSS shall not be liable for any indirect, special, or
<br />consequential damages arising out of this agreement. No obligations or liability shall arise out of BTSS' rendering of technical or
<br />other advice in connection with the services rendered hereunder. BTSS provides a warranty of good workmanship with regard
<br />to all service pro-vided under this policy. This warranty shall be the only warranty made by BTSS in lieu of all other warranties,
<br />express or implied.
<br />7. SUBCONTRACT: BTSS shall have the right to subcontract any or all of its responsibilities hereunder to one or more
<br />subcontractors, but this shall not relieve BTSS of its responsibilities under this agreement.
<br />S. CANCELLATION: If City cancels this agreement without allowing a reasonable time for delivery, the BTSS may: (1) Retain City's
<br />deposit; and, (2) Use any other remedy available to BTSS under Ohio law to mediate damages.
<br />9. RETURNS: All software sales are final. There is a minimum 151/ restocking charge for all other returned Items. Product will not
<br />be accepted in return without first obtaining consent from the BTSS in writing. All returns must be complete and in original
<br />package, complete with all packing materials.
<br />10. SALES, USE, EXCISE, VATTAXES: BTSS is obligated to collect sales, use, excise, or VAT tax from ALL Clients In States and/or
<br />Countries where BTSS is a tax withholding agent. For States and/or Countries where BTSS is not a tax withholding agent, you
<br />are responsible for remitting Sales, Use, Excise or VAT taxes to your taxing authority directly. It is your responsibility to provide
<br />the required documentation when submitting an order to claim an exemption. Taxes are charged based on the effective tax
<br />rate at the time the invoice is processed. This may be different than the initial rate at which you were quoted. You must submit
<br />re -sale or tax -exemption documentation from the State and/or Country in which you are doing business as well as each State
<br />and/or Country In which you are shipping goods or receiving services. We are not obligated to refund taxes due to late
<br />submission of tax exemption documentation. Submission of all appropriate lax exemption forms must be received by us before
<br />we ship the goods or we provide the services. You will be liable for all taxes, surcharges or other charges imposed on the sale
<br />of goods or provision of services by any taxing authority if tax forms are not received prior to the Invoice being Issued.
<br />Requests for refunds of sales taxes must be submitted to the appropriate taxing authority directly.
<br />11. NONSOLICITATION: During the Term, and for a period of twenty-four 124) months thereafter, City agrees not to directly or
<br />Indirectly, solicit, recruit or employ any employee or subcontractor of BTSS without BTSS' prior written consent. City agrees
<br />that, if it hires any employee of BTSS or its subcontractor during the period set forth above without written consent, It shall be
<br />presumed that City solicited the employee and City shall pay to BTSS, as liquidated damages and not as penalty an amount
<br />equal to the greater of $75,000 or 100% of the annual salary paid to that employee by BTSS or its subcontractor, plus all costs
<br />Including attorney fees as may be incurred by BTSS in enforcing Section 11. Provided further, In the event that said employee
<br />has executed an employment agreement with BTSS, said employment agreement shall remain in effect in accordance with its
<br />terms and City shall so advise the employee In writing prior to hiring the employee.
<br />12. ASSIGNMENT: City may not assign this Agreement. BTSS may assign this Agreement to its successor in interests or to a third
<br />party acquiring substantially all of its assets or business.
<br />Blue Technologies Smort Solutions LLC Confidential
<br />Page 13 of 35
<br />25A-16
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