Agreement with Paradigm Software LLC

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PARADIGM SOFTWARE, L.L.C.® 
113 Old Padonia Road, Suite 200 
Cockeysville, MD 21030 
(410) 329-1300 
 
GOLD SUPPORT SERVICES AND LICENSING AGREEMENT 
 
 
Paradigm Software, L.L.C. ® ("Paradigm"), by its acceptance of this Gold Support Services and 
Licensing Agreement including the following signature page, the Terms and Conditions and all applicable 
Addenda, Exhibits and Schedules identified herein below (collectively, this “Agreement”) agrees to sell 
and provide, and the undersigned client ("Client") agrees to purchase and accept, a license in specific 
computer software and support services relating to that software licensed by Paradigm to Client in 
accordance with the terms and conditions of this Agreement. 
 
Paradigm agrees and to grant to the Client a license to use the software, to deliver, and install the 
Software, and to sell, deliver, and install for Client to use the software in accordance with the terms and 
conditions of this Agreement. 
 
 
This Agreement and the relationship between Paradigm and Client are governed by the Terms and 
Conditions and each of the Addenda and Exhibits indicated herein below, each of which is adopted and 
incorporated herein by reference. 
 
☒ 
Terms and Conditions 
 
☒ 
ADDENDUM A:  System Implementation 
 
 
Exhibit A: 
License Schedule 
 
 
Exhibit B: 
Purchase Price Schedule 
 
 
Exhibit C: 
Hardware Inventory Warranty Schedule 
 
 
Exhibit D: 
Payment Schedule 
 
 
Exhibit E: 
Hourly Rate Schedule 
 
 
Exhibit F: 
Software Schedule 
 
 
Exhibit G: 
Hardware Schedule 
 
☒ 
ADDENDUM B:  Service Levels 
 
☒ 
ADDENDUM C:  Credit Card Processing

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TERMS AND CONDITIONS 
 
1. 
CHARGES, FEES, AND PAYMENT.  Client shall pay the charges and annual fee for Gold 
Support Services, Professional Services, Gateway/WeighPay Service Fee, and Hardware 
Inventory Warranty Fee as specified in Exhibit D to Addendum A (System Implementation). The 
annual fee is payable annually in advance prior to the first day of the renewal term.  For all charges 
and fees, Client will pay a late charge of one and one-half percent (1 1/2%) of the amount not paid 
within thirty (30) days of the due date or date of invoice, whichever is later.  Prices and fees are 
exclusive of all current or future excise, sales, use, occupational, or like taxes, and Client agrees 
to pay any such tax Paradigm may be required to collect or pay (including interest and penalties 
imposed by any governmental authority) which are imposed upon the sale or delivery of goods, 
licensed software, or services rendered hereunder.  Exemption from such taxes, if any, shall be the 
responsibility of Client to pursue. 
 
2. 
CLIENT RESPONSIBILITIES.  Client agrees to test, and if operable, accept and use updates, 
amendments and alterations to the Software furnished to Client hereunder and to provide, install 
and maintain, at no cost to Paradigm, for the duration of this Agreement, an adequate connection 
for remote support approved by both parties.  Client shall allow Paradigm access to the Software 
via this connection for the purpose of providing Gold Support Services.  Administrative access to 
the Software will be required for implementation, and during the Support and Services period.  The 
Software will be required to have specific access to “*.paradigmsoftware.com” and TCP port 443.  
To effectively troubleshoot any issues that may occur with your system, we require access to logs 
and other relevant troubleshooting resources. These resources are necessary for us to identify the 
root cause of the problem and develop an appropriate solution. 
 
3. 
COVERAGE. 
 
3.1 Software. The Software eligible for Gold Support Services (as defined below) are 
WeighStation® CW6 as updated with all current modules, applications, amendments, 
alterations, enhancements, improvements, and updates furnished to Client from time to time 
under warranty (the "Software").  Support Services will be provided exclusively for the Client's 
currently supported version of Software, running on the operating system version approved by 
Paradigm. The supported version refers to any build released by Paradigm within the past 24 
months. Client agrees to remain current (within the last 24 months) by either installing the 
latest build of the Software or engaging Paradigm to install it on their behalf. 
 
3.2 Hardware. Paradigm shall provide remote assistance in the support, repair, and replacement of 
Hardware (the “Hardware”) listed in this Agreement. Support will be provided using the 
Client’s assistance and remote computer connection to diagnose and repair the reported 
problems or issues. If Hardware replacement is required, the Client will provide installation 
services of such Hardware unless onsite service is requested and quoted separately. The 
Hardware covered under this Agreement is listed in Exhibit C (Hardware Inventory Warranty 
Schedule). The quantity identified in Exhibit C will reflect the number of spare Hardware 
provided to the Client at any one time. Paradigm will be responsible for providing replacement 
Hardware once said Hardware has been pulled from the shelf and the failed Hardware meets 
the requirements of replaceable Hardware. Failed Hardware will be repaired/replaced at the 
sole discretion of Paradigm after an evaluation of the Hardware. Paradigm shall not be 
responsible for any misuse, neglect or abuse of, tampering with, force majeure, or vandalism

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of any Hardware. If Paradigm determines the failed Hardware meets the guidelines of a 
covered repair/replacement within this Section 3.2 and the Hardware is listed in Exhibit C, 
Paradigm will ground ship the replacement spare Hardware to the Client. If Paradigm 
determines the failed Hardware does not meet the guidelines of a covered repair/replacement, 
the Client will be provided with a quote for the spare replacement Hardware. 
 
The Client shall maintain a local inventory of Paradigm owned (paid for by Paradigm) 
replacement Hardware (at the Client’s location of choice) to expedite service and minimize 
downtime in the event of a Hardware failure. Paradigm will provide replacement Hardware for 
local inventory upon receipt of the failed Hardware. The Client will be responsible for any 
associated freight charges with returning Hardware for repair, replacement, and/or evaluation. 
Paradigm will provide alternative Hardware, as needed, which provides the same functionality 
and specifications of the failed Hardware in certain circumstances based on the availability of 
Hardware, at the time requested. Paradigm will acquire and own the Client inventory listed in 
Exhibit C of Addendum A. 
 
4. 
GOLD SUPPORT SERVICES.  During the term of this Agreement, Paradigm will provide to 
Client its Gold Support Services described in this paragraph (the “Gold Support Services”).  
Subject to the license granted to Client in the Software, Paradigm will provide technical services 
to design, code, check out and deliver amendments or alterations to the Software necessary to 
correct or solve any programming error attributable to Paradigm which caused the Software not to 
perform substantially as described in the current, standard editions of manuals delivered to Client 
by Paradigm describing the use of the Software (the "Documentation").  Such Gold Support 
Services will be promptly provided after Client has identified and notified Paradigm of any such 
error in accordance with Paradigm's reasonable reporting procedures as in effect from time to time 
and in accordance with the Service Levels identified in Addendum B.    The re-installation of the 
Software on the Client’s workstations, servers or other hardware will be billed at Paradigm’s 
hourly rates as listed in Exhibit E.  Paradigm and Client will install updates of the Software two 
times per year in a test environment (“Test Environment”) and a production environment 
(“Production Environment”) during the time periods of March – May and October – December or 
as otherwise agreed upon by Paradigm and the Client. The Test Environment will include up to 
one database server, one application server and two workstations will be performed during 
Paradigm’s normal business hours. The Production Environment will include up to one database 
server, one application server and four (4) scale workstations will be performed after Paradigm’s 
normal business hours. It will be the sole responsibility of the Client to test the update and provide 
sign-off prior to installation in the Production Environment. Paradigm will also provide reasonable 
telephone consultation in the use and operation of the Software during the hours of 5:00 a.m. 
through 9:00 p.m. Eastern Time Monday, Tuesday, Wednesday, Thursday, Friday, and Saturday, 
except Paradigm holidays.  Such consultation will be available only to one contact or alternate, 
designated by Client in advance in writing from time to time.  In addition, if Paradigm elects to 
include them under its Gold Support Services program and does not market them separately to 
Gold Support Services clients generally, Paradigm will deliver updates of the Software to Client 
from time to time, without any charge other than as specified on Exhibit A to Addendum A and 
Exhibit B to Addendum A attached hereto. Clients may receive up to two (2) hours of solution 
tuning semi-annually. Solution tuning is defined as time spent with Paradigm staff to discuss the 
client’s configuration and recommend modifications to better the client’s operation.

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5. 
TERM AND RENEWAL.  Provided payment has been made as required hereunder, Paradigm 
shall provide Client with Gold Support Services and grant a license for use for a period of five (5) 
years.   Thereafter, the term for Gold Support Services of this license may be extended upon the 
same terms and conditions herein, by a signed, written agreement of both parties, for one (1) 
additional five (5) year term. Such extension is not automatic and may only occur if the Client 
gives written notice of its election to renew the license at least ninety (90) days prior to the 
expiration of the initial term.  The term may be earlier terminated as provided for in the Agreement.  
If such termination occurs, the license granted to Client in Addendum A, Section 5 shall 
immediately cease, and Client shall not use, run, implement, install, store, maintain, keep, 
monetize, or otherwise benefit from in any way nor have any right to the Software or 
Documentation. 
 
6. 
OTHER SERVICES.  Other services may only be provided after the City and Paradigm have 
entered into a written, signed amendment to this Agreement. 
 
7. 
PROPRIETARY RIGHTS.  Any programs, works, manuals, changes, additions, alterations, 
amendments or enhancements in the form of new or partial programs, Software, Source Code or 
Documentation (“IP”) as may be provided by Paradigm under this Agreement, and all copies 
thereof, shall be and remain the sole and exclusive property of Paradigm and shall be available for 
use by Client under and subject to the license granted in this Agreement and Addendum A hereto.  
As between the parties, Paradigm retains all right, title, and interest in and to the IP, including, but 
not limited to, copyrights, trademarks, service marks, patents and other proprietary rights, and no 
such rights are conveyed to Client by virtue of any portion of this Agreement.   
 
8. 
TERMINATION.  Paradigm may terminate this Agreement upon the failure of Client to perform 
or observe any covenant or obligation set forth herein, including, but not limited to, Client’s failure 
to pay fees and charges, provided Paradigm has given Client thirty (30) days prior written notice 
of the failure, and Client has failed to cure such failure within such time.  Upon termination, the 
Client shall cease using the Software and shall return to Paradigm, or, at Paradigm's option, 
destroy, the original and all copies of the Software, the Documentation and any other materials 
provided by Paradigm.  Upon termination, the obligations of Client set forth in the paragraphs 
entitled "Scope," "Title and Ownership" and "Confidentiality" shall survive termination.  
Paradigm's rights of repossession may be enforced by Software disablement.  Client may terminate 
its obligations under this agreement at any time, with or without cause, upon providing thirty (30) 
days’ written notice to Paradigm. 
 
Upon termination or expiration of contract, Paradigm will cooperate with the Client to assist the 
Client in effecting a complete disentanglement. Paradigm will provide data back to the Client in a 
standard Microsoft sql backup file at no cost. Paradigm will provide for the prompt and orderly 
conclusion of all work. All such activities and services relating to disentanglement (collectively 
“Disentanglement Services”) will otherwise be deemed a part of the Services to be performed by 
Paradigm. Disentanglement Services will include assisting with developing an orderly transition 
plan and giving the Client the right to continue to use any hardware or software, to the extent 
reasonable. To the extent the Disentanglement Services are a continuation of those Services 
provided before the termination or expiration of this Agreement, the charges for such Services and 
the charges for any additional services (“Services”) will be calculated in accordance with the 
applicable work assignment(s). Cost for Disentanglement Services will be based on the fee 
schedule in Exhibit E. Upon written authorization by the Client, Paradigm will destroy all Client

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data, including Client data stored on system backups, temporary files, or other storage 
media.  Once the destruction of data is complete, Paradigm will send notification to the Client the 
data has been destroyed and cannot be reproduced. 
 
9. 
CONFIDENTIAL INFORMATION.  “Confidential Information” shall mean this Agreement, all 
strategic and development plans, financial condition, business plans, data, business records, client 
lists, project records, employee lists and business manuals, policies and procedures, information 
relating to processes, technologies or theory and all other information which may be disclosed by 
either Party or to which they may be provided access in accordance with this Agreement.  Except 
as otherwise provided herein, each Party agrees to treat confidentially and to not disclose to any 
person any Confidential Information about which it becomes aware.  Each Party shall use all 
Confidential Information received by it solely in connection with this Agreement and for no other 
purpose whatsoever.  Each Party shall strictly limit access to any Confidential Information to its 
employees, independent contractors, and agents who are under a contractual obligation to maintain 
the confidentiality of such information, and who have a need-to-know.  Each shall safeguard all 
Confidential Information received by it using the same degree of care with which it protects the 
confidentiality of its own Confidential Information, but in no event less than a reasonable degree 
of care. 
 
10. 
NO WARRANTIES.  CLIENT ACKNOWLEDGES THAT NO EXPRESS WARRANTIES 
HAVE BEEN MADE BY PARADIGM WITH RESPECT TO GOLD SUPPORT SERVICES OR 
SOFTWARE DELIVERED HEREUNDER, EXCEPT AS THOSE PROVIDED 
IN 
ADDENDUM A BELOW.  PARADIGM DISCLAIMS ALL IMPLIED WARRANTIES, 
INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A 
PARTICULAR PURPOSE.  THE WARRANTY, IF ANY, AVAILABLE FOR THE 
SOFTWARE IS AS SET FORTH IN ADDENDUM A BELOW, THE SYSTEM 
IMPLEMENTATION AGREEMENT. 
 
11. 
LIMITATION OF LIABILITY.  PARADIGM SHALL MAINTAIN GENERAL LIABILITY 
INSURANCE.  PARADIGM SHALL OTHERWISE NOT BE LIABLE TO CLIENT FOR ANY 
CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES 
(INCLUDING WITHOUT LIMITATION LOSS OF PROFIT, REVENUE, BUSINESS 
OPPORTUNITY 
OR 
BUSINESS 
ADVANTAGE), 
WHETHER 
ARISING 
UNDER 
CONTRACT, 
WARRANTY, 
NEGLIGENCE, 
STRICT 
LIABILITY, 
BREACH 
OF 
STATUTORY DUTY, CONTRIBUTION, INDEMNITY OR ANY OTHER LEGAL THEORY 
OR CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, 
PARADIGM'S MONETARY LIABILITY FOR (A) ANY CAUSE UNDER OR RELATING TO 
SUPPORT SERVICES SHALL IN NO EVENT EXCEED THE TOTAL OF ALL AMOUNTS 
PAID TO PARADIGM BY CLIENT FOR GOLD SUPPORT SERVICES DURING THE ONE 
(1) YEAR PERIOD PRIOR TO THE DATE ON WHICH ANY CLAIM IS MADE AND (B) 
ANY CAUSE UNDER OR RELATING TO LICENSING AND SYSTEM IMPLEMENTATION 
SHALL IN NO EVENT EXCEED THE TOTAL OF ALL AMOUNTS PAID TO PARADIGM 
BY CLIENT FOR SOFTWARE LICENSE FEES. 
 
12. 
ASSIGNMENT.  This Agreement shall be binding upon and shall inure to the benefit of the parties 
hereto and their respective successors and permitted assigns.  Client may not assign, sell or

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otherwise transfer this Agreement nor any of the rights hereunder without the prior, express written 
consent of Paradigm. 
 
 
13. 
MISCELLANEOUS.   
 
13.1 
Complete Understanding.  This Agreement, including all of its Terms and Conditions and 
Addenda are the entire agreement and understanding between the parties with respect to the subject 
matter hereof.  This Agreement supersedes all prior and contemporaneous agreements, 
negotiations, representations, and proposals, written and oral, relating to the subject matter hereof.  
Client expressly acknowledges, agrees, and represents to Paradigm that there are no 
understandings or agreements with respect to the subject matter hereof other than as expressly set 
forth in this Agreement. Client agrees that no contrary terms and conditions of any subsequent 
Client purchase order, no course of dealing, trade custom or usage of trade, and no warranty made 
during the course of performance, will apply, unless expressly agreed to by Paradigm in writing.  
This Agreement cannot be modified except by writing signed by the duly authorized 
representatives of both parties. 
 
13.2 
Notice.  Any notice or communication provided or permitted hereunder shall expressly 
describe its purpose and scope and shall be in writing and shall be deemed duly given or made if 
delivered in person or sent by U.S. certified mail, return receipt requested, postage prepaid, 
addressed to the party for which it is intended at the address set forth in this Agreement or at any 
other address specified by a party in writing.   
 
13.3 
Invalidity.  In the event any provision hereof shall be deemed invalid or unenforceable by 
any court or governmental agency, such provision shall be deemed severed from this Agreement 
and replaced by a valid provision which approximates as closely as possible the intent of the 
parties.  All remaining provisions shall be afforded full force and effect.   
 
13.4 
Effective Date.  This Agreement shall become effective upon execution by the City of 
Glendale, after its approval by the Glendale City Council and by execution of Paradigm Software, 
L.L.C.®. This Agreement shall be deemed to have been formed in the State of Arizona, U.S.A. and 
shall be governed by, subject to, and interpreted in accordance with, the laws of the State of 
Arizona. The parties consent to venue in Maricopa County, Arizona. 
 
13.5 
Non-Solicitation.  During the term of this Agreement and for twelve (12) months after its 
termination, neither Paradigm nor Client may employ or solicit to employ persons employed by 
the other.   
  
13.6 
Force Majeure.  Except as expressly provided to the contrary in this Agreement, the dates 
and times by which Client or Paradigm are required to render delivery or performance (but not to 
make payment) under this Agreement shall be automatically postponed to the extent, and for the 
period of time, that Client or Paradigm, as the case may be, is prevented from meeting such dates 
and times by reason of causes beyond its reasonable control.   
 
13.7 
Inconsistency.  Unless specified to the contrary in any addendum, exhibit, schedule, 
supplement or other attachment, in the event of any conflict or inconsistency between such items 
and the provisions of this Agreement, the provisions of this Agreement shall prevail and govern 
the interpretation thereof.  No inference shall be drawn against, and no construction shall be

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adverse to, the party responsible for drafting or preparing this Agreement or any of its parts, or any 
addendum hereto, by virtue of such drafting or preparation.   
 
13.8 
Independent Contractors.  Nothing in this Agreement shall make Paradigm and Client 
partners, joint venturers or otherwise associated in or with the business of the other.  Neither party 
shall be liable for any debts, accounts, obligations or other liabilities of the other or their agents or 
employees.  Neither is authorized to incur debts or obligations on the part of the other except as 
specifically authorized in writing.  
 
13.9 
Counterparts.  This Agreement may be executed in more than one counterparts, each of 
which shall be deemed an original and all of which shall constitute one in the same instrument.  
Copies of this Agreement shall have the same force and effect as an original, and each of the Parties 
hereto expressly waives any right to assert that such copies fail to comply with the "Best Evidence" 
rule or any equivalent rule of law or evidence of any jurisdiction.

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ADDENDUM A 
System Implementation 
 
 
 
Paradigm Software, L.L.C. ® ("Paradigm"), by its acceptance of the Gold Support Services and 
Licensing Agreement (the "Agreement"), agrees to grant to the Client a license to use the Software (the 
“Software”) as set forth herein below.  Client agrees to accept the license for the Software, and accept 
services relating to installation, training, conversions, interfaces and other matters, all in accordance with 
the Exhibits to this Addendum and the Terms and Conditions to which it is attached.  
 
1. CLIENT RESPONSIBILITIES.  Client shall be responsible for timely site preparation including, 
but not limited to, adequate electrical power for computer operation, high-speed internet 
connection and installation of all cabling.  Client shall make available qualified personnel to be 
trained by Paradigm in the use, operation, and management of the Hardware and Software, and 
shall provide and adequately manage the resources necessary to implement and operate the 
Hardware and Software, including without limitation completion of Paradigm start-up 
questionnaires, timely selection among options and parameters, and construction of data 
dictionaries.  Client shall comply with laws, use proper audit controls and operating methods, 
adequately back-up data and programs, and establish and maintain security and accuracy of data. 
 
2. DELIVERY.  Subject to the manufacturer’s schedule or other agreement of the parties, shipment 
of Hardware shall be made in accordance with this Agreement. Exhibit B hereto shall specify who 
will install and set up the Hardware.  Paradigm will install the Software on the Hardware prior to 
delivering the Hardware.  The terms and conditions of sale and the warranties, if any, applicable 
to the Hardware or any other products not manufactured by Paradigm (including software) are as 
provided by the applicable third-party manufacturers.  Good and merchantable title and risk of loss 
in and to the Hardware shall pass to Client upon delivery of each respective Hardware item to the 
carrier at the manufacturer's or Paradigm's loading dock as appropriate.  Client shall pay or 
reimburse Paradigm for all costs of Hardware, shipping, rigging, transportation, and insurance 
which shall be invoiced to Client in accordance with the above provisions.  
 
3. SECURITY.  Paradigm reserves a security interest, for the amount of all outstanding payments 
due to Paradigm hereunder, in each item of Hardware, and shall have all of the rights of a secured 
creditor under the Uniform Commercial Code with respect thereto.  Such a security interest shall 
be retained and may be enforced by Software disablement until Client’s payment obligations for 
all Hardware and Software are fully discharged.  Client hereby appoints Paradigm as its attorney-
in-fact for the purpose of executing and filing financing statements to perfect its security interest, 
and Paradigm shall, at the request of Client, execute a termination statement evidencing the 
discharge of such obligations in the event a financing statement is filed. 
 
4. GRANT OF LICENSE.  Upon acceptance of the Agreement and the acceptance of this Addendum 
A, Paradigm hereby grants to Client, and Client hereby accepts, a nonexclusive, nontransferable 
license to use, as herein provided, a single, executable copy an object code version of the Software 
and a single printed copy of Paradigm's current, standard user manuals and training materials 
("Documentation").  Paradigm reserves all rights, privileges and interests not expressly granted to 
Client, who shall acquire no right, title, interest, or privilege with respect to the Software or the 
Documentation by implication.

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5. SCOPE.  A single, executable copy of the object code version of the Software may be used by 
Client for testing purposes and for processing of data, but such data shall be strictly limited to data 
of Client created or used in the connection with Client.  Neither the Software nor the 
Documentation may be used in any manner directly or indirectly related to or in connection with 
the operation or management of any other business including without limitation any timeshare, 
facilities management, data processing service or billing service.  Client shall not modify or 
sublicense the Software or the Documentation. The Software may not be used with more than the 
number of terminals agreed to in this Agreement. Paradigm shall provide Client with a single, 
back-up copy of the Software which Client shall keep in a secure location reasonably approved by 
Paradigm in advance.  Client shall place on all copies of the Software any notice, including, 
copyright notice, requested by Paradigm. 
 
6. TITLE AND OWNERSHIP.  Paradigm is and shall be the exclusive owner or sublicensor, as 
appropriate, of the Software, the Documentation and all associated materials provided to Client, 
all modifications, additions, derivatives and enhancements thereof, all copies thereof, and all 
rights, therein.  All additions, modifications, derivatives, and enhancements to the Software shall 
be considered a part of the Software, and all additions, modifications, derivatives and 
enhancements to the Documentation shall be considered a part of the Documentation.  Physical 
copies of Software and Documentation are provided by Paradigm on loan during the term of the 
license granted pursuant to this Agreement. Client shall keep the Software, the Documentation, 
and all copies thereof free and clear of all claims, liens and encumbrances, and any act of Client 
purporting to create such a claim, lien or encumbrance shall be void and shall be a breach of this 
Agreement.  Client hereby assigns to Paradigm all of its right, title and interest in and to any 
changes, additions, derivatives and enhancements made to the Software, the Documentation or 
other materials provided by Paradigm, and shall execute all documents and instruments reasonably 
requested by Paradigm to effectuate such assignment.  Client agrees that the Software, 
Documentation and related materials, techniques and procedures furnished by Paradigm to Client 
hereunder embody exceptionally valuable trade secrets, and they are, and shall remain, the sole 
property of Paradigm or its supplier(s), as appropriate.  Client shall not create or attempt to create, 
by decompilation, disassembly, reverse engineering or otherwise, the source programs for the 
Software, from the object programs or other information made available by Paradigm.  Unless 
Paradigm agrees otherwise, Client shall not disclose, divulge, or communicate to any person 
(including contractors and consultants), except to Client's employees (but then only to the extent 
necessary for operation of the Software) the Software or Documentation.  
 
7. INDEMNITY.  Paradigm will, at its sole cost, defend against any claim that the Software infringes 
on a U.S. copyright, a U.S. patent issued as of the effective date of this Agreement, or a trade 
secret, provided that (i) Client immediately notifies Paradigm in writing of such claim or action; 
and (ii) Paradigm will have sole control of the defense and settlement of such claim or action.  In 
defending against such claim or action, Paradigm may (i) consent, (ii) settle; (iii) procure for Client 
the right to continue using the Software; or (iv) modify or replace the Software so that it no longer 
infringes as long as the modification or replacement does not materially change the operational 
characteristics of the Software and the same functions and performance provided by the Software 
remain following such modification or replacement.  If Paradigm concludes, in its sole judgment, 
that none of the foregoing options is reasonable, then (i) Paradigm will refund or credit to Client 
the license fee paid by Client under this Agreement, less a pro rata credit for each full or partial 
month of the first sixty (60) months following the effective date of this Agreement; (ii) Client will 
return the original and all whole or partial copies of the Software to Paradigm; and (iii) the license

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granted hereunder will terminate.  Paradigm has no liability with respect to infringement arising 
out of the modifications of the Software or use of the Software in combination with other software 
or equipment not specified in the documentation accompanying the software or on a schedule 
hereto.  This paragraph states the entire obligation of Paradigm regarding infringement of 
intellectual property rights and will survive the termination of this Agreement.  Client shall 
indemnify, defend, and hold harmless Paradigm from and against any and all claims, suits or causes 
brought by persons not a party hereto arising out of or in any way connected with the use of or 
inability to use the Hardware or the Software.  As of the date hereof, Paradigm represents and 
warrants that there are no legal or other proceedings pending or outstanding, or to the best 
knowledge of Paradigm, threatened against or involving Paradigm or the Software. 
 
8. LIMITED WARRANTY.  Paradigm does not warrant that the Software or the Documentation is 
free of errors or defects or that it meets Client’s requirements.  Paradigm warrants only that the 
Software will perform all functions substantially as described in the current edition of the 
Documentation for a warranty period of sixty (60) days from the date of Software delivery to 
Client’s site, when operated as recommended. Paradigm will design and deliver promptly 
amendments or alterations to Software reasonably necessary to remedy or avoid any programming 
error present at the time of Software delivery, at no cost to the Client.  Client shall allow Software 
access to Paradigm through dedicated remote communications for this purpose.  The foregoing is 
Client’s sole and exclusive remedy, and Paradigm's sole and exclusive obligation, for breach of 
this limited warranty.  This limited warranty is contingent upon Client’s written notice in 
compliance with Paradigm’s written reporting procedures, received not later than five (5) days 
after the end of the sixty (60) day warranty period, setting forth with particularity the nature and 
circumstances of any alleged breach of warranty.  Paradigm makes no warranty as to the Hardware 
or any products (including software) not manufactured by Paradigm. 
 
CLIENT ACKNOWLEDGES THAT NO EXPRESS WARRANTIES HAVE BEEN MADE BY 
PARADIGM EXCEPT FOR THE LIMITED WARRANTY MADE IN THE PRECEEDING 
PARAGRAPH.  THIS LIMITED WARRANTY AND THE ASSOCIATED LIMITED REMEDY 
ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES AND REMEDIES. PARADIGM 
DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF 
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINTEGRATION, 
MERCHANTABILITY OF A COMPUTER PROGRAM, INFORMATIONAL CONTENT AND 
CLIENT’S PURPOSE AND SYSTEM INTEGRATION.  PARADIGM MAKES NO 
WARRANTY THAT THE SOFTWARE WILL BE ERROR-FREE.

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EXHIBIT A 
License Schedule (Current) 
(Licenses owned by the Client) 
 
Qty 
UM 
Description 
4 
LN 
WeighStation® Program License 
5 
EA 
CW6 Program License (concurrent user) 
1 
LN 
Unattended Module 
2 
LN 
RF Module 
4 
LN 
Light Module 
2 
LN 
WeighPay Module 
3 
LN 
Signature Capture Module 
1 
FF 
Alerts and Rules Module 
1 
FF 
Custom Free Units Module 
1 
FF 
Insufficient Funds/Split Payments Module 
 
*Exclusive of any applicable taxes.

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EXHIBIT B 
Purchase Price Schedule 
(Software, Services, and Hardware to be purchased in this Agreement) 
 
Qty 
UM 
Description 
Unit Price 
Extended 
Price 
1 
LN 
Unattended Module – Includes device server 
management software. Lane 4. 
$2,575.00 
$2,575.00 
1 
LN 
RF Module – Lane 4 – Client has an RF Reader and 
Junction Box in place 
$1,575.00 
$1,575.00 
1 
LN 
Gate Module – Lane 4 – Client has gate in place. 
$840.00 
$840.00 
1 
EA 
Jobs/Letter of Authorization/Disposal Authorization 
Module 
$7,875.00 
$7,875.00 
50 
EA 
RF (AT5412) Metal Mount (Non-Battery) – Replaces 
AT5112. Starting tag number is GLAZ000522. 
$45.90 
$2,295.00 
24 
HR 
Remote Install/Training - During normal Paradigm 
business hours - hours exceeding 8 per day or after 
business hours work will be invoiced at time and a half 
/ hour / specialist - Client will be invoiced for time 
used. 
$225.00 
$5,400.00 
Software, Hardware, and Implementation Total: 
$20,560.00* 
 
*Exclusive of any applicable taxes.

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EXHIBIT C 
Hardware Inventory Warranty Schedule 
 
Qty 
UM 
Hardware 
1 
EA 
RF Reader 
1 
EA 
2-port Extended Temperature Serial Server (Perle) 
1 
EA 
OPTO Brain, Board and Modules 
1 
EA 
Indoor Thermal Receipt Printer (Serial+USB+Ethernet) 
1 
EA 
Cash Drawer (USB) 
 
*Exclusive of any applicable taxes.

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EXHIBIT D 
Payment Schedule 
(Based on current licenses owned by the Client) 
Percentage Due: 
Amount Due: 
January 2025 – December 2025 
Gold Support Services 
$17,490.99 
Gateway/WeighPay Service Fee (up to 10,000 transactions per month) 
$18,000.00 
Gateway/WeighPay Service Fee – One-time credit for prior Agreement for 
the period of January 2025 – March 2025 which the Client has paid. 
($2,700.00) 
Hardware Inventory Warranty 
$5,000.00 
Professional Services – Paradigm to install updates in the Clients Test and 
Production environments semi-annually. 
$9,450.00 
$47,240.99* 
January 2026 – December 2026 
Gold Support Services 
$18,246.60 
Gateway/WeighPay Service Fee (up to 10,000 transactions per month) 
$18,777.60 
Hardware Inventory Warranty 
$5,500.00 
Professional Services – Paradigm to install updates in the Clients Test and 
Production environments semi-annually. 
$9,858.24 
$52,382.44* 
January 2027 – December 2027 
Gold Support Services 
$19,034.86 
Gateway/WeighPay Service Fee (up to 10,000 transactions per month) 
$19,588.79 
Hardware Inventory Warranty 
$6,050.00 
Professional Services – Paradigm to install updates in the Clients Test and 
Production environments semi-annually. 
$10,284.12 
$54,957.77* 
January 2028 – December 2028 
Gold Support Services 
$19,857.16 
Gateway/WeighPay Service Fee (up to 10,000 transactions per month) 
$20,435.03 
Hardware Inventory Warranty 
$6,655.00 
Professional Services – Paradigm to install updates in the Clients Test and 
Production environments semi-annually. 
$10,728.39 
$57,675.58* 
January 2029 – December 2029 
Gold Support Services 
$20,714.99 
Gateway/WeighPay Service Fee (up to 10,000 transactions per month) 
$21,317.82 
Hardware Inventory Warranty 
$7,320.50 
Professional Services – Paradigm to install updates in the Clients Test and 
Production environments semi-annually. 
$11,191.86 
$60,545.17* 
*Exclusive of any applicable taxes.

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EXHIBIT E 
Hourly Rate Schedule 
 
Qty 
UM 
Description 
Unit Price 
1 
HR 
Business Development, Implementation, and Support and 
Services – Regular Hours 
$250.00 
1 
HR 
Business Development, Implementation, and Support and 
Services – After Hours 
$375.00 
1 
HR 
Solutions Development – Regular Hours 
$275.00 
1 
HR 
Solutions Development – After Hours 
$412.50 
1 
HR 
Executive Management – Regular Hours 
$350.00 
1 
HR 
Executive Management – After Hours 
$525.00 
 
*Exclusive of any applicable taxes.

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EXHIBIT F 
Software Schedule 
 
Qty 
UM 
Description 
Unit Price 
1 
LN 
Alerts/Rules Module 
$2,625.00 
1 
FF 
AR and Aging Module 
$4,995.00 
1 
FF 
CompuRoute Module 
$50,000.00 
1 
FF 
Custom Free Units Module 
$5,150.00 
1 
EA 
CW6 Program License (concurrent user) 
$525.00 
1 
LN 
Driver’s License and Barcode Scanning Module 
$1,575.00 
1 
LN 
Gate Module 
$840.00 
1 
FF 
GIS Integration Module 
$7,495.00 
1 
LN 
HHW Module 
$2,250.00 
1 
FF 
Insufficient Funds/Split Payments Module 
$1,575.00 
1 
FF 
Inventory Module – Does not include report generation. 
$5,250.00 
1 
FF 
Jobs/Letter of Authorization/Disposal Authorization Module 
$7,875.00 
1 
MO 
License Plate Recognition Module – Service Fee 
$1,000.00 
1 
LN 
Light Module 
$840.00 
1 
FF 
Offenses Module 
$2,625.00 
1 
FF 
Paradigm Distributed Messaging Module (6-10 lanes) 
$5,250.00 
1 
FF 
Paradigm Distributed Messaging Module (11-15 lanes) 
$7,875.00 
1 
FF 
Paradigm Distributed Messaging Module (16-20 lanes) 
$10,500.00 
1 
FF 
Paradigm Distributed Messaging Module (>20 lanes) 
$14,950.00 
1 
FF 
Permit Module 
$9,500.00 
1 
LN 
Radiation Module 
$1,995.00 
1 
LN 
RF Module 
$1,575.00 
1 
LN 
Scale Monitoring Module 
$1,575.00 
1 
LN 
Signature Capture Module 
$1,050.00 
1 
LN 
Unattended Module – Includes device server management 
software. 
$2,575.00 
1 
LN 
Video/Picture Module 
$1,575.00 
1 
FF 
Web Reporting and Payment Module – (This is a PSLLC 
hosted solution.  Hosting fees will be invoiced monthly based 
on prior months usage.  Client must enter into an agreement 
with the Paradigm ACH and/or credit card provider.  This 
module requires the Accounts Receivable and Aging Module.) 
$19,995.00 
1 
MO 
Web Hosting Fee 
$750.00 and up 
1 
LN 
WeighPass Module 
$2,625.00 
1 
LN 
WeighPay Module – (All Attended Lanes – Client must enter 
into an agreement with one of our current integration providers, 
CloverConnect, BofA, Point & Pay or Elavon to be used as a 
gateway and/or processor and provide terminals.  All costs 
associated with CloverConnect, BofA, Point & Pay or Elavon 
are not included in PSLLC pricing unless specifically noted.) If 
the WeighPay Module is added, a subsequent WeighPay 
Service Fee will be applicable based on the number of 
transactions processed per month. 
$0.00

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1 
MO 
Gateway/WeighPay Service Fee (up to 1,000 transactions per 
month) 
$300.00 
1 
MO 
Gateway/WeighPay Service Fee (up to 5,000 transactions per 
month) 
$500.00 
1 
MO 
Gateway/WeighPay Service Fee (up to 10,000 transactions per 
month) 
$1,500.00 
1 
MO 
Gateway/WeighPay Service Fee (up to 15,000 transactions per 
month) 
$2,100.00 
1 
MO 
Gateway/WeighPay Service Fee (up to 20,000 transactions per 
month) 
$2,600.00 
1 
MO 
Gateway/WeighPay Service Fee (up to 25,000 transactions per 
month) 
$3,100.00 
1 
MO 
Gateway/WeighPay Service Fee (up to 30,000 transactions per 
month) 
$3,500.00 
1 
MO 
Gateway/WeighPay Service Fee (up to 35,000 transactions per 
month) 
$4,000.00 
1 
LN 
WeighStation® Program License 
$5,775.00 
 
*Exclusive of any applicable taxes. 
 
Legend 
LN – Lane 
MO – Month 
FF – Flat Fee 
EA – Each

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EXHIBIT G 
Hardware Schedule 
 
Prices provided on this schedule are for budgeting only and may not represent the actual cost when the 
client authorizes an item. 
 
Qty 
UM 
Description 
Unit Price 
1 
EA 
Kiosk - Stainless Steel - 30x24x12 – Requires Unattended 
Module - NOTE:  Client will be responsible for all wiring, 
electrical, trenching, conduit, bollards and mounting unless 
otherwise noted in this quote.  Paradigm will configure the 
hardware to work with the software.) 
$8,011.98 
1 
EA 
Touch Screen Monitor – Abraxsys (12 inch) – Requires 
WeighStation® License  
$2,403.00 
1 
EA 
Touch Screen Industrial PC - Abraxsys (15 inch) – Requires 
WeighStation® License 
$5,247.36 
1 
EA 
Video Extender HDMI 4K (up to 300 ft)  
$540.00 
1 
EA 
Barcode Scanner – Wired (under hood) – Requires Driver’s 
License and Barcode Scanning Module 
$839.84 
1 
EA 
Kiosk Thermal Receipt Printer  
$850.00 
1 
EA 
Case Kiosk Thermal Receipt Paper 
$172.27 
1 
EA 
Barcode Scanner - Wired (Gooseneck) – Requires Driver’s 
License and Barcode Scanning Module 
$770.57 
1 
EA 
Camera (Dome) P3267-LV – Requires Video/Picture Module 
$934.20 
1 
EA 
Gate – Requires Gate Module and OPTO  
$4,030.56 
1 
EA 
Traffic Light – Requires Light Module and OPTO  
$724.10 
1 
EA 
RF Reader – Requires RF Module 
$5,600.00 
1 
EA 
RF Junction Box 
$699.00 
1 
EA 
2-port Extended Temperature Serial Server (Perle) 
$876.15 
1 
EA 
RF Window Tag 
$19.70 
1 
EA 
Proximity Card Reader - HID – Requires RF Module 
$425.00 
1 
EA 
Radiation Detector – Requires Radiation Module 
Cost based 
on model 
1 
EA 
Signature Capture Device (Wireless) – Tablet – Requires 
Signature Capture Module 
$554.00 
1 
EA 
OPTO Board, Brain, (4) Modules, and Enclosure 
$2,305.23 
1 
EA 
4-port Extended Temperature Serial Server (Perle) 
$1,246.05 
1 
EA 
Unattended Credit Card Terminal – Requires WeighPay Module 
$3,024.00 
1 
EA 
Attended Credit Card Terminal – Requires WeighPay Module 
$1,000.00 
1 
EA 
Intercom Master (IP) – Client must provide POE switch. 
$1,799.00 
1 
EA 
Intercom Sub-Station with Horn (IP) – Client must provide POE 
switch. 
$1,311.15 
1 
EA 
Rugged Windows Tablet – Requires WeighStation® License 
$3,326.40 
1 
EA 
Indoor Thermal Receipt Printer (Serial+USB+Ethernet) 
$471.15 
1 
EA 
Case Indoor Thermal Receipt Paper (50 rolls)  
$131.24 
1 
EA 
Cash Drawer (USB) 
$468.45 
1 
EA 
Mesa Windows Tablet - Main unit with orange corner bumpers, 
Removable Lithium-Ion Battery, AC Wall Charger with 
$3,326.40

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International Plug kit; Adjustable Hand Strap; Capacitive Fine 
Tip Stylus w/Tether; Quick Start Guide; BT v4.0 +EDR, BLE 
Support / WiFi 802.11 a/b/g/n; 2MP Front/8MP Rear Cameras; 
Integrated GNSS receiver & antenna; Integrated 1D/2D barcode 
scanner. 
1 
EA 
Mesa 3 / Mesa 4 Removable Li-ion Battery 
$317.25 
1 
EA 
Mesa 7-inch Barcode Pistol Grip 
$268.65 
1 
EA 
Mesa Shoulder Strap 
$81.00 
1 
EA 
Mesa Four-Point Harness 
$106.25 
 
*Exclusive of any applicable taxes.

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ADDENDUM B 
Service Levels 
 
1. Definitions 
In this Addendum B, the words set out below will have the following meanings: 
• “Business Day” shall refer to 5:00 a.m.to 9:00 p.m. (Eastern Time) Monday, Tuesday, 
Wednesday, Thursday, Friday, and Saturday, except for statutory holidays. 
• “Custom Hardware” means all hardware assembled or manufactured to meet Client 
specifications and supplied to the Client by Paradigm pursuant to the Agreement to which this 
Addendum B is attached. 
• “Incident” means any Client query, defect, problem or error regarding the Software, Hardware, 
or Custom Hardware that the Client purchased or leased from Paradigm. 
• “Hardware” means all hardware supplied to the Client by Paradigm pursuant to the Agreement 
to which this Addendum B is attached. 
• “Software” means all software supplied to the Client by Paradigm pursuant to the Agreement to 
which this Addendum B is attached. 
• “Statutory Holidays” – the following days are the statutory holidays that Paradigm's Offices are 
closed. If any changes, Paradigm will provide a holiday schedule for the upcoming calendar 
year by November 30th of the preceding year each year during the Term: 
 New Year’s Day – January 1st if it falls on a weekday, else the Monday 
following. 
 Good Friday – Friday before Easter Sunday. 
 Memorial Day – The last Monday in May. 
 Independence Day – July 4th if it falls on a weekday, else the Monday 
following. 
 Labor Day – The first Monday in September. 
 Thanksgiving – The fourth Thursday in November. 
 Christmas Day – December 25th if it falls on a weekday, else the Monday 
following Christmas Day. 
 
2. Statement of Intent 
The aim of the Service Level Requirements is to provide a basis for close co-operation between 
Paradigm and the Client for support services to be provided by Paradigm to the Client, thereby ensuring 
a timely and efficient resolution to any Incidents encountered by the Client in the use of Software. 
 
3. Objectives of Service Level Requirements 
 
The Client and Paradigm acknowledge and agree that the purpose of this Addendum B is: 
• 
To create an environment of co-operative relationship between Paradigm and the Client to ensure 
effective support for the Client’s end users. 
• 
To document the responsibilities of the Client and Paradigm with respect to the Service Level 
Requirements. 
• 
To ensure that the Client achieves the provision of high quality of service for its end users with 
the full support of Paradigm. 
• 
To define the services to be provided by Paradigm and the level of service, which can be expected 
by the Client. 
• 
To detail the information Paradigm requires from the Client in order for Paradigm to begin its 
investigations of an Incident. 
• 
To provide a common understanding of service requirements/capabilities.

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4. Service Types 
The success of the Service Level Requirements depends fundamentally on the ability of the Client 
and Paradigm to communicate credible and reliable information. 
 
First, the Client and Paradigm acknowledge and agree that it is important that there be a clear chain of 
communication between Paradigm and the Client. 
 
Second, the Client and Paradigm acknowledge and agree that it is important that there be a clear 
matrix of responsibility between the Parties. The various service types are listed and described in this 
Section 4. The service types “Type 5” and “Type 6” are exclusive to Paradigm; in some instances, 
Clients/Partners may support Types 1-4 in part or in whole. 
 
During the provision of Gold Support Services, Paradigm is required to comply with the Client’s 
protocols for remote access and software change control. 
 
4.1 
Type 1 – Help Desk and Basic Configuration Support 
• 
Respond to phone / mail / electronic communications 
• 
Provide end users with how-to guidance 
• 
Provide Administrative users with help on basic configuration 
• 
Account setup configuration for Haulers and Jobs 
• 
Inform Client of closure of Type 1 ticket 
• 
Escalation / dispatch to Type 2 or Type 3 
 
4.2 
Type 2 – Hardware Support 
• 
Initial Hardware configuration 
• 
Initial Server Environment set-up 
• 
Diagnostic assistance 
• 
Troubleshooting devices and network 
• 
Repair and supply of custom hardware (provided by Paradigm per manufacturer’s 
warranty) 
• 
Inform Client of closure of Type 2 ticket 
• 
Escalation / dispatch to Type 2 or Type 3 
 
4.3 
Type 3 – Advanced Support 
• 
Advanced configuration settings 
• 
Diagnostics of Incidents 
• 
Problem replication 
• 
Third-Party software integrations (provided by Paradigm) 
• 
Inform Client of closure of Type 3 ticket 
• 
Escalation / dispatch to Type 5 
 
4.4 
Type 4 – Updates and Installations 
• 
Provide Updates to Client for installation in Test Environment 
• 
Provide Updates to Client for installation in Production Environment

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4.5 
Type 5 – Product Development 
• 
New features within Version or fixes requiring code changes 
• 
Interfaces to other systems 
• 
Customizations 
 
4.6 
Type 6 – Review and Refresh (Billable) 
• 
Multi-day session on topics to be agreed with Client; may be on-site or remote 
• 
Review application configuration and hardware deployment 
• 
Demonstration of new features or options 
• 
Deliver training sessions as requested by Client 
• 
Advise on Best Practices 
 
5. Service Level Requirements 
 
5.1 
Incident Severity Ranking 
Severities for all Incidents in which the Software is not operating as described in the Agreement, will 
be jointly classified by the Client and Paradigm under one of the following three classifications and 
according to their “severity ranking” impact on core areas of the Software function listed in the table 
below: 
(1) 
Displaying information to Operators 
(2) 
Capturing information from site peripherals 
(3) 
Acquiring / Storing information from the Software 
Severity 
Ranking 
Identification 
Description 
1 
Emergency Complete stop or major breach of the Software or Hardware 
ceases Client operations for one or more users at a critical 
period. (Example: unable to process transactions, major failure, 
server shutdown, unable to start the application on multiple 
computers, a hardware failure that affects all operations, etc.).  
 
2 
High 
Major problem that disrupts operations during working hours. 
A work around may be available to assist the Client until the 
problem is resolved. Note: Issuing transaction tickets manually is 
not an acceptable work around; such a situation would be considered 
an incident with a severity ranking of “Emergency”. (Example: 
Application problem affecting multiple staff or core work processes, 
such as transaction processing, collecting charges for account 
customers or rate calculations).  
 
3 
Medium 
Problem that impacts operations and requires resolution and 
has an acceptable workaround for the short term. (Example: A 
limited problem affecting only a few staff or minor work process 
but where a work around exists, such as rate settings for statutory 
holidays or administrative reporting). 
 
4 
Low 
Minor problem or request for information from users. 
(Example: Configuration settings, requests for information purposes 
only, etc.).

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5 
Wish List 
Suggestions for improvement, ideas or input from Clients that would 
be considered for future updates or upgrades to the application. 
 
 
5.2 
Response and Resolution Times 
Severity 
Ranking 
Response time 
Corrective Plan 
Required Outcome 
1 
Emergency 
Respond immediately 
to the Client or 
contact in the 
immediate hour of 
receiving the incident 
notification 
 
Diagnose problem and 
establish plan to correct 
failure within two (2) 
hours 
Return to operation within 
four hours 
2 
High 
Respond immediately 
to the Client or 
contact within one 
hour of receiving the 
incident notification 
 
Diagnose problem and 
establish plan to correct 
failure within two (2) 
hours 
Return to operation within 
one (1) business day, or as 
agreed to by the Contractor 
and Client representative 
3 
Medium 
Respond immediately 
to the Client or 
contact within two 
business hours of 
receiving the incident 
notification 
 
Establish plan to correct 
failure within twenty-
four (24) hours 
Return to normal operation 
within two (2) business days 
including weekends or as 
agreed to by the Contractor 
and Client representative 
4 
Low 
Respond immediately 
to the Client or 
contact within one 
business day of 
receiving the incident 
notification 
 
Establish plan to correct 
failure within forty-eight 
(48) hours 
Return to normal operation 
within five (5) business days 
or as agreed to by the 
Contractor and Client 
representative 
 
5.3 
Response Times Not Met – Required Actions 
To the extent of the above-mentioned table, if an Incident is not fixed within the time periods specified 
in the “Required Outcomes” column of the table in Section 5.2 of this Addendum B and/or would have 
a noticeable and negative effect on the Client’s operations, the Client can escalate and address the 
problematic situation with the management team of Paradigm to agree on a plan of corrective actions. 
As part of Paradigm’s Service Level Monitoring, all incidents with a Severity Ranking of 1, 2, or 3 
will automatically be escalated by Paradigm to the designated Paradigm and Client management 
contacts. 
 
Response Time Exceeded 
Client will contact Support and Services Manager to 
expedite response

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Corrective Plan Time Exceeded Client will request Support and Services Manager to support 
problem diagnosis 
 
 
 
6. Paradigm Support and Services Hours of Service 
Emergency Severity Incidents – Paradigm offers telephone coverage 24x7x365 for incidents with critical 
impact on operations, i.e. those with “Emergency” severity ranking as defined by the table in Section 
5.1 of Addendum B, with response time for Emergency Incidents within one hour. 
 
Other Incidents are worked per the following rules: 
• 
Regular Business Days – During Office Hours – Monday to Friday 5:00 a.m. to 9:00 p.m. 
(Eastern Time) 
o Email / Web Ticket – Monitored and responded to within two (2) business days 
o Telephone – Normally answered when called.  Voice messages are monitored and 
responded to within one (1) hour throughout the day 
• 
Regular Business Days – Outside Office Hours – Monday to Friday 9:00 p.m. to 5:00 a.m. 
(Eastern Time) 
o Email / Web Ticket – Monitored and responded to within two (2) business days 
o Telephone – Normally answered when called.  Voice messages are monitored and 
responded to within one (1) hour the next business day 
• 
Weekends – Saturday to Monday 9:00 p.m. to 5:00 a.m. (Eastern Time) 
o Email / Web Ticket – Monitored and responded to within two (2) business days 
o Telephone – Normally answered when called.  Voice messages are monitored and 
responded to within one (1) hour the next business day 
• 
Statutory Holidays – From 9:00 p.m. on the eve of the Statutory Holiday until 5:00 a.m. the 
morning following the Statutory Holiday (Eastern Time) 
o Email / Web Ticket – Monitored and responded to within two (2) business days 
o Telephone – Normally answered when called.  Voice messages are monitored and 
responded to within one (1) hour the next business day 
 
7. Paradigm Primary Reporting Responsibilities 
Paradigm proposes to review, on an annual basis, the performance of the Support and Services Division in 
the delivery of services and to implement the necessary measures in the event where improvements are 
needed. 
 
Included in the review process shall be mutually agreed upon key performance indicators (KPIs).  At a 
minimum, these KPIs will include: 
• 
A list of all incidents logged with Paradigm in the reporting period including time, date, and 
details. 
• 
An indicator if the Service Level was met for each Incident. 
 
8. Client Primary Reporting Responsibilities 
Client will provide a prime and secondary Contact(s) through which all reported problems encountered by 
the Client would be funneled for subsequent notification to Paradigm. These individuals must have a 
working knowledge of the software and equipment and will be responsible for managing user access, and 
for recording and reporting of problems.

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The Client is responsible for providing services for the recording, referral and resolution of all faults 
encountered by end users throughout the Client’s operation. The Client will refer all problems to Paradigm 
in a timely manner using the outline below to describe the problems: 
• 
Date / Time Reported: 
• 
Reported by: 
• 
Software affected: 
• 
Equipment affected: 
• 
Problem Description - examples / pictures / screen shots, as available 
• 
Serial Number of Equipment on which Problem was detected: 
• 
Statement of Impact on Client Operations: 
• 
Other pertinent information (as appropriate): 
• 
The Client will supply Paradigm with reasonable remote electronic access to the Equipment, 
Software, or any computer hardware where the software and data files may reside in order that 
Paradigm can investigate reported problems.  
• 
To maintain ongoing Gold Support Services, the Client is responsible to ensure all Support 
payments to Paradigm are current. 
 
9. Complaints 
All complaints relating to the operation of the support service by either party will be forwarded in writing 
and distributed concurrently to the signatories of this document.  The intent is to ensure thorough, timely 
and open resolution of all such problems.  Such complaints may relate to the following aspects: 
• 
Expected level of support 
• 
Actual support offered and delivered 
• 
Personnel responsible for providing or administering support 
• 
Any other issue relating to this document or the relationship between the Client and Paradigm. 
 
10. Other Service Level Requirements Exclusions 
Services provided do not include support for system environment changes necessitated by the Client or 
outside of the control of Paradigm.  Examples of exclusions include, but are not limited to: 
• 
Client infrastructure equipment upgrades or re-installations (e.g. Servers, DBMS Upgrades, 
Network Changes, File migrations, Middleware Upgrades, etc.) 
• 
Third-Party Vendor software changes (e.g. New Versions, Interfaces, File Imports / Exports, Anti-
Virus, etc.)

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 ADDENDUM C 
Credit Card Gateway Processing 
 
 
Paradigm Software, L.L.C. ® ("Paradigm"), by its acceptance of the Gold Support Services and 
Licensing Agreement (the "Agreement"), agrees to provide Credit Card Services as defined in and in 
accordance terms and conditions set forth in Schedule A and Schedule B hereto (“Credit Card Services”).  
The Terms and Conditions of this Addendum shall relate only to CloverConnect Services. 
 
THIS ADDENDUM, INCLUDING ALL OF ITS TERMS AND CONDITIONS, IS THE ENTIRE 
AGREEMENT BETWEEN THE PARTIES RELATING TO CREDIT CARD SERVICES AND 
CANNOT BE MODIFIED EXCEPT BY WRITING SIGNED BY THE DULY AUTHORIZED 
REPRESENTATIVES OF BOTH PARTIES.  EXCEPT FOR THE TERMS OF THIS ADDENDUM, 
THE ORIGINAL AGREEMENT SHALL OTHERWISE REMAIN IN FULL FORCE AND EFFECT.  
CLIENT UNDERSTANDS THAT THE FEES CHARGED BY PARADIGM IN THIS ADDENDUM 
REFLECT THE ALLOCATION OF RISKS EXPRESSED BY THE LIMITED WARRANTY, THE 
EXCLUSIVE REMEDY FOR BREACH OF THAT LIMITED WARRANTY, AND THE 
LIMITATIONS OF LIABILITY AND DAMAGES WHICH ARE SET FORTH ON THE REVERSE 
SIDE OF THIS PAGE.  BY SIGNING WHERE INDICATED BELOW, CLIENT ACCEPTS THESE 
TERMS AND AFFIRMS THAT IT UNDERSTANDS THAT TO CHANGE THEM WOULD AFFECT 
THE ECONOMIC BARGAIN EXPRESSED IN THIS ADDENDUM.

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TERMS & CONDITIONS 
 
TO CREDIT CARD PROCESSING GATEWAY SERVICE 
 
 
 
These Terms and Conditions, as well as the terms set forth in the terms of the Agreement to which 
they are attached, constitute the Addendum (“Addendum”) between Paradigm Software, L.L.C.® 
(“Paradigm”) and the contractual party utilizing the Products and Services hereunder (“Client”).  The 
terms herein shall relate only to the use and provision of the Products and Services defined herein.  For 
adequate consideration, the receipt of which is hereby acknowledged, Paradigm and Client, intending to 
be legally bound, mutually agree to the following terms and conditions:  
 
 
Definitions.  Certain capitalized terms shall have the meanings set forth below: 
1.1. 
“Authorized Users” means persons or entities that are authorized by Client to access and 
use the Services. 
1.2. 
“Documentation” means the written materials provided to Client, including terms and 
conditions, training manuals, support policies, API and related documentation, integration tools and 
manuals and other related documentation to assist or describe the Services and/or the Products provided 
through Paradigm.  
1.3. 
“Engagement Hardware” means the applicable hardware provided through Paradigm to 
the Client and certified for use with the Services and used by Client to enable the use of certain of the 
Services. 
1.4. 
“Gateway Services” means the transaction processing services provided to Client through 
Paradigm’s Vendor, including the transmission, acceptance and authorization of credit, debit ACH and 
other transactions on behalf of Client to a payment processing network. 
1.5. 
“Credit Card Platform” means the cloud-based payment solution owned and maintained 
by Paradigm’s Vendor including the hardware and software utilized for processing credit, debit and other 
transactions as well as transmitting other data between a Client, a software solution utilized by a Client, 
as well as the consumers of the goods and/or services provided by the Client. 
1.6. 
“Product(s)” means all equipment, Engagement Hardware, firmware, Software, and other 
applications, including all updates, modifications, enhancements, replacements, provided to Client 
through Paradigm under this Addendum.  
1.7. 
“Services” means the services provided by Paradigm to allow Client to access the select 
Gateway Services provided by Vendor and its Credit Card Platform. 
1.8. 
“Software” means the software programs, including without limitation the software related 
to the Gateway Services and Credit Card Platform as well as related software & all pass-thru software 
licenses from third-party software providers whose software is part of the offering under this Addendum. 
1.9. 
“Vendor” shall mean the owner and operator of the Processing and/or Gateway Platform.  
For the purposes of this Addendum, Client has selected CloverConnect. 
 
 
Use of Services and Products. Subject to and conditioned on Client’s and its Authorized 
Users’ compliance with the terms and conditions of this Addendum, during the Term, Client and its 
Authorized Users may access and use the Services and the Products. Paradigm shall use commercially 
reasonable efforts to provide the Services to Client and its Authorized Users.  Paradigm may, in its 
discretion from time to time, without liability to Client, revise, modify, update, limit or replace any 
Products or Services in whole or in part, provided the Products and Services are not adversely affected in 
any material manner and Paradigm provides reasonable notice to Client prior to the occurrence of any 
such event.

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Documentation.  Paradigm shall provide Client access to electronic versions of any applicable 
Documentation that Paradigm makes generally available to its Clients of the same Services and Products.  
Client may print and reproduce the Documentation provided that: (i) the number of such copies is limited 
to those reasonably required for use by Client, including, without limitation, training and archival 
purposes; and (ii) proprietary notices contained in the original copies of the Documentation are reproduced 
and included in all copies, whether such copies are made in whole or in part. 
 
 
Client Responsibilities.   
4.1. 
Client agrees to use the Products and Services in accordance with applicable laws and the 
Documentation provided by or through Paradigm.  
4.2. 
Client is responsible for assuring the accuracy, quality, integrity, legality, reliability, 
appropriateness and ownership of all data as it is entered or uploaded. Paradigm is not responsible for any 
inability to perform Services due to Client’s use of improperly formatted or corrupt files, viruses on media 
provided, or incompatible backup media or software.  
4.3. 
Client shall not transmit or store data that is subject to the rights of any third parties without 
first obtaining all required authorizations, consents, and/or rights in writing from such third parties.  Client 
shall ensure that its use of the Product complies with all laws directly or indirectly applicable to Client 
and its Authorized Users. Client agrees to execute any and all documents and comply with any and all 
applicable procedures, rules and regulations which Paradigm, its Vendor or applicable law may require in 
connection with the Products and Services, including without limitation, procedures, regulations, and 
rules, as may be amended from time to time, promulgated by American Express, MasterCard, VISA, 
Discover, various other payment networks, NACHA, the settlement bank, and insurance carriers 
(collectively “Association Rules”). Client also agrees to adhere to such rules and regulations as are 
required by governmental agencies having jurisdiction over the transactions contemplated herein.  Client 
agrees to not directly and knowingly use the Products or Services to engage in any activities in violation 
of federal or state anti-kickback laws.  PARADIGM IS NOT LIABLE OR RESPONSIBLE FOR ANY 
ACTS OR OMISSIONS IN RELATION TO CLIENT’S OR ITS AUTHORIZED USERS’ USE OF THE 
SERVICES OR PRODUCTS, INCLUDING WITHOUT LIMITATION USE OF THE SERVICES AND 
PRODUCTS IN WAYS THAT ARE NOT IN COMPLIANCE WITH LAWS. 
4.4. 
Client understands that Client may not process transactions on behalf of any other entity 
or individual and that the use of the Products and Services is provided herein as a service for a single 
merchant account. Any attempt to use the Products and Services herein for more than one Merchant 
account without additional agreements and fees for each merchant may result in additional fees and 
charges, the revocation of rights to the Products and/or Services and termination of this Addendum.  
4.5. 
This Addendum may not be sold, traded, assumed or otherwise transferred to another 
individual or entity without the express written consent of Paradigm. 
 
 
Authorized Users.  Client shall be responsible for ensuring Authorized Users’ compliance with 
the terms set forth herein, the applicable laws or other agreements, all acts or omissions by Authorized 
Users, and for any damages incurred as a result thereof. Client shall have sole responsibility for 
terminating the access previously granted to any Authorized User, whether for termination of employment, 
reassignment, or any other cause. Paradigm may disable an Authorized User’s access to the Services at 
any time in its sole discretion if Paradigm has reason to believe that such Authorized User poses a security 
risk or has violated the terms of this Addendum.  Client is responsible for designating user IDs and 
passwords for any and all Authorized Users. Client agrees to hold all passwords, user IDs or other system 
access credentials and information under close control and shall notify Paradigm immediately if access to 
such information is, or is thought to have been, released to any unauthorized party.  Client agrees not to 
allow multiple users to access the Software using a common account or user credentials.  Security and

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control of assigned user ID’s and passwords are the sole responsibility of Client and Paradigm shall not 
be held responsible in any way for any breach in system security as a result of Client’s actions or inactions 
relating thereto.   
 
 
User IDs. Client is solely responsible and liable for all activity occurring under the user IDs 
and passwords issued in connection with this Addendum whether or not such activities have been 
authorized by Client.  Client shall abide by all applicable local, state, national and foreign laws, treaties 
and regulations in connection with its use of the Products and Services as contemplated by this Addendum, 
including those related to data privacy, international communications and the transmission of technical or 
personal data. Client shall: (i) notify Paradigm immediately in writing of any unauthorized use of any 
password or user ID or any other suspected or known breach of security, including the loss or theft of any 
password or user ID or computer or device containing such information; (ii) take all steps reasonably 
necessary to prevent access and use of the Services by unauthorized users; and (iii) not provide false 
identity information to gain access to or use of the Services or the Software. 
 
 
Payment Terms.  Client shall pay the fees for the Products and Services as set forth in the 
Sales Agreement. The fees and charges shall be debited or billed in accordance with the terms of the 
Original Agreement. 
 
 
Products. At no time shall Client utilize the Products or Services in any manner not consistent 
with the Documentation or the terms herein and shall not attempt to open any Engagement Hardware in 
any way.  Client shall follow any and all instructions in relation to the operation of the Products. To utilize 
the Services, Client will be required to purchase Engagement Hardware and keep such Engagement 
Hardware in good working order.  Paradigm shall not be responsible for any misuse, neglect or abuse of, 
tampering with or any external forces affecting the Engagement Hardware. Client shall be responsible for 
the purchase, installation and maintenance of any and all Engagement Hardware necessary for the 
provision of Services and to access the Software.  The Engagement Hardware shall be subject to a 
manufacturer’s warranty as between Client and the device manufacturer as administered by the 
manufacturer.  Paradigm does not provide any warranties of any kind for the Engagement Hardware. Title 
and risk of loss of the Engagement Hardware shall pass to Client upon shipment. Client shall be 
responsible for all costs of insurance, taxes, storage, and transportation of the Engagement Hardware. 
Paradigm assigns to Client any third-party warranties and indemnities for the Engagement Hardware. 
Client’s sole and exclusive remedy for the breach of any such third-party obligations shall be against the 
applicable third-party manufacturer or Vendor, and not against Paradigm.  
 
 
Telecommunications; Internet access.  For the avoidance of doubt, Paradigm does not provide 
telecommunication or other wireless or internet services.  Client is responsible for obtaining access to the 
Internet using appropriate equipment and for ensuring proper security of Client’s systems and access to 
the Services.  Client agrees to process data using third party programs, including specifically internet 
“browser” programs that support appropriate data security protocols compliant with applicable laws. 
Paradigm makes no warranties of any kind and expressly disclaims in regard to the security and/or the 
services provided by any third-party telecommunication or any wireless or internet provider.  Paradigm 
shall not be responsible or liable for any failure, delay or deficiency in communications or transmission 
facilities, integration into third party software, infrastructure or Services. 
 
 
Improper Use.  Failure to comply with the terms of this Addendum or the Documentation may 
result in damage to the Products.  Paradigm shall have no liability for damage or any losses to the extent 
that it resulted from Client’s negligence, willful misconduct or failure to comply with the terms of this

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Addendum, the Documentation, or any other written instructions provided by Paradigm or the Vendor to 
Client. 
 
 
Ownership.  Except as otherwise provided for herein, this Addendum shall not be deemed to 
grant to Client or any Authorized User any ownership interest in the Products, Documentation, or Services.  
All Products, Documentation, Services and any derivative works based thereon, including any 
improvements, enhancements, modifications, updates, versions and releases, whether or not patentable or 
registered, will remain the exclusive property of Paradigm (collectively, the “Paradigm Materials”) or 
the Vendor.  Paradigm expressly reserves all rights to Paradigm Materials not specifically granted herein.  
Client shall not: (i) attempt to assign the right to access or use the Products or Services to any third party; 
(ii) allow or authorize access to or use of the Products or Services to any persons other than Authorized 
Users; (iii) use the Products or Services for any purpose other than Client’s own internal business 
purposes; (iv) reverse engineer, disassemble or decompile the Products or Services or attempt in any 
fashion to obtain the source code to the Software or the Credit Card Platform; (v) knowingly use the 
Products or Services to send or store infringing or unlawful material or information; (vi) knowingly use 
the Products or Services to send or store material containing harmful computer codes, viruses, files, 
scripts, agents, or programs; (vii) interfere with or disrupt the integrity of the Products or the Software 
contained therein or Services or the data contained therein, or (viii) attempt to gain unauthorized access 
to the Software or Services or related systems or networks.   
 
 
Confidential Data.  The Products and Services enable Client to transmit, store, and receive 
certain information relating to financial transactions for Client and its Authorized Users (the “Services 
Data”). The Services Data will include confidential information of Client’s Authorized Users. State and 
federal laws, as well as ethical and licensure requirements, may impose obligations with respect to 
confidentiality and other obligations that may limit the right of Client and persons acting on its behalf to 
make use of the Services or to transmit certain information to third parties. Client represents and warrants 
that it will, at all times during the term of this Addendum and thereafter, comply with all laws that are 
directly or indirectly applicable to, or that may now or hereafter govern, the gathering, use, transmission, 
processing, receipt, reporting, disclosure, maintenance, and storage of the Services Data. It shall be 
Client’s responsibility to cause all persons or entities under its direction or control, including Authorized 
Users, to comply with any such applicable laws. Client, at all times during the term of this Addendum and 
thereafter, shall be solely responsible for obtaining and maintaining all legally necessary consents or 
permissions required or advisable to disclose, process, retrieve, transmit, and view the Services Data 
transmitted, stored, or received in connection with the Services.  CLIENT ACKONWLEDGES THAT 
PARADIGM WILL NOT ACCESS, RETRIEVE, STORE OR USE SERVICES DATA IN 
CONNECTION WITH CLIENT’S USE AND OPERATION OF THE SERVICES.  PARADIGM 
DISCLAIMS ANY OBLIGATIONS RELATED TO SERVICES DATA.  PARADIGM IS NOT LIABLE 
OR RESPONSIBLE FOR ANY CLIENT ACTS OR OMISSIONS IN USING THE SERVICES IN 
WAYS THAT ARE NOT IN COMPLIANCE WITH ANY APPLICABLE LAWS OR OTHER 
REQUIREMENTS OR CLIENT’S USE OR MISUSE OF DATA TRANSMITTED, MONITORED, 
STORED, OR RECEIVED BY IT. 
 
 
Equitable Relief.  The parties acknowledge that monetary remedies may be inadequate to 
protect rights in Confidential Information and that, in addition to legal remedies otherwise available, 
injunctive relief is an appropriate judicial remedy to protect such rights. 
 
 
Warranties and Disclaimers.  Subject to the limitations of this section and subject to such 
limitations as are expressly provided elsewhere in this Addendum, Paradigm represents and warrants that

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Paradigm has the legal right to perform the Services and provide Products to Client and its Authorized 
Users, either itself or through third parties.  The Services provided by it hereunder shall be performed, in 
all material respects, in a professional, timely, and workmanlike manner.  In the event Client believes 
Paradigm has breached the warranty in the foregoing sentence, Client shall promptly notify Paradigm 
thereof including information necessary to allow Paradigm to examine the issue and to re-perform any 
Services containing reproducible errors.  THE SERVICES AND PRODUCTS ARE PROVIDED TO 
CLIENT ON AN “AS IS,” WITH ALL FAULTS BASIS. PARADIGM MAKES NO WARRANTIES OF 
ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED 
WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR 
WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE EXCEPT FOR THE 
EXPRESS 
WARRANTIES 
AND 
COVENANTS 
HEREIN. 
PARADIGM 
MAKES 
NO 
REPRESENTATION OR WARRANTY THAT THE SERVICES DATA OR THE SOFTWARE IS 
ACCURATE, 
COMPLETE, 
OR 
RELIABLE. 
PARADIGM 
FURTHER 
MAKES 
NO 
REPRESENTATIONS OR WARRANTIES THAT CLIENT’S ACCESS TO AND USE OF THE 
SERVICES 
WILL 
BE 
UNINTERRUPTED 
OR 
ERROR-FREE; 
FREE 
OF 
VIRUSES, 
UNAUTHORIZED CODE, OR POTENTIALLY HARMFUL COMPONENTS; WITHOUT DELAY; 
OR SECURE. For the avoidance of doubt, Paradigm makes no warranties of any kind in regard to the 
services provided by any telephone company or other telecommunications provider.  Paradigm shall not 
be responsible for any failure of any telecommunications provider however constituted or described. Some 
jurisdictions do not permit the exclusion or limitation of implied warranties. Therefore, only if required 
by applicable law, some or all of the exclusions or limitations above may not apply. 
 
 
Exclusion of Damages. IN NO EVENT SHALL PARADIGM BE LIABLE TO CLIENT FOR 
ANY INDIRECT, NON-COMPENSATORY, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR 
SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS OR REVENUE, 
LOST SAVINGS, LOSS OF DATA OR BUSINESS OPPORTUNITY, ANY GOVERNMENTAL, 
AGENCY, AND/OR REGULATORY FINES OR COSTS, OR OTHER DAMAGES ARISING OUT OF 
OR IN CONNECTION WITH THE FURNISHING, PERFORMANCE, OR USE OF THE SERVICES 
OR ENGAGEMENT HARDWARE, OR ERRORS, INACCURACIES, OMISSIONS, DEFECTS, 
UNTIMELINESS, SECURITY BREACHES, OR ANY OTHER FAILURE TO PERFORM BY 
PARADIGM OR ANY THIRD PARTY SOFTWARE PROVIDERS. THE FOREGOING EXCLUSION 
SHALL APPLY WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY 
OF SUCH DAMAGES AND EVEN IF A LIMITED REMEDY SET FORTH IN THE AGREEMENT 
FAILS OF ITS ESSENTIAL PURPOSE.  Some jurisdictions do not permit the exclusion of certain types 
of damages. Therefore, only if required by applicable law, some or all of the exclusions above may not 
apply.  
 
 
Limitations of Liability. EXCEPT FOR THE EXPRESS WARRANTIES AND COVENANTS 
HEREIN, CLIENT EXPRESSLY WAIVES AND SHALL NOT MAKE ANY CLAIM OF ANY KIND 
AGAINST PARADIGM ARISING OUT OF THE FAILURE OF PERFORMANCE OF THE PRODUCT, 
THE SERVICES OR THE CREDIT CARD PLATFORM, PAYMENT TERMINALS OR THE 
GATEWAY OR ARISING OUT OF THE BREACH OF ANY WARRANTY PROVIDED BY 
PARADIGM, OR THE MANUFACTURER OF EQUIPMENT.  IF, DESPITE THE OTHER TERMS OF 
THIS AGREEMENT, PARADIGM HAS ANY LIABILITY TO CLIENT FOR ANY LOSS, HARM OR 
DAMAGE, THE PARTIES AGREE THAT PARADIGM’S LIABILITY TO CLIENT OR ANY OTHER 
PERSON UNDER OR RELATED TO ANY AND ALL SUCH LOSSES, HARMS, OR DAMAGES 
SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT AND RECEIVED BY PARADIGM 
SPECIFICALLY FOR THE SERVICES (EXCLUDING THIRD PARTY PASS-THROUGH FEES OR

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EXPENSES) PROVIDED PURSUANT TO THIS AGREEMENT IN THE THREE (3) MONTHS PRIOR 
TO THE FIRST OCCURRENCE GIVING RISE TO THE CLAIM FOR LIABILITY.  THE FOREGOING 
LIMITATION OF LIABILITY REPRESENTS THE ALLOCATION OF RISK OF FAILURE BETWEEN 
THE PARTIES AS REFLECTED IN THE PRICING HEREIN. CLIENT ACKNOWLEDGES THAT, 
ABSENT ITS AGREEMENT TO THIS LIMITATION OF LIABILITY, PARADIGM WOULD NOT 
PROVIDE THE SERVICES TO CLIENT. 
 
 
Indemnification.  Paradigm shall defend and hold harmless Client and its Affiliates, officers, 
directors and employees from any claim that the use of the Services violates or infringes any third party’s 
patent, copyright, trade secret or any other intellectual property rights.  Client shall give Paradigm prompt 
notice of any such claim, shall cooperate fully with Paradigm in its defense of the claim, and Paradigm 
shall have sole control of the defense and settlement of any such claim.  Should the Services hereunder be 
made the subject of any claim alleging misappropriation or infringement of any patent, copyright, trade 
secret, trademark or other intellectual property rights of any third person, Paradigm’s sole liability shall 
be, at its option, to procure the right to use Services free of such liability or to replace or modify the 
Services to be non-infringing.  In the event that neither of the foregoing options is commercially 
reasonable in Paradigm’s sole discretion, Paradigm shall have the right to terminate this Addendum 
without further obligation and shall return to Client any prepaid fees for Services not yet rendered.  
Paradigm shall have no obligation to defend or indemnify Client for any claim arising from Client’s use 
of the Services inconsistent with its Documentation or in combination with any software not provided or 
approved by Paradigm.  
 
 
Intended Third Party Beneficiary.  Vendor shall be designated as an intended third-party 
beneficiary of the contractual rights of Paradigm herein and under the original Agreement with respect to 
the Products and Services that are the subject of this Addendum.