Programs, (ili) to notify Cale promptly of any unauthorized possession, use or knowledge of the
Programs of which Customer is aware, and {iv) that any and all trademarks, trade names, copyrights and
other intellectual property rights embedded or used in connection with the Products or the Programs
are and shall remain the sole property of Cale. The provisions of this Section 4 shall inure to the benefit
of any third party owner of the Programs.
5. WIRELESS DATA DISCLOSURE TO END USERS. CUSTOMER DOES NOT, BY VIRTUE OF ENTERING
INTO THIS CONTRACT OR ENGAGING CALE TO PROVIDE PRODUCTS, PARTS OR RELATED SERVICES, HAVE
ANY CONTRACTUAL RELATIONSHIP WITH CALE’S WIRELESS SERVICE CARRIER(S), AND CUSTOMER {5 NOT
A THIRD PARTY BENEFICIARY OF ANY CONTRACT BETWEEN CALE AND ITS CARRIER(S). CUSTOMER
UNDERSTANDS AND AGREES THAT CALE’S CARRIERS HAVE NO LIABILITY OF ANY KIND TO CUSTOMER,
WHETHER FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT OR
OTHERWISE ARISING OUT OF THIS CONTRACT. CUSTOMER HAS NO PROPERTY RIGHT IN ANY NUMBER
ASSIGNED TO IT, AND UNDERSTANDS THAT ANY SUCH NUMBER CAN BE CHANGED. CUSTOMER
UNDERSTANDS THAT CALE AND ITS CARRIERS CANNOT GUARANTEE THE SECURITY OF WIRELESS
TRANSMISSIONS, AND CARRIERS WILL NOT BE LIABLE FOR ANY LACK OF SECURITY RELATING TO THE USE
OF THE CALE WEBBOFFICE (“CWO”) SERVICE. CUSTOMER MAY NOT RESELL THE WIRELESS SERVICE TO
ANY OTHER PARTY.
6. RIGHT OF FIRST REFUSAL. If Customer seeks to sell or otherwise dispose of any pay stations {or
other Cale parking meters) in its possession, it shall promptly notify Cale. Cale shall have the right and
option to purchase any such pay stations from Customer (i) upon the same price and terms as a
bonafide third party buyer was willing to pay for the same (as documented in a writing from such
proposed purchaser) or (ii) if Customer was planning to dispose of the pay stations in any other manner,
for an amount of money closely approximating the benefit that the Customer would have received by
disposing of the pay stations through some means other than a third-party sale. The provisions of this
Section 6 shall survive the consummation of the Order.
Check Here If Order Is For Ongoing Services __
1. SOFTWARE LICENSE. In exchange for the fee(s)} set forth on the face of the Order, Cale hereby
grants to Customer a nontransferable, nonassignable, nonexclusive license, within the United States of
America and any other country where Cale provides Ongoing Services, to use the computer software
and related materials associated with online, web-based software including the Cale WebOffice (CWO)
or any optional modules of CWO and WayToPark mobile payment apps and web-based software
(together referred to herein as the “Software”) solely for Customer's internal business purposes. Cale
(or Cale Systems, Inc. or other third party, as applicable) shalf remain the sole owner of alf rights with
respect to the Software and all associated Programs, and Customer may not sell, rent, lease, lend,
sublicense, or otherwise dispose of its interest in use of the Software to any third party. Customer
agrees (i) not to reverse engineer, copy, “hack,” or gain unauthorized access to the Software and
portions thereof to which Customer has not been granted access {including information of other
customers), (ii) not to remove any copyright, trade secret or other proprietary protection legends or
notices from the Software, (iii) to notify Cale promptly of any unauthorized possession, use or
knowledge of the Software of which the Customer is aware, and (iv) to grant access to the Software only
to those of its employees, agents and contractors who need to use the same in connection with the
work they provide on Customer's behalf. The provisions of this Section 1 shall inure to the benefit of any
third party owner of the Software. The price of the Ongoing Services shal! remain set for three years
following the date of this Order; thereafter, Cale may increase the rate for the Ongoing Services not
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