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Docusign Envelope ID: 43201 COA-A739-4610-8444-5EA845CA01 11 algorithms relevant to the Validations Portal; (b) create derivative works based on the Validations Portal; or (c) encourage or assist any third party to do the foregoing. Section 2 FEES AND PAYMENTS 2.1 PRICING AND PAYMENT Client agrees to pay the fees, as outlined in Appendix A. All amounts payable hereunder are exclusive of any and all taxes, including taxes applicable on fees paid by the consumer, and Client is responsible for payment of such taxes. All prices are stated, and Client shall pay, in US dollars. Payment is due within 30 days of invoicing. Upon obtaining prior written approval of the Client, PayByPhone may, acting reasonably and not more often than once in a calendar year, increase any fees outlined in Appendix A, including any fees that come into effect after the Effective Date, to adjust for inflation and any increase in the cost of PayByPhone providing the services to Client. 2.2 MERCHANT ACCOUNT Merchant account refers to Client's merchant account set up with Client's acquiring bank. PayByPhone will cover the cost of linking one (1) Client merchant account with PayByPhone's gateway provider. Client agrees to cover the cost of merchant account updates including all third party fees and then -current PayByPhone professional services fees. See https://www.paybyphone.com/pdf/us/pbp_professionalservicessamplerates.pdf for sample rates. 2.3 TRANSACTION TESTING PayByPhone reserves the right to execute test transactions from time to time to ensure top performance of the system and account. PayByPhone may execute up to ten test transactions per month without adjusting the Client invoice. 2.4 THIRD PARTY INTEGRATION In the event that system changes (such as upgrades) by a third party impact the PayByPhone integration with Client sub -systems such as enforcement, Client agrees to pay for all PayByPhone development costs required to maintain such integration. PayByPhone will notify Client, in advance, of any such integration costs that could be added. Section 3 EXCLUSIVITY The parties expressly acknowledge that Client currently engages, and/or may in the future, at its option, add, other providers of mobile parking payment applications ("Third Party Providers"), through contracts for the same parking facilities and metered stalls covered by this Agreement. Section 4 MARKETING, PROMOTION AND USER EDUCATION 4.1 SIGNAGE Client agrees to use the PayByPhone decals and signs already provided by PayByPhone and installed by Client at the Parking Locations as of the Effective Date. For any Parking Locations at which PayByPhone decals and signs are not installed or at which size and placement of the PayByPhone decals and signs is deemed insufficient by PayByPhone, acting reasonably, the Client agrees to provide adequate space for and install, at its own cost, PayByPhone signage and decals at each such Parking Location, with sign size and placement to be mutually agreed by PayByPhone and Client, acting reasonably. Client agrees that signs will be hung and/or located near payment machines at the Parking Locations and the number of signs included for a Parking Location will be determined by the number of parking spots at the Parking Location divided by 20, plus one sign or decal per pay station and one decal per meter at the Parking Location. All additional and replacement signage is at Client's cost. Client agrees to either use PayByPhone's standard signage template or ensure that its non-standard signage complies with all PayByPhone's marketing and branding guidelines (available on request). Client shall not modify PayByPhone's logos, fonts, colours, design, and other brand/marketing related items without PayByPhone's prior written consent and approval. In the event Client requests that PayByPhone produce non-standard signage for Client, such customization work will be subject to PayByPhone's prior approval and then -current PayByPhone professional services fees. See PBP_Seivice Agreement_Template_NA_V9.9 20250116 Page 13