This Application development Agreement (this “Agreement”) is made between Blue Tread, LLC ( “Developer”, “Provider”, or “Blue Tread”) and the single business entity or organization identified as “Customer” or “Client” in Customer Order (the “Customer Order”). WHEREAS, Developer is engaged in the business of application development, including technical consulting services, software development and maintenance. WHEREAS, Client wishes to utilize the services of Developer in connection with the development and implementation of certain software identified as Mobile Application, the ("Software"). NOW, THEREFORE, Developer and Client agree as follows:

1. SCOPE OF SERVICES            
Developer will perform the services described in attached Statement of Work (“Developer’s Work” or "Work"), in order to develop and implement the software according to the specifications and completion times set forth therein. Client will cooperate with Developer's reasonable requests for information and data necessary for the completion of the Work.

2. PAYMENT TERMS
Client will pay Developer for the Work at the price and on the terms. The price set forth in this Agreement does not include taxes. If Developer is required to pay any federal, state or local taxes based on the services provided under this Agreement, these will be separately billed to client. Developer will not be liable for any interest or penalties incurred due to late payment or nonpayment of these taxes by Client, but instead Client will be fully responsible for payment of said interest and penalties.

3. TERM AND TERMINATION
Either party may terminate this Agreement without cause upon ninety (90) days written notice.  In the event of termination without cause, Client agrees to pay developer for all of Developer's work performed up to the date of termination.  Either party may terminate this agreement for material breach, provided, however that the terminating party has given the other thirty (30) days written notice of material breach and thirty (30) days to cure the breach.  Termination for breach will not alter or affect the terminating party's right to exercise any other remedy for breach.

4. OWNERSHIP OF INTELLECTUAL PROPERTY
Developer's Work will be deemed a "commissioned work" and "work made for hire" to the greatest extent permitted by law and Client will be the sole owner of the original Software. To the extent that Developer's Work is not properly characterized as "work made for hire," then Developer hereby irrevocably assigns to Client all right, title and interest in and to Developer's Work, and any and all ideas and information embodied therein, in perpetuity and throughout the world. Client hereby grants to Developer a non-exclusive license in the Software for the sole purpose of allowing Developer to perform its obligations under this Agreement and for no other purpose.

5. CONFIDENTIAL INFORMATION
A. All information relating to Client that is known to be confidential or proprietary, or which is clearly marked as such, will be held in confidence by Developer and will not be disclosed or used by Developer except to the extent that such disclosure or use is reasonably necessary to the performance of Developer's Work.
B. All information relating to Developer that is known to be confidential or proprietary, or which is clearly marked as such, will be held in confidence by Client and will not be disclosed or used by Client except to the extent that such disclosure or use is reasonably necessary to the performance of Client's duties and obligations under this Agreement.
C. These obligations of confidentiality will extend for a period of one (1) year after the termination of this Agreement, but will not apply with respect to information that is independently developed by the parties, lawfully becomes a part of the public domain, or of which the parties gained knowledge or possession free of any confidentiality obligation.

6. WARRANTY AND DISCLAIMER
Developer warrants the Work will be performed in a workmanlike manner, and in conformity with generally prevailing industry standards. Client must report any material deficiencies in Developer's Work to Developer in writing within ninety (90) days of Client's receipt of the Work. Client's exclusive remedy for the breach of the above warranty will be the re-performance of Developer's Work within a commercially reasonable time. THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS OR STATEMENTS MADE ON OR PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. DEVELOPER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES.

7. LIMITATION OF LIABILITY, INDEMNIFICATION
Neither party will be liable to the other for special, indirect or consequential damages incurred or suffered by the other arising as a result of or related to the performance of Developer's Work, whether in contract, tort or otherwise, even if the other has been advised of the possibility of such loss or damages. Client will indemnify and hold Developer harmless against any claims incurred by Developer arising out of or in conjunction with Client's breach of this Agreement, as well as all reasonable costs, expenses and attorneys' fees incurred therein. Developer's total liability under this Agreement with respect to the Work, regardless of cause or theory of recovery, will not exceed the total amount of fees paid by Client to Developer.

8. RELATION OF PARTIES
The performance by Developer of its duties and obligations under this Agreement will be that of an independent contractor, and nothing in this Agreement will create or imply an agency relationship between Developer and Client, nor will this Agreement be deemed to constitute a joint venture or partnership between the parties.

9. EMPLOYEE SOLICITATION/HIRING
During the period of this Agreement and for twelve (12) months thereafter, unless agreed upon in writing by both parties, neither party will directly or indirectly solicit or offer employment to or hire any employee, former employee, subcontractor or former subcontractor of the other. The terms "former employee" and "former subcontractor" will include only those employees or subcontractors of either party who were employed or utilized by that party within twelve (12) months immediately prior to the alleged violation.

10. NON-ASSIGNMENT
Neither party will assign this Agreement, in whole or in part, without the prior written consent of the other party, such consent will not be unreasonably withheld. This Agreement will inure to the benefit of, and be binding upon the parties hereto, together with their respective legal representatives, successors, and assigns, as permitted herein.

11.  ARBITRATION
Any dispute arising under this Agreement will be subject to binding arbitration by a single Arbitrator with the American Arbitration Association (AAA), in accordance with its relevant industry rules, if any. The parties agree that this Agreement will be governed by and construed and interpreted in accordance with the laws of the State of Florida. The arbitration will be held in Lee County, Florida. The Arbitrator will have the authority to grant injunctive relief and specific performance to enforce the terms of this Agreement. Judgment on any award rendered by the Arbitrator may be entered in any Court of competent jurisdiction.

12.  ATTORNEYS' FEES
If any litigation or arbitration is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees and costs.

13.  SEVERABILITY
If any term of this Agreement is found to be unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable, and the remaining portions of this Agreement will remain in full force and effect.

14.  FORCE MAJEURE
Neither party will be held responsible for any delay or failure in performance of any part of this Agreement to the extent that such delay is caused by events or circumstances beyond the delayed party's reasonable control.

15. WAIVER AND MODIFICATION
The waiver by any party of any breach of covenant will not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be in writing and signed by the party waiving its rights. This Agreement may be modified only by a written instrument executed by authorized representatives of the parties hereto.

16.  ENTIRE AGREEMENT  This Agreement, together with any attachments referred to herein, constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all prior agreements, proposals, negotiations, representations, or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter into this Agreement by any representations or promises not specifically stated herein.

PREAMBLE
‍This Support Agreement (“SA”) accompanies the Software Development Agreement (“Agreement”) that has been executed by the parties. All statements of fact contained in this SA are subject to the terms and conditions set forth in such Agreement. The terms and conditions set forth in the Agreement control in the event of any inconsistency between such terms and conditions and the matters set forth in this SLSA.

‍RECITALS
‍WHEREAS, Blue Tread, LLC. (“Developer”) developed certain software identified herein, WHEREAS, Developer desires to convey, and Client (“Client”) desires to receive support of said software pursuant to the terms and conditions contained in this SA.NOW THEREFORE, Developer and Client agree as follows:

1. DEFINITIONS
A. "Software" means the application and tablet/computer program(s) and documentation described in a Custom Software Development Agreement that has been executed by the parties and is attached to this Agreement, as well as any archival copies of such software and documentation permitted by this Agreement.
B. "Install" means placing the Software on a phone, tablet, or computer's hard disk, CD-ROM or other secondary storage device.
C. "Use" means (i) executing or loading the Software into tablet/computer RAM or other primary memory, or (ii) copying the Software for archival or emergency restart purposes.

2.   TERM AND TERMINATION
A. The commences as of Effective Date of this Agreement and remains in force for twelve (12) months, unless earlier terminated by either party pursuant to the terms of this Agreement. At the end of the license term, the SA with automatically renew for one (1) year terms, unless terminated by Client upon notice to Developer upon thirty (60) day written notice to Developer
B. Except as set forth in the provisions of this Agreement that provide for automatic termination in the event of breach of confidentiality or unauthorized transfer, if Client breaches any other provision of this Agreement, Developer may terminate this Agreement, provided, however, that Developer has given Client at least thirty (30) days written notice of and the opportunity to cure the breach within sixty (60) days. Termination for breach shall not alter or affect Developer's right to exercise any other remedies for breach.
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3. MAINTENANCE FEE AND PAYMENT TERMS
Client will pay Developer for the maintenance at the price and on the terms set forth in Exhibit D. The price set forth in this Agreement does not include taxes. If Developer is required to pay any federal, state or local taxes based on the services provided under this Agreement, these will be separately billed to client. Developer will not be liable for any interest or penalties incurred due to late payment or nonpayment of these taxes by Client, but instead Client will be fully responsible for payment of said interest and penalties.

4. SOFTWARE WARRANTY AND DISCLAIMER
Developer warrants that the Software has been developed in a workmanlike manner, and in conformity with generally prevailing industry standards. Client must report any material deficiencies in the Software to Developer in writing within ninety (90) days of the Effective Date of this Agreement. Client's exclusive remedy for the breach of the above warranties will be the correction of the material deficiency within a commercially reasonable time. THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS OR STATEMENTS MADE ON OR PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. PROVIDER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES.

5. LIMITATION OF LIABILITY, INDEMNIFICATION
A. Neither party will be liable to the other for special, indirect or consequential damages incurred or suffered by the other arising as a result of or related to the use of the Software, whether in contract, tort or otherwise, even if the other has been advised of the possibility of such loss or damages. Developer's total liability under this Agreement with respect to the Software, regardless of cause or theory of recovery, will not exceed the total amount of fees paid by Client under this agreement.
B. Client will indemnify and hold Developer harmless against any claims incurred by Developer arising out of or in conjunction with Client's use of the Software, as well as all reasonable costs, expenses and attorneys' fees incurred therein.

6. SOFTWARE MAINTENANCE AND SUPPORT
Developer's obligations with respect to software maintenance and support including upgrades, if any, are set forth below.

CORRECTIVE MAINTENANCE APPLICATION
Changes to the Software to improve performance, minor aesthetics, and usability of components are covered under the terms of the SA.  Requests for changes that add significant functionality would be classified as a change request and would be considered additional development and not covered by the SA.
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‍INTEGRATION
The application’s connection to external systems are included. If those systems make a change that interrupt integration, Developer will resolve the integration issue to ensure that the application continues to work properly.  However, if Client changes to another vendor or system, additional development time may be required which would be considered additional development and therefore not covered by the SA.

‍PLATFORM
‍To ensure timely integration Developer will commit to timely adoption of new software that is required as applicable below:
a) iOS - Only two (2) major versions of iOS will be supported. For example, If Apple’s last release was iOS 14, we will support iOS 14 and 13
b) Android – Only two (2) major versions of Android will be supported. For example, If the current Android version is 10, we will support 10 and 9
c) Web - The only supported browsers are Edge, Google Chrome, and Firefox. Only the last two (2) major versions of any of those browsers will be supported.

CORRECTION OF MALFUNCTIONS
‍Development routines catch the majority of bugs; however, bugs may be found after testing and implementation of the application.  Bugs in the application will need to be validated and thoroughly vetted to effectively apply the correct patch.  Depending on the severity of the bug, the patch may be pushed out immediately, in a hotfix, or in the next software release.

7. HELP DESK SUPPORT
The Help Desk provides a point of contact for your application support team when they have an issue or question. Developer’s staff is available during business hours to log issues and support Client’s support team.

8. RELATION OF PARTIES            
Nothing in this Agreement will create or imply an agency relationship between Developer and Client, nor will this Agreement be deemed to constitute a joint venture or partnership between the parties.

9. ARBITRATION            
Any dispute arising under this Agreement will be subject to binding arbitration by a single Arbitrator with the American Arbitration Association (AAA), in accordance with its relevant industry rules, if any. The parties agree that this Agreement will be governed by and construed and interpreted in accordance with the laws of the State of Florida. The arbitration will be held in Lee County, Florida. The Arbitrator will have the authority to grant injunctive relief and specific performance to enforce the terms of this Agreement. Judgment on any award rendered by the Arbitrator may be entered in any Court of competent jurisdiction.

10. ATTORNEYS' FEES            
If any litigation or arbitration is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees and costs.

11. SEVERABILITY            
If any term of this Agreement is found to be unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable, and the remaining portions of this Agreement will remain in full force and effect.

12. FORCE MAJEURE            
Neither party will be held responsible for any delay or failure in performance of any part of this Agreement to the extent that such delay is caused by events or circumstances beyond the delayed party's reasonable control.

13. NO WAIVER          
The waiver by any party of any breach of covenant will not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be in writing and signed by the party waiving its rights. This Agreement may be modified only by a written instrument executed by authorized representatives of the parties hereto.

14. ENTIRE AGREEMENT            
This Agreement, together with any attachments referred to herein, constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all prior agreements, proposals, negotiations, representations, or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter into this Agreement by any representations or promises not specifically stated herein.

1. WORK PRODUCT
Work Product are all programs, systems, data and materials, including but not limited to, images, graphic user interface, source code, object code, and any documentation and notes associated with the Web Site and iOS Application, in whatever form, first produced or created by or for Developer as a result of, or related to, performance of work or services under this Agreement.

2. BACKGROUND TECHNOLOGY
Background Technology means all programs, systems, data and materials, in whatever form that do not constitute Work Product and are: (1) included in, or necessary to, the Work Product; and (2) owned solely by Developer, licensed to Developer with a right to sub-license, or licensed directly to Client. Background Technology includes, but is not limited to, the following items: Computer code generated by programs proprietary to Client, commercial programs and Development Tools and Components. Notwithstanding anything contained herein to the contrary, Client agrees that Developer shall retain any and all rights Developer may have in the Background Technology. Developer hereby grants Client a perpetual, non-exclusive, worldwide, royalty-free license to use the Background Technology in the Web Site and iOS application.

3. DEVELOPMENT TOOLS
Developer Tools are the software tools of general application, not originally created by Developer, its predecessors or affiliates, whether now owned by or licensed to Developer or directly to Client, which are used to develop the Web Site, including, without limitation, commercial programs such as Visual Studio, Xcode, RedGate Tools, Teamcity and LinqPad.

4. COMPONENTS
Components pertain the software/programming tools developed generally to support Developer products and/or service offerings and which (i) can be used in applications and systems other than the Web Site and iOS application developed hereunder, and (ii) can be used completely free of the Client Content and (iii) do not embody or convey the look and feel of the application developed hereunder.

· Authentication
· Authorization
· Validation
· API Framework
· Data Access
· Exception Handling
· Logging
· Database Migration
· Barcode Scanning
· PDF Mail Merging Utility
· Geolocation Mapping
· 3rd party/ internal components