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2 Approved 04/2023 Terms and Conditions This TERMS and CONDITIONS AGREEMENT (“Agreement”) is made and entered into as of the effective date shown in the agreement, by and between Client and International Business Information Technologies, Inc., a Florida corporation doing business as LEFTA Systems (“LEFTA Systems”). 1. Subscription of Software; Grant of Limited, Non -Exclusive License. LEFTA Systems agrees during the Term of this Agreement to provide Client services and grants to Client a nonexclusive, nontransferable, right and license to use, execute and display the software programs as described in the agreement, in object code and source code form, and the associated users' information and other documentation made available on -line by LEFTA Systems. The employees, agents, and contractors of Client may use the Software solely for Client’s internal purposes (and not for the benefit of any third party) in accordance with the terms of this Agreement. 1.1. License Restrictions. 1.1.1. Except for the limited license rights specifically granted to Client pursuant to this Agreement, LEFTA Systems owns and shall retain all rights, title, and interests in and to the Software, including all derivatives thereof. For the avoidance of doubt, pursuant to this Agreement, Client shall not cause or permit the disclosure, renting, leasing, sublicensing, loaning or selling, dissemination or other distribution of the Software by any means or in any form to anyone outside of the Client organization in a manner or for a purpose inconsistent with this Agreement, and shall not permit or allow any Person to use the Software via a timesharing, service bureau, application service provider, or similar arrangement. 1.1.2. Client shall not, and shall not permit others to, copy, alter, translate, decompile, decipher, disassemble, reverse engineer, or reverse assemble the Software or any components thereof, or attempt to do any of the foregoing. Client shall not permit any Person to take any action to reverse engineer , reverse compile, or otherwise attempt to derive source code from any object code copy of the Software. 1.2. Price; Payment; Additional Services. Client shall pay LEFTA Systems, the fees set forth in the signed agreement. An invoice is issued and paid net 3 0-days from the due date listed on the invoice. All fees paid to LEFTA Systems are fully earned and non-refundable. Client shall be solely responsible for the payment of all sales and use taxes assessed by any governmental authority with respect to the tra nsactions contemplated by this Agreement. LEFTA Systems will assess an annual fee that will include a cost of living or consumer price index increase not to exceed 5 percent. Customer development projects require a 50 percent downpayment prior to commencement of work and remaining 50 percent due upon acceptance by Client. 1.3. Billing Cycle. Regardless of the actual commencement date, the annual invoice(s) will be prorated to either the 1st or the 15th of the month to match LEFTA Systems billing cycles. 1.4. Late Fees: All invoices shall be paid upon receipt from the date on the invoice. If payment is not received within 30-days, it is considered past due. The agency will be assessed a 1.5% increase over the invoiced amount to be processed as a late fee. Terms and Conditions.