BBTR System Development. Blackbox has customized and branded the BBTR System for providing Services to Customers utilizing BBTR Exchange Data, as mutually agreed by the Parties for marketing and sublicensing by BBTR. Except as mutually agreed by the Parties, BBTR shall be responsible for all costs associated with any further customization and branding of the BBTR System. Unless otherwise agreed by the Parties, BBTR shall pay within 30 calendar days of receipt of the invoice all additional customization costs which shall be negotiated in advance of any such customization services and invoiced by Blackbox via wire transfer per the instructions attached hereto as [Exhibit A].

License to BBTR. Subject to the terms and conditions of this Agreement, Blackbox hereby grants to BBTR during the Term a non-exclusive and worldwide, fully transferable, sublicensable license to use the BBTR Marks in connection with Blackbox’s development, advertisement, marketing, promotion, use and sale of the BBTR System during the Term in all media now known or hereafter devised. BBTR will use a standard form of sublicense agreement (the form of which has been pre-approved by Blackbox in compliance with the definition in [section 1.9], above) to sublicense the BBTR System and Services to its Customers. In addition, BBTR will provide, on a monthly basis, a list of all new Customers to which BBTR has sublicensed the BBTR System and Services.

“BBTR Sublicensee” shall mean a BBTR System sublicensee that has obtained sublicense rights from BBTR to provide access to and Services through the BBTR System pursuant to a BBTR Sublicense.

BBTR. BBTR shall indemnify, defend and hold harmless Blackbox, and its Affiliates, and their respective officers, directors, employees, agents, successors, assigns from and against all third party claims, actions, losses, liability, costs, expenses, damages, judgments, and settlements including reasonable outside attorneys’ fees and court costs, which may be suffered, made or incurred by such parties arising out of or in connection with any material breach by BBTR of any of BBTR’s representations, warranties, undertakings or agreements of any nature whatsoever made or entered into by BBTR in connection with this Agreement, to the extent that such claims do not arise out of the breach by Blackbox of this Agreement.

Upgrades. Throughout the Term, Blackbox and BBTR shall mutually agree upon whether or not the BBTR System should be enhanced in any respect(s) (all non-maintenance enhancements shall be considered “Upgrades”), and what Upgrades shall be made, if any. Upon mutual agreement of the Parties, Blackbox shall provide agreed Upgrades for the BBTR System on mutually agreed terms, including the Parties’ respective responsibilities for costs and expenses associated with development and implementation of any such Upgrades.

Hosting. The Parties agree that BBTR will make arrangements to host and operate the BBTR System. Notwithstanding the foregoing, BBTR shall grant Blackbox any necessary access to the hosted BBTR System to facilitate exercise of rights to disable the system as provided herein.

Right to Disable/Deny Access to BBTR System. Blackbox shall retain the absolute right AND ABILITY to DISABLE AND/OR deny access to OR THE use of the BBTR System by BBTR, ITS AFFILIATES, ANY BBTR SUBLICENSEE(S) AND/OR ANY Customer(S) in the event that BBTR IS IN BREACH OF ANY MATERIAL OBLIGATIONS TO BLACKBOX, INCLUDING SPECIFICALLY (BUT NOT LIMITED TO) TIMELY PAYMENT OF LICENSE FEES. NEITHER BBTR NOR ANY OF ITS BBTR SUBLICENSEES SHALL MAKE ANY MODIFICATIONS TO THE BBTR SYSTEM OR BLACKBOX’S ACCESS TO THE BBTR SYSTEM IN ANY WAY THAT WOULD LIMIT BLACKBOX’S ABILITY TO DISABLE OR DENY ACCESS TO USE THE BBTR SYSTEM. ALL BBTR SUBLICENSES GRANTED HEREUNDER SHALL EXPRESSLY RESERVE SUCH RIGHTS TO BLACKBOX AND EACH BBTR SUBLICENSE PARTY SHALL AGREE TO HOLD BLACKBOX HARMLESS FOR ANY DAMAGES RESULTING FROM BLACKBOX’S EXERCISE OF ITS RIGHT TO DISABLE OR DENY ACCESS TO USE THE BBTR SYSTEM.

The rights granted to BBTR to sublicense the BBTR System shall immediately terminate and BBTR shall discontinue all promotion, marketing, sublicensing, sales or other activities hereunder, except that BBTR shall continue to provide licensing with respect to BBTR System that have been ordered, and/or have been purchased by BBTR Sublicensees pursuant to the BBTR Sublicenses prior to the effective date of termination until such time as such BBTR Sublicenses terminate.

BBTR Exchange Data. BBTR shall be solely responsible for making arrangements for the acquisition of and continued access to all necessary BBTR Exchange Data necessary for utilization of the BBTR System and the timely payment of all applicable Exchange Fees required for the operation, maintenance and use of the BBTR System. BBTR Exchange Data shall be made available for utilization by the BBTR System in the format and meeting the specifications prescribed by Blackbox. All such Exchange Fees shall be paid upon the terms and as required by the provider of the data for each of the BBTR Exchanges.

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