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Exhibit A
Product & Services Information

Hardware, Software, and Connectivity
ShopperTrak’s patented Orbit™ technology combines more than 10 years of research and development to provide cost effective, accurate traffic counting systems.

Each Orbit sensor analyzes the movement within its field of view. Each shopper is tracked inbound and outbound and a count is detected by the Orbit device and stored in the on-board memory as an enter or exit. No video is captured during normal daily operation. Orbit devices can be scheduled to capture short video recordings for quality control or service call purposes. Connectivity for data capture and system management will be through a ShopperTrak standard IP solution.

Environmental requirements for Orbit sensors are as follows:
Humidity 10%-90% non-Condensing
Free of excessive dust
Temperature 00-500 C
Certification: FCC Class B, CE, RoHS

System Management Services (SMS)
SMS contains comprehensive set of services to ensure accurate, complete, and on-time data delivery. It eliminates the need for an IT support organization for the System. At approximately midnight at each site, ShopperTrak collects traffic from each store and processes it per the Data Management elements below. Afterward, all stores are aggregated together into a single file and made available the next morning. SMS is comprised of the following data management and System support elements:

Data Management, including: System Support per ShopperTrak’s standard Service and Support Policy, including:
  • Daily Traffic Collection
  • Traffic Data Warehouse
  • Daily Traffic Audit
    • Store Reporting-In Monitoring
    • Closed Loop Edit (enter/exit variance)
    • Data Exception Edit (variance vs. baseline)
    • Missing Data Edit (5-minute increment)
    • Data Estimation (imputation)
  • Daily traffic file extract via sFTP
  • Daily Proactive Diagnostic Analysis
  • Remote Orbit Configuration
  • Remote Orbit Problem Resolution
  • Digital Video Recordings
  • Site Specification Warehouse
  • Site Configuration Warehouse
  • 95% Data Accuracy Warranty for an Orbit 5® System
  • Level 1 Support Center – Phone resolution
  • Level 2 Support Center – Onsite resolution
  • 5-year Extended Warranty

ShopperTrak Insights

This is a software as a service (SaaS) platform component of System Management Services which supplies customers with fast, convenient access to their key business data (traffic, sales and labor). Accessible via website, mobile web, API or mobile application, customers can review critical performance indicators from geographically diverse locations and multiple data sources. Training for ShopperTrak Insights will include softcopy documentation and training via a WebEx session.

Benefits:
 Delivers accurate, reliable data daily through multiple channels
 Integrates sales, traffic and labor data with analysis and reporting tools
 Allows improved benchmarking of sales, marketing and labor plans based on data and analysis
 Provides cost effective view of missed opportunity vs. bottom line (e.g., the relationship between traffic & conversion, as well as conversion & labor)
 This ‘best of’ system combines an ad hoc toolkit with predefined business reports

Key Features:
 Predefined reports are available to quickly identify performers and uncover opportunities (hourly, daily, what if, etc.)
 Ability to share reports & knowledge throughout the organization easily via email
 Insights is readily available to users at all levels of an organization from corporate to site managers
 Ability to control confidentiality/security of data at varying levels of the organization
 Data is easily exported to Excel to allow further flexibility
 Flexible reporting of time periods
 Supports multiple predefined hierarchies
 Supports multiple corporate calendars

Exhibit B
New Balance 2018 Pricing

The pricing listed below is offered for an order of at least 1 site to be installed in 2018 and is valid only if this Agreement is executed and returned to ShopperTrak within 30 days, on or before December 1, 2018.

Orbit bundle includes: One Orbit device, communication device, cable kits, mounting hardware, site survey, standard installation, and configuration.

Price
Service fees: † Data Analytics Bundle (per Orbit Device per Month) $ 195.00

Flush Mount Enclosure, including installation (if desired) $ 155.00
>15k sq. ft. site footprint cabling surcharge (per Orbit): $ 180.00
Optional fees: Non-standard installation conditions: Quoted
Optional components: Quoted

*Three year contract term required.

† Data Analytics Bundle = Combined package of System Management Services (SMS), ShopperTrak Insights SaaS reporting services (Insights)

While rare, additional optional components or services may be required for a successful implementation. In those instances, fees for the additional components or services will be quoted and prior approval will be required from the Customer before that implementation can proceed.

Pricing above assumes standard retail installation environments of drop tile ceilings, 12 ft. high ceilings, no lifts or conduit required, union labor not required, no early or late day installations and no custom cabling requirements. Additional installation charges could be applied if abnormal or non-standard situations occur including, but not limited to: international or remote locations, required lifts, long cable runs, required conduit, special building codes, hard ceilings, unusual door openings or other construction issues that prevent direct cabling from the front door to the manager’s office or phone closet.

All prices are shown in US Dollars (USD).

Exhibit C
Statement of Limited Warranty

I. Definitions.
Capitalized terms used without definitions in this Statement of Limited Warranty (this “Statement”) have the meanings provided in the Purchase & Services Agreement to which this Warranty Statement is attached as an Exhibit.

II. Limited Warranty.
Subject to the terms and conditions provided in this Statement, ShopperTrak warrants that, with respect to each Customer Site:

2.1 the System, installation of the System and the Services will be free from material defects in material and workmanship under normal use for the period ending 12 months after completion of the installation at such Customer Site or (if longer) for the period during which ShopperTrak is providing extended warranty services to Customer.

2.2 the System installed at such Customer Site will perform in conformance with ShopperTrak’s Data Accuracy Standard (defined in the Service Policy attached hereto as Exhibit D and incorporated herein by this reference) for the period ending 90 days after delivery or installation or (if longer) for the period during which ShopperTrak is providing extended warranty services to Customer.

An extension of the Limited Warranty (Extended Warranty Services) is included with System Management Services (SMS) for 5 years from the date of installation at Customer Site, provided Customer has paid the SMS fees for the System, on an ongoing basis, from the date of installation. After 5 years from the date of installation, the Extended Warranty Services are excluded from SMS; continuation of the Extended Warranty Services after 5 years may be available for an additional charge.

III. Remedies.
Customer’s sole remedies, and ShopperTrak’s sole obligations, under this Warranty are as follows: (i) repair or replacement, at ShopperTrak’s election, of defective System components, (ii) re-performance of defective installation or (iii) correction of any non-conformance with the Data Accuracy Standard as defined in Exhibit D. In the event ShopperTrak fails to provide any required repair or replacement of a defective component within a reasonable time, ShopperTrak shall refund amounts paid for such defective component. ShopperTrak’s obligations are subject to Section IV (Procedures) stated below.

IV. Procedures.
ShopperTrak’s obligations under this Warranty are subject to compliance by Customer with the following procedures:

4.1 In the event of a warranty claim, Customer shall submit a Service Request in accordance with the Service Policy set forth in Exhibit D below, within 30 days after Customer becomes aware of the basis for a claim.

4.2 If requested by ShopperTrak, Customer shall perform one or more of the Level I Support activities described in the Service Policy to verify and diagnose a System defect.

4.3 As necessary to repair or replace defective System components, Customer shall (i) allow access to the defective component; (ii) provide limited assistance including, without limitation, plugging in power or phone lines and rebooting systems; (iii) accept shipments of replacement components; and (iv) perform reasonable disconnecting of the defective components, connecting replacement products and shipping of the defective components to ShopperTrak in postage-paid containers provided by ShopperTrak.

V. Limitations and Exclusions
5.1 EXCEPT FOR THOSE WARRANTIES SET FORTH IN THIS STATEMENT, SHOPPERTRAK MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OF ERROR-FREE OR UNINTERRUPTED USE.

5.2 ShopperTrak shall not be responsible for defects or conditions caused by (i) any acts of negligence by Customer or any third party; (ii) any failure by Customer to perform its obligations including the provision of persistent power to the equipment; (iii) any use of the System by Customer for which they are not designed or intended; (iv) any modification, addition or alteration to the System without ShopperTrak’s prior written approval; (v) harmful System environments such as outdoor installations, excessive moisture or excessive dust; or (vi) any casualty event or act of god.

Exhibit D
Service & Support Policy

ShopperTrak’s Service & Support Policy (“Service Policy”) is designed to provide prompt, efficient and cost-effective service and support through cooperative efforts of ShopperTrak and its Customers for the ShopperTrak managed service. ShopperTrak’s troubleshooting guides are available from ShopperTrak upon request.Telephone: 866-787-4125 E-mail: techsupport@ShopperTrak.com Website: www.ShopperTrak.com

ARTICLE I: Level I Support & Service

1.1. Level I activities are designed to diagnose and correct those problems that can be addressed without dispatching a ShopperTrak-certified technician or using additional equipment. Level I activities are performed by (i) Customers following the ShopperTrak troubleshooting guide, (ii) Customers with telephone coaching from ShopperTrak support personnel or (iii) ShopperTrak.

1.2. As described in more detail in the ShopperTrak troubleshooting guide, Level I activities are principally:
1.2.1. Verify power.
1.2.2. Verify communications.
1.2.3. Recycle power to the System.
1.2.4. Verify that all Orbit devices are level, have not been tampered with and are unmoved from their original installed position, and the lens are not blocked.
1.2.5. Verify there are no displays, tables, decorations or other obstructions in the crop box area.
1.2.6. Verify cables are secure for the system.
1.2.7. Verify all Orbit devices’ LED test, when applicable.
1.2.8. Re-test host software, when applicable.

Incomplete performance of Level I activities by Customer may result in a minimum service charge or other charges.

ARTICLE II: Level II Support & Service

2.1 Level II activities are designed to diagnose and correct those problems that continue after completion of Level I activities. Level II activities are performed principally by ShopperTrak support personnel (remotely) or by ShopperTrak-certified technicians (on-site), but in some cases Customers perform some of these activities as directed by ShopperTrak support personnel utilizing the ShopperTrak troubleshooting guide.

2.2 Level II activities are initiated through a submission of a Service Request in accordance with Article III. ShopperTrak automatically initiates most Level I and II activities for Customers.

2.3 Level II activities are principally:
2.3.1. Traffic Data review, for Data Accuracy.
2.3.2. Review of Level I activities (optional).
2.3.3. Dispatch ShopperTrak-certified technician, as necessary.
2.3.4. Ship System components based upon preliminary diagnosis, as necessary.
2.3.5. Have a ShopperTrak-certified technician perform extensive problem and cause determination, based upon ShopperTrak’s direction of Level II troubleshooting guide.
2.3.6. Repair and/or replace System components, as necessary, including cables, communications equipment, Orbit devices, etc.
2.3.7. Conduct extensive accuracy test or re-certify system accuracy, as required.

ARTICLE III: Service Request Procedures & Customer Responsibilities

3.1 For a Service Request, Customer should notify the ShopperTrak Support Services group by submitting e-mail techsupport@shoppertrak.com, logging onto our website at www.shoppertrak.com or phoning 1-866-787-4125. Submission of a Service Request must contain the following Service Request Documentation:
3.1.1. Customer name.
3.1.2. Site ID (including address)
3.1.3. Site contact information.
3.1.4. Problem description, including entrance experiencing problem.
3.1.5. Customer work authorization number.

3.2. Incomplete or inaccurate Service Request Documentation may impact the performance of or may delay Level II activities and may result in a minimum service charge or other charges.

3.3. In addition to providing the Service Request Documentation, Customer may be requested to take one or more of the following actions in order to facilitate ShopperTrak’s provision of service:
3.3.1. Allow access to ShopperTrak System at Customer’s Site.
3.3.2. Accept shipment of replacement components.
3.3.3. Disconnect defective components and connect replacement components.
3.3.4. Provide limited assistance, such as plugging in power or phone lines and rebooting systems.
3.3.5. Ship replaced components to ShopperTrak in postage-paid containers provided by ShopperTrak.

3.4 Customer is responsible for providing ShopperTrak with written notice within a reasonable time frame for any upcoming IT, network or connectivity changes that could impact the System including, but not limited to: IP address changes, internet change, telecom service changes, etc. If such changes require additional services from ShopperTrak, fees for such services will be quoted and Customer’s written approval will be required before the additional services will be provided.

ARTICLE IV: Response Standards

4.1 ShopperTrak will respond to each Service Request in the following manner, provided the Customer Site uses one of ShopperTrak’s standard connectivity methods. Modem connectivity requires longer response times.
4.1.1. E-mail acknowledgement the same day of a complete Service Request. ShopperTrak may request clarification on incomplete or inaccurate Service Request Documentation which may impact response time.
4.1.2. E-mail notification of ShopperTrak recommended action within two business days, including confirmation of on-site date for Service Call by ShopperTrak-certified technician, as applicable.
4.1.3. Dispatch, when required, ShopperTrak-certified technician to site, within three business days of notice under 4.1.2.
4.1.4. Ship, when required (based solely on ShopperTrak’s diagnosis and discretion), parts which may be required for replacement, within three business days of notice under 4.1.2.

ARTICLE V: Data Accuracy Standard

ShopperTrak guarantees greater than 95% accuracy against real (physical) traffic entering and exiting a store. The Data Accuracy Standard for the ShopperTrak managed service provides for the total number of enters and exits counted by the system in Customer’s properly monitored Sites to be within 5% of the real (physical) traffic. Accuracy is measured by the difference between manually counting multiple video segments taken from a store and comparing it to the counts produced by the managed service. Video segments must be of appropriate time and quantity to qualify for validation.

For purposes of the Data Accuracy Standard, a Customer Site is “properly monitored” if all its entrances and exits used by customers are monitored and managed by ShopperTrak’s managed service. If in ShopperTrak’s judgment a Customer Site is not properly monitored, ShopperTrak may adjust the Data Accuracy Standard or determine that the Data Accuracy Standard does not apply. In measurement of compliance with the Data Accuracy Standard, ShopperTrak reserves the right to define business days, exits and enters. This Data Accuracy Standard does not apply to Real-Time Traffic, which is not managed by ShopperTrak’s SMS service (Real-Time Traffic is excluded from this Article V).

ShopperTrak’s Data Accuracy may be impacted by store layout changes, fixture changes, and other changes that occur within the monitoring areas. As such, if Customer makes a change within a monitoring area that impacts the accuracy of the System, Customer may be responsible for paying ShopperTrak’s standard re-configuration charge (currently $300.00). Some limited locations (such as those outdoors, with shadows or low lighting conditions) will be excluded from the Data Accuracy Standard.

ARTICLE VI: Prices and Payments

Prices and payment terms for service and support not provided under warranty are at ShopperTrak standard prices and terms.

ARTICLE VII: Definitions

7.1 Service Call is defined as all ShopperTrak Level I & Level II activities in response to a single Service Request.

7.2 Other capitalized terms are defined in ShopperTrak’s Purchase & Services Agreement.