TERMS OF USE

THIS DOCUMENT SETS FORTH THE TERMS OF USE (“TERMS OF USE”) FOR SPECKTION LLC

(“SPECKTION LLC”, “COMPANY”, “WE” OR “OUR”) WEBSITE WWW.SPECKTION.COM (“SITE”). PLEASE READ THESE TERMS OF USE CAREFULLY. BY USING THE SITE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE, INCLUDING THE BINDING ARBITRATION PROVISIONS IN SECTION 15, AND YOU ACKNOWLEDGE THAT YOU ARE A LEGAL ADULT AGE 18 OR OLDER. IF YOU DO NOT AGREE TO THESE TERMS OF USE, OR IF YOU ARE NOT A LEGAL ADULT AGE 18 OR OLDER, DO NOT USE THE SITE IN ANY MANNER.

Description of Site; Changes. “Site” encompasses this website, including all of its content and policies, and any modifications, updates, enhancements, revisions, new features and/or the addition of any new web properties. SPECKTION LLC reserves the right to change the Site, including these Terms of Use, at any time at its sole discretion and without prior notice. All Terms of Use changes will be posted on the Site and are effective immediately. Consequently, SPECKTION LLC recommends that you visit and review these Terms of Use frequently. The last date on which these Terms of Use has been updated in noted below.

‍Services Offered.
‍2.1. Description. SPECKTION LLC provides, among other things described on the Site, vehicle inspection reports, used car searching services and various other vehicle related products and/or services. Some of these services are provided by SPECKTION LLC, while others are provided by unrelated third parties (“Third Parties”). SPECKTION LLC does not charge any fees for your access to the Site; however SPECKTION LLC and the Third Parties may charge fees for your use of certain of SPECKTION LLC'S or the Third Parties’ products and/or services that may be made available to you through the Site. Your purchase of any such products and/or services shall be subject to a separate agreement between you and SPECKTION LLC or between you and a Third Party (each, a “Separate Agreement”). Notwithstanding anything to the contrary contained herein, if you are a party to a Separate Agreement with SPECKTION LLC or any Third Party, in the event of a conflict between any of the terms and/or provisions of these Terms of Use and any Separate Agreement, the terms and provisions of the Separate Agreement shall control. Furthermore, SPECKTION LLC is not a party to any Separate Agreement that you may enter into with a Third Party.

‍2.2. Not Recommendations. Any listing of Third Parties on the Site, and/or your ability to “click through” to another website from the Site, and/or the forwarding of any self-reported information that you provide to the Site to a Third Party, does not constitute a referral or recommendation by SPECKTION LLC. You may choose to use or not to use the information contained on the Site and/or the products and/or services provided by the Site and/or any Third Party. SPECKTION LLC does not recommend, advise, or prefer that you use any particular Third Party. Any Third Party that contacts you is solely responsible for its products and/or services to you, and you agree that SPECKTION LLC shall not be liable for any damages or costs of any type arising out of or in any way connected with your use or purchase of any Third Party’s products and/services or any act or failure to act of any Third Party. Furthermore, SPECKTION LLC does not guarantee that the terms or rates offered and/or made available to you by SPECKTION LLC or any Third Party will be the best or lowest terms or rates available in the market.

‍2.3. Information Forwarding. In the course of using the Site, you may elect to enter certain self-reported information, including personal information. You agree to provide SPECKTION LLC with correct information, and to promptly provide SPECKTION LLC with updates to such information as may be necessary or appropriate. You authorize SPECKTION LLC to forward your self-reported information to one or more Third Parties and to one or more call centers (as further described in Section 2.4 below). You also authorize SPECKTION LLC to use your self-reported information in the manner described in SPECKTION LLC Privacy Policy. You understand and agree that any Third Party that receives your self-reported information may keep and use that information, whether or not you complete a transaction with the Third Party.

‍2.4. Manner of Contacting You. By providing self-reported information on the Site, you agree that SPECKTION LLC or a Third Party may contact you by telephone. You further agree that, prior to being contacted by SPECKTION LLC or a Third Party, you may be contacted by telephone by a call center that may, among other things, verify your self-reported information and confirm your interest in speaking with SPECKTION LLC or a Third Party. By providing your self-reported information on the Site: YOU ARE PROVIDING YOUR EXPRESS CONSENT TO RECEIVE TELEPHONE CALLS FROM THE CALL CENTERS, SPECKTION LLC AND THE THIRD PARTIES FOR THE PURPOSES DESCRIBED HEREIN. DO NOT SUBMIT YOUR SELF-REPORTED INFORMATION IF YOU DO NOT CONSENT TO BEING CALLED BY A CALL CENTER, SPECKTION LLC AND/OR BY ONE OR MORE THIRD PARTIES.

‍2.5. Site Not an Offer. Nothing in the Site constitutes an offer, promise or otherwise, either to make a specific service or product available to you or that any Third Party will make any service or product available to you. Please be aware that certain services or products may only be provided to residents of states where SPECKTION LLC or a Third Party is licensed and/or authorized to make such services or product available. By acquiring your information through the Site, SPECKTION LLC and the Third Parties are not attempting to sell services and/or products outside their authorized states or country.

Site Ownership. The Site, including all text, logos or graphic images appearing therein, is protected by copyright, trademark, patent, trade secret and other laws. The Site and all Site content is the property of SPECKTION LLC and/or third party licensors and all right, title and interest in the Site shall remain with such persons. You may not download and/or save a copy of any of the Site screens for any purpose; provided, however, you may print a copy of the information on the Site for your personal records. Nothing in these Terms of Use transfers any rights to you or any other person or entity except as expressly set forth herein. If you make other use of the Site, except as otherwise provided above, you may violate copyright and other laws of the United States and other countries, as well as applicable state laws, and you may be subject to penalties and/or damages.

‍Hyperlinks.
‍4.1. Not Endorsements. A link from the Site to a non-SPECKTION LLC website does not mean that SPECKTION LLC endorses or accepts any responsibility for the content, functioning or use of such website, and you enter any such website at your own risk. It is your responsibility to take precautions to ensure that whatever websites or other online materials that you select for use are free of viruses and other items of a destructive nature. SPECKTION LLC expressly disclaims any liability related to such sites.
‍4.2. Unauthorized Links. SPECKTION LLC prohibits unauthorized hypertext links to the Site or the framing of any content available through the Site. SPECKTION LLC reserves the right to disable any unauthorized links or frames.

Site Use Restrictions. The Site is for your personal use only. You will not (i) post on or transmit to the Site any false, defamatory, libelous, obscene, pornographic, profane, threatening, or unlawful materials or any materials that could constitute or encourage conduct that would be considered a criminal offense or give rise to civil liability, whether under statute, common law or equitable principles, or otherwise violate any law; (ii) modify, distribute, transmit, perform, mirror, publish, create derivative works from, transfer, sell, lease, rent, sublicense, loan, share, give away or donate any information obtained from the Site; (iii) except as expressly permitted herein, copy, display or reproduce any information obtained from the Site; or (iv) use the Site in any manner that violates any applicable laws, regulations, orders or other restrictions.

‍Privacy. Please see SPECKTION LLC’s Privacy Policy. By using the Site, you consent to SPECKTION LLC’s use and disclosure of information about you in accordance with the Privacy Policy without any further notice or any liability to you or any other person or entity.

‍Use Monitoring. SPECKTION LLC is not obligated to monitor your or any other user’s use of the Site; such responsibility rests solely with you. SPECKTION LLC reserves the right to monitor your use of the Site and to restrict or terminate your use of the Site or modify or remove any information found on the Site for any reason or no reason in SPECKTION LLC’s sole judgment.

‍Termination; Violation of Terms of Use. SPECKTION LLC reserves the right to terminate at any time, at its sole discretion, the Site, your use of the Site, and/or your use of SPECKTION LLC’s services, including without limitation for violation of these Terms of Use. Additionally, SPECKTION LLC reserves the right to seek all remedies available for violation of these Terms of Use, including the right to block access from a particular Internet address to the Site.

‍Password. In using the Site, you may be assigned a password. You are responsible for maintaining the security of your password. SPECKTION LLC is not liable for any loss that you may suffer through the use of your password by others. You shall notify SPECKTION LLC immediately of any unauthorized use of your account or of any other breach of security known to you with respect to the Site.

‍Feedback. To the extent permitted by applicable law, by sending any comments or materials (collectively “Feedback”) to SPECKTION LLC, including without limitation questions, submissions, suggestions, ideas, postings, comments or the like, or posting Feedback to the Site, you grant SPECKTION LLC a perpetual, non-revocable, transferable, unrestricted, non-exclusive, absolute, royalty-free, worldwide license to use the Feedback in any format or media now or hereafter known. SPECKTION LLC shall have no obligation of any kind with respect to such Feedback and shall be free to modify, copy, perform, publish, transmit, reproduce, use, exhibit, disclose, display, transform, create derivative works, distribute the Feedback to others and otherwise exploit the Feedback without limitation, in whole or in part, alone or in conjunction with other materials, as well as the right to attempt to do so or permit others to do so or attempt to do so, all without attribution. Further, SPECKTION LLC shall be free to use any ideas, concepts, know-how or techniques contained in such Feedback for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products and/or services incorporating any Feedback.

‍Notices and Procedure for Making Claims of Copyright Infringement. SPECKTION LLC will investigate notices of copyright infringement and take appropriate actions under the Digital Millennium Copyright Act, 17 U.S.C. § 512(c)(2) (“DMCA”). Written notification of claimed copyright infringement should be submitted to SPECKTION LLC’s designated agent using the following contact information: Damon, SPECKTION LLC; (772) 774-7978; damon@specktion.com.

‍Representation and Warranty Disclaimer. THE SITE AND ALL INFORMATION ON THE SITE, INCLUDING WITHOUT LIMITATION TEXT, IMAGES, AND LINKS, AND THE INFORMATION ON ANY WEBSITES, WHETHER AFFILIATED OR UNAFFILIATED WITH SPECKTION LLC, WHICH YOU MAY VISIT THROUGH THE SITE, IS PROVIDED “AS IS” BY SPECKTION LLC AS A CONVENIENCE TO ALL USERS, WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND TO YOU OR ANY OTHER PERSON OR ENTITY, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES (I) OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (II) OF INFORMATIONAL CONTENT OR ACCURACY; (III) OF NON-INFRINGEMENT; (IV) OF QUIET ENJOYMENT; (V) OF TITLE; (VI) THAT THE SITE WILL OPERATE ERROR FREE, OR IN AN UNINTERRUPTED FASHION; (VII) THAT ANY DEFECTS OR ERRORS IN THE SITE WILL BE CORRECTED; (VIII) THAT ALL PRODUCTS AND SERVICES OFFERED BY SPECKTION LLC OR THIRD PARTIES WILL BE AVAILABLE IN ALL MARKETS; OR (IX) THAT THE SITE IS COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE PLATFORM. EFFORTS BY SPECKTION LLC TO MODIFY THE SITE SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS. IN THE EVENT YOUR JURISDICTION DOES NOT ALLOW OR LIMITS THE EXCLUSION OF WARRANTIES, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

‍Limitation of Liability. SPECKTION LLC, ITS STOCKHOLDERS, MEMBERS, PARTNERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, ASSIGNS AND CONTENT AND SERVICE PROVIDERS (INDIVIDUALLY, A “SPECKTION LLC INDEMNIFIED PARTY” AND COLLECTIVELY, THE “913047
INDEMNIFIED PARTIES”) SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS OF PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS, OR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNATIVE DAMAGES OF ANY KIND WHATSOEVER, WHETHER UNDER THESE TERMS OF USE; AS A RESULT OF THE USE OF THE SITE AND/OR THE SERVICES AND/OR PRODUCTS THAT MAY BE PROVIDED TO YOU BY SPECKTION LLC OR A THIRD PARTY IN CONNECTION WITH THE SITE, UNDER STATUTE, REGULATION, COMMON LAW PRECEDENT OR DOCTRINE, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY SUCH LOSSES ARISING OUT OF THE UNAUTHORIZED ACCESS TO YOUR PERSONAL INFORMATION, EVEN IF A SPECKTION LLC INDEMNIFIED PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND/OR WAS NEGLIGENT. THE PROVISIONS OF THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, DAMAGE, CLAIM, LIABILITY, COST, EXPENSE OR LOSS, WHETHER IN CONTRACT, STATUTE, TORT OR OTHERWISE. IN JURISDICTIONS THAT PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY, LIABILITY HEREUNDER IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

‍Indemnification. To the extent permitted by applicable law, you will indemnify, defend and hold harmless each SPECKTION LLC Indemnified Party from and against (and will pay upon demand each such SPECKTION LLC Indemnified Party the amount of) any and all claims, losses, liabilities, suits, costs (including costs of investigation and defense), damages and expenses (including attorneys’ fees) made, suffered or incurred by any such SPECKTION LLC Indemnified Party that results from, arises out of, relates to or is caused by any breach by you of any covenant, representation or warranty contained in these Terms of Use and/or your use of the Site. In connection with any suit, action or proceeding that may give rise to an obligation of you to indemnify a SPECKTION LLC Indemnified Party as set forth above, SPECKTION LLC shall have the exclusive right, at its option, to defend, compromise and/or settle the suit, action or proceeding, and you shall be bound by the determination of any suit, action or proceeding so defended or any compromise or settlement so effected. The remedies provided in this section are not exclusive of and do not limit any other remedies that may be available to SPECKTION LLC or any other party to be indemnified pursuant to this section.

15.1. Arbitration. You and SPECKTION LLC each agree to submit to binding arbitration in the event of a dispute, controversy or claim (each, a “Claim”) arising out of or in connection with these Terms of Use, the Privacy Policy, your or SPECKTION LLC’s rights and obligations under these Terms of Use or the Privacy Policy, the Site, the use of the Site, and/or the services and/or products that may be provided by or through or in connection with the Site. The arbitration will be held in Maryland before one arbitrator on an individual basis and not as a class action. You expressly waive any right you may have to arbitrate a dispute as a class action. You also expressly waive your right to a jury trial. You may select one of the following arbitration organizations and its applicable rules: the National Arbitration Forum, Box 50191, Minneapolis, MN 55405-0191 (www.arb-forum.com), or JAMS, Two Embarcadero Center Suite 1100 San Francisco, CA 94111 (www.jamsadr.com). If you fail to select an arbitration organization within 30 days after notice from SPECKTION LLC, SPECKTION LLC may select the organization. You may obtain a copy of the rules of each organization by contacting the organization. In the event that any Claim cannot be submitted to binding arbitration pursuant to the rules of any such organization, such event shall not affect the enforceability of this clause so long as the Claim may be submitted to binding arbitration with the other organization. You and SPECKTION LLC shall agree on one arbitrator to conduct the arbitration and the arbitrator shall be selected pursuant to the applicable rules. Each party shall be responsible for its own attorney, expert and other fees, unless such fees are awarded by the arbitrator to the prevailing party. Notwithstanding anything to the contrary in this Section, to the extent you have in any manner violated or threatened to violate SPECKTION LLC’S intellectual property rights, SPECKTION LLC may seek injunctive or other appropriate relief in any state or federal court in the State of Maryland, and you consent to exclusive jurisdiction and venue in such courts.

‍15.2. Arbitration Final. The arbitrator’s award is final and binding on all parties. The Federal Arbitration Act (9 U.S.C. §1 et seq.), and not any state law concerning arbitration, governs all arbitration under this clause. Any court having jurisdiction may enter judgment on the arbitrator’s award. If any part of this clause, other than waivers of class action rights, is deemed or found to be unenforceable for any reason, the remainder shall remain enforceable. Notwithstanding anything to the contrary contained herein, if the waiver of class action rights contained herein is not enforceable as to any person or persons, the provisions of Section 17 of these Terms of Use shall apply to such person or persons only, and all other persons shall continue to be governed by the Arbitration Clause.

‍15.3. No Class Action. These Terms of Use provide that all Claims will be resolved by binding arbitration and not in court or by jury trial. BECAUSE THE ARBITRATION WILL BE ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ACTION, YOU WILL NOT HAVE THE RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST SPECKTION LLC INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. WITHOUT LIMITATION, THIS MEANS THAT YOU WILL NOT HAVE THE RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION AS SET FORTH IN ANY STATE STATUTE.

‍California Waiver. If you are a California resident, to the extent permitted by California law, you waive California Civil Code Section 1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor” as well as any other unknown claims under California Civil Code Section 1542 or any statute or common law principle of similar effect.

‍Jurisdiction and Venue. TO THE EXTENT A CLAIM IS NOT GOVERNED BY THE ARBITRATION CLAUSE, EXCLUSIVE JURISDICTION FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE, THE PRIVACY POLICY, YOUR OR SPECKTION LLC’S RIGHTS AND OBLIGATIONS UNDER THESE TERMS OF USE OR THE PRIVACY POLICY, THE SITE, THE USE OF THE SITE, AND/OR THE SERVICES AND/OR PRODUCTS THAT MAY BE PROVIDED BY OR THROUGH OR IN CONNECTION WITH THE SITE SHALL BE THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND – NORTHERN DIVISION, LOCATED IN BALTIMORE COUNTY, MARYLAND OR, IF FEDERAL JURISDICTION IS NOT AVAILABLE, IN THE APPROPRIATE COURT OF THE STATE OF MARYLAND THAT IS LOCATED IN BALTIMORE COUNTY, MARYLAND; PROVIDED, HOWEVER, THAT IN THE EVENT TEXASFIRSAUTOINSPECTIONS IS SUED OR JOINED BY ANOTHER PERSON OR ENTITY IN ANY OTHER COURT OR IN ANY OTHER FORUM IN RESPECT OF ANY MATTER WHICH MAY GIVE RISE TO A CLAIM BY SPECKTION LLC HEREUNDER, YOU CONSENT TO THE JURISDICTION OF SUCH COURT OR FORUM OVER ANY CLAIM WHICH MAY BE ASSERTED BY SPECKTION LLC THEREIN. YOU IRREVOCABLY CONSENT TO THE EXERCISE OF PERSONAL JURISDICTION BY SUCH COURTS IN ANY SUCH ACTION. IN ADDITION, AND NOTWITHSTANDING THE FOREGOING, YOU IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT YOU MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. FINAL JUDGMENT IN ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON YOU AND MAY BE ENFORCED IN ANY COURT IN WHICH YOU ARE SUBJECT TO JURISDICTION BY A SUIT UPON SUCH JUDGMENT.

‍Waiver of Trial By Jury. TO THE EXTENT A CLAIM IS NOT GOVERNED BY THE ARBITRATION CLAUSE, SPECKTION LLC AND YOU EACH HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY COURT AND IN ANY SUIT, ACTION OR PROCEEDING, WHETHER IN TORT, CONTRACT OR OTHERWISE, IN WHICH ANY SUCH PARTY IS A PARTY, AS TO ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE, THE PRIVACY POLICY, YOUR OR SPECKTION LLC’S RIGHTS AND OBLIGATIONS UNDER THESE TERMS OF USE OR THE PRIVACY POLICY, THE SITE, THE USE OF THE SITE, AND/OR THE SERVICES AND/OR PRODUCTS THAT MAY BE PROVIDED BY OR THROUGH OR IN CONNECTION WITH THE SITE.

‍Viewing Outside the United States. SPECKTION LLC makes no claims that the Site may be lawfully viewed, accessed or used outside the United States. Access or use of the Site may not be legal by certain persons or in certain countries. If you access or use the Site from outside of the United States, you do so at your own risk and you are responsible for compliance with the laws of your jurisdiction.

20.1. Severability. Except as otherwise expressly provided by these Terms of Use, if any provision of these Terms of Use shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If any provision of these Terms of Use is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed and enforced as so limited.

‍20.2. Waiver of Contractual Right. The failure of SPECKTION LLC to enforce any provision of these Terms of Use shall not be construed as a waiver or limitation of SPECKTION LLC’s right to subsequently enforce and compel strict compliance with that provision or any other provision of these Terms of Use.

‍20.3. Parties in Interest. These Terms of Use shall be binding upon, inure to the benefit of, and be enforceable by the parties to these Terms of Use and their respective successors, heirs, legatees, personal representatives and permitted assigns. No assignment, delegation or other conveyance of these Terms of Use or of any rights or obligations hereunder may be made by you (by operation of law or otherwise) without the prior written consent of SPECKTION LLC. SPECKTION LLC may assign its rights and obligations under these Terms of Use to any other party.

‍20.4. Headings. The headings and other captions in these Terms of Use are for convenience and reference only and shall not be used in interpreting, construing or enforcing any of the provisions of these Terms of Use. Common nouns and pronouns will be deemed to refer to the masculine, feminine, neuter, singular, and plural, as the context may require.

‍20.5. Entire Agreement. Subject to the terms of any Separate Agreement, these Terms of Use constitutes the entire agreement between you and SPECKTION LLC and they supersede all prior or contemporaneous communications, promises and proposals, whether oral, written or electronic, between you and SPECKTION LLC with respect to the Site, the use of the Site and/or the services and/or products that may be provided by or through or in connection with the Site. Notwithstanding anything to the contrary contained herein, if you are a party to a Separate Agreement with SPECKTION LLC or any Third Party, in the event of a conflict between any of the terms and/or provisions of these Terms of Use and any Separate Agreement, the terms and provisions of the Separate Agreement shall control.

‍20.6. Printed Terms of Use Admissible. A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in any proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

‍20.7. Governing Law. These terms of use shall be governed by and construed in accordance with the laws of the State of Maryland, excluding any law or conflicts of law principle that would apply the law of another jurisdiction. NOTWITHSTANDING THE FOREGOING, THE PARTIES EXPRESSLY OPT OUT OF THE MARYLAND UNIFORM COMPUTER TRANSACTIONS ACT (“MUCITA”) AS PERMITTED BY SECTION 22-104 OF MUCITA.