On Mark TT GPS Tracking Customer Service Agreement

ON MARK TT GPS TRACKING SERVICE AGREEMENT

This ON MARK TT GPS Tracking Service Agreement (the “Agreement”) is made and entered into by and ON MARK TT between ON MARK TT Enterprises Limited a Trinidad and Tobago registered company, and the customer identified in the Quotation, Invoice or Payment receipt which provides the customer account and incorporates by reference this Agreement (“Customer”).

WHEREAS Customer wishes to purchase Tracking Products and Services; and

WHEREAS the parties have come to agreement on a common set of terms pursuant to which ON MARK TT will provide Customer with Tracking Products and Services;

NOW, THEREFORE, the parties agree as follows: 1. DEFINITIONS.

1.1 Customer. “Customer” means the above person or business entity to whom the Service and/or software is licensed and to whom the Hardware is provided.

1.2Documentation. “Documentation” means that certain ON MARK TT proprietary documentation generally made available by ON MARK TT to its Customers for use with the Software.

1.3 Equipment. “Equipment” means the equipment in which the Hardware is installed such as a vehicle, truck, bulldozer, boa or other such equipment.

1.4 Fees. “Fees” means the applicable fees for Products, Services, Hardware and Software as set forth.

1.5 Hardware. “Hardware” means the Hardware provided or included with the Software, including, but not limited to, the Device Location Manager (“DLM”) Unit, antenna, and cabling.

1.6 Image. “Images” means the images contained in and produced by the ON MARK TT Services.

1.7 License. “License” means the license to use the Software. The License is granted pursuant to the provisions of this Agreement.

1.8 Order Form. “Order Form” means documentation of request or remittance for services including a quotation, an invoice, a receipt or a subscription.

1.9 Product. “Product” means the Software, Hardware, and Documentation made generally commercially available.

1.10 Services. “Services” means the ON MARK TT Vehicle Tracking Service including but not limited to the GPS web-based software (including all components and documentation)

1.11 Software. “Software” means the computer programs and other information provided to the Customer either on-line, on electronic media, or embedded firmware in the DLM.

1.12 Term of Service. “Term of Service” shall mean a period of time as defined by the active subscription.

1.13 Vehicle. “Vehicle” means the single vehicle(s) where the Hardware is installed.

1.14 Web User. “Web User” means a single Login/Password access to the ON MARK TT application that can be controlled by only one person.

2. USE OF PRODUCT: LICENSE.

2.1 License. Subject to the terms and conditions of this Agreement, and in consideration of Customer’s payment of all Fees, ON MARK TT grants to Customer (and Customer agrees to comply with) a non-sub licensable, non-transferable, non-exclusive, terminable, limited License for the Term of Service to use the Products and Services specified in the Order Form.

2.2 License Restrictions. In no event will Customer use or reproduce any Image via copy, screenshot, or image copy software for purposes of display on a public-facing website, brochure, or similar material without express written permission of ON MARK TT. Rights not expressly granted by this Agreement are reserved by ON MARK TT. Customer purchases a License to use only. ON MARK TT retains title to the Software and Documentation and any copies thereof, including the originals provided with this Agreement.

3. OWNERSHIP: RESTRICTED USE.

3.1 Intellectual Property Rights: Title. For purposes of this Agreement, “Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. Customer acknowledges that all right, title and interest, including without limitation all Intellectual Property Rights in and to the Service, remain in ON MARK TT and/or its third party licensors and suppliers, and that Customer shall not acquire any right, title, or interest in or to the Service, except as expressly set forth in this Agreement.

3.2 Restricted Use. Except as otherwise expressly provided in this Agreement, Customer has no right to transfer, sublicense or otherwise distribute the Product or Images, in whole or in part, to any third party. Customer agrees not to, or to allow others to: (i) adapt, alter, modify, decompile, translate, disassemble, or reverse engineer the Product or create any derivative works based on the Product, Documentation or any component thereof, including without limitation, the source code and any other underlying ideas or algorithms of the Software or Graphic User Interface; (ii) copy the Software or Documentation except as provided in Sections 2.1 and 4; (iii) use the Service for High Risk Activities as defined below; (iv) transfer, sublicense, loan, sell, lease or use for timesharing or service bureau purposes the Product or any component thereof; or (v) ship, divert, transship, transfer, export or re-export the Products or any component thereof into any country or use it in any manner prohibited by any export control laws, restrictions, or regulations. For the avoidance of doubt, nothing in this Agreement grants to Customer any rights whatsoever in or relating to the source code of the Software.

4. TRAINING & SUPPORT.

4.1 Technical Support Services (“TSS”). After installation ON MARK TT shall provide TSS for the Product and Services during the Customer’s Term of Service. All TSS shall be handled remotely by phone and email or at our office. ON MARK TT does not provide on-site TSS. TSS shall include: (i) Hardware installation guidance, consulting and troubleshooting; (ii) Software, specifically use of the GPS Platform; (iii) While ON MARK TT will perform best-effort TSS, Customer acknowledges that issues related to Customer’s: (i) mobile device hardware (ii) mobile device software, (iii) computer skills; (iv) internet connection; (v) network; and (vi) computer systems may cause TSS to be incomplete at no fault of ON MARK TT.

4.2 Training. ON MARK TT will provide one (1) remote user training session for the GPS Platform during ON MARK TT normal business hours. The session will use a remote desktop connection service such as Gotomeeting.com or SKYPE requiring the user to have a high-speed Internet serviceinordertoparticipateinthetrainingsession.Additionaltrainingsessionsmaybe purchased.

4.3 User Manual. ON MARK TT will provide an on-line user manual which the Customer may choose to refer to. This manual may be distributed for training purposes to all Customer employees.

4.4 Training Videos. ON MARK TT may provide training videos which the Customer may choose to review. These videos are the property of ON MARK TT and may not be used by the Customer, without express written consent from ON MARK TT, for purposes other than the training of customer employees.

4.5 Data Retention. The data sent by the DLM is considered property of the Customer, including messages, statuses, GPS location, speed, heading, sensor and all other transmissions as relates to the tracking and messaging of the Customer’s vehicle(s) or driver(s). ON MARK TT will store this data for use in the GPS Platform for 400 days. When a customer service is cancelled or deactivated, ONMARKTT will delete all data associated with this account. Once Customer data is deleted, there is no possibility of recovery of the data. The Customer should, at their own volition and expense, download and archive the data during the data retention period as needed.

5. PRICES/FEES.

5.1 All Product and Services pricing and descriptions are set forth in the Order Form i.e. quotation or invoice, etc.

5.2 Customer shall remit to ON MARK TT all fees stated on the Invoice, including fees associated with: (i) annual usage; (ii) setup; (iii) shipping and handling; (iv) hardware; (v) web user; (vi) taxes; (vii) service charge fees (viii) miscellaneous fees.

5.3 100% of the Hardware and Recurring fee are due in advance. Recurring fees are billed in advance beginning at the time the hardware is received or installed. Payment terms for recurring fees are net 15 days. If any fees are 15 days past due, ON MARK TT reserves the right to suspend service. Customer agrees to pay all costs and expenses of every kind for collection of past due amounts, including court costs and attorney fees.

6. COVERAGE.

6.1 GPS Monitoring. Customer acknowledges that although ON MARK TT conducts routine platform scans, ON MARK TT does not and will not actively monitor customer vehicles. By utilizing this service, the customer agrees to take full responsibility for actively and regularly monitoring their own vehicle/vehicles via the app from any mobile or desktop device.

6.2 GPS Coverage & Accuracy. The Global Positioning System is a constellation of satellites owned and operated by the United States Government. The accuracy of the location is generally accepted to be 100 meters; however, accuracy is typically better. ON MARK TT cannot guarantee the accuracy of the GPS location but uses best practices to determine and report the most accurate location available from the GPS receiver located in the DLM. Many factors, not under direct control of ON MARK TT, may affect the accuracy of the GPS location: (i) Location of DLM in the vehicle; (ii) signal blocking from surrounding terrain and buildings; (iii) signal disruption (jamming) from nearby government installations; (iv) interference due to a limited view of the GPS satellite constellation. Customer recognizes these factors and agrees to work with ON MARK TT to address any installation issues that might affect the performance of the DLM.

6.3 Stolen Vehicle Recovery. Customer understands that vehicle recovery does not include retrieval and the service applies only to vehicles deemed as stolen as per acquired corresponding police report and excludes any vehicles involved in domestic disputes or disagreements and private rental arrangements as the risk of device tampering is increased when vehicle owner is not the sole driver. Customer recognizes that this service of two (2) recoveries per vehicle per year is facilitated by a third party security firm as an addition to the GPS tracking service. This service is not an incorporated cost of the annual subscription fee and therefore is a cost covered by ON MARK TT. As such, ON MARK TT reserves the right to refuse to facilitate this service per ON MARK TT’s discretion in which case the customer can secure bailiff services at a cost incurred by the customer. Customer also acknowledges that this is an optional service offered in addition to and not instead of local law enforcement and is in no way a guarantee. Customer therefore agrees that ON MARK TT shall not be held responsible or liable for any loss of or damage to person, vehicle or property.

7. LIMITED WARRANTY AND LIABILITY.

7.1 Wireless Service; Usability. ON MARK TT will use to select best cellular/satellite network based on coverage and affordability. Customer agrees that the Service will only function in real time when the vehicle is within the operating range of the selected wireless network. ON MARK TT provides no warranty as to the availability of coverage of the selected wireless network. Customer acknowledges and agrees that the functionality of the Service is dependent upon and subject to the wireless transmission interruptions and limitations. Regarding pure satellite Service, the customer acknowledges that the Service will not function when not in direct line-of-sight view of the host receiving satellite.

7.2 Limited Software Warranty. ON MARK TT warrants that if the Software fails to substantially conform to the specification in the Documentation, and if the nonconformity is reported in writing to ON MARK TT within 180 days of the purchase of this License, then ON MARK TT will, at its sole discretion, either remedy the nonconformity, or refund an amount equivalent to Customer’s last three (3) months of recurring monthly fees. In the event of a refund, the License shall terminate. Except for the foregoing Limited Warranty, ON MARK TT makes no warranty or representation relating to the software, the documentation or this agreement. ON MARK TT does no warranty that the software will meet customer’s requirements or that the software is without defects or error.

7.3 Limited Hardware Warranty. ON MARK TT warrants the Hardware for a period of one (1) year except where stated otherwise, beginning from the date of the Order Form. Provided that in the event of a Hardware failure, ON MARK TT shall repair or replace the same, per ON MARK TT’s discretion. Replacement Hardware may be the same product or a different product, per ON MARK TT’s discretion. Replacement Hardware may be new, used or refurbished, per ON MARK TT’s discretion. This limited Hardware warranty shall not apply to any damage to the Hardware due to misuse, abuse, tampering with said Hardware, or incorrect installation by Customer or agent/installer on behalf of or on direct contract for Customer.

7.4 Vehicle Computer Interface. Certain products may interface with the vehicle On Board Diagnostics port (OBDII, JPOD, J1708, J1939, et.al.) or Vehicle Data Bus (VBUS). These devices may use these connections to read various data directly from the vehicle. In such cases, the customer, not ON MARK TT assumes full responsibility for connecting any ON MARK TT product to these ports. The customer should check with the vehicle manufacturer to ensure compatibility prior to connecting any ON MARK TT products to these ports.

7.5 Limited Liability. ON MARK TT shall not be liable for special, incidental, consequential, indirect or punitive damage, even if ON MARK TT has been advised of the possibility of such damages. ON MARK TT is not responsible for any costs incurred as a result of the use of the Software, including but not limited to, loss of property, loss of profits or revenue, loss of data, costs of recreating data, the cost of any substitute equipment or program, or claims by any third party.

7.6 Limitation of Use. For any ON MARK TT interactive Hardware requiring operator interaction including Email, Instant Messaging, Statusing, Sending Commands and other such services or products, Customer agrees not to use, or cause its use, the Hardware provided while operating the equipment in which the Product is installed. Said Hardware shall be used only when equipment is parked or in a mode not requiring the operator’s attention. Customer hereby holds harmless and shall indemnify ON MARK TT for any liability resulting from a breach of this limitation of use.

7.7 Return & Refund Policy. ON MARK TT will refund device cost (excluding installation fee, pro-rated subscription fee and delivery fees) for any system returned within thirty (30) days of the system delivery or installation date provided the system is returned in the original condition. The refund is limited to a maximum of ten (10) devices total.

7.8 Service Cancellation Policy. In the event of cancellation by Customer before the end of contract term or before subscription term expires, Customer agrees to pay a contract cancellation fee equal to the number of units under contract multiplied by the monthly service fee multiplied by months remaining on contract. Cancellation after the end of contract term shall be made in writing from the customer to ON MARK TT not less than thirty (30) days in advance of the next subscription billing cycle which begins on the first of each month.

7.9 Right to Refusal of Service. ON MARK TT, employees of ON MARK TT and contractors operating on behalf of ON MARK TT reserve the right to refuse service.

7.10 Sole Remedy. THE PROVISIONS OF SECTION 7 OF THIS AGREEMENT DEFINE THE SOLE AND EXCLUSIVE REMEDIES OF CUSTOMER.

8. GENERAL PROVISIONS.

8.2 Entire Agreement. This Agreement represents the entire agreement between ON MARK TT and the Customer. No distributor, employee, or other person is authorized by ON MARK TT to modify this Agreement or to make any warranty or representation, which is different than, or in addition to, the warranties and representations of this Agreement

8.3 Governing Law. This Agreement shall be governed by the laws of Trinidad and Tobago