Cellutrak Shadow

STANDARD TERMS AND CONDITIONS FOR PURCHASE OF EQUIPMENT AND SERVICE AGREEMENT.

These terms and conditions are incorporated into the CELLUTRAK Purchase of Equipment and Service Agreement on page 1 of “the Agreement” entered between CELLUTRAK Canada Inc., with its corporate office at 55 Louvain Street West, Suite 402 Montreal, Quebec H2N-1A4 (“CELLUTRAK”) and the customer named on page 1 (“CUSTOMER”).

SECTION 1 – ACCEPTANCE.

All Products (Wireless Network Equipment and Workstations), Software, Services (Location, Data Communications, and Emergency Alert Services), installation, and maintenance provided by CELLUTRAK shall be subject to these Terms and Conditions. CELLUTRAK shall not be obligated under any other terms unless expressly agreed to in writing by an authorized representative of CELLUTRAK.

SECTION 2 – RISK OF LOSS.

Delivery shall be FOB, CELLUTRAK designated distribution center. CELLUTRAK will bear all risk of loss until delivery. Thereafter, risk of loss shall pass to CUSTOMER.

SECTION 3 – LIMITED MANUFACTURER’S WARRANTY ON EQUIPMENT.

CELLUTRAK warrants to CUSTOMER (and to no other party or entity) that the Equipment sold pursuant to this Agreement is free from defects in materials and workmanship for one (1) year from the date of this Agreement. CELLUTRAK’s obligation is limited to repairing or replacing free of charge for parts and/or labour, any Equipment proven to be defective in materials and/or workmanship.

LABOUR – For one (1) year from the date of this Agreement, if CELLUTRAK and/or its authorized representatives determine, in its or their sole judgment, that the Equipment sold pursuant to this Agreement is defective, CELLUTRAK will repair or replace the Equipment at no additional charge, or, at its sole option, will pay labour charges for repair of the Equipment by CELLUTRAK authorized service personnel. CUSTOMER must pay for all labour charges after the limited warranty period.

PARTS – For one (1) year from the date of this Agreement, if CELLUTRAK and/or its authorized representative determine, in its or their sole judgment, that parts of the Equipment are defective, CELLUTRAK will supply replacement parts, at no additional charge, in exchange for defective parts. CUSTOMER shall pay for replacement of all parts after the limited warranty period.

EXCEPTIONS – THIS LIMITED MANUFACTURER WARRANTY IS NON-TRANSFERRABLE AND APPLIES ONLY TO THE CUSTOMER NAMED ON PAGE 1. ANY DAMAGE OR DEFECT DUE TO ACTS OF GOD, ACCIDENT, MISUSE, ABUSE, NEGLIGENCE, IMPROPER OPERATION, INSTALLATION OR MAINTENANCE, CONNECTION TO IMPROPER POWER SUPPLY AND/OR UNAUTHORIZED MODIFICATION OF THE EQUIPMENT OR ANY PART OF THE EQUIPMENT IS SPECIFICALLY EXCLUDED HEREUNDER. ANY DAMAGE OR DEFECT DUE TO REPAIR OR SERVICE OF THE EQUIPMENT BY ANYONE OTHER THAN SERVICE PERSONNEL SPECIFICALLY AUTHORIZED BY CELLUTRAK IS LIKEWISE EXCLUDED HEREUNDER. THIS LIMITED WARRANTY SHALL BE VOID IF THE EQUIPMENT HAS BEEN USED FOR ANY NON-COMMERCIAL PURPOSE, OR IF THE EQUIPMENT OR PARTS OF THE EQUIPMENT HAVE IN ANY WAY BEEN ALTERED OR MODIFIED INCLUDING BUT NOT LIMITED TO ALTERATIONS RESULTING FROM UNAUTHORIZED REPAIRS OR REMOVAL OF THE SERIAL NUMBER.

SECTION 4 – SERVICES.

Subject to the terms and conditions contained in this Agreement, CELLUTRAK agrees to provide installation (as needed) and monitoring Services under the Service plan chosen by CUSTOMER. CELLUTRAK agrees to provide to CUSTOMER all Equipment and Services selected by CUSTOMER set forth on page 1 subject to the terms and conditions of this Agreement. CUSTOMER acknowledges and agrees that CELLUTRAK’s obligations to provide such Services hereunder may require the additional purchase by CUSTOMER of Equipment or products capable of such Services and the selection of a Service plan that includes the Services available for that Equipment. CUSTOMER further acknowledges, that (i) the purchase of additional equipment, at additional cost may provide increased detection ability, (ii) additional Services or Service plans offered by CELLUTRAK may be available from time-to-time which provide increased detection ability, (iii) CUSTOMER’s local municipality may require that CUSTOMER obtain a license or permit for the installation, use or monitoring of the Equipment, and that CUSTOMER is solely responsible for determining and complying with such legal obligations and (iv) CUSTOMER is aware that CELLUTRAK offers different Service plans and that those Service plans may change from time to time.

a. Availability of Services will depend, among other things on the plan (“Plan”) selected by CUSTOMER and the location of the Equipment. CUSTOMER acknowledges that CELLUTRAK currently provides Plans and Services for (i) identifying and tracking stolen vehicles, (ii) Fleet telematics and logistics and corresponding report(s).

b. CELLUTRAK’s Test of Services. CUSTOMER acknowledges that CELLUTRAK may, for its internal test and control purposes, without charge to CUSTOMER, locate or communicate with CUSTOMER’s Equipment.

c. Use of Services. The Services provided by CELLUTRAK to CUSTOMER hereunder are solely for the purpose of allowing CUSTOMER to locate and communicate with its own Equipment and terminals, and may not be resold or otherwise offered to or used by third parties without CELLUTRAK’s sole written consent.

d. CUSTOMER acknowledges CELLUTRAK’s internet locator service and that such service is web based and provided by a third party. CUSTOMER further acknowledges that internet locators may not be available in all geographic areas or at specific times due to third party malfunction within the coverage area.

e. Changes in Services. CELLUTRAK has the right to change, amend and alter the Services which it provides from time-to-time.

f. Failure to Pay for Services. In the event that CUSTOMER fails to pay for any Services when due, CELLUTRAK may, at its sole discretion, forward written notification to CUSTOMER advising that payment is overdue. In the event that full payment of such overdue invoice, as well as all other invoices currently owing and due, is not received by CELLUTRAK within five (5) days of such written notification, CELLUTRAK may, at its sole discretion and without further notice to CUSTOMER, elect to terminate all Services, in which case CELLUTRAK shall have no further obligation to render any Services to CUSTOMER subject to CELLUTRAK’S right to claim all damages and/or losses sustained by CELLUTRAK as a result of such termination of Services.

SECTION 5 – TERM OF AGREEMENT, MONTHLY SERVICE FEE(S).

This Agreement will become effective at the time it is signed by CUSTOMER, payment is received and installation is completed by a certified installer authorized by CELLUTRAK for each unit, and shall continue for the period of time specified on page 1. This Agreement and the terms and conditions contained herein shall remain in effect and be automatically renewed thereafter on a yearly basis in the event CUSTOMER does not send a notice to CELLUTRAK no later than thirty (30) days prior to the end of the initial term or any renewal term indicating that it shall not renew the term of this Agreement. Should CUSTOMER not renew this Agreement after the initial period specified in this Agreement or any renewal period of this Agreement, it will terminate at the end of the initial term or renewal term. This Agreement shall automatically end and terminate immediately without liability if the authorizations held by CELLUTRAK and/or its affiliates or suppliers of services and/or hardware are revoked by the FCC, FTC, CRTC, INDUSTRY CANADA or any other governing regulatory body. This Agreement may also be terminated by CELLUTRAK as provided elsewhere in this Agreement or as otherwise permitted by law. CUSTOMER AGREES THAT CELLUTRAK AND/OR ITS REPRESENTATIVES SHALL BE HELD FREE AND HARMLESS FROM ANY AND ALL LIABILITY FOR ANY DAMAGES INCLUDING WITHOUT LIMITATION, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, AND/OR PUNITIVE DAMAGES RESULTING FROM THE EXPIRATION OR TERMINATION OF THIS AGREEMNT FOR ANY REASON WHATSOEVER AS A RESULT OF THE ACT, OMISSION, DEFAULT OR NEGLIGENCE OF CELLUTRAK AND/OR ITS REPRESENTATIVES.

5.1 Termination for Cause – CELLUTRAK may terminate this Agreement at any time in the event of a breach of this Agreement. CELLUTRAK will be entitled to terminate this Agreement should CUSTOMER breach any other agreement that CELLUTRAK has with CUSTOMER subject to CELLUTRAK’S right to claim all damages and/or losses sustained by CELLUTRAK as a result of such termination of Services.

SECTION 6 — LIMITATION OF LIABILITY.

CELLUTRAK REPRESENTS, AND CUSTOMER ACKNOWLEDGES AND AGREES, THAT: (A) ALL HARDWARE AND SOFTWARE IS SUBJECT TO FAILURE FOR ANY NUMBER OF REASONS INCLUDING, BUT NOT LIMITED TO, VIRUSES; HACKERS; SABOTAGE; LOSS OF POWER; ACTS OF GOD; HARDWARE BREAKDOWN; THEFT; AND TELEPHONE OR INTERNET LINE BREAKAGE; (B) SIGNALS FROM CUSTOMER’S VEHICLES, WHETHER CUSTOMER IS UTILIZING A GPS OR RF TRIANGULATION SYSTEM OR BOTH, CAN FAIL FOR ANY NUMBER OF REASONS INCLUDING, BUT NOT LIMITED TO, NO COVERAGE ZONES; TOWER FAILURE; MISREADS; FAILURE OF SATELLITE; AND INABILITY TO COMMUNICATE WITH A SATELLITE; AND (C) CELLUTRAK’S PERSONNEL MAY NOT HAVE POWER OR COMMUNICATIONS FOR ANY NUMBER OF REASONS INCLUDING, BUT NOT LIMITED TO, ACTS OF GOD; FAILURE OF POWER; AND FAILURE OF TELEPHONE OR INTERNET LINES. In such event CUSTOMER shall indemnify and hold harmless CELLUTRAK and CELLUTRAK’s agents, servants, employees, representatives and subcontractors from and against all and any claims and liabilities, including attorney’s fees arising from CELLUTRAK and CELLUTRAK’s agents, servants, employees, representatives and subcontractors.

LAW ENFORCEMENT; ASSISTANCE. It is solely CUSTOMER’s responsibility to contact the appropriate law enforcement agency for assistance if, in CUSTOMER’s opinion, such assistance is required, and, upon request, to provide the law enforcement agency with updated location information. Except as set forth below, CELLUTRAK will only provide a law enforcement agency with location information upon proper authorization by CUSTOMER to do so in accordance with all applicable laws, rules, regulations, policies and procedures of each jurisdiction and each law enforcement or other governmental agency. CUSTOMER acknowledges that once CELLUTRAK receives an emergency, alert or distress signal from any unit or equipment or from CUSTOMER, CELLUTRAK has no ability to know the nature of the emergency or distress or reason for the signal. In the event CELLUTRAK is unable to contact CUSTOMER to determine the nature of any distress or emergency, CELLUTRAK may contact (or refrain from contacting) any emergency service provider or law enforcement agency in CELLUTRAK’s sole unfettered discretion. Upon receipt of an emergency, alarm, alert or distress signal, CELLUTRAK will attempt to reach the listed contact person that was provided by CUSTOMER to CELLUTRAK. In the event CELLUTRAK reaches or contacts the contact person designated by CUSTOMER, CELLUTRAK will advise that person of the alarm, alert, emergency or distress signal and the contact person designated by CUSTOMER shall thereafter be responsible for contacting emergency personnel and CELLUTRAK shall have no further obligation or responsibility with respect to such alarm, alert, emergency or distress signal and shall thereafter cease to be involved with respect to such episode. If CUSTOMER wishes to change the identity of its emergency contact or wishes to change any emergency contact information from time-to-time, it is CUSTOMER’s obligation to contact CELLUTRAK at its address and telephone number indicated above to change CUSTOMER’s emergency contact information.

In the event CELLUTRAK provides distress or emergency assistance services to CUSTOMER, CELLUTRAK’s sole responsibility upon receipt of a medical emergency or distress signal transmitted from CUSTOMER’s unit is to call by telephone the contact person or medical assistance providers as designated by CUSTOMER. CUSTOMER is responsible to update CUSTOMER’s emergency contact information from time-to-time and to notify CELLUTRAK at its address and/or telephone number indicated above of any changes in CUSTOMER’s emergency contact information. CUSTOMER UNDERSTANDS AND AGREES THAT CELLUTRAK AND/OR ITS REPRESENTATIVES ARE HEREBY RELEASED FROM ANY AND ALL LIABILITY DUE TO ACTIVE OR PASSIVE SOLE, JOINT OR SEVERAL NEGLIGENCE OR ACT OR OMISSION OF ANY KIND OR DEGREE OF CELLUTRAK AND/OR ITS REPRESENTATIVES WHICH CUSTOMER, OR ANYONE CLAIMING THROUGH CUSTOMER, IN ANY WAY MIGHT OR COULD CLAIM AGAINST CELLUTRAK OR ITS REPRESENTATIVES BASED UPON, ARISING OUT OF OR FROM, IN CONNECTION WITH, RESULTING FROM, RELATED TO OR AS A CONSEQUENCE OF CELLUTRAK’S OR ITS REPRESENTATIVES’ FAILURE TO CONTACT, OR IMPROPER DISPATCH, OF MEDICAL ASSISTANCE PROVIDERS.

In the event CELLUTRAK provides roadside assistance services to CUSTOMER, CELLUTRAK’s sole responsibility upon receipt of a roadside assistance emergency or distress signal transmitted from CUSTOMER’s unit is to call by telephone the roadside assistance service providers designated by CUSTOMER. CUSTOMER is responsible for updating its emergency contact provider’s name and contact information by advising CELLUTRAK of any changes in such emergency contact information at CELLUTRAK’s address and phone number indicated above. CUSTOMER UNDERSTANDS AND AGREES THAT CELLUTRAK AND ITS REPRESENTATIVES ARE HEREBY RELEASED FROM ALL LIABILITY DUE TO ACTIVE OR PASSIVE SOLE, JOINT OR SEVERAL NEGLIGENCE OR ACT OR OMISSION OF ANY KIND OR DEGREE OF CELLUTRAK AND/OR ITS REPRESENTATIVES WHICH CUSTOMER, OR ANYONE CLAIMING THROUGH CUSTOMER, IN ANY WAY MIGHT OR COULD CLAIM AGAINST CELLUTRAK AND/OR ITS REPRESENTATIVES BASED UPON, ARISING OUT OF OR FROM, IN CONNECTION WITH, RESULTING FROM, RELATED TO OR AS A CONSEQUENCE OF CELLUTRAK’S OR ITS REPRESENTATIVES’ FAILURE TO CONTACT, OR IMPROPER DISPATCH, OF ROADSIDE ASSISTANCE PROVIDERS.

In the event CELLUTRAK provides vehicle theft monitoring services to CUSTOMER, CELLUTRAK’s sole responsibility upon receipt of an alert or alarm signal shall be to use CELLUTRAK’s reasonable efforts to verify the authenticity of the alert or alarm signal and to notify by telephone CUSTOMER or the contact person designated by CUSTOMER of such alarm signal or alert signal. CUSTOMER is responsible for updating its emergency contact provider’s name and contact information by advising CELLUTRAK of any changes in such emergency contact information at CELLUTRAK’s address and phone number indicated above. In the event CELLUTRAK is unable to contact CUSTOMER or the contact person designated by CUSTOMER, CELLUTRAK may, in its sole discretion, contact a law enforcement agency as instructed by CUSTOMER. In the event an alarm signal is received from a PAL personal security device or by other means of communication from CUSTOMER, CELLUTRAK shall provide applicable services in accordance with its procedures with respect to such signal or communication and shall not be required to follow procedures applicable to an alarm or alert signal for vehicle theft monitoring services. CUSTOMER UNDERSTANDS AND AGREES THAT CELLUTRAK AND ITS REPRESENTATIVES ARE HEREBY RELEASED FROM ALL LIABILITY DUE TO ACTIVE OR PASSIVE SOLE, JOINT OR SEVERAL NEGLIGENCE OR ACT OR OMISSION OF ANY KIND OR DEGREE OF CELLUTRAK AND/OR ITS REPRESENTATIVES WHICH CUSTOMER, OR ANYONE CLAIMING THROUGH CUSTOMER, IN ANY WAY MIGHT OR COULD CLAIM AGAINST CELLUTRAK AND/OR ITS REPRESENTATIVES BASED UPON, ARISING OUT OF OR FROM, IN CONNECTION WITH, RESULTING FROM, RELATED TO OR AS A CONSEQUENCE OF CELLUTRAK’S AND/OR ITS REPRESENTATIVES’ FAILURE TO CONTACT OR IMPROPER DISPATCH, OF LAW ENFORCEMENT OR EMERGENCY AGENCIES, PERSONNEL OR PROVIDERS.

SOFTWARE/INTERNET/WEB & SUPPORT SERVICES IF APPLICABLE

SECTION 7 — CONDITIONS OF USE.

CELLUTRAK grants CUSTOMER, subject to this Agreement, a nonexclusive, non-transferable right to use all software and/or web application programs that CELLUTRAK provides (hereinafter the “Programs”).

7.1 Scope of Use — The right to use granted pursuant to this Section 11 shall require CUSTOMER to: (a) Install the Programs on single or multiple, stand-alone networked computer systems owned, leased or otherwise controlled by CUSTOMER; (b) Use the Programs only at CUSTOMER’s address as specified in this Agreement, unless CUSTOMER obtains CELLUTRAK’s prior written authorization; (c) Utilize the Programs only for CUSTOMER’s own purposes and not for any time-sharing, service bureau purposes or in any other manner whatsoever that may or will benefit any person, party or entity other than CUSTOMER; and (d) Not copy, in whole or in part, the Programs or reverse engineer the Programs.

7.2 Actions Upon Termination — On termination of this Agreement, CUSTOMER shall immediately cease use of the Programs and any program support documentation and shall immediately after termination, deliver to CELLUTRAK the Programs and related materials and documentation. CUSTOMER shall also warrant in writing that all use of the Programs as well as any related materials and documentation and any portion of the Programs and any related materials and documentation has been permanently discontinued. On termination of this Agreement, CELLUTRAK’s obligation to provide support services under this Agreement shall cease.

SECTION 8 — PROPRIETARY PROTECTION OF PROGRAMS.

This Agreement does not provide CUSTOMER with title or ownership of the Programs, but only a limited right to use the Programs as specified herein. CUSTOMER shall keep the Programs free and clear of all claims, liens, and encumbrances.

8.1 Reservation of Rights; Acknowledgements — CUSTOMER acknowledges that the Programs and all program documentation relating to the Programs provided by CELLUTRAK under this Agreement are commercially valuable, proprietary products of CELLUTRAK, the design and development of which reflect the effort of skilled experts and the investment of considerable time and money. CUSTOMER acknowledges that the Programs and all program documentation relating to them contain substantial trade secrets of CELLUTRAK, which CELLUTRAK shall entrust to CUSTOMER in confidence to use only as expressly authorized by this Agreement. CUSTOMER further acknowledges that CELLUTRAK claims and reserves all rights and benefits afforded under federal copyright law and international convention in all Programs and program documentation. Any copying, modification, or distribution of such copyrighted works not expressly authorized by this Agreement is strictly forbidden.

8.2 Confidentiality Obligations — In addition to those limitations on CUSTOMER’s rights as set forth in Section 11, CUSTOMER shall not, at any time, disclose or disseminate trade secrets embodied in the Programs or any supporting program documentation to any other person or entity for any use inconsistent with CUSTOMER’s rights under this Agreement. Under no circumstances shall CUSTOMER modify, reverse, compile or reverse assemble the object code contained within the Programs. Under no circumstances shall CUSTOMER disclose or disseminate such trade secrets to any competitor of CELLUTRAK. CUSTOMER shall devote CUSTOMER’s best efforts to ensure that all persons afforded access to the Programs and all supporting program documentation protect CELLUTRAK’s trade secrets against unauthorized use, dissemination, or disclosure. Survival of Obligations — CUSTOMER’s obligations under this Section 12 shall survive termination of this Agreement for any reason and shall remain in effect for so long as CUSTOMER continues to possess, use, or control the Programs, any supporting program documentation, or any trade secrets derived from them.

SECTION 9 — WARRANTY AND LIMITATION OF LIABILITY.

All Programs and any supporting program documentation made available to CUSTOMER by CELLUTRAK pursuant to this Agreement is furnished “AS IS” WITHOUT ANY WARRANTIES EXPRESSED OR IMPLIED WHATSOEVER INCLUDING, BUT NOT LIMITED TO, A WARRANTY OF PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

9.1 Limitation of Liability — Except as provided pursuant to Section 14 below (Infringement of Third-Party Rights), CELLUTRAK shall have no liability to CUSTOMER for any and all claims whatsoever related to the Programs and any supporting program documentation of this Agreement, including, but not limited to, any cause of action based on contract, tort, and/or strict liability. This limitation of liability is intended to apply to all claims of CUSTOMER, without regard to which other provisions of this Agreement have been breached or have proven ineffective.

9.2 Consequential and Special Damages — In no event shall CELLUTRAK be liable for any damage resulting from CUSTOMER’s use or misuse of the Programs and any supporting program documentation. In no event shall CELLUTRAK be liable for any loss of revenues or profits, incidental, special, exemplary, or consequential damages, loss of use of personal or real property, down time costs, or any claims or demands brought against CUSTOMER, even if CELLUTRAK has been advised of the possibility of such claims or demands. This limitation on damages and claims is intended to apply to all claims of CUSTOMER, without regard to which other provisions of this Agreement have been breached or have proven ineffective.

9.3 Indemnification – In the event that either Section 13.1 or 13.2 are deemed unenforceable for any reason whatsoever, CELLUTRAK and CUSTOMER agree that, in case of CELLUTRAK’s failure to perform its support services relating to the Programs (as specified in Section 15 below), which failure shall result in any damages to CUSTOMER, or as a result the failure of CELLUTRAK’s Programs to perform in any manner whatsoever resulting in damages to CUSTOMER, CUSTOMER shall indemnify and hold harmless CELLUTRAK and CELLUTRAK’s agents, servants, employees, representatives and subcontractors from and against all and any claims and liabilities, including attorney’s fees arising from CELLUTRAK and CELLUTRAK’s agents, servants, employees, representatives and subcontractors. SECTION 10 — INFRINGEMENT OF THIRD-PARTY RIGHTS. In the event that the Programs or any portion of them, as furnished under this Agreement and used within the scope of the right to use granted under this Agreement, are held in a suit or proceedings to infringe a third-party proprietary right, and that the use of the Programs is enjoined, CELLUTRAK shall, at CELLUTRAK’s sole option and expense: (i) procure for CUSTOMER the right to continue using the Programs or portions of the Program; (ii) replace the Programs or portions of the Programs with non-infringing software of equivalent functions and efficiency; or (iii) remove the Programs or portions of the Programs. In no event shall CELLUTRAK be liable for any loss of enjoyment, loss of profits, and/or for any incidental, special, and/or consequential damages suffered by purchaser arising out of, or in connection with or relating to such infringement and/or such procurement, replacement and/or removal of the Programs or portions of the Programs by CUSTOMER.

SECTION 10 — INFRINGEMENT OF THIRD-PARTY RIGHTS.

In the event that the Programs or any portion of them, as furnished under this Agreement and used within the scope of the right to use granted under this Agreement, are held in a suit or proceedings to infringe a third-party proprietary right, and that the use of the Programs is enjoined, CELLUTRAK shall, at CELLUTRAK’s sole option and expense: (i) procure for CUSTOMER the right to continue using the Programs or portions of the Program; (ii) replace the Programs or portions of the Programs with non-infringing software of equivalent functions and efficiency; or (iii) remove the Programs or portions of the Programs. In no event shall CELLUTRAK be liable for any loss of enjoyment, loss of profits, and/or for any incidental, special, and/or consequential damages suffered by purchaser arising out of, or in connection with or relating to such infringement and/or such procurement, replacement and/or removal of the Programs or portions of the Programs by CUSTOMER.

SECTION 11 — COVERAGE AREA.

CUSTOMER acknowledges the use of the Equipment is limited by geographical area. CUSTOMER acknowledges that one hundred percent (100%) coverage of any area at all times is improbable for any Equipment. The existence of adverse conditions, such as short-term unpredictable meteorological effects and sky wave interference from distant stations and other radiowave interference, can interrupt service at times. CUSTOMER further acknowledges that certain circumstances or events, including, without limitation, weather funnels, underground structures, terrain, high rise buildings, enclosed or underground parking or driving areas, faulty installation, motor ignition and other electrical noises and radio signals from external sources may interfere with or prevent the proper operation of the Equipment or of services provided by CELLUTRAK. Some of these interferences can be minimized by corrective devices installed at CUSTOMER’s expense. CUSTOMER further acknowledges that, in the event any communications system or telephone or transmitting equipment is interrupted or inoperative for any reason or by any cause, there is no indication of this fact at the monitoring station and CELLUTRAK’s services hereunder will be interrupted, CELLUTRAK shall have no liability to CUSTOMER or any third party in connection with any such interruption of services.

SECTION 12 — LIMITATION OF LIABILITY.

It is understood and agreed by the parties hereto that (i) CELLUTRAK is not an insurer, and that insurance, if any, covering personal injury and death and property losses ordamage incurred by CUSTOMER or caused by CUSTOMER shall be obtained by CUSTOMER; (ii) CELLUTRAK is being paid for the service sold pursuant to this Agreement, which is designed to provide telematic and logistic solutions and to reduce certain risks of losses and that the amount being charged by CELLUTRAK is not sufficient to guarantee that no losses will occur; and (iii) CELLUTRAK is not assuming responsibility for any losses which may occur even if due to CELLUTRAK’s negligent performance or failure to perform under this Agreement. CELLUTRAK DOES NOT MAKE ANY REPRESENTATION OR WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR USE THAT THE SERVICE SOLD PURSUANT TO THIS AGREEMENT MAY NOT BE COMPROMISED, OR THAT THE SERVICE SOLD PURSUANT TO THIS AGREEMENT WILL IN ALL CASES PROVIDE THE PROTECTION AND FUNCTIONS FOR WHICH IT IS INTENDED.

SECTION 13 — ASSIGNMENT.

CUSTOMER agrees and acknowledges that CUSTOMER shall not have the right to assign its rights under this Agreement except as and to the extent expressly permitted in writing by CELLUTRAK.

SECTION 14 — NO WAIVER.

No delay or omission by either party to exercise any right or power occurring upon any noncompliance or default by the other party with respect to any of the terms, provisions and covenants of this Agreement shall impair any such right or power or be construed to be a waiver. A waiver by either of the parties of any of the terms, covenants and provisions of this Agreement to be performed by the other shall not be construed to be a waiver of any succeeding breach of any term, provision and covenant contained in this Agreement. Unless stated otherwise, all remedies provided in this Agreement are cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity, or otherwise.

SECTION 15 — SEVERABILITY.

The terms, provisions and covenants of this Agreement are intended to be separate and divisible terms, provisions and covenants, and if, for any reason, any one or more of the terms, provisions and covenants of this Agreement are held to be inapplicable, invalid, or unenforceable for any reason, in whole or in part, it is agreed that the inapplicable, invalid or unenforceable term(s), provision(s) and covenant(s) of this Agreement shall be severed from this Agreement and shall not affect the remaining terms, provisions and covenants of this Agreement, which shall remain in full force and effect.

SECTION 16 — INSURANCE.

CUSTOMER understands and agrees that CELLUTRAK is not an insurer, and that CELLUTRAK’s liability is limited as specified herein. Consequently, CUSTOMER represents to CELLUTRAK and agrees that, at all times CUSTOMER uses the Equipment, CUSTOMER shall maintain its own insurance protecting CUSTOMER’s property, employees, family, guests, invitees and others, who may be affected by CUSTOMER’s use of the Equipment.

SECTION 17 — INDEMNIFICATION BY CUSTOMER AND DEFENSE WAIVER.

In the event that any person or entity other than CUSTOMER, including without limitation, CUSTOMER’s insurance company (hereinafter “third party”), makes any claim or demand or commences any lawsuit against CELLUTRAK, or any of CELLUTRAK’s present or future officers, directors, employees, parents, subsidiaries, agents, successors, assigns, contractors, licensees or affiliates, for any loss, damage or expense (including without limitation, economic losses, property damage, personal injury or death) related in any manner to this Agreement, regardless of cause or origin, whether based upon or due to alleged breach of contract, breach of warranty, express or implied, defects, acts or omissions, active or passive negligence of any kind or degree, failure or malfunction of any of the Equipment sold pursuant to this Agreement, strict liability or any kind whatsoever, product liability, claim for subrogation, claim for indemnification, claim for contribution, or any other matter or claim whatsoever, CUSTOMER agrees to and shall indemnify, defend and hold them harmless, jointly and severally, from and against all liabilities, losses, claims, damages and judgments, including but not limited to payment of all costs, interest, CUSTOMER hereby waives any and all rights to interpose any claim, defense, counterclaim or third party claim against CELLUTRAK, its present or future officers, directors, employees, parents, subsidiaries, agents, successors, assigns, contractors, licensees or affiliates in the event any action is commenced against CUSTOMER by any third party.

SECTION 18 — GOVERNING LAW; VENUE.

CUSTOMER acknowledges and agrees that, in the event of any dispute or disagreement between CELLUTRAK and CUSTOMER arising from this Agreement, the laws of the province of Quebec shall govern CELLUTRAK’s and CUSTOMER’s rights and obligations under this Agreement. Any such dispute or disagreement shall be exclusively brought before a court of competent jurisdiction in Montreal, Quebec.

SECTION 19 — EXECUTION OF THIS AGREEMENT.

CUSTOMER represents and warrants to CELLUTRAK that it has the legal right to enter into and fully perform this Agreement. THE RIGHTS AND OBLIGATIONS OF CELLUTRAK AND CUSTOMER ARE SUBJECT TO AND GOVERNED BY THE TERMS, PROVISIONS AND COVENANTS OF THIS AGREEMENT AS STATED ON ALL THE PAGES OF THIS AGREEMENT. THIS AGREEMENT SHALL BECOME BINDING ONLY UPON THE SIGNATURE AND DATE BY CUSTOMER AND AN AUTHORIZED REPRESENTATIVE OF CELLUTRAK ON THE FACE OF THIS AGREEMENT. ANY ALTERATIONS WHATSOEVER TO THE PRE-PRINTED TEXT OF THIS AGREEMENT SHALL NOT BE BINDING AND SHALL HAVE NO FORCE OR EFFECT.

SECTION 20 — ENTIRE AGREEMENT.

CELLUTRAK and CUSTOMER agree that this Agreement constitutes the entire agreement between CELLUTRAK and CUSTOMER and that this Agreement shall not be altered, supplemented or modified except by separate writing signed by an authorized representative of both CELLUTRAK and CUSTOMER.

SECTION 21 — LANGUAGE.

The present agreement has been drafted in the English language at the request of the parties. Les parties ont demandé que la présente convention soit rédigée en anglais.

I certify that I am authorized to sign this agreement on the behalf of this PERSON OR BUSINESS.