GENERAL TERMS AND CONDITIONS


Actsoft, Inc. (“ACTSOFT” or “we”) has developed and maintains an integrated suite
of Internet based GPS tracking services (the “Services”). These Services are described
in greater detail in our web site, ACTSOFT.com (the “Site”). Subscriber (“Subscriber”
or “you”) wishes to utilize certain Services provided through the Site, and ACTSOFT
has agreed to provide such Services and all information accessed by you through
the Site, pursuant to these General Terms and Conditions and the Actsoft, Inc. Subscriber
Agreement, if executed by you. The Site and the Services being subscribed for are
being made available to you on a subscription basis by ACTSOFT. By clicking “I Agree”
when presented with these General Terms and Conditions on the Site, establishing
your subscription account (the “Account”), using the Site, and/or executing a Subscriber
Agreement with ACTSOFT (if applicable), you agree to be bound by these General Terms
and Conditions, as they may be modified from time to time by ACTSOFT. ACTSOFT reserves
the right to change the terms of these General Terms and Conditions at any time.
Updated versions of these General Terms and Conditions will appear on the Site and
are effective immediately. You are responsible for regularly reviewing the terms
of these General Terms and Conditions as posted. Continued use of the Services and/or
the Site after any such changes constitutes your consent to such changes.

  1. Services. Limited License to Use Site. As a Subscriber to the Site, you are
    granted a nonexclusive, nontransferable, revocable, limited license to access and
    use the Site, and, if applicable to the Services subscribed for, any software provided
    by ACTSOFT to you (the “Software”), all in accordance with these General Terms and
    Conditions. The license granted to Subscriber pursuant to these General Terms and
    Conditions will permit: (i) use of the Site by an unlimited number of Subscriber
    employees, agents or persons otherwise associated with Subscriber and its affiliates
    (the “End-Users”) in connection with the number of telephones, handsets, or other
    tracking devices (“Units”) through which you have subscribed to use the Services;
    and, (ii) if applicable, the downloading of the Software on the number of Units
    through which you have subscribed to use the Services.
  2. Limitations on Use. The Content on the Site (the “Content”) and the Software
    (if applicable) is for use only by the individual Subscriber and its End-users as
    permitted by these General Terms and Conditions. Subscriber may not: (i) license,
    sublicense, sell, resell, transfer, assign, distribute or otherwise commercially
    exploit or make available to any third party the Services, the Content, or the Software
    (if applicable) in any way; (ii) decompile, reverse engineer, disassemble, modify,
    or create any derivative works based upon the Site, the Content, or the Software;
    or (iii) create Internet “links” to the Site or “frame” or “mirror” any Content
    or the Software on any other server or wireless or Internet-based device. Subscriber
    may use the Site and the Software (if applicable) only for its internal business
    purposes and shall not: (a) send spam or otherwise duplicative or unsolicited messages
    in violation of applicable laws; (b) send or store infringing, obscene, threatening,
    libelous, or otherwise unlawful or tortuous material, including material harmful
    to children or violative of third party privacy rights; (c) send or store material
    containing software viruses, worms, Trojan horses or other harmful computer code,
    files, scripts, agents or programs; (d) interfere with or disrupt the integrity
    or performance of the Site, the data contained therein, or the Software; or (e)
    attempt to gain unauthorized access to the Site or its related systems or networks
    or to make unauthorized use of the Software. Subscriber may not use any network
    monitoring or discovery software to determine the Site’s architecture, or extract
    information about usage or individual identities of users. You may not use any robot,
    spider, other automatic software or device, or manual process to monitor or copy
    our Site, its Content, or the Software without first receiving our prior written
    consent, which may be withheld for any reason.
  3. Authorized Use by Subscriber. If your Account is opened in the name of an
    entity, you represent and confirm that you are an authorized representative of the
    entity in whose name you are opening the Account, and that you have the authority
    to open the Account and bind the entity to the terms of these General Terms and
    Conditions. If the Account that you are using was opened in the name of an entity,
    you acknowledge, represent, and agree that (a) you have been authorized to use that
    Account by the entity in whose name it was opened, and (b) you will comply with
    the terms and conditions of these General Terms and Conditions in your use of that
    Account. Any unauthorized use of the Site, its Content, or the Software (if applicable)
    is strictly prohibited.
  4. Subscription Rates Payment Terms. The following terms apply if you have executed
    an ACTSOFT Subscriber Agreement; if you have subscribed to use the Services through
    your telephone or other equipment service, please refer to your agreement with that
    service for rate and payment terms. Your subscription rate may be adjusted to the
    current market rate upon any renewal of the term of the Services being provided
    to you. All payments are due on the monthly payment day in advance of service over
    the term of the Services. All amounts billed to you are exclusive of all taxes,
    levies, or duties imposed by taxing authorities, and you will be responsible for
    payment of all such taxes, levies, or duties, excluding only United States (federal
    or state) taxes based solely on ACTSOFT’S income, franchise or worker’s compensation.
    Subscriber agrees to provide ACTSOFT with complete and accurate billing and contact
    information at all times. This information includes Subscriber’s legal company name,
    street address, e-mail address, and name and telephone number of an authorized billing
    contact. All fees are payable in U.S. dollars. If Subscriber believes any bill is
    incorrect, Subscriber must contact ACTSOFT in writing within 30 days of the date
    of the invoice containing the amount in question to be eligible to receive an adjustment
    or credit.
  5. Late Payments Collection. The following terms apply if you have executed
    an ACTSOFT Subscriber Agreement; if you have subscribed to use the Services through
    your telephone or other equipment service, please refer to your agreement with that
    service for late payment and collection terms. A late payment charge of 1.5% (or
    the maximum interest rate permitted by law) per month may be applied to the Subscriber’s
    Account, if any payment that is due to ACTSOFT is not made within five (5) days
    of its due date. A charge of $25.00 will be charged to Subscriber for any check
    or negotiable instrument tendered by Subscriber to ACTSOFT and returned unpaid by
    a financial institution for any reason. ACTSOFT may demand payment by money order,
    cashier’s check, or similarly secure form of payment, at ACTSOFT’S discretion. If
    you fail to make any payments to ACTSOFT, you agree to be responsible for all reasonable
    expenses (including attorneys’ fees) incurred by ACTSOFT in collecting such amounts.
  6. Subscriber Equipment. ACTSOFT is not responsible for the installation, operation,
    quality of transmission, cost, or maintenance of any telephones, handsets, or other
    tracking devices or equipment required to utilize the Services. Subscriber may change
    equipment service providers at any time, but any change in service or equipment,
    or any interruption in the Services due to a failure of Subscriber’s equipment or
    equipment services, may require additional programming of equipment, changes to
    assigned codes or numbers, and/or reconnection to the Services, for which ACTSOFT
    reserves the right to charge a programming and/or reconnection fee, as applicable.


Proprietary Information

  1. ACTSOFT Proprietary Information. You agree that the Site, the Site Content
    and the Software are protected by copyrights, trademarks, service marks, patents
    and/or other proprietary rights and laws, and all of the foregoing intellectual
    property rights subsisting in, or used in connection with, the Site, the Site Content,
    and the Software are the sole property of ACTSOFT. Except as expressly provided
    in these General Terms and Conditions, nothing contained herein shall be construed
    as conferring to you any license or right under copyright or other intellectual
    property right law. You agree to secure and protect the Site, the Content, and the
    Software consistent with the maintenance of ACTSOFT’S proprietary rights therein.
    No part of the Content available in the Site, or any output generated by the Software,
    may be copied, photocopied, reproduced, translated or reduced to any electronic
    medium or machine-readable form, in whole or in part, except as specifically provided
    in these General Terms and Conditions. Subscribers may download individual files
    of Site Content and output generated by the Software and store such files and output
    in machine-readable form, provided such files and output are limited to Subscriber’s
    and its End-users’ exclusive use. Downloaded materials may be printed out, copied,
    and distributed to the extent permitted by the preceding paragraph, but may not
    otherwise be reproduced or distributed. Subscriber is not permitted to use Site
    Content or output generated by the Software as a component of, or basis for, a database
    prepared for use by any third party. All copies of Site Content and output generated
    from the Software, whether in print or electronic form, must incorporate all of
    ACTSOFT’S and any third party copyright and/or other intellectual property rights
    notices.
  2. Subscriber Proprietary Information. ACTSOFT agrees that it has no rights
    to the data, documents, information or material that Subscriber submits in the course
    of using the Site (“Customer Data”). Subscriber, and not ACTSOFT, shall have sole
    responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness,
    and intellectual property ownership or right to use of all Customer Data, and ACTSOFT
    shall not be responsible or liable for the deletion, correction, destruction, damage,
    loss or failure to store any Customer Data. ACTSOFT reserves the right to withhold,
    remove and/or discard Customer Data without notice for any breach, including without
    limitation, non-payment of any amounts owed to ACTSOFT in connection with the Services.
  3. Passwords Subscriber’s use of the Site will require entry of an account number,
    user name, and password chosen by the Subscriber during initial registration. At
    your request, we will provide you with the ability to create additional user names
    and passwords. You will be responsible for all use of the Site with the account
    number, user name(s), and password(s) registered to you, unless and until ACTSOFT
    receives written notice from you that your account number, user name(s), and password(s)
    are being used on an unauthorized basis. You agree to indemnify ACTSOFT from and
    against any and all losses, damages, judgments, liabilities, costs, and expenses
    (including, but not limited to, reasonable attorneys’ fees) suffered or incurred
    by ACTSOFT in connection with or as the result of any unauthorized use by parties
    which have obtained your account number, user name(s) and password(s) from you.
  4. Violations of General Terms and Conditions. ACTSOFT reserves the right to
    investigate complaints or reported violations of these General Terms and Conditions
    and to take any action it deems appropriate, including without limitation, reporting
    any suspected unlawful activity to law enforcement officials, regulators, or other
    third parties and disclosing any information necessary or appropriate to such persons
    or entities relating to user profiles, e-mail addresses, usage history, posted materials,
    IP addresses and Internet traffic information.
  5. Compliance with Laws. Subscriber agrees to abide by all applicable local,
    state, national and foreign laws, treaties and regulations in connection with its
    use of the Site and the Software (if applicable), including those related to data
    privacy, international communications and the transmission of technical or personal
    data. Subscriber will: (i) notify ACTSOFT immediately of any unauthorized use of
    any password or account or any other known or suspected breach of security; and
    (ii) report to ACTSOFT immediately, and use reasonable efforts to stop immediately,
    any unauthorized copying or distribution of Content or Software that is known or
    suspected by Subscriber or its End-users.
  6. Errors and Corrections. ACTSOFT will make commercially reasonable efforts
    to ensure a virus free environment and a reliable operational schedule and to provide
    timely correction of data known to be inaccurate or problems with the Software (if
    applicable). ACTSOFT does not represent or warrant that the Site, the Content, or
    the Software will be error-free; free of viruses or other harmful components, or
    that the Site will always be accessible. ACTSOFT may make improvements and/or changes
    to Site features, functionality, Content, or Software at any time.
  7. Disclaimer of Warranties No Refunds. The Site, the Content, and the Software
    (if applicable) are provided on an “as is, as available” basis, and ACTSOFT expressly
    disclaims all warranties, including the warranties of merchantability, fitness for
    a particular purpose and non-infringement. ACTSOFT disclaims all responsibility
    for any loss, injury, claim, liability, or damage of any kind resulting from, arising
    out of or in any way related to: (a) any errors in or omissions from the Site, the
    Content, and/or the Software (if applicable), including but not limited to technical
    inaccuracies and typographical errors; (b) the unavailability of the Site or any
    portion thereof; (c) your use of the Site, the Content, or the Software (if applicable);
    (d) your use of any equipment or third party software in connection with the Site,
    the Content, or the Software (if applicable); or (e) any third party web sites or
    content therein directly or indirectly accessed through links contained on the Site.
    ACTSOFT WILL NOT PROVIDE ANY REFUNDS IN CONNECTION WITH YOUR USE OF THE SERVICES,
    THE SITE, THE CONTENT OR THE SOFTWARE (IF APPLICABLE).
  8. Limitation of Liability. ACTSOFT will not be liable for any loss, injury,
    claim, liability, or damage of any kind resulting from your use of the Site, its
    Content, or the Software (if applicable). ACTSOFT shall not be liable for any special,
    direct, indirect, incidental, punitive or consequential damages of any kind whatsoever
    (including, without limitation, attorneys’ fees) in any way due to, resulting from,
    or arising in connection with the use of or inability to use the Site, the Content,
    or the Software. To the extent the foregoing limitation of liability is prohibited
    or fails of its essential purpose, ACTSOFT’S sole obligation to you for damages
    shall be limited to the lesser of the amount you have paid to use the Services during
    the month immediately preceding any such claim, or $500.00.
  9. Indemnification. You agree to indemnify and hold harmless ACTSOFT, its officers,
    directors, employees, agents, licensors, suppliers and any third party information
    providers to the Site from and against all claims, losses, expenses, damages and
    costs, including reasonable attorneys’ fees, resulting from any violation of these
    General Terms and Conditions or any document incorporated herein by reference by
    you.
  10. Termination of Subscription. If you have executed an ACTSOFT Subscriber Agreement,
    your subscription will renew automatically at the end of the initial term and any
    additional term(s) for unlimited, successive 12-month periods, unless either party
    provides the other party with at least 30 days’ prior written notice of an intent
    to terminate your subscription at the end of the initial or any applicable additional
    term. Regardless of whether you have executed an ACTSOFT Subscriber Agreement, ACTSOFT
    may terminate your subscription immediately upon your breach of these General Terms
    and Conditions or any document incorporated herein by reference. The right of ACTSOFT
    to terminate your subscription following your breach shall be in addition to such
    other rights or legal remedies that may be available to ACTSOFT, whether at law
    or in equity, including without limitation the right to block access from a particular
    Internet address to the Site. IF YOU HAVE EXECUTED AN ACTSOFT SUBSCRIBER AGREEMENT,
    IN THE EVENT YOU TERMINATE THE SERVICES OTHER THAN AT THE END OF THEIR TERM AS PROVIDED
    FOR HEREIN ABOVE, OR ACTSOFT TERMINATES THE SERVICES PRIOR TO THE END OF THEIR TERM
    DUE TO YOUR BREACH, THE FULL BALANCE OF ANY INSTALLMENTS DUE AND UNPAID FOR THE
    REMAINDER OF THE TERM, TOGETHER WITH ANY OTHER AMOUNTS OWING TO ACTSOFT, MUST BE
    PAID BY YOU IN ONE LUMP SUM UPON THE EFFECTIVE DATE OF TERMINATION. Further, you
    acknowledge your obligation to continue payments through the end of the term of
    the Services in all events, including but not limited to cancellation of your telephone
    or other equipment service, interruptions in such service, lost telephones or other
    equipment, or damage to equipment. If you have subscribed to use the Services through
    your telephone or other equipment service, please refer to your agreement with that
    service for subscription terms and additional termination terms.
  11. Additional Miscellaneous Provisions
    • Your use of the Site is subject to the ACSOFT Privacy Policy located on the Site,
      the terms of which are incorporated into these General Terms and Conditions by reference.
      These General Terms and Conditions also incorporate by reference the ACTSOFT Subscriber
      Agreement, if executed by you, and any notices contained from time to time on the
      Site, and, together with the ACTSOFT Privacy Policy, constitute the entire agreement
      between us with respect to your access to, and use of, the Site, the Content, and
      the Software (if applicable). If any provision of these General Terms and Conditions,
      or any document incorporated herein by reference, is unlawful, void or unenforceable,
      then that provision shall be deemed severable from the remaining provisions and
      shall not affect their validity and enforceability. In the event of a conflict between
      the provisions of these General Terms and Conditions and the ACTSOFT Privacy Policy
      and/or any notices contained from time to time on the Site, the terms of these General
      Terms and Conditions shall control such conflict. In the event of a conflict between
      an ACTSOFT Subscriber Agreement executed by you and these General Terms and Conditions,
      the terms of the Subscriber Agreement shall control the conflict.
    • These General Terms and Conditions and the documents incorporated herein by reference
      shall be binding upon and shall be for the benefit of ACTSOFT and you and our respective
      legal representatives, successors, and permitted assigns; provided, that you shall
      not be entitled to assign, sublicense, or delegate your rights or obligations under
      these General Terms and Conditions or any document incorporated herein by reference,
      in whole or in part, without ACTSOFT’S prior written consent.
    • These General Terms and Conditions and the documents incorporated herein by reference
      are governed by and construed in accordance with the laws of the State of Florida,
      and any action arising out of, or relating to, any of them shall be filed only in
      state or federal courts located in Hillsborough County, Florida. You hereby consent
      and submit to the personal jurisdiction of such courts for the purpose of litigating
      any such action.

    • No waiver by ACTSOFT of any breach or default by you of any provision of, or failure
      by ACTSOFT to exercise in any respect any right or remedy provided in these General
      Terms and Conditions or in any of the documents incorporated herein by reference
      shall be deemed to be a waiver of any other breach or default, nor of any other
      right or remedy, of the same or other nature.
    • Captions at the beginning of each numbered section of these General Terms and Conditions
      are solely for convenience of the parties and shall not be deemed part of the context
      of these General Terms and Conditions.
    • Any demand, notice, or other communication required or permitted hereunder shall
      be effective if in writing and either (i) hand-delivered to the addressee, (ii)
      deposited in the mail (registered or certified), (iii) delivered to a private courier
      service company, or (iv) sent by e-mail or facsimile transmission addressed as follows:
      (A) if to ACTSOFT, at the address set forth in the “Contact Us” section of the Site;
      or (B) if to you, at the address set forth in your ACTSOFT registration form. If
      the notice is sent by mail or courier services, it shall be deemed to have been
      given to the person entitled thereto when deposited in the United States mail or
      with a courier service for delivery to that person and addressed as indicated above.
      If the notice is sent by e-mail or facsimile transmission and addressed as indicated
      above, it shall be deemed to have been given when transmitted. Notice of any change
      in any such address shall also be given in the manner set forth above.