MOTEK AMERICAS INC. ("MOTEK") WEBSITE TERMS AND CONDITIONS (Last Updated on November 1, 2009) THESE TERMS AND CONDITIONS CONTAIN LEGAL OBLIGATIONS. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING A MOTEK WEBSITE. INTRODUCTION Welcome to the Internet Websites of MOTEK. These Terms and Conditions apply to all MOTEK Internet Websites which reference these Terms and Conditions, including www.motekmobile.com, www.expenselog.net, www.mileagetracker.com and virtual domains for each of these website (each a "MOTEK Website" and collectively the "MOTEK Websites"). By using a MOTEK Website, or any of the products or services (collectively the "Services") available on a MOTEK Website, you agree, without limitation or qualification, to be bound by these terms and conditions and such other additional or alternative terms, conditions, rules and policies which are displayed or to which you may be directed in connection with any particular MOTEK Website or Service, all as may be modified by MOTEK from time to time in its sole discretion (collectively the "Terms and Conditions"). If you do not agree with these Terms and Conditions, you may not use a MOTEK Website or any of the Services on a MOTEK Website. Please note that we reserve the right, at our discretion, to change, modify, add, or remove portions of these Terms and Conditions at any time. Please check periodically for changes. Your continued use of a MOTEK Website following the posting of any changes to these Terms and Conditions will mean you accept those changes. PRIVACY For information on how user information is collected, used and disclosed by MOTEK in connection with your use of a MOTEK Website and any of the Services, please consult our Privacy Policy. RESTRICTIONS ON USE OF MATERIALS All material, information and content (collectively "Content") available on a MOTEK Website, including the manner in which such Content is presented, and the Services are: Copyright 2009 MOTEK, its affiliates and/or licensors. All rights reserved. Such Content is protected by Canadian and worldwide copyright laws and treaty provisions. MOTEK grants you a limited non-exclusive, non-transferable license to use and display on your computer or other electronic access device, the Content and Services for your own personal and non-commercial use only, provided that you do not modify the Content and that you maintain all copyright and other proprietary notices. Except as provided herein, you agree not to reproduce, make derivative works of, retransmit, distribute, sell, publish, communicate, broadcast or otherwise make available any of the Content obtained through a MOTEK website or any of the Services, including without limitation, by caching, framing or similar means, without the prior written consent of the respective copyright owner of such Content. TRADEMARKS All product, brand and company names and logos used or mentioned on a MOTEK website or any of the Services are either the trademarks of MOTEK or may be the trademark or registered trademark of their respective owners. Any use of any trademarks appearing on a MOTEK Website or any of the Services without the express written consent of the owner of the trademark is strictly prohibited. USER CONDUCT In consideration of the availability, and your use, of a MOTEK Website or any of the Services, you agree to comply with all applicable laws and these Terms and Conditions when using such MOTEK Website or Service. You acknowledge that MOTEK may investigate any violations of law and may cooperate with law enforcement authorities in prosecuting users in this regard. Additionally, you agree not to: * post, transmit, link to, or otherwise distribute any materials, information or content constituting, advocating or encouraging conduct that would constitute a criminal offense or give rise to civil liability, or otherwise use a MOTEK Website or any of the Services in a manner which is contrary to law or would serve to restrict or inhibit any other user from using or enjoying a MOTEK Website, any of the Services, or the Internet; * defame, abuse, stalk, harass, threaten or otherwise violate the legal rights of others, including without limitation, rights relating to privacy and publicity; * post, transmit, link to, or otherwise distribute any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful material or information; * post, transmit, link to, or otherwise distribute any information, materials or content (including for greater certainty, software) which contains a virus, cancelbot, trojan horse, worm or other harmful or disruptive component. RESPONSIBILITY FOR MINORS In cases where you have authorized a minor to use a MOTEK Website or any of the Services, you recognize that you are fully responsible for: (i) the online conduct of such minor; (ii) controlling the minor's access to and use of a MOTEK Website or any of the Services; and (iii) the consequences of any misuse by the minor. DISCLAIMER YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) A MOTEK WEBSITE AND ANY OF THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND THAT MOTEK MAKES NO WARRANTIES, REPRESENTATIONS OR CONDITIONS (as used in this section "WARRANTIES") OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT AND THAT ANY SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED, AND (B) MOTEK SPECIFICALLY MAKES NO WARRANTIES THAT A MOTEK WEBSITE OR ANY OF THE SERVICES, INCLUDING ANY CONTENT, INFORMATION, PRODUCTS OR SERVICES OBTAINED FROM OR THROUGH THE USE OF A MOTEK WEBSITE OR ANY OF THE SERVICES, WILL BE PROVIDED ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS OR THAT SUCH SERVICES OR THE RESULTS DERIVED THEREFROM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. MONITORING You acknowledge that MOTEK has no obligation to monitor a MOTEK Website or any content accessible through a MOTEK Website or any of the Services. However, you agree that MOTEK has the right to monitor a MOTEK Website electronically from time to time and to disclose any information as necessary to satisfy any law, regulation or other governmental request, to operate a MOTEK Website or any of the Services properly, or to protect itself or its users in accordance with the Privacy Policy. MODIFICATIONS MOTEK reserves the right, in its sole discretion, to add to, remove, modify or otherwise change any part of these Terms and Conditions, in whole or in part, at any time. Except as otherwise expressly contemplated herein, changes will be effective when notice of such change is posted on a MOTEK Website. Please check these Terms and Conditions regularly for updates by checking the date of "Last Update" at the top of this document. If any change is not acceptable to you, you must discontinue your use of a MOTEK Website and any of the Services immediately. Your continued use of a MOTEK Website or any of the Services after any such changes are posted will constitute acceptance of those changes. Further, MOTEK reserves the right to change, modify, suspend or discontinue any aspect of a MOTEK Website, Services or Content from time to time without notice or liability and for any reason whatsoever. DOWNLOADS AND SHAREWARE Certain MOTEK Websites allow you to download software applications or other forms of Content, including files, images and/or data incorporated therein (collectively, the "Software"). The Software is made available to you by MOTEK or third parties subject to the terms and conditions made available to you during the software installation process. Additionally, you agree that the Software is licensed to you by MOTEK or third parties for your personal and non-commercial use only provided that you do not modify the Software and that you maintain all copyright and other proprietary notices and that MOTEK or the designated third parties retain full and complete title to the Software and all intellectual property rights therein. You may not redistribute, sell, de-compile, reverse engineer, disassemble, or otherwise reduce the Software to a human-readable form. You agree that it is your responsibility to review and evaluate the Software and the related terms and conditions, and that all risk associated with the use of, or reliance on, the Software rests with you. You further agree that MOTEK, including its suppliers, shall not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with your use of, or reliance on, the Software, including the failure of the Software to meet your needs, standards, expectations or specifications. CONTENT LINKED TO A MOTEK WEBSITE Please exercise discretion while browsing the Internet. Please note that certain links on a MOTEK Website may take you to other websites. MOTEK provides these links only as a convenience and not as an endorsement by MOTEK. These linked sites are not necessarily under the control of MOTEK. If you decide to visit any linked site, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses and other destructive elements. MOTEK is not responsible for the content of any such linked sites or any other web page which is not part of a MOTEK Website and under MOTEK’s control. Unless otherwise expressly provided, MOTEK makes no representation or warranty regarding, and does not endorse, any linked site or the information, products or services appearing thereon. Accordingly, you agree that MOTEK will not be responsible or liable in any way for the accuracy, relevancy, copyright compliance, legality, or decency of material contained in any site linked from a MOTEK Website. DEALINGS WITH THIRD PARTIES You acknowledge and agree that your correspondence or business dealings with any third parties, including any merchants or advertisers, found on, or through, a MOTEK Website or any of the Services, including payment for and delivery of related goods and services, and all other terms, conditions, representations and warranties related to such dealings, are solely as between you and such third parties. MOTEK assumes no responsibility whatsoever for any charges you or any user of your account incurs when making purchases or other transactions in this manner. Further, the responsibility for ensuring compliance with all applicable laws in connection with any such transactions shall be your's alone. You agree that MOTEK shall not be responsible or liable in any way for any loss or damage of any kind incurred as a result of, or in connection with, any such dealings or transactions. SUBSCRIPTION/FEE BASED SERVICES Certain of the Services made available on a MOTEK Website may be offered by MOTEK on a payment basis (a "Pay Service"). Pay Services may be offered by MOTEK on a prepaid usage basis or on a periodic subscription ("Subscription") basis. Should you choose to purchase a Pay Service, you will be required to register and you will be assigned an account for such Pay Service (the "Pay Service Account") based on the information you provide as part of the registration process. You agree to pay all the fees applicable for such Pay Service you incur through your Pay Service Account, including any fees associated with the use of such Pay Service together with all applicable taxes (the "Fees"). Unless otherwise indicated on the relevant Pay Service description page (the "Pay Service Description"), the Fees for a Pay Service purchased through your Pay Service Account are chargeable immediately (and at the beginning of each renewal period for periodic Subscription Pay Services) to the credit card you designated for the particular Pay Service Account or through such other billing process as applicable. All Fees are non-refundable. MOTEK reserves the right to change the amount of, or basis for determining, any Fees for a Pay Service, and to institute new Fees or terms at any time effective upon notice to you, which notice may for certainty include the posting of any such changes on the relevant pages related to the use of the Pay Service. Please note that Subscription Pay Services renew automatically at the end of the relevant period as set out in the applicable Pay Service Description and Fees in respect of each such renewal shall be based on the then current rate for the particular Subscription Pay Service. You may terminate your subscription at any time, which termination will only be effective at the end of your subscription period. By registering for a Pay Service, you warrant that: (a) you are of the age of majority in the jurisdiction in which you reside, (b) all information you submit is true and correct (including without limitation all credit card information), and (c) you are the cardholder of the credit card you designated for your Pay Service Account. In consideration of the availability, and your use, of a Pay Service, you acknowledge and agree: (a) to these Terms and Conditions, including without limitation the disclaimers, limitation of liability and provisions related to prohibited conduct set out herein as well as any terms and conditions which may be set out in the relevant Pay Service Description, (b) that you are solely responsible for all acts or omissions that occur through your Pay Service Account, (c) that the Pay Service is for your personal, non-commercial use and you agree not to resell, distribute, transfer, share or otherwise use any Pay Service, including any coupons or credits related to same for any commercial purposes whatsoever, (d) that MOTEK reserves the right to specify an expiry date for the use of any coupons or credits purchased in connection with any Pay Service, and (e) that MOTEK reserves the right to suspend or terminate your Pay Service Account and your use of a Pay Service at any time, including without limitation, where MOTEK has determined, in its sole discretion, that your use of the Pay Service is, or was, in breach of these Terms and Conditions. Any such termination by MOTEK shall be in addition to and without prejudice to such rights and remedies as may be available to MOTEK, including injunction and other equitable remedies. Your ability to use the Pay Service is also subject to any limits established by MOTEK or by your credit card issuer. If Fees cannot be charged to your credit card or your charge is returned for any reason, including chargeback, MOTEK reserves the right to either suspend or terminate your Pay Service Account and your access to the Pay Service. INDEMNIFICATION You agree to defend, indemnify and hold harmless each of MOTEK, its affiliates and licensors and each of their respective officers, directors, employees and agents, including all third parties mentioned on a MOTEK Website, from and against any and all claims, actions or demands, including without limitation reasonable legal and accounting fees, resulting from or related to: (a) your breach of any of these Terms and Conditions; (b) your access to or use of a MOTEK Website, Services or Content; or (c) your use or reliance on, or publication, communication or distribution of anything on or from a MOTEK Website or through any of the Services. You shall use your best efforts to cooperate with us in the defense of any claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. LIMITATION OF LIABILITY YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT SHALL MOTEK, INCLUDING ITS AFFILIATES AND LICENSORS, BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, AND ANY DAMAGES FOR LOSS OF PROFITS, SAVINGS, GOODWILL OR OTHER INTANGIBLE LOSSES, REGARDLESS OF WHETHER MOTEK HAD BEEN ADVISED OF OR COULD HAVE FORESEEN THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH: (A) THE USE, INABILITY TO USE OR PERFORMANCE OF ANY OF THE SERVICES OF A MOTEK WEBSITE, OR (B) ANY UNAUTHORIZED ACCESS TO OR MODIFICATION TO ANY OF YOUR CONTENT OR TRANSMISSIONS, OR (C) ANY OTHER MATTER RELATING TO A MOTEK WEBSITE OR ANY OF THE SERVICES. You expressly acknowledge that MOTEK has entered into this agreement, and has and will make a MOTEK Website, Content and Services available to you in reliance upon the limitations and exclusions of liability and the disclaimers set forth herein, and that the same form an essential basis of the bargain between you and MOTEK. You expressly agree that the limitations and exclusions of liability and the disclaimers set forth herein will survive, and continue to apply in the case of, a fundamental breach or breaches, the failure of essential purpose of contract, the failure of any exclusive remedy or termination of this agreement. GOVERNING LAW/JURISDICTIONAL ISSUES All MOTEK Websites and Services are controlled, operated and administered by MOTEK from its offices within Canada. MOTEK makes no representation or warranty that a MOTEK Website or any of the Services are appropriate or available for use at any locations outside Canada. If you access a MOTEK Website from outside Canada, you are responsible for compliance with all applicable laws. You may not export any of the Content accessible through a MOTEK Website in violation of applicable export laws and regulations. These Terms and Conditions shall be interpreted, construed and governed by the laws in force in the Province of Ontario, Canada, without reference to its conflict of laws principles. Subject to the Arbitration and Actions paragraph below, each party hereby agrees to submit to the jurisdiction of the courts of the Province of Ontario and to waive any objections based upon venue. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms and Conditions. ARBITRATION AND ACTIONS Any controversy, claim or dispute arising out of or relating to these Terms and Conditions, your use of any MOTEK Website or Service or the relationship which results from these Terms and Conditions, including without limitation, the performance, breach, enforcement, existence or validity of the matters provided for in these Terms and Conditions which cannot be amicably resolved, even if only one of the parties declares that there is a difference (collectively, a "Claim"), will be referred to and finally settled (to the exclusion of the courts) by private and confidential binding arbitration before a single arbitrator held in Toronto, Ontario in English and governed by Ontario law pursuant to the Arbitration Act, 1991 (Ontario), as amended, replaced or re-enacted from time to time. The arbitrator shall be a person who is legally trained and who has experience in the information technology field in Canada and is independent of either party. Any such Claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim, controversy or dispute of any other party. You agree to waive any right you may have to commence or participate in any class action against us related to any Claim and, where applicable, you also agree to opt out of any class proceedings against us. Notwithstanding the foregoing, we reserve the right to pursue the protection of intellectual property rights and confidential information through injunctive or other equitable relief through the courts. TERMINATION You acknowledge and agree that MOTEK, in its sole and absolute discretion, may, without notice to you, suspend or terminate your account or your use of, or access to, a MOTEK Website or any of the Services, and remove and discard any information or content related to a MOTEK Website or any of the Services (and your use thereof), for any reason, including where MOTEK believes that you have violated any of these Terms and Conditions. You further agree that MOTEK shall not be liable to you or to any other person as a result of any such suspension or termination. If you are dissatisfied with a MOTEK Website or any of the Services or with any terms, conditions, rules, policies, guidelines, or practices of MOTEK in operating a MOTEK Website or any of the Services, your sole and exclusive remedy is to discontinue using a MOTEK Website or any of the Services. GENERAL PROVISIONS This agreement is personal to you, and you may not assign your rights or obligations to anyone. These Terms and Conditions constitute the entire agreement between MOTEK and you pertaining to your use of a MOTEK Website, Services and Content and supercede any prior agreements between you and MOTEK with respect to the subject matter hereof. MOTEK’s failure to insist upon or enforce strict performance of any right or provision of these Terms and Conditions shall not constitute or be construed as a waiver of any right or provision. If any of the provisions (or parts thereof) contained in these Terms and Conditions are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination shall not affect the remaining provisions (or parts thereof) contained herein. No changes to these Terms and Conditions shall be made except by a revised posting on this page or except as otherwise expressly contemplated herein. The parties have required that these Terms and Conditions and all documents relating thereto be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents que s'y rattachent soient rédigés en anglais. Copyright 2009 MOTEK All Rights Reserved.

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