Software Services Trial Usage Agreement

THIS SOFTWARE SERVICES TRIAL AGREEMENT ("AGREEMENT") GOVERNS YOUR USE OF OUR SOFTWARE SERVICES FOR EVALUATION PURPOSES.

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING "YES" ON A SIGN UP FORM, BY RESPONDING TO AN EMAIL CONTAINING THIS AGREEMENT WITH THE WORDS "I ACCEPT", OR BY LOGGING INTO A TRIAL ACCOUNT PROVIDED TO YOU, AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE SOFTWARE SERVICES.

1. DEFINITIONS

"Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

"Services" means the Essential ERM system, which is an online, Web-based software service provided by Tracker Networks Inc. via a designated website URL.

"Users" means individuals who have been authorized by You to use the Services during this trial agreement, and who have been supplied user identifications and passwords by You (or by Us at Your request).

"We," " Us" or "Our" means Tracker Networks Inc., a Canadian corporation with a principal place of business at 2869 Bloor St. West, Suite 595. Toronto, Ontario M8X 1B3, Canada.

"You" or "Your" means the company or other legal entity for which you are accepting this Agreement, and affiliates of that company or entity.

"Your Data" means all electronic data or information submitted by YOU to the Services.

2. SERVICES

2.1. Provision of Services

Subject to any restrictions on use expressly set forth herein, We grant You a non-exclusive, non-transferrable, revocable, limited right to, during the term set out in this Agreement, access, use and display the Services for Your internal business purposes.

2.2. User Subscriptions

Services are provided as a subscription and may be used for no more than the maximum number of authorized Users. Limits on authorized Users are for designated Users and cannot be shared or used by more than one User.

3. CUSTOMER RESPONSIBILITIES

You shall (i) be responsible for Users' compliance with this Agreement, (ii) be solely responsible for the accuracy, quality, integrity and legality of Your Data and of the means by which You acquired Your Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us promptly of any such unauthorized access or use, and (iv) use the Services only for the purposes of Your business needs in Your ordinary course of business and in accordance with applicable laws and government regulations. You shall not (a) make the Services available to anyone other than Users, (b) sell, resell, rent or lease access to the Services, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortuous material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services to store or transmit Malicious Code, (e) attempt to copy or reverse engineer the software functionality, (f) interfere with or disrupt the integrity or performance of the Services, or (g) attempt to gain unauthorized access to the Services or their related systems or networks.

4. FEES AND PAYMENT FOR SERVICES

4.1. User Fees

Use of the Services in this Agreement are provided to You at no charge. We reserve the right to change our pricing policy for future trial agreements.

4.2. User Feedback

In return for free access to the services, You agree to participate in two short telephone calls or web meetings to share your feedback on the services. Calls will typically range from 10-30 minutes in length, with the first call being scheduled halfway through the trial period and the second call being scheduled within one week of the trial conclusion.

4.3. No Obligation

Nothing in this Agreement creates any obligation for You to purchase Services from Us or to continue using the Services following completion of the trial period.

4.4. Purchase of Services

You may maintain your data and configuration in the Services by converting this Trial Agreement to a new purchase agreement at any time prior to its conclusion, by signing a subsequent software services order form that is accepted by Us. This Trial Agreement may also be extended, as described in section 8.1 (Term).

5. PROPRIETARY RIGHTS

5.1. Reservation of Rights

Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to You under the terms of this Agreement other than as expressly set forth herein.

5.2. Restrictions

You shall not (i) permit any third party to access the Services except as permitted herein, (ii) create derivative works based on the Services, (iii) reverse engineer the Services, or (iv) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.

5.3. Ownership of Customer Data

As between Us and You, You exclusively owns all rights, title and interest in and to all of Your Data.

5.4. Suggestions

We shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Your, including Users, relating to the operation of the Services.

5.5. Statistical Data

We reserve all rights, title and interest in statistical system meta data derived by Us from the Services, provided that such statistical data is anonymous, cannot be traced directly to Your Data and cannot be associated with Your organization.

6. WARRANTIES AND DISCLAIMERS

6.1. Mutual Warranties

Each party represents and warrants that (i) it has the legal power to enter into this Agreement, and (ii) it will not transmit to the other party any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other party).

6.2. Exclusion of Warranties

WE MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DO NOT REPRESENT OR WARRANT THAT YOUR USE OF SERVICES WILL MEET YOUR REQUIREMENTS OR THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR.

7. LIMITATION OF LIABILITY

IN NO EVENT SHALL WE HAVE ANY LIABILITY TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, WE SHALL HAVE NO LIABILITY FOR LOSS OF PROFITS, REVENUE OR DATA OR FOR INTERRUPTIONS IN SERVICE. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

8. TERM AND TERMINATION

8.1. Term

This Agreement commences on the date You accept it and continues for 30 days, unless terminated in accordance with Section 8.2 (Termination). The term of this Agreement may be extended, subject to mutual acceptance between You and Us.

8.2. Termination

You may terminate Your use of the Services without cause at any time upon written notice to Us. We may terminate Your use of the Services at any time without cause upon written notice to You. Upon any termination of Your use of the Services, this Agreement shall also terminate, subject to Section 8.3 (Surviving Provisions).

8.3. Surviving Provisions

Sections 5 (Proprietary Rights), 6.2 (Exclusion of Warranties), 7 (Limitation of Liability), and 9 (General Provisions) shall survive any termination or expiration of this Agreement.

9. GENERAL PROVISIONS

9.1. Governing Law

This Agreement and attached Order Forms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein without regard to conflicts of laws principles. The parties hereby consent to submit to the non-exclusive jurisdiction of the courts of the Province of Ontario. The parties hereby expressly waive the application of the United Nations Convention on the International Sale of Goods and any local implementing legislation.

9.2. Entire Agreement

This Agreement sets forth the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersedes all prior oral and written agreements and understandings relating thereto. Neither party shall be bound by or be liable for any alleged representation, promise, inducement or statement of intention not set forth herein and no waiver, alteration, modification, or cancellation of any of the provisions of this Agreement shall be binding unless made in writing and signed by authorized representatives of the parties.

9.3. Electronic Documents

Email and electronic copies of this Agreement which shall be deemed originals.

9.4. Language of Agreement

The parties hereto have expressly requested that this Agreement be drafted in English. Les parties aux présentes ont expressément convenu que cette convention soit redigée en anglais.