TERMS & CONDITIONS

AccuGPS, Inc. agrees to provide vehicle tracking/video Streaming services to Subscriber in accordance with the following terms and conditions:

1. Subscription Services -Subject to the terms and conditions hereof, the Corporation hereby grants a non-exclusive, non-transferable license to the Subscriber for the Term to:

1. access over the Internet to vehicle tracking services as set forth in the Subscriber Agreement, and

2. use any user manuals, data forms, templates and other documentation or material in printed form including any corrections or additions thereto or any subsequent releases thereof as supplied by the Corporation (hereinafter collectively referred to as the "Related Materials").

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2.Fees -The license granted to the Subscriber herein is subject to the payment of all applicable license and subscription fees as set forth in the Subscriber Agreement. Fees for any additional services to which the Subscriber may wish to have access will be calculated based on the prices in effect at the time of the order by the Subscriber for such addition and not those in effect on the Effective Date of this Agreement. The number of units in respect of which this Agreement is made as identified in the Subscriber Agreement may be increased at the request of the Subscriber without modification of this Agreement. All terms and conditions of this Agreement shall apply to any units added effective at the date of commencement of service of those units. The fees for the license granted herein are subject to change. The Corporation may change the fees at any time and from time to time after the conclusion of the Term of this Agreement as set forth in the Subscriber Agreement (hereinafter referred to as the Renewal Date). The changed prices will be effective on and after renewal Date provided notice is given to the Subscriber at least 60 days prior thereto subject to the rights of the Subscriber not to renew this Agreement pursuant to Section 8 hereof.

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3.Taxes -The fees set out in this Agreement are exclusive of any applicable sales, use, excise, goods and services, utility or other taxes.  All applicable taxes may be identified on the subscriber invoice and will be paid by the Subscriber.

4.Payment -The Subscriber will pay fees to the Corporation in accordance with the payments schedule as set forth in the Subscriber Agreement. The subscriber will be invoiced monthly in advance for vehicle tracking/ video streaming services. If payment is not received within 30 days of the Invoice Due Date the Corporation reserves the right at the sole discretion to terminate the access of the Subscriber to the services without notice to the Subscriber, or Subscriber may be put on Credit Card only terms for future invoices. The Subscriber agrees that the Corporation will not be held liable for any damages resulting from the loss of service due to the Subscriber's non-payment of the subscription renewal fees.

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5.Hardware and Wireless Connections -the Subscriber hereby acknowledges and agrees that the Subscriber shall be responsible to provide at its own expenses such as hardware and other facilities and wireless data services as are necessary to meet the specifications and to operate the software, systems and other services provided by the Corporation hereunder. The Corporation shall provide the specifications required and, if requested in writing, shall advise the Subscriber on hardware equipment, software and wireless data services and combinations and configurations thereof; provided that notwithstanding any such specifications or advice provided by the Corporation in no circumstances will the Corporation be responsible for the failure of any such hardware, software or other systems or any combination or configurations thereof to operate properly or at all with the Corporations ‘software and other services.

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6.Limited Warranty -The Corporation warrants that the services will substantially perform the functions set out in the on-line documentation accompanying the services. If the services fail to perform as specified in this warranty, the Corporation will make reasonable efforts to correct the deficiency. If the Corporation is unable to correct the deficiency within a reasonable period the Corporation will provide a refund of not more than the amount of the subscription fees paid since the latter of the Effective Date or the most recent Renewal Date, as liquidated damages (and not as a penalty) and which shall be the Subscribers’ sole entitlement and remedy. This limited warranty is the only warranty of any kind made by the Corporation. No verbal or written information or advice given by the Corporation, its dealers or distributors shall in any way create a warranty or increase the scope of this warranty. Except as explicitly provided in this section 6, under no circumstances(including negligence), shall the Corporation be liable for any direct or indirect, incidental, special, consequential or punitive damages that result from the use or inability to use the services, including, without limitation, lost profits, or lost revenues, no matter what theory of liability, even if such damages were reasonably foreseeable, even if the Corporation has been advised of the possibility of such damages or if such damages arose from a fundamental breach of this Agreement,. In no event shall the total liability of the Corporation to the Subscriber for all claims, damages, losses. costs, expenses and causes of action, whether in contract, tort (including negligence) or otherwise, exceed the amount paid for the subscription since the latter of the Effective Date or the most recent Renewal Date. The warranty includes both software and hardware while utilizing the services.

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7.Terms -Subject to termination pursuant to section 8 hereof, the term of this Agreement (the "Term") shall be as set forth in the Subscriber Agreement from the Effective Date. The Subscriber or the Corporation must serve a written notice of termination at least 60 days prior to the applicable Renewal Date to cancel the subscription service after the initial 30-day period. Subscription service will continue until all leased equipment is returned to the Corporation in undamaged condition.

a. written notice of cancellation is received in the Corporation's offices within 72 hours of the last full business day of the initial 30-day period.

b. The subscriber shall pay for the hardware market price including all the parts when the subscriber cancels the subscription service prior to the last day of the leasing terms.

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8.Termination -The Corporation may at its sole discretion restrict or terminate the Subscriber's account at any time with causes including without limitation:

a. payment of 30 days past due or

b. Breach of any term or condition of this Agreement.

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9.Confidentiality -The Corporation warrants that it will maintain the confidentiality of the Subscriber's data held on its servers in accordance with industry standards. The Subscriber warrants that it will maintain the confidentiality of its account user identification names and passwords. Unauthorized use of the account through the negligence of the Subscriber will constitute a breach of this Agreement.

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10.Loss of Service or Data -The Corporation shall make reasonable efforts to ensure that those portions of service over which the Corporation has control are functioning properly and that the integrity of the data received from the Subscriber is maintained. The Corporation, its affiliates, and their respective officers, directors, agents, employees, suppliers, and shareholders are not and shall not be responsible for any loss or damage suffered by the Subscriber or by any party claiming through or under the Subscriber as a result of or related to the use of the services including but not limited to:

a. loss or damage suffered by the Subscriber or by any party claiming through or under the Subscriber as a result of or related to the use of the services including, but not limited to the performance of the Internet.

b. loss or damage to the Subscriber's equipment, facilities, software or data arising from mistakes, omissions, interruptions, delays, error, non-delivery, incorrect delivery.

c. Viruses or defects in the transmission of information or data on the Internet.

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11. Limitation of Liability -In no event shall the Corporation, or its third party suppliers be liable to the Subscriber for any damages, direct or indirect, including any lost profits, lost savings, interruption of business, loss of business opportunities or other incidental or consequential damages arising out of the use or inability to use the services for which the subscriber has subscribed hereunder, even if the Corporation or any authorized dealer or distributor has been advised of the possibility of such damages. In no event shall the Corporation have any liability for damages from any cause of action whatsoever in excess of the subscription fees paid for the subscribed services hereunder for the term in which the breach arose, EXCEPT AS EXPRESSLY WARRANTED IN THIS AGREEMENT THE SUBSCRIPTION SERVICES AND ASSOCIATED WRITTEN MATERIALS IN CONNECTION THEREWITH ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES STATUTORY OR OTHERWISE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SUBSCRIBED SERVICE IS WITH THE SUBSCRIBER. THE CORPORATION DOES NOT WARRANT GUARANTEE OR MAKE ANY REPRESENTATION THAT THE SUBSCRIBERS REQUIREMENTS OR BE MERCHANTABLE OR FIT FOR ANY PURPOSE.

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12. Acknowledgement of Intellectual Property Rights -The Subscriber hereby acknowledges that the Services, all data retrieved and stored by the Corporation and all patent rights, trademark rights, service mark rights, copy rights and other intellectual property rights relating thereto are an shall at all times remain the exclusive and valuable property of the Corporation. The Corporation's logos, product names, and Related Material may not be used for any other purpose other than that contemplated in this Agreement without the express prior written consent of the Corporation.

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13. Notice -Any notice required or permitted hereunder shall be given in writing by prepaid registered mail, personal delivery, facsimile or other form of electronic communication (provided in the latter two cases that delivery thereof is confirmed) to the Subscriber as set forth in the first page hereof and for the Corporation. All notices pursuant to this Agreement shall be deemed effective when delivered if delivered by hand: in five business days from the date posted if delivered by registered mail; or upon the next business day following confirmed transmission by facsimile or electronic communication.15. General -This Agreement constitutes the entire agreement between the Corporation and the Subscriber with respect to the delivery and use of the services and supersedes all prior or contemporaneous understandings or agreements written or oral regarding the subject matter. If any part of this Agreement is found to be void and unenforceable according to its terms. This Agreement may only be modified in writing and signed by a person authorized by the Corporation.