TERMS AND CONDITIONS OF PURCHASE AND/OR USE AGREEMENT

PLEASE READ THIS CONTRACT CAREFULLY. BY PURCHASING AND/OR USING, PARAMOUNT SOLUTIONS, PARAMOUNT PRODUCTS AND/OR SERVICES AND/OR ANY SOFTWARE RELATED THERETO, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. THIS AGREEMENT IS ENFORCEABLE AGAINST YOU AND ANY LEGAL ENTITY THAT OBTAINED OUR SOLUTIONS AND/OR PRODUCTS AND/OR SERVICES AND/OR ANY SOFTWARE RELATED THERETO AND ON WHOSE BEHALF IT IS USED. IF YOU DO NOT AGREE, DO NOT PURCHASE OR USE OUR SOLUTIONS AND/OR PRODUCTS AND/OR SERVICES AND/OR ANY SOFTWARE RELATED THERETO.

Paramount Tracking Services, Inc. and its suppliers own all intellectual property in their Solutions and Products and Services and Software. Your purchase of a Paramount Solution (also known as "our products and/or services and/or any software related thereto") permits you to use Paramount's Solutions only in accordance with the terms of this Agreement. You as a user also agree to the terms and conditions of any of Paramount's suppliers and agree to review this information prior to purchase.

1. Definitions

"Software" means (a) all of the contents of the files (provided either by electronic download, on physical media or any other method of distribution), disk(s), CD-ROM(s) or other media with which this Agreement is provided, including but not limited to Google Earth® and related software loaded on your device or used via free download with any of our products or services and related explanatory written materials or files; and (b) upgrades, modified versions, updates, additions, and copies of the Software, if any (collectively, "Updates").

"Use" or "Using" means to access, install, download, copy, or otherwise benefit from using the functionality of Software in accordance with the purchase of Paramount products and services.

"Computer" means an electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions.

"Solution" means any our products, services, software related used with any of our products or services, or combination thereof.

"Paramount" means Paramount Tracking Services, Inc., a Tennessee corporation, with a principal place of business located at 2112 N. Roan Street, Johnson City, TN 37601

2. Software License.

If you obtained Software from Paramount, any of its suppliers or a third party company providing compatible software that can be used in conjunction with a Paramount solution or Software from one of Paramount's authorized licensees, Paramount grants to you a non-exclusive license to Use the Software for the purposes described in the Documentation provided with your product or provided with the Software from Paramount's third party sources.

2.1 General Use. You may install and Use a copy of the Software on your compatible Computer or device, up to the Permitted Number of computers or devices. The Software may not be shared, installed or used concurrently on different computers or devices.

2.2 Server Use and Distribution. Unless expressly permitted, no server or network use of Software is permitted, including but not limited to use of the Software (i) either directly or through commands, data or instructions from or to another computer or (ii) for internal network, internet or web hosting services.

2.3 Backup Copy. You may make one backup copy of the Software, provided your backup copy is not installed or used on any Computer. You may not transfer the rights to a backup copy.

2.4 No Modification. You may not modify, adapt, translate or create derivative works based upon Paramount Solutions or Software. You may not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of Software or any Paramount Solution except to the extent you may be expressly permitted under applicable law following your request of information related to such activities. Paramount has the right to impose reasonable conditions and to request a reasonable fee before providing such information. Any such information supplied by Paramount and any information obtained by you by such permitted activity may only be used by you for the purpose described herein and may not be disclosed to any third party or used to create any software or device which is substantially similar to the expression of any Paramount Software or Paramount Solution. Requests for information should be directed to Paramount's consumer relations department within Paramount's executive office.

2.5 Third Party Website Access. Software may allow you to access third party websites ("Third Party Sites"). Your access to and use of any Third Party Sites, including any goods, services or information made available from such sites, is governed by the terms and conditions found at each Third Party Site, if any. Third Party Sites are not owned or operated by Paramount. YOUR USE OF THIRD PARTY SITES IS AT YOUR OWN RISK. PARAMOUNT MAKES NO WARRANTIES, CONDITIONS, INDEMNITIES, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS, INCLUDING BUT NOT LIMITED TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, INTEGRATION, ACCURACY, SECURITY, AVAILABILITY, SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE THIRD PARTY SITES.

2.6 Warranty Disclaimer. USE OF ANY PARAMOUNT SOLUTION OR SOFTWARE USED IN CONJUNCTION WITH A PARAMOUNT SOLUTION IS MADE ON AN "AS IS" BASIS ONLY AND WITHOUT ANY WARRANTY OR INDEMNITY OF ANY KIND. PARAMOUNT MAKES NO WARRANTIES, CONDITIONS, INDEMNITIES, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS, INCLUDING BUT NOT LIMITED TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, INTEGRATION, ACCURACY, SECURITY, AVAILABILITY, SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO PARAMOUNT SOLUTIONS OR SOFTWARE USED IN CONJUNCTION WITH A PARAMOUNT SOLUTION.

2.7. Indemnity. You agree to hold Paramount and/or any software provider and/or third party website owner and/or any Paramount supplier harmless from any and all liabilities, losses, actions, damages, or claims (including all reasonable expenses, costs, and attorneys fees) arising out of or relating to any use of, or reliance on, any Paramount Solution and/or any software and/or third party websites and/or any Paramount supplier, including, without limitation (a) reliance on an expired or revoked licenses or certificates, (b) improper verification of a license or certificate, (c) use of a license or certificate other than as permitted by this Agreement or applicable law; (d) failure to exercise reasonable judgment under the circumstances in relying on a Paramount Solution and/or any software and/or third party websites and/or any Paramount supplier or (e) failure to perform any of the obligations as required by Paramount or a third party or a supplier of software used in conjunction with a Paramount Solution.

2.8 Limit of Liability. UNDER NO CIRCUMSTANCES WILL PARAMOUNT (EXCEPT AS EXPRESSLY SET FORTH HEREIN) BE LIABLE TO YOU, OR ANY OTHER PERSON OR ENTITY, FOR ANY LOSS OF USE, REVENUE OR PROFIT, LOST OR DAMAGED DATA, OR OTHER COMMERCIAL OR ECONOMIC LOSS OR FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, STATUTORY, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER RELATED TO YOUR USE OR RELIANCE UPON A PARAMOUNT SOLUTION OR SOFTWARE USED IN CONJUNCTION WITH A PARAMOUNT SOLUTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE. THIS LIMITATION SHALL APPLY EVEN IN THE EVENT OF A FUNDAMENTAL OR MATERIAL BREACH OR A BREACH OF THE FUNDAMENTAL OR MATERIAL TERMS OF THIS AGREEMENT.

2.9 Third Party Beneficiaries. You agree that any third party supplying software or devices used in conjunction with a Paramount Solution shall be entitled to enforce this agreement with you as if you had entered into this agreement with them.

3. Restrictions.

3.1 Notices. You shall not copy any Software except as set forth in Section 2. Any copy of Software that you make must contain the same copyright and other proprietary notices that appear on or in the Software.

3.2 Paramount Restrictions. You are not authorized to integrate or use Paramount Solutions or software with any other software, plug-in or enhancement that uses or relies upon the Paramount Solutions or software except as expressly permitted under this agreement.

4. Transfer.

You may not rent, lease, sublicense, assign or transfer any portion of your Paramount Solution without the express written consent of Paramount.

5. Intellectual Property Ownership, Copyright Protection.

Paramount Solutions and Software and any authorized copies that you make are the intellectual property of and are owned by Paramount and its suppliers. The structure, organization and code of Paramount Solutions and Software are the valuable trade secrets and confidential information of Paramount and its suppliers. Paramount Solutions and any Software is protected by law, including without limitation the copyright laws of the United States and other countries, and by international treaty provisions. Except as expressly stated herein, this Agreement does not grant you any intellectual property rights in Paramount Solutions or Software and all rights not expressly granted are reserved by Paramount and its suppliers.

6. Updates.

If Software is an Update to a previous version of Software, you must possess a valid license to such previous version in order to Use such Update(s). All Updates are provided to you on a license exchange basis. You agree that by Using an Update you voluntarily terminate your right to use any previous version of the Software. As an exception, you may continue to Use previous versions of the Software on your Computer after you Use the Update but only to assist you in the transition to the Update, provided that: (a) the Update and the previous versions are installed on the same computer; (b) the previous versions or copies thereof are not transferred to another party or Computer unless all copies of the Update are also transferred to such party or Computer; and (c) you acknowledge that any obligation Paramount may have to support the previous versions of the Software may be ended upon availability of the Update.

7. NO WARRANTY.

Paramount Solutions and Software are being delivered to you "AS IS" and Paramount makes no warranty as to its use or performance. Paramount provides no technical support, warranties or remedies for Software. PARAMOUNT AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING PARAMOUNT SOLUTIONS AND/OR SOFTWARE. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, PARAMOUNT AND ITS SUPPLIERS MAKE NO WARRANTIES CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. The provisions of Section 7 and Section 8 shall survive the termination of this Agreement, howsoever caused, but this shall not imply or create any continued right to Use Paramount Solutions and Software after termination of this Agreement.

8. LIMITATION OF LIABILITY.

IN NO EVENT WILL PARAMOUNT OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A PARAMOUNT REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. PARAMOUNT'S AGGREGATE LIABILITY AND THAT OF ITS SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID FOR THE PARAMOUNT SOLUTION OR SOFTWARE, IF ANY. Nothing contained in this Agreement limits Paramount's liability to you in the event of death or personal injury resulting from Paramount's negligence or for the tort of deceit (fraud). Paramount is acting on behalf of its suppliers for the purpose of disclaiming, excluding and/or limiting obligations, warranties and liability as provided in this Agreement, but in no other respects and for no other purpose.

9. Export Rules.

You agree that Paramount Solutions and Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the "Export Laws"). In addition, if a Paramount Solution or Software is identified as export controlled items under the Export Laws, you represent and warrant that you are not a citizen, or otherwise located within, an embargoed nation (including without limitation Iran, Syria, Sudan, Libya, Cuba, and North Korea) and that you are not otherwise prohibited under the Export Laws from receiving a Paramount Solution or Software used in connection with a Paramount Solution. All rights to Use the Software are granted on condition that such rights are forfeited if you fail to comply with the terms of this Agreement.

10. Governing Law.

This Agreement will be governed by and construed in accordance with the substantive laws in force: (a) in the State of Tennessee, if your Purchase is shipped to you when you are in the United States, Canada, or Mexico; or (b) in Japan, if your Purchase is shipped to you when you are in Japan, China, Korea, or other Southeast Asian country where all official languages are written in either an ideographic script (e.g., hanzi, kanji, or hanja), and/or other script based upon or similar in structure to an ideographic script, such as hangul or kana; or (c) England, if your Purchase is shipped to you when you are in any other jurisdiction not described above. The respective courts of Washington County, Tennessee when Tennessee law applies, Tokyo District Court in Japan, when Japanese law applies, and the competent courts of England, when the law of England applies, shall each have non-exclusive jurisdiction over all disputes relating to this Agreement. This Agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

11. General Provisions.

If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms. This Agreement shall not prejudice the statutory rights of any party dealing as a consumer. This Agreement may only be modified by a writing signed by an authorized officer of Paramount. Updates may be licensed to you by Paramount with additional or different terms. This is the entire agreement between Paramount and you relating to Paramount Solutions and Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to Paramount Solutions and Software.

12. Compliance with Licenses.

If you are a business or organization, you agree that upon request from Paramount or Paramount's authorized representative, you will within thirty (30) days fully document and certify that use of any and all Paramount Solutions and Software at the time of the request is in conformity with your valid agreement with Paramount.

13. Specific Provisions and Exceptions.

13.1 Limited Warranty for Users Residing in Germany or Austria. If you obtained a Paramount Solution or Software in Germany or Austria, and you usually reside in such country, then Paramount warrants that the Paramount Solution and/or Software will have a limited warranty for thirty days or the minimum time should thirty days not meet the requirements of that jurisdiction. This limited warranty shall only apply to the extent that the product continue to work as described and that the user not damage or misuse the Paramount Solution or Software. THIS LIMITED WARRANTY DOES NOT APPLY TO SOFTWARE PROVIDED TO YOU FREE OF CHARGE, FOR EXAMPLE, UPDATES, PRE-RELEASE, TRYOUT, PRODUCT SAMPLER, NOT FOR RESALE (NFR) COPIES OF SOFTWARE, OR SOFTWARE THAT HAS BEEN ALTERED BY YOU, TO THE EXTENT SUCH ALTERATIONS CAUSED A DEFECT. To make a warranty claim, during the limited warranty period you must return, at your expense, the Paramount Solution or Software and proof of purchase to the location where you obtained it. If the functionalities of the Paramount Solution or Software vary substantially from the agreed upon functionalities, Paramount is entitled -- by way of re-performance and at its own discretion -- to repair or replace the Paramount Solution or Software. If this fails, you are entitled to a reduction of the purchase price (reduction) or to cancel the purchase agreement (rescission) excepting your payment of shipping and handling. For further warranty information, please contact Paramount's Customer Support Department in Paramount's executive office in the United States.

13.2 Limitation of Liability for Users Residing in Germany and Austria. If you obtained a Paramount Solution or Software in Germany or Austria, and you usually reside in such country, then Section 8 does not apply, Instead, Paramount's statutory liability for damages shall be limited as follows: (i) Paramount shall be liable only up to the amount of damages as typically foreseeable at the time of entering into the purchase agreement in respect of damages caused by a slightly negligent breach of a material contractual obligation and (ii) Paramount shall not be liable for damages caused by a slightly negligent breach of a non-material contractual obligation.

13.3 The aforesaid limitation of liability shall not apply to any mandatory statutory liability, in particular, to liability under the German Product Liability Act, liability for assuming a specific guarantee or liability for culpably caused personal injuries.

13.4 You are required to take all reasonable measures to avoid and reduce damages to any purchased Paramount Solution and any software used in connection with your Paramount Solution, in particular to make back-up copies of Software and your computer data subject to the provisions of this Agreement.

13.5 This agreement is subject to change at any time without prior notice. This could result in your devices use(s) being restricted and your purpose for purchase being frusterated. You agree that this is no way entitles you as purchaser to any remedy under law.

14. Inability to Limit Liability.

INABILITY TO LIMIT LIABILITY. WHERE LIABILITY CANNOT BE EXCLUDED, BUT IT MAY BE LIMITED, PARAMOUNT'S LIABILITY AND THAT OF ITS SUPPLIERS SHALL BE LIMITED TO THE SUM OF FIFTY DOLLARS (U.S. $50) IN TOTAL.

15. Obligation to Insure Use is Consistent With Governing Law.

Dependent on your jurisdiction, there may be limitations to the lawful use of Paramount Solutions and/or software and/or third party websites and/or other goods or services from Paramount's suppliers. Before any purchase or use you agree that you will research the governing law to determine whether your use of a Paramount Solution and/or software and/or third party website and/or other good or service from Paramount's suppliers is consistent with Governing Law. In the event that you determine that you cannot use a Paramount Solution and/or software and/or third party website and/or other good or service from Paramount's suppliers without violating local, state, federal, international treaties or any other rule of law (governing law), you agree to not purchase or use any Paramount Solution and/or software and/or third party website and/or other good or service from Paramount's suppliers.

In the event that you have already used or purchased a Paramount Solution and/or software and/or third party website and/or other good or service from Paramount's suppliers and you learn that your purchase or use may violate governing law, you agree to discontinue use in any manner inconsistent with lawful use. You agree that your failure to adequately research the manner of lawful use in your jurisdiction does not give cause for return or refund in any way. In the event that you cannot determine whether your purchase or use violates Governing Law, you agree to consult a legal professional. You agree that you will not rely upon statements from employees of Paramount or subcontractors selling Paramount Solutions as legal advice and that any statements made by employees of Paramount or subcontractors selling Paramount Solutions regarding Governing Law should not be considered in determining whether your use is lawful.

16. Questions

If you have any questions regarding this Agreement or if you wish to request any information from Paramount, please use the address and contact information included in sales materials or via the web at www.ParamountTracking.com and contact the Paramount office serving your jurisdiction.