Changes to Online Service Agreement effective 23 July 2009

Because of changes in the business processes used by Supplier and a number of its distributors and resellers, some changes have been made to the Online Services Agreement.

The first of these is that all Users and Customer Account Administrator must confirm that they accept the terms and conditions of the Online Services agreement each time they access the system. Since all users obtain their passwords and hence their ability to access the Services from the Registrant, we have provided that acceptance of the terms and conditions by a user shall be deemed acceptance by Registrant. The wording above the "I Accept" button reflects this change.

There have also been changes to a number of housekeeping type of provisions. The first of these is the requirement that the Registrant ensure that its Users all comply with the terms of the Online Services Agreement. The definition of Customer Account Administrator has been simplified.

Section 2.2 has been modified to make it clear that Users are only to use the Services for the benefit of the Registrant.

Section 3.1 (a) makes it clear that breach by anyone accessing the Services through Registrant shall constitute a breach by Registrant.

Section 7 was modified to make it clear any warranties to Registrant should come directly from the Reseller and not from Supplier. The Supplier does not make any warranties under this Agreement.

Section 9 was amended to make it clear that any act or omission of a User which gives rise to damages will create an obligation on Registrant to indemnify Supplier.

Online Services Agreement

This Online Services Agreement (the "Agreement") is a contract between Troo Corporation, a corporation incorporated under the laws of Ontario, Canada having an office at 43 Auriga Drive, Suite 102, Ottawa, Ontario, Canada K2E 7Y8 (hereinafter referred to as "SUPPLIER"), and the Registrant.

In consideration of SUPPLIER providing the Service (as defined below), the Registrant agrees to pay the Fees and to comply and ensure that its Users comply with the terms and conditions of this Agreement.

1    DEFINITIONS

For purposes of this Agreement, the following capitalized terms shall have the meanings ascribed to such terms in this Article 1 unless the context otherwise requires:

"Account" means an online account that is set up on SUPPLIER's web site and server for the Registrant pursuant to which the Services are delivered by SUPPLIER and managed by the Account Administrator on behalf of the Registrant.

"Account Administrator" means the individual who is responsible for the ongoing management and administration of the Registrant's Account.

"Agreement" means this Online Services Agreement as may be amended from time to time in accordance with the provisions hereof.

"Data" means all data belonging to the Registrant, which is created and or obtained in the course of delivering the Services.

"Device" means a means a wireless location device that tracks location and other parameters of an asset on which the Device is mounted or carried, and transmits its location and other data to a central location via a communications network.

"Fees" means the fees payable by Registrant to the Reseller pursuant to the Reseller Agreement.

"Intellectual Property Rights" means patents, trademarks, service marks, registered designs, applications for the foregoing, copyright, design rights, know-how, confidential information, trade and business names and any other similar protected rights in any country.

"Registrant" means the entity in whose name the Account is registered.

"Reseller" means a third party that is authorized to offer the Services to the Registrant, and provide the Registrant with technical support for the Services.

"Reseller Agreement" means the agreement made between the Reseller and the Registrant pursuant to which the Reseller agrees to make the Services available to the Registrant.

"Services" means those Services offered by SUPPLIER over the Internet, as the same are described in Schedule "A", together with such additions, changes and deletions thereto as SUPPLIER may from time to time deem necessary.

"User" means an individual who is an employee or contractor of the Registrant who is permitted to access the Registrant's Account (with his/her own unique User name and password) in order to use the Services.

2    TERMS AND CONDITIONS

2.1    Services and Account

a.       SUPPLIER shall provide the Services to the Registrant over the Internet, and all Data shall reside on servers controlled by SUPPLIER, or its subcontractor.

b.      SUPPLIER shall maintain a separate Account for the Registrant.

c.       The Account shall contain such information as is reasonably necessary to use the Services and as may be reasonably required by SUPPLIER in order to provide the Services and to permit the Reseller to invoice the Registrant for the Services.

2.2    Use by Users

a.       Each User shall access and use the Services solely in connection with his/her employment with Registrant or in connection with his/her contract for services with Registrant, as applicable. Any other use of the Services is strictly prohibited and shall constitute a breach of this Agreement by Registrant.

3    TERMINATION OF DELIVERY OF SERVICES

3.1    Termination

SUPPLIER may terminate the Registrant's use of the Services:

a.       immediately if Registrant or anyone accessing the Services through Registrant is in breach of this Agreement or has done anything or failed to do anything that would constitute a breach of the Reseller Agreement;

b.      on 15 days notice to Registrant, if the Reseller is in default under the terms of any agreement made between SUPPLIER and the Reseller in respect of the Services or; to the extent that the Reseller has been authorized by a distributor to make the Services available, if that distributor is in default under the terms and conditions of any agreement made between the distributor and SUPPLIER;

c.       on 30 days notice if the Registrant's Account is inactive, meaning that no Devices or Users are registered to use the Services, for a period of 12 months;

d.      immediately, in the case of technical difficulties, including, without limitation, incompatibility of the Registrant's Devices with the Services;

e.       on thirty (30) days notice, without cause;

f.       upon termination of the agreement that entitles the Reseller or the distributor to resell the Services to Registrant, in which case SUPPLIER shall have the option of providing the Services directly to the Registrant, and in such case, SUPPLIER shall be permitted to contact the Registrant to obtain the information needed to provide the Services directly to Registrant.

3.2    No Compensation

Without prejudice to any other remedies which either party may have in respect of any breach of this Agreement, the parties hereby agree that, upon termination of this Agreement for any reason in accordance with the terms hereof, neither party shall be entitled to any damages or other compensation from the other as a result of such termination.

4    DATA AND PRIVACY

4.1    Data and Privacy

Registrant acknowledges and agrees that SUPPLIER will need to regularly back up Data files in order to be able to recover from a system failure. SUPPLIER will keep such back-up files in a secure location. Upon termination of the delivery of Services, SUPPLIER shall destroy all of Registrant's Data, except for Data that may be stored on back-up files. To the extent that any of the Data is personal information, Registrant shall so advise SUPPLIER and Registrant shall be responsible for ensuring that it has obtained all consents from the owner of such personal information in order to permit SUPPLIER to provide the Services under this Agreement. SUPPLIER considers Registrant's Data to be confidential and will not share such Data with external agencies for purposes of marketing, analysis or commercial gain.

4.2    Account Security

The Registrant has been assigned an Account name and the Account Administrator a password for the purpose of setting up and managing Registrant's Account. The Registrant is responsible for maintaining the confidentiality of the password and Registrant's Account. The Registrant is fully responsible for all activities that occur under the Registrant's Account. The Registrant shall immediately notify SUPPLIER of any unauthorized use of the password or Account or any other breach of security.

4.3    Use of Data to Create Statistical Information

Registrant acknowledges and agrees that SUPPLIER will have the right to use the Data anonymously, together with data from other registrants, to generate statistical data that will provide useful performance metrics, such as uptime and service level, of the online tracking system. SUPPLIER may provide these performance metrics to the Registrant and to other SUPPLIER's registrants, resellers and/or distributors.

5    REGISTRANT'S AGREEMENT AND ACKNOWLEDGMENTS

5.1    Registrant agrees and acknowledges that:

        i.            By using the Services the Registrant agrees to be bound by the terms of this Agreement.

      ii.            In order to use the tracking Service, Registrant has purchased or leased one or more Devices from the Reseller or some other party and has entered into an agreement with the Reseller or some other party to have access to a communications network that will transmit Registrant's Data to SUPPLIER;

    iii.            Neither the Device(s) nor the communications network(s) that transmit(s) the Data are the responsibility of SUPPLIER and any failure in the performance of a Device or the communications network, including the failure to transmit Data to SUPPLIER's servers in a timely and reliable manner may disrupt the delivery of the Services;

    iv.            Reseller is not an agent of SUPPLIER and does not have the authority to represent, act for or in any way bind SUPPLIER;

      v.            The Registrant may not transfer or resell its use of or access to the Services to any third party;

    vi.            The Registrant is responsible for all activities that occur under Registrant's Account;

  vii.            SUPPLIER reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. Registrant agrees that SUPPLIER shall not be liable to Registrant or to any third party for any modification, suspension or discontinuance of the Services;

viii.            Provided that the Account Administrator has been authorized by the Reseller, the Account Administrator may add Devices, Users or additional Services to the Registrant's Account all or some of which may require the payment of additional Fees, in accordance with the terms of the Reseller Agreement. The Account Administrator shall advise the Reseller promptly if Devices, Users or additional Services are added to Registrants Account and shall pay any additional Fees that may be payable in respect of such additional Devices, Users or Services added to Registrant's Account;

    ix.            The Reseller is responsible for providing technical support to Registrant; Registrant acknowledges and agrees that SUPPLIER has no obligation to provide technical support directly to the Registrant;

      x.            Registrant acknowledges that SUPPLIER may amend this Agreement from time to time. SUPPLIER will provide Registrant with notice of such amendments by posting a notice on SUPPLIER's web site, and/or by providing notification to the Registrant's Account Administrator when he/she logs on to use the Services. The notification will include a summary of the changes, and the completed text of the modified Online Services Agreement. Registrant's Account Administrator must choose to either accept the modified Online Services Agreement or stop using the Services. If SUPPLIER only provides notification on its website that the Online Services Agreement has been amended, the amendment(s) shall be deemed to be effective seven (7) days after the notice of such amendment(s) is posted on SUPPLIER's website. Registrants shall be deemed to have accepted the amendments if the Registrant continues to use the Services after the amendments become effective as set out above.

6    INTELLECTUAL PROPERTY RIGHTS

6.1    SUPPLIER's Intellectual Property

a.       This Agreement does not create, and Registrant has no rights in or to the use of, any trademark, trade name, logo, service mark or other mark, identification or name of SUPPLIER or any Intellectual Property Right of SUPPLIER.

b.      Registrant shall promptly notify SUPPLIER of any known infringement or improper use of SUPPLIER's Intellectual Property Rights. Registrant agrees to reasonably cooperate with SUPPLIER in any action taken by SUPPLIER against such third parties, provided that all expenses of such action shall be born by SUPPLIER and all damages which may be awarded or agreed upon in settlement of such action shall accrue to SUPPLIER.

7    EXCLUSION OF WARRANTIES

ALL WARRANTIES, IF ANY, FOR THE SERVICES ARE PROVIDED TO REGISTRANT BY RESELLER AND SUPPLIER PROVIDES TO REGISTRANT AND ITS USERS THE SERVICES, AND ANY CONTENT OBTAINED OR ACCESSED THROUGH THE SERVICE ON AN "AS IS" BASIS AND WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SUPPLIER, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, SUPPLIERS, ADVERTISERS, AND AGENTS DISCLAIM ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS EXPRESS, IMPLIED OR STATUTORY OR THOSE ARISING FROM STATUTE OR THE USAGE OF TRADE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES RELATING TO THE ADEQUACY, ACCURACY OR COMPLETENESS OF THE DATA.

Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply to Registrant.

SUPPLIER DOES NOT WARRANT THAT (i) THE SERVICES WILL MEET REGISTRANT'S OR ITS USERS' REQUIREMENTS, (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE DATA THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVER(S) ON WHICH THE SERVICE IS HOSTED ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. REGISTRANT ACKNOWLEDGES THAT REGISTRANT IS RESPONSIBLE FOR OBTAINING ACCESS TO AND MAINTAINING ALL COMMUNICATION NETWORK, TELEPHONE, COMPUTER HARDWARE AND OTHER EQUIPMENT NEEDED TO ACCESS AND USE THE SERVICES, AND ALL CHARGES RELATED THERETO. REGISTRANT ASSUMES TOTAL RESPONSIBILITY AND RISK FOR REGISTRANT'S USE OF THE SERVICES AND ITS RELIANCE THEREON.

8    LIMITATION OF LIABILITY

IN NO EVENT SHALL SUPPLIER, ITS EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE IN ANY WAY WHATSOEVER UNDER THIS AGREEMENT OR IN ANY WAY RELATED TO THE SERVICES, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR FOR ANY LOST PROFITS OR BUSINESS REVENUE, LOST BUSINESS, LOSS OF DATA, FAILURE TO REALIZE EXPECTED SAVINGS, OR OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND WHATSOEVER REGARDLESS OF HOW SUCH COSTS, LOSSES OR DAMAGES WERE CAUSED OR AROSE AND WHETHER OR NOT SUCH COSTS, LOSSES OR DAMAGES ARE/WERE FORESEEABLE OR SUPPLIER ITS EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH COSTS, LOSSES OR DAMAGES. SUPPLIER SHALL ONLY BE LIABLE FOR DIRECT DAMAGES PROVIDED THAT SUPPLIER'S TOTAL CUMULATIVE LIABILITY TO REGISTRANT FOR ALL CLAIMS FOR COSTS, LOSSES AND DAMAGES HEREUNDER FOR ANY CAUSE WHATSOEVER SHALL IN NO EVENT EXCEED THE AMOUNTS RECEIVED BY SUPPLIER FROM RESELLER IN RESPECT OF SERVICES PROVIDED TO THE REGISTRANT DURING THE SIX MONTH PERIOD PRECEDING THE DATE OF THE MOST RECENT CLAIM. REGISTRANT'S SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICES IS TO STOP USING THE SERVICES. THE SOLE AND EXCLUSIVE MAXIMUM LIABILITY OF SUPPLIER FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR OTHERWISE) SHALL BE THE TOTAL AMOUNT, IF ANY, PAID DIRECTLY TO SUPPLIER BY REGISTRANT, FOR ACCESS TO THE SERVICES. THE FOREGOING LIMITATIONS AND EXCLUSIONS OF LIABILITY SHALL APPLY REGARDLESS OF WHETHER THE CLAIM AROSE IN CONTRACT INCLUDING A FUNDAMENTAL BREACH, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY OR UNDER STATUTE.

9    INDEMNIFICATION

Registrant agrees to indemnify, defend and hold SUPPLIER its officers, directors, employees, agents and representatives harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys' fees), or other expenses that arise directly or indirectly out of or from (a) Registrant's violation of this Agreement; (b) Registrant's use of the Services; (c) any act or omission of any of its Users; or (d) Registrant's violation of the rights of any third party.

10    MISCELLANEOUS

10.1    Assignment

SUPPLIER may subcontract Services from time to time. Except as otherwise provided herein, neither party shall have the right to assign or otherwise transfer its rights and obligations under this Agreement except with the prior written consent of the other party, such consent not to be unreasonably withheld. Any prohibited assignment shall be null and void. Notwithstanding the foregoing, either party may assign its rights and obligations under this Agreement to a parent, an affiliate, division, subsidiary or an entity, which acquires substantially all of that party's business, which is related to this Agreement.

10.2    Governing Law

This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Ontario, Canada without regard to the conflict of laws provisions. The parties irrevocably attorn to the jurisdiction of the courts of the Province of Ontario. . The parties expressly exclude from this Agreement all the provisions of the Vienna Convention, 1980 (The United Nations Convention on Contracts for the Internal Sale of Goods).

10.3    Severability

The provisions of this Agreement shall be deemed severable. If any provision or any part thereof is, for any reason, held to be invalid or unenforceable in any respect under the laws of any jurisdiction where enforcement is sought, such invalidity or unenforceability will not affect any other provision of this Agreement and this Agreement will be construed as if such invalid or unenforceable provision or part thereof had not been contained therein.

10.4    Amendments

SUPPLIER may modify or amend this Agreement from time to time. Any changes SUPPLIER makes to this Agreement will be effective seven (7) days after notice of any change is provided to Registrant, which may be done by means including, without limitation, posting on our web sites or via email. Registrant's use of the Services after such notice will be deemed acceptance of such changes.

10.5    Headings

All headings and captions contained herein are for convenience and ease of reference only and are not to be considered in the construction or interpretation of any provision of this Agreement.

10.6    Sections

Numbered or lettered paragraphs, subparagraphs and schedules contained in this Agreement refer to sections, subsections and attachments of this Agreement

10.7    Notices

Unless otherwise specified, all notices and other communications provided for under this agreement shall be in writing (including e-mail, facsimile or similar electronic communication) and mailed, hand-delivered or electronically transferred:

To SUPPLIER:   Troo Corporation

               43 Auriga Drive, Suite 102

               Ottawa, Ontario, Canada K2E 7Y8

               Telephone:  1-613 225 8766

               Fax:  613-224-9375

Attention:     Larry Woods, Chief Financial Officer

               Larry.Woods@Troocorp.com

              

To Registrant: Via email to Account Administrator

10.8    Waivers

Any consent by any party to, or waiver of, a breach by the other, whether express or implied, shall not constitute consent to, or a waiver of any other, different or subsequent breach. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof.

10.9    Entire Agreement; Governing Terms

This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and cancels and supersedes any prior understanding and agreements between the parties relating thereto. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied, statutory or otherwise between the parties, except as expressly set forth in this Agreement.

If YOU ARE IN AGREEMENT WITH THE TERMS AND CONDITIONS SET OUT ABOVE CLICK THE "I ACCEPT" BUTTON. SINCE ALL USERS OBTAIN THEIR PASSWORDS DIRECLTY OR INDIRECTLY FROM REGISTRANT, ACCEPTANCE OF THIS AGREEMENT BY ANY USER OR CUSTOMER ADMINISTRATOR CLICKING ON THE "I ACCEPT" BUTTON SHALL BE DEEMED TO BE ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS ONLINE SERVICES AGREEMENT BY REGISTRANT. IF YOU ARE NOT IN AGREEMENT WITH THE ABOVE TERMS AND CONDITIONS YOU SHOULD NOT USE THE SERVICES.

SCHEDULE "A"
DESCRIPTION OF SERVICES

The Services are configurable mapping and asset tracking tools that permit the collection, processing and analysis of data from wireless Devices in a secure hosted environment. The Services include Standard Services, and may also include Premium Services, Customer Services, and/or Additional Services. The features included in each of these service levels may be altered at the sole discretion of SUPPLIER.

Standard Services

Standard Services provide a suite of utilities to conduct the fundamental tasks of asset tracking. The main components of standard services are as follows:

·         Gateways:
Gateways provide the interface between the tracking system and the client data. Gateways may interact directly with tracking Devices, or with client back office databases. Gateways recognize and record location and event data and trigger alarms and notifications where appropriate.

·         Administrative Suite:
The Administrative Suite provides the security and management framework for all services. Authenticated users use the administrative suite to access system applications used to configure users, Devices, notifications/events and preferences. Access to elements of the Administrative system may be restricted by system Administrators through the use of access control lists and user groups.

User Management:
User Management services provide integrated tools for individual user and group management. Through group membership, users can be given or denied access to elements of the system. All access to services is governed by the user manager.

Device Management:
The Administrative suite allows for creation, deletion and alteration of Devices and configuration of their parameters. Parameters such as read access and display options (symbol, color, etc.) may be manipulated individually or in a batch process with bulk edit tools.

Notifications & Alarms:
The Administrative suite permits users to define and maintain notification lists. Notifications lists define the recipients of alerts and event notices. Additionally, where applicable, users may define additional alarms and parameters for use with digital or analog Device inputs.

System Preferences:
The system may be configured for individual users or on system wide basis for map display settings such as customized views, units of measurement, co-ordinate system displays, Device labels and state display, and report settings such as location radii and automatic location geocoding.

Custom Layers:
Through the Administrative suite users can upload their own GIS data layers to the system.

My Locations:
The My Locations application allows administrative users to define new map layers, that can be used, for example, for creating points of interest on the map.

Reports:
The Administrative suite provides at least ten different reports for use with Device data. Reports may be run on individual Devices or fleet wide for a single or series of dates.

·         Map Client:
The Map Client Services provide management and asset visibility that is suitable for small and large fleets of assets.

Geofences:
A geofences is a virtual boundary on a geographic region that can be created by users to trigger alarms and/or notifications. Geofences may be created using the drawing tools, or (for Premium Service users) with routing tools.

SuperLayer™ Architecture:
Panorama™ utilizes a unique SuperLayer™ architecture enabling manipulation of map data. SuperLayers are each comprised of a series of smaller data layers grouped in a logical order to ease system management and improve system performance.

Event Management Tab ("EMT"):
The Event Management Tab provides access to a real-time account of events and alarms being reported to the system. Utilizing the EMT, users can zoom to events and historical data related to the Devices.

Custom Views:
Via the map client, users are able to define and save map views called Custom Views, which may be accessed from the map side pane for navigating the map. A single Custom View may also be selected as the Home view, allowing users to have the map client to load this view whenever the Map application is launched.

Trip viewing:
The map client permits users to display individual or multiple historical trips for one or more Devices.

·         Data Services:

WMS Services:
SUPPLIER services are compliant with OGC standards and thus permits users to integrate Web Mapping Services into their mapping solution. Standard services include connectivity to North American weather data.

Historical Trip Data
Standard Services include Data storage for up to 6 months; this period may be extended with the appropriate arrangements at additional cost.

Vector Data:
The Services support at least eight vector data formats. Vector data loaded into the system includes street files (at least 32 countries) and international boundaries. Custom vector data can be added via the Custom Layers feature.

Raster Data:
The Services support over 50 different raster data formats. Raster data such as satellite imagery and topographic files are included. Custom raster data can be added via the Custom Layers feature.

Premium Services

The Premium Services include all the functionality of Standard Services with the addition of the features below:

Routing:
Routing refers to a process by which a route between two addresses is determined by the system. Routing services can provide driving directions and the ability to create geofences based upon travel routes. The routing services find routes based upon either the quickest (time of travel) or shortest (distance traveled) criteria.

Geocoding:
Geocoding is the process of assigning geographic identifiers (e.g., postal codes or geographic coordinates expressed as latitude-longitude) to a particular location on a map. These Services can also determine the address associated with a given Latitude and Longitude (reverse geocoding)

Custom Services

Upon request, custom features or functionality may be developed to suit the specific needs of a particular client or Device. Custom Services are paid for and are developed specifically for a particular Customer, under a contract between SUPPLIER and the Customer.

Additional Services

The following Additional Services may also be offered at an additional cost. Additional Services are as follows:

Digital Globe Imagery
Digital Globe is the industry leader in Hi-Resolution satellite imagery (offering satellite imagery at varying levels of detail). Imagery up to 1 meter resolution may be added to any of the Services.

Short Message Service (SMS)
Adding SMS service to a tracking system enables users to send notifications directly to handheld phones.