TERMS OF USE 1. Service Soluteo or a member of the Soluteo group of companies (“Soluteo”) will provide you (“You” or the “User(s)”) with a subscription to Soluteo's FFA EXPRESS platform and software (the "Service") over the term of this agreement (the "Agreement" or the “Terms of Use”). This Agreement is subordinated to a master service agreement (the “Service Agreement”) entered into by the Customer, as defined in the Service Agreement, and Soluteo. The Terms of Use are imposed upon each and every User of a Customer in connection with the use of the Service. For a complete description of the services, rights, obligations and undertakings pursuant to the Service Agreement, the User should consult such Service Agreement. 2. Software All software items delivered to The User under this Agreement are licensed, on a non-exclusive basis, and not sold. The User’s license to use the software will end on the date the User’s Service ends, and the User must promptly uninstall any software part of the Service. Soluteo may disable the software after the date the Service ends. The User will not disassemble, decompile, or reverse engineer any software included in the Service. 3. Intellectual Property Rights Except as expressly stated in this Agreement, neither party shall acquire any rights to intellectual property rights belonging to the other as a result of the provisions of this Agreement. The User acknowledges that Soluteo owns all right, title and interest in and to the Service, including without limitation all intellectual property rights ("Soluteo Rights"), and such Soluteo Rights are protected by national and international intellectual property laws. Accordingly, the User agrees that it will not copy, reproduce, alter, modify, or create derivative works from the Service. The User also agrees that it will not use any robot, spider, other automated device, or manual process to monitor or copy any content from the Service. The Soluteo Rights include, among others, rights to (i) the Service developed and provided by Soluteo; and (ii) all software associated with the Service. The Service uses content provided by third parties. Such third parties grant the User a non-transferable, non-exclusive license to use the spatial map data or other data provided for the Service, documentation, and other materials supplied to Soluteo and in turn provided to The User in this Service, solely for internal use by The User’s business or for The User’s personal use. The User agrees not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or Soluteo Rights, in whole or in part. 4. The User's Representations and Warranties to Soluteo The User will observe and abide by all applicable statutes, laws, ordinances, rules and regulations. 5. Network and GPS Coverage The User acknowledges that Soluteo's Service and network access are subject to transmission limitations caused by a variety of factors such as atmospheric conditions, topographical obstructions, limitations or lack of coverage of the underlying carrier service and other natural or manmade conditions. In addition, motor and ignition noise, metal shielding, interference by users of the same or adjacent radio channels may limit or interfere with coverage. 6. Interruption of Service Soluteo shall not be held liable by The User or any third party for any loss or damage arising from Service, or its malfunction, interruption, transmission errors, defects or any other cause, including, but not limited to, interruption caused by Internet service providers, data hosting facilities, or underlying wireless carriers. Soluteo does not assume and shall not have any liability for events beyond Soluteo's control or the control of Soluteo's subcontractors, or licensors, including, but not limited to, acts of God, acts of any governmental entity, acts of public enemy, strikes or weather conditions. 7. Permitted Down Time The Service may be interrupted to enable Soluteo to comply with an order from any competent regulatory body or administrative authority or to enable Soluteo to carry out or have carried out work relating to the maintenance or upgrade of the Service. Soluteo shall use reasonable endeavours to ensure that the Service be interrupted during low usage hours of the Service. 8. Misuse of Service Service to The User will be restricted or cancelled if there is a reasonable suspicion of misuse or fraudulent use. Soluteo may, without notice, take any necessary action, including interrupting, or even terminating The User's Service. The User will be responsible to Soluteo for any costs incurred (including attorneys fees) as a result of misuse or fraudulent use of the Service. The User agrees not to resell or re-bill the Service provided to The User to any other individual or entity. The User agrees that it is responsible for its own conduct and content while using the Service and for any consequences thereof. The User agrees to use the Service only for purposes that are legal, proper and in accordance with these Terms of Use and any applicable policies or guidelines. By way of example, and not as a limitation, The User agrees that when using the Service, it will not: (a) defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; (b) upload, post, email or transmit or otherwise make available any inappropriate, defamatory, infringing, obscene, or unlawful Content; (c) upload, post, email or transmit or otherwise make available any Content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party, unless Customer is the owner of the rights or has the permission of the owner to post such Content; (d) restrict or inhibit any other user from using and enjoying Soluteo services; (e) use Soluteo services for any illegal or unauthorized purpose or use Soluteo services or portions thereof in a way that may facilitate, directly or indirectly, illegal activities. (f) remove any copyright, trademark or other proprietary rights notices contained in or on Soluteo services; (g) interfere with or disrupt Soluteo services or servers or networks connected to Soluteo services, or disobey any requirements, procedures, policies or regulations of networks connected to Soluteo services; (h) take any action that imposes an unreasonable or disproportionately large load on the Service infrastructure; (i) submit Content that falsely expresses or implies that such Content is sponsored or endorsed by Soluteo; (j) create user accounts by automated means or under false or fraudulent pretenses; (k) promote or provide instructional information about illegal activities or promote physical harm or injury against any group or individual; or (l) transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature. In the event of a suspected misuse of the Service, Soluteo will have the right to disclose client information and the data transmitted to the police forces and other relevant law enforcement authorities. 9. Third Party Content The Service includes content provided by third parties. Soluteo makes no representations or warranties regarding the accuracy or completeness of the information provided by these third parties. The User acknowledges that the terms of use of services provided by third parties, such as mapping information, may be changed at any time by such third parties. 10. Map Information Map information provided through the Service is intended for planning purposes only. The User may find that construction projects, traffic conditions or other events may cause road conditions to differ from the map results. The User may not delete or in any manner alter the copyright, trademark, or other proprietary rights notices appearing in map information, including photographic imagery. Geocoding data for map content is subject to copyright protection and other intellectual property rights owned by or licensed to third parties. The User may be held liable for any unauthorized copying or disclosure of this material. The User may not use the Service in a manner which gives The User or any other person access to mass downloads or bulk feeds of numerical latitude and longitude coordinates. 11. Disclaimer of Warranties Soluteo disclaims any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, or operability or availability of information or material displayed in or through the Service. Soluteo disclaims any responsibility for the deletion, failure to store, misdelivery, or untimely delivery of any information or material. Soluteo disclaims any responsibility for any harm resulting from downloading or accessing any information or material on the Internet through the Service. THE USER EXPRESSLY UNDERSTAND AND AGREE THAT: (i) SOLUTEO FURNISHES AND THE USER ACCEPTS THE SERVICE ON AN "AS-IS, AS AVAILABLE" BASIS WITH NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, EXPLICITLY DISCLAIMING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES OF SECURITY, AND INFRINGEMENT, REGARDING THE SERVICE TO THE USER, OR ANY THIRD PARTY; (ii) SOLUTEO MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET THE USER’S REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY THE USER THROUGH THE SERVICE WILL MEET THE USER EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED; (iii) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICE IS DONE AT THE USER’S OWN DISCRETION AND RISK AND THAT THE USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL; (iv) TO THE EXTENT SOLUTEO PROVIDES ACCESS TO INFORMATION PROVIDED BY OTHER SOURCES, SOLUTEO ACCEPTS NO LIABILITY FOR AND MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONTENT THEREOF; (v) THE USER HAS NOT RELIED ON AND WILL NOT CLAIM THAT IT IS ENTITLED TO THE BENEFITS OF ANY REPRESENTATIONS, PROMISES, DESCRIPTION OF SERVICES OR OTHER STATEMENT NOT SPECIFICALLY SET FORTH IN THIS AGREEMENT. The parties agree that this is a contract for services, not goods and therefore the Uniform Commercial Code or similar legislation covering this Agreement does not apply. Soluteo is not responsible for problems caused by changes made by The User, problems with The User’s computer hardware, operating systems, or operating characteristics, or for problems in the interaction of the hardware or software with non-Soluteo software components. 12. Liability Limitation THE ENTIRE LIABILITY OF SOLUTEO AND THIRD PARTIES WHO CONTRIBUTE TO THE SERVICE AND THE USER'S EXCLUSIVE REMEDY UNDER OR FOR BREACH OF THIS AGREEMENT SHALL BE REFUND OF THE SERVICE FEES PAID FOR THE TWO MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE, REGARDLESS OF ANY DEFECT IN THE SERVICE, SOFTWARE, COMMUNICATIONS NETWORKS, OR NEGLIGENCE ON SOLUTEO'S PART, OR SOLUTEO'S SUBCONTRACTOR'S PART AND REGARDLESS OF THE CLAIM OR FORM OF ACTION. IN NO EVENT WILL SOLUTEO AND THIRD-PARTIES WHO CONTRIBUTE TO THE SERVICE BE LIABLE TO THE USER OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, COST OF PROCUREMENT OF SUBSTITUTE GOODS, OR ANY OTHER PECUNIARY LOSS) THAT THE USER OR ANY THIRD PARTY MIGHT INCUR DUE TO THE USER'S USE OR INABILITY TO USE THE SOLUTEO SERVICE OR SOLUTEO'S FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF SOLUTEO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE USER ASSUMES ALL RISK OF USE OF THE SERVICE, INCLUDING, BUT NOT LIMITED TO, THE RISK OF TRAFFIC ACCIDENTS WHILE USING THE SERVICE. THE SERVICE IS NOT GUARANTEED AGAINST EAVESDROPPERS OR INTERCEPTORS. THE USER AGREES THAT SOLUTEO SHALL NOT BE LIABLE TO THE USER OR ANY THIRD PARTY FOR LACK OF PRIVACY OR SECURITY. Without limiting the foregoing, under no circumstances shall Soluteo or its licensors be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning. 13. Indemnity The User agrees to defend, indemnify and hold harmless Soluteo, its subsidiaries, affiliates, officers, agents, and employees, advertisers or partners, and third parties who contribute to the Service from any loss, liability or damage, consequential or otherwise, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature, occasioned by, growing out of, or arising from The User's breach of this Agreement, use or misuse of the Service or any other act or failure to act by The User, The User's agents or employees. The failure of The User to perform its obligations under any other agreement between Soluteo and The User shall be a default under this Agreement. 14. Defaults If The User breaches any provision of this Agreement, Soluteo may terminate this Agreement and (i) receive from Customer all amounts due under this Agreement plus the costs of collection, attorney's fees and collection agency charges AND (ii) pursue any other remedy at law or in equity. 15. Confidentiality Each party undertakes to the other that during the term of this Agreement and thereafter it shall keep and procure that its employees and agents shall keep secret and confidential, and not disclose to any third party any and all information or material of a confidential or business nature relating to the other received or obtained in connection with this Agreement unless such information or material: (i) is required by law to be disclosed by them; or (ii) is in the public domain otherwise than by breach of this clause. As used herein, Confidential Information means: (i) the computer software and algorithms possessed by either party and all source documents relating to such computer software; (ii) proprietary business information of either party (including, without limitation, the names and addresses of Soluteo’s information providers and suppliers), and business information that either party does not generally make available to the public; (iii) the methods, means, personnel, equipment and software by and with which either party provides its other products and services; (iv) any other information that either party reasonably designates, by notice in writing delivered to the other party as being confidential or a trade secret; and (v) all copies of the foregoing. Notwithstanding the above, any party hereto may disclose any Confidential Information hereunder to such party’s agents, attorneys and other representatives or any court of competent jurisdiction if so ordered or to any other party specifically empowered hereunder to act in the resolution of a dispute between the parties. 16. Privacy The User acknowledges that Soluteo will collect the relevant information from Customer and The User necessary to operate the Service and to process or have processed payment for the Service. Soluteo shall treat and protect such information as private. THE USER REPRESENTS THAT IT SHALL RESPECT THE PRIVACY OF ALL OTHER USERS AND THAT IT WILL NOT USE THE SERVICE OR COLLECT INFORMATION ON USERS IN AN UNLAWFUL WAY OR IN A WAY CONTRARY TO THE USE DISCLOSED TO THE USERS. 17. Non Competition The User shall not use the Service or any part thereof, including portions of the Service that are provided by third parties, to create a derivative product or service that competes with the Service or the Services of third parties that provide content for the Service. 18. Assignment and Third Parties Soluteo reserves the right to assign or subcontract any of its obligations hereunder or under the Service Agreement to a third party. 19. Waiver/Partial Invalidity The failure of Soluteo to exercise or enforce any right or provision of the agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable to any extent, that provision shall, if possible, be construed as though more narrowly drawn, if a narrower construction would avoid such invalidity, illegality or unenforceability, or, if that is not possible, such provision shall, to the extent of such invalidity, illegality or unenforceability, be severed, and the remaining provisions of this Agreement shall remain in effect, provided, however, that the court shall have authority and jurisdiction to, and shall, add to this Agreement a provision as similar in terms and intended effect to such severed provision as may be possible and be legal, valid and enforceable. 20. Incompatibility with Service Agreement In case of incompatibility between the Terms of Use and the Service Agreement, the Service Agreement, as amended from time to time, shall prevail. 21. Force Majeure Neither party shall be liable to the other under the Agreement for any failure to perform or loss or damage which may be suffered by the other party due to any cause beyond the first party’s reasonable control, including without limitation any act of God, inclement weather, failure or shortage of power supplies, network failures, inability to obtain telecommunications services, flood, drought, lightning or fire, the act or omission of Government, other telecommunications operator, war, military operations, acts of terrorism or riot, difficulty, delay or failure in manufacture, production or supply by third parties of equipment or services. 22. Amendments SOLUTEO MAY AMEND THESE TERMS OF USE AT ITS SOLE DISCRETION BY GIVING CUSTOMER NOTICE 90 DAYS BEFORE THE EFFECTIVE DATE OF CHANGE. 23. Notices Any notice required or permitted under this Agreement will be deemed given and served when sent electronically to the email address (the “Address”) initially provided by the other party, or to any subsequent Address duly provided by such party. A party may change its Address only upon a five (5) business-day prior notice to the other party, sent by email. 24. Governing Law This Agreement shall be governed by and construed in accordance with the laws of England, without reference to "conflict of laws" provisions or principles. The United Nations Convention on Contracts for International Sale of Goods will not apply to this Agreement. Jurisdiction and venue of any dispute or legal action brought by either party arising out of or relating to this Agreement, the items or services provided under this Agreement, or the commercial relationship of the parties, shall lie exclusively in, or be transferred to, the courts of England. The User hereby submits, consents, and agrees not to contest such jurisdiction and venue. The User agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. 25. Section Titles The section titles in this Agreement or any Terms of Use are solely used for the convenience of the parties and have no legal or contractual significance. 26. Language The Parties hereto have requested that this Agreement and all correspondence and all documentation relating to this Agreement, be written in the English language. Les parties aux présentes ont exigées que la présente entente, de même que toute la correspondance et la documentation relative à cette entente, soient rédigées en langue anglaise.