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TERMS OF USE
<br />J. DEFINlT10NS.
<br />(a) "Hardware" means the Zonar 2010 Handheld , RFID time clack, vehicle mount, RFID asset and zone tags, RFID cards, Reader
<br />EVIRNET GPS, Driver Information Center, DataTrac, AirTmq
<br />Dormload Station, EVIRNET 900 vehicle mount and base station,
<br />RFID hour meter, training video, ZonarCom CD, and other devices comprising the System identified in attached Quotation.
<br />(b) "In[ellecmal Propert}/' means copyrights, trademarks and service marks (whether registered or unregistered), trade secrets, patents,
<br />patent applications, contract rights, know-how and other proprietary rights.
<br />(c) "Software" means the firmware in the Hardware, ZonarCom (used to transmit reports to Zonar's Servers), and Zonar Ground
<br />Traffic ControlTM (Zonar's Web Based Prog[am), ZTIP (time & attendance), zAlertsTM (missed inspection notification), RedBoard'"'
<br />(real time out-of-service status), and any other software associated with the System, including the associated computer code.
<br />(d) "Subscriber Materials" means the materials designated as such provided by Zonar to Subscriber regarding use of [he System.
<br />(e)"Subscription Fee" means the annual fee for the right to access and use [he System se[ forth in the attached Purchase Order.
<br />(f) "Terms of Use" shall mean all roles, terms and conditions set forth in this Agreement or otherwise established now or hereafter by
<br />Zonar regarding permissible or impermissible uses of; or activities related [c, the System.
<br />2. SUBSCRIBER OBLIGATIONS.
<br />(a)(i) Internet access to Zonar's server through an Internet service provider, (ii) hardware and software to enable such connection, and
<br />(iii) any permissions or authorizations required for such connection.
<br />(b) Subscriber is responsible for ensuring that only authorized persons have access to the System and for the security of Subscriber's
<br />computer system and [he connection to ZonarWeb, without limitation: (i) ensuring that Subscriber's password and all other means and
<br />methods of access to the System are kept absolutely confidential and that all Users and Drivers comply with the terms of the ID
<br />Agreements; (ii) ensuring that any telephone numbers or any information relating to the System, the security ofthe System, the
<br />encryption methods used and all or any other security features are kept absolutely confidential; and (iii) ensuring that the use of the
<br />System by Subscriber is under [he control and authority ofa proper and adequately trained employee.
<br />(c) Subscriber will install, use, maintain and remove the Hardware according to Zonar's specifications, will safeguard the Hardware
<br />Gom loss or damage of any kind, and will not permit anyone other than an authorized representative ofZonar to perform any work on
<br />the Hardware. Except for ordinary wear and tear covered by the limited warranty, Subscriber is responsible for all Hardware
<br />damaged, destroyed, lost or stolen while in Subscriber's possession and shall be liable for the cost ofrepair or replacement of the
<br />Hardware and remain responsible for the Subscription Fee during any such repair or replacement period.
<br />(d) If Subscriber is not the owner ofthe property upon which Hardware and Software are to be installed, Subscriber shall obtain the
<br />written consent ofthe owner of the premises and/or property £or Zonar personnel and/or its agents to enter the premises for the
<br />purposes of installing, maintaining and retrieving the same.
<br />3. DATA STORAGE.
<br />(a) Subscriber understands that unless Subscriber purchases data archive services, Zonar will have the right ro purge all data submitted
<br />by Subscriber as follows: (i) Zonar will retain data submitted to the System by Subscribers selecting 90 days for a period of ninety
<br />(90) days Deleting data on the 91" day on a rollover cycle and (ii) Zonar will retain data submitted to the System by Subscribers
<br />selecdng annual for twelve (12) months and on July 1 of each year will copy the data to CD and provide the CD to such Subscribers,
<br />after which Zonar will purge the data from the System and begin another twelve (12) month retention cycle. Unless Subscriber has
<br />made other arrangements in writing with Zonar, all data submitted using the System may be purged as provided above.
<br />(b) Subscriber shall be solely responsible for printing data and inspection reports for vehicles involved in an accident. Subscriber
<br />understands and agrees that Zonar is not required to retain records except as provided in Paragraph 3a or in a separate written
<br />agreement.
<br />4. OWNERSHIP.
<br />(a) Subscriber goofs Zonar the right to use all data submitted to the System for any and all purposes, including [o purge such data as
<br />provided in Section 3 and to create compilations of such data. Subscriber agrees [hat Zonar shall own all compilations of [he data
<br />created by or for Zonar.
<br />(b) The System and the components provided by Zonar for the Subscriber's use are protected by patent, copyrighS trade secret,
<br />trademark, international treaties, and other laws. Subscriber agrees that Zonar owns all proprietary rights in the System and any
<br />corrections, enhancements, updates or other modifications, including custom modifications, thereto, whether made by Zonar or any
<br />third party.
<br />(c) At all times during and after the termination or expiration of this Agreement. Subscriber and its employees and agents shall
<br />maintain the confidentiality of trade secret information. Subscriber shall not disclose any such proprietary information concerning the
<br />System, including any flow charts, logic diagrams, user manuals and screens, [o persons not an employee of Subscriber without the
<br />prior written consent ofZonar.
<br />5. SUBSCRIBER POLICIES.
<br />Subscriber understands that the System records data submitted by the Operator regarding the time, date, location, type ofinspection,
<br />equipment inspected, and [he inspector. The System does not verify [hat an inspection has actually been conducted or the results.
<br />Zonar SPECIFICALLY DISCLAIMS ANY AND ALL LIABILITY WTTH RESPECT TO INSPECTIONS CONDUCTED BY OR
<br />FOA SUBSCRIBER.
<br />6. WAIVER.
<br />Failure by Zonar to enforce any of its rights hereunder shall no[ constitute a waiver of any such rights. No waiver by either parry of
<br />any breach or default shall be deemed to be a waiver of any preceding or subsequent breach or default.
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