TELVISTAR TERMS AND CONDITIONS

Updated December 1, 2011

This is an agreement ("Agreement") between POSITION DATA CORPORATION ("PDC"), and you the customer ("Customer", "you", "your"), which includes the Customer and Customer’s end users. This Agreement applies to a service provided by PDC ("Service"), which includes access to the Telvistar website ("Website"), use of the Telvistar software ("Software") and all other service provided by PDC to Customer.

BY ACCESSING THE WEBSITE OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND ALL TERMS AND CONDITIONS INCORPORATED BY REFERENCE. PDC reserves the right to update and change this Agreement at its sole discretion. In the event this Agreement is updated, you agree to be bound by the terms of the updated Agreement ten days after updated Agreement has been made available through the Website. Please check the Website periodically for updates to this Agreement.

1. Grant of License

Subject to the terms and conditions herein, PDC hereby grants Customer a nonexclusive, nontransferable and terminable license to (i) access and execute Software on PDC’s application server over the Internet, and (ii) transmit data related to Customer's use of the Software over the Internet.

2. Use and Access

A. Subject to the restrictions on use as set forth herein, Customer will have access to the Software and PDC's application server for the purpose of using the Software for its intended purpose and in accordance with the specifications set forth in any documentation relating to the Software provided by PDC. Such use and access will be on a continuous basis except for interruptions by reason of maintenance or downtime beyond PDC's reasonable control.

B. Customer will use the Software only for its internal business operations and will not permit the Software to be used by or for the benefit of anyone other than Customer. Customer will not have the right to re-license or sell rights to access and/or use the Software or to transfer or assign rights to access or use the Software, except as expressly provided herein. Customer may not copy, duplicate, modify, translate, reverse engineer, decompile or create derivative works based upon the Software. Customer agrees to use the Software in a manner that complies with all applicable laws including intellectual property and copyright laws. PDC expressly reserves all rights not expressly granted to Customer herein.

C. Customer will not: (i) transmit or share identification or password codes to persons other than authorized users (ii) permit the identification or password codes to be cached in proxy servers and accessed by individuals who are not authorized users, or (iii) permit access to the Software through a single identification or password code being made available to multiple users on a network or from standalone locations.

D. PDC will provide technical support regarding the Software and Service via the support methods provided through the Website.

3. Downtime

A. For purposes of this Agreement, an excessive downtime period ("Downtime Period") is one continuous period of at least 48 hours during which the Service is unavailable because of problems with or the unscheduled maintenance of our hardware or system software. A Downtime Period does not include unavailability of the Service due to (i) problems caused by factors outside of our reasonable control, (ii) problems resulting from any actions or inactions by you or any third party, (iii) problems resulting from your equipment and/or third party equipment not within our sole control, (iv) unavailability of data or services from the data hosting platform, or (v) network unavailability during scheduled maintenance of our network and/or servers.

B. PDC will, upon your written request, make a credit allowance ("Downtime Credit") in the amount equal to the pro-rata price for service during the Downtime Period. To receive a Downtime Credit, you must request such credit by sending an email to support@positiondata.com within seven days after the Downtime Period begins. Except as provided herein, PDC shall incur no liability for unavailability of the Service.

4. Term and Termination

A. The initial term of this Agreement is set forth in the service contract. Thereafter this Agreement will automatically renew for successive one month periods unless either party gives the other party not fewer than thirty (30) days written notice of its intent not to renew, or unless terminated earlier under the terms contained within this Agreement.

5. Ownership of Intellectual Property

Title to any proprietary rights in the Software or PDC’s web site will remain in and be the sole and exclusive property of PDC.

6. Confidentiality

A. Customer acknowledges that the Software and other data on PDC’s application server embodies logic, design and coding methodology that constitute valuable confidential information that is proprietary to PDC. Customer will safeguard the right to access the Software and other software installed on PDC’s application server using the same standard of care that Customer uses for its own confidential materials.

B. All data pertaining to Customer disclosed to PDC in connection with the performance of this Agreement and residing on PDC’s application server will be held as confidential by PDC and will not, without the prior written consent of Customer, be disclosed or be used for any purposes other than the performance of this Agreement. PDC will safeguard the confidentiality of such data using the same standard of care that PDC uses for its own confidential materials. This obligation does not apply to data that: (i) is or becomes, through no act or failure to act on the part of PDC, generally known or available; (ii) is known by PDC at the time of receiving such information as evidenced by its written records; (iii) is hereafter furnished to PDC by a third party, as a matter of right and without restriction on disclosure; (iv) is independently developed by PDC as evidenced by its written and dated records and without any breach of this Agreement; or (v) is the subject of a written permission to disclose provided by Customer. Further notwithstanding the forgoing, disclosure of data will not be precluded if such disclosure: (i) is in response to a valid order of a court or other governmental body of the United States; (ii) is otherwise required by law; or (iii) is otherwise necessary to establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary.

7. Warranty and Disclaimer

PDC warrants the Software is developed and will be provided in conformity with generally prevailing industry standards. Customer must report any material deficiencies in the Software to PDC in writing within thirty (30) days of Customer's discovery of the defect. PDC's exclusive remedy for the breach of the above warranty will be for PDC to provide access to replacement Software within a commercially reasonable time. THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS OR STATEMENTS MADE ON OR PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. PDC EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES.

8. Limitation of Liability, Indemnification

NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR SPECIAL, INDIRECT OR CONSEQUEN-TIAL DAMAGES INCURRED OR SUFFERED BY THE OTHER ARISING AS A RESULT OF OR RELATED TO THE USE OF THE SOFTWARE, WHETHER IN CONTRACT, TORT OR OTHERWISE, AND SPECIFICALLY INCLUDING ANY LOSSES CLAIMED OR CAUSED BY UNAVAILABILITY OF SERVICE FOR ANY PERIOD OF TIME, EVEN IF THE OTHER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. CUSTOMER WILL INDEMNIFY AND HOLD PDC HARMLESS AGAINST ANY CLAIMS INCURRED BY PDC ARISING OUT OF OR IN CONJUNCTION WITH CUSTOMER'S BREACH OF THIS AGREEMENT, AS WELL AS ALL REASONABLE COSTS, EXPENSES AND ATTORNEYS' FEES INCURRED THEREIN. PDC'S TOTAL LIABILITY UNDER THIS AGREEMENT WITH RESPECT TO THE SOFTWARE, REGARDLESS OF CAUSE OR THEORY OF RECOVERY, WILL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO PDC DURING THE TWO MONTH PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE OR ACT OR OMISSION GIVING RISE TO THE CLAIM.

9. Relation of Parties

Nothing in this Agreement will create or imply an agency relationship between the parties, nor will this Agreement be deemed to constitute a joint venture or partnership between the parties.

10. Non-assignment

Neither party will assign this Agreement, in whole or in part, without the prior written consent of the other party, and such consent will not be unreasonably withheld. This Agreement will inure to the benefit of, and be binding upon the parties hereto, together with their respective legal representatives, successors, and assigns, as permitted herein.

11. Attorneys' Fees

If any litigation or arbitration is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees and costs.

12. Severability

If any term of this Agreement is found to be unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable, and the remaining portions of this Agreement will remain in full force and effect.

13. Force Majeure

Neither party will be held responsible for any delay or failure in performance of any part of this Agreement to the extent that such delay is caused by events or circumstances beyond the delayed party's reasonable control.

14. Waiver and Modification

The waiver by any party of any breach of covenant will not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be in writing, and signed by the party waiving its rights. This Agreement may be modified only by a written instrument executed by authorized representatives of the parties hereto

15. General Terms and Conditions

A. Waiver. The waiver by PDC of any breach of this agreement by Customer shall not operate or be construed as a waiver of any subsequent breach hereof.

B. Domestic Governing Law And Jurisdiction. This Agreement has been entered into and shall be governed by and construed under the laws of the State of California. CUSTOMERS DOMICILED IN THE UNITED STATES HEREBY IRREVOCABLY AND EXCLUSIVELY SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF CALIFORNIA, SITTING IN SANTA CLARA COUNTY, IN ALL MATTERS ARISING UNDER, OR IN CONNECTION WITH, THIS AGREEMENT, AND ANY SUIT ARISING FROM THE SUBJECT MATTER OF THIS AGREEMENT, WHETHER BASED IN CONTRACT OR IN TORT, SHALL BE FILED THERE AND NOWHERE ELSE.

C. International Governing Law and Jurisdiction. Any dispute arising from the subject matter of this Agreement, or a breach thereof, between PDC and a Customer domiciled outside of the United States shall be resolved by binding arbitration under the International Dispute Resolution Procedures of the American Arbitration Association, before a single arbitrator, and the resulting award shall be enforceable in accordance with the New York Convention.

D. Entire Agreement. This agreement contains the entire understanding of the parties and is intended as a final expression of their agreement and a complete statement of the terms and conditions thereof, and it shall not be modified except in writing signed by the parties hereto.

E. No Other Promises Or Representations. No promise, representation or statement which is not expressly contained in this Agreement, or expressly incorporated herein by this reference, shall be binding upon PDC, nor shall such promise, statement, or representation be the basis for any action at law or in equity.

F. Transaction Language. The parties hereto agree that this Agreement and all correspondence and all documentation respecting this Agreement be written in the English language. Les parties aux preséntes ont exigé que la présente entente, de même que toute la correspondance et la documentation relative à cette entente, soient rédigées en langue anglaise.