iTraq, Inc. Product Terms of Sale

IMPORTANT: YOU MUST READ AND AGREE TO THESE ITRAQ PRODUCT TERMS OF SALE (THIS "AGREEMENT") BEFORE OPENING OR USING THE ITRAQ LOCATION TRACKER (THE "PRODUCT") IN ANY WAY. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, YOU HAVE NO RIGHT TO USE THE PRODUCT, AND YOU MUST, WITHIN THIRTY (30) DAYS OF YOUR RECEIPT OF THE PRODUCT, (A) CONTACT ITRAQ, INC. ("ITRAQ," "WE," "US," "OUR") AT SUPPORT@ITRAQ.COM AND (B) ARRANGE FOR THE RETURN OF AND REFUND FOR THIS PRODUCT DIRECTLY FROM THE SOURCE FROM WHICH YOU PURCHASED IT. ITRAQ WILL USE ITS COMMERCIALLY REASONABLE EFFORTS TO ASSIST YOU WITH RETURNS AND REFUNDS. IF YOU WISH TO RETURN THIS PRODUCT BECAUSE YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, SUCH RETURNS WILL ONLY BE ACCEPTED BY THE PURCHASE SOURCE IF THE PRODUCT IS IN ITS ORIGINAL PACKAGING WITH ALL PARTS AND MATERIAL INCLUDED.

This Agreement shall govern the sale and license to you ("User," "you," "your") use of the Product by ITraq. The Product is designed to be used in connection with the Service(s) (as that term is deemed in ITraq's Terms of Use, available at http://www.iTraq.com/legal) or by ITraq (ITraq's "Terms of Use"). This Agreement shall apply only to the Product itself, and not the Services. The Terms of Use shall govern your use of the Services. You understand and agree that references herein to the "Product" shall mean all parts and components of the Product (including without limitation the Software (as defined below) and any documentation provided by ITraq in connection with the Product).

Product Use

You may only use the Product for User's own personal, non-commercial use. As a condition to using the Product, User must sign up for an account with ITraq by downloading the ITraq Product Application (the "Application") from either Apple or Google Application stores, if applicable, pay any fees associated with such account (as further explained in the Terms of Use). User understands and acknowledges that the Product may not function properly if User does not keep his or her ITraq account current and up-to-date, and pay any fees due, if applicable. Except as expressly set forth herein, all fees paid hereunder and/or with respect to the Product are nonrefundable.

License

Subject to the terms and conditions of this Agreement and the Terms of Use, ITraq hereby grants a non-exclusive, non-sublicense-able, non-transferrable license to User to use the object code version of any software incorporated or embedded into the Product ("Software").

Support

If you have any questions or comments you can email support@iTraq.com.

Use Restrictions

User shall not: (a) distribute, market, resell, transfer, or allow any other individual to use the Product; (b) use the Product in connection with any products or services not supplied or provided by ITraq or otherwise approved by ITraq-supplied documentation; (c) remove any proprietary notices, labels, or marks on or in the Product; or (d) decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Product (including without limitation the Software), except to the limited extent applicable laws specifically prohibit such restriction.

Third Party Products or Services

While You may choose to use the Product in connection with a product or service provided by a third party, ITraq is not responsible for and does not endorse any third-party product or service. ANY USE OF THIRD PARTY PRODUCTS OR SERVICES IS SOLELY AT YOUR OWN RISK AND MAY VOID THE LIMITED PRODUCT WARRANTY.

Liability Limitation

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ITRAQ, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, CONTENT PROVIDERS, LICENSORS OR RESELLERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE ITRAQ PRODUCT, SOFTWARE OR SERVICE (I) FOR ANY LOST PROFITS, DATA LOSS, LOSS OF GOODWILL OR OPPORTUNITY, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, OR SUBSTITUTE GOODS OR SERVICES, (II) FOR YOUR RELIANCE ON THE PRODUCT (III) FOR ANY DIRECT DAMAGES IN EXCESS (IN THE AGGREGATE) OF THE PRICE PAID BY USER FOR THE PRODUCT (IV) FOR ANY MATTER BEYOND ITS OR THEIR REASONABLE CONTROL, EVEN IF ITRAQ HAS BE ADVISED OF THE POSSIBILITY OF ANY OF THE AFOREMENTIONED DAMAGES. SOME STATES, COUNTRIES AND OTHER GOVERNMENTAL AUTHORITIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO USER.

Export

Notwithstanding anything stated herein or otherwise, User may not provide to any person or export or re-export or allow the export or re-export of the Product, Services or any Software or anything related thereto or any direct product thereof (collectively "Controlled Subject Matter"), in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. Without limiting the foregoing, User acknowledges and agrees that the Controlled Subject Matter will not be used or transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. Use of the Product constitutes a representation and warranty that the User is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. The Controlled Subject Matter may use or include encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations.

Dispute Resolution

User agrees that any cause of action arising out of or related to the Product must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred. The Terms of Use shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in King County, Washington, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, and otherwise in accordance with dispute resolution terms and conditions located at www.iTraq.com/legal.

General

This Agreement is the entire agreement between User and ITraq with respect to the Product, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between User and ITraq with respect to the Product. Notwithstanding the foregoing, the parties acknowledge the existence and validity of the Terms of Use. In the event of any conflict between this Agreement and the Terms of Use, this Agreement shall control with respect to the subject matter of this Agreement only. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. This Agreement is personal to User, and is not assignable or transferable by User except with ITraq's prior written consent. ITraq may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or two days after it is sent, if sent for next day delivery by recognized overnight delivery service.