Service Agreement Terms & Conditions

1 TERMS OF THIS AGREEMENT

(a) After acceptance by you and Stellar Track (Pty) Ltd (hereinafter referred to as “Stellar Track”),this Agreement shall become effective on the date that your on-line, Stellar Track service is activated and shall remain in full force and effect until terminated as provided for herein. Service can take the form of a subscription or a pay-as-you-go-account ("PAYGO"), you select the form of service from the Stellar Track registration page. You shall indicate your acceptance of the terms and conditions contained herein by clicking the acceptance button on the registration page. Stellar Track shall indicate its acceptance of the terms and conditions contained herein by activating your account. The Stellar Track on-line service is located at stellartrack.co.za

(b) Either party may terminate this Agreement at any time upon 10-days prior written notice to the other party or as may otherwise be provided for herein and on-line. Regardless of any termination action hereunder, all payments are non-refundable, except as provide for in Section 3(b). Except for any amount then due and payable to Stellar Track and the destruction of all data acquired hereunder (and any reports derived therefrom) then in your custody and/or control, the terminating party shall have no other liability to the other party as a result of any termination hereunder.

(c) Notwithstanding the provisions of Paragraph (b) above, Stellar Track may, at its option, terminate this Agreement without prior notice if you are in material breach of this Agreement, including, without limitation, a violation of any clause of Section 6 below. A termination under this Paragraph (c) shall not effect any other rights or remedies available to Stellar Track, at law or in equity.

(d) Upon termination of this Agreement, for any reason, you shall no longer have access to your account created hereunder.

(e) This Agreement may be modified by Stellar Track upon notice to you. If Stellar Track sends you notice, via e-mail, posting on-line, or otherwise, of a modification, your continued use of the Stellar Track services will constitute your acceptance of any such modification. No such notice will be given less than 30 days prior to its effective date.

2 CHARGES AND PAYMENT

(a) By acceptance of the Terms and Conditions the User undertakes to effect all payment of fees and charges due to their account in accordance with the billing tariff effective at the time the expense occurred, this would include, but not be limited to, overages and pay-per-use. By use of this App, the User agrees to pay Stellar Track in accordance with the payment option selected by him/her. The User accepts that he/she shall bear the sole responsibility for the payment of any taxes imposed on his/her use of the Stellar Track service by the national and/or local jurisdictions of and within the country of its use.

(b) The User may elect to pay his/her account by automatic debit/credit card payments. Should the use of automatic credit card payments be selected, the User hereby authorizes Stellar Track to use the credit card information furnished by the User hereunder for the purpose of fulfilling his/her payment obligations under the terms of this Agreement. The User warrants to Stellar Track that (i) the credit card information provided to Stellar Track hereunder is valid in all material respects and lawfully authorized for use, and (ii) such card belongs to the User or has been authorized for use by him/her by the valid cardholder. The User shall remain responsible to ensure that his/her credit card information is current with Stellar Track.

(c) Payment for a subscription account is payable in advance. Payment for a PAYGO account requires a credit card or debit card. In the absence of any notice as provided for under the provisions of Subsection 1(b) above, this Agreement will automatically renew under the existing terms and conditions set forth in this Agreement and for the Stellar Track® service options accordingly selected, the User’s credit or debit card will be billed accordingly, the User undertakes to ensure that payment to Stellar Track is furnished in advance to prevent any loss of the User’s account privileges.

(d) Except as may be provided for in Section 3(b) below, all payments made hereunder are non-refundable. The pricing schedule may be obtained upon registration with Stellar Track® and on the home page for each Stellar Track product, or by contacting the Stellar Track sales department in South Africa. Stellar Track reserves the right to modify the pricing on any of its products offered without prior notice to its Users.

3 IMPROVEMENTS, MODIFICATIONS OR DISCONTINUANCE

(a) In order to improve the quality of the Stellar Track on-line service, Stellar Track reserves the right to change its protocols of operation, customer identification procedures and system programming languages as well as other enhancements to the Stellar Track on-line service. Whenever possible, no such action will be taken without having given its Users written notice 30 days prior to the effective date thereof.

(b) Stellar Track reserves the right at any time and from time to time to modify or discontinue the Stellar Track on-line service (or any part thereof) with or without notice. The User agrees that Stellar Track shall not be held liable to him/her or to any third party for any modification, suspension or discontinuance of the Stellar Track® on-line service. Notwithstanding anything contained herein to the contrary, a termination under this clause will result in a prorated payment obligation for the month of termination, if applicable.

4 NO WARRANTY

STELLAR TRACK MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, TACITLY OR BY IMPLICATION INCLUDING THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AS TO ANY MATTER WHATSOEVER INCLUDING BUT NOT LIMITED TO THE ACCURACY OF ANY INFORMATION, DATA, PRODUCT, PROGRAM, SOFTWARE, OR SERVICE FURNISHED HEREUNDER. THE USER UNDERTAKES TO UTILIZE THE STELLAR TRACK® ON-LINE SERVICE ON AN "AS IS" BASIS.

5 LIMITATION OF LIABILITY

(a) THE USER BY ACCEPTANCE OF THE TERMS AND CONDITIONS HEREBY AGREES TO WAIVE ANY RIGHT TO CLAIM AGAINST AND UNDERTAKES TO EXEMPT STELLAR TRACK FROM ANY LIABILITY THAT MAY ARISE TO HIM/HER OR TO ANY THIRD PARTIES FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF ANTICIPATED PROFITS OR OTHER ECONOMIC LOSS IN CONNECTION WITH OR ARISING OUT OF THE AVAILABILITY, THE EXISTENCE, THE FURNISHING, FUNCTIONING, OR USE OF ANY OF THE PRODUCTS, INFORMATION, DATA OR SERVICES PROVIDED BY STELLAR TRACK TO THE USER OR MADE AVAILABLE TO THE USER BY STELLAR TRACK.

(b) The User warrants that he/she understands that by acceptance of the terms and conditions contained herein that he/she understands that with multiple processing of complex data, and with reliance upon information acquired from multiple sources, errors and omissions can and do occur despite reasonable efforts to avoid them, and Stellar Track expressly shall not have any responsibility or liability for any losses or any special, indirect or consequential damages resulting to its Users or any third party from errors or omissions in the Stellar Track® on-line service (including, but not limited to errors or omissions in the data supplied thereby). STELLAR TRACK SHALL NOT BE LIABLE TO ANY OF ITS USERS OR TO ANY THIRD PARTY FOR ANY LOSSES, DAMAGE, DELAY IN PERFORMANCE OR NON-PERFORMANCE CAUSED BY EQUIPMENT MALFUNCTION OR BREAKDOWN, SERVICE PROVIDER FAILURES, INFORMATION UNAVAILABILITY, STRIKES OR OTHER LABOR DISPUTES, OR RIOTS, FIRE, INSURRECTION, WAR, FAILURE OF CARRIERS, THE ELEMENTS, ACCIDENTS, ACTS OF GOD, OR ANY OTHER CAUSES BEYOND NANO D’ REASONABLE CONTROL WHETHER OR NOT SIMILAR TO THE FOREGOING.

(c) STELLAR TRACK is a (PTY)LTD.

(d) THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THIS SECTION DOES NOT EXCLUDE LIABILITY FOR PERSONAL INJURY TO A PERSON OR DEATH TO THE EXTENT THAT SUCH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

6 CUSTOMER'S RESPONSIBILITIES, WARRANTIES, ACKNOWLEDGEMENTS AND INDEMNIFICATION

(a) Stellar Track shall undertakes to provide its Users with the ability to select a unique user I.D. and password if he/she uses the Stellar Track® on-line service through the World Wide Web. The User shall maintain his/her user I.D. and password in strict confidence. The User acknowledges that he/she shall be solely responsible for the maintenance of the confidentiality of his/her user I.D. and password. Sharing of a user I.D. and Password is a violation of this Agreement.

(b) In the event of unauthorised use of the Users Account, the User undertakes to agree to immediately notify Stellar Track if he/she becomes aware of any loss or theft or unauthorized use of his/her user I.D. or password. Only the authorized person agreeing to the terms andconditions of this Agreement may use the user I.D. and password assigned or selected hereunder

(c) The User understands and agrees that all information acquired hereunder is for his/her own private, personal use only and further agrees that he/she will not share, transfer sublicense, create derivate works, or otherwise distribute or transfer or provide access to information acquired hereunder to any third party without having first obtained the written permission of Stellar Track. These restrictions shall survive any termination of this Agreement.

(d) The User acknowledges that Stellar Track is not responsible for notifying him/her of any upgrades, fixes or enhancements to any software or for any compromise or loss of data transmitted across computer networks or telecommunications facilities, including, but not limited to, the Internet.

(e) The security of any data inputted by the User may be maintained through the use of data encryption, data security protocols, passwords and other methods which Stellar Track may employ, or which Stellar Track may suggest or require that its User employ. The User agrees that Stellar Track has no responsibility for the deletion or failure to store any data transmitted by him/her or anyone else.

(f) Stellar Track shall not be obligated to delete or return data inputted by its User upon termination of this Agreement.

(g) The User acknowledges and agrees that the Stellar Track on-line service contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Further acknowledges and agrees that content contained in sponsor advertisements or information presented to him/her through the Stellar Track on-line service or by advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. The User agrees not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Stellar Track® on-line service, in whole or in part. Including agrees not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Stellar Track on-line service, use of the Stellar Track on-line service, or access to the Stellar Track on-line service.

(h) By acceptance, the User agrees to abide by all applicable local, state, national and foreign laws, treatises and regulations in connection with the use of the Stellar Track on-line service. In addition, and without limitation, the User agrees not to use the Stellar Track® on-line service to: (i) use information from the Stellar Track on-line service in connection with sending unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (ii) harvest, collect, gather or assemble information or data regarding other users, including email addresses, without their consent; (iii) transmit through the Stellar Track® on-line service unlawful, harassing, libelous, abusive, tortious, defamatory, threatening, harmful, invasive or another's privacy, vulgar, obscene or otherwise objectionable material of any kind or nature or which is harmful to minors in any way; (iv) interfere with or disrupt servers or networks connected to the Stellar Track on-line service or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Stellar Track on-line service, other accounts, computer systems or networks connected to the Stellar Track on-line service,through password mining or any other means; or (vi) harass or interfere with another user's use and enjoyment of the Stellar Track on-line service.

7 PROPRIETARY DATA

All the Stellar Track on-line service systems, programs, records, statistics, data, documentation, and any other like-kind material utilized or developed by Stellar Track in connection with the Stellar Track on-line service, shall be and remain the sole property of Stellar Track (save for Customer-inputted data). All rights, title to, and interest in, including copyrights and renewals thereof, all systems, programming, records, statistics, data, documentation, operators' manuals, components, and accessories comprising the system furnishing the services hereunder and provided by Stellar Track shall remain the property of Stellar Track or its licensor at all times (save for Customer-inputted data).

8 INDEMNIFICATION

The User agrees, at his/her own expense, to indemnify, defend and hold harmless Stellar Track, the entities identified in Subsection 5(c) and their respective owners, partners and affiliates, agents, directors, officers, employees, representatives, successors, and assigns (collectively, for the purposes of this Section 8 only, “Stellar Track”) from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising out of or in connection with the Service, or any links on the Service, including, but not limited to: (i) your use of the Stellar Track service (“Service”); (ii) any use of the Service via your computer; (iii) someone else using your username and password to access the Service; (iv) a violation of this Agreement by the User or anyone using his/her computer (or his/her user account, where applicable); (v) any deletions, additions, insertions or alterations to, or any unauthorized use of, the Service by the User or someone using his/her computer (or account, where applicable); (vi) any misrepresentation by the User in connection with his/her web site registration or any breach of a representation or warranty made by the User contained herein; or (vii) any breach of any covenant or agreement to be performed by the User hereunder. Stellar Track reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by its User, in which event the User will fully cooperate with Stellar Track in asserting any available defense. The User acknowledges and agrees to pay Stellar Track' reasonable attorneys’ fees incurred in connection with any and all lawsuits brought against him/her by Stellar Track under this Agreement and any other terms and conditions of service on this site, including without limitation, lawsuits arising from your failure to indemnify Stellar Track pursuant to this Agreement.

9 MISCELLANEOUS

(a) Stellar Track will provide technical support, by telephone, free of charge on condition that the Users account is maintained and active.

(b) Should the User purchase any software and/or equipment from Stellar Track to enable him/her to access the Stellar Track® on-line service, Stellar Track is under no obligation to re-purchase such equipment from him/her upon termination of this Agreement.

(c) Any assignment of this Agreement by the User without the prior written consent of Stellar Track shall be null and void. Stellar Track may assign this Agreement to an affiliate having the capacity and expertise to provide the services required by this Agreement, upon prior written notice to its User.

(d) No waiver of any breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or other provisions of this Agreement, and no waiver shall be effective unless made in writing.

(e) This Agreement represents the entire agreement between the parties hereto and supersedes all prior representations or understandings whether written or oral. This Agreement may not be amended, altered, or modified except by a writing signed by the parties hereto or as otherwise provided for herein.

(f) This Agreement shall be binding upon the parties, their successors, legal representatives,and permitted assigns.

(g) THE LAWS OF THE REPUBILIC OF SOUTH AFRICA, APPLICABLE TO AGREEMENTS EXECUTED AND PERFORMED WHOLLY WITHIN SOUTH AFRICA, SHALL GOVERN THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS AGREEMENT. IT IS EXPRESSLY AGREED TO BY AND BETWEEN THE PARTIES HERETO AND ANY OTHER PERSON OR PERSONS SEEKING TO UTILIZE THE SERVICES PROVIDED FOR HEREUNDER, THAT ANY LAWSUIT BROUGHT AGAINST STELLAR TRACK SHALL BE COMMENCED AND ADJUDICATED ONLY IN DURBAN, SOUTH AFRICA.

(h) All notices (whether written or otherwise) required or permitted under this Agreement shall be posted on-line or shall be in hard-copy writing and shall be delivered by mail, postage prepaid, properly addressed to the appropriate party.

(i) If any provision of this Agreement or its application is held to be invalid, illegal, or unenforceable in any respect, the validity, legality, or enforceability of any of the other provisions and applications herein shall not in any way be affected or impaired and any provision held to be invalid, illegal or unenforceable shall be replace with an enforceable provision of like intent and effect.

REMOTE SUPPORT USER AGREEMENT

By utilizing the Stellar Track Information Network, (“Stellar Track”) remote support services (“Services”) and by downloading the remote access software provided by Stellar Track (“Software”) to the Users computer, the User (on behalf of himself/herself and/or the legal entity he/she represents) and Stellar Track acknowledges and agrees:

1) That the User will grant remote access to his/her computer to Stellar Track’s or its affiliates’ or subcontractors’ support personnel for the purposes of providing remote technical support andthat the User is authorized to grant access to computer or other device to which the remote connection will be established.

2) That the User shall be personally responsible for ensuring that a valid backup of any data and applications has been made prior to any activities undertaken via the Stellar Track remote support Software.

3) Stellar Track undertakes to grant its Users a non-exclusive and non-transferable license to use the Software in object code form solely for use on his/her computer in support with Stellar Track’s remote access services.

4) That because of complexity and variety of support cases and inevitable dependencies and reliance on third party technologies; all support is provided on a “commercially reasonable efforts” basis and Stellar Track may not be able to remedy some issues.

5) The User undertakes to ensure that he/she does not have private, confidential, secure or password sensitive applications, web pages, email, documents or the like open and running on his/her computer during remote support activities. Failure to comply with the provisions of the preceding sentence, the User hereby waives any rights that he/she may have to privacy or confidentiality.

6) That for reasons of providing good customer care Stellar Track may help its Users with and offer solutions to issues that he/she may consider to be faults or problems but the User acknowledges and agrees that provision of any help for solving and/or circumventing the above mentioned issues shall not be deemed as an acknowledgement that any such issues would constitute errors or faults in our software or services.

7) The User agrees that except for the time-limited use of software for the purpose of solving any support problem, no other rights to software are granted to him/her.

8) That for the purposes of providing the User with support and problem resolution services, (a) you may be asked to provide personally identifiable data (including emails and/or metadata thereof) to Stellar Track and/or (b) where necessary to resolve the support issue, data from your device that is identifiable to you may be collected and sent to Stellar Track for problem resolution analysis.

9) That all Services and Software are provided as-is and at your own risk. The User acknowledges and understands that the support person providing him/her with Services is not familiar with interconnections, settings, or special applications on your device or all purposes to which your device is used for or for which the device is connected to. The User acknowledges and agrees that in no event will Stellar Track have any liability to him/her or any third party for damage to any computers, software applications, networks, peripherals or equipment which occurs as a result of or in connection with the performance of the Services or use of the Software.

10) That any suggestion given by Stellar Track to resolve the issue is only intended for the support issue at hand and is not intended or offered as a generic advice or as advice for any or all other purposes.

11) THE SERVICES AND SOFTWARE ARE PROVIDED ON AN “AS IS” BASIS, AND YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, STELLAR TRACK DISCLAIMS ALL EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, TIMELINESS, ACCURACY AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, STELLAR TRACK DOES NOT WARRANT THAT THE SERVICES OR SOFTWARE WILL BE UNINTERRUPTED, ERROR FREE, OR COMPLETELY SECURE.

12) SINCE USE OF THE SERVICES AND THE SOFTWARE IS AT YOUR OWN RISK, AT NO TIME shall STELLAR TRACK have any responsibility or liability for any DIRECT, INDIRECT, consequential, incidental or special damages whether in contract, tort, negligence or otherwise to each other or to any third party relating to or arising under THIS AGREEMENT OR ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGE OR DESTRUCTION TO COMPUTERS, SOFTWARE APPLICATIONS (THIRD PARTY OR YOUR OWN), NETWORKS, PERIPHERALS OR EQUIPMENT, THEIR, MALFUNCTION, OR ANY LOSS OF ANTICIPATED PROFITS, OR OTHER economic loss.

13) This agreement shall become effective upon the User initiating download of the Software and shall remain effective until terminated. Either party may terminate this agreement at any time upon written notice to the other party. Upon the termination of this agreement, the User will delete the software from his/her system immediately.

14) This agreement shall be governed by and construed in accordance with the laws of South Africa, as if performed wholly within the state and without giving effect to the principles of conflict of law. If any portion hereof is found to be void or unenforceable, the remaining provisions of this agreement shall remain in full force and effect. This agreement constitutes the entire agreement between the parties with respect to the use of the Software and provision of the Services.

15) No User may not assign, sublicense, or transfer this agreement, the Software, or any rights or obligations hereunder without prior written consent of Stellar Track. Any such attempted assignment, sublicense, or transfer will be null and void.