WEB SITE TERMS OF USE AGREEMENT

WELCOME TO THE INNOVATIVE COMPUTING CORPORATION ("INNOVATIVE") WEB SITE. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THIS SITE IN ANY MANNER.

1. Scope of Agreement

   This Web Site Terms of Use Agreement (the "Agreement) is between you (collectively, with the entity or organization that you represent, "You" and "Your") and Innovative. This Agreement governs Your access to and use of this Web site (including without limitation, all content, software, HTML and other code, and script forming a part of this Web site, and all goods, services and transactions offered through this Web site, the "Site"). In addition to complying with the terms and conditions of this Agreement, You agree to comply with all additional terms and conditions governing the access to and use of specific areas of this Site which are incorporated into and made a part of this Agreement:

   Please click here to read Innovative's Privacy Policy which is hereby incorporated into and made a part of this Agreement. The Privacy Policy explains how Innovative collects, uses and discloses Your personal and business information.

   Please click here to read Innovative's Software Support Extranet Service Agreement and Software User Forum Agreement which are each hereby incorporated into and made a part of this Agreement. The Software Support Extranet Service Agreement contains additional terms and conditions for access to and use of Innovative's private-content Web site for software support. The Software User Forum contains additional terms and conditions for access to and use of Innovative's private service that enables users of Innovative's software to participate in discussions about Innovative's software.

2. Binding Agreement
   1. BY ACCESSING OR USING THIS SITE IN ANY MANNER YOU ARE DEEMED TO HAVE READ, UNDERSTOOD AND AGREED TO EACH OF THE TERMS, CONDITIONS AND NOTICES SET FORTH IN THIS AGREEMENT. IF YOU DO NOT UNDERSTAND OR AGREE TO EACH OF THE TERMS, CONDITIONS AND NOTICES IN THIS AGREEMENT, YOU SHOULD NOT ACCESS OR USE THIS SITE IN ANY MANNER.
   2. A printed version of this Agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records. Innovative recommends that You print a copy of the most current version of this Agreement for Your records.
   3. This Agreement was last updated on August 25, 2006.
3. Modification of Terms and Conditions
   1. Innovative may, at any time and in its sole discretion, modify, add or delete provisions in this Agreement. You are responsible for regularly reviewing the terms and conditions of this Agreement. If You object to any such modifications, additions or deletions, Your only recourse is to terminate this Agreement and to stop any and all use of this Site. Your continued use of this Site following such modifications, additions or deletions shall constitute Your review and acceptance of and agreement to such modifications, additions or deletions.
   2. Except as provided for in this Section 3, the provisions of this Agreement may not be modified, revised or amended, and none of its provisions waived, except in a written document executed by Innovative.
4. Modification of Site
   Innovative may, at any time and in its sole discretion, modify, revise or otherwise change this Site (including without limitation adding or discontinuing any or all services or transactions offered through this Site), in whole or in part, without notice or liability to You.
5. Right to Use Site
   You represent and warrant to Innovative that You are at least 18 years of age or have obtained the prior consent of Your parents and that you possess the legal right and ability to enter into this Agreement, including without limitation that You have the authority to contractually bind the organization that You represent.
6. Use and Protection of Password and ID
   1. Innovative may assign a password and account ID to You so you can access and use certain areas of this Site. Each user who uses such password and ID will be deemed to be authorized to access and use this Site and Innovative has no obligation to investigate the authorization or source of any such access or use. YOU ACKNOWLEDGE AND AGREE THAT YOU WILL BE SOLELY RESPONSIBLE FOR ALL ACCESS TO AND USE OF THIS SITE BY ANYONE USING THE PASSWORD AND ID ORIGINALLY ISSUED TO YOU WHETHER OR NOT SUCH ACCESS TO AND USE OF THIS SITE IS ACTUALLY AUTHORIZED BY YOU, INCLUDING WITHOUT LIMITATION, ALL COMMUNICATIONS AND TRANSMISSIONS, AND ALL OBLIGATIONS (INCLUDING WITHOUT LIMITATION FINANCIAL OBLIGATIONS) THAT MAY RESULT FROM SUCH ACCESS OR USE.
   2. You are solely responsible for protecting the security and confidentiality of the password and ID. You shall immediately notify Innovative of any unauthorized use of the password or ID, or any other breach or threatened breach of this Site's security.
7. Licenses
   1. You are granted a limited, revocable, non-exclusive and non-transferable license, without the right to sublicense, to access and use this Site only for
      1. displaying this Site on Your Internet browser; and
      2. printing or copying portions of this Site. Your access and use of this Site is further limited to personal, internal and non-commercial purposes only.
   2. Except as permitted in the limited license set forth in paragraph (a), above, You shall not copy, reproduce, distribute, display, perform, sell, lease, transmit or create derivative works from this Site (in whole or in part) or translate, modify, reverse-engineer, disassemble, or decompile this Site.
   3. You may not upload to, or distribute or otherwise publish through this Site any content, information, or other material that
      1. violates or infringes the rights of any persons, including without limitation, rights in copyrights, patents, trademarks, service marks, trade secrets, and other proprietary rights;
      2. is libelous, threatening, defamatory, obscene, indecent, pornographic, or could give rise to any civil or criminal liability under U.S. or international law; or
      3. includes any bugs, viruses, worms, trap doors, Trojan horses or other harmful code or properties.
   4. You grant to Innovative an exclusive, royalty-free, worldwide, perpetual and transferable license (with the right of sublicense) to use, copy, reproduce, distribute, display, perform, sell, lease, transmit or create derivative works from any and all content, information ideas and know-how (including without limitation any comments or ideas relating to new or improved Innovative's products or services) that You submit to Innovative by any means and in any form (collectively, "Submissions") and to translate, modify, reverse-engineer, disassemble, or decompile such Submissions.
8. Availability and Use of Site
   The availability of this Site depends on many factors, including some factors that are beyond Innovative's control, such as Your connection to the Internet and the Internet backbone. Innovative shall not be liable to You if You cannot use this Site due to any reason.
9. Termination; Effect of Termination
   1. In addition to any other legal or equitable remedies, Innovative may, without prior notice to You, immediately terminate this Agreement or revoke any or all of Your rights granted under this Agreement. You may terminate this Agreement by contacting Innovative at Marketing.
   2. Upon any termination of this Agreement, You shall immediately cease all access to and use of this Site and Innovative shall, in addition to any other legal or equitable remedies, immediately revoke all password(s) and account ID(s) issued to You (and all users contemplated in Section 6) and deny Your access to and use of this Site in whole or in part. Any termination of this Agreement shall not affect the respective rights and obligations (including without limitation payment obligations) of the parties arising before the date of termination. The provisions of Sections 7(b), 7(c), 7(d), 8, 9, 10, 12, 13, 14, 17, 18 and 21 shall survive the termination of this Agreement.
10. Copyright and Trademarks
    1. U.S. and international copyright and/or other intellectual and proprietary laws protect this Site, its Contents and the Software herein described. Any unauthorized access to or use of this Site, Contents or Software descriptions and instructions may violate such laws. The trademarks, service marks, trade dress, logos and tag lines displayed on this Site (collectively, the "Marks") are the sole and exclusive property of Innovative or third parties. You are not granted any right or license, either express or implied, in any copyright, trademark, service mark, trade dress, logo, tag line, patent, trade secret, right of publicity or other intellectual or proprietary right of Innovative or any of the goodwill associated with any of the foregoing. To the extent that You use any copyright, trademark, service mark, trade dress, logo, tag line, patent, trade secret, right of publicity or other intellectual or proprietary right of Innovative, such use and all goodwill associated therewith shall inure solely and exclusively to the benefit of Innovative.
    2. The following terms are registered or pending trademarks of BetaZone, Inc. and / or its subsidiary Innovative Computing Corporation: CUI™, Enhanced Mobile Communication™, IES Mobile™, Innovative Fleet Management™ Scriptor™, @Tools®, Access Plus®, BetaZone® (word only), BetaZone logo, FleetRx®, FlexEDI®, FlexFuel®, FlexPay®, ICC and Innovative Computing Corporation Logos, IES®, IES Access®, Innovative University®, Innovative Enterprise Software®, LoadCentral®, Xpress Suite®.
    3. You shall not remove any copyright or other proprietary legends or notices that appear on, in or as part of this Site.
11. Links To Other Internet Sites
    This Site may contain links to Internet sites owned, operated or maintained by third parties not under Innovative's control. These links are provided for Your convenience of reference only. Such links are not and shall not be deemed to be Innovative's endorsement of the organization or individual associated with the linked site. You assume sole responsibility and liability for Your use of such linked sites.
12. Links to this Site
    You must obtain Innovative's prior written consent for any link(s) to this Site.
13. Warranty Disclaimer; Limitation of Liability
    1. ALL CONTENT, SERVICES AND TRANSACTIONS ARE PROVIDED ON AN "AS-IS" and "AS AVAILABLE" BASIS. THIS SITE MAY INCLUDE INACCURACIES, MISTAKES OR TYPOGRAPHICAL ERRORS. INNOVATIVE DOES NOT WARRANT THAT THE CONTENT WILL BE UNINTERRUPTED OR ERROR FREE. INNOVATIVE DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, TITLE, QUIET ENJOYMENT, DATA ACCURACY AND SYSTEM INTEGRATION.
    2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL INNOVATIVE, ITS PARENT, SUBSIDIARIES OR AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE FOR PUNITIVE, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, INDIRECT OR SPECIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUES, BUSINESS, USE, DATA OR OTHER INTANGIBLES), WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE AND EVEN IF INNOVATIVE HAD BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES.
    3. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INNOVATIVE'S TOTAL LIABILITY TO YOU FOR ANY DAMAGES (REGARDLESS OF THE FORM OF ACTION, WHETHER CONTRACT, WARRANTY, TORT, PRODUCT LIABILITY AND/OR OTHERWISE) SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNT OF FEES ACTUALLY PAID BY YOU TO INNOVATIVE FOR THE ONE MONTH PERIOD PRIOR TO THE ACT ALLEGEDLY GIVING RISE TO INNOVATIVE'S LIABILITY.
14. Indemnity
    You agree to indemnify, defend and hold harmless Innovative, its parent, subsidiaries, affiliates, and their respective officers, directors, shareholders, employees and agents from and against any and all claims, liabilities, expenses (including attorneys' fees) and damages arising out of claims resulting from Your access or connection to, or use of this Site, including without limitation claims arising out of information or content submitted to this Site by You, Your violation of a third party's intellectual property or other rights, or any claims alleging facts that if true would constitute a breach by You of the terms and conditions of this Agreement. Innovative reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, and in such case, You agree to cooperate with Innovative's defense of such claims.
15. Relationship of Parties
    You acknowledge that no joint venture, partnership, employment, or agency relationship exists between the You and Innovative as a result of this Agreement or any use of this Site. You agree not to hold Yourself out as a representative, agent, or employee of Innovative and Innovative shall not be liable for any representation, act or omission by You to the contrary.
16. Assignment
    You shall not assign or otherwise transfer this Agreement or assign, delegate or otherwise transfer any of Your rights, interests or obligations under this Agreement and any such assignment, delegation or other transfer shall be void. This Agreement shall inure to the benefit of Innovative's successors, assigns and licensees.
17. Injunctive Relief; Remedies
    1. You agree that Innovative's remedy at law for any actual or threatened breach of this Agreement would be inadequate and that Innovative shall be entitled to specific performance or injunctive relief, or both, in addition to any damages that Innovative may be legally entitled to recover, together with reasonable expenses of any form of dispute resolution, including attorneys' fees.
    2. All rights and remedies granted to Innovative under this Agreement are cumulative and not alternative, and are in addition to all other rights and remedies available to Innovative at law or in equity.
18. Governing Law and Jurisdiction; Limit on Commencing Actions
    1. This Agreement is governed by the laws of the State of Tennessee, U.S.A. without regard to the conflicts of laws principles thereof. You consent to the exclusive jurisdiction and venue of the state and federal courts in Davidson County, Tennessee, U.S.A. in all disputes arising out of or relating to the use of this Site.
    2. You must commence any cause of action or claim against Innovative within one (1) year after the cause of action or claim arises, otherwise You agree that Your cause of action or claim shall be barred.
19. International Access
    This Site can be accessed from countries other than the United States. This Site may contain Innovative products or services, or references to Innovative products or services, that are not available outside of the United States. Any such references do not imply that such Innovative products or services will be made available outside the United States. If You access and use this Site outside the United States You are responsible for complying with Your local laws and regulations.
20. Customer Resources Extranet / Forum
    1. Any user of the Customer Resources Extranet / Forum who finds material posted by another user objectionable is encouraged to contact us via e-mail. We are authorized by you to remove or modify any data submitted by you to these forums for any reason we feel constitutes a violation of our policies, whether stated, implied or not.
    2. By using this web site, you agree that you, the user, are 18 years of age or over. You are fully responsible for any information or file supplied by this user. You also agree that you will not post any copyrighted material that is not owned by yourself or the owners of these forums. In your use of these forums, you agree that you will not post any information that is vulgar, harassing, hateful, threatening, invading of others privacy, sexually oriented, or violates any laws.
21. Contact Information
    Please send any questions or comments regarding this Site by e-mail to Marketing or by regular mail to:
    Innovative Computing Corporation
    ATTN: Marketing Department
    750 Old Hickory Blvd.
    Suite 290
    Brentwood, TN 37027
22. Reservation of Rights
    Innovative reserves to itself any and all rights not expressly granted herein.

434520.2; Rev. 09/06/07

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