TERMS OF USE

CUSTOMERS AND USERS ACKNOWLEDGES THAT THE TERMS AND CONDITIONS OF THIS SERVICE AGREEMENT HAVE BEEN MADE AVAILABLE TO THE CUSTOMER AND HAVE BEEN REVIEWED BY THE CUSTOMER PRIOR TO THE CUSTOMER REQUESTING THE PERFORMANCE OF SERVICES BY THE COMPANY. THE CUSTOMER FURTHER ACKNOWLEDGES THAT SUBMISSION OF THE REQUEST TO THE COMPANY (“FREE TRIAL REGISTRATION”) EITHER ELECTRONICALLY OR OTHERWISE CONSTITUTES ACCEPTANCE OF THE TERMS HEREIN AND WILL BIND THE CUSTOMER AND THEIR USERS TO ALL OF THE TERMS AND CONDITIONS HEREOF. ADDITIONAL SOLUTIONS THAT MAY BE ADDED IN THE FUTURE WILL BE SUBJECT TO THE TERMS OF USE HEREIN BELOW.

Whereas the Company operates a GPS DATA as a SERVICE platform as a managed service through its web portal www.logistricsservices.com and the CUSTOMER is using the services and in consideration of the mutual promises and covenants made herein, the parties agree as follows:

1. Definitions
“TERMS OF USE” refers to this document as well as annexures, schedules and other documents signed by or exchanged between the CUSTOMER and the COMPANY “Company” or “Company’s” refers to Little Services Gateway Inc., with its Corporate Offices at # 601, 255 Duncan Mill Road, Toronto ON M3B 3H9 Canada which operates a GPS DATA as a SERVICE platform called Logistrics Services and as described in detail at www.logistricsservices.com. “CUSTOMER” refers to the party signing up to use the services as detailed above, its owners, officers, agents, employees, partners and anyone otherwise authorized to act on behalf of the “CUSTOMER”. “Online Portal” or “Web portal” or “Web presence” or “Web site” refers to www.logistricsservices.com or as notified from time to time.

2. Services
Subject to the terms and conditions of this Agreement, the Company will provide the Services specified in Exhibit A (the "Service Description - Company") to the CUSTOMER and their USERS.

3. Rights to the Company’s Intellectual Property
The CUSTOMER will have no rights to the intellectual property of the Company.

4. CUSTOMER Legal Operations
The CUSTOMER hereby affirms that all Services offered and/or provided by CUSTOMER are considered legal and do not violate any municipal, state, federal, civil and criminal laws as applicable from time to time and that it is the sole responsibility of the CUSTOMER to conduct business in a legal manner and offer services that are legal. The CUSTOMER hereby absolves the Company from all responsibility and liability with respect to all the above. Further the person accepting this agreement hereby confirms that they are authorized to act on behalf of the “CUSTOMER” in the said capacity and for the purposes detailed in this agreement.

5. USE OF SERVICES
To use the Service CUSTOMER must obtain access to the Internet, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, they must provide all equipment necessary to make such connection to the Internet, including a computer and modem or other access device to be able to fully use the services provided by the Company.

6. Infrastructure Availability
The Company will use its best efforts to ensure critical infrastructure availability at all times and in line with market practices. The uptime targeted is 99% excluding scheduled maintenance which is usually notified at least 48 hours in advance. However, the Company is dependent on external application hosting providers for infrastructure and solution availability and thus cannot always guarantee conformity with any specific availability parameters.

7. Temporary Service Suspension
The CUSTOMER agrees that in rare cases, it may be necessary for the Company to temporarily suspend Services to CUSTOMERS for technical reasons or to maintain the network, the hardware, the application or any other facilities as applicable, the timing of which will be determined by the Company. The Company will attempt to provide the CUSTOMERS with reasonable advance notice of the temporary suspension of Services by posting such notifications on its help desk page or via email.

8. Emergency Service Suspension
The Company may at any time and from time to time suspend Services without notice where necessary, acting reasonably, to prevent the improper or unlawful use of the Company’s services or application by the CUSTOMER or any other person including USERS. The Company will provide the CUSTOMER with notice following such an emergency suspension to advice of the reasons for the suspension.

9. Member Account, Password and Security
CUSTOMER will set up passwords to be used with your chosen logon I.D.’s upon completing the Registration/Enrollment process. CUSTOMER is responsible for maintaining the confidentiality of the passwords and login I.D.’s, and is fully responsible for all activities that occur under that password or login I.D UNLESS SUCH ID OR PASSWORD HAS BEEN OBTAINED VIA A SECURITY BREACH AT THE COMPANY. CUSTOMER agrees to immediately notify the Company of any unauthorized use of the passwords or login I.D.’s or any other breach of security. CUSTOMER agrees that the Company cannot and will not be liable for any loss or damage arising from the CUSTOMER’s failure to comply with this Section or from any loss or damage arising from the actions of any third party.

10. Governing Law
This Agreement shall be interpreted in accordance with and be governed in all respects by the laws of the Province of Ontario and the laws of Canada applicable therein. The courts of Ontario shall have exclusive jurisdiction to entertain any action or proceeding brought by the parties in connection with this Agreement or any alleged breach of this Agreement.

11. CUSTOMER Acknowledgement
The CUSTOMER acknowledges that it accepts all risk of any unauthorized or illegal use of the Company’s portal and network or any inter-connected network by its USERS. The Company provides no warranties, makes no representations, and accepts no liability for the unauthorized or illegal access whatsoever.

12. Data Discrepancy
Unless the Company, in its absolute discretion advises the CUSTOMER otherwise, if there is any discrepancy between information communicated through the Company’s system and information contained in any of the monthly billing/Account statements issued in connection with the CUSTOMER Account or otherwise, the information contained in such Account statements will be deemed to be correct and the Company’s online information will be deemed to be amended accordingly.

13. Conflicts
Neither the course of conduct between the Company and the CUSTOMER nor trade practices shall act to modify the provisions of the Terms and Conditions.

14. Severability and Waiver
If any provision of this Agreement is held invalid or unenforceable for any reason by a court of competent jurisdiction, the offending provision will be severed but the remaining provisions will continue in full force without being impaired or invalidated in any way. The waiver by either party of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.

15. Relationship of Parties
No agency, partnership, joint venture, change of ownership of Company or intellectual property or employment relationship is created by this Agreement and neither party has the power to bind the other party. The “CUSTOMER” will have the rights and obligations as described in the Agreement.

16. Legal Fees and Costs
In the event that any legal action becomes necessary to enforce or interpret the Terms of this Agreement, the prevailing party shall be entitled, in addition to its court costs, to recover its actual legal fees and disbursement costs from the other party.

17. Termination of Agreement
If the either party breaches any of its obligations under this, the other party may terminate this Agreement immediately and without prior notice. The Company may also terminate this Agreement upon the giving of not less than thirty (30) days' prior written notice to the CUSTOMER. In the event the scope of Services provided to CUSTOMER is unilaterally changed by the Company as contemplated in Clause 2 hereof, the CUSTOMER shall be permitted to terminate the Agreement at any time prior to the date that the change proposed by the Company is to take effect. Terminations are subject to the terms of other clauses in this Agreement.

18. Limitation of Liability
CUSTOMER AGREES THAT NEITHER THE COMPANY NOR ANY OF ITS MEMBERS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES OR REPRESENTATIVES WILL AT ANY TIME BE HELD LIABLE FOR ANY LOSS OF BUSINESS OR INJURIES OR LOSSES TO PERSONS OR PROPERTY FROM WILLFUL, ACCIDENTAL OR MISTAKEN SUSPENSION OR DELETION OF CUSTOMERS INFORMATION OR DATA. The CUSTOMER acknowledges and agrees that in no event will the Company or any of its members, shareholders, directors, officers, employees or representatives (collectively, the "LITTLE SERVICES GATEWAY Indemnitees") be liable for any special, indirect, consequential, punitive or exemplary damages, or economic damages (including but not limited to damages for loss of profits or revenues, loss of data, or loss of use) in connection with this Agreement, even if THE COMPANY has been advised of the possibility of such damages.

19. Indemnity & Warranties
The CUSTOMER will indemnify and save harmless the Company, its Directors and Employees from and against all damages, losses, liabilities, fines, costs and expenses (including actual legal fees and costs), incurred by or awarded, asserted or claimed against the Company in connection with this Agreement which are attributable, in whole or in part, to any negligent or willful activities or omissions of the CUSTOMER or any breaches by the CUSTOMER of its obligations under this Agreement. CUSTOMER ACKNOWLEDGES USING THE SERVICES AT OWN RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS AND "AS AVAILABLE" BASIS AND THERE MAY BE DELAYS, OMISSIONS, ERRORS OR INACCURACIES IN SUCH INFORMATION AND DATA. THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION, OR MODIFICATION UNDER THE LAWS APPLICABLE TO THE TERMS AND CONDITIONS. CUSTOMER HEREBY AGREES TO BEAR ANY AND ALL LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF USE OF THE SERVICES OR INABILITY TO USE THE SERVICES OR OUT OF ANY BREACH OF ANY WARRANTY.NONE OF THE COMPANY, ANY LICENSOR, EMPLOYEE, AFFILIATE OR AGENT OF THE COMPANY OR ANYONE ELSE INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SERVICES (EACH, A "PROVIDING PARTY") WARRANTS THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, OR MAKES ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SERVICES OR FROM ANY INVESTMENT DECISION MADE USING THE DATA, INFORMATION, OR TRANSACTIONS PROVIDED BY THE SERVICES.

WE HEREBY ACCEPT THIS AGREEMENT AND ITS TERMS IN ITS ENTIRETY BY REGISTERING, LOGGING ONTO OR OTHERWISE USING THE SERVICE.

EXHIBIT A: DESCRIPTION OF SERVICE
The Company owns and operates a GPS DATA as a SERVICE platform which allows a company or individual or any other entity (also called CUSTOMER) generating GPS/Location Data through a mobile or web application or field devices and/or modems transmitting the same in real-time to forward the same in real-time to the Company via API’s or Libraries or other connections. The Company manages the data connections, stores and indexes such data so as to make them easily retrievable as needed by the CUSTOMER. It analyzes the data in real-time and makes available the data to the CUSTOMER for the purpose of utilizing it within their Web or Mobile apps. It also provides a web portal that a CUSTOMER can log onto to view the data and analytics related to the same in real-time. More details including solution whitepaper are available on our website www.logistricsservices.com