INREACH CANADA MASTER SERVICE AGREEMENT FOR INREACH ENTERPRISE SOLUTION This InReach Canada Enterprise Service Agreement (“Agreement”) is made and entered into this day of , 2013, by and between Roadpost Inc., a Canadian corporation dba InReach Canada (“InReach Canada”), with its principal place of business located at 7a Taymall Ave, Toronto, Ontario M8Z 3Y8, and (“Company”), with its principal place of business located at . 1. Services. Subject to the terms and conditions set forth in this Agreement, InReach Canada will provide and Company will purchase the following services (the “Services”): InReach for Enterprise Services After this Agreement is signed, InReach Canada and Company may agree to add additional services using an amendment to this Agreement. All orders are subject to InReach Canada's approval. 2. Term. Term commitment for the services selected in Section 1 is 1 month(s) and shall automatically renew for the same term unless cancelled 30 days prior to the renewal date. 3. Currency and Pricing. Prices for the Services are quoted in Canadian dollars and are set forth on the Enterprise Price List attached as Addendum A. 4. Early Termination Liability. If Company terminates a service or this Agreement prior to the end of the Term commitment set forth in Section 2, Company will be billed all monthly recurring charges due under the Agreement multiplied by the remaining months in the term of the Agreement. 5. Limitation of Liability. COMPANY ACKNOWLEDGES THAT USE OF THE SERVICE FOR EMERGENCY, MEDICAL OR OTHER USES INVOLVING THE POTENTIAL FOR PERSONAL INJURY, LOSS OF LIFE OR DAMAGE TO PROPERTY, IS AT COMPANY’S OWN RISK, AND THAT THE SERVICES AND/OR EQUIPMENT MAY NOT PERFORM AT THE MOMENT OR AS COMPANY DESIRES. INREACH CANADA SHALL HAVE NO LIABILITY FOR ANY DAMAGE, LOSS OF PROPERTY, OPPORTUNITY OR EARNINGS, PERSONAL INJURY, DEATH OR ANY OTHER LOSS WHATSOEVER RESULTING FROM THE COMPANY'S USE OF, MISUSE OF, OR INABILITY TO USE SERVICES AND/OR EQUIPMENT, INCLUDING, BUT NOT LIMITED TO, USE OR ATTEMPTED USE OF 911 OR OTHER EMERGENCY SERVICES. THIS LIMITATION APPLIES TO ACTS OR OMISSIONS OF INREACH CANADA, ITS SUPPLIERS, AGENTS, EMPLOYEES AND ALL PERSONS FOR WHOM IT MAY BE RESPONSIBLE. INREACH CANADA DOES NOT GUARANTEE THE PROVISION, QUALITY AND CONSISTENCY OF THE SERVICES AS PROVIDED BY ITS SUPPLIERS AND IS FURTHERMORE NOT RESPONSIBLE FOR ANY INTERRUPTIONS, DELAYS, INCONSISTENCIES OR FAILURES OF THE NETWORK OR SECURITY BREACHES REGARDLESS OF THE SOURCE OF ANY SUCH PROBLEM INCLUDING, BUT NOT LIMITED TO, INREACH CANADA'S OWN FAULT OR NEGLIGENCE. InReach Canada shall not be liable to Company, nor shall Company make any claim against InReach Canada or its suppliers, for injury, loss or damage sustained by reason of any unavailability, delay, faultiness or failure of the facilities, equipment and/or services to be provided by InReach Canada pursuant to this Agreement. Company shall defend, protect, indemnify and hold harmless InReach Canada, its employees, agents, representatives, consultants, subcontractors, suppliers, and affiliates, and their respective representatives (collectively, “Indemnified Parties”), from and against any and all damages, losses, liabilities and expenses (including reasonable attorneys’ fees) resulting from third party (including employees) claims or suits related to: (a) bodily injury or death of any individual or (b) loss of or damage to real or tangible personal property arising out of any use, misuse or inability to use the services or equipment described herein. 6. Additional Terms. The additional terms and conditions set forth at http://www.inreachcanada.com/terms-andconditions/ as the same may be modified by InReach Canada in its sole discretion from time to time (the “Additional Terms”), are incorporated into this Agreement by reference and shall apply to Company’s purchase or rental of Confidential – Not to be copied, distributed or reproduced without prior written approval from Roadpost Inc. 1/3 services and equipment. Company shall be responsible for any use or misuse of the services or equipment by its employees or other third parties that access the services or equipment through Company or its employees. 7. Prevailing Terms; Entire Agreement. In the event of a conflict between the terms and conditions of the Additional Terms and the main body of this Agreement, the terms and conditions of the main body of this Agreement will prevail, followed by the Additional Terms. The inclusion of a clause in the Additional Terms but not in the main body of this Agreement shall not be deemed to be a conflict. This Agreement consists only of this document upon which the parties have affixed their signatures, and those Additional Terms referenced in Section 7, as the same may be modified in accordance with this Agreement. This Agreement as so constituted is the entire Agreement between the parties with respect to the subject matter hereof and supersedes all other previous statements, communications or agreements, whether oral or written, including press releases, advertising and sales literature. Company InReach Canada __________________________________ ___________________________________ Print name: ________________________ Print name: __________________________ Title: _____________________________ Title: _______________________________ Confidential – Not to be copied, distributed or reproduced without prior written approval from Roadpost Inc. 2/3 ADDENDUM A: INREACH CANADA ENTERPRISE PRICE LIST inReach for Enterprise – inReach Pro Plans inReach Pro Plans – CAD Monthly Plan Fee One-time Activation Fee 1 Included Bytes Approximate Messages Monthly Suspension Fee inReach Pro 10K inReach Pro 20K $29.95 $49.95 $69.95 $60 $60 $60 3,000 10,000 20,000 1 40 messages 125 messages 250 messages 1 150 tracks 500 tracks 1,000 tracks $0.10 $0.08 $0.08 $9.95 $9.95 $9.95 $4.95 $4.95 $4.95 OR Approximate Tracks Additional Usage (per 10 bytes) inReach Pro 3K 1 2 Monthly GEOS Subscription (optional) 3 inReach Pro Plan Terms A one-time $60 activation fee and an initial 30-day term commitment apply to all plans. Plans auto-renew month-tomonth until suspended or cancelled. Plans cannot be suspended or cancelled in the first 30 days. 1. 2. 3. Usage is rated in 10 byte increments on all inReach Pro plans. Each SMS or email message consumes approximately 80 bytes of data. Each track point consumes approximately 20 bytes of data. Suspending service seasonally: After the initial 30-day term, you can suspend/unsuspend your plan as often as you like for a reduced monthly suspension fee of $9.95. While the service is suspended the inReach device cannot transmit, however users retain access to their online account and historical data in the Explore web application. Optional GEOS subscription: A monthly subscription to GEOS is available for an additional fee of $4.95/month. Upon subscribing to GEOS, your SOS button will be programmed to alert the GEOS monitoring centre which will be responsible for coordinating the details of your rescue with local authorities. Should you choose not to subscribe to GEOS, you acknowledge that you are forgoing access to the GEOS response centre and will be responsible for providing alternative SMS and email contacts (up to 5) that will receive your SOS alerts. Confidential – Not to be copied, distributed or reproduced without prior written approval from Roadpost Inc. 3/3