Conditionally on the use of the required equipment, VL Fiscal Software Inc. records your vehicle travel data entries in kilometres and as authorized reseller of the services of the network service provider, transmits the data collected on its Odotrack Web site. Subject to the terms of this agreement, and the Terms and Conditions of Use of the Odotrack Tax Software, you are authorized to use the Odotrack software’s functionalities to generate your own management and tax forms.

The services of the network service provider are available only if the equipment being used is within the operating range of the network service provider’s facilities. Accordingly you agree to use only the ODO 10 GPS logger or other equipment required by VL Fiscal Software Inc.

Transmission services may be temporarily denied, interrupted or restricted at any time for the following reasons:

1. Restrictions concerning the network service provider’s facilities;
2. Constraints on transmission due to atmospheric, topographic or other factors beyond the network service provider’s reasonable control;
3. Equipment modifications, upgrades, reinstallations, repairs or other activities of a similar nature necessary to ensure adequate or improved operation of the network service provider’s services. Individual data transmissions may be inadvertently delayed for a great many reasons, including atmospheric conditions, topography, low-throughput accumulators, system overloads, movement outside of a service area and differences in broadcast radius within a given service area.

You acknowledge that third parties may view data traffic on the network service provider’s facilities and that protection of confidentiality cannot be guaranteed.

You are entirely responsible for taking appropriate security measures to control access to your equipment and the information that you transmit.

YOU ACKNOWLEDGE THAT YOU HAVE NO PROPRIETARY RIGHTS IN ANY IDENTIFIER ISSUED OR LINKED TO YOU OR TO ANY EQUIPMENT THAT YOU ARE USING.

VL Fiscal Software Inc. may update the software, operation and configuration of your system, particularly “online.” You agree to allow VL Fiscal Software Inc. to perform these updates and modifications as needed, without prior notice.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOU HAVE NO CONTRACTUAL TIES OF ANY KIND WHATSOEVER WITH THE NETWORK SERVICE PROVIDER AND THAT YOU ARE NOT A THIRD-PARTY BENEFICIARY OF ANY AGREEMENT BETWEEN VL FISCAL SOFTWARE INC. AND THE NETWORK SERVICE PROVIDER.

YOU FURTHER EXPRESSLY UNDERSTAND AND AGREE THAT THE NETWORK SERVICE PROVIDER MAKES NO REPRESENTATION OR GUARANTEE WHATSOEVER AND IS UNDER NO OBLIGATION TO YOU IN LAW OR EQUITY OR IN ANY OTHER MANNER OR UNDER ANY FORM OF RECOURSE WHATSOEVER, FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, TORTIOUS LIABILITY OR OTHERWISE.

EXCEPT IN CASE OF NEGLIGENCE ON THE PART OF VL FISCAL SOFTWARE INC., YOU WILL INDEMNIFY AND HOLD FREE AND HARMLESS THE NETWORK SERVICE PROVIDER DELIVERING VL FISCAL SOFTWARE INC. SERVICES, AND LIKEWISE ITS DIRECTORS, EMPLOYEES AND AGENTS, JOINTLY AND SEVERALLY, FROM ANY CLAIM OR CLAIMS INCLUDING BUT NOT LIMITED TO DAMAGES FOR LIBEL, SLANDER, INFRINGEMENT OF COPYRIGHT, BODILY HARM OR DEATH RESULTING DIRECTLY OR INDIRECTLY FROM THIS AGREEMENT OR FROM THE USE OR MISUSE OF THE EQUIPMENT OR FROM THE FAILURE OR INABILITY TO USE THE EQUIPMENT, AND THIS OBLIGATION TO INDEMNIFY SHALL REMAIN VALID AFTER THE TERMINATION OF THIS AGREEMENT.

Unless you give your explicit consent or disclosure is made in compliance with a court order, all information retained by VL Fiscal Software Inc. concerning you, with the exception of your name, address and registered telephone number, is confidential, and VL Fiscal Software Inc. may not disclose such information to anyone else, except the following:

1. Yourself;
2. A person whom VL Fiscal Software Inc. has good reason to believe is acting as your agent to obtain personal information;
3. Another telecommunications service provider, provided that such information is necessary for efficient and economical provision of telecommunications services, is disclosed in a confidential manner and is used for this purpose only;
4. A company that plays a role in the delivery of telephone services to you, or other services related to the telephone directory, provided that such information is necessary for this purpose, is disclosed in a confidential manner and is used for this purpose only;
5. An agent whose services have been retained by VL Fiscal Software Inc. for recovery of the unpaid portion of your account, provided that such information is necessary and is used for this purpose only.

You may be considered to have given explicit consent when you supply:

1. Consent in writing;
2. Verbal confirmation verified by an independent third party;
3. Electronic confirmation via a toll-free number;
4. Electronic confirmation via Internet;
5. Verbal agreement preserved as a sound recording by VL Fiscal Software Inc.;
6. Consent by other means resulting in an objectively documented client’s file created by either the client or by an independent third party.

This paragraph applies only to the delivery of mandatory emergency services. With respect to such delivery of mandatory emergency services, VL Fiscal Software Inc. is not liable for the following acts:

1. Libel, slander, defamation or infringement of copyright arising from materials on your property or premises, or transmitted from your property or premises via the VL Fiscal Software Inc. network, or recorded by your equipment or equipment belonging to VL Fiscal Software Inc.;
2. Damages arising from your own acts, infringements or acts of negligence or omission when using or operating the equipment provided by VL Fiscal Software Inc.;
3. Damages arising from the transmission, in your name, of materials or messages on the VL Fiscal Software Inc. network, if such transmissions, materials or messages are illegal in any way;
4. Any act, omission or act of negligence by other telecommunications companies or systems when their facilities are used to establish connections to or from your facilities or equipment.

Furthermore, except in the case of negligence on the part of VL Fiscal Software Inc. resulting in bodily injury, death or damage to your property or premises, the liability of VL Fiscal Software Inc. for negligence related to delivery of mandatory emergency services shall be limited to twenty dollars ($20) or, at most, three (3) times the amount that VL Fiscal Software Inc. would otherwise be entitled to receive as reimbursement for delivery of defective services under the terms of this agreement, or some intermediate amount, as the case may be.

Notwithstanding, the liability of VL Fiscal Software Inc. shall not be not limited under the terms of this paragraph in cases of deliberate fraud, gross negligence or anticompetitive conduct on the part of VL Fiscal Software Inc., or in the case of breach of contract when such breach is as a result of gross negligence on the part of VL Fiscal Software Inc.

YOU HEREBY ACKNOWLEDGE THAT VL FISCAL SOFTWARE INC. ACTS AS AN AGENT FOR THE NETWORK SERVICE PROVIDER THAT SUPPLIES THE SERVICES TO VL FISCAL SOFTWARE INC. FOR THE SOLE PURPOSE OF GUARANTEEING PERFORMANCE OF THE ABOVE-MENTIONED PROVISIONS.

THE NETWORK SERVICE PROVIDER’S SERVICES DO NOT INCLUDE VOICE SERVICES IN ANY FORM.

THE SMART CARD THAT IS SUPPLIED WITH THE EQUIPMENT MAY BE USED WITH THIS EQUIPMENT ONLY AND NOT WITH ANY OTHER WIRELESS DEVICE.

ANY INFRACTION OF THIS PROHIBITION MAY RESULT IN CANCELLATION OF YOUR CONTRACT AS WELL AS APPLICATION OF EARLY TERMINATION FEES.

You are responsible for paying the entire amount indicated on your bill within thirty (30) days of the date of invoicing. Any unpaid balance (including interest incurred) shall bear interest at the rate of two percent (2%) per month, compounded daily (26.82% per year) and shall be charged to your account every month.

Administrative fees of fifty dollars ($50) shall be charged to your account in cases where a cheque, pre-authorized payment or credit card payment is not honoured by your financial institution or credit card issuer.

Under your service plan, transmission of GPRS data is limited to two megabytes (2 Mb) per month. Usage in excess of this amount will be billed to you at the rates currently in effect.

However, any unused megabytes under your service plan during a given month cannot be transferred to another month and will be lost.

Your service plan includes transmission of data in all service areas on Canadian territory without additional roaming charges.

Your service plan does not allow transmission of data to the United States. However, a service plan covering data transmissions on US territory is available from VL Fiscal Software Inc.

If you find an error on your bill, you must notify us within thirty (30) days of the billing date. Otherwise you will be deemed to have accepted these charges without further recourse and cannot dispute them.

In order to guarantee fulfillment of your obligations under agreement, VL Fiscal Software Inc. may require you at any time to pay a deposit equivalent to three (3) months’ service on the system to which you have subscribed.

You will not receive interest on deposits held by VL Fiscal Software Inc.

VL Fiscal Software Inc. may apply all or part of the deposit to any amount due under agreement. If so, you must repay the deposit in an amount acceptable to VL Fiscal Software Inc. within ten (10) days following written notice by VL Fiscal Software Inc. to this effect.

Should this agreement terminate for any reason whatsoever, VL Fiscal Software Inc. may apply the deposit to payment of the balance due on your account, including applicable early termination fees. If no unpaid balance exists or if the balance due is less than the amount of the deposit, the balance of the deposit will then be reimbursed to you.

If you have applied for pre-authorized payments on your credit card or some other means of payment, you expressly authorize VL Fiscal Software Inc. to charge to your credit card or other pre-authorized payment vehicle the amount of all charges payable (including taxes) appearing on your account, including any fees for early termination of this agreement.

You must notify VL Fiscal Software Inc. immediately if a device or SIM card is lost, stolen or destroyed. You must replace the device or SIM card (or both) at your own expense, and there will be no reduction of your bill for any resulting unused time on your service plan.

You consent to and agree to pay early termination fees to VL Fiscal Software Inc. in each of the following situations:

1. You terminate this agreement before the end of your contract period;
2. We terminate services or cancel this agreement (or both) before the end of the contract period as described in paragraph 22 (2), (3) and (4) below;
3. If the network service provider deactivates your service as a result of illegal or unauthorized use of their services or as a result of the use of any unauthorized equipment.

You will pay early termination fees to VL Fiscal Software Inc. for every device that is deactivated during the contract period. Early termination fees are either of the two following amounts, whichever is higher: (1) one hundred dollars ($100) or (2) twenty dollars ($20) per month remaining in the contract period at the time of early termination, up to a maximum of $400 (plus applicable taxes). These fees are applicable to each subscription terminated.

The parties acknowledge and agree that such early termination fees are payable as actual predetermined liquidated damages and interest and not as a form of penalty.

You hereby authorize VL Fiscal Software Inc. to obtain information concerning your credit history and you acknowledge that VL Fiscal Software Inc. may provide information to other parties concerning your credit experience with VL Fiscal Software Inc.

The performance, quality and suitability of your device, accessories or other equipment acquired by you or supplied to you in connection with this service are subject to their respective manufacturers’ warranties and to the specifications of VL Fiscal Software Inc. regarding the device and equipment.

Your recourse in case of failure of a device to meet an applicable warranty is specified in the manufacturer’s warranty. Repair services not covered by warranty will be billed at normal rates by VL Fiscal Software Inc. or the manufacturer (or both).

YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES AND ALL DEVICES OR OTHER EQUIPMENT AND THIRD-PARTY SERVICES ARE SUPPLIED BY VL FISCAL SOFTWARE INC., INSOFAR AS ALLOWED BY LAW, WITHOUT WARRANTY BY VL FISCAL SOFTWARE INC. OF ANY KIND WHATSOEVER, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABLE QUALITY, APPROPRIATENESS FOR A PARTICULAR USE, INFRINGEMENT OF A PATENT GRANTED OR PENDING, OR SUITABILITY FOR COMMERCIAL USE.

WE MAKE NO GUARANTEE AS TO THE ERROR-FREE OPERATION, FAILURE OR INTERRUPTION OF THE DEVICE, EQUIPMENT OR SERVICES AND WE MAKE NO GUARANTEE AS TO THE CONFIDENTIALITY OR SECURITY OF ANY COMMUNICATIONS WHILE YOU ARE USING THESE SERVICES, EQUIPMENT OR DEVICES.

WITHOUT LIMITING THE GENERAL MEANING OF THESE TERMS OF SERVICE, VL FISCAL SOFTWARE INC. WILL NOT ASSUME LIABILITY OF ANY KIND FOR:

1. INTERRUPTIONS OR DISRUPTIONS AFFECTING THE SERVICES, DATA TRANSMISSION NETWORK, THIRD-PARTY SERVICES OR OTHER DAMAGES YOU MIGHT SUFFER AS A RESULT, DIRECTLY OR INDIRECTLY, OF THE FAILURE OF THE DEVICES OR EQUIPMENT, OR OF THE SERVICES OR FACILITIES OF VL FISCAL SOFTWARE INC., ITS NETWORK SERVICE PROVIDER OR THIRD-PARTY SERVICES;
2. ELECTRICAL POWER OUTAGE OR FAILURE;
3. ACTS OR OMISSIONS OF YOUR OFFICERS, EMPLOYEES, AGENTS OR CONTRACTORS, INCLUDING BUT NOT LIMITED TO DEFAMATION OR PATENT INFRINGEMENT;
4. DISRUPTION BY A PARTY OF THE EQUIPMENT USED TO PROVIDE SERVICES BY PARTIES OTHER THAN VL FISCAL SOFTWARE INC.;
5. INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS AS A RESULT OF, OR IN ANY WAY CONNECTED WITH, YOUR USE OF THE DEVICES, OTHER EQUIPMENT OR THIRD-PARTY SERVICES;
6. EVENTS BEYOND REASONABLE CONTROL AS DEFINED IN THIS AGREEMENT;
7. SUSPENSION OR CANCELLATION OF SERVICES.

FURTHERMORE, AND INSOFAR AS ALLOWED BY LAW, VL FISCAL SOFTWARE INC. DOES NOT GUARANTEE QUALITY OF SERVICE, AVAILABILITY OR UNINTERRUPTED USE OF THE NETWORK, NOR DOES VL FISCAL SOFTWARE INC. GUARANTEE THAT DATA WILL BE TRANSMITTED, TRANSMITTED WITHOUT CORRUPTION OR TRANSMITTED WITHIN A REASONABLE PERIOD OF TIME.

Notwithstanding any other provision of this agreement, this agreement may be terminated immediately at any time by VL Fiscal Software Inc., without liability of any kind:

1. If for any reason whatsoever VL Fiscal Software Inc. is obliged or decides to cease offering all or part of the services previously supplied;
2. If you commit a serious infraction of one these terms of service and do not correct the situation within a period of ten (10) days following receipt of a written notice to this effect, including but not limited to frequent delays in payment or non-payment of uncontested amounts due to VL Fiscal Software Inc.;
3. If you use the services or facilities of VL Fiscal Software Inc. or its network service provider in an illegal or unauthorized manner;
4. If you use any equipment expressly unauthorized by VL Fiscal Software Inc.

EXCEPT AS STIPULATED IN PARAGRAPH 8 ABOVE, VL FISCAL SOFTWARE INC., ITS DIRECTORS, OFFICERS, CONTRACTORS OR AGENTS CANNOT BE HELD LIABLE TO YOU, OR TO A USER OR TO ANY OTHER PERSON (EXCEPT FOR BODILY INJURY AS A RESULT OF NEGLIGENCE ON THE PART OF VL FISCAL SOFTWARE INC.) FOR:

1. DAMAGES OR LOSSES, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, LOSSES AS A RESULT OF UNAUTHORIZED THIRD-PARTY ACCESS, LOSS OF PROFITS, LOSS OF REVENUE, FINANCIAL LOSSES, LOSS OF BUSINESS OPPORTUNITIES, BODILY INJURIES, DEATHS OR ANY OTHER DAMAGE OR LOSS ARISING DIRECTLY OR INDIRECTLY AS A RESULT OF THESE TERMS OF SERVICE AND OF THE SERVICES, DEVICES, OTHER EQUIPMENT, THIRD-PARTY SERVICES, FACILITIES OF VL FISCAL SOFTWARE INC. AND ITS NETWORK SERVICE PROVIDER, AS WELL AS YOUR OWN SYSTEM, OR USE OF THE FACILITIES OF VL FISCAL SOFTWARE INC. OR ITS NETWORK SERVICE PROVIDER BY OTHER TELECOMMUNICATIONS SERVICE PROVIDERS;
2. ANY ACT OR OMISSION OF A TELECOMMUNICATIONS SERVICE PROVIDER WHOSE FACILITIES ARE USED TO ESTABLISH A CONNECTION WITH POINTS SERVED BY THE VL FISCAL SOFTWARE INC. NETWORK SERVICES PROVIDER;
3. DEFAMATION OR PATENT INFRINGEMENT AS A RESULT OF THE TRANSMISSION OR RECEPTION OF ITEMS THROUGH THE FACILITIES OF THE VL FISCAL SOFTWARE INC. NETWORK SERVICES PROVIDER;
4. ANY PATENT INFRINGEMENT AS A RESULT OF A COMBINATION OR THE USE OF YOUR FACILITIES WITH THE FACILITIES OF VL FISCAL SOFTWARE INC. AND ITS NETWORK SERVICES PROVIDER;

THESE LIMITATIONS APPLY TO ALL ACTS AND OMISSIONS OF VL FISCAL SOFTWARE INC., ITS EMPLOYEES OR ITS AGENTS, WHICH WOULD OTHERWISE BE GROUNDS FOR ACTION ON THE BASIS OF A BREACH OF CONTRACT OR IN TERMS OF SOME OTHER LEGAL DOCTRINE.

This agreement and its interpretation are governed by the laws of the Province of Quebec and by federal laws of Canada in force in this province. The parties acknowledge the exclusive competence of the courts of the Province of Quebec with respect to legal proceedings resulting from this agreement or the performance of obligations contemplated herein.

All notices given under the terms of this agreement must be presented in writing and shall be considered as having been received at the moment of their reception in the case of transmissions by fax, or else within three (3) working days after posting by registered mail with notification of receipt of delivery requested.

Notices by VL Fiscal Software Inc. will be sent to the address or fax number that you have supplied.

Your notices should be addressed to:

VL Fiscal Software Inc.
4141Highway 4-40 West
Suite 200
Laval QC Canada H7P 4W6

Or faxed to 514-388-6907

Except with respect to payment of fees and other amounts due to VL Fiscal Software Inc., no party shall be held responsible for the failure to perform their obligations under this agreement, if such failure is as a result of things beyond the reasonable control of the party affected, including but not limited to a strike or labour conflict, riot, theft, flood, lightning strike, storm, act of God, electrical power outage, war, national emergency, act of a government or government department, embargo, seizure, or promulgation of a law, decree, ordinance, rule or regulation.

This agreement constitutes all the agreements made between the parties with respect to the matters contemplated in this agreement, and there is no other representation or guarantee of any kind whatsoever that is not explicitly contemplated in this agreement.

This agreement is binding on the parties, their legal successors and authorized agents.

1.1 Use of the ODOTRACK software via its Web application, and of its associated products and services, is governed by the terms of a legal contract agreed to between you and VL Fiscal Software Inc., the owners of the ODOTRACK software, having their registered place of business at 4141 Highway 4-40 West, Suite 200, Laval, Province of Quebec, Canada, H7P 4W6.

1.2 To register on the ODOTRACK Web site and use its software, you must indicate that you and any person (physical or moral) or organization that you purport to represent agree to accept these terms and conditions (hereafter “Conditions”) without reservation or limitation, and consent to be bound by this agreement.

2.1 Without limiting the general meaning of the above agreement, you must accept these Conditions in order to be able to use ODOTRACK software and its associated services. You will not be able to use ODOTRACK software and services if you do not accept these Conditions.

2.2 You will be deemed to have accepted these Conditions when:

2.2.1 You “click” on the place indicated confirming your acceptance of these Conditions, or

2.2.2 You actually proceed to use ODOTRACK software and services, if the interface of ODOTRACK did not allow you to indicate your acceptance of these Conditions by a “click.” In this case you acknowledge and accept that such use will be regarded as equal to acceptance of these Conditions.

2.3 You are FORBIDDEN to use ODOTRACK software and associated services if you do not have the legal capacity to contract, e.g., if you are not of legal age or are subject to a legal ruling or decision that prevents you from contracting or, if acting for a corporation you do not have the necessary authorization or if the corporation is not duly constituted under applicable laws and regulations. Likewise you may not use the ODOTRACK software or services if the laws of the country in which you reside or are using ODOTRACK prohibit you from doing so.

3.1 Conditionally upon prior acquisition of the ODO 10 GPS logger or any other equipment required by VL Fiscal Software Inc., payment of the fees for your VL Fiscal Software Inc. service plan and subject to the terms and conditions of this agreement, VL Fiscal Software Inc. allows you to use the functionalities of its ODOTRACK tax software.

3.2 ODOTRACK tax software and the ODO 10 GPS logger or any other equipment required by VL Fiscal Software Inc. are designed to be operated together and to provide information on the movement of registered vehicles, including those in use by a private individual, an employee, a company or any organization in order to determine the distances travelled by a vehicle for personal or professional purposes.

3.3 The effectiveness of ODOTRACK is conditional upon your use of the software and services as directed.

3.4 You acknowledge and accept that ODOTRACK software and associated services cannot replace the professional services of lawyers, tax specialists, accountants and other professionals. If you have any doubt regarding your situation you should consult a certified professional. VL Fiscal Software Inc. and its representatives do not provide legal, accounting or other services. VL Fiscal Software Inc. expressly disclaims all liability and makes no representation or guarantee to the effect that your use of ODOTRACK tax software and its associated services, or use of ODO 10 GPS logger or any other equipment required by VL Fiscal Software Inc. will satisfy any legal or regulatory obligation, or that it will help you to comply with any applicable laws or regulations. The software and services are placed at your disposal in order to facilitate the collection of information, but their use and treatment is entirely your own responsibility. This means that you are entirely responsible for making sure that your declarations, use and processing of any information collected or entered are in compliance with the laws, regulations and accounting practices applicable to you or your company, as well as with such changes or amendments as may be made from time to time by the competent authorities.

4.1 No stipulation made by these Conditions shall exclude or limit the liability of VL Fiscal Software Inc. for damages regarding which applicable law prohibits such exclusion or limitation of liability.

4.2 VL Fiscal Software Inc. guarantees that ODOTRACK tax software used with ODO 10 GPS logger apparatus or any other equipment required by VL Fiscal Software Inc. under normal conditions of use and in compliance with the directions for use will function in accordance with the specification defined by VL Fiscal Software Inc.

4.3 VL Fiscal Software Inc. makes no guarantee and will not be held liable in any manner whatsoever concerning the accuracy and quality of the ODO 10 GPS logger or any other equipment required by VL Fiscal Software Inc. Please refer to the manufacturer’s warranty.

4.4 Without limiting the general meaning of these terms and conditions, VL Fiscal Software Inc. makes no guarantee that the ODOTRACK software, the ODO 10 GPS logger or any other equipment required by VL Fiscal Software Inc. will be free of error, or that they will operate without interruption or that they will meet any special requirements. Please check the specifications and features of ODOTRACK to make sure that it meets your requirements.

4.5 In case of a temporary interruption of service, software crash or any incident preventing the normal use of ODOTRACK software and services, the liability of VL Fiscal Software Inc. or of its representatives, should such liability be claimed for any reason whatsoever, shall be limited to refunding of the costs of the right of use paid by you during the period of interruption.

4.6 VL Fiscal Software Inc. cannot be held liable to you, or to any person whom you purport to represent, for direct, indirect, accessory, special, consequent, exemplary or punitive damages of any sort whatsoever, whether incurred contractually or tortiously (including negligence or violation of a legal requirement) or otherwise, including but not limited to any steps you may have taken or decisions you may have made based upon data collected by ODOTRACK tax software and the ODO 10 GPS logger or any other equipment required by VL Fiscal Software Inc., for any interruption of use, loss of data, consequential losses or punitive damages, loss of earnings, income, data, goodwill or anticipated savings, occurring within the meaning of this Contract, or otherwise deriving from errors, inaccuracies or defects of ODOTRACK tax software or the ODO 10 GPS logger or any other equipment required by VL Fiscal Software Inc.

The software which you use may download and install updates automatically as provided by VL Fiscal Software Inc. These updates are designed to upgrade and improve the software’s services and may take the form of debugging or improvements to functionalities. You agree to accept these updates as part of your use of these services.

You acknowledge and agree that it is your responsibility to ensure the confidentiality of the passwords associated with the accounts that you use to access ODOTRACK tax software applications.

7.1 VL Fiscal software Inc. regards as paramount the protection of our customers’ personal information.

7.2 VL Fiscal Software Inc. understands “personal information” to mean information about an identifiable individual. We do not consider public information in the directories or lists, or names of businesses, addresses and contacts’ telephone numbers to be personal information.

7.3 VL Fiscal Software Inc. collects and uses personal information about its customers to identify them, allow them access to its services, communicate with them, protect them against errors and fraud and provide information about its products and services.

7.4 VL Fiscal Software Inc. does not disclose its customers’ personal information to anyone and does not allow anyone else to use this information under any pretext without the customer’s consent.

7.5 VL Fiscal Software Inc. retains personal information about its customers for as long as such information is useful in order to meet the above-mentioned purposes and keeps information in its possession in as exact, complete and up-to-date a form as is possible. Appropriate security devices are in place for all personal information in our company’s possession.

General and intellectual proprietary rights associated with the Software are and will remain entirely the property of VL Fiscal Software Inc.

You acknowledge and agree that VL Fiscal Software Inc. is the owner of all statutory rights, entitlements and interests, including, without limitation, all intellectual property rights for ODOTRACK software, its Web application and its associated products and services, registered or otherwise, in all places in the world where such rights may exist.

The Conditions of this agreement do not authorize you to use the trade names, trademarks, service marks, logos, domain names or any other distinguishing feature of VL Fiscal Software Inc.

The user acknowledges these general and intellectual proprietary rights, and undertakes not to engage in any act that is likely to compromise, limit or obstruct in any way the property rights or other rights belonging to VL Fiscal Software Inc.

This agreement comes into effect at the time of its acceptance by the user and will remain in effect for as long as the user pays the fees for the right to its use. However VL Fiscal Software Inc. may cancel this contract without notice in the event of a violation of the provisions contained herein.

ODOTRACK (VL Fiscal Software Inc.) makes no tax decisions and does not provide any services of a legal or accounting nature. The forms that you generate on the ODOTRACK Web site are the forms prescribed by the ministries of revenue for Quebec and Canada. However, it is your responsibility to obtain the services of a qualified professional in order to confirm the use that you intend to make of the forms that you have generated.

IT IS STRONGLY RECOMMENDED THAT YOU CONSULT A TAX PROFESSIONAL BEFORE MAKING ANY DECISION BASED ON DATA PROCESSED WITH THE HELP OF ODOTRACK SOFTWARE.

ODOTRACK WILL NOT BE HELD RESPONSIBLE FOR ANY USE THAT A USER MAY MAKE OF DATA THAT THE USER HAS ENTERED OR GENERATED ON THE ODOTRACK WEB SITE.

This contract and its interpretation are subject to the laws of the Province of Quebec and by laws of Canada applicable in this province. The parties recognize the exclusive competence of the courts of the Province of Quebec with respect to any legal proceedings arising from this contract or the performance of the obligations contemplated herein.

ODOTRACK (VL Fiscal Software Inc.) makes no tax decisions and does not provide any services of a legal or accounting nature. The forms that you generate on the ODOTRACK Web site are the forms prescribed by the ministries of revenue for Quebec and Canada. However, it is your responsibility to obtain the services of a qualified professional in order to confirm the use that you intend to make of the forms that you have generated.

IT IS STRONGLY RECOMMENDED THAT YOU CONSULT A TAX PROFESSIONAL BEFORE MAKING ANY DECISION BASED ON DATA PROCESSED WITH THE HELP OF ODOTRACK SOFTWARE.

ODOTRACK WILL NOT BE HELD RESPONSIBLE FOR ANY USE THAT A USER MAY MAKE OF DATA THAT THE USER HAS ENTERED OR GENERATED ON THE ODOTRACK WEB SITE.

By clicking on “I accept” or on a similar confirmation at the place of acceptance indicated, you affirm that you have received, understood and approved this service agreement as well as the above VL FISCAL SOFTWARE INC. TERMS OF SERVICE and the above TERMS AND CONDITIONS OF USE OF THE ODOTRACK TAX SOFTWARE, which form an integral part of this agreement. These terms indicate the limits of liability of VL Fiscal Software Inc. and the network service provider as well as your obligation to pay early termination fees if this agreement is terminated before the end of your contract period.

You accept responsibility to pay all fees required under this agreement and agree to provide to VL Fiscal Software Inc. on demand a deposit equivalent to three (3) months’ service on the system to which you have subscribed in order to guarantee payment of any amount due under this agreement.

You authorize VL Fiscal Software Inc. to obtain information concerning your credit history and you acknowledge that VL Fiscal Software Inc. may provide information to other parties concerning your credit experience with VL Fiscal Software Inc.