The use of the “Cost Saving Analysis,” referred to as “Service” is governed by the terms of service set forth below (“Terms and Conditions”). By enrolling in this Service, you agree to these Terms and Conditions stated in sections I.1 through I.18. This is applicable to all users using the eMOBUS “ Cost Saving Analysis.”

1. General. These Terms and Conditions (the “Agreement”) describe the terms and conditions applicable to Your company’s (“You,” “Your”) access of and use of the eMOBUS (the “Cost Saving Analysis”). Your access or use of this service (“Cost Saving Analysis”) is strictly subject to Your compliance with the Agreement (as updated periodically) and eMOBUS’s then-current policies applicable to the Cost Saving Analysis.
   
   
2. User Eligibility. The Cost Saving Analysis is available only to registered users of the Service. Registration requires (Name, E-Mail Address, Quantity of Cell Phones, Quantity of PDA’S/BlackBerrys, Quantity of Aircards/Embedded, Which Carriers, I’m Interested In, and Billing Information). eMOBUS retains the right to declare whether a user is a registered user of the Service, or whether any user may use the Cost Saving Analysis.
   
   
3. Data Confidentiality
   
   
1. Your Data. eMOBUS understands the sensitive nature of the transaction data and other information You may provide while using the Service. Note that any information You provide a “Business Contact,” that person’s name, phone, email address, or cellular billing information will not be visible to other organizations. Please also see eMOBUS’ Privacy Statement, which is incorporated into this Agreement, for more information about how eMOBUS handles information.
   
   
2. Use of You Information. In order to provide a Cost Saving Analysis, eMOBUS will use Your billing information to determine potential cost savings. By entering into this Agreement, You recognize that eMOBUS will treat all information as confidential. In all cases, Your information will not be shared with any other person or organization. Under no circumstances, except as defined in this section, will eMOBUS disclose information to another user to any third party without Your consent.
   
   
3. Confidentiality of eMOBUS’ information. Information (but not Your Data) about the processing of eMOBUS Cost Saving Analysis, technology, interface features, and the notices and the proposal sent by eMOBUS to You are proprietary and confidential information of eMOBUS and You hereby agree not to share such information with the carriers, third parties or use such information except to support your organization.
   
   
4. Your Registration and Sign-up Obligations. All information that You provide to eMOBUS must be accurate (e.g., Your Name, E-Maill Address, and cellular information, and interests) in the registration sign-up process (“Registration Data”). You are responsible for keeping such information up-to-date and must provide changes promptly to eMOBUS by contacting us with changes and providing the correct information to eMOBUS.
   
   
5. eMOBUS Privacy Policies. Registration Data and other information about You are subject to the privacy policies of eMOBUS applicable to users. For more information, see the Privacy Policy for eMOBUS. If there are any additional information requirements applicable to Your use of the Cost Savings Analysis (as described in section III or IV, if applicable to you), eMOBUS will contact you to collect information relating to billing information (“Billing Data”). eMOBUS shall not disclose Billing Data to third parties or use the Billing Data, except that eMOBUS shall have the right (i) to use the Billing Data as necessary to perform under this Agreement. (ii) to maintain the Billing Data as long as necessary or as required by law and used internally for record keeping, internal reporting, and support purposes; and (iii) to provide the Billing Data as required by law or court order, or to defend eMOBUS’ rights in a legal dispute.
   
   
6. System Integrity, Data Integrity, Data Storage.
   
   
1. System Integrity. Concerning Your Cost Saving Analysis use, You agree not to knowingly: (i) interfere with or attempt to interfere with the proper working of the system; (ii) upload, post or transmit through the portal any unlawful, fraudulent, harassing, libelous, or obscene Content; (iii) upload, post or send through the portal any Content that contains a virus, bug, cancelbolt, worm, Trojan Horse or other harmful item; (iv) publish, perform, distribute, prepare derivative works, copy, or reverse engineer the portal. (v) Since most Content submitted through the portal will be sent to eMOBUS by You, You also understand that eMOBUS cannot and does not guarantee or warrant that such Content will be free of infection or viruses, worms, Trojan Horses or other code or defects that manifest contaminating or destructive properties.
   
   
2. Data Integrity. You are responsible for implementing sufficient procedures and checkpoints to satisfy Your particular requirements for accuracy of data input and output, and for maintaining a means external to the Cost Saving Analysis for the reconstruction of lost data. eMOBUS has procedures to help You make sure that Your Data is accurate, current, and complete. See our Privacy Statement to learn how to update Your information.
   
   
3. Storage of Data. The portal will allow You to submit Data eMOBUS needs to prepare a Cost Saving Analysis. If You would like to have eMOBUS remove all Your Data including billing information, contact information, content, etc, eMOBUS will clear all Your information from our records.
   
   
4. No Load Testing without Advance Consent. You agree to not perform, without eMOBUS advance consent, any load testing on the portal, even if it is performed using test accounts.
   
   
7. Actions to Prevent Risk. In order to minimize the legal risk (if any) we may face applicable to Your Cost Savings Analysis use, eMOBUS reserves the right to take any reasonable action (subject to section I.3) with respect to such Cost Saving Analysis we deem necessary or appropriate (such as suspending or terminating Your Service use if it causes or creates an unreasonable risk to eMOBUS).
   
   
8. Title to the System. You acknowledge that the entire contents of the portal (other than Your Data and others’ data) are the intellectual property of eMOBUS and are copyrighted and protected by the United States and international copyright laws. eMOBUS grants You a non-exclusive, nontransferable Cost Saving Analysis proposal to print and solely for Your noncommercial use provided You maintain the copyright notice and any other notices that appear on any such copies. This section does not apply to Your ownership of Data, and does not impose any use restrictions on You as to Your use of Your Data.
   
   
9. DISCLAIMER OF WARRANTIES. YOU ASSUME TOTAL AND SOLE RESPONSIBILITY AND RISK FOR YOUR SYSTEM USE AND ANY USE OF OPTIONAL SERVICES. EMOBUS AND ANY ITS SERVICES OR PRODUCTS, ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, ALL OF WHICH EMOBUS EXPRESSLY DISCLAIMS. EMOBUS MAKES NO WARRANTY (i) THAT THE SYSTEM WILL MEET YOUR REQUIREMENTS, (ii) THAT THE SYSTEM WILL BE UNINTERRUPTED OR ERROR-FREE, OR (iii) AS TO ANY ITEMS (EXCLUDING EMOBUS ITEMS) EMOBUS ASSUMES NO RESPONSIBILITY FOR ERRORS OR OMISSIONS IN THE SYSTEM.
   
   
10. LIMITATION OF LIABILITY. IN NO EVENT SHALL EMOBUS BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM INTERRUPTION OF USE, LOSS OR CORRUPTION OF DATA, OR LOST PROFITS, WHETHER OR NOT EMOBUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR SYSTEM USE.
    
    
11. EXCLUSIONS AND LIMITATIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, TO THAT EXTENT SOME OF THE ABOVE LIMITATIONS OF SECTIONS I.10 AND I.11 MAY NOT APPLY TO YOU.
    
    
12. Termination.
    
    
1. By You. You may terminate this Agreement (along with Your Cost Saving Analysis use) at any time, for any reason, without prior notice. If You are dissatisfied with the Service or with any term, condition, rule, policy, guideline or practice of eMOBUS in operating the Service, Your sole and exclusive remedy is to discontinue using the Service.
   
   
2. Survival After Termination. Sections I.3 (Confidentiality), I.7. (System Integrity, Data Integrity, Data Storage), I.9 (Title to the Network), I.10 (Disclaimer of Warranties), I.11 (Limitation of Liability), I.12 (Exclusions and Limitations), I.13. (Termination), and I.20 (Miscellaneous) shall survive any termination of this Agreement.
   
   
13. Compliance with Laws. Subject to the terms herein, You and eMOBUS agree to comply with all applicable laws, statutes, ordinances and regulations regarding Your Cost Saving Analysis use including compliance with U.S. export laws and regulations. Companies and individuals that are citizens of, or located in, or controlled or operated by an entity that is a citizen of or located in, any country subject to U.S. sanctions or embargoes prohibiting transactions with U.S. entities or otherwise prohibited by U.S. law from receiving U.S. exports or importing into the U.S. (“Prohibited Country(ies)”) are not permitted to register or use the Cost Saving Analysis or any system operated by eMOBUS. By continued Service use, you represent, on behalf of yourself and the Company you represent in this registration that: (i) neither you nor your Company, nor any entity that controls your Company, is a citizen of or located in a Prohibited Country; and, (ii) neither you nor your Company, nor any entity that controls your Company, is prohibited from receiving United States exports or importing into the United States by listing on export/import denial lists published by the: US State Department - Directorate of Defense Trade Controls, US Treasury Department - Office of Foreign Assets Control, or US Department of Commerce - Bureau of Industry and Security. The foregoing provision shall survive any termination or expiration of this Agreement.
    
    
14. Relationship of Parties. Each party shall be and act as an independent contractor of the other and shall not bind nor attempt to bind the other to any contract. No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended nor created by this Agreement.
    
    
15. Communicating with You. Any communication sent via email by eMOBUS to the designated contacts (either the primary or secondary contacts) You provide during the registration process or sign-up process shall constitute valid notice from eMOBUS to You. You acknowledge and agree to keep eMOBUS informed in a timely manner of any change in the designated contacts or their correct email addresses. eMOBUS is entitled to rely on the validity of the contact information (email addresses, fax number, or otherwise) for the designated contacts You provide eMOBUS, even if eMOBUS receives an automated response email indicating that the email might not or did not reach its intended recipient.
    
    
16. Our Obligations Regarding User Names, Passwords, and Data. eMOBUS will be solely responsible for:
    
    
    1. Keeping Your user name and password confidential. You shall notify eMOBUS immediately upon learning of any unauthorized use of Your user name or password. For any instruction, communication, or other information (“Transmission”) eMOBUS receives from someone using your user name and password, eMOBUS is entitled to consider such Transmission as having been sent by You.
       
       
    2. Complying with all applicable privacy, consumer and other laws and regulations with respect to Your (i) provision, use and disclosure of the Billing Data; (ii) use of the Optional Services; and (iii) use of the Network.
       
       
17. Claims of Copyright Infringement. eMOBUS considers itself an online service provider under Subsection 512(c) of the Digital Millennium Copyright Act, Title 17 of the U.S. Code and has this notice in place to address claims of copyright infringement on eMOBUS internet services. If you believe that material on an eMOBUS website or service infringes your copyright, you may submit a notification to eMOBUS designated agent to receive copyright notices:
    
    RE: Copyright Infringement Claim
    Attn: Office of the CFO eMOBUS, Inc.
    6215 Ferris Square Ste. 250
    San Diego, CA 92121
    
    Please provide the following information with your notification:
    1. The name and contact information of the complaining party,
    2. Sufficient information to identify the copyrighted work or works,
    3. The allegedly infringing material and its location on an eMOBUS website or service,
    4. A statement by the rights holder that it has a good faith belief that there is no legal basis for the use of the materials complained of,
    5. A statement of the accuracy of the notification and, under penalty of perjury, that the complaining party is authorized to act on behalf of the rights holder, and
    6. The notification must be signed physically or using an electronic signature by the rights holder or person authorized to act on behalf of the holder of the exclusive right that is allegedly infringed.
       
    
    

    eMOBUS will take reasonable steps to identify, and deny access to eMOBUS internet services by, individuals who are repeat offenders of other’s copyright.

18. Miscellaneous. Any notice (“Notice”) You send eMOBUS under this Agreement must be in writing and in the English language, where such Notice relates to the Agreement or other legal issues. No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise. You may not assign or transfer this Agreement without the prior written consent of eMOBUS. eMOBUS may assign our interest in this Agreement to any now-existing or future direct or indirect subsidiary of eMOBUS, Inc., or pursuant to any assignment of the Service, or any corporate sale or restructuring. We may also assign or delegate certain of our rights and responsibilities under this Agreement to independent contractors or other third parties. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement shall be deemed to have been made in, and shall be construed pursuant to the laws of the State of California and the federal U.S. laws applicable therein, excluding its conflict of laws provisions, and without regard to the United Nations Convention on the International Sale of Goods. Any legal action or proceeding relating to this Agreement shall be instituted in a state or federal court in San Francisco, Santa Clara or San Mateo County, California (the “Selected Venue(s)”), and each party hereby consents to personal jurisdiction in such counties. Both You and eMOBUS hereby irrevocably and unconditionally undertake to take any and all steps which may be necessary in order to: (i) confer jurisdiction on the Selected Venue; and (ii) facilitate the enforcement, by a court where a party is domiciled, of any judgment given by a court in the Selected Venue. If suit is brought under this Agreement, the prevailing party shall be entitled to its reasonable attorney’s fees, court costs, and expert witness fees. This Agreement, along with any applicable Terms of Service (“TOS”) which incorporate this Agreement, is the complete and exclusive statement, and an absolute integration of the mutual understanding of the parties and supersedes and cancels all previous and contemporaneous written and oral agreements, representations, proposals, discussions and communications relating to the subject matter of this Agreement. You agree to be bound by the most current version of this Agreement that is posted on the Network. The English version of this Agreement and TOS shall govern in the event of any conflict or substantive translation changes into a non-English language. You acknowledge that transaction documents between you and Your trading partner can only be exchanged if both You and Your trading partner are current registered users on the Network and in good standing with the Network. Each party acknowledges that any breach by You of the provisions of the Agreement may cause irreparable damage to the other party and that a remedy at law may be inadequate. Therefore, in addition to any and all other legal or equitable remedies, a party will be entitled to injunctive relief for any breach of this Agreement. All article or section headings, or exhibit names, are for reference and convenience only and shall not be considered in the interpretation of the Agreement.
    

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