XpressTrax.Com

This XPRESSTRAX Membership Agreement (the "Agreement") is a legal contract between the customer ("You", "Your" etc) and XPRESSTRAX.COM ("XPRESSTRAX"). The Agreement governs your purchase and use of the various online tools and services, whether fee-based or free of charge, offered on XPRESSTRAX's website (each a "Service"). Your use of the Services is conditioned on your acceptance of this Agreement. The customer accepts and agrees to be bound by all the terms and conditions of this Agreement, as well as any additional terms specific to the particular Services for which you register. Such additional terms may be found in the Agreements & Policies section of XPRESSTRAX's website, and shall be considered a part of this Agreement with respect to the Services they cover. Since this is a binding legal agreement between you and XPRESSTRAX, please print a copy of this Agreement for your records.

1. THE SERVICES
XPRESSTRAX will provide you with the Services for which you register on XPRESSTRAX's website, subject to the terms and conditions of this Agreement. You acknowledge that the Services may be offered in various separately priced service levels or packages ("Service Plans"), and you will only receive the Service Plans that you have registered for, and for which you are paying all associated fees.

XPRESSTRAX reserves the right to modify, enhance, or supplement the Services at any time in its sole discretion, provided that those modifications do not materially and adversely affect your rights or obligations under this Agreement.

2. REGISTRATION PROCESS
To sign up for or receive any Service, you must submit or maintain on file with XPRESSTRAX certain registration data, as requested by XPRESSTRAX's online registration form for the Service. Such registration data shall include, but not be limited to, your name, email address, country. XPRESSTRAX reserves the right, in its sole discretion, to refuse any registration or Service activation request for any reason or no reason, and shall not be obligated to provide any Service to you unless and until it has received payment for the applicable fee. XPRESSTRAX 's use of your registration information is governed by XPRESSTRAX 's privacy policy, available in the Agreements & Policies section of XPRESSTRAX 's website ("Privacy Policy").

3. YOUR PROMISES AND OBLIGATIONS
AS A CONDITION OF RECEIVING ANY SERVICES, YOU PROMISE, REPRESENT, AND WARRANT THE FOLLOWING.

(a) All of the registration information you supply to XPRESSTRAX is true, complete, and accurate, and you will notify XPRESSTRAX of any changes to your registration data during the term of this Agreement and submit updated information within twenty (20) days of any such changes;

(b) You will safeguard your account user name and password by not disclosing your password to any third party, and you will assume responsibility for any and all harm or liability attributable to you or any other person accessing your account or any Services with your user name and password;

Without limiting its other remedies, XPRESSTRAX may refuse or cancel your account or Services at any time for any violation of the foregoing promises.

4. PAYMENT
You agree to pay XPRESSTRAX any set-up fees and recurring subscription fees for the use of XPRESSTRAX services. Completion and submission of any Service Activation form authorizes XPRESSTRAX to invoice you or to charge the credit card specified in your registration for all such fees and any related taxes corresponding to your membership. Such charges will be made on a periodic basis, coinciding with the subscription period for the selected Service (for example, monthly or annually). In order to avoid the full fee for any new subscription period, you must cancel the Service BEFORE the new period begins. Any failure to pay the amounts due under this Agreement will be a material breach of your obligations under this Agreement. Without limiting any other remedies available to XPRESSTRAX, YOU AGREE TO FULLY REIMBURSE XPRESSTRAX FOR ANY COSTS AND EXPENSES THAT XPRESSTRAX MAY INCUR IN CONNECTION WITH COLLECTING OR ATTEMPTING TO COLLECT ANY SUCH UNPAID AMOUNTS.

Section 4.1 Price and Payment.
Customer shall pay XPRESSTRAX membership fees, in U.S. Dollars for the selected Service Plan(s) or, if a XPRESSTRAX Written Agreement accompanies this document, as indicated by those terms. In addition to any Customer may be charged non-recurring fees (e.g. setup fees) as indicated at this same Web site, or as a XPRESSTRAX Written Agreement specifies.

XPRESSTRAX reserves the right to increase prices upon the expiration of the Customer's contracted term. Price increases shall be posted on XPRESSTRAX's web site 30 days prior to taking effect. XPRESSTRAX agrees to submit written notice to the primary email on record for the Customer at least 30 days prior to taking effect.

Section 4.2. Method of Payment.
XPRESSTRAX accepts payment by Credit Card (Visa, MasterCard) and Company Check.

Section 4.3. Credit Card Chargebacks.
Anytime a Credit Card Chargeback Request is received from our Merchant, XPRESSTRAX reserves the right to immediately suspend Customer's Account until the Chargeback Request has been formally resolved between XPRESSTRAX and the Merchant Service Authority. This process may take up to, and possibly more than, a week. If you are disputing a billing error, XPRESSTRAX encourages Customer to first contact XPRESSTRAX's Customer Service to resolve any discrepancies to avoid having Customer's Account suspended upon notification of a Chargeback. XPRESSTRAX reserves the right to refuse any additional service to Customer while a Chargeback Notice is pending investigation by the Merchant Service Authority.

5. PRICING CHANGES AND OTHER MODIFICATIONS
XPRESSTRAX may change its Service fees, or any other terms of this Agreement, at any time by updating the applicable pricing information or other terms posted on XPRESSTRAX's website. New pricing terms will become effective beginning with the first full billing cycle after XPRESSTRAX posts such changes to its website. Changes to terms not related to pricing will become effective fifteen (15) days after such notification. If you do not agree to any changes posted by XPRESSTRAX in accordance with this Section, you must cancel your account or the affected Service as provided herein before the given changes become effective; otherwise you will be deemed to have accepted and agreed to the changes.

6. DURATION AND CANCELLATION OF SERVICES
Unless stated otherwise on XPRESSTRAX 's web pages applicable to a given Service, each Service will be provided and billed on a periodic subscription basis, measured from the beginning of the activation of the given Service. Subscriptions will automatically renew. It is your responsibility to cancel your membership at least 30 calendar days prior to your membership expiration date.

At any time after activation of a Service, either you or XPRESSTRAX may cancel that Service (or XPRESSTRAX may discontinue the Service completely) by providing written notice to the other party, in which case the Service will terminate on the date specified in the cancellation notice. If no date is specified, the Service will terminate at the end of the then-current billing period. XPRESSTRAX also reserves the right to cancel any individual Service immediately and without notice in the event that you breach any provision of this Agreement or any other terms that apply to that Service. NO REFUNDS WILL BE AVAILABLE ON ACCOUNT OF ANY SERVICE CANCELLATION BY EITHER PARTY, EXCEPT AS EXPRESSLY PROVIDED IN THE SECTION ENTITLED "REFUNDS" BELOW.

7. TERM AND TERMINATION OF AGREEMENT
The term of this Agreement will begin on the date that XPRESSTRAX accepts your initial registration and will continue in force until terminated according to this section. Upon cancellation of all active Services, or any time thereafter, either party may terminate your account and this Agreement by written notice to the other party. XPRESSTRAX also reserves the right to terminate your account and this Agreement immediately and without notice in the event that you breach any provision of this Agreement. No refunds will be available on account of any termination of this Agreement, except as expressly provided in the Section entitled "Refunds" below. Sections 10 through 13 of this Agreement shall survive and remain in effect notwithstanding any termination of this Agreement.

8. REFUNDS
If XPRESSTRAX terminates this Agreement, your account, or any Service prior to the end of any active subscription period, and if you have not breached any provision of this Agreement, then you may request a partial refund of the fees that you have paid for that subscription period, based on the number of days remaining in the subscription period at the time of such termination. If your request is validly submitted in writing within thirty (30) days after such termination, then XPRESSTRAX will issue the appropriate refund in the manner in which payment was issued by you.

Exceptions may be made, in the customers' favour, on a case-by-case basis

9. OWNERSHIP RIGHTS
You agree and understand that the Services and all graphic designs, icons, tags, HTML code, computer programming, and other elements incorporated therein are the exclusive property of XPRESSTRAX . In addition, you acknowledge that XPRESSTRAX owns all right, title, and interest in and to XPRESSTRAX 's trademarks, trade names, service marks, inventions, copyrights, trade secrets, patents, technology, software, and know-how related to the design, function, or operation of the Service. Your rights to the Services are strictly limited to the rights expressly granted in this Agreement.

10. DISCLAIMER OF WARRANTY
XPRESSTRAX makes no guarantees of any kind regarding the use or the results derived from any Services in terms of dependability, accuracy, security, timeliness, availability, reliability, or usefulness. The Services and all related materials are provided "AS IS" without warranty of any kind. XPRESSTRAX HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO THE SERVICES AND RELATED MATERIALS, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. XPRESSTRAX DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SERVICES WILL BE SUITABLE FOR YOUR NEEDS OR YOUR INTENDED APPLICATIONS, OR THAT THE SERVICES WILL BE COMPATIBLE WITH OR OPERATE IN THE HARDWARE, SOFTWARE, OR WEBSITE CONFIGURATIONS THAT YOU SELECT.

11. LIMITATION OF LIABILITY
IN NO EVENT WILL XPRESSTRAX BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR INDIRECT DAMAGES OF ANY KIND OR NATURE, INCLUDING BUT NOT LIMITED TO LOSS OF INCOME, LOSS OR DAMAGE OF DATA, AND DAMAGE TO BUSINESS REPUTATION, UNDER ANY THEORY OF LAW OR EQUITY, AND WHETHER OR NOT XPRESSTRAX IS NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

FURTHERMORE, IN NO EVENT WILL XPRESSTRAX's TOTAL, CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT RECEIVED BY XPRESSTRAX FROM YOU UNDER THIS AGREEMENT DURING THE THREE (3) MONTHS PRECEDING THE EVENTS OR CIRCUMSTANCES GIVING RISE TO LIABILITY, OR, IF SUCH LIABILITY ARISES FROM ANY PARTICULAR SERVICE(S), THEN XPRESSTRAX's LIABILITY WILL BE LIMITED TO THE FEES YOU HAVE PAID TO XPRESSTRAX FOR THE PARTICULAR SERVICE(S) DURING SUCH THREE-MONTH PERIOD. Without limiting the foregoing, XPRESSTRAX is not responsible for any of your data residing on XPRESSTRAX hardware. You are responsible for backing-up your data and information that may reside on XPRESSTRAX's hardware or Network, whether or not such information is produced through the use of the Service.

12. INDEMNIFICATION
You agree to indemnify, hold harmless, and (at XPRESSTRAX s request) defend XPRESSTRAX and its officers, directors, shareholders, and representatives from and against any and all liability, damages, losses, costs, or expenses (including but not limited to attorneys' fees and expenses) incurred in connection with any claim related to (a) your breach of any term, condition, representation, warranty, or covenant in this Agreement; or (b) the information you supply to XPRESSTRAX, including your registration data. This obligation shall survive any termination of your relationship with

13. SOLE AND EXCLUSIVE REMEDY
If you are dissatisfied with any portion of any Service, your sole and exclusive remedy is to cancel your account or your subscription to the given Service according to this Agreement. No refunds are available except as expressly provided in the Section entitled "Refunds" above.

This Agreement, along with XPRESSTRAX 's other terms, conditions, and policies referenced herein, constitutes the entire agreement between you and XPRESSTRAX with respect to the Services. To the extent of any conflict between this Agreement and XPRESSTRAX's Website Terms of Use (located in the Agreements & Policies section of XPRESSTRAX's website), the Website Terms of Use will govern your general use of XPRESSTRAX's website, and this Agreement will govern your use of the Services in particular. If any part of this Agreement is held to be unenforceable, that part will be amended to achieve its intended effect as nearly as possible, and the remainder of the Agreement will remain in full force.

Failure or delay is due to circumstances beyond the party's reasonable control, including without limitation, acts of any governmental body or failure of the software or equipment of third parties. Except as provided otherwise herein, any notice given under this Agreement will be made in writing by email and will be effective on the business day after it is sent. You may not assign this Agreement, and any attempt to do so is void. You acknowledge that your account is part of the XPRESSTRAX network, and, consequently, you will receive periodic announcements and information regarding XPRESSTRAX's services. You may request to be removed from the network's news mailing list at any time.

14. QUESTIONS
If you have any questions about this Agreement or XPRESSTRAX 's Services, please contact PCS Software. Thank you for choosing XPRESSTRAX.COM. We look forward to doing business with you and hope you find our services valuable.