SITEREMOTE
Software License and Usage Agreement 05/2004

§ 1 OBJECT

1. PROVISIO operates a remote management solution for SiteKiosk machines named SiteRemote on a Web site at http://www.siteremote.net/.
   SiteRemote comprises a variety of different services:
   
   1. Services included in the subscription
   2. Services billed under separate invoice
   Information on prices, scope of supply, etc. shall be described in reference to the individual services. For more detailed information on prices, scope of supply, and terms of delivery, please refer to your dealership or PROIVSIO directly.
   
2. PROVISIO provides you with access to this server for the purpose of using the information and tools available on the server in exchange of a monthly fee. This license agreement shall therefore be considered a legally binding contract between you (as a natural or legal person) und PROVISIO concerning the use of the SiteRemote system. The SiteRemote system shall comprise the Internet application, the tools and the data (closed user group). By registering with the SiteRemote system on the Internet, you indicate that you have read and understood this license agreement and agree to be bound by its terms and conditions. If you do not accept the terms and conditions of this license agreement, you shall not be authorized to use the SiteRemote remote management system.
   
3. PROVISIO reserves the right to amend, change, add, delete or improve the services subject to this contract. PROVISIO shall also be authorized to diminish services, in particular with regard to the provision of data and data sets available on the server. If such diminishment in services results in an imbalance between service and return, which may be considered to be more than insignificant, you shall be entitled to appropriate diminishment in remuneration. Should the parties fail to agree on such a diminishment, each party may terminate this agreement on written notice.
   
4. PROVISIO shall be given the right to terminate at any time and without prior notice all free services provided within the SiteRemote server system. Any termination of services shall not entitle you to any reimbursement or compensation.
   
5. PROVISIO may alter or amend the content of this agreement after giving appropriate notice. Unless you object to the conditions altered in such a way within two weeks after the receipt of the notification of change and no later than to the point in time at which the alterations will take effect, these alterations shall take effect in accordance with the notification of change. If you object within the given period of notice, PROVISIO may terminate the contract at the point in time at which the altered conditions are to take effect. Any objection on your part shall be in writing.
   

§ 2 DATA PROTECTION

1. SiteRemote shall not be usable prior to registration. All personal data stored by PROVISIO in the course of the registration process shall not be made available to any third parties and shall be stored on protected servers in Germany. You shall at all times be able to edit and delete your personal information stored under your user profile. Access to the server shall be granted to authorized personnel, who are entrusted with the commercial, technical, and editorial supervision of the server.
   The E-mail address you provide shall be treated confidentially.
   

§ 3 COPYRIGHT

1. All content (data, files, translations, graphics, layouts, process procedures) stored on PROVISIO's server are protected by international copyright. The product is licensed, not sold.
   
2. PROVISIO shall grant you the non-exclusive, non-transferable right to use the modules, information, and data released on the SiteRemote server system for your own purposes only. Authorization to access the restricted user group shall be limited to the data and information covered by the corresponding authorization. Authorization shall not include any rights in the application, the contents or the data themselves. Authorization and all data and information may not be transferred or assigned. Any translation, reverse development, decompilation, disassembly or any other transformation into any perceivable form shall be explicitly prohibited. However, you may export/print data to the extent specified by the program.
   
3. PROVISIO and the PROVISIO logo, SiteKiosk and the SiteKiosk logo as well as SiteRemote are registered trademarks of PROVISIO GmbH, Germany and PROVISIO, LLC, USA. Microsoft, Windows and the Windows logo are registered trademarks of Microsoft Corp., USA. All other mentioned hardware and software products or product descriptions are trademarks of their respective companies and are the sole property of their respective companies.
   
4. You shall be responsible for all contents and data checked into and/or uploaded to the system. The copyright to these contributions and files shall remain with you. By checking in contents protected by copyright you shall agree that the owner of the copyright to these contents has granted you the right to publish these contents as a member of your TEAM. In agreeing with this, you grant PROVISIO the non-exclusive right to publish these contents under the customer's TEAM for an unlimited period of time. PROVISIO shall not be liable for any damage caused by files you load and/or install via the SiteRemote server.
   

§ 4 REMUNERATION

1. You shall pay a usage fee to PROVISIO or a corresponding PROVISIO branch (dealership) for the services listed in article §1. Information about the currently valid rate shall be available from the PROVISIO branch operating in your country of residence.
   
2. Should you default on the timely payment of the usage fee, PROVISIO shall be entitled to block access to the SiteRemote server system immediately.
   
3. Remuneration shall be based on the number of SiteKiosk clients registered with the system. Although PROVISIO may activate more computers than you specified, PROVISIO shall be entitled to deactivate these voluntarily activated computers again at any time.
   

§ 5 VALIDITY AND TERMINATION

1. The contract - the subscription to the SiteRemote system - shall begin with the point in time the SiteRemote system is activated for use and shall be valid for the validity period stated therein or for an undefined period of time.
   
2. Unless otherwise specified, either party may terminate the contract within one (1) week's notice prior to the end of the quarter. Notice of termination of the contract shall be in writing and may also be submitted by E-mail to info@provisio.com.
   
3. PROVISIO may terminate the contract without notice if any payments due are in default for two consecutive months. PROVISIO shall also reserve the right to take further legal action for default of payment.
   
4. PROVISIO shall reserve the right to terminate the contract or deny access to the system for other grave reasons such as non-compliance with any parts of article §5.
   

§ 6 CUSTOMER OBLIGATIONS AND COMMITMENTS

1. Customers shall be obliged to handle all data and data collections stored on the SiteRemote system properly.
   
2. Proper handling shall include, but not be limited to the following:
   • Avoidance of any kind of improper use
   • Avoidance of illegal or unlawful acts
   • Avoidance of contempt of legal regulations
   • Compliance with all legal and regulatory matters relating to this contract
   • Avoidance of interference with the private matters of any third party
   • Avoidance of endangering the confidentiality of this agreement
   • Avoidance of endangering the security precautions of the system
   • Avoidance of any acts or statements considered to be in opposition to good manners and public moral
   • Immediate written notification of PROVISIO of any noticeable defects and damages
   • Avoidance of all actions that might endanger data security
   • Obligation to maintain confidentiality regarding password and access procedures or the related data
     
3. You shall be required to treat the use name/password combination confidentially and shall not pass on this combination to any third party. The operators shall be notified in any event of suspected misuse of the access data.
   
4. Failure to comply with these obligations shall entitle PROVISIO, after issuing an unsuccessful reminder, to terminate this contract immediately upon written notice. PROVISIO shall also reserve the right to take further legal action.
   

§ 7 LIABILITY

1. PROVISIO shall not be liable for damages caused by impossibility of service, positive breach of contract, fault upon conclusion of the contract, consequential damage caused by defects, defects or unlawful acts, unless they were caused by gross negligence or by negligence of persons for whom PROVISIO is responsible.
   
2. Although PROVISIO will create backup copies of the data stored on the server, no guarantee shall be given against total loss of data. PROVISIO shall be liable for a total loss of data only to the amount equal to the maximum usage fees paid during the previous month, unless PROVISIO acts in gross negligence or intentional misconduct.
   Certain data concerning the machines shall be removed after a specific period of time.
   
3. The SiteRemote system provides information and programs intended to assist professional users in creating statistics as well as correcting any device malfunctions and in rendering efficient services on the SiteKiosk clients.
   Despite the constant updates and revisions of the data and programs stored on the SiteRemote server system, the final decision about the use thereof shall be in the competence of the user. PROVISIO shall not be liable for any damages of costs incurred by the information displayed in SiteRemote. PROVISIO shall therefore not be liable for the information to be transmitted and, in particular, their completeness, accuracy or currency, nor their sustainability for any particular purpose.
4. PROVISIO shall not be liable for any damage-causing events that fall into the responsibility of the corresponding service provider.
   
5. PROVISIO shall not be liable for any loss, damage or delay caused by acts of God, public authorities acting with actual or apparent authority, strikes, labour disputes, breakdown of communicative devices or gateways operated by other providers, as well as failure of services provided by other suppliers or network providers.
   
6. PROVISIO do not assume liability for lost revenues, loss of profit, damage to or the loss of data as well as any damage resulting thereof, especially phone costs, communication costs or provider costs except in the event that PROVISIO acted in a grossly negligent way or intentionally, or bodily harm is subject matter of the damage event and as far as this is applicable by law.
   PROVISIO will not reimburse for any phone charges, connection fees or other costs occurring in conjunction with the usage of our SiteRemote services or software.
   PROVISIO also do not assume liability for any installation-, maintenance or service costs which result from the SiteRemote software directly or indirectly.
7. PROVISIO shall not be required to pay any reimbursement in the event of any breakdowns due to failures that lie beyond PROVISIO's control.
   
8. In the event of liability on the part of PROVISIO, maximum liability shall be limited to one monthly rent, unless PROVISIO acts in gross negligence or intentional misconduct.
   
9. Please note that your PC will need to meet the following minimum requirements for the use of SiteRemote server:
   IBM or 100% IBM-compatible PC; 32bit operating system Microsoft Windows98 or higher; graphics chip High Color or higher*; screen resolution of 800x600* or higher; Microsoft Internet Explorer 6.0 or higher; enabled Java Script engine; cookies enabled; Internet connection with 33.600 bps or higher
   *otherwise you may experience limitations of screen representation
   We also recommend: Windows 2000 or XP, Pentium Processor 1GHz or higher; 128MB of RAM or higher; monitor resolution 1024x760; printer; Internet connection with 64 Kbps or higher
   
10. Occasionally, certain maintenance operations will need to be performed and programs and database entries will need to be updated on the SiteRemote server. SiteRemote server may not be available during these times. PROVISIO shall always do its best to reduce downtime to a minimum and to limit maintenance operations to times during which only few users will potentially access the system.
    Please note, however, that you shall not automatically be entitled to reimbursement of usage fees in the event of a server-down situation unless PROVISIO acts in gross negligence or the servers are down for more than 20 percent of the potential monthly usage time. In either of the latter events, PROVISIO shall reimburse you according to the time you were unable to use the service upon a corresponding request submitted by E-mail.
    
11. PROVISIO likes to call to your attention that the currently available technology does not allow the production of Internet software and applications that will work flawlessly in all applications and combinations. The object of this contract is therefore only a software application that can be used in accordance with the program's description and its manual. This holds true in particular for the compatibility with other browsers. SiteRemote was developed to be compatible with Microsoft's Internet Explorer 6.0. Older or future version of this software may be incompatible.
    

§ 8 NOTE CONCERNING TELESERVICES ACT

1. Links to third party Web sites are provided for user convenience and information only. As the content on a linked Web site is beyond the operator's control, the operator shall not be responsible for the content on linked Web sites, including any further links contained on a third party Web site. Only when the operator discovers or is made aware by others that specific Web content, to which it has provided a link, establishes civil or penal liability, shall the operator block this content insofar as this is technically feasible and can reasonably be expected. Technical feasibility and reasonable expectation shall not be affected by the fact that access to the illegal or criminal content may still be possible from other servers despite the operator having disabled access to it from its own Web site. Although the operator examined the third-party content when it was first linked to determine whether it would establish liability under civil or penal law, the operator shall not be obliged to continuously monitor the third-party content which it has linked on its Web site for alterations that may give new grounds for liability.
   

§ 9 USE BY THIRD PARTIES

1. The use of the SiteRemote system shall be restricted to customers and staff of PROVISIO GmbH. Use by third parties shall be expressly prohibited unless written permission is granted by PROVISIO GmbH.
   
2. If use by third parties is permitted, you shall ensure the compliance with this contract by any third party.
   

§ 10 GENERAL

1. This agreement shall be considered a legally binding contract in accordance with the laws of the Federal Republic of Germany applicable at the time of conclusion.
   
2. If any particular clause of this contract shall be or be held invalid or shall not apply to the contract, all other clauses shall remain in full force and effect and the parties shall agree on a substitute provision that is legal and enforceable and is as nearly possible consistent with the intention underlying the original provision.
   
3. No subsidiary agreements shall be concluded. All proposed amendments to this contract shall be in writing including the abrogation of the provision in written form.
   
4. The parties agree that the place of jurisdiction shall be the seat of PROVISIO GmbH if allowed by law.