This User Agreement ("Agreement") constitutes a valid, binding contract between you and Validas, a Delaware Limited Liability Corporation ("Validas"), the owner and operator of the site accessible through www.validas.com, with respect to your subscribing to the services such the analysis of mobile phone billing records ("Services") through the software made available through this website (the "Site"). The information provided on this site is provided subject to compliance with the terms of this Agreement. Please read this Agreement carefully as it forms a binding contract between you and Validas. Please print a copy of this agreement for your records.

This User Agreement is intended to supplement the Site’s Terms of Use Agreement. Click here to view that contract. To the extent there is any conflict or contradiction between this User Agreement and the Terms of Use, this User Agreement shall take precedence and control. Additionally, we have a privacy policy which describes our information gathering and dissemination practices for this Site. To review, please click here. YOUR USE OF THIS SITE SIGNIFIES AND CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT AND THE WEBSITE TERMS OF USE AGREEMENT, AS IT MAY BE AMENDED FROM TIME TO TIME.

If you have specific questions, a link to the applicable section of this Agreement is provided as follows for your convenience:

1. VALIDAS SYSTEM ACCESS

1.01. Validas System Access. The Validas Services consists of a set of Internet hosted, multi-user data information access software applications and associated data, including the Data (as defined below), and tools for analyzing mobile phone billing records (the "System"). The System permits users with appropriate software and connectivity to accomplish certain statistical analysis and reporting functions. You may accomplish tasks using the System by establishing an Internet link with Validas’ Internet server, by entering or posting queries using that link and by requesting and receiving Data using that link. Validas, at its exclusive discretion, shall determine extent of access, which shall be limited by Validas in form, substance and content to meet your needs and requirements, and shall permit access to the System on a non-exclusive basis, subject to the terms of this Agreement and provided further that Validas may restrict or condition access and use at any time if it reasonably believes that such continued access or use will imminently and materially disrupt, degrade or injure continued function or use of, the System with respect to other Validas customers.

1.02. Equipment, Software and Connectivity Requirements. Proper function of the Validas System requires your compliance with minimum specifications for equipment, software and connectivity. It is your duty to acquire, maintain and/or install all necessary equipment and connectivity, including, but not limited to, common carrier related equipment (such as a modem) and communication (such as internet connectivity) services. Validas shall not be responsible for any charges incurred in doing so.

1.03. General Customer Obligations. You shall provide Validas with complete, accurate and timely information necessary to permit Validas to provide the Services contemplated in this Agreement. You shall cooperate promptly to provide accurate and full responses to any inquiry or concern of Validas for clarification, documentation or further information related to the Validas Services.

1.05. Consents and Authority. You shall not permit individuals to access or use the Validas System without authorization or beyond the scope of their authorization. You will be required to fully register and shall specify the sole individual who will have access to the Validas System.

2. LICENSE AND USE RESTRICTIONS

2.01. Grant. Subject to the terms of this Agreement, Validas hereby grants you a non-exclusive, non- transferable, revocable license to access and use the System, as it may exist from time to time, within the United States, under the conditions and requirements set forth in this Agreement. Access and use under this license is conditioned on such compliance with the conditions and requirements of this Agreement and adherence to the Terms of Use Agreement, incorporated herein by reference. Subject to the terms of this Agreement, you hereby grant to Validas and its successors and assigns the worldwide, non-exclusive, transferable, and royalty free right to use the Data for the activities and purposes set forth in this Agreement and in the Privacy Policy, including without limitation the right to monitor, store, retrieve, transmit, process, modify, otherwise prepare derivative works from, copy, distribute, disclose, sublicense and display it in any and all media now existing or that may exist in the future. Such license shall end when this Agreement terminates, except that Validas’ right to store, retrieve, copy, modify and otherwise create derivative works from Data to create Compiled Information as set forth in Section 9 shall not terminate and shall continue in perpetuity. Use contrary to the provisions of this Agreement by either party of any item or right licensed to it by the other party is outside the scope of the license and is strictly forbidden.

2.02. Data. You agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy the information accessed by or content included in the System or provided through Validas’ website ("Data") without Validas’ prior express written consent. You agree that you will not use any device, software or routine to bypass Validas’ protections on its Data and content, or to interfere or attempt to interfere with the proper working of the System. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on Validas’ infrastructure. You agree that you will not copy, reproduce, alter, modify, create derivative works, or publicly display any content or data from the System, including the Data, without the prior expressed written permission of Validas except and only to the extent that such activity is permitted by applicable law.

2.04. Modifications and Upgrades. Validas shall have the right in its sole discretion to substitute, replace, modify or upgrade the System or any part or aspect of it as Validas deems advisable; and, all substitutions, replacements, modifications and upgrades shall be incorporated in and subject to this Agreement and shall be the exclusive property of Validas hereunder. If Validas provides You with any substitutions, replacements, modifications and/or upgrades, You will be required to utilize such version. Validas will only be required to support the most recent and current version provided to You, and not any previous version.

2.05 Use of Site. Your use of the Site is at the sole discretion of Validas, who may deny you further use of the Site at any time, for any reason, with or without cause. You must comply with all agreements and policies applicable to this Site, including those listed in Section 3 of our Terms of Use Agreement.

3. MEMBER ID AND PASSWORD; IDENTITY VERIFICATION

As part of the member registration process, you will be asked to select a user name ("Member ID") and password. You must only provide accurate information when you register with the Site. Further, your account and user ID may not be transferred or sold to another party. YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR MEMBER ID (USERNAME) AND PASSWORD AND FOR ANY AND ALL ACTIVITIES THAT ARE CONDUCTED THROUGH YOUR ACCOUNT.

4. USER ELIGIBILITY

Our services are available only to individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, our services are not available to minors or users that have had their user account with Validas suspended. If you are registering as a business entity, you represent that you have the authority to bind the entity to this Agreement.

5. FEES

Please click here to review applicable fees for services made available on this Site. You are charged when the credit card transaction is processed. We subtract (1) one upload after the reports are generated utilizing the System. By providing us with your payment information, you authorize and instruct us to bill your credit card account for the amount of your initial subscription fee. Unless otherwise stated, all fees are quoted in U.S. Dollars. You are responsible for paying all fees associated with using our service and our Site and all applicable taxes. We may in our sole discretion change some or all of applicable fees at any time. We do not store any credit card information or Your billing address information following the processing of the payment immediately after the information is entered into our payment form.

6. REFUND POLICY

If you purchased a report and are not 100% satisfied, you qualify for a refund if: > You have not, nor has any member of your household, received a refund from Validas within the last 12 months. > Your refund is requested within 90 days of purchase. > A refund will not be provided if you have used the Validas Report or service for commercial purposes or otherwise violated the terms of use.

7. SECURITY

You shall take reasonable steps to maintain the security of communications between You and the System. For example, Validas shall assign an initial password and user name to You. Each password and user name shall be unique to each customer and shall be non-transferable. You shall log into the System using only their assigned username and associated password. Validas shall be entitled to assume, unless notified by You otherwise, that a user presenting a username and associated password is, in fact, You shall be responsible for any charges, damages or losses incurred or suffered as a result of its failure to maintain the confidentiality of any password. You shall notify Validas immediately if You become aware of any unauthorized use of any username or password. Validas shall have the right at any time to change, modify or amend the Your password or user name.

8. CONFIDENTIALITY

Due to the nature of this Agreement, You may receive or have access to information from Validas of a confidential and proprietary nature that may include without limitation, software, computer programs, formats and technology for organizing and presenting data, communication formats and technology, design concepts, methods, processes and ideas, and the structure, sequence, and organization, designs, data models, tables and set-ups, and interfaces, embodied or expressed therein, and information used by Validas for the operation of its business. Except as directed by Validas, You shall hold the confidential and proprietary information of Validas in confidence and not use it or disclose it or allow it to be used or disclosed, directly or indirectly, to any person or entity, except as may be reasonably necessary for purposes of this Agreement and then only if the recipient has agreed in writing to maintain the confidentiality of the information. In keeping information confidential pursuant to this Agreement, You shall be obligated to act in a manner no less protective than the care You use to protect its own similar confidential and proprietary information, except that in no event shall such care be less than reasonable.

The obligations in this Agreement as to confidential and proprietary information shall not apply to information which (i) is or becomes generally available to and known by the public (other than as a result of an un-permitted disclosure directly or indirectly by You or its affiliates, advisors or representatives); or (ii) is or becomes available to You on a non-confidential basis from a source other than Validas or its affiliates, advisors or representatives, provided that such source is not and was not bound by a confidentiality agreement with or other obligation of secrecy to Validas or any affiliate of which You have knowledge at the time of such disclosure.

9. OWNERSHIP

The System and all related Intellectual Property shall be and remain the exclusive property of Validas. All derivative works prepared from the System or any part of it shall be and remain the exclusive property of Validas. For purposes of this Agreement, "Intellectual Property" means any and all intellectual property associated with the System and all related designs, formulas, procedures, methods, apparatus, ideas, creations, improvements, works of authorship, materials, processes, inventions, techniques, data, know-how, show-how, algorithms, programs, subroutines, tools, trademarks, patents and patentable materials, copyrights and copyrightable materials, and trade secrets. Validas shall have the right at its option to provide a proprietary legend and/or mark on the System; said legend or mark may at Validas’ option be included at the beginning and/or end of each page, screen or set of data or, at Validas’ option, in digital form within a field associated with one or more items; You shall not obscure such legend or mark. You may copy such items only on condition that the legend and mark, if any, is reproduced intact with each item.

You agree that Validas may store, retrieve and copy information it receives from You, including Your Data, including without limitation, data constituting Your utilization data, outcomes data and other data reflecting Your experience, condition and activities. You further agree that Validas may further modify and incorporate copies of such information in form into aggregations or compilations of technical and business information (the "Compiled Information"). All data incorporated by Validas into Compiled Information shall belong exclusively to Validas and Validas shall have the right to use it as it sees fit for any lawful purpose (including without limitation, the perpetual, irrevocable, worldwide, exclusive, transferable, and royalty free right to monitor, store, retrieve, transmit, process, modify, otherwise prepare derivative works from, copy, distribute, disclose and or display them), provided that in each case of distribution, display or disclosure to any third party. Validas does not, however, share or sell your personal information as further provided in our Privacy Policy.

10. RELEASE; INDEMNIFICATION

Because we solely act as an informational resource, if you have a dispute with one or more cell phone carriers, you release Validas (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute. YOU AGREE TO DEFEND, INDEMNIFY AND HOLD COMPLETELY HARMLESS VALIDAS AND IT’S AFFILIATES FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, COSTS, AND EXPENSES, INCLUDING WITHOUT LIMITATION CLAIMS BASED UPON THE NEGLIGENCE OF VALIDAS, ARISING FROM OR RELATED TO YOUR USE OF THE SITE, THE MATERIALS IT CONTAINS, AND ANY SITES LINKED TO THIS SITE.

11. GENERAL DISCLAIMER OF WARRANTIES; LIMITATIONS OF LIABILITY

12. LIMITATIONS AND EXCLUSIONS OF LIABILITY

VALIDAS HAS PRICED ITS SERVICES UPON THE UNDERSTANDING, AND YOU HEREBY ACKNOWLEDGE THE UNDERSTANDING AND AGREE THAT VALIDAS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF VALIDAS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). IF YOU ARE DISSATISFIED WITH THE SITE, OR ANY OF THE INFORMATION CONTAINED THEREON, OR REFUSE TO ABIDE BY THIS AGREEMENT, YOU’RE SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE YOUR USE. YOUR SOLE REMEDY IN THE EVENT OF A BREACH OF THIS AGREEMENT SHALL BE TO TERMINATE THIS AGREEMENT AND OBTAIN A REFUND OF A PRO-RATA PORTION OF ANY PREPAID FEES BASED ON THE DATE OF TERMINATION. NOTWITHSTANDING THE FOREGOING, VALIDAS’ LIABILITY TO YOU SHALL IN NO CASE EXCEED $20 YOU FURTHER AGREE NOT TO JOIN IN ANY LAWSUIT WITH ANOTHER PERSON OR SERVE AS A CLASS REPRESENTATIVE OF ANY CLASS ACTION LAWSUIT AGAINST VALIDAS ARISING OUT OF THE USE OF THE SITE.

13. FORCE MAJEURE

No failure, delay or default in performance of any obligation under this Agreement shall constitute an event of default or a breach of representation or warranty under this Agreement if and to the extent it is caused by a strike; fire; shortage of materials; legal act of a public authority; unavoidable casualty; civil disorder; riot; insurrection; vandalism; war; act of terrorism; inclement weather; failure of the Internet; failure or error of any Internet access provider; failure or impairment of any lines of transmission belonging to any third party; failure or impairment of any third party server, router, other equipment or software through which Internet transmissions occur; or, other extraordinary cause if such cause or condition is beyond the reasonable control and without the negligence of the party otherwise chargeable, for so long as such cause or condition continues and for a reasonable period of time thereafter. Notwithstanding the foregoing, such cause or condition shall not include a party’s lack of funds, lack of credit, or other financial inability to perform. If a party intends to rely on the foregoing force majeure protection, it shall timely notify the other in order to permit the other in its sole discretion to suspend or curtail its own performance under the Agreement for such time as the failure, delay or default continues.

14. MODIFICATION

Validas may update, revise, supplement, modify or amend this Agreement at any time. Any updates, revisions, supplements, modifications or amendments shall be effective immediately upon posting on the Site. You agree that you will be bound by this Agreement, however and whenever it is updated, revised, supplemented, modified, or amended, whether you have actual or constructive notice of, and whether you have used or continue to use the Site after, the updates, revisions, supplements, modifications or amendments.

15. ENTIRE AGREEMENT, ASSIGNABILITY, CONSTRUCTION

This User Subscription Agreement and the Terms of Use constitute the entire agreement between you and Validas with respect to your use of the Site and our Services. In the case of a conflict between the terms of this User Subscription Agreement and the Terms of Use, this Agreement shall control. There are no other representations, warranties, terms, agreements or conditions, either written or oral, with respect to your use of the Site except as set forth in these Agreement. You agree that this Agreement and all incorporated agreements may be automatically assigned by Validas, in our sole discretion, to a third party in the event of a merger or acquisition. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.

16. SEVERABILITY

If any provision of this Agreement is deemed unlawful, void, voidable or unenforceable for any reason by any court or other tribunal of competent jurisdiction, then such provision(s) shall be reformed without further action by the parties to the extent necessary to make such provision(s) valid and enforceable when applied to such facts or circumstances, with the objective of achieving as nearly as legally possible the same effect.

17. GOVERNING LAW AND VENUE

The Site (excluding linked sites, if any) is controlled by Validas from its offices within the State of Texas, United States of America. The Site can be accessed from all 50 states, as well as from other countries around the world. As each of these jurisdictions has laws and regulations that may differ from those of Texas, by accessing this Web site both you and Validas agree that the statutes and laws of the State of Texas, without regard to conflicts of laws principles thereof, will apply to all matters relating to use of this Site (whether grounded in tort, contract, law or equity), however, any disputes that arise from the actual sale of vehicles where Validas is not a party to the dispute, shall be governed by the law applicable to such sale between the buyer and seller. In the case of a dispute, any lawsuit or other legal proceeding between you and Validas shall be brought only in the civil district courts of Travis County, Texas or the United States District Court for the Western District of Texas, Austin Division. You hereby irrevocably and unconditionally consent to the jurisdiction of any such courts and hereby irrevocably and unconditionally waive any defense of an inconvenient forum to the maintenance of any action or proceeding in any such court, any objection to venue with respect to any such action or proceeding, and any right of jurisdiction on account of the place of residence or domicile of any party thereto.

18. TERM

This Agreement shall remain in full force and effect from the time you register ("Effective Date"). This Agreement shall continue until either party delivers notice to the other party. Please click here to review our fee schedule for more information.

19. RENEWAL POLICY

To ensure you enjoy uninterrupted use of the Service, we will send you notice of expiration of your subscription prior to the expiration of the then current term. At that time you will be directed to the page where you can purchase your renewal subscription and provide us with your current billing information. At some point in the future, we may enable auto-rebilling to make your subscription easier to maintain. If we do so, we will provide notice of this change.

20. TERMINATION BY VALIDAS

In addition to termination due to expiration, Validas can terminate this Agreement at any time without written notice and as otherwise provided herein. Additionally, Validas may terminate your right to use this Site, with or without cause at any time in its sole discretion, including, without limitation, your violation of this Agreement, failure to provide accurate registration data, and lack of use. In the event of termination, all representations, warranties, indemnifications, and promises made by you shall survive. If Validas terminates your subscription because you have breached this or any other applicable agreement, you will not be entitled to any refund of unused subscription fees.

21. EFFECT OF TERMINATION

22. CONTACT INFORMATION