SYSTEM LICENSE
The System is protected by copyright, trademark and other intellectual property laws and may not be copied or redistributed without the prior written permission of Licensor. All title and intellectual property rights in and to the System are owned by Licensor.

I. GRANT OF LICENSE. This Agreement grants you the following rights:

A. Except as otherwise expressly provided in this Agreement, you may only use, access, run, or otherwise interact with one copy of the System per automobile. The System must be used in accordance with your applicable State and/or Federal laws. Most State laws require that a monitor in a vehicle not be visible to the driver while he/she operates and/or drives the vehicle. Licensee must check his/her applicable State laws. By purchasing, installing, accessing or otherwise using the System, you agree to strictly comply with the applicable laws of your State with respect to in vehicle monitors.

B. Licensee may not reverse engineer, decompile or disassemble the System. The System is licensed as a single product. Its component parts may not be separated for use on more than one vehicle. You may not transfer or lease this product.

C. Installation of the System must be done by a licensed professional.

II. WARRANTY.
EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.

III. MAINTENANCE.
Licensor agrees to make available to Licensee all standard up-dates, enhancements, and/or improvements in the System for a period of one year. Licensee acknowledges that Licensee shall be required to pay for labor with respect to such up-date, enhancement and/or improvement. Licensee's refusal to accept such standard up-dates, enhancements and/or improvements shall, at Licensor's sole option, void any warranties. Any unapproved change, modification or alteration in the source code or object code by Licensee shall, at the sole option of Licensor terminate this Agreement.

IV. LIMITATION OF LIABILITY.
THE MAXIMUM LIABILITY OF LICENSOR UNDER THIS AGREEMENT SHALL BE LIMITED TO THE PURCHASE PRICE OF THE SYSTEM. IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE FOR LOSS OF PROFIT OR OTHER ECONOMIC LOSS, OR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO ARISING OUT OF ANY BREACH OF THIS AGREEMENT OR ANY OBLIGATIONS UNDER THIS AGREEMENT OR THE LICENSE GRANTED OR FOR ANY CLAIMS THAT INJURY TO PROPERTY OR PERSON OCCURRED FROM USE OR MISSUSE OF THE SYSTEM OR FOR ANY CLAIM MADE AGAINST LICENSEE BY ANY OTHER PARTY, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM.

V. INDEMNITY.
LICENSEE SHALL INDEMNIFY AND, DEFEND AND HOLD HARMLESS LICENSOR, ITS MEMBERS, MANAGERS, OFFICERS AND DIRECTORS, AFFILIATED ENTITIES, AGENTS AND EMPLOYEES AGAINST ALL DAMAGES, CLAIMS, LIABILITIES, LOSSES AND OTHER EXPENSES, INCLUDING REASONABLE ATTORNEY'S FEES AND COSTS, THAT IN ANY WAY ARRISE OUT OF OR RELATE TO THE NEGLIGENT OR WILLFUL ACTS OR OMMISSIONS OF LICENSEE WITH RESPECT TO THE SYSTEM AND/OR THE OPERATION OF A VEHICLE WHICH CONTAINS THE SYSTEM.

VI. MISCELLANEOUS.
This Agreement shall be governed by the laws of the State of New York without reference to the principles of conflicts of law. Each party hereby irrevocably submits to the jurisdiction of the courts of the State of New York, sitting in New York County, and the courts of the United States for the Southern District of New York. Each party irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court, any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum and the right to object, with respect to any such suit, action or proceeding brought in any such court, that such court does not have jurisdiction over such party. In any such suit, action or proceeding, each party waives, to the fullest extent it may effectively do so, personal service of any summons, complaint or other process and agrees that the service thereof may be made by certified or registered mail to its business address.

Licensee may not assign any of its rights under this Agreement without the prior consent of the Licensor. Licensor may assign its rights and obligations under this Agreement, at its sole discretion, without the consent of Licensee. This Agreement may be amended, supplemented, or otherwise modified only by means of a written instrument signed by both parties. Any waiver of any rights or failure to act in a specific instance shall relate only to such instance and shall not be construed as an agreement to waive any rights or fail to act in any other instance, whether or not similar.

If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the terms and provisions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term or provision.