FastTrak® Mobile Shop Manager
RENTAL AGREEMENT

CUSTOMER AUTHORITY

CUSTOMER has the right to enter into this AGREEMENT and the performance of its obligations.

ARTICLE 1. DEFINITIONS

For purposes of this AGREEMENT, the following terms shall have the meanings specified below.

1.1 "Software" shall mean all current and future versions during the term of this AGREEMENT of FastTrak® Mobile Shop Manager Software described in this AGREEMENT including all upgrades of the Software and all software user documentation.

1.2 "New Release" of FastTrak® Mobile Shop Manager Software means each error correction, improvement, update, upgrade, new version, new release, or other modification or addition to the Software.

1.3"Intellectual Property Rights" shall mean patent rights, copyrights rights, trademarks or service marks rights, trade secret rights, and any other intellectual property rights recognized by the law of each applicable jurisdiction.

1.4 "Documentation" means the user guides and manuals for installation and use of FastTrak® Mobile Shop Manager Documentation is provided online.

1.5 "Program Support" or “Support” means program support for FastTrak® Mobile Shop Manager as provided under Rosaria’s’ policies in effect during the term of this AGREEMENT.

1.6 CUSTOMER is the person/corporation/entity accepting the terms and conditions of this agreement.

ARTICLE 2. TERMINATION OF AGREEMENT

Termination upon Notice

Section 2.01 As provisioned in this section of this AGREEMENT, either party hereto may terminate this AGREEMENT at any time after the first 30-day trial period has ended.

Termination on Occurrence of Stated Events

Section 2.02 This AGREEMENT shall terminate automatically and all licensing and support for the FastTrak® Mobile Shop Manager revoked on the occurrence of any of the following events:

Assignment of this AGREEMENT by CUSTOMER without the written consent of RISORIA

Termination by RISORIA for Default of CUSTOMER

Section 2.03 Should CUSTOMER default in the performance of this AGREEMENT or materially breach any of its provisions, RISORIA, at RISORIA’s option, may immediately terminate this AGREEMENT by giving written notification to CUSTOMER and by causing the FastTrak® Mobile Shop Manager Software to expire. For the purposes of this section, material breach of this AGREEMENT shall include but not be limited to the following:

Failure to pay monthly rental payment on time without written notice to RISORIA of a dispute or the reason payment will not be paid when due. All payments are due on the First day of each month.

Section 2.04 This AGREEMENT will become effective on the day the terms and conditions are accepted on the FastTrakAuto.com Website and will continue in effect until terminated pursuant to the terms and conditions of this AGREEMENT.

ARTICLE 3. GENERAL PROVISIONS

Notices

RISORIA LIMITED, INC.
5412 Bolsa Ave. Suite C
Huntington Beach, CA 92649
United States of America
(Phone) 714-373-0500
(Fax) 714-373-0564
(E-mail) jwible@risoria.com

Entire AGREEMENT of the Parties

Section 3.02 This AGREEMENT supersedes any and all AGREEMENTS, either oral or written, between the parties hereto with respect to the rendering of services by RISORIA for CUSTOMER and contains all of the covenants and Agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this AGREEMENT acknowledges that no representations, inducements, promises, or Agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other Agreements, statement, or promise not contained in this AGREEMENT shall be valid or binding. Any modification of this AGREEMENT will be effective only if it is in writing signed by the party to be charged.

Partial Invalidity

Section 3.03 If any provision in this AGREEMENT is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.

Arbitration
Section 3.04 Any controversy or claim arising out of or relating to this agreement or the breach thereof will be settled by arbitration in accordance with the applicable rules of the American Arbitration Association, with all applicable fees related to the filing of said action shall be advanced by the complaining party subject to reimbursement by award to the prevailing party. Any judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

Attorney’s Fees
Section 3.05 If any action at law or equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this AGREEMENT, the prevailing party will be entitled to reasonable attorney’s fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled.

Limitations of Liability

Section 3.06.1 RISORIA and its affiliates and subcontractors (including the directors officers, employees, agents, representatives, and suppliers, of all of them) shall have no liability except to terminate this AGREEMENT for (1) damages real or tangible personal property or for bodily injury or death to any person for which Risoria’s sole neglect was the proximate cause, (2) For Claims other than set forth above Risoria's Liability shall be limited to proven direct damages in an amount not to exceed the purchase price of the product even if said price is zero dollars.

Section 3.06.2 RISORIA shall not be liable for the following types of damages:
(1) Indirect or Incidental damages, (2) Special or consequential damages including but not limited to: Lost profits, savings or revenues of any kind, lost corrupted misdirected or misappropriated, data or messages, and charges. RISORIA shall not be liable for the types of damages enumerated above whether or not RISORIA has been advised of the possibility of such damages. (3) This paragraph shall survive the failure of any exclusive remedy.

Section 3.06.3 RISORIA shall not be responsible for THIRD PARTY PRODUCTS. (1) The decision to acquire or use hardware, software, (in any form) networks, supplies, facilities or services are the responsibility of CUSTOMER even if RISORIA helps identify, evaluate, or select them. Any claim that CUSTOMER has in connection with the Third Party Products and remedies for such claims will be against the suppliers of such Third Party Products.

Section 3.06.4 CUSTOMER shall indemnify and hold RISORIA harmless against any and all liability imposed or claimed, including attorney’s fees and other legal expenses, arising directly or indirectly from any act or failure of CUSTOMER or CUSTOMER ’s employees or agents including all claims relating to injury or death of any person or damage to any property.

Section 3.06.5 RISORIA shall indemnify and hold CUSTOMER harmless against any and all liability imposed or claimed, including attorney’s fees and other legal expenses, arising directly or indirectly from any act or failure of RISORIA or RISORIA’s, employees or agents including all claims relating to injury or death of any person or damage to any property.

Section 3.06.6 Any Warranties specified in this AGREEMENT ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, AND INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Section 3.06.7 RISORIA does not warrant that FastTrak® Mobile Shop Manager will operate in combinations with other software applications other than as specified or supplied as FastTrak® Mobile Shop Manager interfaces and that such interfaces only as the distinctly specified versions as in the FastTrak® Mobile Shop Manager documentation or that the operation FastTrak® Mobile Shop Manager will be uninterrupted or error free. General releases of FastTrak® Mobile Shop Manager products with interfaces and training products are available "as is”.

Force Majeure
Section 3.07 RISORIA shall have no liability for delays, failure or damages due to acts of God, fire, explosion, power failures, pest damages, lighting or power surges, strikes or labor disputes, water, the elements, war, civil disturbances, acts of civil or military authorities or public enemy or terrorist, performance or availability of communications services or network facilities, unauthorized use of FastTrak® Mobile Shop Manager software or other causes beyond Risoria’s control whether or not similar to the foregoing.

Copyright and Software Licenses

Section 3.08 RISORIA has title and sole ownership of all the original copyrighted and non-copyrighted FastTrak® Mobile Shop Manager software installed at any CUSTOMER facility furnished under this AGREEMENT. Risoria will retain ownership and title of FastTrak® Mobile Shop Manager Software, and no ownership of the FastTrak® Mobile Shop Manager Software is transferred to CUSTOMER by this AGREEMENT. Risoria shall retain ownership of any modifications, upgrades, or other derivative works prepared by Risoria except as otherwise expressly provided BY LICENSE in this AGREEMENT, under no circumstances shall CUSTOMER as a result of this AGREEMENT, obtain any ownership interest in or other rights to any technology, trade secrets, know-how, trademarks, pending patent and trademark or copyright applications, products, or other matters of Risoria including items owned, controlled or developed by Risoria, or transferred by Risoria, at any time pursuant to this AGREEMENT.

Section 3.08.1 RISORIA grants CUSTOMER a personal non-transferable and non-exclusive right to a "use" LICENSE, in object code form, for all FastTrak® Mobile Shop Manager Software and related documents furnished under this AGREEMENT. CUSTOMER will refrain from taking any steps, shall prevent any third party from taking any steps and shall not allow access to a third party that may take any steps, such as reverse assembly or reverse compilation, to derive a source code equivalent of FastTrak® Mobile Shop Manager Software and/or its Database’s coded statements to develop other software. CUSTOMER will not enable or attempt to permit any third party to enable software features or capacity which RISORIA licenses as separate products without Risoria’s prior written consent. CUSTOMER will ensure that employees and users of all software licensed under this AGREEMENT comply with these terms and conditions. Use of all licensed software under this AGREEMENT on any other equipment than that for which it was obtained, removal of software from the United States, or any other breach of the software license shall immediately and automatically terminate this license resulting in the expiration of its availability.

Section 3.08.2 If the terms of this AGREEMENT differ from the terms of any license AGREEMENT packaged with Risoria’s software but not part of Risoria’s software, the terms of the license AGREEMENT in the packaged software shall govern.

Section 3.08.3 If the equipment currently installed or purchased in support of the AGREEMENT is sold to another party, RISORIA requires that the new owner or assignee execute a new software license and pay the then current software license fee, if any. Upon written request and payment, RISORIA will grant the new owner or assignee of the equipment the right to use FastTrak® Mobile Shop Manager Software according to the terms and conditions associated with the current software license. If the new owner or assignee of the equipment refuses to execute a new software license AGREEMENT or pay the applicable license fee, or if the equipment is no longer to be used by you, you shall return the software together with any copies.

Section 3.08.4 RISORIA reserves the right to conduct a license audit on CUSTOMER’s premises during general accepted normal business hours of operation to confirm that the software is being used in accordance with this AGREEMENT.

Data Base Information, Access, and Privacy

Section 3.9 RISORIA will access the FastTrak® Mobile Shop Manager CUSTOMER database information for support purposes only during the term of this AGREEMENT. Except as otherwise expressly provided BY LICENSE in this AGREEMENT, under no circumstances shall RISORIA as a result of this AGREEMENT, obtain any ownership interest in or other rights to CUSTOMER information stored in RISORIA’s FastTrak® Mobile Shop Manager Carta Senza Data Base or Data Base software. RISORIA will not remove or copy the FastTrak® Mobile Shop Manager CUSTOMER database information without CUSTOMER’s expressed permission.

Section 3.9.1 RISORIA is committed to upholding the confidentiality and security of your personal information and your customers’ personal information. We respect your right to privacy and your obligation to your customer’s privacy; therefore, we have instituted practices that will help ensure that your personal information and your customers’ personal information is handled responsibly. RISORIA will take reasonable technical and organizational precautions to prevent the loss, misuse, or alteration of your personal information and your customers’ personal information. RISORIA will not store or use your data stored in RISORIA’s FastTrak® Mobile Shop Manager Carta Senza Data Base or Data Base software without your expressed written permission. Where RISORIA discloses your data stored in RISORIA’s FastTrak® Mobile Shop Manager Carta Senza Data Base or Data Base software on its secure servers to its employees, agents or sub-contractors, the employees, agents or sub-contractors in question will be obligated to use all personal information in accordance with the terms of this AGREEMENT and in compliance with RISORIA’s privacy statement. Risoria is not responsible for Backups of CUSTOMERS FastTrak® Mobile Shop Manager Database. Backups are the responsibility of CUSTOMER.

Headings

Section 3.10 The descriptive headings of the several articles and paragraphs contained in this AGREEMENT are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

Further Assurances

Section 3.11 The parties agree to execute such other documents and to take such other actions as may reasonably be necessary to further the purpose of this AGREEMENT, including without limitation the complete and full dismissal with prejudice of all litigation between the parties, with the parties bearing their own costs and attorney’s fees.

Governing Law
Section 3.12 This AGREEMENT will be governed by and construed in accordance with the laws of the State of California.

Accepted by,
CUSTOMER BY SELECTING THE CHECK BOX ON THE FASTTRAKAUTO.COM WEBSITE IS ACCEPTING THIS AGREEMENT WITH ALL ITS TERMS AND CONDITIONS AS STATED ABOVE. THE DATE OF ACCEPTANCE WILL BE RECORDED ON THE WEB PAGE AND ENTERED INTO THE CUSTOMER‘S RECORDS.