Last Revised: 06/02/06

The following terms and conditions govern your use of this site owned and operated by GreenRoad Ltd. ("GreenRoad"). By entering this site (the “site”), downloading any materials from it or using any services provided by or through it you agree that you have read and understood these terms and conditions and you agree to be bound by them, and to comply with all applicable laws and regulations regarding the use of this site. If you do not agree to these terms and conditions, please do not use this site.

Certain portions of this site may be accessible by authorized users only (“Restricted Areas”) who have been granted a password by GreenRoad to gain access to this site (an “Authorized Password”). If you are in possession of an Authorized Password (an “Authorized User”) you are granted a nonexclusive, nontransferable, limited license to access the Restricted Areas of the site for the following purposes: (a) to receive online reports and any other services to be provided by GreenRoad to you under any applicable agreement for the provision of Services (a “Services Agreement”), made available to you in the Restricted Areas of this site (the “Services”) and (b) to access certain restricted materials, including product descriptions, contact information, links, other specialized content, reports, documentation, data, related graphics, and other features and services (“Restricted Materials”) made available to you from time to time. Please be aware that access to the Restricted Areas is strictly prohibited if you have not been granted an Authorized Password by GreenRoad.

Site access may not be available at all times or in all areas. GreenRoad may permit you to enter this site and/or deny entry to you, at any time and in its sole discretion. GreenRoad reserves the right to, at any time: (a) modify or discontinue, temporarily or permanently, this site (or any part thereof) without notice; (b) charge fees for the use of this site, in addition to any fees charged by GreenRoad pursuant to any other agreement you have executed or will execute with GreenRoad, if applicable; (c) modify and/or waive any fees charged in connection with this site; and/or (d) restrict access to all or portions of this site to Authorized Users only. All new features made available through this site that were not made available as of the "Last Revised" date above, shall automatically become subject to these terms and conditions. You agree that GreenRoad shall not be liable to you or to any third party for any modification, suspension, or discontinuance of: (a) this site; (b) the Services; or (c) the materials presented on this site (including product descriptions, contact information, links, other specialized content, documentation, data, related graphics, and other features, as well as the Restricted Materials, as applicable) (collectively, the “Materials”) offered herein. Your continued use of this site after ANY such changes will indicate your acceptance of such changes.

RESTRICTIONS ON USE

GreenRoad provides users of this site with access to certain content concerning GreenRoad and its products (“Products”), Services, and Materials. The Products, Services, and Materials are protected by copyright laws, international copyright treaties and other intellectual property laws and treaties. GreenRoad and its licensors retain all title to copyright in the Products, Services, and Materials, and nothing on this site shall be construed as conferring any license under any intellectual property rights, whether by estoppel, implication or otherwise to such Products, Services, or Materials. Except as stated in these terms and conditions, you may not reproduce, edit, modify, display, distribute or make any other use of the Products, Services, or Materials in any form or by any means without GreenRoad' prior written consent.

GreenRoad grants you permission (a) with respect to the Materials in the non Restricted Areas, to download the Materials posted on this site solely for informational use, provided that you do not modify such Materials and provided further that you retain all copyright and proprietary notices as they appear in such Materials; and (b) with respect to the Restricted Materials in the Restricted Areas, to download the Restricted Materials posted in the Restricted Areas solely for the purposes specified in the Services Agreement; however, GreenRoad does not grant you permission to reproduce or distribute to any third party, other than other Authorized Users in your employ, the Restricted Materials presented in the Restricted Areas, or any right therein.

RULES OF CONDUCT

Should you submit material to any of our servers, for example, by email or via GreenRoad’ World Wide Web pages, you agree that: (a) the material will not contain any item that is unlawful or otherwise unfit for publication; (b) you will use reasonable efforts to scan and remove any viruses or other contaminating or destructive features before submitting any material; and (c) you agree not to take action against GreenRoad in relation to material that you submit and you agree to indemnify us if any third party takes action against us in relation to the material you submit.

GreenRoad expects users of this site to respect the rights and dignity of others. Your use thereof is conditioned on the fact that you will not: (i) transfer, disclose, or make available your Authorized Password, if applicable, to any third party; (ii) transmit or otherwise make available in connection with this site anything that is or may be threatening, harassing, degrading, hateful, or intimidating, defamatory, fraudulent or tortuous, obscene, indecent, pornographic, or otherwise objectionable, or protected by copyright, trademark, trade secret, right of publicity, or other proprietary right, without the express permission of the owner of such right; (iii) intercept or attempt to intercept electronic mail not intended for you; (iv) use this site for any fraudulent or unlawful purpose; or transmit or otherwise make available in connection with this site any material that would give rise to criminal or civil liability, that encourages conduct that constitutes a criminal offense, or that encourages or provides instructional information about illegal or potentially illegal activities; (v) transmit or otherwise make available any material, non-public information about a company without the proper authorization to do so, including, but not limited to any and all information presented on this site relating to the Products, Materials, or Services; (vi) interfere with or violate any other site visitor's or user's right to privacy or other rights, or harvest or collect personally identifiable information about visitors or users of this site without their express consent; (vii) defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others; (viii) impersonate any person or entity, including, but not limited to, any GreenRoad agent or representative, falsely state or otherwise misrepresent your affiliation with any person or entity, or express or imply that we endorse any statement you make, without GreenRoad’ prior written consent; (ix) transmit or otherwise make available in connection with this site any virus, worm, Trojan Horse, easter egg, time bomb, web bug, cancelbot, "spyware" or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (x) interfere with or disrupt the operation of this site, or the servers or networks that host this site or make this site available, or disobey any requirements, procedures, policies, or regulations of such servers or networks; (xi) restrict or inhibit any other GreenRoad-authorized person from using this site, including by means of hacking or defacing any portion of this site; (xii) transmit or otherwise make available in connection with this site any unsolicited or unauthorized advertising, promotional materials, "junk mail", "spam", "chain letters", "pyramid schemes", investment opportunities or any other form of solicitation; (xiii) sell, license, or exploit for any commercial purposes any use of or access to the Materials, Services, or this site; (xiv) modify, adapt, translate, reverse engineer, decompile or disassemble any portion of the Materials or this site; (xv) frame or mirror any part of this site without GreenRoad' prior express written authorization; (xvi) use any robot, spider, site search or retrieval application, or other manual or automatic device or process to retrieve, index, data-mine; (xvii) download a file or software or include in a message any software, files or links that you know, or have reason to believe, cannot be distributed legally over this site or that you have a contractual obligation to keep confidential (notwithstanding its availability on this site); or (xviii) create a database by systematically downloading and storing all or any of the Materials or Services from this site.

Any content and/or opinions uploaded, expressed or submitted to this site (including Restricted Areas), and all articles and responses to questions, other than the content provided by GreenRoad, are solely the opinions and responsibility of the person or entity submitting them and do not necessarily reflect the opinions of GreenRoad. You understand and acknowledge that you are responsible for whatever content you submit, and you, not GreenRoad, have full responsibility for such content, including its legality, reliability and appropriateness. By uploading or otherwise transmitting material to any area of this site, you warrant that the material is your own or is in the public domain or otherwise free of proprietary or other restrictions and that you have the right to post it to this site.

GreenRoad reserves the right, but does not assume any responsibility to remove any material posted on this site which GreenRoad, in its sole discretion, deems inconsistent with the foregoing commitments, including any material GreenRoad has been notified, or has reason to believe, constitutes a copyright infringement. However, GreenRoad can neither review all material before it is posted on this site nor ensure prompt removal of objectionable material after it has been posted. Accordingly, GreenRoad assumes no liability for any action or inaction regarding transmissions, communications or content provided by third parties. GreenRoad reserves the right to take any action it deems necessary to protect the personal safety of users of this site; however, GreenRoad has no liability or responsibility to anyone for performance or nonperformance of the activities described in this paragraph.

Your failure to comply with the provisions set forth herein may result in the termination of your access to this site and may expose you to civil and/or criminal liability.

WARRANTIES AND DISCLAIMERS

The contents of these World Wide Web pages are provided on an "as is" or "as available" basis. GreenRoad does not warrant that its World Wide Web pages will be uninterrupted or error-free and the Materials, Services and information presented on this site may contain technical inaccuracies, typographical errors or other mistakes. GreenRoad reserves the right to revise or make other changes to said pages at any time. NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IS MADE IN RELATION TO THE AVAILABILITY, ACCURACY, RELIABILITY OR CONTENT OF THESE PAGES. GreenRoad does not warrant or guarantee any advice granted to a customer through the site and assumes no liability, with respect to such information or advice or its accuracy. You acknowledge and understand that the information and Materials presented on this site should be used for general informational purposes only and not for operational planning or other purposes. Also, GreenRoad cannot assume any responsibility for updating or correcting any such information or advice once it has been given, nor does the provision of information or advice create, expand or alter any warranty with respect to the sale or licensing of Products.

GreenRoad does not want you to, and you should not, send any confidential or proprietary information to GreenRoad via this site. Any submission by you becomes the property of GreenRoad and you grant GreenRoad the authority and right to use that information. By sending GreenRoad materials or information, you grant GreenRoad an unrestricted, irrevocable license to use, reproduce, display, perform, modify, transmit and distribute such material or information and you further agree that GreenRoad is free to use any ideas, concepts, know-how or techniques that you provide for any purpose.

LIMITATION OF LIABILITY

THE USE OF THIS SITE IS AT YOUR OWN RISK. GreenRoad shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (a) any errors in or omissions from the Services or Materials available or not included in the site; (b) the unavailability or the interruption of the Services or Materials; (c) your use of the Services or Materials (regardless of whether you received any assistance from GreenRoad in using such Services or Materials); or (d) the content of the Services or Materials.

IN NO EVENT SHALL GREENROAD OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION RESULTING FROM USE OF THIS SITE OR ARISING OUT OF THE USE OF THE SERVICES OR MATERIALS AVAILABLE ON THIS SITE, REGARDLESS OF WHETHER GREENROAD OR AN AUTHORIZED GREENROAD REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WHERE LIABILITY IS MANDATORY IN WHICH EVENT LIABILITY FOR DAMAGES SHALL BE LIMITED TO THE FORESEEABLE DAMAGE NORMALLY COVERED BY A CONTRACT EXCEPT IN CASES OF WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, AND, IN ANY EVENT, SHALL NOT EXCEED THE AMOUNT OF YOUR ACTUAL DIRECT DAMAGES. YOUR RIGHT TO MONETARY DAMAGES IN THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST GREENROAD.

SPECIFIC NOTICE REGARDING LINKS TO THIRD PARTY SITES

Certain links provided herein permit you to leave this site and enter other, non-GreenRoad sites. These linked sites are not under GreenRoad' control. GreenRoad is not responsible for the contents of any linked site or any changes or updates to such sites. GreenRoad is providing these links to you only as a convenience. The inclusion of any link does not imply endorsement by GreenRoad of any linked site. GREENROAD' PUBLICATION OF INFORMATION REGARDING THIRD-PARTY PRODUCTS OR SERVICES DOES NOT CONSTITUTE AN ENDORSEMENT REGARDING THE SUITABILITY OF SUCH PRODUCTS OR SERVICES OR A WARRANTY, REPRESENTATION OR ENDORSEMENT OF SUCH PRODUCTS OR SERVICES, EITHER ALONE OR IN COMBINATION WITH ANY GREENROAD PRODUCT, MATERIAL, OR SERVICE.

INTELLECTUAL PROPERTY, TRADEMARKS, PATENTS

The Services, Materials, information and data contained in this site (the "Licensed Information") are proprietary to, and comprise valuable trade secrets of GreenRoad, which intends to keep this Licensed Information confidential and to preserve them as trade secrets. The Licensed Information may not be used, copied ot transmitted or stored. No title to this Licensed Information is to be transferred.

The trademarks, service marks and logos used and displayed on this site are registered and unregistered trademarks and service marks of GreenRoad and others. Except as provided herein, you are not granted, expressly or by implication, estoppel or otherwise, any license or right to use any GreenRoad trademarks, service marks or logos used or displayed on this site without the prior express written permission of GreenRoad. When used with GreenRoad’ permission, all trademarks must be identified as trademarks of GreenRoad using the appropriate symbol (e.g.,™ or ®) at the first occurrence in the text of any published printed or electronic communications, including advertising, promotions, packaging, technical documentation, sales and marketing collateral and product labels.

GreenRoad' technology, Services, Materials and Products may be protected by one or more United States, Israeli and/or international patents or patents pending.

CONFIDENTIAL INFORMATION

You agree to use the Confidential Information (defined below) presented on this site for internal purposes only and to treat and protect all of such Confidential Information as strictly confidential and secure and safeguard the Confidential Information against any unauthorized use, disclosure, transfer or publication with at lease the same degree of care you use for your own confidential information, but in any event no less than reasonable care. You shall refrain, without the express prior written consent of GreenRoad, from exploiting or making use of such Confidential Information, either directly or indirectly and from copying or duplicating such Confidential Information or from using such Confidential Information to compete or obtain any competitive advantage with respect to GreenRoad. You shall restrict access to and disclosure of GreenRoad’ Confidential Information to your employees and affiliates on a need-to know basis and shall take appropriate measures with all persons acting on your behalf to ensure that such persons are bound by a like covenant of confidentiality. In the event that you reveal any Confidential Information to a third party in breach of these terms and conditions and such third party makes use of the Confidential Information, you agree to indemnify GreenRoad for any such use of the Confidential Information of a third party for any reason.

For purposes of this agreement, the term “Confidential Information” shall include any and all information and know-how of a private, secret or confidential nature, in whatever form, that relates to the Products and Materials, business, financial condition, technology or other information or data of GreenRoad and its’ affiliates, customers, suppliers, or potential customers or suppliers, provided or disclosed to you, whether or not marked or otherwise designated as “confidential” or with any other legend indicating it proprietary nature. Confidential Information shall not include information that you can demonstrate by reasonable and tangible evidence that (a) was already known to you prior to its disclosure via this site; (b) has become part of the public knowledge, without a breach of these terms and conditions by you; or (c) has been received by you from another person or entity having no confidentiality obligation to GreenRoad.

REPRESENTATIONS AND WARRANTIES OF USER; INDEMNITY

You represent and warrant that you will comply with all applicable laws in connection with your use of this site. You agree to defend, indemnify and hold harmless GreenRoad and its directors, officers, shareholders, licensors, employees, agents, and representatives, from and against all claims, losses, costs, damages, liabilities, and expenses (including but not limited to attorneys fees) arising out of: (a) your activities in connection with this site; (b) any violation of these terms and conditions by you; or (c) any allegation that anything you transmit through or in connection with this site infringes or otherwise violates the copyright, trademark, trade secret, privacy, or other rights of any third party.

TERMINATION

You agree that GreenRoad, in its sole discretion, may terminate your use of this site or any part thereof, at any time and for any reason, including, without limitation, if GreenRoad believes that you have violated or acted inconsistently with the letter or spirit of these terms and conditions. You agree that any termination of your access to this site and/or the Services under any provision of these terms and conditions may be effected without prior notice. Upon termination of these terms and conditions, your right to use this site will immediately cease. GreenRoad shall not be liable to you or any third party for any termination of your access to this site or any part thereof.

GENERAL

These terms and conditions do not, and shall not be construed to create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto. Any claim relating to this site or use of this site will be governed by and interpreted in accordance with the laws of the State of Israel, without reference to its conflict-of-laws principles. Any dispute arising out of or related to your use of this site will be brought in, and you hereby consent to exclusive jurisdiction and venue in, the competent courts in Tel Aviv-Jaffa, Israel. You agree to waive all defenses of lack of personal jurisdiction and forum non-conveniens and agree that process may be served in a manner authorized by applicable law or court rule. If any provision of these terms and conditions is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provision. You may not assign, sublicense or otherwise transfer any or all of your rights or obligations under these terms and conditions without GreenRoad' prior express written consent. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. This, together with all policies referred to herein, are the entire terms and conditions between you and GreenRoad relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and GreenRoad with regard to use of this site. The foregoing notwithstanding, in the event that any of these terms and conditions contradict the terms of a Services Agreement that you have entered or will enter into with GreenRoad, said Services Agreement shall prevail with respect to said contradiction. Notices to you may be made via email or regular mail. This site may also provide notices of changes to these terms and conditions or other matters, by displaying such notices or by providing links to such notices. Without limitation, you agree that a printed version of these terms and conditions and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these terms and conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

CONTACT INFORMATION

All requests for further information should be directed to: