WEB SITE TERMS AND CONDITIONS OF USE

This Web Site Terms and Conditions ("Agreement") is made as of the Effective Date by and between ACR Systems, Inc., a Florida corporation with offices located at 8226 Phillips Highway, Suite 102, Jacksonville, Florida 32256, ("ACR") and you ("the User").

WITNESSETH

WHEREAS, ACR has developed and owns that certain ACR Web Site (as defined hereinafter) for use and access by User through the Internet; and

WHEREAS, User desires to access the ACR Web Site (as defined hereinafter) and use the ACR Web Site (as defined hereinafter) in accordance with the terms and provisions of this Agreement.

NOW, THEREFORE, in consideration of the mutual benefits of the covenants and restrictions herein contained, User and ACR hereby agree as follows:

ARTICLE I: RECITALS AND DEFINITIONS

Section 1.01 -- Recitals: The above recitals and identification of parties are true and correct.

Section 1.02 -- Definitions: The following definitions shall apply:

1. Access: The term "access" and variants thereof (including, without limitation, "accessing" and "accessible") shall mean to store data in, retrieve data from or otherwise approach or make use of (directly or indirectly) through electronic means or otherwise.
2. ACR Marks: The term "ACR Marks" shall mean trademarks, trade names, service marks or trade dresses of ACR, including ACR Systems™, ACR-2000™, ACR-5000™, The People Beyond the Barcode™ and SOAP™.
3. ACR System: The term "ACR System" shall mean computer systems and communication equipment used for hosting the ACR Web Site and providing User access to ACR Web Site, including ACR Technology used, stored or transmitted through the ACR System.
4. ACR Technology: The term "ACR Technology" shall mean any and all Technology developed by or for ACR.
5. ACR Web Site: The term "ACR Web Site" shall mean that certain ACR Web Site developed by or for ACR based in whole or in part on the Content and the Licensed Content and integrated with and implemented on the ACR System and accessible by User through the Internet, including information, data, communication and text transmitted through the ACR Web Site and used or stored on the ACR System.
6. Content: The term "Content" shall mean ACR Technology incorporated into the ACR Web Site and ACR Technology used, stored on or transmitted through the ACR System.
7. Effective Date: The term "Effective Date" shall mean the date the User accesses the ACR Web Site.
8. Internet: The term "Internet" shall mean that certain global network of computers commonly referred to as the Internet.
9. Licensed Content: The term "Licensed Content" shall mean third party information, data, communications, text, graphics, images, visuals, video, audio, computer software, coding, script and other materials incorporated in whole or part into the ACR Web Site.
10. Link: The term "Link" shall mean that certain text, icon or graphic (as determined in the discretion of ACR) in the ACR Web Site (visible or invisible) that upon selection or search, links or associates ACR Web Site to an off-screen or third party Web Site, document, text, image, sound or video.
11. Materials: The term "Materials" shall mean the ACR Web Site and the Content.
12. Policy Statement: The term "Policy Statement" shall mean that certain written statement of policies (in printed or electronic form) concerning access to the ACR Web Site as may be adopted by ACR and as modified by ACR from time-to-time.
13. Technology: The term "Technology" shall mean (i) evaluation, technical, scientific, engineering, marketing, financial and business reports, plans, studies, diagrams, or flow charts; (ii) all forms and types of scientific, technical, economic, business, or engineering information and data; and (iii) computer software, source code, object code, executable code, software libraries, improvements, documentation, databases, database designs, data dictionaries, data models, fields, records, scripts, texts, interpreters, interfaces, interface designs, trade dress, interface specifications, codes, classes, categories, screen displays, sound recordings, visual works, graphic images, audio, sound recordings, video, patterns, plans, compilations, program devices, formulas, designs, prototypes, methodologies, techniques, ideas, solutions, concepts, processes, procedures, programs, adaptations, derivative works, computers, hardware, networks, products, machines, compositions of matter and articles of manufacture, whether tangible or intangible, and whether stored, compiled, or memorialized (without limitation) physically, electronically, graphically, photographically, or in writing.
14. Web Site: The term "Web Site" shall mean that certain multimedia interactive product which is a compilation of data, information, computer software, graphics, audiovisual, components and coding formatted for use on the Internet and commonly referred to as a Web site.

ARTICLE II: SCOPE OF USE

Section 2.01 -- Access: ACR hereby grants User a non-exclusive and non-transferable license to access the ACR Web Site solely for viewing and browsing the information on the Web page screens in the ACR Web Site for personal and non-commercial use, subject to the terms and provisions of this Agreement. Except as permitted under this Agreement, User shall not access the ACR System.

Section 2.02 -- Policy Statement: User shall comply with the Policy Statement. ACR may modify the Policy Statement from time to time at the exclusive discretion of ACR.

ARTICLE III: INTELLECTUAL PROPERTY

Section 3.01 -- Ownership and Title: Title to the Materials (excluding Licensed Content), including ownership rights to patents, copyrights, trademarks and trade secrets in connection therewith shall be the exclusive property of ACR.

Section 3.02 – Unauthorized Use: User shall not copy or download the Materials without the prior written consent of ACR. User shall not modify, reverse engineer, reproduce, display, publicly perform or distribute, including (without limitation) by framing or similar means, the Materials or use the Materials for public or commercial purposes. User shall not use the Materials on any other Web site.

Section 3.03 -- Trademarks: ACR shall retain all rights, title and ownership interests in the ACR Marks. Excepting the ACR Marks, all other product and company names mentioned in the Materials may be the trademarks of their respective owners.

Section 3.04 -- No Contest: User acknowledges that the Materials are protected under laws, including (without limitation) United States of America and international copyright laws and treaties. User shall not contest or aid in contesting the ownership or validity of the copyrights, trademarks, service marks and trade secrets (as applicable) of ACR in connection with the Materials.

Section 3.05 – User Submissions: Any information posted or submitted by User on the ACR Web Site shall be deemed non-confidential.

ARTICLE IV: WARRANTY AND INDEMNIFICATION

Section 4.01 -- Express Warranties: User hereby acknowledges and agrees that ACR (including officers, employees, agents, directors and independent contractors of ACR) has not made or granted to User any express warranties concerning the ACR Web Site or ACR products. Use and performance of ACR products and services referenced in the ACR Web Site (including, without limitation, ACR certifications) are subject to ACR terms and conditions concerning such products, services and certifications as made available by ACR. User hereby acknowledges that the ACR Web Site does not constitute grant of an express warranty concerning ACR products and services and User hereby waives any and all claims of warranty based on ACR Web Site.

Section 4.02 -- Year 2000: User hereby acknowledges that ACR Year 2000 Warranty is subject to ACR’s Year 2000 Policy as made available by ACR concerning ACR products.

SECTION 4.03 -- WARRANTY LIMITATION: The ACR web site is provided "as is" without warranty of any kind. ACR, to the fullest extent permitted by law, HEREBY DISCLAIMS AND user HEREBY WAIVES ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, ALL IMPLIED WARRANTIES OF MERCHANTABILITY and warranty of non-infringement of third party rights. ACR does not warrant and user hereby waives any warranty that use of or access to the ACR Web Site by User will be uninterrupted or error free. ACR does not make any warranty and user hereby waives any and all warranties as to the results obtained from use of the ACR Web Site or as to the accuracy, completeness, timeliness or reliability of the ACR Web Site. User hereby acknowledges and agrees that use of the Internet and ACR Web Site shall be at the sole and exclusive risk of User and subject to the restrictions, terms and conditions, rules, regulations, policies, applicable laws and codes of conduct governing the Internet and the ACR Web Site.

Section 4.03 -- Inaccuracies: User hereby acknowledges that the ACR Web Site may contain errors, inaccuracies and omissions. User shall assume any and all risk of loss, harm or damage associated with User access to and use of the ACR Web Site.

Section 4.04 – Content: User hereby acknowledges that unless otherwise noted, company names, photographs, testimonials, or data used in ACR product screens and sample outputs are fictitious. Unless otherwise noted all photographs are fictitious.

Section 4.05 -- Limitation of Liability: ACR shall not be liable for any lost profits or consequential, exemplary, incidental or punitive damages under this Agreement (including, without limitation, in connection with (i) use, performance or operation of the ACR Web Site; (ii) use, performance or operation of the Internet or use of the Internet by User; and (iii) loss of data), regardless of the form of action, whether in contract or in tort, including negligence, regardless of whether ACR has been advised of the possibility of such damages in advance or whether such damages are reasonably foreseeable.

Section 4.06 -- Limitation of Damages: The liability of ACR for any reason and for any cause of action whatsoever in connection with this Agreement and the ACR Web Site, regardless of the form of action, whether in contract or in tort, including negligence, shall not exceed one hundred U.S. Dollars ($100).

Section 4.07 -- Indemnification: User shall release, defend, indemnify and hold harmless ACR (including its officers, directors, employees, affiliates, contractors and agents) against any expense, loss, cost or liability (including, without limitation, attorney fees) arising from any and all claims, demands, damages or actions resulting from or related to (i) use of the ACR Web Site or the Internet by User (including, without limitation, any claims for breach of warranty, loss of data, libel, slander, invasion of privacy or false advertising); (ii) performance of the ACR Web Site; (iii) User’s negligence or the acts (or any failure to act) of User; and (iv) any breach by User of the obligations of User under this Agreement.

Section 4.09 -- Links: User hereby acknowledges that the ACR Web Site contains Links to third party Web Sites which are provided solely as a convenience to User and do not constitute an endorsement by ACR of such Web Sites and the third party content therein.

ARTICLE V: MISCELLANEOUS

Section 5.02 -- Entire Agreement: This Agreement contains the entire understanding of the parties relating to the Materials and supersedes all previous verbal and written agreements between ACR and User relating to the Materials.

Section 5.04 -- Amendments and Modifications: Excepting modifications made to the Policy Statement by ACR and modifications made to this Agreement by ACR, any alteration, modification or amendment of this Agreement shall be void unless such alteration, modification or amendment is in writing and signed by an authorized representative of ACR.

Section 5.05 -- Severability: If a provision of this Agreement is rendered invalid the remaining provisions shall remain in full force and effect.

Section 5.06 -- Captions: The headings and captions of this Agreement are inserted for convenience of reference and do not define, limit or describe the scope or intent of this Agreement or any particular section, paragraph, or provision.

Section 5.08 -- Governing Law: The ACR Web Site is based in Duval County, City of Jacksonville, Florida. This Agreement is governed by the laws of the State of Florida, without regard to any rules of conflict or choice of laws which require the application of laws of another jurisdiction, and venue shall be Duval County, Jacksonville, Florida.

Section 5.09 -- User Notice: All notices shall be in writing. Notices to User shall be deemed delivered when delivered to User electronically, by commercial overnight delivery service, by Certified or Registered Mail - Return Receipt Requested - or by hand. Notices to User shall be deemed given on the date notice is delivered electronically or by hand to User or on the date of receipt by User (as evidenced in the case of Certified or Registered Mail by Return Receipt), whichever occurs first. Notices delivered to User electronically (including, without limitation, electronic mail) shall be deemed written notices.

Section 5.10 -- ACR Notice: Notices to ACR shall be deemed delivered when delivered by commercial overnight delivery service, Certified or Registered Mail - Return Receipt Requested - or by hand to the address set forth below for ACR. Notices to ACR shall be deemed given on the date notice is received by ACR (as evidenced in the case of Certified or Registered Mail by Return Receipt).

ACR Address

ACR Systems, Inc.
8226 Phillips Highway, Suite 102
Jacksonville, Florida 32256

Section 5.11 -- Pronouns/Gender: Pronouns and nouns shall refer to the masculine, feminine, singular or plural as the context shall require.

Section 5.12 -- Equitable Remedies: The parties hereby acknowledge and agree that damages at law will be an inadequate remedy to ACR. In addition to other rights which may be available, ACR shall have the right of specific performance, injunction or other equitable remedy (including, without limitation, the right to such equitable remedies prior to or pending arbitration) in the event of a breach or threatened breach of this Agreement by User.

Section 5.13 -- Waiver: Waiver of a breach of this Agreement shall not constitute a waiver of any other breach. All remedies under this Agreement are in addition to equitable remedies and remedies provided by law and are cumulative. Failure to enforce any provision of this Agreement shall not constitute a waiver or create an estoppel from enforcing such provision. Any waiver of a provision of this Agreement shall not be binding unless such waiver is in writing and signed by the waiving party.

Section 5.14 -- Public Announcements: All public announcements concerning the ACR Web Site or the relationship of User and ACR shall be subject to the prior written approval of ACR.

Section 5.17 -- Arbitration: Any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules (excluding Expedited Procedures) of the American Arbitration Association in the city of Jacksonville, Florida. Judgment upon the award rendered by the arbitrators may be entered in any Court having jurisdiction thereof, unless a subsequent request for reconsideration has been filed by either Distributor or ACR under this Section 11.03. Three qualified arbitrators shall be appointed in accordance with the Commercial Arbitration Rules (excluding Expedited Procedures) of the American Arbitration Association and this Agreement. Such qualified arbitrators shall be members of the Florida Bar and shall have at least five years of experience in computer law matters. Each party shall have the right of discovery as set forth in the Federal Rules of Civil Procedure. A stenographer shall be present at the arbitration proceedings and the stenographic record shall be the official record of the proceeding. The arbitration award shall be in writing and shall include findings of fact and conclusions of law. Each party shall have the right to appeal any decision of the arbitrators by filing a request for reconsideration of such decision with the American Arbitration Association within ninety days of receiving such decision. Upon receiving such request for reconsideration, the American Arbitration Association shall reconsider the matter de novo using a different panel of three appellate arbitrators and the foregoing procedures. Such panel of appellate arbitrators shall be selected using the same procedures as used to select the original arbitrators. Each party shall pay an equal share of the fees and expenses of the arbitrators and administrative fees and expenses of the arbitration. Florida statute §682 shall apply.

Section 5.18 -- Litigation Expense: In the event of litigation or arbitration arising out of this Agreement, each party shall pay its own costs and expenses of litigation or arbitration (excluding fees and expenses of arbitrators and administrative fees and expenses of arbitration).

IN WITNESS WHEREOF, this Agreement has been entered into as of the Effective Date.