PLEASE READ CAREFULLY: This Subscription Agreement (the "Agreement") governs your purchase and use of the tracking and data reporting services (the "Service") provided by innovative bike solution. d/b/a netCyclist (" netCyclist") through the our web site at www.netcyclist.com (the "Site").

BY CLICKING ON THE "I ACCEPT" BUTTON BELOW OR REGISTERING FOR AND USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS, OUR SITE TERMS, PRIVACY POLICY , AND ALL OTHER DOCUMENTS OR POLICIES INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, CLICK THE "I DO NOT ACCEPT" BUTTON OR OTHERWISE REGISTER FOR OR CONTINUE TO THE SERVICE.

1. Description of Service
   
   
   1. Scope of Service
      
      
      1. Service Plan
         
         We will provide the Service to you in accordance with the service plan selected by you during the ordering process (each a "Service Plan"). Your Service Plan is incorporated by reference into this Agreement.
         
         
      2. Personal Use Only
         
         This Agreement and all referenced policies and guidelines apply to the Service. The Service is provided to you for your personal use only. You may not use the Service for commercial purposes. You may not lease, rent, sublicense, transfer, resell, or otherwise grants rights to any third party concerning the Service.
         
         
      3. Our Site
         
         The Service includes access to certain content and services available through the Site. You acknowledge and agree that your use of the Site is subject to additional terms and conditions specified in our then current Terms of Use posted on the Site. The Site Terms are incorporated by reference into this Agreement.
         
         
   2. Changes to Service
      
      We have sole discretion as to the operation, availability and scope of the Service. We reserve the right to modify, expand, update or otherwise change the Service, any Service Plan, or modify the terms of this Agreement. We will notify you of such changes either by sending a notice to you at the e-mail address provided by you at registration of any such changes and/or notifying you when you login into the Site. Changes to this Agreement or a Service Plan will be effective fifteen (15) days after you are notified or as of the date of your next billing statement from us, whichever is later. Changes to any policy or guideline governing the Service shall be effective upon posting to the Site. If you do not agree to any such change, your sole remedy is to immediately terminate this Agreement pursuant to Section 4 (notwithstanding any notice period). Your continued use of the Service once the change notice takes effect, as set forth above, will constitute your acceptance of the change.
      
      
   3. Service Requirements
      
      
      1. Eligibility
         
         You must be at least 18 to subscribe to the Service. We treat all activities under an account to be those of the registered subscriber. To subscribe, you must provide complete and accurate registration information which includes, but is not limited to, your name, address, phone number, email address, and valid credit card or other billing information. You must update your registration information promptly upon any change. You are solely responsible for any changes made to your account.
         
      2. Subscriber Equipment
         
         You are responsible for providing your own equipment and software (including computer hardware and internet connectivity) to access and use the Service ("Subscriber Equipment"). Please refer to our Site for requirements. You are solely responsible for the adequacy and performance of all of the Subscriber Equipment. We are not responsible for troubleshooting, repairing, or configuring any of the Subscriber Equipment.
         
         
   4. Passwords; Authorized Use
      
      Only authorized users may use the Service. The login ID and password selected by you at registration or provided to you are to be used solely to access the Service and manage your account. You are solely responsible for maintaining the security of your login ID and password and for all activity on your account. You should not disclose your password to any third party. If you believe that your login ID or password(s) has been compromised, you should change your password and contact us immediately so that we may take corrective action and mitigate any potential losses. We are not responsible for any charges incurred or any liabilities or losses arising out of the use of your login ID or password by unauthorized users.
      
      
   5. Privacy
      
      Our Privacy Policy describes our policies and procedures for the collection, use, disclosure and protection of information associated with the Service. The current Privacy Policy is posted on the Site and may be updated from time-to-time. You should carefully read the Privacy Policy to understand our privacy practices.
      
   6. Reservation of Rights
      
      We, or our suppliers, are the exclusive owner of and retain all right, title and interest including, but not limited to, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights thereto (collectively, "Proprietary Rights") to all materials, computer software (in object code and source code form), data or information developed or provided by us or our suppliers, and to any know-how, methodologies, equipment, or processes used by us to provide the Service and Site to you.
      
      
2. Content and Usage Policies
   
   
   1. Monitoring
      
      We have no obligation, but reserve the right, to monitor the Service, review, edit or filter any "Content" accessible through the Service or posted to the Site, or store Content related to your use of the Service. As used in this Agreement, the term "Content" means all materials, code, data, text (whether or not perceptible by users), multimedia information (including, but not limited to sound, data, audio, video, graphics, photographs, or artwork), IP address and traffic information, e-mail, chat room content, bulletin board postings, or any other items or materials accessible through the Service or the Site.
      
      
   2. Content
      
      
      1. Your Content
         
         You are solely responsible for all Content that you permit to be posted or transmitted onto or through the Service or the Site ("Your Content"). You agree to hold harmless and indemnify us from any claim, action, demand, loss, or damages (including attorneys' fees) made or incurred by any third party arising out of or relating to your conduct and any Content you store, process, or transmit using the Service. You retain all right, title and interest (including all Proprietary Rights) to You Content and no license in or to Subscriber Content is granted to us except to the extent necessary to provide the Service to you or as stated in our Site Terms.
         
         
      2. Subscriber Content
         
         We have no control over any goods, services, links or Content provided by a third party is accessible through the Service (collectively, "Subscriber Content"). We are not responsible for Subscriber Content, as described in more detail in our Site Terms. Other than netCyclist branded and published Content, we exercise no control over, and accept no responsibility for, any Content on the Site or that is accessible through our Service. YOUR USE OF THE SERVICE IS ENTIRELY AT YOUR OWN RISK. YOU ASSUME FULL RESPONSIBILITY FOR AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING, ACCESS TO, OR USE OF ANY CONTENT IN ANY MANNER AND FOR ANY PURPOSE WHATSOEVER.
         
         
      3. Our Rights
         
         Our Acceptable Use Policy included in our Site Terms describes how users are expected to conduct themselves on our reserves the right to monitor the Service and inspect any Content accessible through the Service (including Your Content and any Subscriber Content) in order to investigate any alleged violation of this Agreement, our Site Terms or any applicable policy and to take corrective action that we deem appropriate.
         
         
      4. Archiving
         
         We have no obligation or responsibility to preserve, archive, or otherwise protect the integrity or accuracy of any Content (including any of Your Content or Subscriber Content) on the Site or otherwise protect such Content against interception, corruption, deletion or destruction. You are solely responsible for the receipt or transmission of any and all Subscriber Content using the Services. You acknowledge that you use the Site and the Services at your own risk. You assume all responsibility and liability for any loss or damage resulting from failure to maintain adequate backup copies of Your Content. Following termination or expiration of this Agreement, we may delete or otherwise dispose of any Content.
         
         
3. Payment Terms
   
   
   1. General
      
      You agree to pay our then current subscriber fees (if any) in accordance with the Service Plan, and any and all additional costs and expenses incurred by you in connection with your use of the Service. All fees shall be billed per access or on a monthly or annual basis in accordance with the Service Plan. You agree to pay all federal, state, local sales, use, value added, excise, duty and any other applicable taxes assessed with respect to the Service. Any credits issued to you by us may only be applied to paid Service Plans.
      
      
   2. Late Payments
      
      Your failure to fully pay applicable fees and taxes on the due date will be deemed a breach of this Agreement, justifying our suspension of its performance of the Service and, in our sole discretion, termination of this Agreement. Accounts in default are subject to an interest charge on the outstanding balance equal to the lesser of 1.5% per month or the maximum rate permitted by law. Any termination by us for your failure to pay will not relieve you from paying past due fees plus interest. In the event of collection enforcement, you shall be liable for any costs associated with such collection, including, but not limited to, reasonable attorneys' fees, court costs and collection agency fees.
      
      
   3. Disputed Charges
      
      All charges are considered valid unless disputed in writing within ninety (90) days of the invoice date. If you do not dispute such charges within the ninety (90) day period, you agree that you waive your right to dispute the charges and release us from any and all liability and claims of loss resulting from any error or discrepancy.
      
      
   4. Billing Options
      
      All charges associated with the Service must be paid by credit card. You authorize us to bill your designated credit card account for the Service and any additional charges as may apply. Our monthly and annual billing cycles are based on the date you accept this Agreement and the Service is made available to you. We shall not be responsible for any charges or expenses that you may incur from overdrawing your bank account or exceeding a credit card limit as a result of an automatic charge generated by us pursuant to this authority. If your account incurs charges that are denied by your financial institution, we reserve the right to rebill you, regardless of your account status.
      
      
   5. Price Changes
      
      We reserve the right to change the fees associated with your Service Plan. In such event, we will give you at least fifteen (15) days notice prior to your next billing date or access to the Service. If you do not agree to pay the new fees, you may terminate this Agreement by providing written notice to us within the fifteen-day notice period. If you do not thus terminate this Agreement, you will be deemed to consent to pay the new fee under the same terms and conditions, including the method of payment, as the previous fee.
      
      
   6. Additional Charges
      
      You are responsible for paying for any additional charges incurred for your or any authorized user's use of the Service under your Service Plan. Additional charges may include charges for premium services or content made available through the Site. We will provide advance notice to you if such additional charges apply.
      
      
4. Term of Service
   
   
   1. Term and Cancellation Policy
      
      
      The Agreement shall remain in full force and effect in accordance with your Service Plan or until terminated by either party. Unless otherwise specified in your Service Plan, either party may terminate this Agreement for any reason by providing the other party thirty (30) days prior written notice; provided that, we may immediately terminate or suspend the Service upon written notice for your violation of any term of this Agreement or policy, including the Site Terms. Upon any termination of this Agreement, we will not refund, and you are not eligible for, any remaining portion of any fee that already has been charged.
      
      
   2. Effect of Termination
      
      Should this Agreement be terminated for any reason, we will not be liable to you for compensation, reimbursement or damages on account of the loss of prospective profits, anticipated sales, goodwill or on account of expenditures, investments, leases or commitments in connection with your use of the Service, or for any other reason whatsoever arising from such termination. Any termination of this Agreement shall not relieve you of any obligations to pay fees and costs accrued prior to the termination date and any other amounts owed by you to us as provided in this Agreement or your Service Plan, including early termination charges. Upon termination of this Agreement, Sections 5-8 of this Agreement shall survive and remain in effect in accordance with their terms.
      
      
5. Disclaimers; Limitation of Liability
   
   
   1. Disclaimer
      
      It is solely your responsibility to evaluate the accuracy, completeness and usefulness of all Content, opinions, advice, services, merchandise and other information provided on or through the Site or our Service. THE SITE AND THE SERVICE (INCLUDING ANY SOFTWARE AND ANY OTHER ITEMS USED OR PROVIDED BY US IN CONNECTION WITH THE SERVICE) ARE PROVIDED "AS IS" OR "AS AVAILABLE." YOU WAIVE, RELEASE AND RENOUNCE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, BY US, SERVICE PROVIDERS AND SUPPLIERS WITH RESPECT TO THE SITE, THE SERVICE OR OUR SYSTEMS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, OR ANY WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE.
      
      
   2. Limitation of Liability
      
      WE AND OUR SERVICE PROVIDERS AND SUPPLIERS SHALL HAVE NO LIABILITY FOR ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFIT, REVENUE AND USE) ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, EVEN IF WE OR OUR AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL WE OR OUR SERVICE PROVIDERS OR SUPPLIERS HAVE ANY LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF ANY INFORMATION OR DATA THROUGH ACCIDENT, MISUSE, OR FRAUDULENT MEANS OR DEVICES.
      
      
   3. Limitation of Remedy
      
      THE TOTAL LIABILITY OF US FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO US BY YOU UNDER THIS AGREEMENT DURING THE MONTH IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. THE FEES FOR THE SERVICE SET BY US HEREUNDER HAVE BEEN AND WILL CONTINUE TO BE BASED UPON THIS ALLOCATION OF RISK. IF YOU ARE DISSATISFIED WITH THE SERVICE OR WITH ANY APPLICABLE TERM OR CONDITION GOVERNING ITS USE, YOUR SOLE AND EXCLUSIVE REMEDY IS NOT TO ESTABLISH AN ACCOUNT WITH US OR TO TERMINATE THIS AGREEMENT.
      
      
   4. Exception for Certain States of Jurisdictions
      
      The laws of certain states or other jurisdiction do not allow limitations on implied warranties, or the exclusion or limitation of certain damages. If these laws apply, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you may have rights in addition to those contained in this Agreement. In such jurisdiction, our liability is limited to the greatest extent permitted by law.
      
   
   
6. Indemnification
   
   You agree to indemnify, defend and hold harmless us and all employees, officers, directors and agents of us and any of its affiliates from and against any and all claims, suits, actions, demands or proceedings (whether threatened, asserted, or filed) and all related damages, losses, liabilities, cost and expenses (including, but not limited to, reasonable attorneys' fees and the cost of enforcement of this indemnity) arising out of or relating to: (a) any violation or breach by you of any term, representation or warranty of this Agreement, the Site Terms, or referenced policies; (b) your unlawful or improper use of the Service; (c) any damages caused to the our systems by Your Content; or (d) any actual or alleged violation of any Proprietary Rights or non-proprietary rights (including, but not limited to, defamation, libel, rights of privacy or publicity) by Your Content.
   
   
7. Jurisdiction; Applicable Law
   
   This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin notwithstanding any conflict of law rules. You agree that any action at law or in equity arising out of or relating to this Agreement, including any claims related to the collection, use or disclosure of personal information in accordance with our Privacy Policy, or the use of our Service in accordance with our Site Terms, shall be filed only in state or federal court located in Deschutes County, and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any such suit, action or proceeding. Any cause of action or claim you may have in regard thereto must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred.
   
   
8. General Provisions
   
   
   1. Force Majeure
      
      We shall be excused from performance hereunder to the extent that performance is prevented, delayed or obstructed by causes beyond its reasonable control, including but not limited to, acts of God (fire, storm, floods, earthquakes, etc.), acts of terrorism, labor disputes, civil disturbances, satellite launch failures, disruption of satellite transponder, telecommunications, power or other essential services, or interruption or termination of service by any service provider being used by us, or any malicious or unlawful acts of any third party.
      
      
   2. Third Party Rights
      
      This Agreement and all of the representations covenants, conditions, disclaimers and limitations to liability and remedy contained in it are for the benefit of us and our officers, directors, employees, agents, licensors, suppliers, and any third party information providers to the Site. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.
      
      
   3. Waiver; Amendment
      
      Except as expressly provided herein, the failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. Except as expressly provided by this Agreement, no term or condition of this Agreement may be modified without the prior written consent of the parties.
      
      
   4. No Assignment
      
      You may not assign, without the prior written consent of us, any rights, duties or obligations under this Agreement to any person or entity, in whole or in part, whether by assignment, merger, transfer of assets, sale of stock, operation of law or otherwise, and any attempt to do so shall be void. We may assign this Agreement at any time without notice to you.
      
      
   5. Notice
      
      All notices and other communications required or permitted hereunder shall be in writing and delivered in person, by courier, prepaid certified or registered U.S. mail, facsimile with confirmation, or e-mail with return receipt to the parties. Notice shall be effective when received. We shall send notice to you in accordance with the information submitted by you during registration or as otherwise specified by you in writing. You shall provide notice to us at the following:
      
      innovative bike solutions
      2320 2nd Street
      Kenosha, WI 53140 
   6. Dispute Resolution
      
      Except for any breach of this Agreement entitling either party to injunctive relief, if any dispute occurs between the parties arising out of or relating to this Agreement or its execution or performance, whether such dispute is in contract, tort or otherwise, it will be submitted to arbitration. The arbitration will be conducted in accordance with the commercial arbitration rules of the American Arbitration Association then in effect. The arbitration will be held and the award will be deemed made in Oregon. The parties agree to be bound by the decision of the arbitrator and judgment upon the award rendered may be entered in any court having jurisdiction.
      
      
   7. Entire Agreement; Construction
      
      This Agreement, the Site Terms, the incorporated documents, policies and guidelines, and the Service Plan selected by you constitute the complete and exclusive statement of agreement between the parties, and supersede and merge all prior proposals and all other agreements, oral and written, between the parties relating to the subject matter of this Agreement. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. Headings herein are for convenience of reference only and shall in no way affect interpretation of this Agreement.