This Agreement for tracking
services ("Agreement") is made between RASTRAC.net, Inc.
("RASTRAC.net") and the user of the
Tracking Service (Customer). The Tracking Services ("Services")
provide vehicle location and tracking from the
Internet via the RASTRAC.net server and associated software
(RASTRAC.net"). The Services include a secure logon for
accessing and tracking vehicles equipped with a tracking device
("Device") designed to send GPS positions and event
notifications (Locates) to RASTRAC.net.
Unlawful Use -
Customer agrees not to use the Services or Devices for any
unlawful or abusive purpose or in any way
that interferes with RASTRAC.net or the Devices. Customer will
comply with all laws while using the Services or Devices
and will not transmit any communication that would violate any
federal, state, or local law, court, or regulation. Resale of
the Services or Devices is prohibited except by authorized
Dealers. By using the Services and/or the Devices, Customer
agrees to abide by the terms and conditions of any software
license agreements applicable to any software associated
with the Services or Devices.
Unauthorized Usage -
Customer may not program or alter any of the Devices other than
the normal programmable
parameters of the Device. If any Device is stolen or Services
used fraudulently, Customer must notify RASTRAC.net immediately
and provide RASTRAC.net with such information and documentation
as RASTRAC.net may request (including, without limitation,
police reports, and affidavits). RASTRAC.net has the right to
interrupt Services or restrict service to any Device, without
notice to the Customer, if Customer is using the device in a
fraudulent or unlawful manner.
Installation - Selling
Dealer is responsible for the proper installation and operation
of the Device per installation
instructions provided by RASTRAC.net.
Account Information -
It is Customers responsibility to maintain current and accurate
account information on the
RASTRAC.net system and to exercise diligence in protecting
Customers logon and passwords.
Changes - RASTRAC.net may
amend the terms of this Agreement upon written notice to
Customer. If Customer does not agree to the amendment, Customer
may terminate this Agreement by providing written notice to
RASTRAC.net within fifteen (15) days of the date the notice was
mailed by RASTRAC.net via certified US mail. If Customer does
not agree with the amendment but wants to continue Services,
RASTRAC.net will continue to provide Services for the term of
the original Agreement provided Customer mails written notice to
RASTRAC.net within fifteen (15) days of the date the amendment
was mailed by RASTRAC.net. If Customer continues to use the
Services more than fifteen (15) days after RASTRAC.net mails
notice of an amendment, Customer will be deemed to have agreed
to that amendment.
Limitation of Liability -
RASTRAC.net is not responsible for acts or omissions of any
other service provider, for information
provided through the equipment, for equipment failure or
modification, for system failure or modification or for causes
beyond the control of RASTRAC.net. RASTRAC.net is not liable for
(i) service outages; (ii) incidental or consequential damages
such as lost profits; (iii) economic loss or injuries to persons
or property arising from the Customer’s use of the Services, the
Devices
or any other equipment used in connection with the Devices
unless caused by the sole and/or gross negligence of
RASTRAC.net;
(iv) the installation or repair of the Devices; or (v) for any
act associated with the proper exercise by RASTRAC.net of rights
under
the privacy and/or unauthorized usage provisions of this
Agreement.
Indemnification - Customer
agrees to defend, indemnify, and hold RASTRAC.net and its
affiliates harmless from claims or
damages relating to (i) Customers breach of this Agreement or
the Customers statements made in this Agreement and
(ii) the use of the Devices or Services unless due to sole
and/or gross negligence by RASTRAC.net or its affiliates.
Customer agrees
to pay reasonable attorney’s fees and all applicable costs
incurred by RASTRAC.net in enforcing this Agreement. This
paragraph
shall survive the termination of this Agreement.
Limitation of Liability
- RASTRAC.net is not responsible for acts or omissions of any
other service provider, for information
provided through the equipment, for equipment failure or
modification, for system failure or modification or for causes
beyond the control of RASTRAC.net. RASTRAC.net is not liable for
(i) service outages; (ii) incidental or consequential damages
such as lost
profits; (iii) economic loss or injuries to persons or property
arising from the Customer’s use of the Services, the Devices
or any other equipment used in connection with the Devices
unless caused by the sole and/or gross negligence of
RASTRAC.net;
(iv) the installation or repair of the Devices; or (v) for any
act associated with the proper exercise by RASTRAC.net of rights
under
the privacy and/or unauthorized usage provisions of this
Agreement.
Limitation of Action -
Except for actions arising in connection with Indemnification
(above), neither RASTRAC.net nor Customer
may bring legal action with respect to this Agreement more than
one year after the legal action accrues.
Warranties - RASTRAC.net makes no express warranties regarding
the Services and disclaims any and all implied warranties,
including, without limitation, any warranties of merchantability
or fitness for a particular purpose. RASTRAC.net does not
authorize
anyone to make any warranties on its behalf and Customer should
not rely on any such statement.
Assignment - RASTRAC.net
may assign all or part of the rights or duties of RASTRAC.net
under this Agreement without such assignment being considered a
change to the Agreement and may provide notice to Customer. As a
result of any such assignment,
RASTRAC.net shall be released from all liability with respect to
such rights or duties, or portions thereof. Customer may not
assign
this Agreement without prior written consent of RASTRAC.net,
which shall not be reasonably withheld.
Governing Law -This
Agreement is subject to applicable federal laws and the laws of
the State of Texas.
Entire Agreement - This is
the entire Agreement between RASTRAC.net and Customer and super
cedes any oral or written
promises made to the Customer. This Agreement may only be
amended as described herein. If the terms of this
Agreement conflict with or are inconsistent with the terms of
any purchase order or document provided by the Customer,
the terms of this Agreement shall control. If any part of this
Agreement is found unenforceable or invalid, the balance of
this Agreement shall remain intact.